UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    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, 2003

                                       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 000-20793

                           SMITHWAY MOTOR XPRESS CORP.
             (Exact name of registrant as specified in its charter)

           Nevada                                      42-1433844
-------------------------------           ------------------------------------
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or Organization)

     2031 Quail Avenue
     Fort Dodge, Iowa                                   50501
----------------------------------------    ----------------------------------
(Address of Principal Executive Offices)              (Zip Code)

Registrant's telephone number, including area code:  515/576-7418

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 such  filing
requirements for the past 90 days.
YES [X] NO [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).
YES [ ] NO [X]

As of April 28, 2003,  the  registrant  had  3,846,821  shares of Class A Common
Stock and 1,000,000 shares of Class B Common Stock outstanding.




                                       1
<PAGE>
                                               PART I
                                       FINANCIAL INFORMATION
<TABLE>
                                                                                           PAGE
                                                                                          NUMBER
<S>          <C>                                                                           <C>
Item 1       Financial Statements.....................................................     3-9

             Condensed Consolidated Balance Sheets as of December 31, 2002 and
                 March 31, 2003  (unaudited)..........................................     3-4

             Condensed Consolidated Statements of Operations for the three months
                 ended March 31, 2002 and 2003 (unaudited)............................      5

             Condensed Consolidated Statements of Cash Flows for the three months
                 ended March 31, 2002 and 2003 (unaudited)............................     6-7

             Notes to Condensed Consolidated Financial Statements (unaudited).........     8-9

Item 2       Management's Discussion and Analysis of Financial Condition and
                 Results of Operations................................................    10-16

Item 3       Quantitative and Qualitative Disclosures About Market Risks..............      16

Item 4       Controls and Procedures..................................................      16

                                              PART II
                                         OTHER INFORMATION

Item 1       Legal Proceedings........................................................      17

Item 2       Changes in Securities and Use of Proceeds................................      17

Item 3       Defaults Upon Senior Securities..........................................      17

Item 4       Submission of Matters to a Vote of Security Holders......................      17

Item 5       Other Information........................................................      17

Item 6       Exhibits and Reports on Form 8-K.........................................      17
</TABLE>

                                       2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                  (Dollars in thousands, except per share data)
<TABLE>
                                                         ------------------------------------------
                                                               December 31,          March 31,
                                                                   2002                 2003
                                                         ---------------------  -------------------
                                                                                    (unaudited)
                         ASSETS
<S>                                                      <C>                    <C>
Current assets:
  Cash and cash equivalents..............................$                105   $              118
  Receivables:
     Trade...............................................              13,496               15,359
     Other...............................................                 629                1,480
  Inventories............................................                 868                  904
  Deposits, primarily with insurers......................                 753                  831
  Prepaid expenses.......................................               1,492                2,662
  Deferred income taxes..................................               2,263                2,435
                                                         ---------------------  -------------------
            Total current assets.........................              19,606               23,789
                                                         ---------------------  -------------------
Property and equipment:
  Land...................................................               1,548                1,548
  Buildings and improvements.............................               8,210                8,210
  Tractors...............................................              71,221               71,239
  Trailers...............................................              42,517               40,787
  Other equipment........................................               8,105                5,773
                                                         ---------------------  -------------------
                                                                      131,601              127,557
  Less accumulated depreciation..........................              64,031               64,802
            Net property and equipment...................              67,570               62,755
                                                         ---------------------  -------------------
Goodwill.................................................               1,745                1,745
Other assets.............................................                 488                  443
                                                         ---------------------  -------------------
                                                         $             89,409   $           88,732
                                                         =====================  ===================
</TABLE>





     See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                  (Dollars in thousands, except per share data)
<TABLE>
                                                                           ---------------------------------------------
                                                                                 December 31,            March 31,
                                                                                     2002                   2003
                                                                           ---------------------- ----------------------
                                                                                                        (unaudited)
                   LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                        <C>                    <C>
Current liabilities:
  Current maturities of long-term debt.....................................$              11,595  $              11,942
  Accounts payable.........................................................                4,556                  5,989
  Accrued loss reserves....................................................                3,882                  4,222
  Accrued compensation.....................................................                2,152                  2,681
  Checks in excess of cash balances........................................                1,086                  1,010
  Other accrued expenses...................................................                  463                    620
                                                                           ---------------------- ----------------------
            Total current liabilities......................................               23,734                 26,464
Long-term debt, less current maturities....................................               30,533                 28,051
Deferred income taxes......................................................               10,257                  9,510
Line of credit.............................................................                1,692                  3,072
                                                                           ---------------------- ----------------------
            Total liabilities..............................................               66,216                 67,097
                                                                           ---------------------- ----------------------
Stockholders' equity:
  Preferred stock..........................................................                    -                      -
  Common stock:
     Class A...............................................................                   40                     40
     Class B...............................................................                   10                     10
  Additional paid-in capital...............................................               11,393                 11,393
  Retained earnings........................................................               12,164                 10,606
  Reacquired shares, at cost...............................................                (414)                  (414)
                                                                           ---------------------- ----------------------
            Total stockholders' equity.....................................               23,193                 21,635
Commitments
                                                                           ---------------------- ----------------------
                                                                           $              89,409  $              88,732
                                                                           ====================== ======================
</TABLE>





     See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                  (Dollars in thousands, except per share data)
                                   (Unaudited)
<TABLE>
                                                                   Three months ended
                                                                        March 31,
                                                          --------------------------------------
                                                                  2002                2003
                                                          ------------------ -------------------
<S>                                                       <C>                <C>
Operating revenue:
     Freight..............................................$         41,059   $          39,879
     Other................................................             161                   7
                                                          ------------------ -------------------
           Operating revenue..............................          41,220              39,886
                                                          ------------------ -------------------
Operating expenses:
     Purchased transportation.............................          15,291              14,355
     Compensation and employee benefits...................          13,404              12,374
     Fuel, supplies, and maintenance......................           6,484               7,837
     Insurance and claims.................................           1,813               1,022
     Taxes and licenses...................................             836                 841
     General and administrative...........................           1,809               1,358
     Communications and utilities.........................             507                 412
     Depreciation and amortization........................           3,776               3,710
                                                          ------------------ -------------------
           Total operating expenses.......................          43,920              41,909
                                                          ------------------ -------------------
         Loss from operations.............................          (2,700)             (2,023)
Financial (expense) income
     Interest expense.....................................            (561)               (450)
     Interest income......................................               7                   2
                                                          ------------------ -------------------
         Loss before income taxes.........................          (3,254)             (2,471)
Income tax benefit........................................          (1,217)               (913)
                                                          ------------------ -------------------
         Net loss.........................................$         (2,037)  $          (1,558)
                                                          ================== ===================
Basic and diluted loss per share..........................$          (0.42)  $           (0.32)
                                                          ================== ===================
Basic and diluted weighted average shares outstanding.....       4,844,524           4,846,021
                                                          ================== ===================
</TABLE>







     See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (unaudited)
<TABLE>
                                                                         Three months ended
                                                                              March 31,
                                                                    ------------------------------
                                                                        2002            2003
                                                                    --------------  --------------
<S>                                                                 <C>             <C>
Cash flows from operating activities:
  Net loss.........................................................$      (2,037)   $     (1,558)
                                                                    --------------  --------------
  Adjustments to reconcile net loss to cash used by operating
  activities:
      Depreciation and amortization................................        3,776           3,710
      Deferred income tax benefit..................................       (1,224)           (919)
      Change in:
           Receivables.............................................       (2,740)         (2,714)
           Inventories.............................................            2             (36)
           Deposits, primarily with insurers.......................           31             (78)
           Prepaid expenses........................................       (1,187)         (1,170)
           Accounts payable and other accrued liabilities..........        2,739           2,459
                                                                    --------------  --------------
               Total adjustments...................................        1,397           1,252
                                                                    --------------  --------------
                 Net cash used in operating activities.............         (640)           (306)
                                                                    --------------  --------------
Cash flows from investing activities:
  Purchase of property and equipment...............................         (273)           (192)
  Proceeds from sale of property and equipment.....................        1,311           2,011
  Other............................................................           11              45
                                                                    --------------  --------------
             Net cash provided by investing activities.............        1,049           1,864
                                                                    --------------  --------------
Cash flows from financing activities:
   Net borrowings on line of credit................................        2,395           1,380
   Principal payments on long-term debt............................       (3,891)         (2,847)
   Change in checks issued in excess of cash balances..............          385             (76)
   Treasury stock reissued.........................................            5               -
                                                                    --------------  --------------
            Net cash used in financing activities..................       (1,106)         (1,543)
                                                                    --------------  --------------
            Net (decrease) increase in cash and cash equivalents...         (697)             13
Cash and cash equivalents at beginning of period...................          722             105
                                                                    --------------  --------------
Cash and cash equivalents at end of period......................... $         25    $        118
                                                                    ==============  ==============
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows, continued
                             (Dollars in thousands)
                                   (unaudited)
<TABLE>
                                                                            Three months ended
                                                                                 March 31,
                                                                       ------------------------------
                                                                           2002            2003
                                                                       --------------  --------------
<S>                                                                    <C>             <C>
Supplemental disclosure of cash flow information:
   Cash paid (received) during period for:
          Interest.................................................    $        582    $        365
          Income taxes.............................................             (27)             15
                                                                       ==============  ==============

Supplemental schedules of noncash investing and financing
activities:
   Notes payable issued for tractors and trailers..................    $        500    $        712
   Treasury stock reissued.........................................               5               -
                                                                       ==============  ==============
</TABLE>










     See accompanying notes to condensed consolidated financial statements.


                                       7

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
              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 accounting  principles  generally accepted in the
     United States of America,  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, 2002,
     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, 2002.
     Results of operations in interim periods are not necessarily  indicative of
     results to be expected for a full year.

Note 2.  Net earnings per common share

     Basic earnings per share have been computed by dividing net earnings by the
     weighted-average  outstanding Class A and Class B common shares during each
     of the quarters.  Diluted  earnings per share have been  calculated by also
     including  in  the  computation  the  effect  of  employee  stock  options,
     nonvested  stock,  and similar equity  instruments  granted to employees as
     potential  common shares.  Because the Company  suffered a net loss for the
     quarters ended March 31, 2002,  and 2003,  the effects of potential  common
     shares  were not  included in the  calculation  as their  effects  would be
     anti-dilutive.  Stock  options  outstanding  at March 31,  2002,  and 2003,
     totaled 647,525 and 422,025, respectively.

Note 3.  Stock Option Plans

     The Company has three stock-based employee compensation plans:

          (1) The Company has reserved 25,000 shares of Class A common stock for
          issuance  pursuant to an outside  director stock option plan. The term
          of each option shall be six years from the grant date. Options vest on
          the first  anniversary  of the grant date.  The exercise price of each
          stock  option is 85  percent  of the fair  market  value of the common
          stock on the date of grant.  In July 2000 the Company  granted outside
          directors  12,000 stock  options in the  aggregate not covered by this
          plan.

          (2) The Company has  reserved  500,000  shares of Class A common stock
          for issuance  pursuant to an incentive  stock option plan.  Any shares
          which expire  unexercised or are forfeited  become available again for
          issuance under the plan. Under this plan, no awards of incentive stock
          options may be made after December 31, 2004.

          (3) The Company has  reserved  400,000  shares of Class A common stock
          for issuance  pursuant to a new employee  incentive  stock option plan
          adopted  during  2001.  Any shares  which  expire  unexercised  or are
          forfeited  become  available again for issuance under the plan.  Under
          this  plan,  no award of  incentive  stock  options  may be made after
          August 6, 2011.

     The Company  accounts for these plans under the recognition and measurement
     principles of Accounting  Principles Board Opinion No. 25,  "Accounting for
     Stock Issued to  Employees,"  and related  Interpretations.  No stock-based
     employee compensation cost is reflected in the statement of operations,  as
     all options  granted  under these plans had an exercise  price equal to the
     market  value of the common stock on the date of the grant.  The  following
     table  illustrates the effect on net loss and loss per share if the Company
     had applied the fair value

                                       8

<PAGE>

     recognition   provisions  of  FASB  Statement  No.  123,   "Accounting  for
     Stock-Based Compensation," to stock-based employee compensation.

<TABLE>
                                                                          Three months ended
                                                                              March 31,
                                                                    -----------------------------
                                                                        2002             2003
                                                                    ------------     ------------
          <S>                                                       <C>              <C>
          Net loss, as reported                                       (2,037)          (1,558)
          Deduct:  Total stock-based employee compensation
          expense determined under fair value based method
          for all awards, net of related tax effects                      (1)              (5)
                                                                    ------------     ------------
          Pro forma net loss                                          (2,038)          (1,563)
                                                                    ============     ============
          Loss per share
            Basic and Diluted - as reported                            (0.42)           (0.32)
            Basic and Diluted - pro forma                              (0.42)           (0.32)
</TABLE>


Note 4.  Long-Term Debt

     During March and April 2003, the Company amended its financing  arrangement
     with LaSalle  Bank.  These  amendments  included  provisions  which waive a
     covenant  violation  at March 31, 2003,  adjust the  covenant  requirements
     going  forward,  increase the interest  rate from  LaSalle's  prime rate to
     prime rate plus two percent,  and  accelerate  the  expiration  date of the
     agreement to April 1, 2004. In addition,  the Company amended its equipment
     financing  arrangement  to provide for a waiver of a covenant  violation at
     March 31,  2003,  and the  adjustment  of the  covenant  requirement  going
     forward. The Company believes the covenant compliance requirements for both
     agreements  are reasonably  achievable,  although there can be no assurance
     that the required financial performance will be achieved.

                                       9

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Introduction

     Except for the historical  information  contained herein, the discussion in
this  quarterly  report on Form 10-K contains  forward-looking  statements  that
involve  risk,  assumptions,  and  uncertainties  that are difficult to predict.
Words such as "anticipates,"  "believes,"  "estimates,"  "projects,"  "expects,"
variations  of these words,  and similar  expressions,  are intended to identify
such forward-looking statements.  These statements are made pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. Such
statements are based upon the current beliefs and  expectations of the Company's
management  and are  subject  to  significant  risks and  uncertainties.  Actual
results  may differ  from  those set forth in  forward-looking  statements.  The
following factors, among others, could cause actual results to differ materially
from  those in  forward-looking  statements:  failure to turn  around  continued
operating losses,  which could result in further violation of bank covenants and
acceleration of indebtedness at several financial  institutions;  the ability to
obtain  financing on  acceptable  terms,  and obtain  waivers and  amendments to
current financing in the event of default;  economic  recessions or downturns in
customers'  business  cycles;  excessive  increases in capacity within truckload
markets;  surplus  inventories;  decreased  demand for  transportation  services
offered by the Company;  increases or rapid fluctuations in inflation,  interest
rates, fuel prices,  and fuel hedging;  the availability and costs of attracting
and  retaining  qualified  drivers and  owner-operators;  increases in insurance
premiums and  deductible  amounts,  or changes in excess  coverage,  relating to
accident,  cargo,  workers'  compensation,  health, and other claims; the resale
value of used  equipment and prices of new equipment;  seasonal  factors such as
harsh weather conditions that increase operating costs;  regulatory requirements
that increase costs and decrease  efficiency,  including new emissions standards
and  hours-of-service  regulations;  changes in  management;  and the ability to
negotiate,  consummate,  and integrate  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.

     The  Company's  fiscal year ends on December  31 of each year.  Thus,  this
report discusses the first quarter of the Company's 2002 and 2003 fiscal years.

     For the three months ended March 31, 2003, operating revenue decreased 3.2%
to $39.9  million from $41.2 million  during the same quarter in 2002.  Net loss
was $1.6 million,  or ($0.32) per diluted share,  compared with net loss of $2.0
million, or ($0.42) per diluted share, during the 2002 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.

                                       10
<PAGE>
Results of Operations

     The following table sets forth the percentage relationship of certain items
to revenue for the three months ended March 31, 2002 and 2003:
<TABLE>
                                                                  Three months ended
                                                                      March 31,
                                                             -----------------------------
                                                                 2002            2003
                                                             -------------  --------------
         <S>                                                 <C>            <C>
         Operating revenue................................      100.0%          100.0%
         Operating expenses:
                  Purchased transportation................       37.1            36.0
                  Compensation and employee benefits......       32.5            31.0
                  Fuel, supplies, and maintenance.........       15.7            19.6
                  Insurance and claims....................        4.4             2.6
                  Taxes and licenses......................        2.0             2.1
                  General and administrative..............        4.4             3.4
                  Communication and utilities.............        1.2             1.0
                  Depreciation and amortization...........        9.2             9.3
                                                             --------------  -------------
                  Total operating expenses................      106.6           105.1
                                                             --------------  -------------
         Loss from operations.............................       (6.6)           (5.1)
         Interest expense, net............................        1.4             1.1
                                                             --------------  -------------
         Loss before income taxes.........................       (7.9)           (6.2)
         Income tax benefit...............................       (3.0)           (2.3)
                                                             --------------  -------------
         Net loss.........................................       (4.9)%          (3.9)%
                                                             ==============  =============
</TABLE>

Comparison of three months ended March 31, 2003, with three months ended March
31, 2002.

     Operating  revenue  decreased $1.3 million (3.2%),  to $39.9 million in the
2003  quarter from $41.2  million in the 2002  quarter.  Lower  weighted-average
tractors, partially offset by increased average revenue per tractor per week and
increased fuel surcharge revenue, were responsible for the decrease in operating
revenue.  Weighted-average  tractors decreased to 1,285 in the 2003 quarter from
1,517 in the 2002  quarter as the Company  disposed of a portion of its unseated
company  owned  tractors  in the last  half of 2002 and  contracted  with  fewer
independent    contractor    providers   of   equipment.    Management   expects
weighted-average  tractors  will remain at current  levels as few  tractors  are
scheduled to be added in 2003.  Average  revenue per tractor per week (excluding
revenue from brokerage  operations and fuel  surcharges)  increased to $2,183 in
the 2003  quarter  from  $1,990 in the 2002  quarter,  primarily  due to a lower
number of unseated company tractors. Revenue per loaded mile, net of surcharges,
remained  constant at $1.35 in both quarters.  Finally,  fuel surcharge  revenue
increased  $1.5 million to $1.7 million in the 2003 quarter from $220,000 in the
2002 quarter. During the 2003 and 2002 quarters,  approximately $1.1 million and
$111,000, respectively, of the fuel surcharge revenue collected helped to offset
Company fuel costs. The remainder was passed through to independent contractors.

     Purchased  transportation  consists  primarily  of payments to  independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment.  Purchased
transportation  decreased  $936,000 (6.1%), to $14.4 million in the 2003 quarter
from $15.3 million in the 2002  quarter,  as the Company  contracted  with fewer
independent  contractor  providers  of revenue  equipment.  As a  percentage  of
revenue,  purchased  transportation  decreased  to 36.0% of  revenue in the 2003
quarter compared with 37.1% in the 2002 quarter. This reflects a decrease in the
percentage of the fleet supplied by independent contractors. Management believes
the decline in independent contractors as a percentage of the Company's fleet is
attributable to high fuel costs, high insurance costs, tighter credit standards,
and slow freight demand, which have diminished the pool of drivers interested in
becoming or remaining independent contractors. The percentage of total operating
revenue  provided  by  independent  contractors  decreased  to 38.1% in the 2003
quarter from 41.2% in the 2002 quarter.

     Compensation and employee benefits  decreased $1.0 million (7.7%), to $12.4
million  in the 2003  quarter  from  $13.4  million  in the 2002  quarter.  As a
percentage of revenue,  compensation and employee benefits decreased to 31.0% in
the 2003 quarter  from 32.5% in the 2002  quarter.  The  decrease was  primarily
attributable to a decrease in wages paid to non-driver  employees resulting from
staff  reductions  and a  decrease  in  workers'  compensation  claims  paid and
reserved.  These factors were partially  offset by additional  wages paid to new
drivers for  sign-on

                                       11

<PAGE>
bonuses  implemented to increase driver  recruiting and increased  health claims
and premiums in the 2003 quarter. Management expects costs for health claims and
premiums will continue to increase in future periods.

     Fuel,  supplies,  and maintenance  increased $1.4 million (20.9%),  to $7.8
million  in the  2003  quarter  from  $6.5  million  in the 2002  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 19.6% of
revenue  in the 2003  quarter  compared  with  15.7% in the 2002  quarter.  This
increase  was  attributable  primarily to higher fuel  prices,  which  increased
approximately  37% to an average of $1.53 per  gallon in the 2003  quarter  from
$1.12 per gallon in the 2002 quarter.  The increase in fuel prices was partially
offset by a $1.0 million increase in fuel surcharge revenue which is included in
operating revenue.

     Insurance and claims  decreased  $791,000  (43.6%),  to $1.0 million in the
2003 quarter from $1.8 million in the 2002 quarter.  As a percentage of revenue,
insurance and claims  decreased to 2.6% of revenue in the 2003 quarter  compared
with 4.4% in the 2002 quarter, primarily due to a net premium refund of $467,000
for the policy year ended June 30, 2002,  upon  accepting a $75,000  increase in
self-insured  retention  for such policy year.  The cost of insurance and claims
increased  substantially  on  July 1,  2002,  when  the  Company  increased  its
self-insured  retention  from  $50,000 to  $250,000  per  occurrence,  without a
premium  reduction  that fully  offset the  increase  in  retention.  The higher
self-insured  retention  increases the Company's risk  associated with frequency
and severity of accidents and could increase the Company's expenses or make them
more  volatile from period to period.  The insurance  policies are scheduled for
renewal on July 1, 2003. If the Company is unable to renew the policies on their
current terms, the Company may modify the self-insured retention,  and/or excess
coverage, or evaluate other alternatives.

     Taxes and licenses increased $5,000 (0.6%), to $841,000 in the 2003 quarter
from  $836,000  in the 2002  quarter.  As a  percentage  of  revenue,  taxes and
licenses  remained  relatively  constant at 2.1% of revenue in the 2003  quarter
compared with 2.0% of revenue in the 2002 quarter.

     General and administrative  expenses  decreased  $451,000 (24.9%),  to $1.4
million  in the  2003  quarter  from  $1.8  million  in the 2002  quarter.  As a
percentage of revenue,  general and administrative expenses decreased to 3.4% of
revenue in the 2003 quarter  compared  with 4.4% of revenue in the 2002 quarter.
This  decrease was  attributable  to  successful  cost cutting  measures and the
elimination of commissioned agents at two locations.

     Communications and utilities  decreased $95,000 (18.7%), to $412,000 in the
2003  quarter from  $507,000 in the 2002  quarter.  As a percentage  of revenue,
communications and utilities remained  relatively constant at 1.0% of revenue in
the 2003 quarter compared with 1.2% of revenue in the 2002 quarter.

     Depreciation and amortization  decreased $66,000 (1.7%), to $3.7 million in
the 2003  quarter  from $3.8  million in the 2002  quarter.  The gain or loss on
retirement,  sale, or write-down  of equipment is included in  depreciation  and
amortization.  In the 2003  and  2002  quarter,  depreciation  and  amortization
included  net  gains  from the  sale of  equipment  of  $210,000  and  $649,000,
respectively. As a percentage of revenue, depreciation and amortization remained
relatively constant at 9.3% of revenue in the 2003 quarter compared with 9.2% of
revenue in the 2002 quarter.

     Interest expense,  net, decreased $106,000 (19.1%), to $448,000 in the 2003
quarter from $554,000 in the 2002 quarter. As a percentage of revenue,  interest
expense,  net,  decreased to 1.1% of revenue in the 2003 quarter  compared  with
1.4% in the 2002 quarter.  These  decreases were  attributable  to lower average
debt outstanding.

     As a result of the  foregoing,  the Company's  pre-tax margin was (6.2%) in
the 2003 quarter versus (7.9%) in the 2002 quarter.

     The  Company's  income tax  benefit was  $913,000,  or 36.9% of loss before
income  taxes.  The  Company's  income tax benefit in the 2002  quarter was $1.2
million,  or 37.4% of loss before income taxes. In both quarters,  the effective
tax  rate is  different  from 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 level of the Company's pre-tax earnings.

     As a result of the factors  described  above,  net loss was $1.6 million in
the 2003 quarter  (3.9% of revenue),  compared  with net loss of $2.0 million in
the 2002 quarter (4.9% of revenue).

                                       12
<PAGE>
Liquidity and Capital Resources

     Uses and Sources of Cash

     The Company  requires  cash to fund  working  capital  requirements  and to
service its debt.  The Company has  historically  financed  acquisitions  of new
equipment 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  have been funds  provided by
operations and borrowings under credit arrangements with financial  institutions
and equipment  manufacturers.  The Company is  experiencing a period of negative
cash flow as continuing losses and declining revenue have resulted in lower cash
generated from operations and reduced borrowing capacity. As of the date of this
report,  the Company has little  borrowing  availability  on its line of credit.
Accordingly,  the  Company  expects  minimal  capital  expenditures  during  the
remainder of 2003. The Company's ability to fund its cash requirements in future
periods  will  depend on its  ability  to comply  with  covenants  contained  in
financing  arrangements  and improve its  operating  results and cash flow.  The
Company's  ability to achieve the required  improvements  will depend on general
shipping demand by the Company's  customers,  fuel prices,  the  availability of
drivers and independent contractors,  insurance and claims experience, and other
factors.  Management  is in the process of  implementing  several steps that are
intended to improve the Company's  operating results and achieve compliance with
the  financial  covenants.  These  steps  include:  expanding  the  size  of the
Company's  tractor fleet through the addition of two identified  dedicated fleet
operations and recruiting approximately 20 owner-operators over the remainder of
the year;  improving the utilization per tractor through a full-time  production
manager and expected  increases in general freight levels;  implementing a yield
management program in which the Company seeks additional favorable freight while
ceasing to haul less favorable  freight;  and identifying  additional  areas for
cost containment, including, personnel costs and liability insurance and claims.
In addition to these steps,  management  is working  with a  consulting  firm to
identify and evaluate additional  measures to achieve and enhance  profitability
over the longer term. Although management believes that seasonal improvements in
shipping  demand and the actions being  evaluated  should  generate the required
improvements, there is no assurance that the improvements will occur as planned.

     Although there can be no assurance, management believes that cash generated
by operations  and available  sources of financing for  acquisitions  of revenue
equipment,  although  such  sources  are  limited,  will be adequate to meet its
currently  anticipated working capital requirements and other cash needs through
2003.  To the extent that  actual  results or events  differ  from  management's
financial  projections  or  business  plans,  the  Company's  liquidity  may  be
adversely  affected.  Specifically,  the  Company's  liquidity  may be adversely
affected by one or more of the following factors: continuing weak freight demand
or a loss in customer relationships or volume; the ability to attract and retain
sufficient  numbers of  qualified  drivers and  owner-operators;  elevated  fuel
prices  and the  ability to  collect  fuel  surcharges;  costs  associated  with
insurance  and claims;  inability  to maintain  compliance  with,  or  negotiate
amendments to, loan covenants; and the possibility of shortened payment terms by
the Company's  suppliers and vendors worried about the Company's ability to meet
payment obligations. The Company expects to fund its cash requirements primarily
with cash generated  from  operations  and revolving  borrowings  under its bank
financing.

     Net cash used by  operating  activities  was  $306,000 for the three months
ended March 31, 2003.  Historically,  the  Company's  principal use of cash from
operations is to service debt and to internally finance  acquisitions of revenue
equipment.  Total receivables  increased $2.7 million for the three months ended
March 31, 2003. The average age of the Company's  trade accounts  receivable was
approximately 33.3 days in the 2002 period and 34.5 days in the 2003 period.

     Net cash  provided by investing  activities  was $1.9 million for the three
months ended March 31, 2003. Such amounts related  primarily to sales of revenue
equipment and other fixed assets.

     Net cash used in financing activities was $1.5 million for the three months
ended March 31, 2003, consisted primarily of net payments of principal under the
Company's long-term debt agreements.

                                       13
<PAGE>
     The Company has a financing arrangement with LaSalle Bank, which expires on
April 1, 2004, and provides for automatic  month-to-month renewals under certain
conditions. LaSalle may terminate the arrangement prior to April 1, 2004, in the
event of default,  and may terminate at anytime during the renewal terms.  Prior
to recent  amendments,  the  arrangement  expired  on  December  31,  2004.  The
arrangement  provides  for a term loan,  a revolving  line of credit,  a capital
expenditure  loan, and financing for letters of credit.  The  combination of all
loans with LaSalle Bank cannot exceed the lesser of $32.5 million or a specified
borrowing base.

     At March 31, 2003, the term loan had a principal  balance of $12.1 million,
payable in 57 remaining equal monthly  principal  installments of $212,000.  The
revolving  line of credit  allows for  borrowings  up to 85 percent of  eligible
receivables.  At March 31, 2003,  total borrowings under the revolving line were
$3.1 million. The capital expenditure loan allows for borrowing up to 80 percent
of the  purchase  price of  revenue  equipment  purchased  with  such  advances,
provided  borrowings  under the  capital  expenditure  loan are  limited to $2.0
million  annually,  and $4.0 million over the term of the arrangement.  At March
31, 2003, the amount owed under capital  expenditure notes was $1.1 million.  At
March 31, 2002,  the Company had  outstanding  letters of credit  totaling  $7.4
million for self-insured amounts under its insurance programs.  These letters of
credit  directly reduce the amount of potential  borrowings  available under the
financing  arrangement.  Any  increase  in  self-insured  retention,  as well as
increases  in claim  reserves,  may require  additional  letters of credit to be
posted,  which would  negatively  affect the Company's  liquidity.  At March 31,
2003, the Company's  borrowing  limit under the financing  arrangement was $24.7
million,  leaving  approximately $1.1 million in remaining  availability at such
date.

     The  Company is required  to pay a facility  fee on the  LaSalle  financing
arrangement of .25% of the maximum loan limit ($32.5 million).  Borrowings under
the arrangement are secured by liens on revenue equipment,  accounts receivable,
and certain other assets. In connection with an early March 2003 amendment,  the
interest rate on outstanding borrowings under the arrangement was increased from
LaSalle's prime rate to the prime rate plus two percent.

     The  LaSalle  financing   arrangement   requires  compliance  with  certain
financial  covenants,  including  compliance with a minimum  tangible net worth,
capital  expenditure  limits, and a fixed charge coverage ratio. The Company was
not in compliance  with the tangible net worth covenant at March 31, 2003, but a
waiver  was  received.  These  covenants  were  amended  on  April  15,  2003 to
requirements that management believes are reasonably achievable,  although there
can be no assurance that the required financial performance will be achieved. In
addition,  equipment  financing  provided by a  manufacturer  contains a minimum
tangible  net worth  requirement.  The  Company was not in  compliance  with the
required minimum tangible net worth  requirement at March 31, 2003. A waiver was
obtained and this covenant has since been amended.  Management expects to remain
in compliance  going forward.  If the Company fails to maintain  compliance with
these  financial  covenants,  or to  obtain a waiver of any  noncompliance,  the
lenders will have the right to declare all sums immediately due and pursue other
remedies.  In such an event,  the Company's  liquidity  would be materially  and
adversely  impacted,  and the  Company's  ability to continue as a going concern
could be called into question if alternative financing could not be found.

     Contractual Obligations and Commercial Commitments

     The  following  tables  set forth  the  contractual  obligations  and other
commercial commitments as of March 31, 2003:
<TABLE>
                                                                Principal Payments Due by Year
                                                                        (In Thousands)
                                                                Less than                                  After
  Contractual Obligations                          Total        One year       2-3 years     4-5 years    5 years
  ------------------------------------------------------------------------------------------------------------------
  <S>                                             <C>            <C>            <C>           <C>           <C>
  Long-term debt                                  $39,993        $11,942        $17,611       $10,416       $ 24
  Operating leases                                    732            444             93            78        117
                                                --------------------------------------------------------------------
  Total contractual cash obligations              $40,725        $12,386        $17,704       $10,494       $141
                                                ====================================================================
</TABLE>
The Company had no other commercial commitments at March 31, 2003.

                                       14

<PAGE>
Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make decisions based upon estimates,  assumptions,  and factors it
considers as relevant to the circumstances. Such decisions include the selection
of  applicable   accounting   principles  and  the  use  of  judgment  in  their
application,  the results of which  impact  reported  amounts  and  disclosures.
Changes in future economic conditions or other business circumstances may affect
the outcomes of  management's  estimates and  assumptions.  Accordingly,  actual
results  could  differ  from those  anticipated.  A summary  of the  significant
accounting policies followed in preparation of the financial statements included
in  this  Form  10-Q  is  contained  in  Note  1 of the  consolidated  financial
statements  included in the Company's  Form 10-K for the year ended December 31,
2002.  Other  footnotes  in the  Form  10-K  describe  various  elements  of the
financial  statements  included in this Form 10-Q and the  assumptions  on which
specific amounts were determined.

     The Company's critical accounting policies include the following:

     Revenue Recognition

     The Company generally  recognizes  operating revenue when the freight to be
transported   has  been   loaded.   The  Company   operates   primarily  in  the
short-to-medium  length haul category of the trucking industry;  therefore,  the
Company's   typical  customer  delivery  is  completed  one  day  after  pickup.
Accordingly, this method of revenue recognition is not materially different from
recognizing  revenue  based on completion  of delivery.  The Company  recognizes
operating  revenue  when the  freight is  delivered  for longer haul loads where
delivery  is  completed  more  than one day after  pickup.  Amounts  payable  to
independent  contractors  for purchased  transportation,  to Company drivers for
wages,  and other  direct  expenses  are  accrued  when the  related  revenue is
recognized.

     Property and Equipment

     Property and  equipment are recorded at cost.  Depreciation  is provided by
use of the  straight-line  and  declining-balance  methods over lives of 5 to 39
years  for  buildings  and  improvements,  5 years  for  tractors,  7 years  for
trailers,  and 3 to 10 years for other  equipment.  Tires  purchased  as part of
revenue equipment are capitalized as a cost of the equipment.  Replacement tires
are expensed  when placed in service.  Expenditures  for  maintenance  and minor
repairs are charged to operations,  and expenditures for major  replacements and
betterments are capitalized.  The cost and related  accumulated  depreciation on
property and equipment retired, traded, or sold are eliminated from the property
accounts  at the  time  of  retirement,  trade,  or  sale.  The  gain or loss on
retirement  or  sale  is  included  in  depreciation  and  amortization  in  the
consolidated statements of operation.  Gains or losses on trade-ins are included
in the basis of the new asset.

     Estimated Liability for Insurance Claims

     Losses   resulting  from  auto   liability,   physical   damage,   workers'
compensation,  and cargo  loss and damage are  covered by  insurance  subject to
certain deductibles.  Losses resulting from uninsured claims are recognized when
such losses are known and can be estimated.  The Company estimates and accrues a
liability for its share of ultimate settlements using all available information.
The Company accrues for claims reported,  as well as for claims incurred but not
reported,  based upon the Company's past  experience.  Expenses depend on actual
loss  experience and changes in estimates of settlement  amounts for open claims
which have not been fully resolved.  However,  final  settlement of these claims
could  differ  materially  from the amounts the Company has accrued at year-end.
Management's judgment concerning the ultimate cost of claims and modification of
initial reserved  amounts is an important part of establishing  claims reserves,
and is of increasing significance with higher self-insured retention.

     Impairment of Long-Lived Assets

     Long-lived assets are reviewed for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future net  undiscounted  cash
flows expected to be generated by the asset.  Management's  judgment  concerning
future cash flows is an important part of this determination. If such assets are
considered  to be impaired,  the  impairment to be recognized is measured by the
amount by which the carrying  amount of the assets exceeds the fair value of the
assets.  Assets to be  disposed  of are  reported  at the lower of the  carrying
amount or fair value less the costs to sell. The Company has decided to maintain
its revenue
                                       15
<PAGE>
equipment for the foreseeable  future and not replace aging tractors.  If resale
values  remain at current  levels or decline,  the  Company may incur  increased
maintenance  costs and a lower  gain or loss on sale  resulting  from  retaining
equipment even longer.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  Company is exposed to market  risks from  changes in certain  interest
rates on its  debt.  In  connection  with an early  March  2003  amendment,  the
Company's  financing  arrangement  with  LaSalle  Bank was  amended to provide a
variable interest rate based on LaSalle's prime rate plus two percent,  provided
there has been no default. Prior to the amendment the variable interest rate was
LaSalle's prime rate. In addition,  approximately $24.0 million of the Company's
other debt carries variable  interest rates.  This variable interest exposes the
Company to the risk that interest rates may rise.  Assuming  borrowing levels at
March 31, 2003, a one-point  increase in the prime rate would increase  interest
expense by  approximately  $403,000.  The remainder 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,  2003,  approximately  93% of the  Company's  debt
carries a variable interest rate and the remainder is fixed.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed  in its  periodic  reports
filed with the  Securities  and  Exchange  Commission  is  recorded,  processed,
summarized,  and  reported  within the time  periods  specified in the rules and
forms  of  the  Commission  and  that  such   information  is  accumulated   and
communicated  to the  Company's  management.  In designing  and  evaluating  the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable  assurance of achieving the desired control objectives and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including the Company's Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and  procedures  (as defined in Rules 13a-14 and
15d-14 of the  Securities  Exchange Act of 1934,  as  amended).  Based upon that
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date the  Company  carried  out its  evaluation,  including  any  corrective
actions with regard to significant deficiencies and material weaknesses.






                                       16

<PAGE>
                                     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

     The LaSalle Bank financing  arrangement  requires  compliance  with certain
financial  covenants,  including  compliance with a minimum  tangible net worth,
capital  expenditure  limits, and a fixed charge coverage ratio. The Company was
not in compliance  with the tangible net worth covenant at March 31, 2003, but a
waiver  was  received.  These  covenants  were  amended  on  April  15,  2003 to
requirements that management believes are reasonably achievable,  although there
can be no assurance that the required financial performance will be achieved. In
addition,  equipment  financing  provided by a  manufacturer  contains a minimum
tangible  net worth  requirement.  The  Company was not in  compliance  with the
required minimum tangible net worth  requirement at March 31, 2003. A waiver was
obtained and this covenant has since been amended.  Management expects to remain
in compliance  going forward.  If the Company fails to maintain  compliance with
these  financial  covenants,  or to  obtain a waiver of any  noncompliance,  the
lenders will have the right to declare all sums immediately due and pursue other
remedies.  In such an event,  the Company's  liquidity  would be materially  and
adversely  impacted,  and the  Company's  ability to continue as a going concern
could be called into question if alternative financing could not be found.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
(a)  Exhibits
<TABLE>
Exhibit
 Number                                  Description
<S>      <C>     <C>
3.1      *       Articles of Incorporation.
3.2      *       Bylaws.
4.1      *       Articles of Incorporation.
4.2      *       Bylaws.
10.13    #       Third  Amendment to Amended and  Restated  Loan and Security  Agreement  dated  March 5,
                 2003,  between  LaSalle Bank  National  Association,  Smithway  Motor  Xpress,  Inc., as
                 Borrower, and East West Motor Express, Inc., as Borrower.
10.14    #       Fourth  Amendment to Amended and Restated Loan and Security  Agreement  dated  March 28,
                 2003,  between  LaSalle Bank  National  Association,  Smithway  Motor  Xpress,  Inc., as
                 Borrower, and East West Motor Express, Inc., as Borrower.
---------------------
*        Incorporated  by  reference  from the  Company's  Registration  Statement  on Form S-1,  Registration  No.
         33-90356, effective June 27, 1996.

#        Filed herewith.
</TABLE>

(b)  Reports on Form 8-K. None.

                                       17
<PAGE>
                                   SIGNATURES


     Pursuant to the  requirements  of Section 13 or 15(d) of the Securities 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.



Date: May 13, 2003      By: /s/ G. Larry Owens
                           -------------------------------
                           G. Larry Owens
                           Executive Vice President, Chief Administrative
                           Officer, and Chief Financial Officer, in his
                           capacity as such and on behalf of the issuer



                                       18
<PAGE>
                                 CERTIFICATIONS

I, William G. Smith, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smithway Motor Xpress
     Corp.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 13, 2003         /s/ William G. Smith
                        -----------------------------
                         William G. Smith
                         Chief Executive Officer

                                       19
<PAGE>


I, G. Larry Owens, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smithway Motor Xpress
     Corp.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 13, 2003         /s/ G. Larry Owens
                        -----------------------------
                         G. Larry Owens
                         Chief Financial Officer




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