SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

              -----------------------------------------------------


                                    FORM 10-Q

                                   (Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 2000

                                      OR

( )  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

                         Commission File Number 0-20793

                           Smithway Motor Xpress Corp.
             (Exact name of registrant as specified in its charter)


         Nevada                                       42-1433844
 (State or other jurisdiction            (I.R.S. employer identification number)
 of incorporation or organization)

                                2031 Quail Avenue
                             Fort Dodge, Iowa 50501
                                 (515) 576-7418
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                           principal executive office)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to  file  such  reports),  and  (2) has  been  subject  to the  filing
requirements for at least the past 90 days.

                                YES  X  NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (May 5, 2000).

              Class A Common Stock, $.01 par value:  4,010,640 shares
              Class B Common Stock, $.01 par value:  1,000,000 shares

                                                 Exhibit Index is on Page 12-13.




                                                                          Page 1
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


                                                                           PAGE
                                                                          NUMBER
Item 1. Financial Statements............................................. 3-7
        Condensed Consolidated Balance Sheets as of
          December 31, 1999 and March 31, 2000 (unaudited)............... 3-4
        Condensed Consolidated Statements of Earnings for the
          three months ended March 31, 1999 and 2000 (unaudited)......... 5
        Condensed Consolidated Statements of Cash Flows for the
          three months ended March 31, 1999 and 2000 (unaudited)......... 6
        Notes to Condensed Consolidated Financial
          Statements (unaudited)......................................... 7
Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations.............................. 8-11
Item 3. Quantitative and Qualitative Disclosures About Market Risks..... 11

                                     PART II
                                OTHER INFORMATION


 Item 1. Legal Proceedings................................................ 11
 Item 2. Changes in Securities and Use of Proceeds........................ 11
 Item 3. Defaults Upon Senior Securities.................................. 11
 Item 4. Submission of Matters to a Vote of Security Holders.............. 11
 Item 5. Other Information................................................ 11
 Item 6. Exhibits and Reports on Form 8-K................................. 12-13

                           FORWARD LOOKING STATEMENTS

     This  document  contains  forward-looking  statements.  Statements  by  the
Company in press releases,  public filings,  and stockholder reports, as well as
oral public  statements  by Company  representatives,  also may contain  certain
forward-looking  information.  Forward-looking information is subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those projected.  Without limitation, these risks and uncertainties include
economic  factors such as recessions,  downturns in customers'  business cycles,
surplus inventories, inflation, higher interest rates, and fuel price increases;
the resale value of the Company's used revenue  equipment;  the availability and
compensation  of  qualified  drivers  and   owner-operators;   competition  from
trucking,  rail, and intermodal  competitors;  and the availability of desirable
target  companies  and  financing for  acquisitions.  Readers  should review and
consider  the various  disclosures  made by the  Company in its press  releases,
stockholder  reports,  and public filings,  as well as the factors  explained in
greater detail in the Company's annual report on Form 10-K.

                                                                          Page 2

<PAGE>

                                                      PART I
                                               FINANCIAL INFORMATION


                                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                 December 31,        March 31,
                                                                                     1999               2000
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
<S>                                                                           <C>                <C>

                                    Assets
Current assets:
   Cash and cash equivalents..................................................$              685 $              171
   Receivables:
      Trade...................................................................            17,928             21,406
      Other...................................................................             1,599              2,266
      Recoverable income taxes................................................             1,021                190
   Inventories................................................................             1,611              1,630
   Deposits, primarily with insurers..........................................               281                243
   Prepaid expenses...........................................................               579              1,692
   Deferred income taxes......................................................             1,111              1,091
                                                                              ------------------ ------------------
         Total current assets.................................................            24,815             28,689
                                                                              ------------------ ------------------
Property and equipment:
   Land.......................................................................             1,081              1,456
   Buildings and improvements.................................................             6,865              7,298
   Tractors...................................................................            74,004             75,595
   Trailers...................................................................            42,054             42,001
   Other equipment............................................................             6,765              6,871
                                                                              ------------------ ------------------
                                                                                         130,769            133,221
   Less accumulated depreciation..............................................            36,464             40,478
                                                                              ------------------ ------------------
         Net property and equipment...........................................            94,305             92,743
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,650              5,546
Other assets..................................................................               244                250
                                                                              ------------------ ------------------
                                                                              $          125,014 $          127,228
                                                                              ================== ==================




</TABLE>

See accompanying notes to condensed consolidated financial statements.
                                                                          Page 3

<PAGE>

                                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                 December 31,        March 31,
                                                                                     1999               2000
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
<S>                                                                           <C>                <C>
                                       Liabilities and Stockholders' Equity
Current liabilities:
   Current maturities of long-term debt.......................................$            8,530 $            8,093
   Accounts payable...........................................................             4,962              6,291
   Accrued compensation.......................................................             2,436              3,084
   Accrued loss reserves......................................................             2,540              2,489
   Other accrued expenses.....................................................             1,188                967
                                                                              ------------------ ------------------
         Total current liabilities............................................            19,656             20,924
Long-term debt, less current maturities.......................................            50,985             51,551
Deferred income taxes.........................................................            14,865             15,109
                                                                              ------------------ ------------------
         Total liabilities....................................................            85,506             87,584
                                                                              ------------------ ------------------
Stockholders' equity:
   Preferred stock............................................................                 -                  -
   Common stock:
      Class A.................................................................                40                 40
      Class B.................................................................                10                 10
   Additional paid-in capital.................................................            11,414             11,413
   Retained earnings..........................................................            28,044             28,282
   Reacquired shares, at cost.................................................                 -               (101)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            39,508             39,644
                                                                              ------------------ ------------------
                                                                              $          125,014 $          127,228
                                                                              ================== ==================

</TABLE>

See accompanying notes to condensed consolidated financial statements.
                                                                          Page 4

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Three months ended
                                                             March 31,
                                                       1999             2000
                                                  -------------   --------------
<S>                                               <C>             <C
Operating revenue:
    Freight........................................$      47,206   $       50,579
    Other..........................................           89              169
                                                   -------------   --------------
        Operating revenue..........................       47,295           50,748
                                                   -------------   --------------
Operating expenses:
    Purchased transportation.......................       18,889           19,974
    Compensation and employee benefits.............       11,720           13,309
    Fuel, supplies, and maintenance................        5,518            7,264
    Insurance and claims...........................        1,240              798
    Taxes and licenses.............................          991              918
    General and administrative.....................        1,723            1,891
    Communications and utilities...................          578              526
    Depreciation and amortization..................        3,486            4,549
                                                   -------------   --------------
        Total operating expenses...................       44,145           49,229
                                                   -------------   --------------
             Earnings from operations..............        3,150            1,519
Financial (expense) income
    Interest expense...............................         (954)          (1,015)
    Interest income................................           41               17
                                                   -------------   --------------
             Earnings before income taxes..........        2,237              521
Income taxes.......................................          933              283
                                                   -------------   --------------
             Net earnings..........................$       1,304   $          238
                                                   =============   ==============
Basic and diluted earnings per common share........$        0.26             0.05
                                                   =============   ==============
Basic weighted average common shares outstanding...    5,020,892        5,020,464
    Common stock options and awards................          748                -
                                                   -------------   --------------
Diluted weighted average common shares outstanding.    5,021,640        5,020,464
                                                   =============   ==============


</TABLE>


See accompanying notes to condensed consolidated financial statements.
                                                                          Page 5

<PAGE>

                                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (Unaudited)
                                              (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                               March 31,
                                                                                     ------------------------------
                                                                                          1999           2000
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net earnings.......................................................................$        1,304 $           238
                                                                                     -------------- ---------------
  Adjustments to reconcile net earnings to net cash provided by operating
    activities:
    Depreciation and amortization....................................................         3,486           4,549
    Deferred income taxes............................................................           750             264
    Stock bonuses....................................................................            76              58
    Changes in:
      Receivables....................................................................        (3,628)         (4,145)
      Inventories....................................................................            10             (19)
      Deposits, primarily with insurers..............................................           (23)             38
      Prepaid expenses...............................................................          (844)         (1,113)
      Accounts payable and other accrued liabilities.................................         3,593           2,536
                                                                                     -------------- ---------------
       Total adjustments.............................................................         3,420           2,168
                                                                                     -------------- ---------------
       Net cash provided by operating activities.....................................         4,724           2,406
                                                                                     -------------- ---------------

Cash flows from investing activities:
  Purchase of property and equipment.................................................        (2,471)         (1,328)
  Proceeds from the sale of property and equipment...................................           891             200
  Other .............................................................................           100              (6)
                                                                                     -------------- ---------------
       Net cash used in investing activities.........................................        (1,480)         (1,134)
                                                                                     -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................             -           5,700
  Principal payments on long-term debt...............................................        (2,986)         (7,326)
  Payments for reacquired shares.....................................................             -            (160)
                                                                                     -------------- ---------------
       Net cash used in financing activities.........................................        (2,986)         (1,786)
                                                                                     -------------- ---------------

       Net increase (decrease) in cash and cash equivalents..........................           258            (514)
Cash and cash equivalents at beginning of period.....................................         1,276             685
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$        1,534 $           171
                                                                                     ============== ===============

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
       Interest......................................................................$          717 $           851
       Income taxes..................................................................            29            (812)
                                                                                     ============== ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        2,257 $         1,755
       Issuance of stock bonuses.....................................................            76              58
                                                                                     ============== ===============
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                                                          Page 6

<PAGE>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1. Basis of Presentation

     The condensed  consolidated  financial  statements  include the accounts of
     Smithway Motor Xpress Corp., a Nevada holding company,  and its four wholly
     owned subsidiaries.  All significant intercompany balances and transactions
     have been eliminated in consolidation.

     The condensed consolidated financial statements have been prepared, without
     audit,  in  accordance  with  generally  accepted  accounting   principles,
     pursuant to the  published  rules and  regulations  of the  Securities  and
     Exchange  Commission.  In  the  opinion  of  management,  the  accompanying
     condensed  consolidated  financial statements include all adjustments which
     are  necessary  for a fair  presentation  of the  results  for the  interim
     periods  presented,  such adjustments  being of a normal recurring  nature.
     Certain information and footnote disclosures have been condensed or omitted
     pursuant to such rules and  regulations.  The December  31, 1999  Condensed
     Consolidated  Balance  Sheet was derived from the audited  balance sheet of
     the Company for the year then ended.  It is suggested that these  condensed
     consolidated  financial statements and notes thereto be read in conjunction
     with the  consolidated  financial  statements and notes thereto included in
     the Company's  Form 10-K for the year ended  December 31, 1999.  Results of
     operations in interim periods are not necessarily  indicative of results to
     be expected for a full year.

Note 2. Effect of New Accounting Standards

     Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
     Derivative Instruments and Hedging Activities," as amended by SFAS No. 137,
     will be effective for the Company for the year  beginning  January 1, 2001.
     Management is evaluating  the impact the adoption of SFAS No. 133 will have
     on the Company's consolidated financial statements.  The Company expects to
     adopt SFAS No. 133 when required.

                                                                          Page 7

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Overview

     The  Company's  fiscal year ends on  December31  of each year.  Thus,  this
report discusses the first quarter of the Company's 1999 and 2000 fiscal years.

     The Company has expanded its operations  substantially  over the past three
years through a combination of internal growth and  acquisitions.  For the three
months ended March 31, 2000,  operating  revenue increased 7.3% to $50.7 million
from $47.3 million  during the same quarter in 1999. Net earnings were $238,000,
or $0.05 per diluted  share,  compared with $1.3  million,  or $0.26 per diluted
share, during the 1999 quarter.

     The  Company   operates  a   tractor-trailer   fleet   comprised   of  both
Company-owned  vehicles and  vehicles  obtained  under  leases from  independent
contractors  and  third-party  finance  companies.  Fluctuations  among  expense
categories  may occur as a result of changes in the relative  percentage  of the
fleet obtained  through  equipment that is owned versus equipment that is leased
from independent contractors or financing sources. Costs associated with revenue
equipment acquired under operating leases or through agreements with independent
contractors are expensed as "purchased  transportation." For these categories of
equipment the Company does not incur costs such as interest and  depreciation as
it might with owned equipment.  In addition,  independent  contractor  tractors,
driver compensation, fuel, communications,  and certain other expenses are borne
by the independent  contractors  and are not incurred by the Company.  Obtaining
equipment  from  independent  contractors  and under  operating  leases  reduces
capital  expenditures  and  on-balance  sheet  leverage and  effectively  shifts
expenses from interest to "above the line" operating expenses. The fleet profile
of acquired  companies  and the  Company's  relative  recruiting  and  retention
success with  Company-employed  drivers and independent  contractors  will cause
fluctuations  from time-to-time in the percentage of the Company's fleet that is
owned  versus  obtained  from   independent   contractors  and  under  operating
leases.(*)

Results of Operations

     The following table sets forth the percentage relationship of certain items
to operating revenue for the three months ended March 31, 1999 and 2000:

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                                  1999           2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
Operating revenue.........................................        100.0%         100.0%
Operating expenses
  Purchased transportation................................         39.9           39.4
  Compensation and employee benefits......................         24.8           26.2
  Fuel, supplies, and maintenance.........................         11.7           14.3
  Insurance and claims....................................          2.6            1.6
  Taxes and licenses......................................          2.1            1.8
  General and administrative..............................          3.6            3.7
  Communications and utilities............................          1.2            1.0
  Depreciation and amortization...........................          7.4            9.0
                                                               -----------    -----------
    Total operating expenses..............................         93.3           97.0
                                                               -----------    -----------
Earnings from operations..................................          6.7            3.0
Interest expense (net)....................................         (1.9)          (2.0)
                                                               -----------    -----------
Earnings before income taxes..............................          4.8            1.0
Income taxes..............................................          2.0            0.6
                                                               -----------    -----------
Net earnings..............................................          2.8%           0.5%
                                                               ===========    ===========
</TABLE>


Comparison  of three  months  ended March 31, 2000 with three months ended March
31, 1999

     Operating revenue increased $3.5 million (7.3%) to $50.7 million during the
2000 quarter from $47.3 million during the 1999 quarter. A substantial increase
in fuel surcharge revenue, a slight increase in freight rates, and expanded

                                                                          Page 8

<PAGE>

business with existing  customers  contributed to the Company's  revenue growth.
Weighted  average tractors  increased  slightly to 1,538 during the 2000 quarter
from  1,529  during the 1999  quarter.  Average  revenue  per  tractor  per week
(excluding  revenue from  brokerage  operations)  increased to $2,323 during the
2000 quarter from $2,225 during the 1999  quarter,  primarily due to an increase
in revenue per loaded mile, net of surcharges, to $1.33 in the 2000 quarter from
$1.31 in the 1999 quarter.

     Purchased  transportation increased $1.1 million (5.7%) to $20.0 million in
the 2000 quarter from $18.9  million in the 1999  quarter  primarily  due to the
payment of fuel  surcharges  to  independent  contractors.  As a  percentage  of
revenue,  purchased  transportation  decreased  to 39.4% of  revenue in the 2000
quarter  from  39.9%  in the 1999  quarter.  This  reflects  a  decrease  in the
percentage of the Company's fleet supplied by independent  contractors which was
partially  offset  by an  increase  in the  percentage  of  revenue  paid to the
independent contractors for fuel surcharges.

     Compensation and employee benefits  increased $1.6 million (13.6%) to $13.3
million  in the 2000  quarter  from  $11.7  million  in the 1999  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 26.2% of
revenue in the 2000  quarter  from 24.8% in the 1999  quarter.  The increase was
primarily  attributable  to the  increase in the  per-mile  wage paid to flatbed
drivers which occurred in the fourth quarter of 1999.

     Fuel,  supplies,  and  maintenance  increased $1.7 million  (31.6%) to $7.3
million  in the  2000  quarter  from  $5.5  million  in the 1999  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 14.3% of
revenue for the 2000 quarter compared with 11.7% for the 1999 quarter.  This was
the result of a 44%  increase in average  fuel costs to $1.38 per gallon  during
the 2000  quarter  from $0.96 per  gallon  during  the 1999  quarter,  which was
partially  offset by fuel hedging  transactions.  The Company is  attempting  to
recover  increases in fuel prices  through  fuel  surcharges  and higher  rates,
however,  recent fuel price  increases  will not be fully offset  through  these
measures.  Going forward,  the Company's fuel hedging  positions cover less fuel
than in 1999 and expire in June 2000.

     Insurance  and claims  decreased  $442,000  (35.6%) to $798,000 in the 2000
quarter  from $1.2  million in the 1999  quarter.  As a  percentage  of revenue,
insurance and claims  decreased to 1.6% of revenue for the 2000 quarter compared
with 2.6% for the 1999 quarter.  The decrease was  attributable to a decrease in
liability and physical damage claims paid and reserved.

     Taxes and licenses decreased $73,000 (7.4%) to $918,000 in the 2000 quarter
from  $991,000  in the 1999  quarter  reflecting  a  decrease  in the  number of
shipments  requiring special permits during the 2000 quarter. As a percentage of
revenue,  taxes and licenses  decreased slightly to 1.8% of revenue for the 2000
quarter compared with 2.1% for the 1999 quarter.

     General  and  administrative  expenses  increased  $168,000  (9.8%) to $1.9
million  in the  2000  quarter  from  $1.7  million  in the 1999  quarter.  As a
percentage of revenue,  general and administrative expenses remained essentially
constant at 3.7% of revenue in the 2000 quarter and 3.6% in the 1999 quarter.

     Communications  and utilities  decreased  $52,000 (9.0%) to $526,000 in the
2000  quarter from  $578,000 in the 1999  quarter.  As a percentage  of revenue,
communications and utilities  decreased slightly to 1.0% of revenue for the 2000
quarter  compared  with  1.2%  for the 1999  quarter  due to  renegotiated  long
distance telephone service contracts.

     Depreciation  and  amortization  increased  $1.1  million  (30.5%)  to $4.5
million  in the  2000  quarter  from  $3.5  million  in the 1999  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 9.0% of
revenue in the 2000 quarter from 7.4% in the 1999 quarter reflecting lower gains
on sales of equipment,  a larger fleet of  Company-owned  tractors and trailers,
which increased the cost of equipment being depreciated,  and an increase in the
number of Company-owned tractors,  trailers, and satellite  communications units
financed with debt rather than operating leases.

     Interest  expense (net)  increased  $85,000  (9.3%) to $998,000 in the 2000
quarter from $913,000 in the 1999 quarter. As a percentage of revenue,  interest
expense  (net)  remained  essentially  constant  at 2.0% of  revenue in the 2000
quarter and 1.9% in the 1999 quarter.

     As a result of the foregoing, the Company's pretax margin decreased to 1.0%
in the 2000 quarter from 4.8% in the 1999 quarter.

                                                                          Page 9
<PAGE>

     The  Company's  effective tax rate was 54.3% for the 2000 quarter and 41.7%
for the 1999  quarter.  The  effective  tax  rate is  higher  than the  expected
combined  tax rate for a company  headquartered  in Iowa  because of the cost of
nondeductible driver per diem expense absorbed by the Company. The impact of the
Company's  paying per diem travel  expenses  varies  depending upon the ratio of
drivers to independent  contractors and the Company's  pretax  earnings.  At the
Company's  low  earnings  level for the quarter,  nondeductible  per diem travel
expenses comprised a larger portion of pretax earnings,  effectively  increasing
the tax rate during the quarter.

     As a result of the factors  described  above,  net  earnings  decreased  to
$238,000  (0.5% of  revenue)  in the 2000  quarter  from $1.3  million  (2.8% of
revenue) in the 1999 quarter.

Liquidity and Capital Resources

     The growth of the Company's business has required  significant  investments
in new revenue  equipment  that the Company  has  financed in recent  years with
borrowings under  installment notes payable to commercial  lending  institutions
and equipment  manufacturers,  borrowings under lines of credit,  cash flow from
operations,  and equipment leases from third-party lessors. The Company also has
obtained a portion of its revenue  equipment fleet from independent  contractors
who own and operate the equipment,  which reduces  overall  capital  expenditure
requirements   compared  with  providing  a  fleet  of  entirely   Company-owned
equipment.  The  Company's  primary  sources of  liquidity  currently  are funds
provided by operations and  borrowings  under credit  agreements  with financial
institutions and equipment  manufacturers.  Management believes that its sources
of liquidity  are adequate to meet its  currently  anticipated  working  capital
requirements, capital expenditures, and other needs at least through 2000.(*)

     Net cash  provided by operating  activities  was $2.4 million for the three
months ended March  31, 2000.  The primary  sources of cash from operations were
net  earnings  of  $238,000  increased  by  $4.5  million  in  depreciation  and
amortization,  and a $2.5 million increase in accounts payable and other accrued
liabilities. The Company's principal uses of cash from operations are to service
debt and internally  finance accounts  receivable  associated with growth in the
business.  Customer  accounts  receivable  increased  $4.1 million for the three
months  ended  March  31,  2000.  The  average  age  of the  Company's  accounts
receivable was approximately  35.6 days for the 2000 period versus 32.8 days for
the 1999 period.

     Net cash used in  investing  activities  of $1.1 million in the 2000 period
related  primarily to purchases,  sales,  and trades of revenue  equipment.  The
Company  expects  capital  expenditures  (primarily  for revenue  equipment  and
satellite  communications  units),  net of revenue  equipment  trade-ins,  to be
approximately  $19  million  during  the  remaining  nine  months of 2000.  Such
projected  capital  expenditures  will be funded with a combination of cash flow
from operations,  borrowings,  and operating  leases.  The Company  continues to
evaluate  the need to expand its present  headquarters  facility and may incur a
portion  of the  expansion  costs  in 2000.  The  size and cost of the  possible
expansion  has  not  yet  been  determined.   The  Company's  projected  capital
expenditures do not include any amount for this possible expansion.(*)

     Net cash used in financing  activities of $1.8 million for the three months
ended  March  31,  2000,  consisted  primarily  of  principal  payments,  net of
borrowings, made under the Company's long-term debt obligations.

     At March 31, 2000, the Company had  outstanding  long-term debt  (including
current maturities) of approximately $59.6 million,  most of which was comprised
of  obligations  for the  purchase  of revenue  equipment.  Approximately  $33.4
million  consisted of  borrowings  from  financial  institutions  and  equipment
manufacturers,  $26 million  represented  the amount  drawn under the  Company's
revolving  credit  facility,   and  $205,000  represented  future  payments  for
purchases of intangible assets.  Interest rates on this debt range from 5.81% to
8.5% with maturities through 2005.

     At March 31, 2000, the revolving credit facility provided for borrowings of
up to  $40.0  million,  based  upon  certain  accounts  receivable  and  revenue
equipment values. Based upon the borrowing levels at March 31, 2000, the Company
had $12.0 million of remaining  borrowing  capacity under this credit  facility.
The interest  rate under the credit  facility is  currently  1.5% plus the LIBOR
rate for the corresponding  period.  The credit facility is secured and contains
covenants  that impose certain  minimum  financial  ratios and limit  additional
liens,  the size of  certain  mergers  and  acquisitions,  dividends,  and other
matters.  The Company was in compliance with the terms of the credit facility at
March 31, 2000.

                                                                         Page 10

<PAGE>

Year 2000

     To  date,  the  Company's  information  and non  information  systems  have
experienced no adverse impact from the transition to the Year 2000. In addition,
the Company is not aware of any material  Year 2000  related  issues with any of
its  shippers,  suppliers,  or other  third  parties  with whom it has  business
relationships.  The Company does not expect to incur any significant  additional
costs relating to Year 2000 issues.(*)

Quantitative and Qualitative Disclosures About Market Risks

     The Company is exposed to market risks from changes in (i) certain interest
rates on its debt and (ii) certain commodity prices.

Interest Rate Risk

     The revolving credit facility,  provided there has been no default, carries
a maximum  variable  interest  rate of LIBOR for the  corresponding  period plus
1.5%. This variable interest exposes the Company to the risk that interest rates
may rise.  Most of the  Company's  other debt carries fixed  interest  rates and
exposes the Company to the risk that interest rates may fall. At March 31, 2000,
approximately  52.6% of the Company's debt carries a variable  interest rate and
the remainder is fixed.

Commodity Price Risk

     The Company uses derivative  instruments,  including heating oil price swap
agreements,  to reduce a portion of its  exposure  to fuel  price  fluctuations.
Since the Company's price is fixed for these agreements,  changes in fuel prices
would have no impact on the Company's future fuel expense related to these price
swap  agreements.  Therefore,  there is no earnings or liquidity risk associated
with these price swap agreements.

     The  Company  does not trade in these  derivatives  with the  objective  of
earning  financial  gains  on  price  fluctuations,  nor  does it trade in these
instruments when there are no underlying transaction related exposures.

     Through March 31, 2000,  there have been no material  changes in the amount
or nature of the Company's  derivative  instruments.  All of the Company's  fuel
hedging agreements expire by June 30, 2000.

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         No reportable  events or material  changes  occurred during the quarter
for which this report is filed.

Item 2.  Changes in Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         None.


                                                                         Page 11

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits.


 Exhibit                Description
 Number

2.1        ++++         Asset Purchase Agreement dated September 23, 1998, by
                        and among  Smithway  Motor Xpress,  Inc.,  JHT,
                        Inc.,  JHT LOGISTICS,  INC., Bass Brook Truck
                        Service, Inc., and JERDON TERMINAL HOLDINGS, LLC.
2.2        ++++         First Amendment to Asset Purchase Agreement dated
                        October 29, 1998, by and among Smithway Motor Xpress,
                        Inc., JHT, Inc., JHT LOGISTICS, INC., Bass Brook
                        Truck Service, Inc., and JERDON TERMINAL HOLDINGS, LLC.
2.3        *            Second Amendment to Asset Purchase Agreement dated
                        October 30, 1998, by and among Smithway Motor Xpress,
                        Inc., JHT, Inc., JHT LOGISTICS, INC., Bass Brook Truck
                        Service, Inc., and JERDON TERMINAL HOLDINGS, LLC.
3.1        +            Articles of Incorporation.
3.2        +            Bylaws.
4.1        +            Articles of Incorporation.
4.2        +            Bylaws.
10.1       +            Outside Director Stock Plan dated March 1, 1995.
10.2       +            Incentive Stock Plan adopted March 1, 1995.
10.3       +            401(k) Plan adopted August 14, 1992, as amended.
10.4       +            Form of Agency Agreement between Smithway Motor Xpress,
                        Inc. and its independent commission agents.
10.5       +            Memorandum of officer incentive compensation policy.
10.6       +            Form of Independent Contractor Agreement between
                        Smithway  Motor Xpress, Inc. and its independent
                        contractor providers of tractors.
10.7       ++           Credit  Agreement  dated  September  3,  1997,
                        between Smithway  Motor Xpress Corp., as Guarantor,
                        Smithway Motor  Xpress, Inc., as Borrower, and
                        LaSalle National Bank.
10.8       +++          First  Amendment  to Credit  Agreement  dated March 1,
                        1998,  between  Smithway Motor Xpress Corp.,  as
                        Guarantor,  Smithway  Motor  Xpress,  Inc.,  as
                        Borrower,  and LaSalle National Bank.
10.9       +++          Second  Amendment to Credit  Agreement dated March 15,
                        1998,  between  Smithway Motor Xpress Corp.,  as
                        Guarantor, Smithway  Motor  Xpress,  Inc.,  as
                        Borrower,  and LaSalle National Bank.
10.10      ++++         Asset Purchase Agreement dated September 23, 1998, by
                        and among  Smithway  Motor Xpress, Inc., JHT, Inc.,
                        JHT LOGISTICS,  INC., Bass Brook Truck Service, Inc.,
                        and JERDON TERMINAL HOLDINGS, LLC.
10.11      ++++         First Amendment to Asset Purchase Agreement dated
                        October 29, 1998, by and among Smithway Motor Xpress,
                        Inc., JHT, Inc., JHT LOGISTICS, INC., Bass Brook Truck
                        Service, Inc., and JERDON TERMINAL HOLDINGS, LLC.


                                                                         Page 12

<PAGE>


10.12      *            Second Amendment to Asset Purchase Agreement dated
                        October 30, 1998, by and among Smithway Motor Xpress,
                        Inc., JHT, Inc., JHT LOGISTICS, INC., Bass Brook Truck
                        Service, Inc., and JERDON TERMINAL HOLDINGS, LLC.
10.13      *            Third Amendment to Credit Agreement dated October 30,
                        1998, between Smithway Motor Xpress Corp.,
                        as Guarantor, Smithway Motor Xpress, Inc., as Borrower,
                        and LaSalle National Bank, as Lender.
10.14      **           Amendment No. 2 to Smithway Motor Xpress Corp.
                        Incentive Stock Plan, adopted May 7, 1999.
10.15      ***          Fourth Amendment to Credit Agreement dated August 20,
                        1999, between Smithway Motor Xpress Corp., as
                        Guarantor, Smithway Motor Xpress, Inc., as Borrower,
                        and LaSalle National Bank.
10.16      ****         Fifth Amendment to Credit Agreement dated December 17,
                        1999, between Smithway Motor Xpress Corp., as
                        Guarantor, Smithway Motor Xpress, Inc., as Borrower,
                        and LaSalle National Bank.
10.17      #            1997 Profit Incentive Plan, adopted May 8, 1997.
27         #            Financial Data Schedule.

________________

+        Incorporated by reference from the Company's Registration Statement on
         Form S-1, Registration No. 33-90356, effective June 27, 1996.

++       Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended September 30, 1997.   Commission
         File No.  000-20793, dated November 12, 1997.

+++      Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended March 31, 1998.   Commission File
         No.  000-20793, dated May 14, 1998.

++++     Incorporated by reference from the Company's Form 8-K.  Commission
         File No. 000-20793, dated November 12, 1998.

*        Incorporated by reference from the Company's Annual Report on Form
         10-K for the fiscal year ended December 31, 1998.  Commission File
         No. 000-20793, dated March 18, 1999.

**       Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended June 30, 1999.  Commission File
         No. 000-20793, dated August 13, 1999.

***      Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended September 30, 1999.  Commission File
         No. 000-20793, dated November 10, 1999.

****     Incorporated by reference from the Company's Annual Report on Form
         10-K for the fiscal year ended December 31, 1999.  Commission File No.
         000-20793, dated March 29, 2000.

#        Filed herewith.

         (b)  Reports on Form 8-K.

              None.


                                                                        Page 13

<PAGE>


                                         SIGNATURE

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         SMITHWAY MOTOR XPRESS CORP.,
                                         a Nevada corporation


Date: May 5, 2000                        By: /s/Michael E. Oleson
                                         Michael E. Oleson
                                         Treasurer and Chief Accounting Officer


                                                                        Page 14