SMITHWAY MOTOR XPRESS CORP.

                       CODE OF BUSINESS CONDUCT AND ETHICS
                            Adopted on March 30, 2004


Introduction

     This Code of Business  Conduct and Ethics (this "Code") covers a wide range
of business  practices  and  procedures.  It does not cover every issue that may
arise,  but it sets out basic principles to guide all directors and employees of
the  Company.  All  of our  directors  and  employees  must  conduct  themselves
accordingly  and seek to avoid even the  appearance of improper  behavior.  This
Code  should  also be  provided  to and  followed  by the  Company's  agents and
representatives, including consultants.

     If a law  conflicts  with a policy in this Code,  you must  comply with the
law. If you have any questions  about these  conflicts,  you should  contact the
appropriate person listed on Schedule A to this Code.

     Those  who  violate  the   standards  in  this  Code  will  be  subject  to
disciplinary action, up to and including  termination of employment.  If you are
in a situation  which you  believe  may  violate or lead to a violation  of this
Code, follow the guidelines described in Section 15 of this Code.

1.   Compliance with Laws, Rules and Regulations

     It is the Company's  policy to comply with all applicable  laws,  rules and
regulations.  It is the personal  responsibility of each director,  employee and
representative  of the  Company  to adhere  to the  standards  and  restrictions
imposed  by those  laws,  rules  and  regulations.  It would  be  impossible  to
summarize here all the laws, rules and regulations  with which the Company,  our
directors,  our employees and our representatives  must comply; this Code refers
to only a few of them.

2.   Public Disclosure

     It  is  the   Company's   policy  that  the   information   in  our  public
communications,  including  SEC filings,  be full,  fair,  accurate,  timely and
understandable.  All directors, employees and representatives of the Company who
are  involved in our  disclosure  process  (including  our  principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or persons performing similar functions) are responsible for acting
in furtherance of this policy. In particular,  these individuals are required to
maintain familiarity with the disclosure  requirements applicable to the Company
and are prohibited from knowingly misrepresenting, omitting or causing others to
misrepresent or omit material facts about the Company to others,  whether within
or outside  the  Company,  including  the  Company's  independent  auditors.  In
addition,  any  director,  employee or  representative  of the Company who has a
supervisory  role in the  Company's  disclosure  process  has an  obligation  to
discharge his or her responsibilities diligently.

<PAGE>
3.   Conflicts of Interest

     A "conflict  of  interest"  occurs when an  individual's  private  interest
interferes in any way, or even appears to  interfere,  with the interests of the
Company as a whole. A conflict situation can arise when a director,  employee or
representative  of the Company takes  actions or has interests  that may make it
difficult  to  perform  his  or  her  work  for  the  Company   objectively  and
effectively.

     Personal  conflicts  of  interest  are  prohibited  as a matter of  Company
policy,  unless they have been waived in writing by the Company.  In particular,
no director, employee or representative of the Company may use or attempt to use
his or her position at the Company to obtain any improper  personal  benefit for
himself or  herself,  for his or her family  members,  or for any other  person,
including loans or guarantees of obligations, from any person or entity. Service
to the Company  should never be  subordinated  to personal  gain and  advantage.
Conflicts  of interest  should,  to the extent  possible,  be avoided.  The term
"family member" means a person's spouse, parents, children and siblings, whether
by blood, marriage or adoption, or anyone residing in such person's home.

     Any director,  employee or  representative of the Company who is aware of a
material  transaction or relationship  that could reasonably be expected to give
rise to a conflict  of  interest  should  discuss  the matter  promptly  with an
appropriate contact person listed in Schedule A to this Code.

4.   Insider Trading

     The Company has a  long-standing  commitment to comply with all  securities
laws and regulations.  U.S. securities laws prohibit persons from trading in the
securities  of a  company  on the  basis  of  material  non-public  information.
Material  non-public  information  is any  information  concerning  a  company's
business,  prospects,  securities  or market  that an  investor  might  consider
important in deciding  whether to buy or sell the  securities  of the company or
that could  affect the market  price of the  securities.  Examples  of  material
information include: possible mergers;  acquisitions or divestitures;  actual or
estimated  financial  results or changes in  dividends;  purchases  and sales of
investments in companies; obtaining or losing significant contracts; significant
product  developments;  threatened  major  litigation  or  developments  in such
matters;  and  major  changes  in  business  strategies.  If you have  access to
material information,  whether it pertains to the Company or another company, do
not buy or sell Company  securities or those of the other company until at least
two  business  days after the  information  has been  disclosed to the public by
press release or similar announcement.

     Two simple rules can help protect you in this area: (1) do not use material
non-public  information  for  personal  gain,  and (2) do not  pass  along  such
information to someone else who does not have a reason to know.

     You must  also  comply  at all  times  with the  Company's  separate,  more
detailed policy on insider trading.

                                      -2-

<PAGE>
5.   Corporate Opportunities

     Directors,  employees and  representatives of the Company owe a duty to the
Company  to  advance  the  Company's  legitimate  business  interests  when  the
opportunity to do so arises.  Directors,  employees and  representatives  of the
Company are  prohibited  from taking for  themselves,  or  directing  to a third
party, a business  opportunity  that is discovered  through the use of corporate
property,  information or position,  unless the Company has already been offered
the opportunity and turned it down.  More  generally,  directors,  employees and
representatives  of the  Company are  prohibited  from using  Company  property,
information or position for personal gain or competing,  directly or indirectly,
with the Company.

6.   Competition and Fair Dealing

     The  Company  has  a  history  of  succeeding   through   honest   business
competition.  We do not seek competitive advantages through illegal or unethical
business  practices.  Each director,  employee and representative of the Company
should endeavor to deal fairly with the Company's customers,  service providers,
suppliers, competitors and employees. No director, employee or representative of
the  Company  should  take  unfair  advantage  of anyone  through  manipulation,
concealment,  abuse of  privileged  information,  misrepresentation  of material
facts or any unfair dealing practice.

     The purpose of business  entertainment and gifts in a commercial setting is
to  create  good  will  and  sound  working  relationships,  not to gain  unfair
advantage  with  customers.  No gift or  entertainment  should  ever be offered,
given, provided or accepted by any director,  employee and representative of the
Company  unless it: (1) is not a cash gift,  (2) is  consistent  with  customary
business practices,  (3) is not excessive in value, (4) cannot be construed as a
bribe or payoff and (5) does not violate any laws or regulations. Please discuss
with an  appropriate  contact person listed in Schedule A to this Code any gifts
or proposed gifts which you are not certain are appropriate.

7.   Discrimination and Harassment

     The  diversity of the  Company's  employees is a tremendous  asset.  We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include  derogatory  comments  based on  racial or  ethnic  characteristics  and
unwelcome sexual advances.

8.   Health and Safety

     It is the Company's  policy to establish and manage a safe and healthy work
environment  and to  manage  our  business  in ways  that are  sensitive  to the
environment  and conserve  natural  resources.  The Company will comply with all
environmental,  health and safety laws and will internally  establish and comply
with our own  stricter  standards  where we believe the  applicable  laws do not
adequately protect health, safety or the environment.

     It is essential to the Company to provide  safe  services  that fulfill our
responsibilities  to  the  public,   maintain  a  competitive  position  in  the
marketplace and retain the confidence of our customers.

                                      -3-
<PAGE>
     The Company  strives to provide a safe and healthy work  environment.  Each
employee has responsibility for maintaining a safe and healthy workplace for all
employees  by  following  safety and health rules and  practices  and  reporting
accidents, injuries and unsafe equipment, practices or conditions.

     Violence and  threatening  behavior  are not  permitted.  Employees  should
report to work in condition to perform their duties,  free from the influence of
illegal  drugs or alcohol.  The use of illegal drugs or alcohol in the workplace
will not be tolerated.

9.   Record-Keeping

     The  Company  requires  honest and  accurate  recording  and  reporting  of
information in order to make responsible business decisions.  For example,  only
the true and actual number of hours worked should be reported.

     Many  employees  regularly  use business  expense  accounts,  which must be
documented  and  recorded  accurately.  If you are not sure  whether  a  certain
expense is legitimate,  contact the  appropriate  person listed on Schedule A to
this Code.

     All of the Company's books, records, accounts and financial statements must
be maintained in reasonable  detail,  must  appropriately  reflect the Company's
transactions and must conform both to applicable  legal  requirements and to the
Company's  system of internal  controls.  Unrecorded or "off the books" funds or
assets  should  not  be  maintained   unless  permitted  by  applicable  law  or
regulation.

     Business  records and  communications  often become  public,  and we should
avoid   exaggeration,    derogatory   remarks,    guesswork   or   inappropriate
characterizations  of  people  and  companies  that can be  misunderstood.  This
applies  equally to e-mail,  internal memos and formal  reports.  Records should
always be retained or destroyed  according  to the  Company's  record  retention
policies.

10.  Confidentiality

     In  carrying  out  the  Company's   business,   directors,   employees  and
representatives   of  the  Company  often  learn   confidential  or  proprietary
information  about the Company,  our customers,  prospective  customers or other
third  parties.  Directors,  employees and  representatives  of the Company must
maintain the  confidentiality  of all  information so entrusted to them,  except
when disclosure is authorized or legally  mandated.  Confidential or proprietary
information includes,  among other things, any non-public information concerning
the  Company,  including  all  non-public  information  that  might be of use to
competitors  or  harmful to the  Company  or our  customers  if  disclosed.  The
obligation to preserve confidential information continues even after a director,
employee or representative ceases to perform services for the Company.

11.  Protection and Proper Use of Company Assets

     All directors,  employees and representatives of the Company should protect
the Company's  assets and ensure their  efficient use. Theft,  carelessness  and
waste have a direct impact on our profitability. Any suspected incident of fraud
or theft should be immediately

                                      -4-
<PAGE>
reported  for  investigation.  The  Company's  assets  should  not be  used  for
non-company business,  though incidental personal use may be permitted.  Any act
that involves theft, fraud,  embezzlement or misappropriation of any property is
prohibited.

     The obligation of directors,  employees and  representatives of the Company
to  protect  our  assets  includes  our  proprietary  information,  intellectual
property and innovative ideas.  These intangible assets are very valuable to the
Company and must be appropriately managed and protected.  Information pertaining
to  acquisition  and  divestiture  plans,   technology,   competitive  position,
directional  strategy,  customers,  salaries,  product costs,  trade secrets and
other proprietary information must be protected from misuse.

     Intellectual property rights,  including patents,  trademarks,  copyrights,
trade  secrets and  know-how,  are  valuable  assets and must be planned for and
managed with the same degree of care as any other valuable  asset.  New concepts
and ideas will be  identified  for purposes of  evaluation  and  protection,  as
appropriate, to support the Company's long-term and short-term goals.

     Employees  and  representatives  of the Company also have an  obligation to
protect and manage any  software  that is licensed  by, or  proprietary  to, the
Company.  "Software"  includes  programs,  routines and procedures  that cause a
computer system to perform a predetermined function or functions, as well as the
supporting  documentation.  This  includes  algorithms,  flow charts,  diagrams,
specifications,  diagnostic  testing  materials  and  operating  or  maintenance
manuals.  Employees  and  representatives  of the Company  using,  acquiring  or
developing  software must make sure that the appropriate  intellectual  property
rights (copyrights, patents and trade secrets) in the software are obtained. All
software  use  must  be in  compliance  with  applicable  laws  and  contractual
obligations  assumed by the  Company,  including  copyright  laws and  necessary
licensing.  No employee  or  representative  of the  Company may use  unlicensed
software or create or use unauthorized copies of software.

12.  Payments to Government Personnel

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding  business   gratuities  which  may  be  accepted  by  U.S.  government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift,  favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense.  State and
local governments, as well as foreign governments, may have similar rules.

13.  Waivers of the Code of Business Conduct and Ethics

     This Code may be amended or modified by the  Company's  board of directors.
Any  waivers  of the  provisions  in  this  Code  for the  Company's  directors,
principal executive officer,  principal financial officer,  principal accounting
officer,  controller and other employees  performing similar functions and other
executive officers may be granted only by the Company's

                                      -5-
<PAGE>
board of  directors.  Any amendment to, or waiver from, a provision of this Code
that applies to a director,  principal  executive officer,  principal  financial
officer, principal accounting officer,  controller and other employee performing
similar  functions and other  executive  officers will be publicly  disclosed as
required by applicable law, regulation or Nasdaq rules.

14.  Reporting Violation and Enforcement

     All directors, employees and representatives of the Company must understand
and comply with this Code. Violation of this Code will not be tolerated and will
result in  discipline  for  employees  and other  appropriate  consequences  for
non-employees.

     Any  person  who  knows  or  believes  that  any   director,   employee  or
representative  of the Company  has  engaged or is  engaging in  company-related
conduct that violates this Code should report such information to an appropriate
contact person listed in Schedule A to this Code.

     You  may  report  such  conduct  openly  or  anonymously  without  fear  of
retaliation. The Company will not discipline,  discriminate against or retaliate
against any person who reports such  conduct in good faith,  whether or not such
information  is  ultimately  proven  to be  correct,  or who  cooperates  in any
investigation or inquiry regarding such conduct. Confidentiality regarding those
who make compliance reports and those potentially  involved is maintained to the
extent possible during a compliance investigation.

     In order to facilitate a complete investigation of a suspected violation, a
reporting  person  should be  prepared to provide as many  details as  possible,
including a description of the questionable  practice or behavior,  the names of
any persons involved, the names of possible witnesses,  dates, times, places and
any other available details.

     Based on its  investigation,  the Company will take prompt and  appropriate
corrective action in response to the concern, if necessary, to ensure compliance
with legal and ethical requirements.

     Violation  of this  Code  may  result  in  disciplinary  action,  up to and
including termination of employment, removal from the board or other appropriate
consequences  for  non-employees.  Any supervisor who directs or approves of any
conduct in violation of this Code, or who has knowledge of such conduct and does
not immediately  report it, also will be subject to disciplinary  action,  up to
and including termination of employment.

     Legal  proceedings  may also be  commenced,  if  necessary,  to recover the
amount of any  improper  expenditures,  any profits  realized  by the  offending
director,  employee or representative of the Company and any financial detriment
sustained by the Company. In appropriate circumstances,  violations of this Code
will be reported to the applicable authority.

15.  Compliance Procedures

     We must all work to ensure prompt and consistent action against  violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred.  Since we cannot anticipate every situation that will arise, it is
important  that we have a way to approach a new  question or problem.  These are
the steps to keep in mind:

                                      -6-
<PAGE>
     o    Make  sure you  have all the  facts.  In  order  to  reach  the  right
          solutions, we must be as fully informed as possible.

     o    Ask Yourself  Questions.  If you are in doubt about a business conduct
          situation, ask yourself the following questions:
          o    Is it legal?
          o    Does it violate this Code?
          o    Is it consistent with the Company's values?
          o    Is it fair and just?
          o    How does it make me feel about myself?
          o    What would my family think about it?
          o    How would it look in a newspaper article?
          o    Will I sleep soundly tonight?
          o    What would I tell my child to do?
          o    Does it have the appearance of impropriety?

     o    Clarify your  responsibility  and role. In most  situations,  there is
          shared  responsibility.  Are your colleagues informed?  It may help to
          get others involved and discuss the problem.

     o    Discuss the problem with your  supervisor.  This is the basic guidance
          for  all  situations.  In many  cases,  your  supervisor  will be more
          knowledgeable  about the question and will  appreciate  being  brought
          into  the   decision-making   process.   Remember   that  it  is  your
          supervisor's responsibility to help solve problems.

     o    Seek  help  from  Company  resources.  If you feel  that it may not be
          appropriate to discuss an issue with your supervisor,  or where you do
          not feel  comfortable  approaching your supervisor with your question,
          discuss it with the  appropriate  person  listed on Schedule A to this
          Code.

     o    Always  ask first,  act later:  If you are unsure of what to do in any
          situation, seek guidance before you act.





                                      -7-

<PAGE>

                                   SCHEDULE A

                                  CONTACT LIST

Directors and Executive Officers

Contact:

o    Chairman of the Board
o    Chair of the Audit Committee
o    Chief Executive Officer
o    Chief Financial Officer


Other Employees

Contact:

o    The employee's immediate supervisor
o    Human Resource representative
o    Chief Financial Officer
o    Chair of the Audit Committee


Representatives, Agents and Consultants

Contact:

o    Chair of the Audit Committee
o    Chief Financial Officer


This contact list is subject to change from time to time. Any change to this
contact list shall not be deemed an amendment to this Code.


<PAGE>

                           RECEIPT AND ACKNOWLEDGMENT



I  acknowledge  that I have  received  and will comply with the Code of Business
Conduct and Ethics. I understand and agree that the Code of Business Conduct and
Ethics is not an employment contract between Smithway Motor Xpress Corp. and me.

I  understand  that if I have  questions  related  to the  standards  of conduct
outlined  in the Code of  Business  Conduct  and  Ethics,  I am to discuss  them
promptly with an appropriate contact person listed in Schedule A attached to the
Code of Business Conduct and Ethics.





Signature___________________________________________  Date __________________


Print Name___________________________________________________________________


Location ____________________________________________________________________



Return this card to:          Chief Financial Officer
                              Smithway Motor Xpress Corp.
                              2031 Quail Avenue
                              Fort Dodge, Iowa  50501