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, 1997.

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

                         Commission File Number 0-20793

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


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

                                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 (May 8, 1997).

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


                                                    Exhibit Index is on Page 13.



                                                                    Page 1 of 16

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


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

                                     PART II
                                OTHER INFORMATION


 Item 1.   Legal Proceedings............................................    13
 Item 2.   Changes in Securities........................................    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.............................    13

                           FORWARD LOOKING STATEMENTS

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


                                                                    Page 2 of 16

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<CAPTION>

                                                        December 31,   March 31,
                                                          1996            1997
                                                        ------------------------
                                                                     (unaudited)
<S>                                                     <C>            <C>
         ASSETS
Current assets:
  Cash and cash equivalents                             $   940        $   607
  Receivables:
    Trade                                                 9,676         11,940
    Other                                                   985          1,556
    Recoverable income taxes                                211             --
Inventories                                                 713            745
Deposits, primarily with insurers                           921            750
Prepaid expenses                                            846          3,521
Deferred income taxes                                       282            176
                                                         ------         ------
         Total current assets                            14,574         19,295
                                                         ------         ------
Property and equipment:
  Land                                                      531            531
  Buildings and improvements                              4,375          4,486
  Tractors                                               28,245         29,664
  Trailers                                               19,514         21,593
  Other equipment                                         3,543          3,683
                                                         ------         ------
                                                         56,208         59,957
  Less accumulated depreciation and amortization         17,038         18,905
                                                         ------         ------
         Net property and equipment                      39,170         41,052
                                                         ------         ------
Other assets                                              1,586          1,764
                                                         ------         ------
                                                        $55,330        $62,111
                                                         ======         ======
</TABLE>



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

<PAGE>


<TABLE>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<CAPTION>
                                                   December 31,        March 31,
                                                      1996               1997
                                                   -----------------------------
                                                                     (unaudited)
<S>                                                <C>                 <C>
         LIABILITIES AND STOCKHOLDERS' EQUITY
                                   
Current liabilities:
  Line of credit                                   $ 4,490             $ 6,514
  Current maturities of long-term debt               3,260               4,230
  Accounts payable                                   2,211               2,224
  Accrued loss reserves                              1,267               1,177
  Other accrued expenses                             1,453               1,812
  Income taxes payable                                  --               3,102
                                                   -------             -------
         Total current liabilities                  12,681              19,059
Long-term debt, less current maturities             12,644              12,815
Deferred income taxes                                5,812               5,093
                                                   -------             -------
         Total liabilities                          31,137              36,967
                                                   -------             -------
Stockholders' equity:
  Preferred stock                                      --                  --
  Common stock:
    Class A                                            40                  40
    Class B                                            10                  10
  Additional paid-in capital                       11,104              11,104
  Retained earnings                                13,116              14,067
  Reacquired shares, at cost                          (77)                (77)
                                                  -------             -------
         Total stockholders' equity                24,193              25,144
Commitments
                                                  -------             -------
                                                  $55,330             $62,111
                                                  =======             =======
</TABLE>



                                                                    Page 4 of 16
     See accompanying notes to condensed consolidated financial statements.

<PAGE>


<TABLE>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

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

                                                            Three Months Ended
                                                               March 31,
                                                      --------------------------
                                                         1996           1997
                                                      ----------   -------------
<S>                                                   <C>          <C>
Operating revenue:
  Freight                                             $   19,834   $     26,599
  Other                                                       26            309
                                                      ----------    -----------
      Operating revenue                                   19,860         26,908
                                                      ----------    -----------
Operating expenses:
  Purchased transportation                                 7,792         10,537
  Compensation and employee benefits                       4,539          6,054
  Fuel, supplies, and maintenance                          2,799          3,833
  Insurance and claims                                       374            465
  Taxes and licenses                                         393            528
  General and administrative                                 942          1,270
  Communication and utilities                                219            363
  Depreciation and amortization                            1,506          1,903
                                                      ----------    -----------
      Total operating expenses                            18,564         24,953
                                                      ----------    -----------
      Earnings from operations                             1,296          1,955
  Interest expense (net)                                    (414)          (316)
                                                      ----------    -----------
      Earnings before income taxes                           882          1,639
  Income taxes                                              (369)          (688)
                                                      ----------    -----------
      Net earnings                                    $      513    $       951
                                                      ==========    ===========
Net earnings per common share                         $     0.15    $      0.19
                                                      ==========    ===========
Weighted average common shares outstanding             3,501,681      4,999,293
                                                      ==========    ===========
</TABLE>



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

<PAGE>


<TABLE>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

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

                                                              Equity
                                                             reduction
                               Additional                      for    Total
                       Common   paid-in   Retained Reacquired ESOP stockholders'
                        stock   capital   earnings   shares   debt     equity
                       ---------------------------------------------------------
<S>                     <C>       <C>       <C>       <C>       <C>     <C>
Balance at December
  31, 1995              $   28         --     8,138     (52)     (243)    7,871
Net earnings                --         --     3,950      --        --     3,950
Reduction of ESOP debt      --         --        --      --       243       243
Acquisition of common
 shares                     --         --        --     (25)       --       (25)
Shares sold for cash,
  net of cost of
  issuance                  15     10,727        --      --        --    10,742
Change in value and
  number of redeemable
  common shares              7        377     1,028      --        --     1,412
                        --------------------------------------------------------
Balance at December
  31, 1996                  50     11,104    13,116     (77)       --    24,193
Net earnings                --         --       951      --        --       951
                        --------------------------------------------------------
Balance at March
  31, 1997              $   50    $11,104   $14,067   $ (77)    $  --   $25,144
                        ========================================================
</TABLE>



                                                                    Page 6 of 16
     See accompanying notes to condensed consolidated financial statements.

<PAGE>


<TABLE>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

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

                                                             Three Months Ended
                                                                  March 31,
                                                             -------------------
                                                                1996     1997
                                                             -------------------
<S>                                                          <C>        <C>
Cash flows from operating activities:
  Net earnings                                               $    513   $   951
                                                             -------------------
  Adjustments to reconcile net earnings to net cash
    (used in) provided by operating activities:
    Depreciation and amortization                               1,506     1,903
    Deferred income taxes                                         134      (613)
    Changes in:
      Trade receivables                                        (1,705)   (2,264)
      Other receivables                                          (112)     (571)
      Inventories                                                  --       (32)
      Deposits, primarily with insurers                            57       171
      Prepaid expenses                                           (387)   (2,675)
      Accounts payable                                            135        13
      Accrued loss reserves                                      (211)      (90)
      Other accrued expenses                                     (141)      359
      Income taxes                                                111     3,313
                                                             -------------------
         Total adjustments                                       (613)     (486)
                                                             -------------------
         Net cash (used in) provided by operating activities     (100)      465
Cash flows from investing activities:
  Purchase of property and equipment                           (2,822)   (3,862)
  Proceeds from the sale of property and equipment                 --       113
  Other assets                                                     --      (214)
  Purchase of short-term investments                             (300)       --
  Proceeds from short-term investments                            500        --
                                                             -------------------
         Net cash used in investing activities                 (2,622)   (3,963)
Cash flows from financing activities:
  Proceeds from long-term debt                                     --     3,000
  Principal payments on long-term debt                         (1,333)   (1,859)
  Borrowings on line of credit agreement                       19,469    37,887
  Payments on line of credit agreement                        (18,067)  (35,863)
  Payments for reacquired shares                                  (26)       --
  Other assets                                                   (248)       --
                                                             -------------------
         Net cash (used in) provided by financing activities     (205)    3,165
                                                             ===================
         Net decrease in cash and cash equivalents             (2,927)     (333)
Cash and cash equivalents at beginning of period                2,976       940
                                                             -------------------
Cash and cash equivalents at end of period                   $     49       607
                                                             ===================
</TABLE>



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

<PAGE>


<TABLE>

                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                   (Unaudited)
                             (Dollars in thousands)
<CAPTION>


                                                             Three months ended
                                                                  March 31,
                                                             -------------------
                                                               1996       1997
                                                             -------------------
<S>                                                          <C>        <C>
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
      Interest                                               $  473     $   301
      Income taxes                                              121           2
                                                             ===================
Supplemental schedules of noncash investing and
  financing activities:
  Notes payable:
    Tractors and trailers                                     4,697          --
    Tires on above:
      Prepaid at end of period                                  129          --
      Expensed                                                  102          --
Principal payments made by ESOP                                  28          --
                                                             ===================
</TABLE>



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

<PAGE>



                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.           Basis of Presentation

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

                  The  condensed  consolidated  financial  statements  have been
                  prepared, without audit, in accordance with generally accepted
                  accounting  principles,  pursuant to the rules and regulations
                  of the Securities and Exchange  Commission.  In the opinion of
                  management,  the accompanying condensed consolidated financial
                  statements  include all adjustments  which are necessary for a
                  fair  presentation  of the  results  for the  interim  periods
                  presented,  such  adjustments  being  of  a  normal  recurring
                  nature. Certain information and footnote disclosures have been
                  condensed or omitted  pursuant to such rules and  regulations.
                  Results of operations in interim  periods are not  necessarily
                  indicative of results to be expected for a full year.

Note 2.           Initial Public Offering

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

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

Note 3.           Acquisition

                  In February  1997,  the Company  purchased  certain assets and
                  assumed the freight operations of Pirie Motor Freight, Inc. of
                  Fort  Dodge,   Iowa.  The  purchase   price,   which  included
                  assumption and repayment of certain  liabilities,  amounted to
                  approximately  $1.25 million.  Pirie Motor  Freight,  Inc. had
                  1996 revenues of approximately  $2.8 million.  The acquisition
                  was accounted for by the purchase  method of  accounting.  The
                  condensed  consolidated  statement of earnings  reflects these
                  operations from the date of acquisition.



                                                                    Page 9 of 16

<PAGE>



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

Overview

         The Company's  fiscal year ends on December 31 of each year. Thus, this
report  discusses the first three months of the  Company's  1996 and 1997 fiscal
years, respectively. The Company closed its initial public offering of 2,150,000
shares  of  Class  A  Common  Stock on July 2, 1996, 1,500,000 shares of Class A
Common  Stock being sold by the Company and 650,000 being sold by certain stock-
holders.

Results of Operations
<TABLE>
         The following  table sets forth the percentage  relationship of certain
items to operating revenue for the three months ended March 31, 1996 and 1997:
<CAPTION>

                                                             1996       1997
                                                            -----------------
<S>                                                         <C>        <C>
Operating revenue                                            100.0%    100.0%
  Purchased transportation                                    39.2      39.2
  Compensation and employee benefits                          22.9      22.5
  Fuel, supplies, and maintenance                             14.1      14.2
  Insurance and claims                                         1.9       1.7
  Taxes and licenses                                           2.0       2.0
  General and administrative                                   4.7       4.7
  Communications and utilities                                 1.1       1.3
  Depreciation and amortization                                7.6       7.1
                                                            -----------------
    Total operating expenses                     .            93.5      92.7
                                                            -----------------
Earnings from operations                                       6.5       7.3
Interest expense (net)                                        (2.1)     (1.2)
                                                            -----------------
Earnings before income taxes                                   4.4       6.1
Income taxes                                                  (1.9)     (2.6)
                                                            -----------------
Net earnings                                                   2.6%      3.5%
                                                            =================
</TABLE>

Comparison of three months ended March 31, 1997, with three months ended March
31, 1996

         Operating  revenue  increased  $7.0  million  (35.5%) to $26.9  million
during the 1997 quarter from $19.9 million during the 1996 quarter. The increase
was  attributable to (i) an 11.9% increase in revenue  equipment  utilization as
the average  billed  miles per tractor per week  increased  to 1,621 in the 1997
quarter  from  1,449 in the 1996  quarter;  (ii) a 21.1%  increase  in  weighted
average  tractors,  to 874  during  the 1997  quarter  from 722  during the 1996
quarter; (iii) a decrease in empty miles to 15.2% in the 1997 quarter from 16.6%
during the 1996 quarter; and (iv) a 10.6% increase in the average length of haul
to 616  miles in the 1997  quarter  from 557  miles in the 1996  quarter.  These
factors  were  offset by a decrease  in revenue  per loaded mile to $1.35 in the
1997 quarter  (excluding a fuel surcharge of  approximately  $.01 per mile) from
$1.37 in the 1996 quarter.

         Purchased  transportation  increased  $2.7  million  (35.2%)  to  $10.5
million  in the 1997  quarter  from  $7.8  million  in the 1996  quarter  as the
Company's  business  expanded and the Company  contracted with more  independent
contractor providers of revenue equipment. As a percentage of revenue, purchased
transportation  remained constant at 39.2% of revenue for both quarters,  as the
percentage of the Company's fleet supplied by independent  contractors  remained
essentially constant.


                                                                   Page 10 of 16

<PAGE>



         Compensation  and employee  benefits  increased $1.5 million (33.4%) to
$6.1 million in the 1997 quarter  from $4.5  million in the 1996  quarter.  As a
percentage of revenue,  compensation and employee benefits decreased slightly to
22.5% of revenue in the 1997  quarter from 22.9% in the 1996 quarter as a result
of lower claims submissions under the Company's health insurance policy.

         Fuel, supplies,  and maintenance increased $1.0 million (36.9%) to $3.8
million  in the  1997  quarter  from  $2.8  million  in the 1996  quarter.  As a
percentage of revenue,  fuel,  supplies,  and  maintenance  remained  relatively
constant at 14.2% of revenue for the 1997  quarter  compared  with 14.1% for the
1996  quarter  as a slight  increase  in fuel  costs and the  percentage  of the
Company's  fleet being  comprised  of  Company-owned  tractors  and trailers was
offset by a decrease in the cost of parts, tires, tarps,  supplies,  and binders
used in the Company's  tractor fleet, as well as fuel  surcharges  received from
customers.

         Insurance and claims increased  $91,000 (24.3%) to $465,000 in the 1997
quarter from $374,000 in the 1996 quarter. As a percentage of revenue, insurance
and claims  decreased  slightly to 1.7% of revenue in the 1997 quarter from 1.9%
in the 1996 period  primarily as a result of a reduction in liability  insurance
claims.

         Taxes and licenses  increased  $135,000 (34.4%) to $528,000 in the 1997
quarter from $393,000 in the 1996 quarter. As a percentage of revenue, taxes and
licenses  remained  constant at 2.0% of revenue for both  quarters as  increased
highway use tax  associated  with the Pirie Motor Freight,  Inc.  acquisition in
February 1997 was offset by fewer loads requiring over-dimension permits.

         General and administrative  expenses increased $328,000 (34.8%) to $1.3
million in the 1997 quarter from $942,000 in the 1996  quarter.  As a percentage
of revenue,  general and  administrative  expenses  remained constant at 4.7% of
revenue during each quarter.

         Communications and utilities  increased $144,000 (65.8%) to $363,000 in
the 1997 quarter from $219,000 in the 1996 quarter.  As a percentage of revenue,
communications  and utilities  increased slightly to 1.3% of revenue in the 1997
quarter  from 1.1% in the 1996  quarter as  utilization  and fees for use of the
Qualcomm  satellite-based  tracking and communications systems increased and the
Company  incurred  the  costs  of  converting  an  agent-owned   terminal  to  a
Company-owned terminal.

         Depreciation  and  amortization  increased  $397,000  (26.4%)  to  $1.9
million  in the  1997  quarter  from  $1.5  million  in the 1996  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  decreased  to 7.1% of
revenue  in the 1997  quarter  from 7.6% in the 1996  quarter  principally  as a
result of a 10.3%  increase in revenue per tractor per week in the 1997  quarter
compared with the 1996 quarter, which spread the fixed cost of depreciation over
greater revenue.

         As a result of the foregoing,  the Company's  operating ratio decreased
to 92.7% during the 1997 quarter from 93.5% during the 1996 quarter.

         Interest  expense (net)  decreased  $98,000  (23.7%) to $316,000 in the
1997  quarter from  $414,000 in the 1996  quarter.  As a percentage  of revenue,
interest  expense  (net)  decreased  to 1.2% of revenue in the 1997 quarter from
2.1% in the 1996 quarter,  due to lower average debt balances  ($21.9 million in
the 1997 quarter  compared with $22.3 million in the 1996 quarter)  attributable
to  reducing  debt with the  approximately  $10.7  million  net  proceeds of the
Company's initial public offering and lower average interest rates.



                                                                   Page 11 of 16

<PAGE>



         The Company's effective tax rate was 42.0% in the 1997 quarter (2.6% of
revenue)  compared with 41.8% in the 1996 quarter (1.9% of revenue) in each case
including  the cost of  nondeductible  driver per diem  expense  absorbed by the
Company.

         Primarily  as a result of the factors  described  above,  net  earnings
increased  $438,000  (85.4%) to $951,000  (3.5% of revenue) in the 1997  quarter
from $513,000 (2.6% of revenue) in the 1996 quarter.

Liquidity and Capital Resources

         The  growth  of  the  Company's   business  has  required   significant
investment in new revenue  equipment that the Company  historically has financed
with  borrowings  under   installment   notes  payable  to  commercial   lending
institutions and equipment manufacturers, borrowings under a $10 million line of
credit,  cash flow from operations,  equipment leases from third-party  lessors,
proceeds  of the  Company's  initial  public  offering,  and  through the use of
independent  contractors.  The Company's primary sources of liquidity  currently
are funds  provided by operations and borrowings  under credit  agreements  with
financial institutions and equipment manufacturers.(*)

         Net cash  provided by operating  activities  was $465,000 for the three
months ended March 31, 1997. The Company's principal use of cash from operations
is to service debt and internally  finance accounts  receivable  associated with
growth in the business.  Customer accounts receivable increased $2.3 million for
the three months ended March 31, 1997. The average age of the Company's accounts
receivable was approximately 37.4 days for the 1997 quarter.

         Net cash (used in)  investing  activities  of $4.0  million in the 1997
quarter 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  $8.5  million  during the  remaining  nine  months of 1997.  Such
projected  capital  expenditures  will be funded with cash flow from operations,
borrowings,  or operating  leases.  In prior periods,  substantially all revenue
equipment additions were financed through borrowing or leasing  transactions and
proceeds of the Company's initial public offering.(*)

         Net cash provided by financing activities of $3.2 million for the three
months  ended March 31, 1997,  consisted  primarily  of net  borrowings  of $1.1
million of principal  under the  Company's  long-term  debt  agreements  and net
borrowings of $2.0 million under the Company's line of credit.

         The maximum amount available under the Company's primary line of credit
at March 31,  1997,  was $10  million,  on which the Company had an  outstanding
balance of $6.5  million.  The interest  rate on the line of credit is 125 basis
points over the  Federal  Funds Rate.  The line of credit is  collateralized  by
accounts  receivable.  At March 31, 1997, the Company had outstanding  long-term
debt (including current  maturities)  consisting of approximately $17.0 million,
most of  which  was  comprised  of  obligations  for  the  purchase  of  revenue
equipment.  Interest  rates  on this  debt  range  from  5.7% to  7.9%,  and the
principal amounts mature at various dates through March 2002.

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


                                                                   Page 12 of 16

<PAGE>



                                     PART II
                                OTHER INFORMATION


Item 1.           Legal Proceedings.

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

Item 2.           Changes in Securities.

                  None.

Item 3.           Defaults Upon Senior Securities.

                  None.

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

                  None.

Item 5.           Other Information.

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits


Exhibit
Number       Description

1            Form of Underwriting Agreement, filed as Exhibit 1 to the Company's
             Registration  Statement  on Form S-1,  Registration  No.  33-90356,
             effective June 27, 1996, and incorporated herein by reference.

2.1          Exchange  Agreement dated as of March 1, 1995, among William G. and
             Marlys L. Smith,  William G. Smith d/b/a  Smith  Leasing,  G. Larry
             Owens,  Smithway Motor Xpress,  Inc.  Employee Stock Ownership Plan
             and Trust,  and Smithway Motor Xpress Corp., a Nevada  corporation,
             filed as Exhibit 2.1 to the  Company's  Registration  Statement  on
             Form S-1,  Registration No. 33-90356,  effective June 27, 1996, and
             incorporated herein by reference.

2.2          Asset  Purchase  Agreement dated May 31, 1995, among Smithway Motor
             Xpress,  Inc.,  Van Tassel, Inc., Teresa Van Tassel and Douglas Van
             Tassel,  filed  as Exhibit 2.2 to the Company's Registration State-
             ment  on  Form  S-1,  Registration No. 33-90356, effective June 27,
             1996, and incorporated herein by reference.

2.3          Amendment  No. 1 to Exchange  Agreement  dated as of June 29, 1995,
             among William G. and Marlys L. Smith,  William G. Smith d/b/a Smith
             Leasing, G. Larry Owens, Smithway Motor Xpress, Inc. Employee Stock
             Ownership Plan and Trust, and Smithway Motor Xpress Corp., a Nevada
             corporation,  filed as Exhibit  2.3 to the  Company's  Registration
             Statement on Form S-1,  Registration No.  33-90356,  effective June
             27, 1996, and incorporated herein by reference.

2.4          Asset  Purchase  Agreement  dated January 10, 1996,  among Smithway
             Motor Xpress, Inc., an Iowa corporation,  Smith Trucking Company, a
             Kansas  corporation,  and Delmar Smith, filed as Exhibit 2.4 to the
             Company's  Registration  Statement  on Form S-1,  Registration  No.
             33-90356,  effective  June 27,  1996,  and  incorporated  herein by
             reference.



                                                                   Page 13 of 16

<PAGE>



Exhibit
Number       Description

2.5          Asset  Purchase  Agreement  dated  October  4, 1996, among Smithway
             Motor  Xpress,  Inc.,  an  Iowa  corporation, Smithway Motor Xpress
             Corp.,  a  Nevada  corporation,  Marquardt  Transportation, Inc., a
             South Dakota corporation, and Ralph and Lucille Marquardt, filed as
             Exhibit  2.5 to the Company's Form 10-K for the year ended December
             31, 1996, and incorporated herein by reference.

2.6          First Amendment to Asset Purchase Agreement dated as of October 24,
             1996,  among  Smithway  Motor  Xpress,  Inc.,  an Iowa corporation,
             Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,  Marquardt
             Transportation,  Inc.,  a  South  Dakota corporation, and Ralph and
             Lucille  Marquardt, filed as Exhibit 2.6 to the Company's Form 10-K
             for  the  year  ended December 31, 1996, and incorporated herein by
             reference.

2.7          Second  Amendment  to Asset Purchase Agreement dated as of December
             27,  1996,  among Smithway Motor Xpress, Inc., an Iowa corporation,
             Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,  Marquardt
             Transportation,  Inc.,  a  South  Dakota corporation, and Ralph and
             Lucille  Marquardt, filed as Exhibit 2.7 to the Company's Form 10-K
             for  the  year  ended December 31, 1996, and incorporated herein by
             reference.

3.1          Articles  of  Incorporation,  filed as Exhibit 3.1 to the Company's
             Registration  Statement  on  Form S-1,  Registration  No. 33-90356,
             effective  June  27,  1996,  and  incorporated herein by reference.

3.2          Bylaws,  filed  as  Exhibit  3.2  to  the  Company's   Registration
             Statement on Form S-1,  Registration No.  33-90356,  effective June
             27, 1996, and incorporated herein by reference.

4.1          Articles  of  Incorporation,  filed as Exhibit 3.1 to the Company's
             Registration  Statement  on  Form  S-1,  Registration No. 33-90356,
             effective June 27, 1996, and incorporated herein by reference.

4.2          Bylaws,  filed  as  Exhibit  3.2  to  the  Company's   Registration
             Statement on Form S-1,  Registration No.  33-90356,  effective June
             27, 1996, and incorporated herein by reference.

10.1         Outside  Director Stock Plan dated March 1, 1995,  filed as Exhibit
             10.2  to  the  Company's   Registration   Statement  on  Form  S-1,
             Registration   No.   33-90356,   effective   June  27,  1996,   and
             incorporated herein by reference.

10.2         Incentive Stock Plan,  adopted March 1, 1995, filed as Exhibit 10.3
             to the Company's  Registration  Statement on Form S-1, Registration
             No. 33-90356,  effective June 27, 1996, and incorporated  herein by
             reference.

10.3         401(k) Plan, adopted August 14, 1992, as amended,  filed as Exhibit
             10.4  to  the  Company's   Registration   Statement  on  Form  S-1,
             Registration   No.   33-90356,   effective   June  27,  1996,   and
             incorporated herein by reference.

10.4         Form  of  Agency  Agreement between Smithway Motor Xpress, Inc. and
             its  independent  commission  agents, filed as Exhibit 10.10 to the
             Company's  Registration  Statement  on  Form  S-1, Registration No.
             33-90356,  effective  June  27,  1996,  and  incorporated herein by
             reference.

10.5         Memorandum  of  officer  incentive  compensation  policy,  filed as
             Exhibit  10.12 to the Company's Registration Statement on Form S-1,
             Registration   No.   33-90356,   effective   June   27,  1996,  and
             incorporated herein by reference.



                                                                   Page 14 of 16

<PAGE>



Exhibit
Number       Description

10.6         Form  of  Independent  Contractor  Agreement between Smithway Motor
             Xpress,  Inc. and its independent contractor providers of tractors,
             filed  as  Exhibit 10.14 to the Company's Registration Statement on
             Form  S-1,  Registration No. 33-90356, effective June 27, 1996, and
             incorporated herein by reference.

10.7         Amendment  No. 1 to Exchange  Agreement  dated as of June 29, 1995,
             among William G. and Marlys L. Smith,  William G. Smith d/b/a Smith
             Leasing, G. Larry Owens, Smithway Motor Xpress, Inc. Employee Stock
             Ownership Plan and Trust, and Smithway Motor Xpress Corp., a Nevada
             corporation,  filed as Exhibit  2.3 to the  Company's  Registration
             Statement on Form S-1,  Registration No.  33-90356,  effective June
             27, 1996, and incorporated herein by reference.

10.8         Acquisition  Agreement  dated May 31, 1995,  among  Smithway  Motor
             Xpress,  Inc., Van Tassel, Inc., Teresa Van Tassel, and Douglas Van
             Tassel,  filed  as  Exhibit  2.2  to  the  Company's   Registration
             Statement  on  Form  S-1, Registration No. 33-90356, effective June
             27, 1996, and incorporated herein by reference.

10.9         Acquisition  Agreement dated January 10, 1996, among Smithway Motor
             Xpress, Inc., an Iowa corporation, Smith Trucking Company, a Kansas
             corporation,  and  Delmar  Smith,  filed  as  Exhibit  2.4  to  the
             Company's  Registration  Statement  on Form S-1,  Registration  No.
             33-90356,  effective  June 27,  1996,  and  incorporated  herein by
             reference.

10.10        Asset  Purchase  Agreement  dated October 4, 1996,  among  Smithway
             Motor Xpress,  Inc.,  an Iowa  corporation,  Smithway  Motor Xpress
             Corp.,  a Nevada  corporation,  Marquardt  Transportation,  Inc., a
             South Dakota corporation, and Ralph and Lucille Marquardt, filed as
             Exhibit 2.5 to the Company's  Form 10-K for the year ended December
             31, 1996, and incorporated herein by reference.

10.11        First Amendment to Asset Purchase Agreement dated as of October 24,
             1996,  among  Smithway  Motor Xpress,  Inc.,  an Iowa  corporation,
             Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,  Marquardt
             Transportation,  Inc.,  a South Dakota  corporation,  and Ralph and
             Lucille Marquardt,  filed as Exhibit 2.6 to the Company's Form 10-K
             for the year ended  December 31, 1996, and  incorporated  herein by
             reference.

10.12        Second  Amendment to Asset Purchase  Agreement dated as of December
             27, 1996, among Smithway Motor Xpress,  Inc., an Iowa  corporation,
             Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation,  Marquardt
             Transportation,  Inc.,  a South Dakota  corporation,  and Ralph and
             Lucille Marquardt,  filed as Exhibit 2.7 to the Company's Form 10-K
             for the year ended  December 31, 1996, and  incorporated  herein by
             reference.

27         * Financial Data Schedule.

* Filed herewith.

         (b)      Reports on Form 8-K.

                  None.


                                                                   Page 15 of 16

<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                           SMITHWAY MOTOR XPRESS CORP., a Nevada
                                           corporation


Date: May 15, 1997                         By:      /s/ G. Larry Owens
                                                    ------------------
                                                    G. Larry Owens,
                                                    Executive Vice President and
                                                    Chief Financial Officer



                                                                   Page 16 of 16

<PAGE>