SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

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


                                    FORM 10-Q

                                   (Mark One)

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

For the quarterly period ended September 30, 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
  incorporation or organization)                           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 (October 5, 2001).

             Class A Common Stock, $.01 par value: 3,843,980 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares


                                                 Exhibit Index is on Page 16-17.


                                                                         Page 1

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        NUMBER
<S>                                                                                                     <C>
Item 1.  Financial Statements.......................................................................      3-8
         Condensed Consolidated Balance Sheets as of December 31, 2000 and
                  September 30, 2001  (unaudited)...................................................      3-4
         Condensed Consolidated Statements of Earnings for the three and nine months
                  ended September 30, 2000 and 2001 (unaudited).....................................       5
         Condensed Consolidated Statements of Cash Flows for the nine months ended
                  September 30, 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........................................................................      9-14
Item 3.  Quantitative and Qualitative Disclosures About Market Risks................................       14

                                     PART II
                                OTHER INFORMATION


 Item 1. Legal Proceedings...........................................................................      15
 Item 2. Changes in Securities and Use of Proceeds...................................................      15
 Item 3. Defaults Upon Senior Securities.............................................................      15
 Item 4. Submission of Matters to a Vote of Security Holders.........................................      15
 Item 5. Other Information...........................................................................      15
 Item 6. Exhibits and Reports on Form 8-K............................................................     16-17




                                                                                                         Page 2
</TABLE>

<PAGE>
                                    PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                 December 31,      September 30,
                                                                                     2000               2001
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
                                    ASSETS
<S>                                                                           <C>                <C>
Current assets:
   Cash and cash equivalents..................................................$              349 $              100
   Receivables:
      Trade...................................................................            17,832             21,375
      Other...................................................................             1,310              1,547
      Recoverable income taxes................................................                17                833
   Inventories................................................................             1,586              1,587
   Deposits, primarily with insurers..........................................               160                364
   Prepaid expenses...........................................................               910              1,139
   Deferred income taxes......................................................             1,384              1,418
                                                                              ------------------ ------------------
         Total current assets.................................................            23,548             28,363
                                                                              ------------------ ------------------
Property and equipment:
   Land.......................................................................             1,412              1,548
   Buildings and improvements.................................................             7,006              7,197
   Tractors...................................................................            77,098             77,989
   Trailers...................................................................            43,167             45,038
   Other equipment............................................................             7,497              8,080
                                                                              ------------------ ------------------
                                                                                         136,180            139,852
   Less accumulated depreciation..............................................            49,432             61,207
                                                                              ------------------ ------------------
         Net property and equipment...........................................            86,748             78,645
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,191              5,201
Other assets..................................................................               341                378
                                                                              ------------------ ------------------
                                                                              $          115,828 $          112,587
                                                                              ================== ==================





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,      September 30,
                                                                                     2000               2001
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                           <C>                <C>
Current liabilities:
   Current maturities of long-term debt.......................................$            8,636 $           10,354
   Accounts payable...........................................................             5,669              6,580
   Checks issued in excess of cash balances...................................                 -                307
   Accrued compensation.......................................................             2,505              2,925
   Accrued loss reserves......................................................             2,344              2,484
   Other accrued expenses.....................................................             1,094                630
                                                                              ------------------ ------------------
         Total current liabilities............................................            20,248             23,280
Long-term debt, less current maturities.......................................            43,698             41,014
Deferred income taxes.........................................................            14,649             14,100
                                                                              ------------------ ------------------
         Total liabilities....................................................            78,595             78,394
                                                                              ------------------ ------------------
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             23,169
   Reacquired shares, at cost.................................................              (266)              (420)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            37,233             34,193
                                                                              ------------------ ------------------
                                                                              $          115,828 $          112,587
                                                                              ================== ==================



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 per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three months ended               Nine months ended
                                                            September 30,                    September 30,
                                                        2000             2001            2000             2001
                                                    -------------    -------------   -------------   --------------
<S>                                                 <C>              <C>             <C>             <C>
Operating revenue:
    Freight.........................................$      50,033    $      48,389   $     151,554   $      147,209
    Other...........................................          173              182             494              495
                                                    -------------    -------------   -------------   --------------
        Operating revenue...........................       50,206           48,571         152,048          147,704
                                                    -------------    -------------   -------------   --------------
Operating expenses:
    Purchased transportation........................       19,712           17,619          59,961           53,963
    Compensation and employee benefits..............       12,693           13,742          39,087           41,441
    Fuel, supplies, and maintenance.................        7,983            8,480          22,592           26,163
    Insurance and claims............................          648            1,922           2,550            3,954
    Taxes and licenses..............................        1,016              956           2,964            2,860
    General and administrative......................        1,830            1,955           5,588            5,996
    Communications and utilities....................          483              496           1,549            1,620
    Depreciation and amortization...................        4,637            4,515          13,828           13,610
                                                    -------------    -------------   -------------   --------------
        Total operating expenses....................       49,002           49,685         148,119          149,607
                                                    -------------    -------------   -------------   --------------
             Earnings (loss) from operations........        1,204           (1,114)          3,929           (1,903)
Financial (expense) income
    Interest expense................................       (1,056)            (741)         (3,133)          (2,422)
    Interest income.................................           26               10              69               36
                                                    -------------    -------------   -------------   --------------
             Earnings (loss) before income taxes....          174           (1,845)            865           (4,289)
Income taxes (benefit)..............................          153             (633)            599           (1,405)
                                                    -------------    -------------   -------------   --------------
             Net earnings (loss)....................$          21    $      (1,212)  $         266   $       (2,884)
                                                    =============    =============   =============   ==============
Basic and diluted earnings (loss) per common share..$        0.00    $      (0.25)   $        0.05   $       (0.59)
                                                    =============    =============   =============   ==============
Basic weighted average common shares
outstanding.........................................    5,034,072        4,843,980       5,024,814        4,854,792
    Common stock options and awards.................       58,190                -          19,396                -
                                                    -------------    -------------   -------------   --------------
Diluted weighted average common shares                  5,092,262        4,843,980       5,044,210        4,854,792
outstanding.........................................
                                                    =============    =============   =============   ==============



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>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                     ------------------------------
                                                                                          2000           2001
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net earnings (loss)................................................................$          266 $        (2,884)
                                                                                     -------------- ---------------
  Adjustments to reconcile net earnings (loss) to net cash provided by operating
    activities:
    Depreciation and amortization....................................................        13,828          13,610
    Deferred income taxes............................................................           548            (583)
    Stock bonuses....................................................................           171               9
    Changes in:
      Receivables....................................................................        (2,032)         (4,483)
      Inventories....................................................................           (37)              3
      Deposits, primarily with insurers..............................................           164            (204)
      Prepaid expenses...............................................................          (325)           (118)
      Accounts payable and other accrued liabilities.................................         1,943           1,000
                                                                                     -------------- ---------------
       Total adjustments.............................................................        14,260           9,234
                                                                                     -------------- ---------------
       Net cash provided by operating activities.....................................        14,526           6,350
                                                                                     -------------- ---------------

Cash flows from investing activities:
  Payments for acquisitions..........................................................             -          (2,954)
  Purchase of property and equipment.................................................        (3,062)         (1,399)
  Proceeds from the sale of property and equipment...................................           999           1,101
  Other .............................................................................           (12)            (37)
                                                                                     -------------- ---------------
       Net cash used in investing activities.........................................        (2,075)         (3,289)
                                                                                     -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................         6,700          16,545
  Principal payments on long-term debt...............................................       (19,045)        (19,997)
  Change in net checks issued in excess of cash balances.............................             -             307
  Payments for reacquired shares.....................................................          (196)           (165)
                                                                                     -------------- ---------------
       Net cash used in financing activities.........................................       (12,541)         (3,310)
                                                                                     -------------- ---------------

       Net decrease in cash and cash equivalents.....................................           (90)           (249)
Cash and cash equivalents at beginning of period.....................................           685             349
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$          595 $           100
                                                                                     ============== ===============



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>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                     ------------------------------
                                                                                          2000           2001
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Supplemental disclosure of cash flow information: Cash paid (received) during
   the period for:
       Interest......................................................................$        3,176 $         2,427
       Income taxes..................................................................          (787)             (5)
                                                                                     ============== ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        8,267 $         2,486
       Issuance of stock bonuses.....................................................           171               9
                                                                                     ============== ===============

Cash payments for acquisitions:
       Revenue equipment.............................................................             -           2,088
       Intangible assets.............................................................             -             526
       Other assets (net)............................................................             -             340
                                                                                     -------------- ---------------
                                                                                                  -           2,954
                                                                                     ============== ===============




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.  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 nine months ended
     September 30, 2001, and thus there is no effect on the financial statements
     from the adoption of the pronouncement.

     In July 2001, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting Standard (SFAS) No. 141, "Business  Combinations" and
     SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires
     that  the  purchase   method  of   accounting  be  used  for  all  business
     combinations  initiated after June 30, 2001, as well as all purchase method
     business  combinations  completed  after June 30,  2001.  SFAS No. 142 will
     require that goodwill and intangible assets with indefinite useful lives no
     longer  be  amortized,  but  instead  be  tested  for  impairment  at least
     annually. The Company will adopt SFAS No. 142 for its fiscal year beginning
     January 1, 2002.  The impact of adoption  of SFAS No. 142 on the  Company's
     financial statements has not yet been determined.


                                                                         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 "anticipate,"  "believe," "estimate,"  "projects," "may," "could,"
"expects,"  "likely,"  variations of these words, and similar  expressions,  are
intended to identify such forward-looking  statements. Such statements are based
upon the current beliefs and  expectations  of the Company's  management and are
subject  to  significant  risks  and  uncertainties.   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,  surplus
inventories,  decreased  demand  for  transportation  services  offered  by  the
Company,  increases or rapid  fluctuations in inflation,  interest  rates,  fuel
prices and fuel hedging,  the availability and costs of attracting and retaining
qualified  drivers and  owner-operators,  increases  in  insurance  premiums and
deductible amounts relating to accident,  cargo, workers' compensation,  health,
and  other  claims,  seasonal  factors  such as harsh  weather  conditions  that
increase operating costs, 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 third quarter and first nine months of the Company's  2000
and 2001 fiscal years.

     For the three months ended September 30, 2001,  operating revenue decreased
3.3% to $48.6  million from $50.2 million  during the same quarter in 2000.  Net
loss was $1,212,000,  or $0.25 per diluted share,  compared with net earnings of
$21,000,  or $0.00 per  diluted  share,  during the 2000  quarter.  For the nine
months ended  September 30, 2001,  operating  revenue  decreased  2.9% to $147.7
million from $152.0  million  during the same period in 2000.  Net loss was $2.9
million, or $0.59 per diluted share,  compared with net earnings of $266,000, or
$0.05 per diluted share, during the 2000 period.

     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 and nine months ended September 30,
2000 and 2001:

<TABLE>
<CAPTION>
                                                           Three Months Ended         Nine Months Ended
                                                             September 30,              September 30,
                                                          2000           2001       2000          2001
                                                     -------------------------------------------------------
<S>                                                       <C>            <C>       <C>            <C>
Operating revenue....................................     100.0%         100.0%    100.0%         100.0%
Operating expenses
  Purchased transportation...........................      39.3           36.3      39.4           36.5
  Compensation and employee benefits.................      25.3           28.3      25.7           28.1
  Fuel, supplies, and maintenance....................      15.9           17.5      14.9           17.7
  Insurance and claims...............................       1.3            4.0       1.7            2.7
  Taxes and licenses.................................       2.0            2.0       1.9            1.9
  General and administrative.........................       3.6            4.0       3.7            4.1
  Communications and utilities.......................       1.0            1.0       1.0            1.1
  Depreciation and amortization......................       9.2            9.3       9.1            9.2
                                                     -------------------------------------------------------
    Total operating expenses.........................      97.6          102.3      97.4          101.3
                                                     -------------------------------------------------------
Earnings (loss) from operations......................       2.4           (2.3)      2.6           (1.3)
Interest expense (net)...............................      (2.1)          (1.5)     (2.1)          (1.6)
                                                     -------------------------------------------------------
Earnings (loss) before income taxes..................       0.3           (3.8)      0.6           (2.9)
Income taxes (benefit)...............................       0.3           (1.3)      0.4           (0.9)
                                                     -------------------------------------------------------
Net earnings (loss)..................................       0.0%          (2.5)%     0.2%          (2.0)%
                                                     =======================================================
</TABLE>

Comparison of three months ended September 30, 2001 with three months ended
September 30, 2000

     Operating  revenue  decreased $1.6 million (3.3%),  to $48.6 million during
the 2001 quarter from $50.2 million during the 2000 quarter. Decreased brokerage
revenue,  lower  average  revenue  per  tractor  per week,  and  decreased  fuel
surcharge  revenue were partially  offset by slightly  higher  weighted  average
tractors.  Soft  freight  demand  caused a $1.1  million  decrease in  brokerage
revenue,  to $2.4  million  in the 2001  quarter  from $3.5  million in the 2000
quarter.  In addition,  average revenue per tractor per week (excluding  revenue
from brokerage  operations and fuel  surcharges)  decreased to $2,221 during the
2001 quarter from $2,270  during the 2000  quarter,  primarily  due to the lower
weekly  production  of  tractors  acquired  from  Skipper  Transportation,  Inc.
Finally,  fuel surcharge revenue decreased  $282,000 to $1.6 million in the 2001
quarter from $1.9 million in the 2000 quarter. During the 2001 and 2000 quarter,
approximately $923,000 and $990,000, respectively, of the fuel surcharge revenue
collected  helped to offset Company fuel costs. The remainder was passed through
to independent  contractors.  Slightly higher weighted average  tractors,  which
increased  to 1,534  during the 2001  quarter from 1,506 during the 2000 quarter
helped to partially  offset those  revenue  reducing  factors  described  above.
Revenue per loaded mile, net of surcharges,  increased  slightly to $1.35 in the
2001 quarter from $1.33 in the 2000 quarter.

     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  $2.1 million  (10.6%),  to $17.6  million in the 2001
quarter from $19.7  million in the 2000 quarter and decreased as a percentage of
revenue to 36.3% of revenue in the 2001 quarter from 39.3% in the 2000  quarter.
This reflects a decrease in the  percentage of the Company's  fleet  supplied by
independent contractors partially offset by an increase in the percentage of the
revenue paid to the  independent  contractors  for fuel  surcharges.  Management
believes the decline in independent  contractor  percentage is  attributable  to
high fuel costs,  high  insurance  costs,  and slow  freight  demand  which have
diminished the pool of drivers  interested in becoming or remaining  independent
contractors.

     Compensation and employee benefits  increased $1.0 million (8.3%), to $13.7
million in the 2001 quarter from $12.7 million in the 2000 quarter and increased
as a percentage of revenue to 28.3% of revenue in the 2001 quarter from 25.3%

                                                                        Page 10

<PAGE>

in the 2000 quarter. The increases were primarily attributable to the increase
in the percentage of the Company's fleet represented by company owned equipment.

     Fuel, supplies,  and maintenance increased $497,000 (6.2%), to $8.5 million
in the 2001 quarter from $8.0 million in the 2000  quarter.  As a percentage  of
revenue,  fuel, supplies,  and maintenance increased to 17.5% of revenue for the
2001 quarter  compared  with 15.9% for the 2000 quarter.  This was  attributable
primarily to (i) an increase in the  percentage of the Company's  fleet supplied
by  Company-owned  equipment,  (ii) a  slightly  older  fleet  of  Company-owned
equipment as the Company has extended  its trade cycle for  tractors,  and (iii)
higher  non-billable  miles for which the Company incurs fuel expense,  but does
not recoup increased costs through fuel surcharges. These factors were partially
offset by a decrease in fuel prices, which decreased 5.4% to $1.40 per gallon in
the 2001  quarter  from $1.48 per  gallon in the 2000  quarter.  Fuel  surcharge
revenue  attributable  to loads  hauled by Company  trucks  remained  relatively
constant at  $923,000 in the 2001  quarter  compared  with  $990,000 in the 2000
quarter.

     Insurance and claims  increased $1.3 million  (196.6%),  to $1.9 million in
the 2001 quarter from $648,000 in the 2000 quarter.  As a percentage of revenue,
insurance and claims  increased to 4.0% of revenue for the 2001 quarter compared
with 1.3% for the 2000 quarter.  The increase was  attributable to a substantial
increase  in  insurance  premiums on July 1, 2001 when the  Company's  insurance
policies  were  renewed.  Additionally,   liability  claims  paid  and  reserved
increased.

     Taxes and  licenses  decreased  $60,000  (5.9%),  to  $956,000  in the 2001
quarter from $1.0 million in the 2000 quarter. As a percentage of revenue, taxes
and licenses remained constant at 2.0% of revenue in both quarters.

     General and  administrative  expenses  increased  $125,000 (6.8%),  to $2.0
million  in the  2001  quarter  from  $1.8  million  in the 2000  quarter.  As a
percentage of revenue,  general and administrative expenses increased to 4.0% of
revenue  for the 2001  quarter  compared  with  3.6% for the 2000  quarter.  The
increase was  attributable  to higher driver training costs as the number of new
drivers in the Company's  training and  orientation  program  increased over the
previous year.

     Communications  and utilities  increased $13,000 (2.7%), to $496,000 in the
2001  quarter from  $483,000 in the 2000  quarter.  As a percentage  of revenue,
communications  and  utilities  remained  constant  at 1.0% of revenue  for both
quarters.

     Depreciation and amortization decreased $122,000 (2.6%), to $4.5 million in
the 2001  quarter  from $4.6 million in the 2000  quarter.  As a  percentage  of
revenue,  depreciation and amortization increased slightly to 9.3% of revenue in
the  2001  quarter  compared  with  9.2%  in  the  2000  quarter.  Under  normal
circumstances, the increase in the percentage of the Company's fleet supplied by
Company-owned  equipment would cause depreciation,  expressed as a percentage of
revenue, to increase.  However, given the significant decrease in used equipment
values,  the Company has  extended the time period for  replacing  Company-owned
equipment and acquired low mileage,  late-model used equipment when  replacement
of older equipment is necessary.

     Interest expense (net) decreased $299,000 (29.0%),  to $731,000 in the 2001
quarter from $1.0 million in the 2000 quarter,  reflecting a decrease in average
outstanding debt and lower interest rates. As a percentage of revenue,  interest
expense (net)  decreased to 1.5% of revenue in the 2001 quarter from 2.1% in the
2000 quarter.

     As a result of the  foregoing,  the Company's  pretax  margin  decreased to
(3.8%) in the 2001 quarter from 0.3% in the 2000 quarter.

     The  Company's  income tax benefit for the 2001  quarter was  $633,000,  or
34.3% of loss before income taxes. The Company's income tax expense for the 2000
quarter was $153,000, or 87.9% 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 $1,212,000 ((2.5%)
of revenue) in the 2001 quarter  compared  with net earnings of $21,000 (0.0% of
revenue) in the 2000 quarter.


                                                                        Page 11

<PAGE>

Comparison of nine months ended September 30, 2001 with nine months ended
September 30, 2000

     Operating  revenue  decreased $4.3 million (2.9%), to $147.7 million during
the 2001  period from  $152.0  million  during the 2000  period.  Lower  average
revenue per tractor per week and  decreased  brokerage  revenue  were  partially
offset by slightly higher weighted average tractors and increased fuel surcharge
revenue.  Average revenue per tractor per week (excluding revenue from brokerage
operations and fuel surcharges)  decreased to $2,246 during the 2001 period from
$2,314  during the 2000  period  caused by soft  freight  demand,  harsh  winter
weather, and lower production of tractors acquired from Skipper  Transportation,
Inc.  Additionally,  lower  freight  demand  caused a $2.5  million  decrease in
brokerage  revenue,  to $7.1 million in the 2001 period from $9.6 million in the
2000 period.  Slightly higher weighted  average tractors and an increase in fuel
surcharge  revenue to $5.4  million in the 2001 period from $4.8  million in the
2000 period  helped to partially  offset the decrease in weekly  production  and
brokerage revenue.  Weighted average tractors increased to 1,536 during the 2001
period from 1,514 during the 2000 period,  resulting from the acquisition of the
assets of Skipper Transportation,  Inc on March 28, 2001, offset by a continuing
reduction in tractors  provided by independent  contractors.  During the 2001and
2000 period, approximately $3.0 million and $2.5 million,  respectively,  of the
fuel  surcharge  revenue  collected  helped to offset Company fuel costs and the
remainder  was passed  through to  independent  contractors.  Revenue per loaded
mile,  net of  surcharges,  increased  slightly to $1.34 in the 2001 period from
$1.33 in the 2000 period.

     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  $6.0 million  (10.0%),  to $54.0  million in the 2001
period  from $60.0  million in the 2000  period.  As a  percentage  of  revenue,
purchased  transportation  decreased to 36.5% of revenue in the 2001 period from
39.4% in the 2000  period.  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  contractor
percentage is attributable to high fuel costs,  high insurance  costs,  and slow
freight demand which have diminished the pool of drivers  interested in becoming
or remaining independent contractors.

     Compensation and employee benefits  increased $2.4 million (6.0%), to $41.4
million  in the  2001  period  from  $39.1  million  in the  2000  period.  As a
percentage of revenue,  compensation and employee benefits increased to 28.1% of
revenue in the 2001  period  from 25.7% in the 2000  period.  The  increase  was
primarily  attributable to the increase in the percentage of the Company's fleet
represented by company owned equipment.

     Fuel,  supplies,  and maintenance  increased $3.6 million (15.8%), to $26.2
million  in the  2001  period  from  $22.6  million  in the  2000  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 17.7% of
revenue for the 2001 period  compared  with 14.9% for the 2000 period.  This was
attributable  primarily to (i) an increase in the  percentage  of the  Company's
fleet  supplied  by  Company-owned  equipment,  (ii) a slightly  older  fleet of
Company-owned  equipment  as the  Company  has  extended  its  trade  cycle  for
tractors,  (iii)  higher  non-billable  miles for which the Company  incurs fuel
expense,  but does not recoup increased costs through fuel surcharges,  and (iv)
no gain from fuel hedging transactions in the 2001 period, compared to a gain of
$667,000 in the 2000 period.  The Company's  fuel hedging  positions  expired in
June 2000. While the average price per gallon of fuel was $1.42 in both periods,
we were aided by higher fuel surcharge  revenue  attributable to loads hauled by
Company  trucks,  which  increased  to $3.0 million in the 2001 period from $2.5
million in the 2000 period.  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 $1.4 million (55.1%), to $4.0 million in the
2001 period from $2.6  million in the 2000 period.  As a percentage  of revenue,
insurance and claims  increased to 2.7% of revenue for the 2001 period  compared
with 1.7% for the 2000 period.  The increase was  attributable  to a substantial
increase  in  insurance  premiums on July 1, 2001 when the  Company's  insurance
policies  were  renewed.  Additionally,   liability  claims  paid  and  reserved
increased.

     Taxes and licenses  decreased  $104,000 (3.5%), to $2.9 million in the 2001
period from $3.0 million in the 2000 period.  As a percentage of revenue,  taxes
and licenses remained constant at 1.9% of revenue

     General and  administrative  expenses  increased  $408,000 (7.3%),  to $6.0
million in the 2001 period from $5.6 million in the 2000 period. As a percentage
of revenue, general and administrative expenses increased to 4.1% of revenue for

                                                                        Page 12

<PAGE>

the 2001  period  compared  with  3.7% for the 2000  period.  The  increase  was
attributable to higher driver training costs as the number of new drivers in the
Company's  training  and  orientation  program  continued  at higher than normal
levels.

     Communications  and utilities  increased $71,000 (4.6%), to $1.6 million in
the 2001 period from $1.5  million in the 2000 period,  primarily  due to higher
utility costs. As a percentage of revenue, communications and utilities remained
essentially  constant at 1.1% of revenue for the 2001 period  compared with 1.0%
for the 2000 period.

     Depreciation and amortization  decreased  $218,000 (1.6%), to $13.6 million
in the 2001 period from $13.8  million in the 2000 period.  As a  percentage  of
revenue,  depreciation and amortization remained essentially constant at 9.2% of
revenue in the 2001 period  compared with 9.1% in the 2000 period.  Under normal
circumstances, the increase in the percentage of the Company's fleet supplied by
Company-owned  equipment would cause depreciation,  expressed as a percentage of
revenue, to increase.  However, given the significant decrease in used equipment
values,  the Company has  extended the time period for  replacing  Company-owned
equipment and acquired low mileage,  late-model used equipment when  replacement
of older equipment is necessary.

     Interest expense (net) decreased  $678,000 (22.1%),  to $2.4 million in the
2001  period  from $3.1  million in the 2000  period  reflecting  a decrease  in
average  outstanding  debt and lower interest rates. As a percentage of revenue,
interest expense (net) decreased to 1.6% of revenue in the 2001 period from 2.1%
in the 2000 period.

     As a result of the  foregoing,  the Company's  pretax  margin  decreased to
(2.9%) in the 2001 period from 0.6% in the 2000 period.

     The Company's  income tax benefit for the 2001 period was $1.4 million,  or
32.8% of loss before income taxes. The Company's income tax expense for the 2000
period was $599,000,  or 69.2% of earnings  before income taxes. In both periods
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 $2.9  million
((2.0%) of revenue) in the 2001 period  compared  with net  earnings of $266,000
(0.2% of revenue) in the 2000 period.

Liquidity and Capital Resources

     The growth of the Company's business has required  significant  investments
in new revenue  equipment  that the Company  has  financed in recent  years with
borrowings under  installment notes payable to commercial  lending  institutions
and equipment  manufacturers,  borrowings under lines of credit,  cash flow from
operations,  and equipment leases from third-party lessors. The Company also has
obtained a portion of its revenue  equipment fleet from independent  contractors
who own and operate the equipment,  which reduces  overall  capital  expenditure
requirements   compared  with  providing  a  fleet  of  entirely   Company-owned
equipment.  The  Company's  primary  sources of  liquidity  currently  are funds
provided by operations and  borrowings  under credit  agreements  with financial
institutions and equipment manufacturers.  At September 30, 2001 the Company was
not in compliance with various loan covenants  under its credit  agreements with
financial  institutions  and management does not expect to be in compliance with
these  covenants  at December  31, 2001.  The Company  received  waivers for all
violations  at September  30 and expects to receive  waivers at December 31. The
Company's  credit  agreement  with LaSalle Bank was amended on October 12, 2001.
This  amendment  granted  waivers for the period  ended  September  30,  2001and
extended  the  expiration  of the  credit  agreement  until  November  3,  2002.
Management is in the process of renewing and revising the credit  agreement with
LaSalle and  anticipates  this to be in place prior to December  31,  2001.  For
these reasons, management believes that its sources of liquidity are adequate to
meet  its  currently   anticipated   working   capital   requirements,   capital
expenditures, and other needs.

     Net cash  provided by  operating  activities  was $6.4 million for the nine
months ended  September 30, 2001,  consisting of net loss of $2.8 million offset
by $13.6 million in depreciation and  amortization,  and a $1.0 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 growth.  Customer accounts receivable  increased $4.5 million for the
nine

                                                                        Page 13

<PAGE>

months ended  September  30,  2001.  The average age of the  Company's  accounts
receivable was approximately  37.0 days for the 2001 period versus 36.6 days for
the 2000 period.

     Net cash used in investing  activities  of $3.3 million for the nine months
ended  September  30,  2001  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  $3.2 million  during the  remaining  three  months of 2001.  Such
projected  capital  expenditures  will be funded with a combination of cash flow
from operations, borrowings, and operating leases.

     Net cash used in financing  activities  of $3.3 million for the nine months
ended  September 30, 2001,  consisted  primarily of principal  payments,  net of
borrowings, made under the Company's long-term debt obligations.

     At  September  30,  2001,  the  Company  had  outstanding   long-term  debt
(including current maturities) of approximately $51.4 million, most of which was
comprised of obligations  for the purchase of revenue  equipment.  Approximately
$28.4 million consisted of borrowings from financial  institutions and equipment
manufacturers and $23.0 million represented the amount drawn under the Company's
revolving credit facility. Interest rates on this debt range from 4.09% to 6.14%
with maturities through 2006.

     At  September  30,  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  1.5% plus the LIBOR  rate for the  corresponding  period.  The credit
facility is secured and contains covenants that impose certain minimum financial
ratios and limit additional liens, the size of certain mergers and acquisitions,
dividends, and other matters.

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

Interest Rate Risk
       The revolving credit facility, provided there has been no default,
carries a maximum variable interest rate of LIBOR for the corresponding period
plus 1.5%. This variable interest exposes the Company to the risk that interest
rates may rise. At September 30, 2001, approximately 70.1% of the Company's
total debt carries a variable interest rate and the remainder carries fixed
interest rates which exposes the Company to the risk that interest rates may
fall. Assuming the September 30, 2001 variable rate borrowings, each one percent
increase or decrease in LIBOR would affect the Company's pretax interest expense
by approximately $360,000 on an annualized basis.

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 September 30, 2001, the Company had no such agreements in
place.

                                                                        Page 14

<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 15

<PAGE>

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

       (a)  Exhibits.

Exhibit                                Description
Number

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 16

<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.

^^       Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended March 31, 2001.  Commission File No.
         000-20793, dated May 14, 2001.

       (b)  Reports on Form 8-K.

              None.

                                                                        Page 17

<PAGE>
                                    SIGNATURE

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

                                        SMITHWAY MOTOR XPRESS CORP.,
                                        a Nevada corporation


Date: November 13, 2001                 By: /s/ Douglas C. Sandvig
      -----------------                    -------------------------------
                                        Douglas C. Sandvig
                                        Controller and Chief Accounting Officer