SecProbe.io

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 June 5, 2025

James S. Grant
Chief Financial Officer
Covenant Logistics Group Inc.
400 Birmingham Hwy.
Chattanooga, Tennessee 37419

 Re: Covenant Logistics Group Inc.
 Form 10-K for the Year Ended December 31, 2024
 Filed February 28, 2025
 File No. 001-42192
Dear James S. Grant:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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CORRESP
 1
 filename1.htm

 June 2, 2025

 VIA EDGAR
 Division of Corporation Finance
 Office of Energy & Transportation

 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Ranjit Singh Pawar
                  Shannon Buskirk

                  Re:       COVENANT LOGISTICS GROUP, INC.

                               Form 10-K for the Year Ended December 31, 2024

                               Filed February 28, 2025

                               File No. 001-42192

 Dear Ladies and Gentlemen:

 This letter responds to your letter dated May 22, 2025, in which you set forth comments of the United States Securities and Exchange Commission (the “Commission”), Division of Corporation Finance’s
 staff (the “Staff”) relating to the financial statements and related disclosures included in the Form 10-K for the fiscal year ended December 31, 2024.  For ease of reference, we have reproduced the Staff’s comments in their entirety.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Segment Operations, page 36

 1. We note from your disclosure in Note 17. Segment Information that
 segment operating income is your reported measure of segment profit or loss. Please explain why the operating income for each of your reportable segments reported and discussed within Management's Discussion and Analysis on page 36 is different than
 the segment operating income reported in Note 17 on page 77. In your response, address whether the CODM uses multiple measures of segment profit or loss and your consideration of the disclosure guidance in ASC 280-10-50-28 through paragraph 50-28C.

 Division of Corporation Finance
 Office of Energy & Transportation

 U.S. Securities & Exchange Commission
 June 2, 2025

 Page 2

 Response:

 Going forward we will disclose segment operating income in conformity with ASC 280 within Management’s Discussion and Analysis for our reportable segments.
 Our CODM uses segment operating income to measure segment profit or loss in assessing performance and deciding how to allocate resources. In accordance with ASC 280-10-50-28,
 the measure used to evaluate segment performance that aligns most consistently with the measurement principles within its consolidated financial statements is segment operating income.

 Item 8. Financial Statements and Supplementary Data

 Note 1. Summary of Significant Accounting Policies: Revenue Recognition, page 60

 2. We note that you revised your disclosure of the
 revenue recognition policy for the Managed Freight reportable segment during fiscal year 2023. Managed Freight revenues are now recognized proportionally as services are provided based on a percentage of completion method using the estimated time
 elapsed as of the period end as compared to previously recognizing revenue upon completion of the services provided. Please respond to the following:

 • Tell us why you changed your revenue recognition policy and support the basis for the change in the timing of revenue recognition for Managed Freight
 services with reference to FASB ASC 606.
 • Explain how you considered the guidance in FASB ASC 250-10 and the related required disclosures when presenting this change in accounting policy.

 Response:

 The Company respectfully advises the Staff that, during the preparation of the financial statements for the year ended December 31, 2023, it inadvertently disclosed the
 Managed Freight reportable segment revenue as being recognized upon completion of services, rather than proportionally as services were provided based on a percentage-of-completion method using the estimated time elapsed as of period end. The Company
 notes that there was no change in the methodology used to recognize revenue from 2022 to 2023.

 In updating the disclosure, the Company considered the guidance in ASC 250-10-45-23 and ASC 250-10-50-7 and concluded that the disclosure change was immaterial as there was no
 material difference in the amount of revenue recognized for the Managed Freight reportable segment between the two methods, thus the financial statements were materially correct.

 Division of Corporation Finance
 Office of Energy & Transportation

 U.S. Securities & Exchange Commission
 June 2, 2025

 Page 3

 Item 8. Financial Statements and Supplementary Data

 Note 17. Segment Information, page 76

 3. In future filings, please revise to present a reconciliation of the total of your reportable segments' measures of profit or loss to your consolidated
 income before income taxes and discontinued operations, in accordance with ASC 280-10-50-30(b).

 Response:

 The Company will revise its future disclosures in Note 17. Segment Information to reconcile the total of our reportable segments' measures of profit or loss to our
 consolidated income before income taxes and discontinued operations, in accordance with ASC 280-10-50-30(b).

 The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the
 Company's filings. Should you have any questions or comments regarding the Company's responses, please contact me by phone at (423) 463-3221 or tgrant@covenantlogistics.com

 Sincerely,

 /s/ James S. Grant

 James S. Grant

 Executive Vice President and Chief Financial Officer

 c: Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

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 May 22, 2025

James S. Grant
Chief Financial Officer
COVENANT LOGISTICS GROUP, INC.
400 Birmingham Hwy.
Chattanooga, Tennessee 37419

 Re: COVENANT LOGISTICS GROUP, INC.
 Form 10-K for the Year Ended December 31, 2024
 Filed February 28, 2025
 File No. 001-42192
Dear James S. Grant:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form10-K for the Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Result of Segment Operations, page 36

1. We note from your disclosure in Note 17. Segment Information that
segment
 operating income is your reported measure of segment profit or loss.
Please explain
 why the operating income for each of your reportable segments reported
and
 discussed within Management's Discussion and Analysis on page 36 is
different than
 the segment operating income reported in Note 17 on page 77. In your
response,
 address whether the CODM uses multiple measures of segment profit or
loss and your
 consideration of the disclosure guidance in ASC 280-10-50-28 through
paragraph 50-
 28C.
 May 22, 2025
Page 2
Item 8. Financial Statements and Supplementary Data
Note 1. Summary of Significant Accounting Policies; Revenue Recognition, page
60

2. We note that you revised your disclosure of the revenue recognition
policy for the
 Managed Freight reportable segment during fiscal year 2023. Managed
Freight
 revenues are now recognized proportionally as services are provided
based on a
 percentage of completion method using the estimated time elapsed as of
the period
 end as compared to previously recognizing revenue upon completion of the
services
 provided. Please respond to the following:
 Tell us why you changed your revenue recognition policy and support
the basis
 for the change in the timing of revenue recognition for Managed
Freight services
 with reference to FASB ASC 606.
 Explain how you considered the guidance in FASB ASC 250-10 and the
related
 required disclosures when presenting this change in accounting
policy.
Item 8. Financial Statements and Supplementary Data
Note 17. Segment Information, page 76

3. In future filings, please revise to present a reconciliation of the
total of your reportable
 segments' measures of profit or loss to your consolidated income before
income taxes
 and discontinued operations, in accordance with ASC 280-10-50-30(b).

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ranjit Singh Pawar at 202-551-2702 or Shannon Buskirk at
202-551-
3717 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy
& Transportation
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CORRESP
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      August 24, 2022

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549

      Attention: Arthur Tornabene-Zalas and Irene Barberena-Meissner

      Re:         Covenant Logistics Group,
          Inc.

      Registration Statement on Form S-3 (File
          No. 333-266826, filed on August 12, 2022)

      Request for Acceleration

      Ladies and Gentlemen:

      Covenant Logistics Group, Inc. (the “Company”) respectfully requests, pursuant to Rule 461 of
        the Securities Act of 1933, as amended, that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission at 4:00 P.M., Eastern Standard Time, on Friday, August 26, 2022, or as soon thereafter as is
        practicable.

      Thank you for your assistance.  Please call our counsel, Heidi Hornung-Scherr, at (402) 435-3223, of Scudder Law Firm, P.C., L.L.O. to
        provide notice of the effectiveness of the Registration Statement.

              Very truly yours,

              Covenant Logistics Group, Inc.

              By:

            /s/ James S. Grant

              James S. Grant

              Executive Vice President and Chief Financial Officer

      c:            Arthur Tornabene-Zalas

      Irene Barberena-Meissner

United States securities and exchange commission logo
August 19, 2022
David R. Parker
Chairman and Chief Executive Officer
Covenant Logistics Group, Inc.
400 Birmingham Hwy
Chattanooga, TN 37419
Re:Covenant Logistics Group, Inc.
Registration Statement on Form S-3
Filed August 12, 2022
File No. 333-266826
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Irene Barberena-Meissner at
(202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Heidi Hornung-Scherr, Esq.

July 12, 2019
Richard B. Cribbs
Chief Financial Officer
Covenant Transportation Group, Inc.
400 Birmingham Hwy.
Chattanooga, Tennessee 37419
Re:Covenant Transportation Group, Inc.
Form 10-K for the Year Ended December 31, 2018
Form 8-K furnished March 19, 2019
Form 8-K furnished April 25, 2019
File No. 000-24960
Dear Mr. Cribbs:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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May 24, 2019

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

Ms. Heather Clark

Ms. Claire Erlanger

Re:

Covenant Transportation Group, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2018

Form 8-K furnished March 19, 2019

Form 8-K furnished April 25, 2019

File No. 000-24960

Dear Mses. Clark and Erlanger:

This letter responds to your letter dated May 13, 2019, in which you set forth comments of the United States Securities and Exchange Commission (the “Commission”), Division of Corporation Finance’s staff (the “Staff”) relating to the financial statements and related disclosures included in the Form 10-K for the year ended December 31, 2018, the Form 8-K furnished March 19, 2019, and the Form 8-K furnished April 25, 2019.  For ease of reference, we have reproduced the Staff’s comments in their entirety.

Form 10-K for the Year Ended December 31, 2018

Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview, page 37

1.

We note your presentation of “aggregate lease adjusted indebtedness.” The measure appears to represent a non-GAAP measure defined by and subject to the provisions of Regulation G and Item 10(e) of Regulation S-K. In this regard, please revise to include the following disclosures:

·

Clearly label the measure as non-GAAP and present the most directly comparable GAAP measure with equal or greater prominence per Item 10(e)(i)(A) of Regulation S-K;

·

Provide a reconciliation to the most directly comparable GAAP measure according to Item 10(e)(i)(B) of Regulation S-K; and

·

Disclose the usefulness to investors and management’s use of the measure pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities & Exchange Commission

May 24, 2019

Page 2

Response:

We have historically disclosed aggregate lease adjusted indebtedness as a way for the users of the financial statements to understand the full extent of liabilities incurred to finance our property and equipment, especially in light of the forward looking adoption of ASC 842.

We acknowledge the Staff’s comment and undertake that in future filings, if we present aggregate lease adjusted indebtedness, we will: clearly label the measure as non-GAAP and present the most directly comparable GAAP measure with equal or greater prominence per Item 10(e)(i)(A) of Regulation S-K; provide a reconciliation to the most directly comparable GAAP measure according to Item 10(e)(i)(B) of Regulation S-K; and disclose the usefulness to investors and management’s use of the measure pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

Liquidity and Capital Resources, page 47

2.

We note your disclosure in the second paragraph that you had $3.9 million of borrowings outstanding at December 31, 2018. However, we further note that your indebtedness totaled approximately $236 million at December 31, 2018 per note 6 to your financial statements. To balance the disclosure, please revise your liquidity discussion on page 47 to present not only your borrowings under the Credit Facility, but your revenue equipment notes, real estate notes, notes payable, and capital lease obligations since both impact your liquidity.

Response:

We acknowledge the Staff’s comment and undertake that in future filings we will consider the balance of our disclosure regarding indebtedness in our liquidity discussion, including the presentation of material notes and other material obligations, in addition to borrowings under the Credit Facility.

3.

Please revise your MD&A discussion of cash flows from operating, investing and financing activities to cover the three years presented in your financial statements. Refer to Item 303(a) of Regulation S-K.

Response:

We acknowledge the Staff’s comment and undertake that in future filings on Form 10-K our discussion of cash flows from operating, investing and financing activities will cover the three years presented in our financial statements or, if discussion of the earliest of the three years is omitted, we will include a statement that identifies the location in the prior filing where the omitted discussion may be found.

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities & Exchange Commission

May 24, 2019

Page 3

Financial Statements

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Revenue Recognition, page 73

4.

We note your disclosure that revenue, drivers’ wages and other direct operating expenses generated by your Truckload reportable segment are recognized proportionally as the transportation service is performed based on the percentage of miles completed as of the period end. Please explain to us why you believe it is appropriate to recognize expenses such as drivers’ wages and other direct operating expenses proportionally rather than as incurred.

Response:

Drivers’ wages and other direct operating expenses are recognized as incurred. We undertake that in future filings we will simplify our disclosure to more clearly articulate the policy as follows:

“We recognize revenue from customer contracts based on relative transit time in each reporting period and as other performance obligations are provided, with related expenses, such as drivers’ wages and other direct operating expenses, recognized as incurred.”

5.

We also note that revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services. Please explain to us the nature of the performance obligations in your contracts. If these additional activities represent separate performance obligations, please tell us and revise to disclose how you allocate transaction price to each separate performance obligation. Please refer to ASC 606-10-50-17 and 20. Also, please revise to disclose the nature of significant payment terms. See ASC 606-10-50-12.

Response:

In our customer contracts, we promise to provide transportation services by transporting customer materials from one destination to another. We incur costs to fulfill this transportation service that will vary based on a number of factors, for example: the length of the route, location of pick-up and drop-off, time the truck is detained, highway tolls, loading and unloading, and the need for other accessorials such as pallets. These costs and the use of accessorials are inputs to deliver the promised transportation service to the customer. They do not provide the customer with incremental benefit beyond the promised transportation service which represents a single performance obligation.

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities & Exchange Commission

May 24, 2019

Page 4

We price our transport services based on the factors and costs specific to each transport service. The requirements of each service are generally separately priced in the customer contract to ensure all of the costs associated with the transport service are reflected in the price charged to the customer.

Additionally, customers are generally billed either upon shipment of the freight or monthly, and remit payment according to approved payment terms.

4. Property and Equipment, page 81

6.

Please provide a rollforward of your property and equipment balance from December 31, 2017 to December 31, 2018. In this regard, we note from your statement of cash flows and Note 15 that you acquired property and equipment in the Landair Holdings acquisition and through your normal capital purchases, as well as disposed of a significant amount of property and equipment, yet your overall balance from 2017 to 2018 has decreased. It would be helpful to provide detail of the activity in the gross amounts and accumulated depreciation during the year. Please revise accordingly.

Response:

The detail of the activity in the gross amounts and accumulated depreciation of our property and equipment is as follows:

(in thousands)

12/31/2017

Gross property and equipment

$              650,988

Acquisitions of property and equipment

$                94,780

Landair acquisition of property and equipment

$                26,292

Disposition of assets

$           (133,290)

12/31/2018

Gross property and equipment

$              638,770

12/31/2017

Accumulated depreciation and amortization

 $              186,916

Disposition of assets

 $              (73,095)

Current period depreciation and amortization

 $                74,354

12/31/2018

Accumulated depreciation and amortization

 $              188,175

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities & Exchange Commission

May 24, 2019

Page 5

We believe the components of the rollforward above can be referenced in our financial statements.  The Company incurred approximately $1.2 million in costs to dispose of assets in the year.

15. Acquisition of Landair Holdings, Inc., page 89

7.

We refer to your statement on page 90 that the pro forma financial information includes additional interest expense as a result of financing obtained for the Landair acquisition. Given that your bank borrowings actually decreased from 2017 to 2018, please provide further details on the nature of the borrowings that financed the acquisition.

Response:

We used cash on hand of approximately $50.0 million and borrowed the remaining $56.7 million for a total purchase price of $106.7 million.  Without the acquisition, we would have used the cash on hand to pay off existing debt.  As such, we applied the interest rate for the debt used to finance the transaction to the full purchase price to arrive at the additional interest expense that resulted from the acquisition, given that none of the interest expense would have been incurred without the acquisition, even though a portion of the acquisition was paid with cash on hand.

Form 8-K furnished March 19, 2019

Exhibit 99.1, page 1

8.

We refer to your statement by your CEO that states the expected adjusted net income for the first quarter of 2019. As adjusted net income is a non-GAAP measure, please also disclose GAAP net income and include a reconciliation to the most directly comparable GAAP measure in accordance with Regulation G. In addition, as Item 10(b) of Regulation S-K states that the typical financial items for projections of importance to investors are revenues, net income (loss), and earnings (loss) per share, please balance your discussion of expected adjusted net income to include some or all of these GAAP measures.

Response:

We acknowledge the Staff’s comment and undertake that in future press releases, if we disclose a projection of a non-GAAP measure, we will also disclose the most directly comparable GAAP measure and include a reconciliation to the most directly comparable GAAP measure in accordance with Regulation G. In addition, we undertake that in future earnings releases, if we disclose a projection of a financial measure, we will consider the balance of the information presented in light of the typical financial items for projections of importance to investors in Item 10(b) of Regulation S-K.

Division of Corporation Finance

Office of Transportation and Leisure

U.S. Securities & Exchange Commission

May 24, 2019

Page 6

Form 8-K furnished April 25, 2019

Exhibit 99.1, page 1

9.

We note your presentation of non-GAAP measures and the corresponding reconciliations to the most directly comparable GAAP measures on the last page of your exhibit. Please revise to also include a discussion of why the measures are useful to investors as well as the purposes for which management uses the non-GAAP measures in accordance with Item 10(e)(1)(i)(C) and (D) of Regulation S-K. See also Instruction 2 to Item 2.02 of Form 8-K.

Response:

We acknowledge the Staff’s comment and undertake that in future press releases, if we disclose any non-GAAP measures, we will  include a discussion of why the disclosed non-GAAP measures are useful to investors as well as the purpose for which management uses the non-GAAP measures in accordance with Item 10(e)(1)(i)(C) and (D) of Regulation S-K, in addition to the other disclosures required by Item 10(e) of Regulation S-K.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings. Should you have any questions or comments regarding the Company's responses, please contact me by phone at (423) 463-3331.

Sincerely,

/s/ Richard B. Cribbs

Richard B. Cribbs

Executive Vice President and Chief Financial Officer

c:

Mr. Robert Bosworth, Audit Committee Chairperson

Mr. James Powell, KPMG LLP

Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

May 13, 2019
Richard B. Cribbs
Chief Financial Officer
Covenant Transportation Group, Inc.
400 Birmingham Hwy.
Chattanooga, Tennessee 37419
Re:Covenant Transportation Group, Inc.
Form 10-K for the Year Ended December 31, 2018
Form 8-K furnished March 19, 2019
Form 8-K furnished April 25, 2019
File No. 000-24960
Dear Mr. Cribbs:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview, page 37
1.We note your presentation of “aggregate lease adjusted indebtedness.”  The measure
appears to represent a non-GAAP measure defined by and subject to the provisions of
Regulation G and Item 10(e) of Regulation S-K.  In this regard, please revise to include
the following disclosures:
•Clearly label the measure as non-GAAP and present the most directly comparable
GAAP measure with equal or greater prominence per Item 10(e)(i)(A) of Regulation
S-K;
•Provide a reconciliation to the most directly comparable GAAP measure according to
Item 10(e)(i)(B) of Regulation S-K; and
•Disclose the usefulness to investors and management’s use of the measure pursuant to

 FirstName LastNameRichard B. Cribbs
 Comapany NameCovenant Transportation Group, Inc.
 May 13, 2019 Page 2
 FirstName LastNameRichard B. Cribbs
Covenant Transportation Group, Inc.
May 13, 2019
Page 2
Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
Liquidity and Capital Resources, page 47
2.We note your disclosure in the second paragraph that you had $3.9 million of borrowings
outstanding at December 31, 2018.  However, we further note that your indebtedness
totaled approximately $236 million at December 31, 2018 per note 6 to your financial
statements.  To balance the disclosure, please revise your liquidity discussion on page 47
to present not only your borrowings under the Credit Facility, but your revenue equipment
notes, real estate notes, notes payable, and capital lease obligations since both impact your
liquidity.
3.Please revise your MD&A discussion of cash flows from operating, investing and
financing activities to cover the three years presented in your financial statements.  Refer
to Item 303(a) of Regulation S-K.
Financial Statements
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Revenue Recognition, page 73
4.We note your disclosure that revenue, drivers’ wages and other direct operating expenses
generated by your Truckload reportable segment are recognized proportionally as the
transportation service is performed based on the percentage of miles completed as of the
period end.  Please explain to us why you believe it is appropriate to recognize expenses
such as drivers’ wages and other direct operating expenses proportionally rather than as
incurred.
5.We also note that revenue includes transportation revenue, fuel surcharges, loading and
unloading activities, equipment detention, and other accessorial services.  Please explain
to us the nature of the performance obligations in your contracts.  If these additional
activities represent separate performance obligations, please tell us and revise to disclose
how you allocate transaction price to each separate performance obligation.  Please refer
to ASC 606-10-50-17 and 20.  Also, please revise to disclose the nature of significant
payment terms.  See ASC 606-10-50-12.
4. Property and Equipment, page 81
6.Please provide a rollforward of your property and equipment balance from December 31,
2017 to December 31, 2018.  In this regard, we note from your statement of cash flows
and Note 15 that you acquired property and equipment in the Landair Holdings acquisition
and through your normal capital purchases, as well as disposed of a significant amount of
property and equipment, yet your overall balance from 2017 to 2018 has decreased.  It
would be helpful to provide detail of the activity in the gross amounts and accumulated
depreciation during the year.  Please revise accordingly.

 FirstName LastNameRichard B. Cribbs
 Comapany NameCovenant Transportation Group, Inc.
 May 13, 2019 Page 3
 FirstName LastName
Richard B. Cribbs
Covenant Transportation Group, Inc.
May 13, 2019
Page 3

15. Acquisition of Landair Holdings, Inc., page 89
7.We refer to your statement on page 90 that the pro forma financial information includes
additional interest expense as a result of financing obtained for the Landair acquisition.
Given that your bank borrowings actually decreased from 2017 to 2018, please provide
further details on the nature of the borrowings that financed the acquisition.
Form 8-K furnished March 19, 2019
Exhibit 99.1, page 1
8.We refer to your statement by your CEO that states the expected adjusted net income for
the first quarter of 2019.  As adjusted net income is a non-GAAP measure, please also
disclose GAAP net income and include a reconciliation to the most directly comparable
GAAP measure in accordance with Regulation G.  In addition, as Item 10(b) of
Regulation S-K states that the typical financial items for projections of importance to
investors are revenues, net income (loss), and earnings (loss) per share, please balance
your discussion of expected adjusted net income to include some or all of these GAAP
measures.
Form 8-K furnished April 25, 2019
Exhibit 99.1, page 1
9.We note your presentation of non-GAAP measures and the corresponding reconciliations
to the most directly comparable GAAP measures on the last page of your exhibit.  Please
revise to also include a discussion of why the measures are useful to investors as well as
the purposes for which management uses the non-GAAP measures in accordance with
Item 10(e)(1)(i)(C) and (D) of Regulation S-K.  See also Instruction 2 to Item 2.02 of
Form 8-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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November 28, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:
Mr. John Dana Brown

Re:

Covenant Transportation Group, Inc.

Registration Statement on Form S-3 (File No. 333-228425)

Request for Acceleration

 Ladies and Gentlemen:

Covenant Transportation Group, Inc. (the “Company”) respectfully requests, pursuant to Rule 461 of the Securities Act of 1933, as amended, that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 P.M., Eastern Standard Time, on Friday, November 30, 2018, or as soon thereafter as is practicable.

Thank you for your assistance.  Please call our counsel, Heidi Hornung-Scherr, at (402) 435-3223, of Scudder Law Firm, P.C., L.L.O. to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

Covenant Transportation Group, Inc.

By:

/s/ Richard B. Cribbs

Richard B. Cribbs

Executive Vice President and Chief Financial Officer

c:           Mr. John Dana Brown

November 27, 2018
David R. Parker
Chairman and Chief Executive Officer
Covenant Transportation Group, Inc.
400 Birmingham Highway
Chattanooga, TN 37419
Re:Covenant Transportation Group, Inc.
Registration Statement on Form S-3
Filed November 16, 2018
File No. 333-228425
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Dana Brown at (202) 551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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November 12, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

Mr. J. Nolan McWilliams, Attorney-Advisor

Ms. Ada D. Sarmento

Re:

Covenant Transportation Group, Inc.

Registration Statement on Form S-3 (File No. 333-198975)

Ladies and Gentlemen:

Covenant Transportation Group, Inc. (the “Company”) respectfully requests, pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 3:00 P.M., Eastern Standard Time, on Thursday, November 13, 2014, or as soon thereafter as is practicable.

The Company represents and acknowledges that should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance.  Please call our counsel, Heidi Hornung-Scherr, at (402) 435-3223, of Scudder Law Firm, P.C., L.L.O. to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

Covenant Transportation Group, Inc.

By:

/s/ Richard B. Cribbs

Richard B. Cribbs

Senior Vice President and Chief Financial Officer

c:    Ms. Ada D. Sarmento, SEC Division of Corporation Finance

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    accelerationrequest.htm

November 12, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

Mr. J. Nolan McWilliams, Attorney-Advisor

Ms. Ada D. Sarmento

Re:

Covenant Transportation Group, Inc.

Registration Statement on Form S-3 (File No. 333-198975)

Ladies and Gentlemen:

Covenant Transportation Group, Inc. (the “Company”) respectfully requests, pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 3:00 P.M., Eastern Standard Time, on Thursday, November 13, 2014, or as soon thereafter as is practicable.

The Company represents and acknowledges that should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance.  Please call our counsel, Heidi Hornung-Scherr, at (402) 435-3223, of Scudder Law Firm, P.C., L.L.O. to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

Covenant Transportation Group, Inc.

By:

/s/ Richard B. Cribbs

Richard B. Cribbs

Senior Vice President and Chief Financial Officer

c:    Ms. Ada D. Sarmento, SEC Division of Corporation Finance

October 16 , 2014

Via E -mail
David R. Parker
Chief Executive Officer
Covenant Transportation Group, Inc.
400 Birmingham Highway
Chattanooga, TN 37419

Re: Covenant Transportation Group,  Inc.
  Registration Statement on Form S-3
Filed  September 26, 2014
  File No.  333-198975

Dear Mr. Parker :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. We note your disclosure on page 17 that you or one or more of your subsidiaries may
guarantee payment obligations under any series of debt securities.  However, you have
not identified any of your subsidiaries  as registrant guarantors or registered the
guarantees as a separate security in the registration statement fee table.  Please advise or
revise the disclosure accordingly.

Exhibits

2. Please file the form of indenture and legality opinion prior to effective ness.  Please allow
sufficient time for staff review as we may have comments upon review .

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 Secu rities Act of 193 3 and

David R. Parker
Covenant Transportation Group, Inc.
October 16 , 2014
Page 2

 all applicable Securities  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 mad e.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursua nt to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3217  with any
questions .

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor

cc: Via E -mail
 Mark A. Scudder, Esq.
 Heidi Hornung -Scherr, Esq.

September 26, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

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September 19, 2013

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:             Mr. David R. Humphrey, Accounting Branch Chief

Ms. Beverly A. Singleton, Review Accountant

Re: Covenant Transportation Group, Inc. (the “Company”)

   Form 10-K for the Fiscal Year Ended December 31, 2012 (“Form 10-K” or “filing”)

   Filed March 28, 2013

   File No. 0-24960

Dear Mr. Humphrey and Ms. Singleton:

This letter responds to your letter dated September 9, 2013, in which you set forth comments of the United States Securities and Exchange Commission (the “Commission”), Division of Corporation Finance’s staff (the “Staff”) relating to the financial statements and related disclosures included in the Form 10-K for the fiscal year ended December 31, 2012.  For ease of reference, we have reproduced the Staff’s comments in their entirety.

Form 10-K for the Fiscal 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

SEC Comment No. 1:

One of the tables provided sets forth the percentage relationship of your income statement 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 represent 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 attach undue prominence to the non-GAAP information.  Also, your presentation uses titles or descriptions of non-GAAP financial measures that are the same as, or

P.O. Box 22997 ● Chattanooga, TN ● 37422

Division of Corporation Finance

U.S. Securities & Exchange Commission

September 19, 2013

Page 2

confusingly similar to, titles or descriptions used for GAAP financial measures.  Therefore, please 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.

Response:

In future filings, the Company will discontinue the tables that present statements of operations line items both as a percentage of total revenue and freight revenue and that mirror the statements of operations presentation. Rather, in connection with the discussion of operating results for certain expense line items, the Company will include summary tables within each expense section that provide the consolidated statements of operations amounts for such line item for each period presented, along with the related percentage of total revenue and freight revenue.  The percentage of total revenue will be presented first and the percentage of freight revenue second.

SEC Comment No. 2:

Your discussion of operating results for certain expense line 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 discussion 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.

Response:

In future filings, the Company will discuss changes in expenses first in terms of the dollar change from the face of the consolidated statements of operations, then as a percentage of total revenue from the face of the consolidated statements of operations, and finally as a percentage of total revenue less fuel surcharge revenue. This presentation will place more prominence on the GAAP financial measures.  Discussing changes in expenses in the context of the relative percentage of total revenue less fuel surcharge revenue affords investors a more consistent basis for comparing the results of operations from period-to-period, provides discussions and disclosures consistent with others in our industry, and removes fuel surcharge revenue, which is a volatile source of revenue.

SEC Comment No. 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,

Division of Corporation Finance

U.S. Securities & Exchange Commission

September 19, 2013

Page 3

please revise to disclose the most directly comparable GAAP financial measure and provide reconciliation to such measure as required by Item 10(e)(1)(i) of Regulation S-K.

Response:

As a result of the aforementioned changes that will be made to future filings detailed in response to SEC Comment No. 1 and No. 2 above, the Company believes that no reconciliation from a non-GAAP financial measure to the most directly comparable GAAP financial measure will be required.

Results of Segment Operations, page 27

SEC Comment No. 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 context of operating income.

Response:

In connection with filing our second quarter 2013 Form 10-Q, the Company concluded that it only had one reportable segment pursuant to the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 280 (“ASC 280”). As a result, our prior presentation, whereby we reported two reportable segments, was modified. The modification from the presentation in the 2012 Form 10-K was the result of changes in our Solutions subsidiary business model that impacted both the management structure and how our chief operating decision maker (“CODM”) allocates resources and assesses performance. Solutions provides several ancillary service offerings, including: (i) freight brokerage service directly and through freight brokerage agents who are paid a commission for the freight they provide; (ii) less-than-truckload consolidation services; and (iii) accounts receivable factoring. In the second quarter of 2013, we determined that these operations consist of several operating segments, which neither individually nor in the aggregate meet the quantitative or qualitative reporting thresholds. As a result, these operations are grouped in the “Other” category as they do not meet the aggregation criteria set forth in ASC 280.

As a result of the updated segment presentation, the Company does not believe that retrospective changes to the historical discussion of segment information would be required. The presentation allows a reader to understand both the size and scope and the significant items impacting both revenue and operating income for our truckload reportable segment, which represent approximately 91% of our consolidated total revenue and 96% of our total assets.

Division of Corporation Finance

U.S. Securities & Exchange Commission

September 19, 2013

Page 4

Closing

In connection with the responses contained in this letter, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking 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.

If you have any comments or questions about any of our responses or require any additional information, please contact me at (423) 463-3331 or by fax at (423) 821-0219.

Sincerely,

/s/ Richard B. Cribbs

Richard B. Cribbs

Senior Vice President and

Chief Financial Officer

c:     Mr. Bob Bosworth

Mr. Scott McGee

Mr. Mark Scudder

Ms. Heidi Hornung-Scherr

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561          November 30, 2009  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 year ended December 31, 2008
File No. 0-24960

Dear Mr. Cribbs:
  We have completed our review of your Form 10-K and have no further comments
at this time.          S i n c e r e l y ,
   David R. Humphrey Branch Chief

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    RULE
12B-4 AND COMMISSION RULE 83 (17 CFR 200.83) FOIA CONFIDENTIAL TREATMENT
REQUESTED BY COVENANT TRANSPORTATION GROUP, INC. FOR CERTAIN PORTIONS OF THIS
LETTER

    November
10, 2009

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, NE, Mail Stop 3561

    Washington,
D.C. 20549-3561

    Attention:  Mr.
David R. Humphrey, Branch Chief

    Ms.
Beverly A. Singleton, Staff Accountant

    Re:  Covenant
Transportation Group, Inc. (the “Company”)

Form 10-K for the year ended December 31, 2008 (“Form 10-K” or
“filing”)

    Filed
March 31, 2009

File Number: 000-24960

    Dear Mr.
Humphrey and Ms. Singleton:

    This
letter responds to your letter dated November 3, 2009, in which you set forth
comments of the United States Securities and Exchange Commission (the
“Commission”), Division of Corporation Finance’s staff (the “Staff”) relating to
the financial statements and related disclosures included in the Form 10-K
and Form 10-Q’s as of and for the periods ended March 31, 2009 and June 30,
2009.  For ease of reference, we have reproduced the Staff’s comments
in their entirety.

              1.

              Management’s
      Discussion and Analysis

    Recent Results and Year-End
Financial Condition, page 21

    SEC
Comment:

    Refer
to your narrative discussion and table disclosure of the non-GAAP measure of net
loss, without the impairment charges, and related loss per
share.  Please delete this and any other references of non-GAAP
financial measures from filed documents such as your Forms 10-K and
10-Q.  You may choose instead, for example, to discuss and disclose
the dollar (or percentage) impact the impairment charges had on (or contributed
to) your GAAP results of operations, without presenting such non-GAAP totals
that excluded these charges.  Please revise in future
filings.  We do not accept non-GAAP financial measures with titles or
descriptions confusingly similar to titles or descriptions used for GAAP
financial measures, including “Non-GAAP Basis Net Loss Excluding Impairment
Charges.”

    Response:

    In future
filings, the Company will not present non-GAAP financial measures with titles or
descriptions similar to titles or descriptions used for GAAP financial measures
or related

          United
States Securities and Exchange Commission

          Division
of Corporate Finance

          November
10, 2009

          Page
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LETTER

    tabular
reconciliations of GAAP financial measures to non-GAAP measures. Rather, asset
impairment charges or other charges that management believes to be unusual and
that affect the comparability of the Company’s results to prior periods will be
disclosed in a manner that details the impact such charges had on our GAAP
results of operations.

              2.

              Note
      1.  Summary of Significant Accounting Policies, page
      49

    SEC
Comment:

    Refer
to your discussion of “Segment Information” on page 53.  We note that
you have elected to aggregate the results of your reporting segments in fiscal
2007 and 2008.  We have reviewed your support for this presentation,
as provided in your response letter dated August 16, 2005.  In view of
your current structure and activities, including the acquisition of Star in
fiscal 2006, we are not persuaded that your current presentation of a single
reporting segment (or the two reporting segments represented in your subsequent
Form 10-Q) is appropriate.  It appears to us that the presentation of
separate information may provide useful information to
investors.  Please address whether and how each of your three
nonbrokerage subsidiaries has similar operating characteristics and, if you
believe that they do, provide numerical support for your
conclusion.  In addition, please address their similarity in the five
relevant areas (such as products and processes, type of customer, methods used
to provide services etc.)  Finally, please provide us with a copy of
the most recent operating results and/or reports used by your chief operating
decision maker to make decisions about resources to be allocated and to assess
performance.  We may have further comments upon review of your
response.

    Response:

    Covenant
Transportation Group, Inc. (“CTG”) has two reportable segments: Asset-Based
Truckload Services (“Truckload”) and our Brokerage Services, also known as
Covenant Transport Solutions, Inc. (“Solutions").

    As
detailed below, the Truckload segment consists of three asset-based operating
fleets that are aggregated because they have similar economic characteristics
and meet the aggregation criteria of Financial Accounts Standards Codification
(“ASC”) 280, “Segment Reporting” (f/k/a SFAS No. 131).  The three
operating fleets that comprise our Truckload segment are as follows: (i)
Covenant Transport, Inc. which provides expedited long haul, dedicated, and
regional solo-driver service; (ii) Southern Refrigerated Transportation, Inc.,
or SRT, which provides primarily long-haul and regional temperature-controlled
service; and (iii) Star Transportation, Inc., which provides regional
solo-driver service.

    The
Solutions segment provides freight brokerage service directly and through
freight brokerage agents who are paid a commission for the freight they provide.
The brokerage operation has helped us continue to serve customers when we lacked
capacity in a given area or when the load has not met the operating profile of
our Truckload segment.

    Management
concluded that each of the three asset-based fleets is an operating segment as
defined by ASC 280; given each of the three subsidiaries has the following
characteristics:

          United
States Securities and Exchange Commission

          Division
of Corporate Finance

          November
10, 2009

          Page
3

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LETTER

              a)

              Engages
      in business activities from which it may earn revenues and incur expenses
      (including revenues and expenses relating to transactions with other
      components of the same enterprise);

              b)

              Operating
      results of the component are regularly reviewed by the enterprise's chief
      operating decision maker (“CODM”) to make decisions about resources to be
      allocated to the segment and assess its performance;
  and

              c)

              For
      which discrete financial information is
  available.

    As it
relates to management’s aggregation of these operating segments for reporting
purposes, management evaluated the criteria provided in ASC 280-10-50-11 and
notes that the operating segments have similar operating characteristics. ASC
280 details that similar operating characteristics include producing comparable
long-term average gross margins.  Management believes the historical
operating ratio analysis discussed below and in Attachment #1 supports that the
long-term operating results of each of the three asset-based businesses are
similar.

    [The
Company hereby requests confidential treatment of Attachments #1 and #2 pursuant
to Commission Rule 83 (17 C.F.R. §200.83).  Attachments #1 and #2 have
been mailed to the Commission, are provided in response to the Staff’s comments,
and are submitted as a supplemental submission under Rule 12b-4 under the
Securities Exchange Act of 1934, which submission requests that the materials be
returned to the Company in accordance with Rule 12b-4.]

    Additionally,
as detailed below, the operating characteristics are similar in each of the
following areas:

              a)

              Nature of product and
      services – Each of the asset-based fleets has the same nature of
      services (i.e. over-the-road truckload freight transportation) to
      customers throughout much of the United
States.

              b)

              Nature of the production
      process – None of the asset-based fleets have a production
      process.

              c)

              Type or class of customer for
      their products and services – Each of the asset-based fleets has
      the same class of customer (i.e. shippers of truckload quantities in
      non-local movements). This is supported by the fact that approximately one
      hundred of the Company’s customers engage in business with a combination
      of the operating fleets, including larger customers such as General
      Electric, Coca Cola, Bridgestone, Wal-Mart, Schering-Plough, Georgia
      Pacific, etc.  Many customers are not sure which subsidiary will
      haul a load until the morning of the shipment, which many times is based
      on which subsidiary happens to have the closest available open
      truck.  Additionally, the days sales outstanding for the
      subsidiaries is consistent given the similar customer profiles, noting
      that the average since December 31, 2007 is 37 days for Covenant, 36 days
      for Star and 42 days for SRT,
respectively.

              d)

              Methods used to distribute
      their products or provide their services - Each of the asset-based
      fleets uses the same methods to provide their services, which are
      primarily asset-based truckload carriers that use the same types of
      tractors, trailers, drivers, dispatching, billing, collecting, and
      marketing. This is supported by the fact that in January of 2007, the
      Company significantly decreased its refrigerated service
      offering

          United
States Securities and Exchange Commission

          Division
of Corporate Finance

          November
10, 2009

          Page
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    within
the Covenant operating subsidiary by transitioning 250 of the trucks, along with
the related trailers, drivers, etc. into the SRT
subsidiary.  Additionally, in January of 2009, the Company transferred
approximately 50 Star tractors to the SRT subsidiary.  Management
believes the movement of equipment and drivers between operating fleets supports
the commonality of the nature of the related businesses and the methods employed
to provide their services.

              e)

              The nature of the regulatory
      environment – Each of the asset-based fleets is regulated under the
      same federal and state regulatory agencies and governmental authorities,
      principally the Federal Motor Carriers Safety Administration, United
      States Department of Transportation and similar state
      agencies.

    Other
examples that support the fact that the business are all the same include the
transfer of a number of auxiliary power units from Covenant tractors to Star
tractors in fiscal 2009, in an effort to help better manage Star’s fuel mileage.
Further, the Company’s revenue equipment and fuel are purchased centrally and
the related tractors are ordered with substantially the same specifications and
the fuel networks used by the subsidiaries are consistent. Additionally, each of
the subsidiaries uses the others’ shops to repair equipment and trailers are
routinely swapped to facilitate efficiencies if one subsidiary has available
trailers in an area where another subsidiary has demand for the
units.

    Based on
the foregoing, the Company concluded that the asset-based operating segments
meet the aggregation criteria discussed above and as such are appropriately
presented as one reportable segment, in accordance with the provisions of ASC
280.

    Additionally,
pursuant to your request, attached are certain of the operating reports that are
used by David Parker, (the Company’s founder, CEO, President and majority
shareholder) who is the Company’s CODM, to make decisions about resource
allocation and to assess performance. Below is a summary of each report,
including the related purpose and distribution.

    Attachment
#1 Operating Ratio
Analysis – The purpose of the analysis is to compare each subsidiary’s
operating ratio (the Company’s and asset-based truckload industry’s main measure
of profitability, which is defined as operating expenses, net of fuel surcharge
revenue, divided by freight revenue) both for the current quarter and to provide
a retrospective review of prior periods. The related document is reviewed by
CTG’s executive management, including the CODM, to assess performance and
performance improvement.  Additionally, the analysis is used to
determine resource allocation, as evidenced by a decision to increase the number
of units at SRT in 2007 and 2009 as a result of their improved operating results
when compared to the other asset-based subsidiaries. The related analysis is
also provided to the Company’s Board of Directors in their quarterly board
meeting materials.  As detailed in the attachment, the operating
ratios at each of the three asset-based fleets are consistent and generally
change in the same pattern based on the cyclical nature of the truckload
business and changes on the overall economic environment. Management believes
that the current, historic and future gross margins of the operating segments
are similar, thus supporting the fact that they have similar economic
characteristics.

    Attachment
#2 Operating Report –
The purpose of this operating report is to monitor the weekly, monthly and
year-to-date revenue and certain related statistics and is

          United
States Securities and Exchange Commission

          Division
of Corporate Finance

          November
10, 2009

          Page
5

          RULE
12B-4 AND COMMISSION RULE 83 (17 CFR 200.83) FOIA CONFIDENTIAL TREATMENT
REQUESTED BY COVENANT TRANSPORTATION GROUP, INC. FOR CERTAIN PORTIONS OF THIS
LETTER

    prepared
weekly by each subsidiary.  Attachment #2 sets forth the categories of
information set forth in the report.  The report is distributed to
CTG’s executive management and the CODM, along with financial and operational
management.  The operating reports of the asset-based subsidiaries are
consolidated to summarize the related activity for the Truckload segment, which
excludes Solutions. The chief operating decision maker uses these reports (i.e.
individual subsidiary operating reports and combined Truckload report) to assess
performance and make investment allocation decisions, primarily as it relates to
the utilization and placement of revenue equipment.

    [The
Company hereby requests confidential treatment of Attachments #1 and #2 pursuant
to Commission Rule 83 (17 C.F.R. §200.83).  Attachments #1 and #2 have
been mailed to the Commission, are provided in response to the Staff’s comments,
and are submitted as a supplemental submission under Rule 12b-4 under the
Securities Exchange Act of 1934, which submission requests that the materials be
returned to the Company in accordance with Rule 12b-4.]

    3.  Liquidity and Capital
Resources, page 24

      SEC
Comment:

    On
an ongoing basis, as applicable, please discuss the business reasons for, and
the implications of, your working capital deficit.

    Response:

    In future
filings, the Company will, if applicable, discuss the business reasons for, and
the implications of, any working capital deficit.

    Given the
Company has a working capital deficit at September 30, 2009, we have included
the following discussion in the Liquidity and Capital Resources section of the
related Form 10-Q:

    We had a
working capital (total current assets less total current liabilities) deficit of
$29,681,000 at Sept

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561          November 3, 2009  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 year ended December 31, 2008
Filed March 31, 2009
  File No. 0-24960
Dear Mr. Cribbs:

We have reviewed your filing and have the following comments.  We think you
should revise your document in future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond with in ten (10) business days.

Mr. Richard B. Cribbs
Covenant Transportation Group, Inc.
November 3, 2009 Page 2

Forms 10-K (Fiscal Year  Ended December 31, 2008)
 Management’s Discussion and Analysis

 Recent Results and Year-End Financial Condition, page 21

 1. Refer to your narrative discussion and ta ble disclosure of the non-GAAP measure
of net loss, without the impairment charge s, and related loss per share.  Please
delete this and any other references of non-GAAP financial measures from filed documents such as your Forms 10-K a nd 10-Q.  You may choose instead, for
example, to discuss and disclose the dolla r (or percentage) impact the impairment
charges had on (or contribut ed to) your GAAP results  of operations, without
presenting such non-GAAP totals that excl uded these charges.  Please revise in
future filings.  We do not accept non-GAAP financial measures with titles or
descriptions confusingly similar to titles  or descriptions used for GAAP financial
measures, including “Non-GAAP Basi s Net Loss Excluding Impairment
Charges.”
 Note 1. Summary of Significant Accounting Policies, page 49

2. Refer to your discussion of “Segment Info rmation” on page 53.  We note that you
have elected to aggregate the results of  your reporting segments in fiscal 2007 and
2008.  We have reviewed your support for this presentation, as provided in your
response letter dated August 16, 2005.  In view of your current structure and
activities, including the acqui sition of Star in fiscal 2006, we are not persuaded
that your current presentation of a singl e reporting segment (or the two reporting
segments presented in your subsequent Form  10-Q) is appropriate.  It appears to
us that the presentation of separate information may provide useful information to
investors.  Please address whether and how each of your three nonbrokerage
subsidiaries has similar operating charact eristics and, if you believe that they do,
provide numerical support for your conclu sion.  In addition, please address their
similarity in the five relevant areas (s uch as products and processes, type of
customer, methods used to provide services etc.).  Finally, plea se provide us with
a copy of the most recent operating resu lts and/or reports used by your chief
operating decision maker to make decisions about resources to be allocated and to
assess performance.  We may have further comments upon review of your
response.

Mr. Richard B. Cribbs
Covenant Transportation Group, Inc.
November 3, 2009
Page 3

Form 10-Q for Quarter Ended June 30, 2009

Liquidity and Capital Resources, page 24
3. On an ongoing basis, as applicable, pleas e discuss the business reasons for, and
the implications of, your working capital deficit.

* * * * *
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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 taking 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Beverly A. Singleton, Staff Accountant, at  (202) 551-3328 or
Margery E. Reich, Senior St aff Accountant, at (202) 551-3347 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3211 with any other questions.          S i n c e r e l y ,
   David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

      SEC Response Letter - August 2005

    August
      16, 2005

    VIA
      EDGAR

    David
      R.
      Humphrey, Branch Chief

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

            Re:    Covenant
      Transport, Inc. (the "Company")

              Commission
      File No. 0-24960

              Form
      10-K: For the year ended December 31, 2004 ("Form 10-K")

    Dear
      Mr.
      Humphrey:

    This
      letter responds to the Staff's comments to the Company's Form 10-K, as set
      forth
      in the Staff's supplemental letter dated August 3, 2005. For your convenience,
      the headings and paragraph numbers in this letter correspond to the headings
      and
      paragraph numbers in the Staff's supplemental letter.

    Form
      10-K: For the year ended December 31, 2004

    Nature
      of Business, page 44

    1. Question:

    We
      understand, from your response to comment 4 of our letter, that the
      transportation services do not constitute reportable operating segments under
      SFAS 131. However, your two operating subsidiaries do appear to constitute
      reportable operating segments and you state that you are able to analyze
      operating results on a subsidiary basis. If our understanding is correct, please
      provide additional support for your conclusion that the two operating segments
      should be aggregated. You state that two or more operating segments may be
      aggregated if the segments have similar operating characteristics and are
      similar in each of five areas. However, paragraph 17 also requires that
“aggregation be consistent with the objectives and basic principles of the
      statement.” That is, you may aggregate if presenting the information separately
      will not provide much useful information to investors. If the information is
      prepared and made available to management for the purpose of analyzing operating
      results and key performance indicators, it would appear that a separate
      presentation would provide useful information to a user of financial statements
      as well. Please revise or advise. In addition, your response should provide
      numerical support for your determination that the segments have “similar
      economic characteristics.” We may have additional comments upon review of your
      response.

          David
            R.
            Humphrey, Branch Chief

          August
            16, 2005

          Page
            2

    Answer:

    Within
      the Company, we have two operating subsidiaries - Covenant Transport ("Covenant
      Transport"), which generated 88% of our revenue in 2004, and Southern
      Refrigerated Transport ("SRT"), which generated 12% of our revenue in 2004.
      The
      Company acquired all of the outstanding stock of SRT in October 1998. SRT was
      originally maintained as a separate subsidiary because of an ongoing IRS audit
      involving the former owner of SRT. There is no operationally necessary reason
      for maintaining a separate subsidiary. It is administratively easier and less
      expensive to leave the subsidiary in place rather than amend contracts, replace
      licenses, and take other actions that would be required if the SRT subsidiary
      were to be dissolved or merged.

    We
      do not
      believe that reporting SRT and Covenant Transport as two separate segments
      would
      be meaningful to investors for the following reasons:

              ·

              Comparing
                the separate financial statements of Covenant Transport and SRT would
                be
                misleading to investors because the costs of administrative functions
                performed by Covenant Transport for the corporate group are not allocated
                to SRT, thus distorting SRT's stand-alone
                profitability.

              ·

              Each
                of Covenant Transport and SRT operates temperature-controlled trailers,
                which means the subsidiaries do not have distinctly divided
                operations.

              ·

              Each
                of Covenant Transport and SRT generates revenue and incurs expenses
                in
                substantially the same manner and has similar cash flow and capital
                expenditure characteristics, reducing the usefulness of separate
                disclosures.

              ·

              While
                the separate information is available, upon request, our board of
                directors does not in fact review the separate information as part
                of its
                board materials, nor has the board made any capital allocation decisions
                based on the separate financial statements (at least in part because
                the
                SRT financial statements do not contain all administrative expenses
                and
                are thus not reliable).

    Additional
      information follows.

              1.

              Administrative
                expenses are not allocated.
                Covenant Transport provides a substantial portion of the administration
                functions for SRT, and the costs of such functions are not allocated
                to
                SRT. These costs include risk management, safety, finance, tax planning,
                executive management, and equipment purchases and dispositions. Such
                costs
                for the entire corporate group are recorded in Covenant Transport's
                financial statements and not in SRT's financial statements. Accordingly,
                any comparison would be misleading in that Covenant Transport's expenses
                would be overstated and SRT's expenses would be understated.

          David
            R.
            Humphrey, Branch Chief

          August
            16, 2005

          Page
            3

              2.

              SRT
                provides services that are substantially identical to services provided
                within Covenant Transport's temperature-controlled
                division.
                Covenant Transport's temperature-controlled division has approximately
                200
                tractors and SRT has approximately 400 tractors providing similar
                services, sharing some of the same customers, and occasionally sharing
                equipment. As noted in our July 20th
                letter, we are unable to provide discrete financial information for
                the
                various services that we provide within Covenant Transport. Accordingly,
                to the extent investors were interested in evaluating the differences
                between temperature-controlled and dry operations, the financial
                statement
                would not be useful because: (a) not all temperature-controlled operations
                are in SRT, and (b) the lack of expense allocation discussed above
                would
                distort the comparison regardless.

              3.

              Covenant
                Transport and SRT both generate revenue primarily through transporting
                truckload freight.
                Revenue is generated as a function of miles per tractor, average
                revenue
                per mile, percentage of non-revenue miles, and tractors without drivers.
                For both of Covenant Transport and SRT these factors come together
                in the
                measure "average freight revenue per tractor per week," the main
                measure
                of asset productivity for each.

    For
      both
      subsidiaries, most major expenses are variable with miles traveled. Fuel, driver
      pay, maintenance, insurance and claims, and purchased transportation are all
      variable expenses. Major fixed expenses include depreciation and amortization,
      financing costs, and non-driver personnel and administrative costs, including
      the headquarters cost.

    We
      do not
      believe separate disclosure would be useful because a component of the
      difference in financial results would be in the categories of non-driver
      personnel and administrative expenses, and these are not allocated. The table
      below contains additional information concerning our revenue and
      expenses.

              Revenue
                Analysis for Year Ended 2004

              Covenant

              Transport

              SRT

              Revenues

              $489.6
                million

              $67.6
                million

              Average
                revenue per load

              $1,304

              $1,560

              Average
                revenue per loaded mile

              $1.403

              $1.381

              Average
                revenue per total mile

              $1.276

              $1.259

              Average
                revenue per truck per week

              $2,979

              $3,112

              Expense
                Analysis for Year Ended 2004

              (as
                a percentage of total revenue)

              Covenant

              Transport

              SRT

              Driver
                pay

              22.0%

              24.7%

              Fuel

              20.7%

              25.0%

              Depreciation

              7.4%

              7.1%

              Total
                operating expenses

              97.8%

              91.3%

          David
            R.
            Humphrey, Branch Chief

          August
            16, 2005

          Page
            4

              4.

              Our
                Board of Directors does not use the separate financial statements
                for
                decision-making.
                We do not distribute separate financial statement of SRT to our board
                of
                directors nor have they used such information in making strategic
                or
                capital allocation decisions.

    Based
      on
      the foregoing, we do not believe that separate presentations of SRT and Covenant
      Transport would help users of our financial statements to better understand
      our
      business, better assess our prospects for future net cash flows, or make more
      informed judgments about the Company as a whole. We believe the presentation
      of
      our operations as one segment, the transportation of goods, is appropriate
      and
      consistent with the objectives and basic principles of SFAS 131.

    2. As
      a
      related matter, if operating segments have been aggregated, the filing should
      disclose this fact in accordance with paragraph 26a of SFAS
      131.

    Answer:

    We
      agree
      with your comment and will make the suggested change in future
      filings.

    OTHER
      COMMENTS

    Pursuant
      to the Staff's request, the Company hereby acknowledges that:

    1.  The
      Company is responsible for the adequacy and accuracy of the disclosure in the
      filings reviewed by the Staff;

    2.  Staff
      comments or changes to disclosure in response to Staff comments in a filing
      reviewed by the Staff do not foreclose the Commission from taking any action
      with respect to the filing; and

    3.  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.

    We
      hope
      the information contained in this letter provides the desired information in
      response to the Staff's comments. As noted above, we do not believe any
      amendment of the Form 10-K is required and respectfully request that any changes
      in disclosure be prospective only. If you have further questions or comments
      regarding the above, please contact me at 423-825-3336.

              Respectfully,

              /s/
                Joey B. Hogan

              Joey
                B. Hogan

              Chief
                Financial Officer

    c:  Joe
      Reid
      (KPMG LLP)

      Mark
      A.
      Scudder (Scudder Law Firm P.C., L.L.O.)

August 3, 2005

Via US Mail and Facsimile

Mr. Joey B. Hogan
Chief Financial Officer
Covenant Transport, Inc.
400 Birmingham Highway
Chattanooga, TN 37419

Re: Covenant Transport, Inc.
 Form 10-K for the year ended December 31, 2004
 Commission File Number:  000-24960

Dear Mr. Hogan:

We have reviewed your July 20, 2005 response le tter and have the following comments.
Where expanded or revised disclosure is reque sted, you may comply with these comments in
future filings.  If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  We  also ask you to provide us with supplemental
information so we may better understand your disclosu re.  Please be as detailed as necessary in
your explanation.  We look forward to worki ng with you in these respects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * *

Nature of Business, page 44

1. We understand, from your response to comment 4 of our letter, that the transportation
services do not constitute reportable operating segments under SFAS 131.  However, your
two operating subsidiaries do appear to cons titute reportable operating segments and you
state that you are able to anal yze operating results on a subsidia ry basis.  If our understanding
is correct, please provide additional support for your conclusion that the two operating
segments should be aggregated.  You state th at two or more operating segments may be
aggregated if the segments have similar operati ng characteristics and are similar in each of
five areas.  However, paragra ph 17 also requires that “aggreg ation be consistent with the

Mr. Joey B. Hogan
Covenant Transport, Inc.
August 3, 2005
Page 2

objectives and basic principles of the statement.”  That is, you may aggregate if presenting
the information separately will not provide much useful information to investors.  If the
information is prepared and made available to management for the purpose of analyzing
operating results and key performance indicators, it would appear that a separate presentation
would provide useful information to a user of fi nancial statements as well.  Please revise or
advise.  In addition, your res ponse should provide numerical support for your determination
that the segments have “similar economic ch aracteristics.”  We may have additional
comments upon review of your response.

2. As a related matter, if operating segments have  been aggregated, the filing should disclose
this fact in accordance w ith paragraph 26a of SFAS 131.

* * * * * * * * * * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking 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 federa l securities laws of  the United States.

In addition, please be advi sed that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

Mr. Joey B. Hogan
Covenant Transport, Inc.
August 3, 2005
Page 3

 You may contact Amy Geddes at 202- 551-3304 or Margery Reich at 202-551-
3347 if you have questions regarding comments on the financial stat ements and related matters.
Please contact me at 202-551-3211 with any other questions.

        S i n c e r e l y ,

David R. Humphrey
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

      Response to SEC Form 10-K Comment Letter

      July 20, 2005

    VIA
      EDGAR

    David
      R.
      Humphrey, Branch Chief

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    Re:     Covenant
      Transport, Inc.

    Commission
      File No. 0-24960

    Form
      10-K: For the year ended December 31, 2004 ("Form 10-K")

    Dear
      Mr.
      Humphrey:

    This
      letter responds to the Staff's comments to Covenant Transport, Inc.'s Form
      10-K,
      as set forth in the Staff's letter dated July 6, 2005. For your convenience,
      the
      headings and paragraph numbers in this letter correspond to the headings and
      paragraph numbers in the Staff's letter.

    Form
      10-K: For the year ended December 31, 2004

    Management's
      Discussion and Analysis

    Overview,
      page 14

    Increase
      to Claims Reserves, page 15

    1.
      Question:

    We
      note that the $19.6 million adjustment made in the fourth quarter of 2004,
      as
      described in this section and elsewhere in the filing, relates to the 2001-2003
      fiscal years' increases in primary retention amounts for and frequency of
      workers compensation and casualty claims. Supplementally explain to us why
      you
      feel this is a change in estimate versus an error, and is properly recorded
      during 2004.

      Answer:

      We offer the following information supplementally.

          David
            R. Humphrey, Branch Chief

          July
            20,
            2005

          Page
            2

    Executive
      Summary

      Consistent with paragraph 13 of APB 20, we believe the
      $19.6
      million adjustment was a change in estimate, rather than the correction of
      an
      error, because it resulted from subsequent developments including:

    1)  variability
      in the amount covered by the Company, due to the changes in
      retention;

    2)  increased
      frequency of accidents and claims; and

    3)  more
      volatility in the amount of claims costs and settlements

    These
      subsequent developments (i.e., development of large claims, particularly during
      2004 when several large claims incurred during 2003 began to develop with more
      volatility and overall adverse developments), supplemented by a third-party
      actuarial study, afforded us better insight to make improved judgments as to
      our
      estimated ultimate liability for self-insurance reserves.

    History
      of Deductible/Retention Limits

      We have significantly increased the self-insured retention portion of our
      insurance coverage for claims since February of 2001. In February of 2001 we
      had
      a $5,000 deductible for liability claims and a $250,000 deductible for workers'
      compensation claims. At March 2005, we were self-insured for personal injury
      and
      property damage claims for amounts up to $2.0 million per occurrence, subject
      to
      an additional $2.0 million self-insured aggregate amount, which results
      in
      the total self-insured retention of up to $4.0 million until the
      $2.0 million aggregate threshold is reached. We are also self-insured
      for
      cargo loss and damage claims and for workers' compensation for amounts up to
      $1.0 million per occurrence. The following chart reflects the major changes
      in
      our casualty program since March 1, 2001:

                Coverage Period

              Primary

              Coverage

              Primary

              Coverage

              SIR/deductible

              Excess

              Coverage

              Excess

              Coverage

              SIR/deductible

              Prior
                to March 2001

              $1.0
                million

              $5,000

              $14.0
                million

              $0

              March
                2001 - Feb. 2002

              $1.0
                million

              $250,000

              $49.0
                million

              $3.0
                million

              March
                2002 - July 2002

              $2.0
                million

              $500,000

              $48.0
                million

              $3.0
                million

              July
                2002 - Nov. 2002

              $2.0
                million

              $500,000

              $0(1)

              $0(1)

              Nov.
                2002- Feb. 2003

              $4.0
                million

              $1.0
                million

              $16.0
                million

              $3.0
                million

              March
                2003 - Feb. 2004

              $5.0
                million

              $2.0
                million(2)

              $15.0
                million

              $2.0
                million

              March
                2004 - Feb. 2005

              $5.0
                million

              $2.0
                million(2)

              $15.0
                million

              $2.0
                million

              March
                2005 - Feb. 2007

              $2.0
                million

              $2.0
                million(2)

              $48.0
                million

              $0

              (1)

              Represents
                period for which no proof of insurance was available from agent and
                coverage was determined to be invalid.

              (2)

              Plus
                applicable self-insured corridor of $2.0 to $4.0 million. Self-insured
                retention of $1.0 million for cargo
                damage.

      In summary, the table demonstrates that the Company has made several changes
      to
      its risk management program, which has increased the amount of the Company's
      exposure for large claims.

          David
            R. Humphrey, Branch Chief

            July
              20,
              2005

            Page
              3

    History
      of Casualty Accident Trend Rate

      Our frequency rate for casualty claims and workers' compensation claims
      increased significantly between 2000 and 2003 before reversing in 2004. The
      following table illustrates DOT accidents per million miles, the number of
      large
      casualty claims (defined as claims greater than $250,000), and the number of
      workers' compensation claims for our Covenant Transport subsidiary, which
      constitutes 90% of our revenue.

              Calendar
                Year

              2000

              2001

              2002

              2003

              2004

              DOT
                Accident Frequency Ratio

              .706

              .877

              1.237

              1.257

              1.103

              Casualty
                Claims Over $250,000

              12

              13

              17

              13

              7

              Number
                of Workers' Comp Claims

              561

              720

              696

              831

              669

    Although
      the number of large casualty claims declined in between 2002 and 2003, the
      severity (or expected ultimate claim liability) of accidents was greater in
      2003
      for large claims. In addition, since the Company was increasing both its
      deductible and exposure per claim in each of these years, the impact of large
      claims was more significant when compared to overall self-insurance
      liabilities.

    History
      of Balance Sheet Claims Accrual

      Prior to 2001 our reserve for estimated claims was not significant because
      of
      very low self-insured retention amounts. In 2001, our self-insured retention
      increased as management adopted a strategy to manage the increased premium
      costs
      due to changes in the insurance market caused insurers to raise premiums.
      Between 2001 and 2004 our self-insured retention increased significantly, as
      did
      our actual claims experience. Accordingly, we began estimating our individual
      claims reserves and aggregate self-insurance reserves with limited historical
      company-specific claims and development experience.

      Our process for estimating claims included utilizing a third-party claims
      administrator that worked under our direction, having an internal risk
      management committee evaluate all large claims and using actuarial software
      to
      estimate ultimate payouts, concerning the appropriate range for our
      self-insurance reserves. Based on all available information we established
      claims reserves and an estimate of incurred but not reported (IBNR) amounts
      in
      establishing self-insurance reserves for financial reporting. This information
      was updated periodically (at least quarterly) to adjust the self-insurance
      reserve to our estimate of ultimate liability.

      By 2004, we had more experience concerning development of large claims, although
      the most significant claims had occurred during 2003. The aggregate development
      of the large claims was trending to be greater than originally estimated or
      anticipated when using historical development information. In addition, the
      overall size of the self-insurance reserve had grown to $27.4 million at the
      end
      of 2003 as the result of the increase in retention on a per claim basis as
      well
      as an increase in the number of claims. The following table illustrates the
      increase in the self-insurance reserve for estimated casualty and workers'
      compensation claims:

              Year
                ended December 31,

              2000

              2001

              2002

              2003

              2004

              Insurance
                Claims Accrual ($millions)

              1.0

              11.9

              21.2

              27.4

              46.2

    Third-Party
      Actuarial Analysis

      As a result of the changes in retention levels, unfavorable claims development,
      particularly relating to large claims incurred in 2003, and the increases in
      the
      amount of the overall self-insurance reserve, in mid 2004 we engaged an
      independent, third-party actuarial services firm to review our loss history
      and
      provide an estimate of our ultimate payout of claims incurred through August
      2004 in a

          David
            R. Humphrey, Branch Chief

            July
              20,
              2005

            Page
              4

    report.
      This was disclosed in the Company's Form 10-Q for the quarter ended September
      30, 2004. The Company requested the actuary to update the information through
      December 31, 2004, which was received in January 2005. The actuarial firm
      provided additional information concerning industry-wide development trends,
      an
      analysis using different actuarial methods to produce a range of actuarial
      estimates, and additional analysis of our large claims and estimation of
      development of large claims and overall development.

    Development
      of Large Claims

      Between 2003 and 2004, we increased the estimated ultimate amount on several
      large claims, as subsequent information and developments on these claims
      indicated that the initial estimates needed to be increased. These subsequent
      developments included items such as settlement negotiations, additional facts
      concerning the claim, continued inflation in the amount of liability awards
      against truckers generally, unfavorable court decisions, and more experience
      in
      evaluating the overall cost of claims. One large claim incurred in the first
      quarter of 2003 illustrates this point, as the change from the initial estimate
      to the estimate at December 31, 2004, was $2.1 million.

      Based on the subsequent evaluation of the information and the impact of the
      developments described above, supplemented by our third party actuarial review,
      we determined that a change in our estimated ultimate liability, and thus in
      our
      self-insurance accrual, of $19.6 million was warranted.

    Accounting
      Treatment

      Paragraph No. 13 of APB 20 states:

    Errors
      in
      financial statements result from mathematical mistakes, mistakes in the
      application of accounting principles, or oversight or misuse of facts
      that existed at the time the financial statements were prepared.
      In
      contrast, a change in accounting estimate results from new information or
      subsequent developments and accordingly from better insight or improved
      judgment.

      We believe the increase in claims reserve did not meet the definition for an
      error under APB 20. The adjustment was not the result of (1) a mathematical
      mistake, (2) a mistake in the application of accounting principles, or (3)
      an
      oversight or misuse of facts that existed at the time the financial statements
      were prepared. Management used all facts available at the balance sheet date
      concerning the claims, used the processes then in place, took into consideration
      the views of the outside third-party claims administrator, and made an estimate.

      The adjustment meets the definition of change of accounting estimate under
      APB
      20. We believe that this change is a change in estimate consistent with the
      guidance contained in Paragraph 10 of APB
      20,
      which states: “Future events and their effects cannot be perceived with
      certainty; estimating therefore requires the exercise of judgment. These
      accounting estimates change as new events occur, as more experience is acquired,
      or as additional
      information is obtained.”, and Paragraph 13 of APB 20, which states: “… a change
      in accounting estimate results from new information or subsequent developments
      and accordingly from better insight or improved judgment.” The Company’s
      conclusion that it was necessary to increase the self-insurance liabilities
      resulted from more information and experience, as well as continued adverse
      developments. We believe the impact of that conclusion has been appropriately
      accounted for as a change in accounting estimate.

          David
            R. Humphrey, Branch Chief

            July
              20,
              2005

            Page
              5

      For the reasons explained above, the adjustment was properly recorded in 2004
      as
      a change in estimate.

    2.
      Question:

    As
      a
      related matter, we note that you have discussed adjusted net income for the
      $18
      million ($12.2 million net of tax) current year adjustment to claims reserves
      as
      well as net income in your overview of results, and that you have presented
      a
      non-GAAP measure reconciliation to net income for this presentation. Assuming
      that this change represents a change in estimate, we would generally not
      consider it to constitute a "non-recurring" item for purposes of a non-GAAP
      presentation. Accordingly, we believe that this presentation should be
      eliminated from your future reports pursuant to the guidance in Item 10 (e)
      of
      Regulation S-K. Please revise or advise. In this regard, please note we do
      not
      object to the discussion of the effect of this charge on net income in the
      context of the discussion of net income as measured by GAAP. Such a discussion

July 6, 2005

Via US Mail and Facsimile

Mr. Joey B. Hogan
Chief Financial Officer
Covenant Transport, Inc.
400 Birmingham Highway
Chattanooga, TN 37419

Re: Covenant Transport, Inc.
 Form 10-K for the year ended December 31, 2004
 Commission File Number:  000-24960

Dear Mr. Hogan:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requirem ents and to enhance the overall disclosure in
your filings.

Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may better understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in these respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Management’s Discussion and Analysis

Overview, page 14

Increase to Claims Reserves, page 15
1. We note that the $19.6 million adjustment made in the fourth qua rter of 2004, as described in
this section and elsewhere in the filing, relates to the 2001-2003 fiscal years’ increases in
primary retention amounts for and frequency of  workers compensation and casualty claims.

Mr. Joey B. Hogan
Covenant Transport, Inc.
July 6, 2005
Page 2

Supplementally explain to us why you feel this is a change in estimate versus an error, and is
properly recorded during 2004.

2. As a related matter, we note that you have discussed adjusted net income for the $18 million
($12.2 million net of tax) current year adjustment to claims reserves as well as net income in
your overview of results, and that you have presented a non-GAAP meas ure reconciliation to
net income for this presentation.  Assuming that this charge represents a change in estimate, we would generally not consider  it to constitute a “non-recurr ing” item for purposes of a non-
GAAP presentation.  Accordingly, we believe that  this presentation should be eliminated
from your future reports pursuan t to the guidance in Item 10 (e ) of Regulation S-K.  Please
revise or advise.  In this rega rd, please note we do not object to  the discussion of the effect of
this charge on net income in the context of  the discussion of net income as measured by
GAAP.  Such a discussion appears to be be neficial to a reader’s understanding of the
financial statements and is therefore acceptable.

Table of Contractual Obligations, page 23
3. We note that you have included only principa l payments in your table of contractual
obligations.  We generally believe  you should also include estimat ed interest payments in the
table as these represent a c ontractual obliga tion.  Your tabular disclosure should be
accompanied by a footnote explanation of th e methodology used in the calculation.  See
Section IV.A of FR-72 for guidance and revise or advise.

Financial Statements

Note 1. Summary of Significant Accounting Policies

Nature of Business, page 44
4. We note from the discussion of your business on page 4 that you are organized into four
major transportation services: Expedited Team Service, Dedicated Fleet Service, Temperature Controlled Servi ce, and Regional Truckload Serv ice.  Supplementally explain
to us how you have organized your business, how this organization relate s to the description
on page 4, and why you feel these activities do not cons titute separately reportable operating
segments.  Refer to the guidance in paragraph 10 of SFAS 131.

Goodwill, page 44

5. You state that, under SFAS 142, you are require d to evaluate goodwill and other intangible
assets with indefinite useful lives for impa irment on an annual basis, with any resulting
impairment recorded as a cumulative effect of a change in accounting principle.  While this
would be true of an impairment loss recognized as a result of the transi tional impairment test,
we would generally expect subsequent goodw ill impairment losses to be reported as a
component of income from operations before in come tax as described in paragraph B183 of

Mr. Joey B. Hogan
Covenant Transport, Inc.
July 6, 2005
Page 3

SFAS 142.  Please revise to clarify or suppl ementally explain why you believe the above
referenced guidance is inappropriate.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that they have provided a ll information investors
require.  Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in writing, a statement from the
company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in  response to staff comments in the filings
reviewed by the staff do not foreclose th e Commission from taking 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 federa l securities laws of  the United States.

In addition, please be advised that the Division of Enforcement ha s access to all information you
provide to the staff of the Divi sion of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please file your response to our comments via E DGAR within ten business days from the date of
this letter.  Please understand th at we may have additional comments after reviewing your
response.  You may contact Amy Geddes at 202-551-3304 or Margery Re ich at 202-551-2247 if
you have questions or me at 202- 551-3211 with any concerns as I supervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f