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, 2000

                                       OR

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

For the transition period from _______________  to _____________

                         Commission File Number 0-20793

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


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

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

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

                                  YES X NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (August 4, 2000).

             Class A Common Stock, $.01 par value: 4,033,992 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares


                                                 Exhibit Index is on Page 14-15.


                                                                          Page 1

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                                                                           PAGE
                                                                          NUMBER
Item 1.  Financial Statements............................................. 3-7
         Condensed Consolidated Balance Sheets as of
           December 31, 1999 and June 30, 2000  (unaudited)............... 3-4
         Condensed Consolidated Statements of Earnings for the
           three and six months ended June 30, 1999 and 2000 (unaudited).. 5
         Condensed Consolidated Statements of Cash Flows for the
           six months ended June 30, 1999 and 2000 (unaudited)............ 6
         Notes to Condensed Consolidated Financial
           Statements (unaudited)......................................... 7
Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................ 8-12
Item 3.  Quantitative and Qualitative Disclosures About Market Risks...... 12

                                     PART II
                                OTHER INFORMATION


 Item 1. Legal Proceedings................................................ 13
 Item 2. Changes in Securities and Use of Proceeds........................ 13
 Item 3. Defaults Upon Senior Securities.................................. 13
 Item 4. Submission of Matters to a Vote of Security Holders.............. 13
 Item 5. Other Information................................................ 13
 Item 6. Exhibits and Reports on Form 8-K................................. 14-15

                           FORWARD LOOKING STATEMENTS

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

                                                                          Page 2

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,         June 30,
                                                                                     1999               2000
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
<S>                                                                           <C>                <C>
                                    ASSETS
Current assets:
   Cash and cash equivalents..................................................$              685 $              404
   Receivables:
      Trade...................................................................            17,928             20,969
      Other...................................................................             1,599              2,090
      Recoverable income taxes................................................             1,021                184
   Inventories................................................................             1,611              1,641
   Deposits, primarily with insurers..........................................               281                246
   Prepaid expenses...........................................................               579                929
   Deferred income taxes......................................................             1,111              1,038
                                                                              ------------------ ------------------
         Total current assets.................................................            24,815             27,501
                                                                              ------------------ ------------------
Property and equipment:
   Land.......................................................................             1,081              1,462
   Buildings and improvements.................................................             6,865              7,302
   Tractors...................................................................            74,004             79,585
   Trailers...................................................................            42,054             42,397
   Other equipment............................................................             6,765              7,093
                                                                              ------------------ ------------------
                                                                                         130,769            137,839
   Less accumulated depreciation..............................................            36,464             43,804
                                                                              ------------------ ------------------
         Net property and equipment...........................................            94,305             94,035
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,650              5,452
Other assets..................................................................               244                249
                                                                              ------------------ ------------------
                                                                              $          125,014 $          127,237
                                                                              ================== ==================


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 3

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,         June 30,
                                                                                     1999               2000
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
<S>                                                                           <C>                <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt.......................................$            8,530 $            8,444
   Accounts payable...........................................................             4,962              6,691
   Accrued compensation.......................................................             2,436              2,951
   Accrued loss reserves......................................................             2,540              2,333
   Other accrued expenses.....................................................             1,188                759
                                                                              ------------------ ------------------
         Total current liabilities............................................            19,656             21,178
Long-term debt, less current maturities.......................................            50,985             51,135
Deferred income taxes.........................................................            14,865             15,196
                                                                              ------------------ ------------------
         Total liabilities....................................................            85,506             87,509
                                                                              ------------------ ------------------
Stockholders' equity:
   Preferred stock............................................................                 -                  -
   Common stock:
      Class A.................................................................                40                 40
      Class B.................................................................                10                 10
   Additional paid-in capital.................................................            11,414             11,396
   Retained earnings..........................................................            28,044             28,289
   Reacquired shares, at cost.................................................                 -                 (7)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            39,508             39,728
                                                                              ------------------ ------------------
                                                                              $          125,014 $          127,237
                                                                              ================== ==================


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 4

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                          Three months ended                Six months ended
                                                               June 30,                         June 30,
                                                        1999             2000            1999             2000
                                                    -------------    -------------   -------------   --------------
<S>                                                 <C>              <C>             <C>             <C>
Operating revenue:
    Freight.........................................$      50,888    $      50,942   $      98,094   $      101,521
    Other...........................................          229              152             318              321
                                                    -------------    -------------   -------------   --------------
        Operating revenue...........................       51,117           51,094          98,412          101,842
                                                    -------------    -------------   -------------   --------------
Operating expenses:
    Purchased transportation........................       20,655           20,275          39,544           40,249
    Compensation and employee benefits..............       12,283           13,085          24,003           26,394
    Fuel, supplies, and maintenance.................        6,150            7,345          11,668           14,609
    Insurance and claims............................          765            1,104           2,005            1,902
    Taxes and licenses..............................          976            1,030           1,967            1,948
    General and administrative......................        1,865            1,867           3,588            3,758
    Communications and utilities....................          566              540           1,144            1,066
    Depreciation and amortization...................        3,974            4,642           7,460            9,191
                                                    -------------    -------------   -------------   --------------
        Total operating expenses....................       47,234           49,888          91,379           99,117
                                                    -------------    -------------   -------------   --------------
             Earnings from operations...............        3,883            1,206           7,033            2,725
Financial (expense) income
    Interest expense................................         (959)          (1,062)         (1,913)          (2,077)
    Interest income.................................           28               26              69               43
                                                    -------------    -------------   -------------   --------------
             Earnings before income taxes...........        2,952              170           5,189              691
Income taxes........................................        1,230              163           2,163              446
                                                    -------------    -------------   -------------   --------------
             Net earnings...........................$       1,722    $           7   $       3,026   $          245
                                                    =============    =============   =============   ==============
Basic and diluted earnings per common share.........$        0.34    $        0.00   $        0.60   $         0.05
                                                    =============    =============   =============   ==============
Basic weighted average common shares
outstanding.........................................    5,030,931        5,019,805       5,025,940        5,020,134
    Common stock options and awards.................        2,022                -           1,386                -
                                                    -------------    -------------   -------------   --------------
Diluted weighted average common shares                  5,032,953        5,019,805       5,027,326        5,020,134
outstanding.........................................
                                                    =============    =============   =============   ==============


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 5

<PAGE>

<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                     ------------------------------
                                                                                          1999           2000
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net earnings.......................................................................$        3,026 $           245
                                                                                     -------------- ---------------
  Adjustments  to  reconcile  net  earnings to net cash  provided  by  operating
    activities:
    Depreciation and amortization....................................................         7,460           9,191
    Deferred income taxes............................................................         1,690             404
    Stock bonuses....................................................................           176             171
    Changes in:
      Receivables....................................................................        (4,452)         (3,532)
      Inventories....................................................................           (48)            (30)
      Deposits, primarily with insurers..............................................           158              35
      Prepaid expenses...............................................................          (348)           (350)
      Accounts payable and other accrued liabilities.................................         5,610           2,445
                                                                                     -------------- ---------------
       Total adjustments.............................................................        10,246           8,334
                                                                                     -------------- ---------------
       Net cash provided by operating activities.....................................        13,272           8,579
                                                                                     -------------- ---------------

Cash flows from investing activities:
  Purchase of property and equipment.................................................        (8,600)         (2,655)
  Proceeds from the sale of property and equipment...................................         1,696             619
  Other .............................................................................           117              (5)
                                                                                     -------------- ---------------
       Net cash used in investing activities.........................................        (6,787)         (2,041)
                                                                                     -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................             -           6,700
  Principal payments on long-term debt...............................................        (5,154)        (13,323)
  Payments for reacquired shares.....................................................             -            (196)
                                                                                     -------------- ---------------
       Net cash used in financing activities.........................................        (5,154)         (6,819)
                                                                                     -------------- ---------------

       Net increase (decrease) in cash and cash equivalents..........................         1,331            (281)
Cash and cash equivalents at beginning of period.....................................         1,276             685
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$        2,607 $           404
                                                                                     ============== ===============

Supplemental  disclosure of cash flow  information:  Cash paid during the period
   for:
       Interest......................................................................$        1,704 $         2,125
       Income taxes..................................................................           197            (796)
                                                                                     ============== ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        3,834 $         6,687
       Issuance of stock bonuses.....................................................           176             171
                                                                                     ============== ===============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 6

<PAGE>



                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1. Basis of Presentation

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

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

Note 2. Effect of New Accounting Standards

   Statement of Financial Accounting  Standards (SFAS)  No. 133, "Accounting for
   Derivative  Instruments and Hedging  Activities,"  as amended by SFAS No. 137
   and SFAS No. 138, will  be effective  for the Company for the year  beginning
   January 1, 2001.  Management is  evaluating  the impact the  adoption of SFAS
   No. 133 will have on  the Company's  consolidated  financial statements.  The
   Company expects to adopt SFAS No. 133 when required.

                                                                          Page 7

<PAGE>


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


Overview

         The Company's  fiscal year ends on December 31 of each year. Thus, this
report  discusses the second  quarter and first six months of the Company's 1999
and 2000 fiscal years.

         The Company has expanded  its  operations  substantially  over the past
three years through a combination of internal growth and  acquisitions.  For the
three months ended June 30, 2000, operating revenue was $51.1 million,  equal to
operating  revenue during the same quarter in 1999. Net earnings were $7,000, or
$0.00 per diluted share, compared with $1.7 million, or $0.34 per diluted share,
during the 1999  quarter.  For the six months  ended  June 30,  2000,  operating
revenue was $101.8 million, compared to $98.4 million in 1999. Net earnings were
$245,000,  or $0.05 per diluted share,  compared with $3.0 million, or $0.60 per
diluted  share,  in 1999.  The primary  reasons for the decline in the Company's
profitability  were lower than expected revenue,  increases in the costs of fuel
and driver compensation, and a decline in the market for used tractors.

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

Results of Operations

         The following  table sets forth the percentage  relationship of certain
items to operating  revenue for the three and six months ended June 30, 1999 and
2000:

<TABLE>
<CAPTION>


                                                                Three Months Ended          Six Months Ended
                                                                     June 30,                   June 30,
                                                                1999           2000          1999           2000
                                                     -------------------------------------------------------------
<S>                                                  <C>                   <C>          <C>           <C>
Operating revenue....................................          100.0%         100.0%         100.0%         100.0%
Operating expenses
  Purchased transportation...........................           40.4           39.7           40.2           39.5
  Compensation and employee benefits.................           24.0           25.6           24.4           25.9
  Fuel, supplies, and maintenance....................           12.0           14.4           11.9           14.3
  Insurance and claims...............................            1.5            2.2            2.0            1.9
  Taxes and licenses.................................            1.9            2.0            2.0            1.9
  General and administrative.........................            3.6            3.7            3.6            3.7
  Communications and utilities.......................            1.1            1.1            1.2            1.0
  Depreciation and amortization......................            7.8            9.1            7.6            9.0
                                                     -------------------------------------------------------------
    Total operating expenses.........................           92.4           97.6           92.9           97.3
                                                     -------------------------------------------------------------
Earnings from operations.............................            7.6            2.4            7.1            2.7
Interest expense (net)...............................           (1.8)          (2.0)          (1.9)          (2.0)
                                                     -------------------------------------------------------------
Earnings before income taxes.........................            5.8            0.3            5.3            0.7
Income taxes.........................................            2.4            0.3            2.2            0.4
                                                     -------------------------------------------------------------
Net earnings.........................................            3.4%           0.0%           3.1%           0.2%
                                                     =============================================================
</TABLE>

                                                                          Page 8
<PAGE>

Comparison  of three months ended June 30, 2000 with three months ended June 30,
1999

         Operating  revenue  remained  constant at $51.1 million during the 2000
and 1999  quarter.  A  substantial  increase in fuel  surcharge  revenue to $1.6
million  in the  2000  quarter  from  $3,000  in the 1999  quarter  and a slight
increase in freight rates helped to offset reductions in revenue caused by lower
weighted  average  tractors  and lower  average  revenue  per  tractor per week.
Approximately  $800,000 of the fuel surcharge revenue collected helped to offset
Company  fuel  costs  and  the  remainder  was  passed  through  to  independent
contractors.  Weighted  average  tractors  decreased  to 1,498  during  the 2000
quarter  from 1,540 during the 1999  quarter,  caused by a reduction in tractors
provided  by  independent  contractors.  Average  revenue  per  tractor per week
(excluding  revenue from  brokerage  operations)  decreased to $2,348 during the
2000 quarter from $2,399  during the 1999  quarter,  primarily due to decreasing
freight  demand which was partially  offset by a slight  increase in revenue per
loaded mile, net of  surcharges,  to $1.33 in the 2000 quarter from $1.32 in the
1999 quarter.

         Purchased  transportation decreased $380,000 (1.8%) to $20.3 million in
the 2000  quarter  from $20.7  million in the 1999  quarter and  decreased  as a
percentage  of revenue to 39.7% of revenue in the 2000 quarter from 40.4% in the
1999 quarter.  This reflects a decrease in the percentage of the Company's fleet
supplied by independent contractors which was partially offset by an increase in
the  percentage  of the revenue  paid to the  independent  contractors  for fuel
surcharges. Management believes the decline in independent contractor percentage
is  attributable  to high fuel  costs and  rising  interest  rates,  which  have
diminished the pool of drivers  interested in becoming or remaining  independent
contractors.

         Compensation and employee benefits  increased  $802,000 (6.5%) to $13.1
million in the 2000 quarter from $12.3 million in the 1999 quarter and increased
as a percentage of revenue to 25.6% of revenue in the 2000 quarter from 24.0% in
the 1999 quarter.  The increases were primarily  attributable to the increase in
the per-mile wage paid to flatbed  drivers which  occurred in the fourth quarter
of 1999 and an increase in the percentage of the Company's fleet  represented by
company owned equipment.

         Fuel, supplies,  and maintenance increased $1.2 million (19.4%) to $7.3
million  in the  2000  quarter  from  $6.2  million  in the 1999  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 14.4% of
revenue for the 2000 quarter compared with 12.0% for the 1999 quarter.  This was
the result of a 31%  increase in the  average  price of fuel to $1.40 per gallon
during  the 2000  quarter  from $1.07 per gallon  during the 1999  quarter.  The
increase in fuel prices was  partially  offset by a $321,000  benefit  from fuel
hedging  transactions.  The Company is attempting  to recover  increases in fuel
prices through fuel surcharges and higher rates,  however,  fuel price increases
will not be fully offset  through these  measures.  The  Company's  fuel hedging
positions expired in June 2000, which is expected to increase the Company's fuel
cost going forward.

         Insurance and claims increased  $339,000 (44.3%) to $1.1 million in the
2000  quarter from  $765,000 in the 1999  quarter.  As a percentage  of revenue,
insurance and claims  increased to 2.2% of revenue for the 2000 quarter compared
with 1.5% for the 1999 quarter.  The increase was attributable to an increase in
liability and physical damage claims paid and reserved.

         Taxes and licenses increased $54,000 (5.5%) to $1.0 million in the 2000
quarter from $976,000 in the 1999 quarter. As a percentage of revenue, taxes and
licenses  remained  essentially  constant at 2.0% of revenue in the 2000 quarter
and 1.9% in the 1999 quarter.

         General and  administrative  expenses remained constant at $1.9 million
in  the  2000  and  1999  quarter.  As a  percentage  of  revenue,  general  and
administrative  expenses remained essentially constant at 3.7% of revenue in the
2000 quarter and 3.6% in the 1999 quarter.

         Communications  and utilities  decreased  $26,000 (4.6%) to $540,000 in
the 2000 quarter  from  $566,000 in the 1999  quarter due to  renegotiated  long
distance telephone service contracts. As a percentage of revenue, communications
and utilities remained constant at 1.1% of revenue for both periods.

         Depreciation  and  amortization  increased  $668,000  (16.8%)  to  $4.6
million  in the  2000  quarter  from  $4.0  million  in the 1999  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 9.1% of
revenue in the 2000 quarter from 7.8% in the 1999 quarter reflecting lower gains
on sales of equipment,  a larger fleet of  Company-owned  tractors and trailers,
which increased the cost of equipment being depreciated,  and an increase in the
number of Company-owned tractors,  trailers, and satellite  communications units
financed with debt rather than operating leases.
                                                                          Page 9

<PAGE>

          Interest  expense (net) increased  $105,000 (11.3%) to $1.0 million in
the 2000 quarter from $931,000 in the 1999 quarter.  As a percentage of revenue,
interest expense (net) remained  essentially  constant at 2.0% of revenue in the
2000 quarter and 1.8% in the 1999 quarter.

         As a result of the foregoing,  the Company's pretax margin decreased to
0.3% in the 2000 quarter from 5.8% in the 1999 quarter.

         The  Company's  effective  tax rate was 95.9% for the 2000  quarter and
41.7% for the 1999  quarter.  The effective tax rate is higher than the expected
combined  tax rate for a company  headquartered  in Iowa  because of the cost of
nondeductible driver per diem expense absorbed by the Company. The impact of the
Company's  paying per diem travel  expenses  varies  depending upon the ratio of
drivers to independent  contractors and the Company's  pretax  earnings.  At the
Company's  low  earnings  level for the quarter,  nondeductible  per diem travel
expenses comprised a larger portion of pretax earnings,  effectively  increasing
the tax rate during the quarter.

         As a result of the factors  described above, net earnings  decreased to
$7,000 (0.0% of revenue) in the 2000 quarter from $1.7 million (3.4% of revenue)
in the 1999 quarter.

Comparison of six months ended June 30, 2000 with six months ended June 30, 1999

         Operating  revenue  increased  $3.4  million  (3.5%) to $101.8  million
during the 2000 period from $98.4 million during the 1999 period.  A substantial
increase  in fuel  surcharge  revenue to $2.9  million in the 2000  period  from
$13,000 in the 1999 period and slightly  higher average  revenue per tractor per
week were partially  offset by lower weighted  average  tractors.  Approximately
$1.5 million of the fuel surcharge  revenue  collected  helped to offset Company
fuel costs and the  remainder  was passed  through to  independent  contractors.
Weighted average  tractors  decreased to 1,518 during the 2000 period from 1,534
during  the  1999  period,  caused  by  a  reduction  in  tractors  provided  by
independent contractors. Average revenue per tractor per week (excluding revenue
from  brokerage  operations)  increased  to $2,336  during the 2000  period from
$2,312  during the 1999  period.  Revenue per loaded  mile,  net of  surcharges,
remained constant at $1.32 in the 2000 and 1999 period.

         Purchased  transportation increased $705,000 (1.8%) to $40.2 million in
the 2000  period  from $39.5  million in the 1999  period.  As a  percentage  of
revenue,  purchased  transportation  decreased  to 39.5% of  revenue in the 2000
period from 40.2% in the 1999 period.  The  decrease as a percentage  of revenue
reflects a  decrease  in the  percentage  of the  Company's  fleet  supplied  by
independent  contractors.  This  was  partially  offset  by an  increase  in the
percentage of revenue paid to the independent contractors for fuel surcharges.

         Compensation  and employee  benefits  increased $2.4 million (10.0%) to
$26.4  million in the 2000 period from $24.0  million in the 1999  period.  As a
percentage of revenue,  compensation and employee benefits increased to 25.9% of
revenue in the 2000  period  from 24.4% in the 1999  period.  The  increase  was
primarily  attributable  to the  increase in the  per-mile  wage paid to flatbed
drivers  which  occurred  in the fourth  quarter of 1999 and an  increase in the
percentage of the Company's fleet represented by company owned equipment.

         Fuel, supplies, and maintenance increased $2.9 million (25.2%) to $14.6
million  in the  2000  period  from  $11.7  million  in the  1999  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 14.3% of
revenue for the 2000 period  compared  with 11.9% for the 1999 period.  This was
the result of a 38%  increase in the  average  price of fuel to $1.39 per gallon
during  the 2000  period  from  $1.01 per gallon  during  the 1999  period.  The
increase in fuel prices was  partially  offset by a $667,000  benefit  from fuel
hedging  transactions.  The Company is attempting  to recover  increases in fuel
prices through fuel surcharges and higher rates,  however,  fuel price increases
will not be fully offset  through these  measures.  The  Company's  fuel hedging
positions expired in June 2000, which is expected to increase the Company's fuel
cost going forward.

         Insurance and claims  decreased  $103,000 (5.1%) to $1.9 million in the
2000 period from $2.0  million in the 1999 period.  As a percentage  of revenue,
insurance and claims  remained  essentially  constant at 1.9% of revenue for the
2000 period compared with 2.0% for the 1999 period.

         Taxes and licenses decreased $19,000 (1.0%) to $1.9 million in the 2000
period from $2.0 million in the 1999 period.  As a percentage of revenue,  taxes
and  licenses  remained  essentially  constant  at 1.9% of revenue  for the 2000
period compared with 2.0% for the 1999 period.

                                                                         Page 10

<PAGE>

         General and  administrative  expenses increased $170,000 (4.7%) to $3.8
million in the 2000 period from $3.6 million in the 1999 period. As a percentage
of revenue, general and administrative expenses remained essentially constant at
3.7% of revenue in the 2000 period and 3.6% in the 1999 period.

         Communications  and utilities  decreased $78,000 (6.8%) to $1.1 million
in the 2000 period from $1.1 million in the 1999 period due to renegotiated long
distance telephone service contracts. As a percentage of revenue, communications
and utilities decreased slightly to 1.0% of revenue for the 2000 period compared
with 1.2% for the 1999 period.

         Depreciation  and  amortization  increased $1.7 million (23.2%) to $9.2
million in the 2000 period from $7.5 million in the 1999 period. As a percentage
of revenue,  depreciation and  amortization  increased to 9.0% of revenue in the
2000  period  from 7.6% in the 1999  period  reflecting  lower gains on sales of
equipment,  a larger  fleet of  Company-  owned  tractors  and  trailers,  which
increased the cost of equipment being depreciated, and an increase in the number
of Company-owned tractors, trailers, and satellite communications units financed
with debt rather than operating leases.

         Interest  expense (net) increased  $190,000  (10.3%) to $2.0 million in
the 2000  period  from $1.8  million  in the 1999  period.  As a  percentage  of
revenue, interest expense (net) remained essentially constant at 2.0% of revenue
in the 2000 period and 1.9% in the 1999 period.

         As a result of the foregoing,  the Company's pretax margin decreased to
0.7% in the 2000 period from 5.3% in the 1999 period.

         The  Company's  effective  tax rate was 64.5% for the 2000  period  and
41.7% for the 1999 period.  The  effective  tax rate is higher than the expected
combined  tax rate for a company  headquartered  in Iowa  because of the cost of
nondeductible driver per diem expense absorbed by the Company. The impact of the
Company's  paying per diem travel  expenses  varies  depending upon the ratio of
drivers to independent  contractors and the Company's  pretax  earnings.  At the
Company's  low  earnings  level for the  period,  nondeductible  per diem travel
expenses comprised a larger portion of pretax earnings,  effectively  increasing
the tax rate during the period.

         As a result of the factors  described above, net earnings  decreased to
$245,000  (0.2% of  revenue)  in the 2000  period  from  $3.0  million  (3.1% of
revenue) in the 1999 period.

Liquidity and Capital Resources

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

         Net cash provided by operating  activities was $8.6 million for the six
months ended June 30, 2000. The primary sources of cash from operations were net
earnings of $245,000 increased by $9.2 million in depreciation and amortization,
and a $2.4 million increase in accounts  payable and other accrued  liabilities.
The Company's  principal  uses of cash from  operations  are to service debt and
internally  finance accounts  receivable  growth.  Customer accounts  receivable
increased  $3.5 million for the six months ended June 30, 2000.  The average age
of the Company's  accounts  receivable was approximately  36.0 days for the 2000
period versus 34.5 days for the 1999 period.

         Net cash  used in  investing  activities  of $2.0  million  for the six
months ended June 30, 2000 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  $6.9 million during the remaining six months of
2000. Such projected  capital  expenditures will be funded with a combination of
cash flow  from  operations,  borrowings,  and  operating  leases.  The  Company
continues to evaluate the need to expand its present  headquarters  facility and
may incur a portion  of the  expansion  costs in 2000.  The size and cost of the
possible

                                                                         Page 11

<PAGE>

expansion  has  not  yet  been  determined.   The  Company's  projected  capital
expenditures do not include any amount for this possible expansion.

         Net cash  used in  financing  activities  of $6.8  million  for the six
months ended June 30, 2000,  consisted primarily of principal  payments,  net of
borrowings, made under the Company's long-term debt obligations.

         At June 30, 2000, the Company had outstanding long-term debt (including
current maturities) of approximately $59.6 million,  most of which was comprised
of  obligations  for the  purchase  of revenue  equipment.  Approximately  $36.1
million  consisted of  borrowings  from  financial  institutions  and  equipment
manufacturers,  $23.4 million  represented  the amount drawn under the Company's
revolving  credit  facility,   and  $130,000  represented  future  payments  for
purchases of intangible assets.  Interest rates on this debt range from 5.81% to
8.18% with maturities through 2005.

         At June 30, 2000, the revolving credit facility provided for borrowings
of up to $40.0  million,  based upon  certain  accounts  receivable  and revenue
equipment values.  Based upon the borrowing levels at June 30, 2000, the Company
had $13.8 million of remaining  borrowing  capacity under this credit  facility.
The interest  rate under the credit  facility is  currently  1.5% plus the LIBOR
rate for the corresponding  period.  The credit facility is secured and contains
covenants  that impose certain  minimum  financial  ratios and limit  additional
liens,  the size of  certain  mergers  and  acquisitions,  dividends,  and other
matters.  The Company was in compliance with the terms of the credit facility at
June 30, 2000.

         On June 23, 2000, the Company's  Board of Directors  approved a 500,000
share  stock  repurchase  program.  No shares  have been  repurchased  under the
program to date.

Quantitative and Qualitative Disclosures About Market Risks

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

Interest Rate Risk

         The  revolving  credit  facility,  provided  there has been no default,
carries a maximum variable interest rate of LIBOR for the  corresponding  period
plus 1.5%. This variable  interest exposes the Company to the risk that interest
rates may rise.  Most of the Company's  other debt carries fixed  interest rates
and exposes the Company to the risk that  interest  rates may fall.  At June 30,
2000,  approximately  56% of the Company's debt carries a variable interest rate
and the remainder is fixed.

Commodity Price Risk

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

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

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


                                                                         Page 12

<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         On May 12, 2000, the Company held its annual meeting for the purpose of
         (a) ratification of the selection of KPMG LLP as independent  certified
         public  accounts for the Company,  and (b) electing five  directors for
         one-year  terms.  Proxies for the meeting  were  solicited  pursuant to
         Section 14(a) of the Securities  Exchange Act of 1934, and there was no
         solicitation   in  opposition  to   management's   nominees.   Each  of
         management's nominees for director as listed in the Proxy Statement was
         elected.  The voting  tabulation  on the selection of  accountants  was
         5,129,109  votes  "FOR",  3,288  votes  "AGAINST",   and  40,362  votes
         "ABSTAIN."  The voting  tabulation  on the election of directors was as
         follows:


                                    Shares             Shares             Shares
                                     voted              voted              voted
                                     "FOR"          "AGAINST"          "ABSTAIN"
William G. Smith                 5,099,049                  0             73,710
G. Larry Owens                   5,099,586                  0             73,173
Terry G. Christenberry           5,101,871                  0             70,888
Herbert D. Ihle                  5,099,371                  0             73,388
Robert E. Rich                   5,100,221                  0             72,538


Item 5.  Other Information.

         None.



                                                                         Page 13

<PAGE>



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

         (a)  Exhibits.


 Exhibit                                                     Description
 Number

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

                                                                         Page 14

<PAGE>




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

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

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

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

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

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

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

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

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

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

*****    Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended March 31, 2000.  Commission File No.
         000-20793, dated May 5, 2000.

#        Filed herewith.

         (b)  Reports on Form 8-K.

              None.

                                                                         Page 15

<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 11, 2000                    By:  /s/  Douglas C. Sandvig
      --------------------                  ------------------------------------
                                         Douglas C. Sandvig
                                         Controller and Chief Accounting Officer