SecProbe.io

September 9 , 2013

Via E -mail
Mr. Richard B. Cribbs
  Chief Financial  Officer
Covenant Transportation Group, Inc.
400 Birmingham Highway
Chattanooga, Tennessee  37419

Re: Covenant Transportation Group, Inc.
 Form 10-K for the Fiscal Year Ended December 31 , 2012
 Filed  March 28, 2013
  File No. 0-24960

Dear  Mr. Cribbs :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K for the Fisca l Year Ended December 31, 2012

Management’s discussion and analysis of financial condition and results of operations, page 21

Results of consolidated operations, page 22

1. One of the tables provide d sets forth the pe rcentage relationship of  your income st atement
line items to freight revenue.   We note that you define freight revenue as total revenue less
fuel surcharges.  Since fuel surcharges are eliminated from revenue and subtracted from fuel
expense, the percentages presented in this table appear to r epresent non -GAAP measures.  In
addition, since this table mirrors the income statement presentation on page 45, it appears
that you are presenting a non -GAAP income statement.  Such presentation is prohibited by
Item 10(e) of Regulation S -K, as it may att ach undue prominence to the non -GAAP
information.  Also, your presentation uses titles or descriptions of non -GAAP financial

Richard B. Cribbs
Covenant Transportation Group, Inc.
September 9 , 2013
Page 2

 measures that are the same as, or confusingly similar to, titles or descriptions used for GAAP
financial measures.  Therefore, plea se revise to discontinue your current presentation.  For
additional guidance, see Question 102.10 of the Securities Act Rules Compliance and
Disclosure Interpretations, available on our website.

2. Your discussion of operating results for certain expense li ne items is focused on the changes
in expenses as a percentage of freight revenue, instead of total revenues.  Please note that a
discussion focused on changes in expenses as a percentage of freight revenues, instead of
total revenues, in lieu of a discuss ion of GAAP results is prohibited.  In particular, Item
10(e)(1)(i) of Regulation S -K requires that you present the most directly comparable
financial measure or measures calculated in accordance with Generally Accepted Accounting
Principles with equal or greater prominence.  Please revise as appropriate.

3. It appears that you do not provide a quantitative reconciliation of your non -GAAP financial
measure to the most directly comparable GAAP financial measure. As such, please revise to
disclose the most d irectly comparable GAAP financial measure and provide reconciliation to
such measure as required by Item 10(e)(1)(i) of Regulations S -K.

Results of Segment Operations, page 27

4. Your discussion of segment operating expenses is significantly limited and in the context of
operating income.  In this regard, it appears that you should revise your discussion to include
on a more robust discussion of material segment operating expenses, and significant changes
thereto, on an individual basis and outside the conte xt of operating income.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules  require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from ta king any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Richard B. Cribbs
Covenant Transportation Group, Inc.
September 9 , 2013
Page 3

 You may contact Beverly A. Singleton at (202) 551 -3328 or Juan Migone, Review
Accountant, at (202) 551 -3312 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sonia Bednarowski at (202) 551 -3666 or Susan
Block, Attorney -Advisor, at (202) 551 -3210  or me at (202) 551 -3211 with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief