Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JOHNSON ROBERT L/AZ
  2. Issuer Name and Ticker or Trading Symbol
KNIGHT TRANSPORTATION INC [KNGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Controller
(Last)
(First)
(Middle)
5601 WEST BUCKEYE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2004
(Street)

PHOENIX, AZ 85043
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 11/10/2004   M   2,250 A $ 7.3333 4,500 D  
Common Stock, par value $0.01 per share 11/10/2004   M   2,812 A $ 4.2777 7,312 D  
Common Stock, par value $0.01 per share 11/10/2004   S   2,012 D $ 24 5,300 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 4.2777 (1) 11/10/2004   M     2,812 (1) (6)   (6) 10/13/2010 Common Stock 5,625 (1) $ 4.2777 (1) 2,813 D  
Employee Stock Option (Right to Buy) $ 7.3333 (2) 11/10/2004   M     2,250 (2) (7)   (7) 09/17/2011 Common Stock 6,750 (2) $ 7.3333 (2) 4,500 D  
Employee Stock Option (Right to Buy) $ 12.6667 (3) 06/05/2002(3)   J(3)   4,500 (3)     (8) 06/04/2012 Common Stock 4,500 (3) $ 12.6667 (3) 4,500 (3) D  
Employee Stock Option (Right to Buy) $ 17.1533 (4) 08/07/2003(4)   J(4)   4,875 (4)     (9) 08/06/2013 Common Stock 4,875 (4) $ 17.1533 (4) 4,875 (4) D  
Employee Stock Option (Right to Buy) $ 15.8067 (5) 03/19/2004(5)   J(5)   5,250 (5)     (10) 03/18/2014 Common Stock 5,250 (5) $ 15.8067 (5) 5,250 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON ROBERT L/AZ
5601 WEST BUCKEYE ROAD
PHOENIX, AZ 85043
      Controller

Signatures

 /s/ Robert L. Johnson   11/12/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option was previously reported as covering 3,750 shares at an exercise price of $ 6.4166 per share, but was adjusted to reflect the 3-for-2 stock split on July 12, 2004.
(2) This option was previously reported as covering 4,500 shares at an exercise price of $11.00 per share, but was adjusted to reflect the 3-for-2 stock split on July 12, 2004.
(3) This option was previously reported as covering 3,000 shares at an exercise price of $19.00 per share, but was adjusted to reflect the 3-for-2 stock split on July 12, 2004. The reporting on this Form 4 is to reflect the adjusted number of shares and exercise price; no new options were granted.
(4) This option was previously reported as covering 3,250 shares at an exercise price of $25.73 per share, but was adjusted to reflect the 3-for-2 stock split on July 12, 2004. The reporting on this Form 4 is to reflect the adjusted number of shares and exercise price; no new options were granted.
(5) This option was previously reported as covering 3,500 shares at an exercise price of $23.71 per share, but was adjusted to reflect the 3-for-2 stock split on July 12, 2004. The reporting on this Form 4 is to reflect the adjusted number of shares and exercise price; no new options were granted.
(6) This option is subject to a vesting schedule. 2,812 shares vested on October 13, 2004; the remaining 2,813 shares will vest on October 13, 2005.
(7) This option is subject to a vesting schedule. 2,250 shares vested on September 18, 2004; the remaining shares will vest in equal annual installments on September 18, 2005, and 2006.
(8) This option will vest in three equal annual installments on June 5, 2005, 2006, and 2007.
(9) This option will vest in five equal annual installments on August 7, 2006, 2007, 2008, 2009, and 2010.
(10) This option will vest in five equal annual installments on March 19, 2007, 2008, 2009, 2010, and 2011.

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