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 June 30, 1997.

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

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

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

                                    YES X NO
 
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (August 8, 1997).

             Class A Common Stock, $.01 par value: 3,999,857 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares

                                                    Exhibit Index is on Page 15.



                                                                    Page 1 of 18
<PAGE>




                                     PART I
                              FINANCIAL INFORMATION


                                                                     PAGE
                                                                    NUMBER

Item 1.  Financial Statements.....................................    3
         Condensed Consolidated Balance Sheets as of
            December 31, 1996 and June 30, 1997 (unaudited)........   3
         Condensed Consolidated Statements of Earnings for the
            three and six months ended June 30, 1996 and 1997
            (unaudited)..........................................     5
         Condensed Consolidated Statements of Stockholders'
            Equity for the year ended December 31, 1996, and the
            six months ended June 30, 1997(unaudited).............    6
         Condensed Consolidated Statements of Cash Flows for the
            six months ended June 30, 1996 and 1997 (unaudited)...    7
         Notes to Condensed Consolidated Financial Statements
            (unaudited)...........................................    9
Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations...................   10

                                     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

                           FORWARD LOOKING STATEMENTS

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



                                                                    Page 2 of 18
<PAGE>




                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)


                                          December 31,      June 30,
                                             1996             1997
                                        ---------------  --------------
                                                          (unaudited)
<S>                                     <C>             <C>
              Assets
Current assets:
  Cash and cash equivalents............$           940   $          447
  Receivables:
    Trade..............................          9,676           12,695
    Other..............................            985            1,111
    Recoverable income taxes...........            211                -
Inventories............................            713              770
Deposits, primarily with insurers......            921              918
Prepaid expenses.......................            846            1,298
Deferred income taxes..................            282              282
                                       ---------------   --------------
        Total current assets...........         14,574           17,521
                                       ---------------   --------------
Property and equipment:
  Land.................................            531              531
  Buildings and improvements...........          4,375            4,624
  Tractors.............................         28,245           31,474
  Trailers.............................         19,514           24,056
  Other equipment......................          3,543            3,880
                                       ---------------   --------------
                                                56,208           64,565
  Less accumulated depreciation........         17,038           20,892
                                       ---------------   --------------
        Net property and equipment.....         39,170           43,673
                                       ---------------   --------------
Other assets...........................          1,586            1,750
                                       ---------------   --------------
                                       $        55,330   $       62,944
                                       ===============   ==============


</TABLE>

                                                                    Page 3 of 18
     See accompanying notes to condensed consolidated financial statements.
<PAGE>


<TABLE>
<CAPTION>


                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)


                                           December 31,      June 30,
                                              1996            1997
                                         --------------- --------------
                                                          (unaudited)
<S>                                      <C>             <C>
   Liabilities and Stockholders' Equity
Current liabilities:
  Line of credit.........................$         4,490 $        2,351
  Current maturities of long-term debt...          3,260          4,857
  Accounts payable.......................          2,211          2,383
  Accrued loss reserves..................          1,267          1,177
  Other accrued expenses.................          1,453          1,184
  Income taxes payable...................              -            517
                                         --------------- --------------
        Total current liabilities........         12,681         12,469
Long-term debt, less current maturities..         12,644         17,082
Deferred income taxes....................          5,812          6,713
                                         --------------- --------------
        Total liabilities................         31,137         36,264
                                         --------------- --------------
Stockholders' equity:
  Preferred stock........................              -              -
  Common stock:
    Class A..............................             40             40
    Class B..............................             10             10
  Additional paid-in capital.............         11,104         11,104
  Retained earnings......................         13,116         15,603
  Reacquired shares, at cost.............            (77)           (77)
                                         --------------- --------------
        Total stockholders' equity.......         24,193         26,680
                                         --------------- --------------
                                         $        55,330 $       62,944
                                         =============== ==============

</TABLE>


                                                                    Page 4 of 18
      See accompanying notes to condensed consolidated financial statements.
<PAGE>


<TABLE>
<CAPTION>


                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)



                                                  Three Months Ended       Six Months Ended
                                                       June 30,                June 30,
                                                ----------------------- ----------------------
                                                   1996        1997        1996       1997
<S>                                             <C>         <C>         <C>        <C>
                                                ----------- ----------- ---------- -----------
Operating revenue:
  Freight.......................................$    23,212 $    30,391 $   43,048 $    56,990
  Other.........................................        199         223        225         532
                                                ----------- ----------- ---------- -----------
        Operating revenue.......................     23,411      30,614     43,273      57,522
                                                ----------- ----------- ---------- -----------
Operating expenses:
  Purchased transportation......................      9,406      11,769     17,198      22,306
  Compensation and employee benefits............      5,035       6,813      9,613      12,867
  Fuel, supplies, and maintenance...............      2,870       4,053      5,669       7,886
  Insurance and claims..........................        402         542        771       1,007
  Taxes and licenses............................        401         554        794       1,082
  General and administrative....................      1,005       1,422      1,914       2,692
  Communication and utilities...................        262         331        481         694
  Depreciation and amortization.................      1,506       2,023      3,011       3,926
                                                ----------- ----------- ---------- -----------
        Total operating expenses................     20,887      27,507     39,451      52,460
                                                ----------- ----------- ---------- -----------
        Earnings from operations................      2,524       3,107      3,822       5,062
  Interest expense (net)........................       (552)       (457)      (967)       (773)
                                                ----------- ----------- ---------- -----------
        Earnings before income taxes............      1,972       2,650      2,855       4,289
  Income taxes..................................       (818)     (1,114)    (1,187)     (1,802)
                                                ----------- ----------- ---------- -----------
        Net earnings............................$     1,154 $     1,536 $    1,668 $     2,487
                                                =========== =========== ========== ===========
Net earnings per common share...................$      0.33 $      0.31 $     0.48 $      0.50
                                                =========== =========== ========== ===========
Weighted average common shares outstanding......  3,499,293   5,002,706  3,500,487   5,001,292
                                                =========== =========== ========== ===========

</TABLE>


                                                                    Page 5 of 18
     See accompanying notes to condensed consolidated financial statements.
<PAGE>




<TABLE>
<CAPTION>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED STATEMENTS OF
                              STOCKHOLDERS' EQUITY
                             (Dollars in thousands)
                                   (Unaudited)

                                                                            Equity
                                                                            reduction
                                            Additional                       for       Total
                                   Common    paid-in   Retained Reacquired   ESOP    stockholders'
                                   stock     capital   earnings    shares    debt      equity
                                 ---------- --------- --------- ---------  --------  -----------
<S>                              <C>        <C>       <C>       <C>        <C>       <C>
Balance at December 31, 1995....         28         -     8,138       (52)    (243)      7,871
Net earnings....................          -         -     3,950         -        -       3,950
Reduction of ESOP debt..........          -         -         -         -      243         243
Acquisition of common shares....          -         -         -       (25)       -         (25)
Shares sold for cash, net of
  cost issuance of..............         15    10,727         -         -        -      10,742
Change in value and number of
  redeemable common shares......          7       377     1,028         -        -       1,412
                                 ---------- --------- --------- --------- -------- -----------
Balance at December 31, 1996....         50    11,104    13,116       (77)       -      24,193
Net earnings....................          -         -     2,487         -        -       2,487
                                 ---------- --------- --------- --------- -------- -----------
Balance at June 30, 1997........ $       50 $  11,104 $  15,603 $     (77)$     -  $    26,680
                                 ========== ========= ========= ========= ======== ===========


</TABLE>

                                                                    Page 6 of 18
     See accompanying notes to condensed consolidated financial statements.
<PAGE>



<TABLE>
<CAPTION>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)


                                                        Six Months Ended
                                                            June 30,
                                                   ------------------------
                                                        1996        1997
                                                   ------------ -----------
<S>                                                <C>          <C>
Cash flows from operating activities:
  Net earnings.................................... $      1,668 $     2,487
                                                   ------------ -----------
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
    Depreciation and amortization.................        3,011       3,926
    Deferred income taxes.........................          460         901
    Changes in:
      Trade receivables...........................       (2,488)     (3,019)
      Other receivables...........................         (115)       (126)
      Inventories.................................            -         (57)
      Deposits, primarily with insurers...........           70           3
      Prepaid expenses............................         (153)       (452)
      Accounts payable............................         (184)        303
      Accrued loss reserves.......................           29         (90)
      Other accrued expenses......................         (193)       (269)
      Income taxes................................          601         728
                                                   ------------ -----------
            Total adjustments.....................        1,038       1,848
                                                   ------------ -----------
        Net cash provided by operating activities.        2,706       4,335
Cash flows from investing activities:
  Purchase of property and equipment..............       (1,737)     (2,204)
  Borrowings on the sale of property and equipment            -       3,040
  Change in other assets..........................         (134)       (237)
  Purchase of short-term investments..............         (300)          -
  Proceeds from short-term investments............          500           -
                                                   ------------ -----------
        Net cash (used in) provided by investing
        activities................................       (1,671)        599

Cash flows from financing activities:
  Proceeds from long-term debt.....................           -       3,000
  Principal payments on long-term debt.............      (2,862)     (6,258)
  Borrowings on line of credit agreement...........      41,347      67,938
  Payments on line of credit agreement.............     (41,347)    (70,107)
  Payments for reacquired shares...................         (26)          -
  Other............................................        (230)          -
                                                    ------------ -----------
        Net cash used in financing activities....        (3,118)     (5,427)
                                                    ------------ -----------
        Net decrease in cash and cash equivalents..      (2,083)       (493)
Cash and cash equivalents at beginning of period...       2,976         940
                                                   ------------ -----------
Cash and cash equivalents at end of period.........$        893         447
                                                   ============ ===========
</TABLE>



                                                                    Page 7 of 18
     See accompanying notes to condensed consolidated financial statements.
<PAGE>



<TABLE>
<CAPTION>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                   (Unaudited)
                             (Dollars in thousands)



                                                      Six months ended
                                                         June 30,
                                                  ------------------------
                                                     1996         1997
                                                  ----------   -----------
<S>                                               <C>          <C>
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
      Interest................................... $    1,030   $       775
      Income taxes...............................        121             2
Supplemental schedules of noncash investing
and financing activities:
  Notes payable:
    Tractors and trailers........................      7,129         9,193
    Tires on above:
      Prepaid at end of period...................         27            91
      Expensed...................................        232           116
Principal payments made by ESOP..................         28             -

</TABLE>


                                                                    Page 8 of 18
     See accompanying notes to condensed consolidated financial statements.
<PAGE>



                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.        Basis of Presentation

               The  condensed   consolidated  financial  statements  include the
               accounts  of  Smithway  Motor  Xpress  Corp.,  a  Nevada  holding
               company,   and  its  wholly  owned  subsidiary,   Smithway  Motor
               Xpress, Inc.  Unless otherwise indicated,  the companies named in
               this paragraph are collectively referred to as the "Company." All
               significant  intercompany  balances  and  transactions  have been
               eliminated in consolidation.

               The  condensed   consolidated   financial   statements  have been
               prepared,  without audit, in accordance  with generally  accepted
               accounting  principles,  pursuant to the 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.  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 stockholders sold 650,000 shares
               in the IPO.

               The  Company's  proceeds  of  approximately   $10.7 million,  net
               of  underwriting  discounts  and offering  expenses, were used to
               repay the Company's line of credit and reduce long-term debt.


                                                                    Page 9 of 18
<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 second  quarter and first six months of the Company's 1996
and 1997  fiscal  years,  respectively.  The Company  closed its initial  public
offering of 2,150,000 shares of Class A Common Stock on July 2, 1996,  1,500,000
shares of Class A Common Stock being sold by the Company and 650,0000 being sold
by certain stockholders.
<TABLE>

Results of Operations
<CAPTION>

     The following table sets forth the percentage relationship of certain items
to operating revenue for the three and six months ended June 30, 1996 and 1997:


                                    Three Months Ended      Six Months Ended
                                        June 30,               June 30,
                                    1996        1997       1996       1997
                                  ----------- ----------- ---------- -----------
<S>                               <C>         <C>         <C>        <C>
Operating revenue................   100.0%      100.0%     100.0%      100.0%
  Purchased transportation.......    40.2        38.4       39.7        38.8
  Compensation and employee
     benefits....................    21.5        22.3       22.2        22.4
  Fuel, supplies, and maintenance    12.3        13.2       13.1        13.7
  Insurance and claims...........     1.7         1.8        1.8         1.8
  Taxes and licenses.............     1.7         1.8        1.8         1.9
  General and administrative.....     4.3         4.6        4.4         4.7
  Communications and utilities...     1.1         1.1        1.1         1.2
  Depreciation and amortization       6.4         6.6        7.0         6.8
                                  ----------- ----------- ---------- -----------
        Total operating expenses.    89.2        89.9       91.2        91.2
                                  ----------- ----------- ---------- -----------
Earnings from operations.........    10.8        10.1        8.8         8.8
Interest expense (net)...........    (2.4)       (1.5)      (2.2)       (1.3)
                                  ----------- ----------- ---------- -----------
Earnings before income taxes.....     8.4         8.7        6.6         7.5
Income taxes.....................    (3.5)       (3.6)      (2.7)       (3.1)
                                  ----------- ----------- ---------- -----------
Net earnings.....................     4.9%        5.0%       3.9%        4.3%
                                  =========== =========== ========== ===========
</TABLE>

     Comparison  of three  months ended  June 30, 1997,  with three months ended
June 30, 1996

     Operating  revenue  increased $7.2 million  (30.8%) to $30.6 million during
the 1997 quarter from $23.4 million  during the 1996  quarter.  The increase was
attributable to a 20.1% increase in weighted average tractors, to 878 during the
1997 quarter  from 731 during the 1996  quarter and a 12.3%  increase in revenue
equipment utilization as the average billed miles per tractor per week increased
to 1827 in the 1997 quarter from 1627 in the 1996  quarter.  These  factors were
offset by a decrease  in revenue  per loaded  mile to $1.36 in the 1997  quarter
from $1.38 in the 1996 quarter (excluding a fuel surcharge of approximately $.01
per mile in both  quarters).  Revenue  per tractor per week  improved  8.8%,  to
$2,473 in the 1997 quarter from $2,274 in the 1996 quarter.

     Purchased transportation increased $2.4 million (25.1%) to $11.8 million in
the 1997 quarter from $9.4 million in the 1996 quarter as the Company's business
expanded and the Company contracted with more independent  contractor  providers
of revenue  equipment.  As a  percentage  of revenue,  purchased  transportation
decreased to 38.4% of revenue in the 1997 quarter from 40.2% in the 1996 quarter
as


                                                                   Page 10 of 18
<PAGE>




brokerage  revenue comprised a smaller portion of the Company's overall revenue,
reducing the corresponding expense.

     Compensation  and  employee  benefits  increased  $1.8 million  (35.3%)  to
$6.8 million  in the 1997 quarter from  $5.0 million  in the 1996 quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 22.3% of
revenue  in the 1997  quarter  from  21.5% in the 1996  quarter  as a result  of
increased wages resulting from the Marquardt  Transportation,  Inc.  acquisition
during the  fourth  quarter of 1996 and an  increased  number of Company  driver
trainees.

     Fuel, supplies,  and   maintenance   increased   $1.2 million   (41.2%)  to
$4.0 million  in the 1997 quarter from  $2.9 million  in the 1996 quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 13.2% of
revenue  for the 1997  quarter  compared  with  12.3% for the 1996  quarter as a
result of higher average fuel prices of $1.18 in the 1997 quarter  compared with
$1.15 in the 1996 quarter.  Due to a decrease in fuel costs in the third quarter
of 1997 it is unlikely the Company  will be able to continue to  implement  fuel
surcharges and has already seen a reduction in the number of customers accepting
surcharges  and the amount of such  surcharges.  The Company  expects that lower
fuel prices will largely offset decreased surcharges revenue.(*)

     Insurance  and claims  increased  $140,000  (34.8%) to $542,000 in the 1997
quarter from $402,000 in the 1996 quarter. As a percentage of revenue, insurance
and claims remained  essentially constant at 1.8% of revenue in the 1997 quarter
and 1.7% in the 1996 quarter.

     Taxes and  licenses  increased  $153,000  (38.2%) to  $554,000  in the 1997
quarter from $401,000 in the 1996 quarter. As a percentage of revenue, taxes and
licenses  remained  relatively  constant at 1.8% of revenue in the 1997  quarter
compared with 1.7% in the 1996 quarter.

     General  and   administrative   expenses   increased  $417,000  (41.5%)  to
$1.4 million  in the 1997 quarter from  $1.0 million  in the 1996 quarter.  As a
percentage of revenue, general and administrative expenses increased to 4.6% for
the 1997  quarter  from 4.3% for the 1996  quarter,  principally  as a result of
advertising,  agent  commissions,  professional  fees, and fees incurred for the
transfer of the Company's 401(k) plan to a new administrator.

     Communications  and utilities  increased $69,000 (26.3%) to $331,000 in the
1997  quarter from  $262,000 in the 1996  quarter.  As a percentage  of revenue,
communications  and  utilities  remained  constant  at 1.1% of  revenue  in both
quarters.

     Depreciation and amortization increased $517,000 (34.3%) to $2.0 million in
the 1997 quarter  from  $1.5 million  in the 1996  quarter.  As a percentage  of
revenue,  depreciation and amortization increased slightly to 6.6% of revenue in
the 1997  quarter  from 6.4% in the 1996  quarter.  The  higher  cost of a newer
tractor fleet and the installation of satellite-based tracking and communication
units more than offset higher revenue per tractor per week.

     As a result of the foregoing,  the Company's  operating  ratio increased to
89.9% during the 1997 quarter from 89.2% during the 1996 quarter.

     Interest  expense (net)  decreased  $95,000 (20.8%) to $457,000 in the 1997
quarter from $552,000 in the 1996 quarter. As a percentage of revenue,  interest
expense (net)  decreased to 1.5% of revenue in the 1997 quarter from 2.4% in the
1996 quarter, due to lower average debt balances ($25.1 million in the
--------
     (*) May contain "forward-looking" statements.


                                                                   Page 11 of 18
<PAGE>


     1997 quarter compared with $27.7 million in the 1996 quarter)  attributable
to  reducing  debt with the  approximately  $10.7 million  net  proceeds  of the
Company's initial public offering and lower average interest rates.

     The  Company's  effective  tax rate was 42.0% in the 1997 quarter  (3.6% of
revenue)  compared with 41.5% in the 1996 quarter (3.5% of revenue) in each case
including  the cost of  nondeductible  driver per diem  expense  absorbed by the
Company.

     Primarily  as a  result  of  the  factors  described  above,  net  earnings
increased $382,000 (33.1%) to $1.5 million (5.0% of revenue) in the 1997 quarter
from $1.2 million (4.9% of revenue) in the 1996 quarter.

     Comparison  of six  months  ended  June 30, 1997,  with  six  months  ended
June 30, 1996.

     Operating revenue increased  $14.2 million  (32.9%) to $57.5 million during
the 1997 period from $43.3 million  during the 1996 period. The revenue increase
resulted  primarily  from a 20.5% increase in weighted  average  tractors to 876
during the 1997 period  from 727 during the 1996 period and a 12.2%  increase in
revenue  equipment  utilization as the average billed miles per tractor per week
increased  to 1724 in the 1997 period from 1537 in the 1996  period,  which more
than  offset a decrease  in revenue  per loaded mile to $1.36 in the 1997 period
from $1.37 in the 1996 period (excluding a fuel surcharge of approximately  $.01
per mile in both periods). Revenue per tractor per week improved 5.9%, to $2,328
in the 1997 period from $2,198 in the 1996 period.

     Purchased transportation increased $5.1 million (29.7%) to $22.3 million in
the 1997  period from  $17.2 million  in the 1996  period.  As a  percentage  of
revenue,  purchased  transportation  decreased  to 38.8% of  revenue in the 1997
period  from 39.7% in the 1996  period as the Company  operated  fewer  tractors
under operating leases.

     Compensation  and  employee  benefits  increased  $3.3 million  (33.9%)  to
$12.9 million  in the 1997 period from  $9.6 million  in the 1996  period.  As a
percentage of revenue,  compensation and employee benefits increased slightly to
22.4% of revenue in the 1997 period from 22.2% in the 1996 period as a result of
increased wages resulting from the Marquartdt  Transportation,  Inc. acquisition
during the fourth  quarter of 1996, an increase in the number of Company  driver
trainees, and a decrease in workers' compensation and health insurance costs.

     Fuel,  supplies,   and  maintenance   increased   $2.2 million  (39.1%)  to
$7.9 million  in the 1997  period from  $5.7 million  in the 1996  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 13.7% of
revenue for the 1997 period  compared with 13.1% for the 1996 period as a result
of higher average fuel prices of $1.20 in the 1997 period compared with $1.14 in
the 1996 period. Due to a decrease in fuel costs in the third quarter of 1997 it
is unlikely the Company will be able to continue to  implement  fuel  surcharges
and has already seen a reduction in the number of customers accepting surcharges
and amount of such  surcharges.  The Company expects that lower fuel prices will
largely offset decreased surcharge revenue.(*)

     Insurance and claims increased $236,000 (30.6%) to $1.0 million in the 1997
period from $771,000 in the 1996 period.  As a percentage of revenue,  insurance
and  claims  remained  constant  at 1.8% of  revenue  in both  the 1997 and 1996
periods.



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


     (*) May contain "forward-looking" statements.


                                                                   Page 12 of 18
<PAGE>

     Taxes and licenses  increased  $288,000 (36.3%) to $1.1 million in the 1997
period from $794,000 in the 1996 period.  As a percentage of revenue,  taxes and
licenses  remained  essentially  constant  at 1.9% of revenue in the 1997 period
compared with 1.8% in the 1996 period.

     General  and   administrative   expenses   increased  $778,000  (40.7%)  to
$2.7 million  in the 1997  period from  $1.9 million  in the 1996  period.  As a
percentage of revenue, general and administrative expenses increased to 4.7% for
the 1997  period from 4.4% for the 1996  period  primarily  as a result of agent
commissions and advertising.

     Communications and utilities  increased $213,000 (44.3%) to $694,000 in the
1997  period from  $481,000  in the 1996  period.  As a  percentage  of revenue,
communications and utilities remained essentially constant at 1.2% of revenue in
the 1997 period and 1.1% in the 1996 period.

     Depreciation and amortization increased $915,000 (30.4%) to $3.9 million in
the 1997  period  from  $3.0 million  in the 1996  period.  As a  percentage  of
revenue,  depreciation and amortization decreased to 6.8% of revenue in the 1997
period from 7.0% in the 1996 period principally as a result of increased revenue
per tractor per week, which more efficiently  spread this fixed cost over higher
revenue.

     As a result  of the  foregoing,  the  Company's  operating  ratio  remained
constant at 91.2% during both the 1997 and 1996 periods.

     Interest  expense (net) decreased  $194,000 (25.1%) to $773,000 in the 1997
period from $967,000 in the 1996 period.  As a percentage  of revenue,  interest
expense  (net)  decreased to 1.3% of revenue in the 1997 period from 2.2% in the
1996  period,  due to lower  average  debt  balances  ($25.2 in the 1997  period
compared with $26.4 in the 1996 period, lower average interest rates, and higher
revenue per tractor.

     The  Company's  effective  tax rate was 42.0% in the 1997  period  (3.1% of
revenue)  compared  with 41.6% in the 1996 period (2.7% of revenue) in each case
including  the cost of  nondeductible  driver per diem  expense  absorbed by the
Company.

     Primarily  as a  result  of  the  factors  described  above,  net  earnings
increased  $819,000 (49.1%) to $2.5 million (4.3% of revenue) in the 1997 period
from $1.7 million (3.9% of revenue) in the 1996 period.

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 $10 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.

     Net cash  provided by  operating  activities  was $4.3  million for the six
months ended June 30, 1997.  The Company's principal use of cash from operations
is to service debt and internally  finance accounts  receivable  associated with
growth in the business.  Customer accounts receivable increased $3.0 million for
the six months ended  June 30, 1997.  The average age of the Company's  accounts
receivable was approximately 37.1 days for the 1997 quarter.


                                                                   Page 13 of 18
<PAGE>

     Net cash  provided by  investing  activities  of $599,000 in the six months
ended June 30,  1997.  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  $6.4 million during the remaining six months of
1997.  The Company has options to purchase  additional new tractors and trailers
and has authorized an additional $4.5 million in capital  expenditures  for such
purpose  during the  remaining  six months of 1997 if customer  demand  requires
additional  equipment.  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  $5.4 million  for the six months
ended  June 30, 1997,  consisted  primarily of net payments of  $3.3 million  of
principal  under the Company's  long-term  debt  agreements  and net payments of
$2.2 million under the Company's line of credit.

     The maximum amount available under the Company's  primary line of credit at
June 30, 1997,  was $10 million, on which the Company had an outstanding balance
of  $2.4 million.  The  interest  rate on the line of credit is 125 basis points
over the Federal Funds Rate.  The line of credit is  collateralized  by accounts
receivable.  At  June 30, 1997,  the  Company  had  outstanding  long-term  debt
(including current maturities) consisting of approximately  $21.9 million,  most
of which was  comprised of  obligations  for the purchase of revenue  equipment.
Interest rates on this debt range from 5.7% to 7.9%, and the principal amounts
mature at various dates through June, 2002.




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

     (*) May contain "forward-looking" statements.



                                                                   Page 14 of 18
<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
Number    Description
1         Form of  Underwriting  Agreement,  filed as Exhibit 1 to the Company's
          Registration   Statement  on  Form S-1,   Registration   No. 33-90356,
          effective June 27, 1996, and incorporated herein by reference.
2.1       Asset Purchase Agreement dated January 10, 1996,  among Smithway Motor
          Xpress, Inc.,  an Iowa corporation,  Smith Trucking Company,  a Kansas
          corporation,  and Delmar Smith,  filed as Exhibit 2.4 to the Company's
          Registration   Statement  on  Form S-1,   Registration   No. 33-90356,
          effective June 27, 1996, and incorporated herein by reference.
2.2       Asset Purchase Agreement dated  October 4, 1996,  among Smithway Motor
          Xpress, Inc.,  an Iowa  corporation,  Smithway  Motor Xpress Corp.,  a
          Nevada  corporation,  Marquardt  Transportation, Inc.,  a South Dakota
          corporation, and Ralph and Lucille Marquardt,  filed as Exhibit 2.5 to
          the  Company's  Form 10-K  for the year ended  December 31, 1996,  and
          incorporated herein by reference.



                                                                   Page 15 of 18
<PAGE>

Exhibit
Number    Description
2.3       First   Amendment   to   Asset   Purchase   Agreement   dated   as  of
          October 24, 1996,   among   Smithway  Motor   Xpress, Inc.,   an  Iowa
          corporation,  Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,
          Marquardt Transportation, Inc.,  a South Dakota corporation, and Ralph
          and Lucille Marquardt, filed as Exhibit 2.6 to the Company's Form 10-K
          for the year  ended  December 31, 1996,  and  incorporated  herein  by
          reference.
2.4       Second   Amendment   to   Asset   Purchase   Agreement   dated  as  of
          December 27, 1996,   among  Smithway  Motor   Xpress, Inc.,   an  Iowa
          corporation,  Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,
          Marquardt Transportation, Inc.,  a South Dakota corporation, and Ralph
          and Lucille Marquardt, filed as Exhibit 2.7 to the Company's Form 10-K
          for the year  ended  December 31, 1996,  and  incorporated  herein  by
          reference.
3.1       Articles  of  Incorporation,  filed as  Exhibit 3.1  to the  Company's
          Registration   Statement  on  Form S-1,   Registration   No. 33-90356,
          effective June 27, 1996, and incorporated herein by reference.
3.2       Bylaws, filed as Exhibit 3.2 to the Company's  Registration  Statement
          on Form S-1, Registration No. 33-90356,  effective June 27, 1996,  and
          incorporated herein by reference.
4.1       Articles  of  Incorporation,  filed as  Exhibit 3.1  to the  Company's
          Registration   Statement  on  Form S-1,   Registration   No. 33-90356,
          effective June 27, 1996, and incorporated herein by reference.
4.2       Bylaws, filed as Exhibit 3.2 to the Company's  Registration  Statement
          on Form S-1, Registration No.33-90356,  effective June 27, 1996,  and
          incorporated herein by reference.
10.1      Outside Director Stock Plan dated March 1, 1995, filed as Exhibit 10.2
          to the  Company's  Registration  Statement on  Form S-1,  Registration
          No. 33-90356,  effective  June 27, 1996,  and  incorporated  herein by
          reference.
10.2      Incentive Stock Plan, adopted March 1, 1995,  filed as Exhibit 10.3 to
          the  Company's  Registration   Statement  on  Form S-1,   Registration
          No. 33-90356,  effective  June 27, 1996,  and  incorporated  herein by
          reference.
10.3      401(k)   Plan,   adopted   August 14, 1992,   as  amended,   filed  as
          Exhibit 10.4  to the  Company's  Registration  Statement  on Form S-1,
          Registration No. 33-90356,  effective June 27, 1996,  and incorporated
          herein by reference.
10.4      Form of Agency Agreement between Smithway Motor  Xpress, Inc.  and its
          independent commission agents, filed as Exhibit 10.10 to the Company's
          Registration   Statement  on  Form S-1,   Registration   No. 33-90356,
          effective June 27, 1996, and incorporated herein by reference.
10.5      Memorandum  of  officer  incentive   compensation   policy,  filed  as
          Exhibit 10.12  to the  Company's  Registration  Statement on Form S-1,
          Registration No. 33-90356,  effective June 27, 1996,  and incorporated
          herein by reference.



                                                                   Page 16 of 18
<PAGE>


Exhibit
Number    Description
10.6      Form  of  Independent  Contractor  Agreement  between  Smithway  Motor
          Xpress, Inc.  and its  independent  contractor  providers of tractors,
          filed as  Exhibit 10.14  to the  Company's  Registration  Statement on
          Form S-1,  Registration  No. 33-90356,  effective  June 27, 1996,  and
          incorporated herein by reference.
10.7      Acquisition  Agreement  dated  January 10, 1996,  among Smithway Motor
          Xpress, Inc.,  an Iowa corporation,  Smith Trucking Company,  a Kansas
          corporation,  and Delmar Smith,  filed as Exhibit 2.4 to the Company's
          Registration   Statement  on  Form S-1,   Registration   No. 33-90356,
          effective June 27, 1996, and incorporated herein by reference.
10.8      Asset Purchase Agreement dated  October 4, 1996,  among Smithway Motor
          Xpress, Inc.,  an Iowa  corporation,  Smithway  Motor Xpress Corp.,  a
          Nevada  corporation,  Marquardt  Transportation, Inc.,  a South Dakota
          corporation, and Ralph and Lucille Marquardt,  filed as Exhibit 2.5 to
          the  Company's  Form 10-K  for the year ended  December 31, 1996,  and
          incorporated herein by reference.
10.9      First   Amendment   to   Asset   Purchase   Agreement   dated   as  of
          October 24, 1996,   among   Smithway  Motor   Xpress, Inc.,   an  Iowa
          corporation,  Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,
          Marquardt Transportation, Inc.,  a South Dakota corporation, and Ralph
          and Lucille Marquardt, filed as Exhibit 2.6 to the Company's Form 10-K
          for the year  ended  December 31, 1996,  and  incorporated  herein  by
          reference.
10.10     Second   Amendment   to   Asset   Purchase   Agreement   dated  as  of
          December 27, 1996,   among  Smithway  Motor   Xpress, Inc.,   an  Iowa
          corporation,  Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,
          Marquardt Transportation, Inc.,  a South Dakota corporation, and Ralph
          and Lucille Marquardt, filed as Exhibit 2.7 to the Company's Form 10-K
          for the year  ended  December 31, 1996,  and  incorporated  herein  by
          reference.
11       *Statement Regarding Computation of Per Share Earnings.
27       *Financial Data Schedule.

* Filed herewith.

        (b)    Reports on Form 8-K.

               None.


                                                                   Page 17 of 18
<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: August 14, 1997             By:    /s/ Michael E. Olseson
                                         Michael E. Olseon,
                                         Treasurer and Chief Accounting Officer
                                         



                                                                   Page 18 of 18
<PAGE>