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, 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 incorp(I.R.S. employer identification number)
         or organization)

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

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

                                  YES X NO 

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (October 15, 1997).

            Class A Common Stock, $.01 par value: 4,002,753 shares
            Class B Common Stock, $.01 par value: 1,000,000 shares




                                                   Exhibit Index is on Page 16



                                                                   Page 1 of 18
<PAGE>

                                    PART I
                            FINANCIAL INFORMATION


                                                                       PAGE
                                                                      NUMBER

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

                                   PART II
                              OTHER INFORMATION


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



                          FORWARD-LOOKING STATEMENTS

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

                                                                   Page 2 of 18
<PAGE>

                                    PART I
                            FINANCIAL INFORMATION
<TABLE>
<CAPTION>


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                    CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)


                                               December 31,     September 30,
                                                   1996              1997
                                              ---------------   --------------
                                                                 (unaudited)
<S>                                           <C>               <C>    
                    Assets
Current assets:
  Cash and cash equivalents...................$           940   $        1,143
  Receivables:
    Trade.....................................          9,676           13,098
    Other.....................................            985            1,599
    Recoverable income taxes..................            211                -
Inventories...................................            713              803
Deposits, primarily with insurers.............            921              735
Prepaid expenses..............................            846            1,782
Deferred income taxes.........................            282              282
                                              ---------------   --------------
      Total current assets....................         14,574           19,442
                                              ---------------   --------------
Property and equipment:
  Land........................................            531              531
  Buildings and improvements..................          4,375            4,833
  Tractors....................................         28,245           35,537
  Trailers....................................         19,514           24,631
  Other equipment.............................          3,543            4,078
                                              ---------------   --------------
                                                       56,208           69,610
  Less accumulated depreciation...............         17,038           19,891
                                              ---------------   --------------
      Net property and equipment..............         39,170           49,719
                                              ---------------   --------------
Other assets..................................          1,586            2,004
                                              ---------------   --------------
                                              $        55,330   $       71,165
                                              ===============   ==============

</TABLE>







    See accompanying notes to condensed, consolidated financial statements

                                                                   Page 3 of 18
<PAGE>
<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

                    CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)


                                                   December 31,    September 30,
                                                       1996           1997
                                                   -------------   -----------
                                                                   (unaudited)
<S>                                                <C>             <C>   
       Liabilities and Stockholders' Equity
Current liabilities:
  Line of credit...................................$       4,490   $         0
  Current maturities of long-term debt.............        3,260         3,575
  Accounts payable.................................        2,211         3,017
  Accrued loss reserves............................        1,267         1,177
  Other accrued expenses...........................        1,453         1,911
  Income taxes payable.............................            -           763
                                                   -------------   -----------
      Total current liabilities....................       12,681        10,443
Long-term debt, less current maturities............       12,644        24,999
Deferred income taxes..............................        5,812         7,312
                                                   -------------   -----------
      Total liabilities............................       31,137        42,754
                                                   -------------   -----------
Stockholders' equity:
  Preferred stock..................................            -             -
  Common stock:
    Class A........................................           40            40
    Class B........................................           10            10
  Additional paid-in capital.......................       11,104        11,141
  Retained earnings................................       13,116        17,297
  Reacquired shares, at cost.......................         (77)          (77)
                                                   -------------   -----------
      Total stockholders' equity...................       24,193        28,411
                                                   -------------   -----------
                                                   $      55,330   $    71,165
                                                   =============   ===========


</TABLE>











    See accompanying notes to condensed, consolidated financial statements

                                                                  Page 4 of 18
<PAGE>
<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

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



                                       Three Months Ended    Nine months ended
                                         September 30,         September 30,
                                       ------------------   --------------------
                                          1996     1997       1996       1997
<S>                                    <C>         <C>      <C>          <C>  
                                       --------- ---------  ---------  ---------
Operating revenue:
  Freight..............................$  24,845 $  31,739  $  68,048 $  89,106
  Other................................       92        95        161       250
                                       --------- ---------  --------- ---------
      Operating revenue................   24,937    31,834     68,209    89,356
                                       --------- ---------  --------- ---------
Operating expenses:
  Purchased transportation.............   10,066    12,716     27,264    35,022
  Compensation and employee benefits...    5,464     7,082     15,053    19,943
  Fuel, supplies, and maintenance......    3,211     3,951      8,880    11,837
  Insurance and claims.................      483       585      1,279     1,599
  Taxes and licenses...................      415       616      1,210     1,699
  General and administrative...........    1,051     1,351      2,964     4,043
  Communication and utilities..........      207       343        688     1,037
  Depreciation and amortization........    1,506     1,821      4,517     5,746
                                       ---------- --------  --------- ---------
      Total operating expenses.........   22,403    28,465     61,855    80,926
                                       ---------- --------  --------- ---------
      Earnings from operations.........    2,534     3,369      6,354     8,430
  Interest expense, net................    (240)     (470)    (1,206)   (1,243)
                                       ---------- --------  --------- ---------
      Earnings before income taxes.....    2,294     2,899      5,148     7,187
  Income taxes.........................    (964)   (1,204)    (2,150)   (3,006)
                                       --------- ---------  --------- ---------
      Net earnings.....................$   1,330 $   1,695  $   2,998 $   4,181
                                       ========= =========  ========= =========
Net earnings per common share..........$    0.27 $    0.34  $    0.75 $    0.84
                                       ========= =========  ========= =========
Weighted average common shares 
    outstanding........................4,999,293 5,015,810  4,000,090 5,006,141
                                       ========= =========  ========= =========


</TABLE>









    See accompanying notes to condensed, consolidated financial statements

                                                                  Page 5 of 18
<PAGE>
<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

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


                                                                       Equity           
                                                                      reduction
                                       Additional                       for       Total
                              Common    paid-in   Retained Reacquired   ESOP    stockholde
                               stock    capital   earnings   shares     debt      equity
                             --------- ---------- -------- ---------- --------- ----------
<S>                          <C>       <C>        <C>      <C>        <C>       <C>
Balance at December 31, 1995 $      28 $       -  $  8,138 $     (52) $   (24$) $   7,871
Net earnings...............          -         -     3,950         -         -      3,950
Reduction of ESOP debt.....          -         -         -         -       243        243
Acquisition of common shares         -         -         -       (25)        -        (25)
Shares sold for cash, net of 
  cost issuance.............        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
Issuance of 3,460 common           
  shares....................         -        37         -         -         -         37
Net earnings................         -         -     4,181         -         -      4,181
                             --------- ---------  -------- ---------- --------- ----------
Balance at September 30,
   1997..................... $      50 $  11,141  $ 17,297 $     (77) $         $  28,411
                             ========= =========  ======== ========== ========= =========



</TABLE>


















    See accompanying notes to condensed, consolidated financial statements

                                                                  Page 6 of 18
<PAGE>
<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

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


                                                            Nine months ended
                                                              September 30,
                                                           -------------------
                                                             1996       1997
                                                           ---------  ---------
<S>                                                        <C>        <C>  
Cash flows from operating activities:
  Net earnings.............................................$   2,998  $  4,181
                                                           ---------  ---------
  Adjustments to reconcile net earnings to net cash 
  provided by operating activities:
    Depreciation and amortization..........................    4,517     5,746
    Deferred income taxes..................................      846     1,500
    Issuance of common shares under incentive plans........        -        37
    Changes in:
      Trade receivables....................................  (3,125)    (3,422)
      Other receivables....................................    (204)      (614)
      Inventory............................................        -       (65)
      Deposits, primarily with insurers....................    (102)       186
      Prepaid expenses.....................................    (447)      (886)
      Accounts payable.....................................      122       806
      Accrued loss reserves................................      200       (90)
      Other accrued expenses...............................     (18)       458
      Income taxes.........................................    1,180       974
                                                           ---------  ---------
            Total adjustments..............................    2,969     4,630
                                                           ---------  ---------
      Net cash provided by operating activities............    5,967     8,811
                                                           ---------  --------
Cash flows from investing activities:
  Payments for acquisitions................................        -    (2,533)
  Purchase of property and equipment.......................  (2,569)    (4,376)
  Proceeds from sale of property and equipment.............        -     6,080
  Chance in assets.........................................    (150)      (128)
  Purchase of short-term investments.......................    (300)         -
  Proceeds from short-term investments.....................      500         -
                                                           ---------  ---------
      Net cash used in investing activities................  (2,519)      (957)
                                                           ---------  ---------
Cash flows from financing activities:
  Borrowings on long-term debt.............................        -    14,300
  Principal payments on long-term debt..................... (14,914)   (17,461)
  Borrowings on line of credit agreement...................   65,092    95,017
  Payments on line of credit agreement..................... (65,092)   (99,507)
  Payments for reacquired shares...........................     (26)         -
  Other....................................................    (620)         -
                                                           ---------  ---------
             Net cash used in financing activities.........  (3,702)    (7,651)
                                                           =========  =========
      Net (decrease) increase in cash and cash equivalents.    (254)       203
Cash and cash equivalents at beginning of period...........    2,976       940
                                                           ---------  ---------
Cash and cash equivalents at end of period.................$   2,722  $  1,143
                                                           =========  =========
</TABLE>

    See accompanying notes to condensed, consolidated financial statements

                                                                  Page 7 of 18
<PAGE>
<TABLE>
<CAPTION>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                 (Unaudited)
                            (Dollars in thousands)



                                                            Nine months ended
                                                              September 30,
                                                           -------------------
                                                             1996      1997
                                                           --------  ---------
<S>                                                        <C>       <C>   
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
      Interest.............................................$  1,331  $   1,251
      Income taxes.........................................   1,866        543
                                                           ========  =========
Supplemental schedules of noncash investing and financing 
  activities:
  Notes payable:
    Tractors and trailers..................................$  7,196  $  15,831
    Tires on above:
      Prepaid at end of period.............................      24        544
      Expensed.............................................     307        301
Principal payments made by ESOP............................     243          -
Issuance of common shares under incentive plans............       -         37
                                                           ========  =========
Cash payments for acquisitions:                  
    Revenue equipment......................................$      -  $   1,990
    Intangible assets......................................       -        406
    Inventories............................................       -         25
    Prepaid expenses.......................................       -         50
    Other assets...........................................       -         62
                                                           ========  =========


</TABLE>























    See accompanying notes to condensed, consolidated financial statements


                                                                  Page 8 of 18
<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.




                                                                  Page 9 of 18
<PAGE>

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

Overview

     The  Company's  fiscal year ends on December  31 of each year.  Thus,  this
report  discusses the third quarter and first nine months of the Company's  1996
and 1997  fiscal  years,  respectively.  The Company  closed its initial  public
offering of 2,150,000 shares of Class A Common Stock on July 2, 1996,  1,500,000
shares of Class A Common Stock being sold by the Company and 650,0000 being sold
by certain stockholders.
<TABLE>

Results of Operations
<CAPTION>

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

                                        Three Months Ended  Nine months ended
                                           September 30,      September 30,
                                          1996      1997      1996     1997
                                        --------- --------- --------- --------
<S>                                     <C>       <C>       <C>       <C>  
Operating revenue.......................   100.0%    100.0%    100.0%   100.0%
  Purchased transportation..............    40.4      39.9      40.0     39.2
  Compensation and employee benefits....    21.9      22.2      22.1     22.3
  Fuel, supplies, and maintenance.......    12.9      12.4      13.0     13.2
  Insurance and claims..................     1.9       1.8       1.9      1.8
  Taxes and licenses....................     1.7       1.9       1.8      1.9
  General and administrative............     4.2       4.2       4.3      4.5
  Communications and utilities..........     0.8       1.1       1.0      1.2
  Depreciation and amortization.........     0.6       5.7       6.6      6.4
                                        --------- --------- --------- --------
      Total operating expenses..........    89.8      89.4      90.7     90.6
                                        --------- --------- --------- --------
Earnings from operations................    10.2      10.6       9.3      9.4
Interest expense, net...................    (1.0)     (1.5)     (1.8)    (1.4)
                                        --------- --------- --------- --------
Earnings before income taxes............     9.2       9.1       7.5      8.0
Income taxes............................    (3.9)     (3.8)     (3.2)    (3.4)
                                        --------- --------- --------- --------
Net earnings............................     5.3%      5.3%      4.4%     4.7%
                                        ========= ========= ========= ========

</TABLE>

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

     Operating revenue  increased $6.9 million (27.7%),  to $31.8 million during
the 1997 quarter from $24.9 million  during the 1996  quarter.  The increase was
attributable to a 21.6% increase in weighted average tractors, to 919 during the
1997 quarter from 756 during the 1996 quarter as a result of internal growth and
the Company's acquisitions of Marquardt  Transportation,  Inc. ("Marquardt") and
Royal  Transport,  Inc.  ("Royal")  since the 1996  quarter.  Revenue  equipment
utilization  increased  6.6% as the  average  billed  miles per tractor per week
increased  to 1,797 in the 1997 quarter  from 1,685 in the 1996  quarter,  while
average revenue per loaded mile remained constant at $1.37 in each quarter.

                                                                 Page 10 of 18
<PAGE>

 
     Purchased  transportation,  consisting primarily of payments to independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment,  increased
$2.7 million (26.3%), to $12.7 million in the 1997 quarter from $10.1 million in
the 1996 quarter.  The increase was  attributable  to expansion of the Company's
business,  as the Company contracted with more independent  contractor providers
of revenue  equipment.  As a  percentage  of revenue,  purchased  transportation
decreased to 39.9% of revenue in the 1997 quarter from 40.4% in the 1996 quarter
as  brokerage  revenue  comprised  a smaller  portion of the  Company's  overall
revenue,  reducing the corresponding  expense,  and tractors and trailers leased
from  independent  contractors  and under operating  leases  comprised a smaller
percentage of the Company's overall fleet.

     Compensation and employee benefits increased $1.6 million (29.6%),  to $7.1
million  in the  1997  quarter  from  $5.5  million  in the 1996  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 22.2% of
revenue in the 1997 quarter from 21.9% in the 1996 quarter as the  percentage of
the Company's revenue equipment fleet operated by employee drivers increased.
 
     Fuel, supplies, and maintenance increased $740,000 (23.0%), to $4.0 million
in the 1997 quarter from $3.2 million in the 1996  quarter.  As a percentage  of
revenue,  fuel, supplies,  and maintenance decreased to 12.4% of revenue for the
1997  quarter  compared  with  12.9% for the 1996  quarter  as a result of lower
average fuel prices of $1.15 per gallon in the 1997 quarter  compared with $1.20
in the 1996  quarter.  A portion of the decrease as a percentage  of revenue was
offset by an increase in the  percentage  of the  Company's  fleet  comprised of
Company-owned  tractors,  for which the Company bears fuel costs. A continuation
of the  decrease  in  per-gallon  fuel prices  would make it  unlikely  that the
Company could continue to implement fuel surcharges, and the Company has already
seen a reduction in the number of customers accepting  surcharges and the amount
of such surcharges.(*)

     Insurance and claims  increased  $102,000  (21.1%), to $585,000 in the 1997
quarter from $483,000 in the 1996 quarter. As a percentage of revenue, insurance
and claims remained  essentially constant at 1.8% of revenue in the 1997 quarter
and 1.9% in the 1996 quarter.

     Taxes and  licenses  increased  $201,000  (48.4%),  to $616,000 in the 1997
quarter from $415,000 in the 1996 quarter. As a percentage of revenue, taxes and
licenses  increased to 1.9% of revenue in the 1997 quarter compared with 1.7% in
the  1996  quarter as the  percentage of  the  Company's   fleet   comprised  of
Company-owned  equipment  increased and the Company  experienced  an increase of
miles operated in states with mileage taxes.

     General and administrative  expenses  increased  $300,000 (28.5%),  to $1.4
million  in the  1997  quarter  from  $1.1  million  in the 1996  quarter.  As a
percentage of revenue,  general and administrative expenses remained constant at
4.2% of revenue.
 
     Communications and utilities increased $136,000 (65.7%), to $343,000 in the
1997  quarter from  $207,000 in the 1996  quarter.  As a percentage  of revenue,
communications  and  utilities  increased to 1.1% of revenue in the 1997 quarter
from  0.8%  in  the  1996  quarter  reflecting  an  increase  in the  number  of
Company-owned terminals.


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


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

                                                                 Page 11 of 18
<PAGE>


     Depreciation and amortization  increased $315,000 (20.9%),  to $1.8 million
in the 1997 quarter from $1.5 million in the 1996  quarter.  As a percentage  of
revenue,  depreciation and amortization decreased to 5.7% of revenue in the 1997
quarter from 6.0%  in the 1996 quarter as a result of higher revenue per tractor
per week, which more efficiently spread this fixed cost over higher revenue. The
increased  productivity more than offset the increased cost of new equipment and
satellite  communication  units,  an increase in the percentage of the Company's
fleet comprised of Company- owned equipment,  and goodwill amortization from the
Marquardt and Royal acquisitions.

     As a result of the foregoing,  the Company's  operating  ratio decreased to
89.4% during the 1997 quarter from 89.8% during the 1996 quarter.

     Interest expense,  net increased $230,000 (95.8%),  to $470,000 in the 1997
quarter from $240,000 in the 1996 quarter. As a percentage of revenue,  interest
expense,  net  increased to 1.5% of revenue in the 1997 quarter from 1.0% in the
1996 quarter,  due to higher  average debt balances  ($24.1  million in the 1997
quarter  compared  with $15.3  million in the 1996  quarter)  resulting  from an
increase  in  Company-  owned  revenue  equipment  and the  Marquardt  and Royal
acquisitions.

     The  Company's  effective  tax rate was 41.5% in the 1997 quarter  (3.8% of
revenue) compared with 42.0% in the 1996 quarter (3.9% 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  $365,000  (30.8%),  to $1.7  million  (5.3% of  revenue)  in the 1997
quarter from $1.3 million (5.3% of revenue) in the 1996 quarter.

     Comparison of nine months ended  September 30, 1997, with nine months ended
September 30, 1996.

     Operating revenue increased $21.1 million (31.0%),  to $89.4 million during
the 1997 period from $68.2 million during the 1996 period.  The revenue increase
resulted  primarily  from a 24.6% increase in weighted  average  tractors to 891
during the 1997  period  from 715 during the 1996 period as a result of internal
growth and the Company's acquisitions of Marquardt in November 1996 and Royal in
September 1997.  Revenue  equipment  utilization  increased 6.9%, as the average
billed  miles per  tractor per week  increased  to 1,748 in the 1997 period from
1,636 in the 1996  period,  which  more than  offset a decrease  in revenue  per
loaded mile to $1.36 in the 1997 period from $1.37 in the 1996 period.

     Purchased  transportation,  consisting primarily of payments to independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment,  increased
$7.8 million (28.5%),  to $35.0 million in the 1997 period from $27.3 million in
the 1996 quarter.  The increase was  attributable  to expansion of the Company's
business,  as the Company contracted with more independent  contractor providers
of revenue  equipment.  As a  percentage  of revenue,  purchased  transportation
decreased  to 39.2% of revenue in the 1997  period from 40.0% in the 1996 period
as  brokerage  revenue  comprised  a smaller  portion of the  Company's  overall
operating revenue, reducing the corresponding expense, and tractors and trailers
leased from  independent  contractors  and under  operating  leases  comprised a
smaller percentage of the Company's overall fleet.

     Compensation and employee benefits increased $4.9 million (32.5%), to $19.9
million  in the  1997  period  from  $15.0  million  in the  1996  period.  As a
percentage of revenue, compensation and

                                                                 Page 12 of 18
<PAGE>

employee benefits increased slightly to 22.3% of revenue in the 1997 period from
22.1% in the 1996 period as the  percentage of the Company's  revenue  equipment
fleet  operated  by employee  drivers  increased,  which more than offset  lower
per-employee workers' compensation and health insurance costs.

     Fuel,  supplies,  and maintenance  increased $3.0 million (33.3%), to $11.8
million in the 1997 period from $8.9 million in the 1996 period. As a percentage
of revenue,  fuel, supplies,  and maintenance  increased to 13.2% of revenue for
the 1997  period  compared  with  13.0%  for the 1996  period  as a result of an
increase in the  percentage of the Company's  fleet being  comprised of Company-
owned  tractors,  for which the Company pays fuel costs,  which more than offset
decreasing per gallon fuel prices in the third  quarter.  Due to the decrease in
per gallon fuel prices in the third  quarter of 1997 it is unlikely  the Company
will be able to continue to  implement  fuel  surcharges  and has already seen a
reduction in the number of  customers  accepting  surcharges  and amount of such
surcharges.(*)

     Insurance and claims  increased  $320,000  (25.0%),  to $1.6 million in the
1997 period from $1.3  million in the 1996 period.  As a percentage  of revenue,
insurance and claims remained relatively constant at 1.8% of revenue in the 1997
period and 1.9% in the 1996 period.

     Taxes and licenses increased $489,000 (40.4%),  to $1.7 million in the 1997
period from $1.2 million in the 1996 period.  As a percentage of revenue,  taxes
and licenses remained essentially constant at 1.9% of revenue in the 1997 period
compared with 1.8% in the 1996 period.

     General and administrative expenses increased $1.1 million (36.4%), to $4.1
million in the 1997 period from $3.0 million in the 1996 period. As a percentage
of revenue,  general and administrative  expenses increased to 4.5% for the 1997
period from 4.3%  for the 1996 period primarily as a result of agent commissions
and advertising.

     Communications and utilities increased $349,000 (50.7%), to $1.0 million in
the 1997 period from  $688,000 in the 1996 period.  As a percentage  of revenue,
communications  and  utilities  increased  to 1.2% of revenue in the 1997 period
compared  with 1.1%  in the 1996 period  reflecting an increase in the number of
Company terminals.

     Depreciation  and  amortization  increased  $1.2  million (27.2%),  to $5.7
million in the 1997 period from $4.5 million in the 1996 period. As a percentage
of revenue,  depreciation and  amortization  decreased to 6.4% of revenue in the
1997 period from 6.6% in the 1996  period as a result of  increased  revenue per
tractor  per week,  which more  efficiently  spread  this fixed cost over higher
revenue and more than offset the  increased  cost of new equipment and satellite
communication  units,  an  increase in the  percentage  of the  Company's  fleet
comprised  of  Company-owned  equipment,  and  goodwill  amortization  from  the
Marquardt and Royal acquisitions.

     As a result of the foregoing,  the Company's  operating  ratio decreased to
90.6% during the 1997 period from 90.7% during the 1996 period.

     Interest expense, net remained essentially constant at $1.2 million in both
periods as debt levels that were  reduced in July 1996 with  proceeds of the IPO
subsequently  increased with the Company's  growth.  As a percentage of revenue,
interest expense,  net decreased to 1.4% of revenue in the 1997 period from 1.8%
in the 1996 period, due to the factors described above and increased revenue per
tractor.

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

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

                                                                 Page 13 of 18
<PAGE>

     The  Company's  effective  tax rate was 41.8% in the 1997  period  (3.4% of
revenue) compared with 41.8% in the 1996 period (3.2% 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  $1.2 million  (39.5%),  to $4.2 million (4.7% of revenue) in the 1997
period from $3.0 million (4.4% of revenue) in the 1996 period.

Liquidity and Capital Resources

     The growth of the Company's business has required significant investment in
new revenue equipment that the Company  historically has financed with borrowing
under installment notes payable to commerical lending institutions and equipment
manufacturers,  borrowings  under  lines of credit,  cash flow from  operations,
equipment leases from third-party lessors, and proceeds of the Company's initial
public  offering.  The Company  also has obtained a  substantial  portion of its
revenue  equipment  fleet from  independent  contractors who own and operate the
equipment,  which reduces overall capital expenditure requirements compared with
prociding a fleet of entirely  Company-owned  equipment.  The Company's  primary
sources of liquidity  currently are funds  provided by operations and borrowings
under credit agreements with financial institutions and equipment manufacturers.
Management  believes  that its  sources of  liquidity  are  adequate to meet its
currently  anticipated working capital requirements,  capital expenditures,  and
other needs.(*)

     Net cash  provided by  operating  activities  was $8.8 million for the nine
months  ended  September  30, 1997.  The  Company's  principal  use of cash from
operations  is to  service  debt  and  internally  finance  accounts  receivable
associated with growth in the business.  Customer accounts receivable  increased
$3.4 million for the nine months ended  September  30, 1997.  The average age of
the Company's accounts receivable was approximately 36 days for the 1997 quarter
and 32 days for the 1996 quarter.

     Net cash  used in  investing  activities  of  $957,000  in the 1997  period
related primarily to purchases,  net of sales, and trades of revenue  equipment.
The Company expects  capital  expenditures  for scheduled  deliveries of revenue
equipment  and  satellite   communications   units,  net  of  revenue  equipment
trade-ins,  of  approximately  $3.3 million during the remaining three months of
1997.  The Company has options to purchase  additional new tractors and trailers
for up to $3.5  million  during the  remaining  three months of 1997 and has not
determined   whether  to  exercise   these  options.   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 IPO.(*)

     Net cash used in financing  activities  of $7.7 million for the nine months
ended September 30, 1997, consisted primarily of net payments of $3.2 million of
principal under the Company's long-term debt agreements and net payments of $4.5
million under the Company's line of credit.






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


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

                                                                 Page 14 of 18
<PAGE>

     At  September  30,  1997,  the  Company  had  outstanding   long-term  debt
(including current maturities)  consisting of approximately $28.6 million,  most
of which was  comprised of  obligations  for the purchase of revenue  equipment.
Approximately  $17.3 million consisted of borrowing from financial  institutions
and equipment manufacturers and $11.3 million represented the amount drawn under
the Company's primary credit  agreement.  Interest rates on this debt range from
6.7% to 8.8%, and the principal amounts mature at various dates through the year
2002.

     On  September  3, 1997,  the Company  entered  into a new credit  agreement
providing  for  borrowing of up to $15.0  million,  based upon certain  accounts
receivable  and revenue  equipment  values.  At September 30, 1997,  the maximum
available  credit was $15.0  million,  on which the Company  had an  outstanding
balance of $11.3  million.  The interest  rate under the credit  agreement is 1%
plus the LIBOR  rate for the  corresponding  period.  The  credit  agreement  is
unsecured  and  contains  covenants  that limit  additional  liens,  the size of
certain  mergers and  acquisitions,  dividends,  and other  matters,  as well as
impose certain minimum financial ratios.  The Company was in compliance with the
credit agreement at September 30, 1997.


                                                                 Page 15 of 18
<PAGE>

                                   PART II
                              OTHER INFORMATION


Item 1.     Legal Proceedings.

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

Item 2.     Changes in Securities.

            None.

Item 3.     Defaults Upon Senior Securities.

            None.

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

            None.

Item 5.     Other Information.

            None.

Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibits


Exhibit  Description
Number
      1  Form  of  Underwriting  Agreement,  filed as Exhibit 1 to the Company's
         Registration   Statement  on  Form  S-1,   Registration  No.  33-90356,
         effective June 27, 1996, and incorporated herein by reference.
    2.1  Asset Purchase  Agreement dated January 10, 1996,  among Smithway Motor
         Xpress,  Inc., an Iowa corporation,  Smith Trucking  Company,  a Kansas
         corporation,  and Delmar  Smith,  filed as Exhibit 2.4 to the Company's
         Registration   Statement  on  Form  S-1,   Registration  No.  33-90356,
         effective June 27, 1996, and incorporated herein by reference.
    2.2  Asset Purchase  Agreement  dated October 4, 1996,  among Smithway Motor
         Xpress,  Inc., an Iowa  corporation,  Smithway  Motor Xpress  Corp.,  a
         Nevada  corporation,  Marquardt  Transportation,  Inc.,  a South Dakota
         corporation,  and Ralph and Lucille Marquardt,  filed as Exhibit 2.5 to
         the  Company's  Form 10-K for the year ended  December  31,  1996,  and
         incorporated herein by reference.
    2.3  First  Amendment to Asset  Purchase  Agreement  dated as of October 24,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc.,  a South  Dakota  corporation,  and Ralph and Lucille  Marquardt,
         filed as  Exhibit  2.6 to the  Company's  Form 10-K for the year  ended
         December 31, 1996, and incorporated herein by reference.


                                                                 Page 16 of 18
<PAGE>


    2.4  Second  Amendment to Asset Purchase  Agreement dated as of December 27,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc.,  a South  Dakota  corporation,  and Ralph and Lucille  Marquardt,
         filed as  Exhibit  2.7 to the  Company's  Form 10-K for the year  ended
         December 31, 1996, and incorporated herein by reference.
    3.1  Articles  of  Incorporation,  filed  as  Exhibit  3.1 to the  Company's
         Registration   Statement  on  Form  S-1,   Registration  No.  33-90356,
         effective June 27, 1996, and incorporated herein by reference.
    3.2  Bylaws, filed as Exhibit 3.2 to the Company's Registration Statement on
         Form S-1,  Registration  No.  33-90356,  effective  June 27, 1996,  and
         incorporated herein by reference.
    4.1  Articles  of  Incorporation,  filed  as  Exhibit  3.1 to the  Company's
         Registration   Statement  on  Form  S-1,   Registration  No.  33-90356,
         effective June 27, 1996, and incorporated herein by reference.
    4.2  Bylaws, filed as Exhibit 3.2 to the Company's Registration Statement on
         Form S-1,  Registration  No.  33-90356,  effective  June 27, 1996,  and
         incorporated herein by reference.
    10.1 Outside  Director Stock Plan dated March 1, 1995, filed as Exhibit 10.2
         to the Company's  Registration  Statement on Form S-1, Registration No.
         33-90356,   effective  June  27,  1996,  and  incorporated   herein  by
         reference.
    10.2 Incentive Stock Plan,  adopted March 1, 1995,  filed as Exhibit 10.3 to
         the  Company's  Registration  Statement on Form S-1,  Registration  No.
         33-90356,   effective  June  27,  1996,  and  incorporated   herein  by
         reference.
    10.3 401(k) Plan, adopted August 14, 1992, as amended, filed as Exhibit 10.4
         to the Company's  Registration  Statement on Form S-1, Registration No.
         33-90356,   effective  June  27,  1996,  and  incorporated   herein  by
         reference.
    10.4 Form of Agency Agreement  between  Smithway Motor Xpress,  Inc. and its
         independent  commission agents, filed as Exhibit 10.10 to the Company's
         Registration   Statement  on  Form  S-1,   Registration  No.  33-90356,
         effective June 27, 1996, and incorporated herein by reference.
    10.5 Memorandum of officer incentive  compensation  policy, filed as Exhibit
         10.12 to the Company's Registration Statement on Form S-1, Registration
         No.  33-90356,  effective  June 27, 1996,  and  incorporated  herein by
         reference.
    10.6 Form of Independent Contractor Agreement between Smithway Motor Xpress,
         Inc. and its  independent  contractor  providers of tractors,  filed as
         Exhibit  10.14 to the  Company's  Registration  Statement  on Form S-1,
         Registration  No.  33-90356,  effective June 27, 1996, and incorporated
         herein by reference.
    10.7 Acquisition  Agreement  dated January 10, 1996,  among  Smithway  Motor
         Xpress,  Inc., an Iowa corporation,  Smith Trucking  Company,  a Kansas
         corporation,  and Delmar  Smith,  filed as Exhibit 2.4 to the Company's
         Registration   Statement  on  Form  S-1,   Registration  No.  33-90356,
         effective June 27, 1996, and incorporated herein by reference.
    10.8 Asset Purchase  Agreement  dated October 4, 1996,  among Smithway Motor
         Xpress,  Inc., an Iowa  corporation,  Smithway  Motor Xpress  Corp.,  a
         Nevada  corporation,  Marquardt  Transportation,  Inc.,  a South Dakota
         corporation,  and Ralph and Lucille Marquardt,  filed as Exhibit 2.5 to
         the  Company's  Form 10-K for the year ended  December  31,  1996,  and
         incorporated herein by reference.


                                                                 Page 17 of 18
<PAGE>

    10.9 First  Amendment to Asset  Purchase  Agreement  dated as of October 24,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc.,  a South  Dakota  corporation,  and Ralph and Lucille  Marquardt,
         filed as  Exhibit  2.6 to the  Company's  Form 10-K for the year  ended
         December 31, 1996, and incorporated herein by reference.
   10.10 Second  Amendment to Asset Purchase  Agreement dated as of December 27,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc.,  a South  Dakota  corporation,  and Ralph and Lucille  Marquardt,
         filed as  Exhibit  2.7 to the  Company's  Form 10-K for the year  ended
         December 31, 1996, and incorporated herein by reference.
   10.11*Credit   Agreement  dated  September 3, 1997,  between  Smithway  Motor
         Xpress Corp., as Guarantor,  Smithway Motor Xpress,  Inc., as Borrower,
         and LaSalle National Bank.
      11*Statement Regarding Computation of Per Share Earnings.
      27*Financial Data Schedule.

        *Filed herewith.

      (b)   Reports on Form 8-K.

            None.


                                  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 12, 1997             By:   /s/ Michael E. Oleson
                                          Michael E. Oleson,
                                          Treasurer and Chief Accounting Officer






                                                                Page 18 of 18
<PAGE>