SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

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


                                    FORM 10-Q

                                   (Mark One)

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

For the quarterly period ended March 31, 2001

                                       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 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 (April 30, 2001).

             Class A Common Stock, $.01 par value: 3,849,980 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..........................................      3-8
         Condensed Consolidated Balance Sheets as of December 31, 2000 and
              March 31, 2001  (unaudited)..............................      3-4
         Condensed Consolidated Statements of Earnings for the three months
              ended March 31, 2000 and 2001 (unaudited). ...............       5
         Condensed Consolidated Statements of Cash Flows for the three months
              ended March 31, 2000 and 2001 (unaudited)................      6-7
         Notes to Condensed Consolidated Financial Statements
              (unaudited)..............................................        8
Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations....................................     9-12
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



                                                                         Page 2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,        March 31,
                                                                                     2000               2001
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
                                    ASSETS
<S>                                                                           <C>                <C>
Current assets:
   Cash and cash equivalents..................................................$              349 $              795
   Receivables:
      Trade...................................................................            17,832             19,891
      Other...................................................................             1,310              2,057
      Recoverable income taxes................................................                17                 26
   Inventories................................................................             1,586              1,601
   Deposits, primarily with insurers..........................................               160                138
   Prepaid expenses...........................................................               910              1,859
   Deferred income taxes......................................................             1,384              1,405
                                                                              ------------------ ------------------
         Total current assets.................................................            23,548             27,772
                                                                              ------------------ ------------------
Property and equipment:
   Land.......................................................................             1,412              1,548
   Buildings and improvements.................................................             7,006              7,133
   Tractors...................................................................            77,098             77,290
   Trailers...................................................................            43,167             45,285
   Other equipment............................................................             7,497              7,740
                                                                              ------------------ ------------------
                                                                                         136,180            138,996
   Less accumulated depreciation..............................................            49,432             53,538
                                                                              ------------------ ------------------
         Net property and equipment...........................................            86,748             85,458
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,191              5,284
Other assets..................................................................               341                366
                                                                              ------------------ ------------------
                                                                              $          115,828 $          118,880
                                                                              ================== ==================






See accompanying notes to condensed consolidated financial statements.                                     Page 3
</TABLE>

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,        March 31,
                                                                                     2000               2001
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                           <C>                <C>
Current liabilities:
   Current maturities of long-term debt.......................................$            8,636 $            9,687
   Accounts payable...........................................................             5,669              7,042
   Accrued compensation.......................................................             2,505              3,112
   Accrued loss reserves......................................................             2,344              2,497
   Other accrued expenses.....................................................             1,094              1,034
                                                                              ------------------ ------------------
         Total current liabilities............................................            20,248             23,372
Long-term debt, less current maturities.......................................            43,698             45,694
Deferred income taxes.........................................................            14,649             14,011
                                                                              ------------------ ------------------
         Total liabilities....................................................            78,595             83,077
                                                                              ------------------ ------------------
Stockholders' equity:
   Preferred stock............................................................                 -                  -
   Common stock:
      Class A.................................................................                40                 40
      Class B.................................................................                10                 10
   Additional paid-in capital.................................................            11,396             11,394
   Retained earnings..........................................................            26,053             24,765
   Reacquired shares, at cost.................................................              (266)              (406)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            37,233             35,803
                                                                              ------------------ ------------------
                                                                              $          115,828 $          118,880
                                                                              ================== ==================



See accompanying notes to condensed consolidated financial statements.                                        Page 4
</TABLE>

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       Three months ended
                                                                                           March 31,
                                                                                      2000            2001
                                                                                 --------------  --------------
<S>                                                                              <C>             <C>
Operating revenue:
    Freight......................................................................$       50,579  $       47,230
    Other........................................................................           169             149
                                                                                 --------------  --------------
        Operating revenue........................................................        50,748          47,379
                                                                                 --------------  --------------
Operating expenses:
    Purchased transportation.....................................................        19,974          17,579
    Compensation and employee benefits...........................................        13,309          13,360
    Fuel, supplies, and maintenance..............................................         7,264           8,615
    Insurance and claims.........................................................           798             984
    Taxes and licenses...........................................................           918             886
    General and administrative...................................................         1,891           1,989
    Communications and utilities.................................................           526             561
    Depreciation and amortization................................................         4,549           4,532
                                                                                 --------------  --------------
        Total operating expenses.................................................        49,229          48,506
                                                                                 --------------  --------------
             Earnings (loss) from operations.....................................         1,519          (1,127)
Financial (expense) income
    Interest expense.............................................................        (1,015)           (860)
    Interest income..............................................................            17              12
                                                                                 --------------  --------------
             Earnings (loss) before income taxes.................................           521          (1,975)
Income taxes (benefit)...........................................................           283            (687)
                                                                                 --------------  --------------
             Net earnings (loss).................................................$          238  $       (1,288)
                                                                                 ==============  ==============
Basic and diluted earnings (loss) per common share...............................$         0.05  $       (0.26)
                                                                                 ==============  ==============
Basic weighted average common shares outstanding.................................     5,020,464       4,875,503
    Common stock options and awards..............................................             -               -
                                                                                 --------------  --------------
Diluted weighted average common shares outstanding...............................     5,020,464       4,875,503
                                                                                 ==============  ==============



See accompanying notes to condensed consolidated financial statements.                                   Page 5
</TABLE>

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                               March 31,
                                                                                     ------------------------------
                                                                                          2000           2001
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net earnings (loss)................................................................$          238 $        (1,288)
                                                                                     -------------- ---------------
  Adjustments to reconcile net earnings to net cash provided by operating
    activities:
    Depreciation and amortization....................................................         4,549           4,532
    Deferred income taxes............................................................           264            (659)
    Stock bonuses....................................................................            58               9
    Changes in:
      Receivables....................................................................        (4,145)         (2,702)
      Inventories....................................................................           (19)            (11)
      Deposits, primarily with insurers..............................................            38              22
      Prepaid expenses...............................................................        (1,113)           (838)
      Accounts payable and other accrued liabilities.................................         2,536           2,066
                                                                                     -------------- ---------------
       Total adjustments.............................................................         2,168           2,419
                                                                                     -------------- ---------------
       Net cash provided by operating activities.....................................         2,406           1,131
                                                                                     -------------- ---------------

Cash flows from investing activities:
  Payments for acquisitions..........................................................             -          (2,678)
  Purchase of property and equipment.................................................        (1,328)         (1,215)
  Proceeds from the sale of property and equipment...................................           200             431
  Other .............................................................................            (6)            (25)
                                                                                     -------------- ---------------
       Net cash used in investing activities.........................................        (1,134)         (3,487)
                                                                                     -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................         5,700           7,500
  Principal payments on long-term debt...............................................        (7,326)         (4,547)
  Payments for reacquired shares.....................................................          (160)           (151)
                                                                                     -------------- ---------------
       Net cash (used in) provided by financing activities...........................        (1,786)          2,802
                                                                                     -------------- ---------------

       Net (decrease) increase in cash and cash equivalents..........................          (514)            446
Cash and cash equivalents at beginning of period.....................................           685             349
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$          171 $           795
                                                                                     ============== ===============



See accompanying notes to condensed consolidated financial statements.                                     Page 6
</TABLE>

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<S>                                                                                  <C>            <C>
Supplemental disclosure of cash flow information:
  Cash paid (received) during the period for:
       Interest......................................................................$          851 $           899
       Income tax....................................................................          (812)            (18)
                                                                                     ============== ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        1,755 $            94
       Issuance of stock bonuses.....................................................            58              10
                                                                                     ============== ===============

Cash payments for acquisitions:
       Revenue equipment.............................................................             -           2,088
       Intangible assets.............................................................             -             250
       Other assets (net)............................................................             -             340
                                                                                                  -           2,678
                                                                                     ============== ===============




See accompanying notes to condensed consolidated financial statements.                                     Page 7
</TABLE>

<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 accounting  principles  generally accepted in the
     United States of America,  pursuant to the published  rules and regulations
     of the  Securities and Exchange  Commission.  In the opinion of management,
     the accompanying  condensed  consolidated  financial statements include all
     adjustments  which are necessary for a fair presentation of the results for
     the interim periods presented, such adjustments being of a normal recurring
     nature. Certain information and footnote disclosures have been condensed or
     omitted  pursuant  to such rules and  regulations.  The  December  31, 2000
     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, 2000.
     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,"  became effective for the
     Company for the year beginning January 1, 2001.  Management has conducted a
     review of the  Company's  operations  and  believes the options and futures
     contracts  used to hedge  fuel  costs are the only  derivative  instruments
     which require valuation in the financial statements under the provisions of
     SFAS 133.  The  Company did not have any  options or futures  contracts  in
     place at January 1, 2001, or any transactions during the quarter,  and thus
     there is no effect on the  financial  statements  from the  adoption of the
     pronouncement.

                                                                          Page 8

<PAGE>

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

Introduction

     Except for the historical  information  contained herein, the discussion in
this  quarterly  report on Form 10-Q contains  forward-looking  statements  that
involve  risk,  assumptions,  and  uncertainties  that are difficult to predict.
Words such as "believe,"  "may,"  "could,"  "expects,"  "likely,"  variations of
these  words,   and  similar   expressions,   are  intended  to  identify   such
forward-looking statements. The Company claims the protection of the safe harbor
for forward-looking  statements  contained in the Private Securities  Litigation
Reform Act of 1995 for all  forward-looking  statements.  The  Company's  actual
results could differ materially from those discussed herein. Without limitation,
factors that could cause or  contribute  to such  differences  include  economic
recessions or downturns in customers'  business cycles,  excessive  increases in
capacity within truckload markets,  decreased demand for transportation services
offered by the Company, rapid inflation, fuel prices and fuel hedging, increases
in interest rates, the  availability  and compensation of qualified  drivers and
owner-operators,  the  resale  value  of  used  equipment,  and the  ability  to
negotiate, consummate, and integrate acquisitions.

     The  Company's  fiscal year ends on December  31 of each year.  Thus,  this
report discusses the first quarter of the Company's 2000 and 2001 fiscal years.

     For the three months ended March 31, 2001, operating revenue decreased 6.6%
to $47.4  million from $50.7 million  during the same quarter in 2000.  Net loss
was $1.3 million,  or ($0.26) per diluted  share,  compared with net earnings of
$238,000 or $0.05 per diluted share, during the 2000 quarter.

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



                                                                          Page 9

<PAGE>


Results of Operations

     The following table sets forth the percentage relationship of certain items
to operating revenue for the three months ended March 31, 2000 and 2001:


                                                           Three Months Ended
                                                                March 31,
                                                           2000           2001
                                                      -----------    -----------
Operating revenue.....................................    100.0%         100.0%
Operating expenses
  Purchased transportation.........................        39.4           37.1
  Compensation and employee benefits...............        26.2           28.2
  Fuel, supplies, and maintenance..................        14.3           18.2
  Insurance and claims.............................         1.6            2.1
  Taxes and licenses...............................         1.8            1.9
  General and administrative.......................         3.7            4.2
  Communications and utilities.....................         1.0            1.2
  Depreciation and amortization....................         9.0            9.6
                                                     -----------    -----------
    Total operating expenses.......................        97.0          102.4
                                                     -----------    -----------
Earnings (loss) from operations....................         3.0           (2.4)
Interest expense (net).............................        (2.0)          (1.8)
                                                     -----------    -----------
Earnings (loss) before income taxes................         1.0           (4.2)
Income taxes (benefit).............................         0.6           (1.5)
                                                     -----------    -----------
Net earnings (loss)...............................          0.5%          (2.7)%
                                                      ===========    ===========

Comparison of three months ended March 31, 2001 with three months ended March
31, 2000

     Operating  revenue  decreased $3.4 million (6.6%),  to $47.4 million during
the 2001  quarter  from $50.7  million  during the 2000  quarter.  Decreases  in
average  revenue  per  tractor  per week and in the number of  weighted  average
tractors  contributed to the decrease in operating revenue.  Average revenue per
tractor  per  week  (excluding  revenue  from  brokerage   operations  and  fuel
surcharges)  decreased to $2,193  during the 2001 quarter from $2,323 during the
2000  quarter,  caused by soft  freight  demand and harsh winter  weather.  Soft
freight demand caused a combination of fewer loads,  higher  non-revenue  miles,
more layovers,  and rate  pressure,  which led to a $.02 decrease in revenue per
loaded mile, net of  surcharges,  to $1.31 in the 2001 quarter from $1.33 in the
2000 quarter.  The harsh winter weather contributed to the production problem by
increasing in-transit time and slowing the business activity of customers in our
core building  materials group.  Weighted average tractors decreased slightly to
1,501 during the 2001 quarter  from 1,538 during the 2000  quarter,  caused by a
reduction in tractors provided by independent  contractors.  A $586,000 increase
in fuel surcharge  revenue to $1.9 million in the 2001 quarter from $1.3 million
in the 2000 quarter partially offset the other reductions in revenue. During the
2001 and 2000 quarter, approximately $1.0 million and $650,000, respectively, of
the fuel surcharge  revenue  collected  helped to offset Company fuel costs. The
remaining fuel surcharge revenue was passed through to independent contractors.

     Purchased  transportation  consists  primarily  of payments to  independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment.  Purchased
transportation  decreased  $2.4 million  (12.0%),  to $17.6  million in the 2001
quarter from $20.0  million in the 2000 quarter and decreased as a percentage of
revenue to 37.1% of revenue in the 2001 quarter from 39.4% in the 2000  quarter.
This reflects a decrease in the  percentage of the Company's  fleet  supplied by
independent  contractors,  which  was  partially  offset by an  increase  in the
percentage of revenue paid to the independent  contractors for fuel  surcharges.
Management  believes the decline in independent  contractors is  attributable to
high fuel costs,  rising interest rates,  and high insurance  costs,  which have
diminished the pool of drivers  interested in becoming or remaining  independent
contractors.

     Compensation  and employee  benefits  increased  $51,000  (0.4%),  to $13.4
million  in the 2001  quarter  from  $13.3  million  in the 2000  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 28.2% of
revenue in the 2001  quarter  from 26.2% in the 2000  quarter.  The increase was
primarily  attributable to the increase in the percentage of the Company's fleet
supplied by the  Company-owned  equipment and an increase in driver pay for non-
revenue miles and layovers.

                                                                         Page 10

<PAGE>


     Fuel,  supplies,  and maintenance  increased $1.4 million (18.6%),  to $8.6
million  in the  2001  quarter  from  $7.3  million  in the 2000  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 18.2% of
revenue for the 2001 quarter compared with 14.3% for the 2000 quarter.  This was
the result of an increase in the  percentage of the Company's  fleet supplied by
Company-owned  equipment, an increase in maintenance and repairs costs resulting
from the harsh winter, and a 3% increase in average fuel prices, which increased
to $1.42  per  gallon in the 2001  quarter  from  $1.38  per  gallon in the 2000
quarter. Additionally, in the 2001 quarter there were no gains from fuel hedging
transactions  compared to  $346,000  in the 2000  quarter.  The  Company's  fuel
hedging  positions  expired in June 2000.  The increase in fuel,  supplies,  and
maintenance  expense was partially  offset by fuel  surcharges  attributable  to
loads  hauled by Company  trucks,  which  increased  $388,000  (59.7%),  to $1.0
million in the 2001 quarter from  $650,000 in the 2000  quarter.  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.

     Insurance and claims increased  $186,000  (23.3%),  to $984,000 in the 2001
quarter from $798,000 in the 2000 quarter. As a percentage of revenue, insurance
and claims  increased to 2.1% of revenue in the 2001 quarter  compared with 1.6%
in the 2000  quarter.  The  increase  was  attributable  to an  increase  in the
percentage of the Company's fleet supplied by  Company-owned  equipment,  and an
increase in liability and physical  damage claims paid and reserved.  Certain of
the  Company's  insurance  policies are due for renewal in the third  quarter of
2001.  Management  expects that the industry-wide  increase  in insurance  costs
will  result in an  increase  in premium,  deductibles,  or both,  causing  this
expense category to be higher in future periods.

     Taxes and  licenses  decreased  $32,000  (3.5%),  to  $886,000  in the 2001
quarter from $918,000 in the 2000 quarter. As a percentage of revenue, taxes and
licenses  remained  essentially  constant at 1.9% of revenue in the 2001 quarter
compared with 1.8% in the 2000 quarter.

     General and  administrative  expenses  increased  $98,000  (5.2%),  to $2.0
million  in the  2001  quarter  from  $1.9  million  in the 2000  quarter.  As a
percentage of revenue,  general and administrative expenses increased to 4.2% of
revenue in the 2001 quarter compared with 3.7% in the 2000 quarter. The increase
was  attributable  to higher  training costs as the number of new drivers in the
Company's training and orientation program reached record levels.

     Communications  and utilities  increased $35,000 (6.7%), to $561,000 in the
2001  quarter  from  $526,000 in the 2000  quarter  primarily  due to  increased
utility costs to heat Company facilities during the quarter.  As a percentage of
revenue,  communications and utilities increased slightly to 1.2% of revenue for
the 2001 quarter compared with 1.0% for the 2000 quarter.

     Depreciation and amortization remained essentially constant at $4.5 million
in both  quarters.  As a percentage of revenue,  depreciation  and  amortization
increased to 9.6% of revenue in the 2001 quarter  compared with 9.0% in the 2000
quarter  reflecting a decrease in revenue and an increase in the  percentage  of
the Company's fleet supplied by Company-owned equipment.

     Interest  expense (net)  decreased  $150,000 (15%), to $848,000 in the 2001
quarter  from  $998,000  in the 2000  quarter  reflecting  a decrease in average
outstanding  debt. As a percentage of revenue,  interest expense (net) decreased
slightly to 1.8% of revenue in the 2001 quarter  compared  with 2.0% in the 2000
quarter.

     As a result of the  foregoing,  the Company's  pretax  margin  decreased to
(4.2%) in the 2001 quarter compared with 1.0% in the 2000 quarter.

     The  Company's  income tax benefit for the 2001  quarter was  $687,000,  or
34.8% of loss before income taxes. The Company's income tax expense for the 2000
quarter was $283,000, or 54.3% of earnings before income taxes. In both quarters
the effective tax rate differs from the expected combined tax rate for a company
headquartered  in Iowa  because  of the cost of  nondeductible  driver  per diem
expense  absorbed by the Company.  The impact of the  Company's  paying per diem
travel  expenses  varies   depending  upon  the  ratio  of  Company  drivers  to
independent contractors and the Company's pretax earnings.

     As a result of the factors  described  above,  net loss was $1.3 million in
the 2001 quarter (2.7% of revenue), compared with net earnings of $238,000 (0.5%
of revenue) in the 2000 quarter.

                                                                         Page 11

<PAGE>


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,  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 2001.

     Net cash  provided by operating  activities  was $1.1 million for the three
months ended March 31, 2001. The primary  sources of cash from  operations  were
net loss of $1.3 million offset by $4.5 million in depreciation and amortization
and a $2.0 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.  Customer accounts receivable increased
$2.7 million for the three  months ended March 31, 2001.  The average age of the
Company's  accounts  receivable was  approximately  35.9 days in the 2001 period
versus 35.6 days in the 2000 period.

     Net cash used in  investing  activities  of $3.5 million in the 2001 period
related  primarily  to the  acquisition  of  Skipper  Transportation,  Inc.  and
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  $5.8 million
during the remaining nine months of 2001.  Such projected  capital  expenditures
are  expected  to be funded  with a  combination  of cash flow from  operations,
borrowings, and operating leases.

     Net cash  provided by  financing  activities  of $2.8 million for the three
months ended March 31, 2001, consisted primarily of borrowings, net of principal
payments,  made  under the  Company's  long-term  debt  obligations  in order to
finance the acquisition of Skipper Transportation, Inc.

     At March 31, 2001, the Company had  outstanding  long-term debt  (including
current maturities) of approximately $55.4 million,  most of which was comprised
of  obligations  for the  purchase  of revenue  equipment.  Approximately  $31.7
million  consisted of  borrowings  from  financial  institutions  and  equipment
manufacturers  and  $23.7  million  was the  amount  owed  under  the  Company's
revolving credit facility.  Interest rates on this debt range from 5.81% to 7.0%
with maturities through 2006.

     At March 31, 2001, the revolving credit facility provided for borrowings of
up to  $32.5  million,  based  upon  certain  accounts  receivable  and  revenue
equipment values. The interest rate under the credit facility is currently 1.25%
plus the LIBOR rate for the corresponding period. The credit facility is secured
and contains  covenants that impose certain minimum  financial  ratios and limit
additional liens, the size of certain mergers and acquisitions,  dividends,  and
other  matters.  The  Company  was in  compliance  with the terms of the  credit
facility at March 31, 2001.

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
1.25%.  This  variable  interest  exposes the Company to the risk that  interest
rates may rise.  Most of the Company's  other debt carries fixed  interest rates
and exposes the Company to the risk that  interest  rates may fall. At March 31,
2001, approximately 62.5% of the Company's debt carries a variable interest rate
and the remainder is fixed.

Commodity Price Risk

     The Company in the past has used derivative instruments,  including heating
oil price swap  agreements,  to reduce a portion of its  exposure  to fuel price
fluctuations. At March 31, 2001, the Company had no such agreements in place.


                                                                         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.

     None.

Item 5.  Other Information.

     None.



                                                                         Page 13

<PAGE>

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

(a) Exhibits

Exhibit
Number                                  Description

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  *      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.

10.11  **     Amendment No. 2 to Smithway Motor Xpress Corp. Incentive Stock
              Plan, adopted May 7, 1999.

10.12  ***    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.

10.13  ****   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.

10.14  *****  1997 Profit Incentive Plan, adopted May 8, 1997.


                                                                         Page 14

<PAGE>


10.15  ^      Form of Outside Director Stock Option Agreement dated July 27,
              2000 between Smithway Motor Xpress Corp. and each of its
              non-employee directors.

10.16  #      Sixth Amendment to Credit Agreement dated July 1, 2000, between
              Smithway Motor Xpress Corp., as Guarantor, Smithway Motor Xpress,
              Inc., as Borrower, and LaSalle National Bank.

10.17  #      Seventh Amendment to Credit Agreement dated August 25, 2000,
              between Smithway Motor Xpress Corp., as Guarantor, Smithway Motor
              Xpress, Inc., as Borrower, and LaSalle National Bank.

10.18  #      Eighth Amendment to Credit Agreement dated March 14, 2001, between
              Smithway Motor Xpress Corp., as Guarantor, Smithway Motor Xpress,
              Inc., as Borrower, and LaSalle National Bank.

21     ****   List of Subsidiaries.


---------------------
+      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 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.

^      Incorporated by reference from the Company's Quarterly Report on Form
       10-Q for the period ended September 30, 2000.  Commission File No.
       000-20793, dated November 3, 2000.

#      Filed herewith.

(b)  Reports on Form 8-K.

     On February  22,  2001,  the Company  filed a Form 8-K,  pursuant to Item 5
     thereof,  to update its security  ownership of principal  stockholders  and
     management  table to  accurately  reflect  stock  ownership in light of 13G
     filings of stockholders for 2000.

                                                                         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: May 14, 2001                     By: /s/ Douglas C. Sandvig
      ------------                         ----------------------
                                       Douglas C. Sandvig
                                       Controller and Chief Accounting Officer



                                                                         Page 16