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 September 30, 1996.

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

                         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 of incorporation (I.R.S. employer identification
                or organization)                           number)

                               
                                 Rural Route #5
                             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 (October 31, 1996).

             Class A Common Stock, $.01 par value: 3,999,293 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares

                                                     Exhibit Index is on Page15.

                                                                    Page 1 of 16


<PAGE>


<TABLE>
<CAPTION>

                                                      PART I
                                               FINANCIAL INFORMATION

                                                                                               PAGE
                                                                                              NUMBER

<S>        <C>                                                                                 <C>
Item 1     Financial Statements ........................................................         4
           Condensed Consolidated Balance Sheets as of December 31, 1995 and
                    September 30, 1996 (unaudited) .....................................         4
           Condensed Consolidated Statements of Earnings for the three and nine 
                    months ended September 30, 1995 and 1996 (unaudited) ......................         6
           Condensed Consolidated Statements of Non-Redeemable Common Stockholders'
                    Equity for the year ended  December  31, 1995 and the nine
                    months ended September 30, 1996 (unaudited) ........................................................         7
           Condensed Consolidated Statements of Cash Flows for the nine months
                    ended September 30, 1995 and 1996 (unaudited) ............................         8
           Notes to Condensed Consolidated Financial Statements (unaudited) ............        10
Item 2     Management's Discussion and Analysis of Financial Condition and Results of   
                    Operations  ........................................................        11

                                                      PART II
                                                 OTHER INFORMATION

 Item 1  Legal Proceedings .............................................................        15
 Item 2  Changes in Securities .........................................................        15
 Item 3  Defaults Upon Senior Securities ...............................................        15
 Item 4  Submission of Matters to a Vote of Security Holders ...........................        15
 Item 5  Other Information .............................................................        15
 Item 6  Exhibits and Reports on Form 8-K ..............................................        15
</TABLE>

                           FORWARD LOOKING STATEMENTS

         THIS DOCUMENT AND STATEMENTS BY THE COMPANY IN PRESS  RELEASES,  PUBLIC
FILINGS,  AND STOCKHOLDER  REPORTS, AS WELL AS ORAL PUBLIC STATEMENTS BY COMPANY
REPRESENTATIVES, MAY CONTAIN CERTAIN FORWARD LOOKING INFORMATION THAT 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  RECESSIONS OR DOWNTURNS IN CUSTOMERS'  BUSINESS
CYCLES, EXCESSIVE INCREASES IN CAPACITY WITHIN THE TRUCKLOAD MARKETS,  DECREASED
DEMAND FOR TRANSPORTATION  SERVICES OFFERED BY THE COMPANY,  RAPID INFLATION AND
FUEL PRICE  INCREASES,  INCREASES IN INTEREST RATES,  AND THE  AVAILABILITY  AND
COMPENSATION OF QUALIFIED DRIVERS AND OWNER-OPERATORS. READERS SHOULD REVIEW AND
CONSIDER THE VARIOUS  DISCLOSURES  MADE BY THE COMPANY IN THIS DOCUMENT AND SUCH
OTHER MEDIA.

                                                                    Page 2 of 16


<PAGE>


<TABLE>
<CAPTION>

                                     PART I
                              FINANCIAL INFORMATION

                           SMITHWAY MOTOR XPRESS CORP.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                                                                 December 31,      September 30,
                                                                                     1995               1996

                                                                              ------------------ ------------------
                                                                                                     (unaudited)
                                    ASSETS
Current assets:
<S>                                                                                      <C>                <C>    
  Cash and cash equivalents...................................................           $ 2,976            $ 2,722
  Short-term investment.......................................................               500                300
  Receivables:

    Trade.....................................................................             5,708              8,833
    Other.....................................................................               399                699
    Recoverable income taxes..................................................                 9                  -
Inventories...................................................................               416                416
Deposits, primarily with insurers.............................................               854                956
Prepaid expenses..............................................................               921              1,368
Deferred income taxes.........................................................               176                176
                                                                              ------------------ ------------------
         Total current assets.................................................            11,959             15,470
                                                                              ------------------ ------------------
Property and equipment:

  Land........................................................................               481                531
  Buildings and improvements..................................................             3,626              3,980
  Tractors....................................................................            20,423             26,617
  Trailers....................................................................            13,852             16,715
  Other equipment.............................................................             3,049              3,352
                                                                              ------------------ ------------------
                                                                                          41,431             51,195
  Less accumulated depreciation and amortization..............................            13,588             18,104
                                                                              ------------------ ------------------
         Net property and equipment...........................................            27,843             33,091
                                                                              ------------------ ------------------
Other assets..................................................................               900                464
                                                                              ------------------ ------------------
                                                                                        $ 40,702           $ 49,025
                                                                              ================== ==================
</TABLE>



                                                                    Page 3 of 16
See accompanying notes to consolidated financial
statements.


<PAGE>


<TABLE>
<CAPTION>

                                            SMITHWAY MOTOR XPRESS CORP.

                                       CONDENSED CONSOLIDATED BALANCE SHEETS

                                              (Dollars in thousands)

                                                                                 December 31,      September 30,
                                                                                     1995               1996

                                                                              ------------------ ------------------
                                                                                                    (unaudited)

                            LIABILITIES AND NON-REDEEMABLE COMMON STOCKHOLDERS' EQUITY

Current liabilities:

<S>                                                                           <C>                <C>               
  Line of credit..............................................................$                - $                -
  Current maturities of long-term debt........................................             4,861              2,755
  Accounts payable............................................................             1,972              2,094
  Accrued loss reserves.......................................................             1,370              1,570
  Other accrued expenses......................................................             1,240              1,222
  Income taxes payable........................................................                 -              1,171
  Deferred income taxes.......................................................                 -                  -
                                                                              ------------------ ------------------
         Total current liabilities............................................             9,443              8,812
Long-term debt, less current maturities.......................................            18,358             12,503
Deferred income taxes.........................................................             3,618              4,464
                                                                              ------------------ ------------------
         Total liabilities....................................................            31,419             25,779
                                                                              ------------------ ------------------
Redeemable Class A common stock...............................................             1,412                  -
                                                                              ------------------ ------------------
Non-redeemable common stockholders' equity:

  Preferred stock.............................................................                 -                  -
  Common stock:
    Class A...................................................................                18                 40
    Class B...................................................................                10                 10
  Additional paid-in capital..................................................                 -             11,108
  Retained earnings...........................................................             8,138             12,166
  Reacquired shares, at cost..................................................               (52)               (78)
  Equity reduction for Employee Stock Ownership Plan (ESOP) debt..............              (243)                 -
                                                                              ------------------ ------------------
         Total non-redeemable common stockholders' equity.....................             7,871             23,246
                                                                              ================== ==================
Commitments...................................................................$           40,702 $           49,025
                                                                              ================== ==================

</TABLE>


                                                                    Page 4 of 16

See accompanying notes to consolidated financial
statements.


<PAGE>

<TABLE>
<CAPTION>


                           SMITHWAY MOTOR XPRESS CORP.

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

                                                         Three Months Ended                     Nine Months Ended
                                                            September 30,                         September 30,

                                                ------------------------------------- -------------------------------------
                                                      1995                 1996              1995               1996
                                                -----------------    ---------------- ------------------  -----------------
Operating revenue:

<S>                                             <C>                  <C>              <C>                 <C>              
  Freight.......................................$          20,584    $         24,816 $           57,863  $          67,864
  Other.........................................              111                 121                179                345
                                                -----------------    ---------------- ------------------  -----------------
      Operating revenue.........................           20,695              24,937             58,042             68,209
                                                -----------------    ---------------- ------------------  -----------------
Operating expenses:

  Purchased transportation......................            8,563              10,066             23,527             27,264
  Compensation and employee benefits............            4,690               5,495             13,168             15,109
  Fuel, supplies, and maintenance...............            2,624               3,211              7,291              8,880
  Insurance and claims..........................              387                 452              1,387              1,223
  Taxes and licenses............................              412                 415              1,155              1,210
  General and administrative....................              831               1,051              2,660              2,964
  Communication and utilities...................              222                 207                536                688
  Depreciation and amortization.................              950               1,506              2,848              4,517
                                                -----------------    ---------------- ------------------  -----------------
      Total operating expenses..................           18,679              22,403             52,572             61,855
                                                -----------------    ---------------- ------------------  -----------------
      Earnings from operations..................            2,016               2,534              5,470              6,354
  Interest expense (net).......................              (295)               (240)              (818)            (1,206)
                                                -----------------    ---------------- ------------------  -----------------
      Earnings before income taxes..............            1,721               2,294              4,652              5,148
  Income taxes..................................             (689)               (964)            (1,954)            (2,150)
                                                -----------------    ---------------- ------------------  -----------------
      Net earnings..............................$           1,032         $     1,330      $       2,698       $      2,998
                                                =================    ================ ==================  =================
Net earnings per share..........................$            0.29         $      0.27      $        0.76       $       0.75
                                                =================    ================ ==================  =================
Weighted average common shares                          3,528,485           4,999,293          3,530,873          4,000,090
  outstanding...................................
                                                =================    ================ ==================  =================
</TABLE>



                                                                    Page 5 of 16
See accompanying notes to consolidated financial
statements.


<PAGE>

<TABLE>
<CAPTION>


                           SMITHWAY MOTOR XPRESS CORP.

                    CONSOLIDATED STATEMENTS OF NON-REDEEMABLE

                           COMMON STOCKHOLDERS' EQUITY
                             (Dollars in thousands)
                                   (Unaudited)

                                                                 Additional  Retained                 Equity    Total Non-
                                                      Non-        paid-in    earnings                reduction   redeemable
                                                   redeemable     capital                              for        common
                                                     common                            Reacquired      ESOP    stockholders'
                                                      stock                             shares         debt       equity
                                                   -----------  ----------- --------- ------------ ---------- -------------
<S>                                                <C>          <C>         <C>       <C>          <C>        <C>          
Balance at December 31, 1994.......................$        28  $         - $   5,167 $        (58)$     (348)$       4,789
Net earnings.......................................          -            -     3,091            -          -         3,091
Net contributions (distributions).................           -          127         -            -          -           127
Net undistributed earnings of "S"
  corporation and sole proprietorship at date

  of termination...................................          -           47       (47)           -          -             -
Cancellation of reacquired common shares...........          -          (58)        -           58          -             -
Reduction of ESOP debt.............................          -            -         -            -        105           105
Change in price of common shares
  repurchased which was provided for in

  1994.............................................          -          203         -            -          -           203
Acquisition of common shares.......................          -            -         -          (52)         -           (52)
Change in value and number of redeemable

  common shares....................................          -         (319)      (73)           -          -          (392)
                                                   -----------  ----------- --------- ------------ ---------- -------------
Balance at December 31, 1995.......................         28            -     8,138          (52)      (243)        7,871
Net earnings.......................................          -            -     2,998            -          -         2,998
Reduction of ESOP debt.............................          -            -         -            -        243           243
Acquisition of common shares.......................          -            -         -          (26)         -           (26)
Shares sold for cash, net of cost of issuance               15       10,732         -            -          -        10,747
Change in value and number of redeemable

  common shares....................................          7          376     1,030            -          -         2,349
                                                   -----------  ----------- --------- ------------ ---------- -------------
Balance at September 30, 1996......................$       50      $ 11,108   $12,166 $        (78)  $      -   $    23,246
                                                   ===========  =========== ========= ============ ========== =============

</TABLE>


                                                                    Page 6 of 16

See accompanying notes to consolidated financial
statements.


<PAGE>


<TABLE>
<CAPTION>

                           SMITHWAY MOTOR XPRESS CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                             (Dollars in thousands)

                                                                                                    Nine Months Ended
                                                                                                      September 30,

                                                                                              -----------------------------
                                                                                                   1995           1996
                                                                                              -------------- --------------
Cash flows from operating activities:

<S>                                                                                           <C>            <C>           
  Net earnings................................................................................$        2,698 $        2,998
                                                                                              -------------- --------------
           Adjustments  to  reconcile  net  earnings  to net  cash  provided  by
operating activities:

    Depreciation and amortization.............................................................         2,848          4,517
    Deferred income taxes.....................................................................           783            846
    Changes in:

      Trade receivables.......................................................................        (1,801)        (3,125)
      Other receivables.......................................................................          (154)          (204)
      Inventories.............................................................................             -              -
      Deposits primarily with insurers........................................................           (85)          (102)
      Prepaid expenses........................................................................          (199)          (447)
      Accounts payable........................................................................           334            122
      Accrued loss reserves...................................................................           135            200
      Other accrued expenses..................................................................          (442)           (18)
      Income taxes............................................................................          (843)         1,180
            Total adjustments.................................................................           576          2,969
                                                                                              -------------- --------------
         Net cash provided by operating activities............................................         3,274          5,967
Cash flows from investing activities:
  Purchase of property and equipment..........................................................        (1,040)        (2,569)
  Other assets................................................................................             -           (150)
  Purchase of short-term investments..........................................................          (500)          (300)
  Proceeds from short-term investments........................................................           500            500
                                                                                              -------------- --------------
         Net cash used in investing activities................................................        (1,040)        (2,519)
Cash flows from financing activities:
  Principal payments on long-term debt........................................................        (2,968)       (14,914)
  Borrowings on line of credit agreement......................................................        57,861         65,092
  Payments on line of credit agreement........................................................       (57,859)       (65,092)
  Payments for reacquired shares..............................................................             -            (26)
  Proceeds from issuance of common stock......................................................             -         11,858
  Other assets                                                                                          (455)          (620)
  Contributions...............................................................................           182              -
  Distributions...............................................................................           (55)             -
                                                                                              -------------- --------------
         Net cash used in financing activities................................................        (3,294)        (3,702)
                                                                                              -------------- --------------
         Net decrease in cash and cash equivalents............................................        (1,060)          (254)
Cash and cash equivalents at beginning of year................................................         1,175          2,976
                                                                                              -------------- --------------
Cash and cash equivalents at end of year......................................................           115          2,722
                                                                                              ============== ==============
</TABLE>



                                                                    Page 7 of 16
See accompanying notes to consolidated financial
statements.


<PAGE>

<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                   (Unaudited)
                             (Dollars in thousands)

                                                                                                   Nine months ended
                                                                                                     September 30,

                                                                                           --------------------------------
                                                                                                  1995            1996
                                                                                           ---------------   --------------
Supplemental disclosure of cash flow information:
                                                                                           
  Cash paid during the year for:
                                                                                           
<S>                                                                                        <C>            <C>          
      Interest.........................................................................    $      937     $       1,331
                                                                                           
      Income taxes.....................................................................         2,149             1,866
                                                                                           ============   ==============
Supplemental schedules of noncash investing and financing activities:

                                                                                           
  Notes payable:

                                                                                          
    Tractors and trailers..............................................................    $   6,474      $       7,196
                                                                                           
    Tires on above:
                                                                                        
      Prepaid at end of period.........................................................           33                24
                                                                                           
      Expensed.........................................................................          100               307
                                                                                           
Principal payments made by ESOP........................................................           78               243
                                                                                           ============   ==============
</TABLE>



                                                                    Page 8 of 16
See accompanying notes to consolidated financial
statements.


<PAGE>



                                            SMITHWAY MOTOR XPRESS CORP.

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                    (Unaudited)

Note 1.           Basis of Presentation

                  The consolidated  financial statements include the accounts of
                  Smithway  Motor Xpress Corp., a Nevada  holding  company,  its
                  wholly  owned  subsidiaries,   Smithway  Motor  Xpress,  Inc.,
                  Smithway  Transportation  Brokerage,  Inc.,  and Wilmar  Truck
                  Leasing,  Inc., and Smith Leasing (a sole proprietorship,  the
                  net assets of which were  acquired  by Smithway  Motor  Xpress
                  Corp.) (together, the "Company"). All significant intercompany
                  balances   and   transactions    have   been   eliminated   in
                  consolidation.

                  The financial statements have been prepared, without audit, in
                  accordance  with  generally  accepted  accounting  principles,
                  pursuant to the rules and  regulations  of the  Securities and
                  Exchange  Commission.  In  the  opinion  of  management,   the
                  accompanying  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.  Results  of  operations  in  interim
                  periods  are  not  necessarily  indicative  of  results  to be
                  expected for a full year.

Note 2.           Initial Public Offering

                  On July 2, 1996,  the  Company  sold  1,500,000  shares of its
                  Class A  common  stock  in an  initial  public  offering  (the
                  "IPO").  The  shares  were sold at $8.50 per share for a total
                  consideration of $12,750,000,  before  underwriting  discounts
                  and offering expenses. In addition,  certain shareholders sold
                  650,000 shares in the IPO.

                  The  proceeds  of   approximately   $11.3   million,   net  of
                  underwriting  discounts and offering  expenses not  previously
                  paid,  were used to repay  the  Company's  line of credit  and
                  reduce long-term debt.

Note 3.           Acquisition

                  In October 1996, the Company purchased certain assets and
                  assumed the freight operations of Marquardt Transportation,
                  Inc. of Yankton, South Dakota. The purchase price, which 
                  included cash and assumption of certain  liabilities,
                  amounted to approximately $1.5 million. Marquardt 
                  Transportation,  Inc. had revenues of approximately $15 
                  million.

                                                                    Page 9 of 16


<PAGE>



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

Overview

         The Company's  fiscal year ends on December 31 of each year. Thus, this
report  discusses the third quarter and first nine months of the Company's  1995
and 1996 fiscal years, respectively.

         The Company closed its initial public  offering of 2,150,000  shares of
Class A Common Stock on July 2, 1996.  The  approximately  $11.3  million in net
proceeds to the Company are being used to repay the Company's line of credit and
other secured debt, along with prepayment penalties.

Results of Operations

         The following  table sets forth the percentage  relationship of certain
items to operating revenue for the periods indicated:

<TABLE>

                                                                  Three Months Ended          Nine Months Ended
                                                                    September 30,               September 30,

                                                              --------------------------  -------------------------
                                                                  1995         1996           1995         1996
                                                              ------------ -------------  ------------- -----------
<S>                                                                <C>           <C>           <C>         <C>   
Operating revenue.............................................     100.0%        100.0%        100.0%      100.0%
  Purchased transportation....................................      41.4          40.4           40.5        40.0
  Compensation and employee benefits..........................      22.7          22.0           22.7        22.2
  Fuel, supplies, and maintenance.............................      12.7          12.9           12.6        13.0
  Insurance and claims........................................       1.9           1.8            2.4         1.8
  Taxes and licenses..........................................       2.0           1.7            2.0         1.8
  General and administrative..................................       4.0           4.2            4.6         4.4
  Communications and utilities................................       1.0           0.8            0.9         1.0
  Depreciation and amortization...............................       4.6           6.0            4.9         6.6
                                                              ------------ -------------  ------------- -----------
    Total operating expenses..................................      90.3          89.8           90.6        90.7
                                                              ------------ -------------  ------------- -----------
Earnings from operations......................................       9.7          10.2            9.4         9.3
Interest expense (net)........................................      (1.4)         (1.0)          (1.4)       (1.8)
                                                              ------------ -------------  ------------- -----------
Earnings before income taxes..................................       8.3           9.2            8.0         7.5
Income taxes..................................................      (3.3)         (3.9)          (3.4)       (3.1)
                                                              ------------ -------------  ------------- -----------
Net earnings..................................................       5.0%          5.3%          4.6%        4.4%
                                                              ============ =============  ============= ===========
</TABLE>

COMPARISON  OF THREE MONTHS ENDED  SEPTEMBER  30, 1996,  WITH THREE MONTHS ENDED
SEPTEMBER 30, 1995

         Operating  revenue  increased  20.5%,  to $24.9 million during the 1996
quarter  from  $20.7  million   during  the  1995  quarter.   The  increase  was
attributable to (i) a 21.0% increase in weighted average tractors, to 756 during
the 1996 quarter from 625 during the 1995 quarter;  (ii) a $7,000 (.4%) increase
in revenue from freight brokerage operations, (iii) $24,000 in revenue from fuel
surcharges during the 1996 quarter,  and (iv) a decrease in empty miles to 14.9%
in the 1996  quarter  from 15.1%  during the 1995  quarter.  These  factors were
offset by lower  miles per  tractor in the 1996  quarter.  Revenue  per  tractor
(excluding  revenue from brokerage  operations)  decreased .7%, to $2,308 in the
1996 quarter from $2,325 in the 1995 quarter.

         Purchased  transportation decreased to 40.4% of revenue during the 1996
quarter from 41.4% in the 1995 quarter,  as the Company  operated fewer tractors
under  operating   leases.   Additionally,   tractors  provided  by  independent
contractors declined slightly as a percentage of the Company's tractor fleet.

                                                                   Page 10 of 16


<PAGE>



Compensation and employee benefits decreased to 22.0% of revenue during the 1996
quarter  from  22.7%  during  the 1995  quarter  as a result  of lower  worker's
compensation  costs and a smaller  contribution to the Company's  Employee Stock
Ownership Plan and Trust.

         Fuel,  supplies,  and maintenance  increased to 12.9% of revenue during
the 1996 quarter from 12.7% during the 1995 quarter,  principally as a result of
an 10.3%  increase  in the  price  per  gallon  of fuel and an  increase  in the
percentage of the Company's fleet being comprised of Company-owned  tractors and
trailers.

         Insurance  and  claims  decreased  to 1.8% of  revenue  during the 1996
quarter from 1.9% during the 1995 quarter,  primarily as a result of a reduction
in liability insurance claims.

         Taxes and  licenses  decreased  slightly to 1.7% of revenue in the 1996
quarter  compared  with 2.0% in the 1995  quarter,  as a result  of fewer  loads
requiring over-dimension special permits.

         General and administrative expenses increased to 4.2% of revenue during
the 1996 quarter from 4.0% during the 1995 quarter,  principally  as a result of
increased amounts for office and administrative expense.

         Communications  and  utilities  decreased to .8% of revenue  during the
1996  quarter  from 1.0% during the 1995  quarter,  as the Company  equipped its
tractors with  satellite-based  tracking and communication units during the 1995
quarter and had completed  installation in 100% of Company-owned tractors by the
beginning of the 1996 quarter.

         Depreciation and  amortization  increased to 6.0% of revenue during the
1996 quarter from 4.6% during the 1995 quarter. The increase was attributable to
a  combination   of  (i)  a  newer  tractor  fleet  and  the   installation   of
satellite-based  tracking and communication  units,  which increased the cost of
equipment being depreciated, (ii) an increase in the percentage of the Company's
fleet being  comprised of  Companyowned  equipment,  and (iii) a .7% decrease in
revenue per tractor.

         As a result of the foregoing,  the Company's  operating ratio decreased
to 89.8% during the 1996 quarter from 90.3% during the 1995 quarter.

         Interest  expense  decreased to 1.0% of revenue during the 1996 quarter
from 1.4% during the 1995 quarter,  due to lower  average debt  balances  ($15.3
million in the 1996 quarter compared with $17.8 million in the 1995 quarter).

         The  Company's  effective  tax rates were 42.0% during the 1996 quarter
(3.9% of revenue) and 40.0% during the 1995 quarter (3.3% of revenue).

         As a result of the factors  described above, net earnings  increased to
$1.3 million  during the 1996 quarter (5.3% of revenue) from $1.0 million during
the 1995 quarter (5.0% of revenue).

                                                                   Page 11 of 16


<PAGE>



COMPARISON  OF NINE MONTHS  ENDED  SEPTEMBER  30,  1996,  WITH NINE MONTHS ENDED
SEPTEMBER 30, 1995

         Operating  revenue  increased  17.5%,  to $68.2 million during the 1996
period from $58.0 million during the 1995 period.  The increase was attributable
to (i) a 20.4%  increase in weighted  average  tractors,  to 715 during the 1996
period from 594 during the 1995 period; (ii) a $19,520 (.4%) increase in revenue
from brokerage  operations;  and (iii) $164,568 in revenue from fuel  surcharges
during the 1996 period.  These  factors were offset by a decrease in revenue per
loaded mile to $1.37 from $1.38 and lower miles per tractor. Revenue per tractor
per week (excluding revenue from brokerage  operations) decreased 3.3% to $2,261
in the 1996 period from $2,339 in the 1995 period.

         Purchased  transportation decreased to 40.0% of revenue during the 1996
period from 40.5% in the 1995 period,  as the Company  operated  fewer  tractors
under  operating   leases.   Additionally,   tractors  provided  by  independent
contractors  declined  slightly as a percentage of the Company's  tractor fleet.
Compensation and employee benefits decreased to 22.2% of revenue during the 1996
period  from  22.7%  during  the  1995  period  as a result  of  lower  worker's
compensation  costs and a smaller  contribution to the Company's  Employee Stock
Ownership Plan and Trust.

         Fuel,  supplies,  and maintenance  increased to 13.0% of revenue during
the 1996 period from 12.6% during the 1995 period,  principally as a result of a
9.8% increase in the price per gallon of fuel and an increase in the  percentage
of the Company's fleet being comprised of Company-owned tractors and trailers.

         Insurance  and  claims  decreased  to 1.8% of  revenue  during the 1996
period from 2.4% during the 1995 period,  primarily as a result of  management's
negotiation of a reduction in insurance premiums.

         Taxes and  licenses  decreased  slightly to 1.8% of revenue in the 1996
period  compared with 2.0% in the 1995 period.  The decrease is  attributable to
fewer loads requiring special permits for over-dimension loads.

         General and administrative expenses decreased to 4.4% of revenue during
the 1996 period from 4.6% during the 1995 period,  principally  as a result of a
larger percentage of shipments being dispatched by Company employees,  resulting
in lower commissions to independent agents in the current period.

         Communications  and  utilities  were 1.0% of  revenue  during  the 1996
period and .9% during the 1995 period.

         Depreciation and  amortization  increased to 6.6% of revenue during the
1996 period from 4.9% during the 1995 period. The increase was attributable to a
combination of (i) a newer tractor fleet,  which increased the cost of equipment
being  depreciated,  (ii) an increase in the  percentage of the Company's  fleet
being comprised of Company-owned equipment, and (iii) a 3.3% decrease in revenue
per tractor.

         As a result of the foregoing,  the Company's  operating ratio increased
to 90.7% during the 1996 period from 90.6% during the 1995 period.

         Interest  expense  increased to 1.8% of revenue  during the 1996 period
from 1.4% during the 1995 period, as higher average debt balances ($23.0 million
in the 1996 period  compared  with $15.5  million in the 1995  period) more than
offset lower average  interest rates (7.4% in the 1996 period compared with 8.0%
in the 1995 period).

         The  Company's  effective  tax rates were 41.8%  during the 1996 period
(3.1% of revenue) and 42.0% during the 1995 period (3.4% of revenue).

                                                                   Page 12 of 16


<PAGE>



         As  a  result  of  the  factors  described  above,  net  earnings  were
approximately  $3.0  million  during  the 1996  period  (4.4% of  revenue),  and
approximately $2.7 million during the 1995 period (4.6% of revenue).

Liquidity and Capital Resources

         The  growth  of  the  Company's   business  has  required   significant
investment in new revenue  equipment that the Company  historically has financed
with  borrowings  under   installment   notes  payable  to  commercial   lending
institutions and equipment manufacturers,  borrowings under a $5.75 million line
of credit, cash flow from operations, equipment leases from third-party lessors,
proceeds  of the  Company's  initial  public  offering,  and  through the use of
independent  contractors.  The Company's primary sources of liquidity  currently
are funds  provided by operations and borrowings  under credit  agreements  with
financial institutions and equipment manufacturers.

         The Company's primary source of cash flow from operations is net income
increased  by  depreciation  and deferred  income  taxes.  Net cash  provided by
operating  activities  was $5.9 million in the 1996  period.  The primary use of
funds from  operations  was to  internally  finance  the  increase  in  accounts
receivable  of $2.5  million  attributable  to the growth of the  business.  The
average age of the Company's accounts receivable was approximately 31.8 days for
the nine months ended September 30, 1996.

         Net cash (used in) investing  activities was ($2.5 million) in the 1996
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  $2.4 million in the remaining three months of 1996 (excluding the
costs   associated   with  the  October  25,  1996,   acquisition  of  Marquardt
Transportation,  Inc.). See Note 3 to consolidated  financial  statements.  Such
projected  capital  expenditures  will be funded with cash flow from operations,
borrowings,  or operating  leases.  In prior periods,  substantially all revenue
equipment additions were financed through borrowing or leasing  transactions and
proceeds of the Company's initial public offering.

         Net cash (used in) financing  activities of ($3.7 million) for the nine
months ended  September 30, 1996,  consisted  primarily of net payments of $14.9
million of principal  under the  Company's  long-term  debt  agreements  and net
borrowings of $65 million under the Company's line of credit.

         The maximum amount available under the Company's primary line of credit
at  September  30,  1996,  was  $5.75  million,  on  which  the  Company  had no
outstanding  balance.  The interest  rate on the line of credit is .5% above the
bank's prime rate. The line of credit is collateralized  by accounts  receivable
and inventory. At September 30, 1996, the Company had outstanding long-term debt
(including current maturities)  consisting of approximately $15.1 million,  most
of which was  comprised of  obligations  for the purchase of revenue  equipment.
Interest rates on this debt range from 5.3% to 10.3%, and the principal  amounts
mature at various dates through December 2006.

                                                                   Page 13 of 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.

                  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.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                                                   EXHIBIT INDEX

NUMBER   DESCRIPTION
3.1*       Articles of Incorporation.

3.2*       Bylaws.

4.1*       Articles of Incorporation.

4.2*       Bylaws.

10.1*      OmniTRACS(TM)  Contract dated January 5, 1995,  between  Qualcomm,
           Incorporated and Smithway Motor Xpress,  Inc., an Iowa  corporation,
           for communications equipment and services.

10.2*      Outside Director Stock Option Plan dated March 1, 1995.

10.3*      Incentive Stock Plan, adopted March 1, 1995.

10.4*      401(k) Plan, adopted August 14, 1992, as amended.

10.5*      Employee Stock Ownership Plan and Trust adopted January 1, 1986, as
           amended.

                                                                   Page 14 of 16


<PAGE>

<TABLE>
<CAPTION>


                                                   EXHIBIT INDEX

NUMBER    DESCRIPTION
<C>       <C>                                                     
10.6*     Letter Agreement dated November 29, 1994,  between  Christenberry  Collet & Co. and Smithway
          Motor   Xpress,   Inc.,  an  Iowa   corporation,   for communications equipments and services.

10.7*     Memorandum of  arrangement  between Ray Steward and Smithway Motor
          Xpress, Inc., an Iowa corporation, concerning Spectrum software.

10.8*     Voting Trust Agreement dated March 1, 1995, among William G. and Marlys L. Smith and
          Melissa Sue Osterberg, as Trustee.

10.9*     Exchange Agreement dated March 1, 1995, among William G. and Marlys L. Smith, William
          G. Smith d/b/a Smith Leasing, G. Larry Owens, Smithway Motor Xpress, Inc. Employee Stock
          Ownership Plan and Trust, and Smithway Motor Xpress Corp., a Nevada corporation.

10.10*    Form of Agency Agreement between Smithway Motor Xpress, Inc. and its independent
          commission agents.

10.11*    Memorandum of officer incentive compensation policy.

10.12*    Form of Independent Contractor Agreement between Smithway Motor Xpress, Inc. and its
          independent contractor providers of tractors.

10.13*    Amendment No. 1 to Exchange Agreement dated as of June 29, 1995, among William G. and
          Marlys L. Smith, William G. Smith d/b/a Smith Leasing, G. Larry Owens, Smithway Motor
          Xpress, Inc. Employee Stock Ownership Plan and Trust, and Smithway Motor Xpress Corp.,
          a Nevada corporation.

10.14*    Acquisition Agreement dated May 31, 1995, among Smithway Motor
          Xpress,  Inc., Van Tassel,  Inc., Teresa Van Tassel, and Douglas Van
          Tassel.

10.15*    Acquisition Agreement dated January 10, 1996, among Smithway Motor
          Xpress Inc., an Iowa Corporation,  Smith Trucking Company,  a Kansas
          corporation, and Delmar Smith.

27        Financial Data Schedule
</TABLE>

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


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

         (b)      Reports on Form 8-K.

                  None.

                                                                   Page 15 of 16


<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: November 12, 1996                           By:/S/ G. LARRY OWENS
                                                     ------------------
                                                     G. Larry Owens,
                                                     Executive Vice President
                                                     and Chief Financial Officer



                                                                   Page 16 of 16