SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

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

                                    FORM 10-Q

                                   (Mark One)

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

For the quarterly period ended June 30, 2002

                                       OR

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

For the transition period from          to

                         Commission File Number 0-20793

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


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

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

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

                                  YES X NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (August 2, 2002).

             Class A Common Stock, $.01 par value: 3,846,821 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares


                                                    Exhibit Index is on Page 19.




                                                                     Page 1

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
                                                                                                         PAGE
                                                                                                        NUMBER
<S>                                                                                                     <C>
Item 1.  Financial Statements.......................................................................      3-9
         Condensed Consolidated Balance Sheets as of December 31, 2001 and
                  June 30, 2002  (unaudited)........................................................      3-4
         Condensed Consolidated Statements of Operations for the three and six months
                  ended June 30, 2001 and 2002 (unaudited)..........................................       5
         Condensed Consolidated Statements of Cash Flows for the six months ended
                  June 30, 2001 and 2002 (unaudited)................................................      6-7
         Notes to Condensed Consolidated Financial Statements (unaudited)...........................      8-9
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
                  Operations........................................................................     10-17
Item 3.  Quantitative and Qualitative Disclosures About Market Risks................................      17
</TABLE>
                                     PART II
                                OTHER INFORMATION
<TABLE>
<S>                                                                                                     <C>
Item 1. Legal Proceedings...........................................................................      18
Item 2. Changes in Securities and Use of Proceeds...................................................      18
Item 3. Defaults Upon Senior Securities.............................................................      18
Item 4. Submission of Matters to a Vote of Security Holders.........................................      18
Item 5. Other Information...........................................................................      18
Item 6. Exhibits and Reports on Form 8-K............................................................    19-20
</TABLE>


                                                                     Page 2

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
                                                                                  December 31,        June 30,
                                                                                      2001              2002
                                                                                ----------------  ------------------
                                                                                                    (unaudited)
                                     ASSETS
<S>                                                                             <C>               <C>
Current assets:
   Cash and cash equivalents....................................................$            722  $           1,109
   Receivables:
      Trade.....................................................................          13,649             16,829
      Other.....................................................................           1,020                733
      Recoverable income taxes..................................................           1,820                770
   Inventories..................................................................           1,561              1,596
   Deposits, primarily with insurers............................................             539                508
   Prepaid expenses.............................................................             926              1,419
   Deferred income taxes........................................................           1,726              2,011
                                                                                ----------------  ------------------
         Total current assets...................................................          21,963             24,975
                                                                                ----------------  ------------------
Property and equipment:
   Land.........................................................................           1,548              1,548
   Buildings and improvements...................................................           8,175              8,209
   Tractors.....................................................................          79,472             74,766
   Trailers.....................................................................          44,784             43,289
   Other equipment..............................................................           7,318              8,004
                                                                                ----------------  ------------------
                                                                                         141,297            135,816
   Less accumulated depreciation................................................          62,252             64,432
                                                                                ----------------  ------------------
         Net property and equipment.............................................          79,045             71,384
                                                                                ----------------  ------------------
Goodwill........................................................................           5,016              5,016
Other assets....................................................................             412                366
                                                                                ----------------  ------------------
                                                                                $        106,436  $         101,741
                                                                                ================  ==================
</TABLE>






See accompanying notes to condensed consolidated financial statements.

                                                                     Page 3

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
                                                                                  December 31,        June 30,
                                                                                      2001              2002
                                                                                ----------------  ------------------
                                                                                                    (unaudited)
                                  LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                             <C>               <C>
Current liabilities:
   Current maturities of long-term debt.........................................$         12,052  $          12,107
   Accounts payable.............................................................           4,589              5,967
   Accrued compensation.........................................................           2,258              3,088
   Accrued loss reserves........................................................           2,327              2,842
   Other accrued expenses.......................................................             792                602
                                                                                ----------------  ------------------
         Total current liabilities..............................................          22,018             24,606

Long-term debt, less current maturities.........................................          37,105             31,277
Deferred income taxes...........................................................          14,862             13,304
Line of credit..................................................................             585              3,880
                                                                                ----------------  ------------------
         Total liabilities......................................................          74,570             73,067
                                                                                ----------------  ------------------
Stockholders' equity:
   Preferred stock..............................................................               -                  -
   Common stock:
      Class A...................................................................              40                 40
      Class B...................................................................              10                 10
   Additional paid-in capital...................................................          11,394             11,393
   Retained earnings............................................................          20,842             17,645
   Reacquired shares, at cost...................................................            (420)              (414)
                                                                                ----------------  ------------------
         Total stockholders' equity.............................................          31,866             28,674
                                                                                ----------------  ------------------
                                                                                $        106,436  $         101,741
                                                                                ================  ==================
</TABLE>
See accompanying notes to condensed consolidated financial statements.


                                                                     Page 4

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)
<TABLE>
                                                             Three months ended              Six months ended
                                                                  June 30,                       June 30,
                                                             2001            2002          2001           2002
                                                        ---------------  ------------  ------------  --------------
<S>                                                     <C>              <C>           <C>           <C>
Operating revenue:
    Freight.............................................$        51,590  $     45,041  $     98,820  $       86,100
    Other...............................................            164           198           313             359
                                                        ---------------  ------------  ------------  --------------
        Operating revenue...............................         51,754        45,239        99,133          86,459
                                                        ---------------  ------------  ------------  --------------
Operating expenses:
    Purchased transportation............................         18,765        16,551        36,344          31,842
    Compensation and employee benefits..................         14,339        13,740        27,699          27,144
    Fuel, supplies, and maintenance.....................          9,068         7,023        17,683          13,507
    Insurance and claims................................          1,048         1,639         2,032           3,452
    Taxes and licenses..................................          1,018           920         1,904           1,756
    General and administrative..........................          2,052         1,928         4,041           3,737
    Communications and utilities........................            563           432         1,124             939
    Depreciation and amortization.......................          4,563         4,269         9,095           8,045
                                                        ---------------  ------------  ------------  --------------
        Total operating expenses........................         51,416        46,502        99,922          90,422
                                                        ---------------  ------------  ------------  --------------
             Earnings (loss) from operations............            338        (1,263)         (789)         (3,963)
Financial (expense) income
    Interest expense....................................           (821)         (524)       (1,681)         (1,085)
    Interest income.....................................             14            10            26              17
                                                        ---------------  ------------  ------------  --------------
             Loss before income taxes...................           (469)       (1,777)       (2,444)         (5,031)
Income tax benefit......................................            (85)         (616)         (772)         (1,833)
                                                        ---------------  ------------  ------------  --------------
             Net loss...................................$          (384)  $    (1,161)  $    (1,672)  $      (3,198)
                                                        ===============  ============  ============  ==============
Basic and diluted loss per common share.................$         (0.08)  $     (0.24)  $     (0.34)  $       (0.66)
                                                        ===============  ============  ============  ==============
Basic and diluted weighted average common shares
   outstanding..........................................      4,845,238     4,846,021     4,860,287       4,845,277
                                                        ===============  ============  ============  ==============
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                                                     Page 5

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
                                                                                           Six Months Ended
                                                                                                June 30,
                                                                                     ------------------------------
                                                                                          2001            2002
                                                                                     --------------  ---------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
  Net loss...........................................................................$       (1,672) $       (3,198)
                                                                                     --------------  ---------------
  Adjustments to reconcile net loss to net cash provided by operating activities:
    Depreciation and amortization....................................................         9,095           8,045
    Deferred income taxes............................................................          (755)         (1,843)
    Stock bonuses....................................................................             9               -
    Changes in:
      Receivables....................................................................        (3,683)         (1,843)
      Inventories....................................................................           (32)            (35)
      Deposits, primarily with insurers..............................................             -              31
      Prepaid expenses...............................................................            73            (493)
      Accounts payable and other accrued liabilities.................................         2,168           2,533
                                                                                     --------------  ---------------
       Total adjustments.............................................................         6,875           6,395
                                                                                     --------------  ---------------
       Net cash provided by operating activities.....................................         5,203           3,197
                                                                                     --------------  ---------------
Cash flows from investing activities:
  Payments for acquisitions..........................................................        (2,885)              -
  Purchase of property and equipment.................................................        (1,240)           (837)
  Proceeds from the sale of property and equipment...................................           910           2,735
  Other .............................................................................            31              46
                                                                                     --------------  ---------------
       Net cash (used in) provided by investing activities...........................        (3,184)          1,944
                                                                                     --------------  ---------------

Cash flows from financing activities:
  Borrowings on line of credit.......................................................             -          77,979
  Payments on line of credit.........................................................             -         (74,684)
  Proceeds from long-term debt.......................................................        12,900               -
  Principal payments on long-term debt...............................................       (14,617)         (8,055)
  Other..............................................................................          (165)              6
                                                                                     --------------  ---------------
       Net cash used in financing activities.........................................        (1,882)         (4,754)
                                                                                     --------------  ---------------

       Net increase in cash and cash equivalents.....................................           137             387
Cash and cash equivalents at beginning of period.....................................           349             722
                                                                                     --------------  ---------------
Cash and cash equivalents at end of period...........................................$          486  $        1,109
                                                                                     ==============  ===============
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                                                     Page 6

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                     ------------------------------
                                                                                          2001            2002
                                                                                     --------------  ---------------
<S>                                                                                  <C>             <C>
Supplemental disclosure of cash flow information: Cash paid (received) during
   the period for:
       Interest......................................................................$        1,693  $        1,114
       Income tax....................................................................           (20)         (1,041)
                                                                                     ==============  ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        2,455  $        2,282
       Issuance of stock bonuses.....................................................             9               -
                                                                                     ==============  ===============

Cash payments for acquisitions:
       Revenue equipment.............................................................$        2,088  $            -
       Goodwill......................................................................           457               -
       Other assets (net)............................................................           340               -
                                                                                     --------------  ---------------
                                                                                     $        2,885  $            -
                                                                                     ==============  ===============
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                                                     Page 7

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
              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, 2001
     Condensed  Consolidated  Balance Sheet was derived from the audited balance
     sheet of the Company for the year then ended.  It is  suggested  that these
     condensed  consolidated  financial  statements and notes thereto be read in
     conjunction  with the consolidated  financial  statements and notes thereto
     included in the Company's  Form 10-K for the year ended  December 31, 2001.
     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  Standard (SFAS) 142, Goodwill and Other
     Intangible  Assets,  became  effective  for the Company on January 1, 2002.
     Under SFAS 142, which establishes new accounting and reporting requirements
     for goodwill and other intangible assets, all goodwill  amortization ceased
     effective  January 1, 2002. At adoption,  the Company tested for impairment
     of its goodwill by comparing  the fair value of the company to its carrying
     value.  Fair value was based upon an  independent  appraisal  and indicated
     that the Company's  goodwill was not impaired.  On an ongoing basis (absent
     any impairment  indicators),  the Company expects to perform the impairment
     tests annually during the fourth quarter.

     The following table reflects the  consolidated  results  adjusted as though
     the adoption of SFAS 142 occurred as of the  beginning of the three and six
     month periods ended June 30, 2001:
<TABLE>
                                                               Three months ended             Six months ended
                                                                    June 30,                      June 30,
(Dollars in thousands)                                         2001          2002           2001            2002
                                                           ----------------------------------------------------------
<S>                                                        <C>           <C>            <C>             <C>
Net loss:
As reported................................................$       (384) $     (1,161)  $     (1,672)   $     (3,198)
Goodwill amortization, net of tax..........................         125             -            228               -
                                                           ----------------------------------------------------------
Adjusted net loss..........................................$       (259) $     (1,161)  $     (1,444)   $     (3,198)
                                                           ==========================================================


Basic and diluted net loss per share:
As reported................................................$      (0.08) $      (0.24)  $      (0.34)   $      (0.66)
Goodwill amortization......................................        0.03           -             0.04             -
                                                           ----------------------------------------------------------
Adjusted basic and diluted net loss per share..............$      (0.05) $       (0.24) $      (0.30)   $      (0.66)
                                                           ==========================================================
</TABLE>
     On January 1, 2002,  the Company  adopted SFAS No. 144,  Accounting for the
     Impairment or Disposal of Long-Lived Assets.  This statement  establishes a
     single  accounting  model for the  impairment  or  disposal  of  long-lived
     assets.  Upon adoption of SFAS No. 144, there was no material impact on the
     Company's results of operations or financial condition.

                                                                     Page 8

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                   (Unaudited)

Note 3. Net earnings per common share

     Basic earnings per share have been computed by dividing net earnings by the
     weighted-average  outstanding Class A and Class B common shares during each
     of the quarters.  Diluted  earnings per share have been  calculated by also
     including  in  the  computation  the  effect  of  employee  stock  options,
     nonvested  stock,  and similar equity  instruments  granted to employees as
     potential  common shares.  Because the Company  suffered a net loss for the
     three and six months ended June 30, 2001 and 2002, the effects of potential
     common shares were not included in the  calculation  as their effects would
     be  anti-dilutive.  Stock  options  outstanding  at June 30,  2001 and 2002
     totaled 383,000 and 600,525, respectively.


                                                                     Page 9

<PAGE>

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

Introduction

     Except for the historical  information  contained herein, the discussion in
this  quarterly  report on Form 10-Q contains  forward-looking  statements  that
involve  risk,  assumptions,  and  uncertainties  that are difficult to predict.
Words such as "believe,"  "may,"  "could,"  "expects,"  "likely,"  variations of
these  words,   and  similar   expressions,   are  intended  to  identify   such
forward-looking statements. The Company claims the protection of the safe harbor
for forward-looking  statements  contained in the Private Securities  Litigation
Reform Act of 1995 for all  forward-looking  statements.  The  Company's  actual
results could differ materially from those discussed herein. Without limitation,
factors that could cause or  contribute  to such  differences  include  economic
recessions or downturns in customers'  business cycles,  excessive  increases in
capacity within truckload markets,  decreased demand for transportation services
offered by the Company,  increases or rapid  fluctuation in inflation,  interest
rates,  fuel prices and fuel hedging,  the  availability and costs of attracting
and  retaining  qualified  drivers  and  owner-operators,  increasing  insurance
premiums  and  deductible   amounts   related  to  accident,   cargo,   workers'
compensation,  health and other claims,  seasonal  factors such as harsh weather
conditions that increase operating costs, the prices of new equipment and resale
value  of used  equipment,  regulatory  requirements  that  increase  costs  and
decrease  efficiency,  including  new  emissions  standards,  and the ability to
negotiate,  consummate,  and integrate  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.

     The  Company's  fiscal year ends on December  31 of each year.  Thus,  this
report  discusses the second  quarter and first six months of the Company's 2001
and 2002 fiscal years.

     For the three months ended June 30, 2002, operating revenue decreased 12.6%
to $45.2  million from $51.8 million  during the same quarter in 2001.  Net loss
was $1.2  million,  or ($0.24)  per  diluted  share,  compared  with net loss of
$384,000,  or ($0.08) per diluted  share,  during the 2001 quarter.  For the six
months ended June 30, 2002,  operating  revenue decreased 12.8% to $86.5 million
from $99.1 million during the same period in 2001. Net loss was $3.2 million, or
($0.66) per diluted  share,  compared with net loss of $1.7 million,  or ($0.34)
per diluted share, during the 2001 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 10

<PAGE>

Results of Operations

       The following table sets forth the percentage relationship of certain
items to operating revenue for the three and six months ended June 30, 2001 and
2002:
<TABLE>
                                                          Three Months Ended            Six Months Ended
                                                               June 30,                     June 30,
                                                          2001           2002          2001          2002
                                                      ------------   ------------  ------------  ------------
<S>                                                   <C>            <C>           <C>           <C>
Operating revenue.....................................      100.0%         100.0%        100.0%        100.0%
Operating expenses
  Purchased transportation............................       36.3           36.6          36.7          36.8
  Compensation and employee benefits..................       27.7           30.4          27.9          31.4
  Fuel, supplies, and maintenance.....................       17.5           15.5          17.8          15.6
  Insurance and claims................................        2.0            3.6           2.0           4.0
  Taxes and licenses..................................        2.0            2.0           1.9           2.0
  General and administrative..........................        4.0            4.3           4.1           4.3
  Communications and utilities........................        1.1            1.0           1.1           1.1
  Depreciation and amortization.......................        8.8            9.4           9.2           9.3
                                                      ------------   ------------  ------------  ------------
    Total operating expenses..........................       99.3          102.8         100.8         104.6
                                                      ------------   ------------  ------------  ------------
Earnings (loss) from operations.......................        0.7           (2.8)         (0.8)         (4.6)
Interest expense (net)................................       (1.6)          (1.2)         (1.7)         (1.3)
                                                      ------------   ------------  ------------  ------------
Loss before income taxes..............................       (0.9)          (3.9)         (2.5)         (5.8)
Income tax benefit....................................       (0.2)          (1.4)         (0.8)         (2.1)
                                                      ------------   ------------  ------------  ------------
Net loss..............................................       (0.7)%         (2.6)%        (1.7)%        (3.7)%
                                                      ============   ============  ============  ============
</TABLE>
Comparison of three months ended June 30, 2002 with three months ended June 30,
2001

     Operating revenue  decreased $6.5 million (12.6%),  to $45.2 million during
the 2002 quarter from $51.8 million  during the 2001 quarter.  Revenue  declined
primarily  because  higher  revenue  per seated  tractor was more than offset by
fewer  weighted  average  tractors,  more  unseated  tractors,   decreased  fuel
surcharge revenue,  and decreased brokerage revenue.  Revenue per seated tractor
per week improved slightly to $2,503 in the 2002 quarter from $2,471 in the 2001
quarter.  Additionally,  the  Company  was able to  achieve a $.01  increase  in
revenue per loaded mile,  net of  surcharges,  to $1.36 in the 2002 quarter from
$1.35 in the 2001 quarter.  Weighted average  tractors  decreased 6.8%, to 1,466
during the 2002  quarter from 1,572 during the 2001 quarter due to a decrease in
equipment provided by owner operators and a decrease in company-owned  tractors.
Average  revenue  per  tractor  per  week  (excluding   revenue  from  brokerage
operations and fuel surcharges) decreased to $2,221 during the 2002 quarter from
$2,320  during the 2001  quarter,  due to a higher  number of  unseated  company
tractors as well as weak  Midwestern  freight demands which caused a combination
of fewer loads,  higher non-revenue miles, more layovers,  and rate pressure.  A
$1.2 million decrease in fuel surcharge  revenue to $686,000 in the 2002 quarter
from $1.9  million in the 2001  quarter  also  contributed  to the  decrease  in
operating  revenue.  Finally,  lower freight demand caused brokerage  revenue to
decrease by $267,000.

     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  $2.2 million  (11.8%),  to $16.6  million in the 2002
quarter  from $18.8  million in the 2001  quarter.  This  reflects a decrease in
freight hauled by  independent  contractors  and broker  carriers and a $460,000
decrease in payments to independent contractors and brokers for fuel surcharges.
Management  believes the decline in independent  contractors is  attributable to
high insurance costs,  tighter credit  standards,  and slow freight demand which
have  diminished  the  pool of  drivers  interested  in  becoming  or  remaining
independent contractors. Purchased transportation increased slightly to 36.6% in
the 2002 quarter from 36.3% in the 2001 quarter.

     Compensation and employee  benefits  decreased  $599,000  (4.2%),  to $13.8
million  in the 2002  quarter  from  $14.3  million  in the 2001  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 30.4% of
revenue in the 2002  quarter  from 27.7% in the 2001  quarter.  The increase was
primarily  attributable to higher workers'  compensation claims and premiums, an
increase in wages paid to drivers for unloaded miles, which was partially offset
by a decrease  in the  percentage  of the  Company's  fleet  supplied  by seated
Company-owned equipment and a reduction in non-driver personnel.

                                                                     Page 11
<PAGE>
     Fuel,  supplies,  and maintenance  decreased $2.0 million (22.6%),  to $7.0
million  in the  2002  quarter  from  $9.1  million  in the 2001  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 15.5% of
revenue for the 2002 quarter compared with 17.5% for the 2001 quarter.  This was
the result of a decrease in average fuel prices, to $1.23 per gallon in the 2002
quarter  from  $1.45  per  gallon  in the 2001  quarter  and a  decrease  in the
percentage of the Company's  fleet supplied by seated  Company-owned  equipment,
partially  offset by  increased  maintenance  expense.  Fuel  surcharge  revenue
attributable to loads hauled by Company trucks decreased to $376,000 in the 2002
quarter from $1.1 million in the 2001 quarter.  Fuel expense, net of surcharges,
may be affected in the future by the collectibility of fuel surcharges,  as well
as by lower fuel mileage if government  mandated emissions  standards  effective
October 1, 2002, are  implemented as scheduled.  The Company  extended the trade
cycle on its  tractor  fleet,  which  resulted  in an  increase in the number of
required repairs.

     Insurance and claims  increased  $591,000  (56.4%),  to $1.6 million in the
2002 quarter from $1.0 million in the 2001 quarter.  As a percentage of revenue,
insurance and claims  increased to 3.6% of revenue in the 2002 quarter  compared
with 2.0% in the 2001 quarter.  The increase was  attributable  to a substantial
increase in insurance  premiums on July 1, 2001,  when the  Company's  insurance
policies  were  renewed.  Insurance  and claims  expense  will vary based on the
frequency  and  severity  of  claims,  the  premium  expense,  and the  level of
self-insured retention.  Insurance and claims expense is expected to increase in
future  periods as a  percentage  of revenue  because of higher  premiums  and a
higher self-insured  retention resulting from renewal of the Company's insurance
coverage effective July 1, 2002.

     Taxes and  licenses  decreased  $98,000  (9.6%),  to  $920,000  in the 2002
quarter from $1.0 million in the 2001 quarter. As a percentage of revenue, taxes
and licenses remained constant at 2.0% of revenue in both quarters.

     General and  administrative  expenses  decreased  $124,000 (6.0%),  to $1.9
million  in the  2002  quarter  from  $2.1  million  in the 2001  quarter.  As a
percentage of revenue,  general and administrative expenses increased to 4.3% of
revenue in the 2002 quarter compared with 4.0% in the 2001 quarter.  Cost saving
efforts  have been  successful  in reducing  the  dollars  spent for general and
administrative expenses, however lower revenue per tractor caused the percentage
of revenue to increase.

     Communications and utilities decreased $131,000 (23.3%), to $563,000 in the
2002  quarter from  $563,000 in the 2001  quarter.  As a percentage  of revenue,
communications and utilities remained  essentially  constant at 1.0% in the 2002
quarter compared to 1.1% in the 2001 quarter.

     Depreciation and amortization decreased $294,000 (6.4%), to $4.3 million in
the 2002 quarter from $4.6 million in the 2001 quarter.  This reduction reflects
a decrease in company-owned equipment. Additionally, adoption of SFAS 142 caused
amortization  of goodwill to decrease to $0 in the 2002 quarter from $174,000 in
the 2001 quarter.  As a percentage  of revenue,  depreciation  and  amortization
increased to 9.4% of revenue in the 2002 quarter  compared with 8.8% in the 2001
quarter  reflecting  lower  revenue per tractor per week and a larger  number of
unseated  units  being  depreciated,   without  an  offsetting  revenue  stream.
Depreciation  expense  per tractor is expected to rise in the future as the cost
of new  tractors  has  increased,  and  will  continue  to  increase  due to the
increased  cost of new engines that comply with  emissions  standards  effective
October 1, 2002.

     Interest expense (net) decreased $293,000 (36.3%),  to $514,000 in the 2002
quarter  from  $807,000  in the 2001  quarter  reflecting  a decrease in average
outstanding debt and lower interest rates. As a percentage of revenue,  interest
expense  (net)  decreased to 1.2% of revenue in the 2002 quarter  compared  with
1.6% in the 2001 quarter.

     As a result of the foregoing, the Company's pretax margin was (3.9%) in the
2002 quarter compared with (0.9%) in the 2001 quarter.

     The  Company's  income tax benefit for the 2002  quarter was  $616,000,  or
34.7% of loss before income taxes. The Company's income tax benefit for the 2001
quarter was $85,000,  or 18.1% of loss 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.
                                                                     Page 12
<PAGE>

     As a result of the factors described above, net loss was $1.2 million (2.6%
of revenue) in the 2002 quarter, compared with $384,000 (0.7% of revenue) in the
2001 quarter.

Comparison of six months ended June 30, 2002 with six months ended June 30, 2001

     Operating revenue decreased $12.7 million (12.8%),  to $86.5 million during
the 2002 period from $99.1  million  during the 2001  period.  Revenue  declined
primarily  because  higher  revenue  per seated  tractor was more than offset by
fewer  weighted  average  tractors,  more  unseated  tractors,   decreased  fuel
surcharge revenue,  and decreased brokerage revenue.  Revenue per seated tractor
per week increased slightly to $2,402 in the 2002 period from $2,399 in the 2001
period. Additionally, the Company was able to achieve a $.03 increase in revenue
per loaded mile,  net of  surcharges,  to $1.36 in the 2002 period from $1.33 in
the 2001 period.  Weighted average tractors  decreased 2.9%, to 1,492 during the
2002  period from 1,537  during the 2001  period due to a decrease in  equipment
provided by owner operators and a decrease in company-owned  equipment.  Average
revenue per tractor per week  (excluding  revenue from brokerage  operations and
fuel  surcharges)  decreased to $2,103 during the 2002 period from $2,258 during
the 2001 period,  due to a higher number of unseated company tractors as well as
weak  Midwestern  freight  demands,  which caused a combination  of fewer loads,
higher  non-revenue  miles,  more layovers,  and rate  pressure.  A $2.9 million
decrease  in fuel  surcharge  revenue to  $906,000  in the 2002 period from $3.8
million  in the 2001  period  also  contributed  to the  decrease  in  operating
revenue.  Finally,  lower freight demand caused brokerage revenue to decrease by
$1.2 million.

     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  $4.5 million  (12.4%),  to $31.8  million in the 2002
period  from  $36.3  million in the 2001  period.  This  reflects a decrease  in
freight hauled by independent contractors and broker carriers and a $1.1 million
decrease in payments to independent contractors and brokers for fuel surcharges.
Management  believes the decline in independent  contractors is  attributable to
high insurance costs,  tighter credit  standards,  and slow freight demand which
have  diminished  the  pool of  drivers  interested  in  becoming  or  remaining
independent  contractors.  As a percentage of revenue,  purchased transportation
increased slightly to 36.8% in the 2002 period from 36.7% in the 2001 period.

     Compensation and employee  benefits  decreased  $555,000  (2.0%),  to $27.1
million  in the  2002  period  from  $27.7  million  in the  2001  period.  As a
percentage of revenue,  compensation and employee benefits increased to 31.4% of
revenue in the 2002  period  from 27.9% in the 2001  period.  The  increase  was
primarily  attributable to higher workers'  compensation claims and premiums and
the increase in wages paid to drivers for unloaded  miles,  which was  partially
offset by a decrease in the percentage of the Company's fleet supplied by seated
Company-owned equipment and a reduction in non-driver personnel.

     Fuel,  supplies,  and maintenance  decreased $4.2 million (23.6%), to $13.5
million  in the  2002  period  from  $17.7  million  in the  2001  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 15.6% of
revenue for the 2002 period  compared  with 17.8% for the 2001 period.  This was
the result of a decrease in average fuel prices, to $1.17 per gallon in the 2002
period from $1.43 per gallon in the 2001 period and a decrease in the percentage
of the Company's  fleet supplied by seated  Company-owned  equipment,  partially
offset by increased  maintenance expense. Fuel surcharge revenue attributable to
loads  hauled by Company  trucks  decreased  to $488,000 in the 2002 period from
$2.1  million  in the 2001  period.  Fuel  expense,  net of  surcharges,  may be
affected in the future by the  collectibility of fuel surcharges,  as well as by
lower fuel mileage if government  mandated emissions standards effective October
1, 2002, are implemented as scheduled.  The Company  extended the trade cycle on
its  tractor  fleet,  which  resulted  in an  increase in the number of required
repairs.

     Insurance and claims increased $1.4 million (69.9%), to $3.5 million in the
2002 period from $2.0  million in the 2001 period.  As a percentage  of revenue,
insurance  and claims  increased to 4.0% of revenue in the 2002 period  compared
with 2.0% in the 2001 period.  The increase was  attributable  to a  substantial
increase in insurance  premiums on July 1, 2001,  when the  Company's  insurance
policies  were  renewed.  Insurance  and claims  expense  will vary based on the
frequency  and  severity  of  claims,  the  premium  expense,  and the  level of
self-insured retention.  Insurance and claims expense is expected to increase in
future  periods as a  percentage  of revenue  because of higher  premiums  and a
higher self-insured  retention resulting from renewal of the Company's insurance
coverage effective July 1, 2002.
                                                                     Page 13
<PAGE>
     Taxes and licenses  decreased  $148,000 (7.8%), to $1.8 million in the 2002
period from $1.9 million in the 2001 period.  As a percentage of revenue,  taxes
and licenses remained essentially constant at 2.0% of revenue in the 2002 period
compared to 1.9% in the 2001 period.

     General and  administrative  expenses  decreased  $304,000 (7.5%),  to $3.7
million in the 2002 period from $4.0 million in the 2001 period. As a percentage
of revenue,  general and  administrative  expenses increased to 4.3% in the 2002
period  compared  to 4.1% in the 2001  period.  Cost  saving  efforts  have been
successful  in  reducing  the  dollars  spent  for  general  and  administrative
expenses,  however lower revenue per tractor caused the percentage of revenue to
increase.

     Communications and utilities decreased $185,000 (16.5%), to $939,000 in the
2002 period from $1.1  million in the 2001 period.  As a percentage  of revenue,
communications and utilities remained constant at 1.1% in both periods.

     Depreciation  and  amortization  decreased  $1.0 million  (11.5%),  to $8.0
million in the 2002 period from $9.1 million in the 2001 period.  This reduction
reflects a gain on the sale of excess  trailers  of  $649,000  and a decrease in
company owned equipment. Additionally,  adoption of SFAS 142 caused amortization
of goodwill  to  decrease  to $0 in the 2002  period  from  $332,000 in the 2001
period. As a percentage of revenue,  depreciation and amortization  increased to
9.3% of  revenue  in the 2002  period  compared  with  9.2% in the  2001  period
reflecting  lower  revenue per tractor per week and a larger  number of unseated
units being  depreciated,  without an offsetting  revenue  stream.  Depreciation
expense  per  tractor  is  expected  to rise in the  future  as the  cost of new
tractors has increased,  and will continue to increase due to the increased cost
of new engines that comply with emissions standards effective October 1, 2002.

     Interest expense (net) decreased  $587,000 (35.5%),  to $1.1 million in the
2002  period  from $1.7  million in the 2001  period  reflecting  a decrease  in
average  outstanding  debt and lower interest rates. As a percentage of revenue,
interest  expense (net) decreased to 1.3% of revenue in the 2002 period compared
with 1.7% in the 2001 period.

     As a result of the foregoing, the Company's pretax margin was (5.8%) in the
2002 period compared with (2.5%) in the 2001 period.

     The Company's  income tax benefit for the 2002 period was $1.8 million,  or
36.4% of loss before income taxes. The Company's income tax benefit for the 2001
period was $772,000,  or 31.6% of loss 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 $3.2 million (3.7%
of revenue) in the 2002 period,  compared with $1.7 million (1.7% of revenue) in
the 2001 period.
                                                                     Page 14
<PAGE>
Liquidity and Capital Resources

     The size of the  Company's  business has  decreased  slightly over the past
three years. During this period the Company has reduced debt and invested in new
revenue  equipment to replace most of the older equipment that has been disposed
of. New  equipment  has been  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.  The Company reduced its borrowing by $1.0 million
during the quarter.  The Company has  experienced a recent decrease in the ratio
of its  current  assets  to  current  liabilities,  primarily  as a result  of a
decrease in trade receivables and an increase in current maturities of long-term
debt. The increase in current  maturities  resulted from a restructuring  of the
Company's financing  agreement with LaSalle Bank.  Management expects this trend
to  continue  in future  periods  until the  Company  returns to  profitability.
Management  believes  that its  sources of  liquidity  are  adequate to meet its
currently  anticipated working capital requirements,  capital expenditures,  and
other needs at least through 2002.

     Net cash  provided by  operating  activities  was $3.2  million for the six
months ended June 30, 2002. The Company's principal uses of cash from operations
are to  service  debt  and  internally  finance  accounts  receivable.  Customer
accounts  receivable  increased  $1.8  million for the six months ended June 30,
2002. The average age of the Company's  accounts  receivable  was  approximately
32.9 days in the 2002 period versus 36.4 days in the 2001 period.

     Net cash  provided  by  investing  activities  of $1.9  million in the 2002
period  related  primarily  to  proceeds  of sales of revenue  equipment  net of
purchases  of  revenue  equipment.  The  Company  expects  capital  expenditures
(primarily for revenue  equipment and satellite  communications  units),  net of
revenue  equipment  trade-ins,  to be  approximately  $8.0  million  during  the
remaining six months of 2002. Such projected  capital  expenditures are expected
to be funded with a combination of cash flow from operations and borrowings.

     Net cash used in  financing  activities  of $4.7 million for the six months
ended  June 30,  2002,  consisted  primarily  of  principal  repayments,  net of
borrowings,  made  under  the  Company's  line  of  credit  and  long-term  debt
obligations.

     At June 30, 2002, the Company had  outstanding  long-term  debt  (including
line of credit and current maturities) of approximately  $47.3 million,  most of
which was  comprised  of  obligations  for the  purchase  of revenue  equipment.
Approximately $26.4 million consisted of borrowings from financial  institutions
and  equipment  manufacturers  and $20.9  million  was the amount owed under the
Company's revolving credit facility. Interest rates on this debt range from 3.3%
to 7.6% with maturities through 2009.

     The  Company is party to a  financing  agreement  with  LaSalle  Bank which
expires on December 31, 2004, and provides for automatic one-year renewals under
certain conditions.  The agreement provides for a term loan, a revolving line of
credit,  and a capital  expenditure  loan. At June 30, 2002, the term loan had a
balance of $15.8  million,  and was  payable in equal  monthly  installments  of
$244,000 in principal.  The revolving line of credit allows for borrowings of up
to 85 percent of eligible  receivables,  or approximately  $12.2 million at June
30, 2002, on which the Company had drawn  approximately $9.4 million,  including
the $5.5 million letters of credit discussed below. The capital expenditure loan
allows for borrowing up to 80 percent of the purchase price of revenue equipment
purchased with such advances provided  borrowings under the capital  expenditure
loan are limited to $2.0 million annually, and $4.0 million over the term of the
agreement.  At June 30, 2002, the amount due under the capital  expenditure loan
was $1.2 million.  The  combination of all loans with LaSalle Bank cannot exceed
$32.5 million.

     The financing  agreement also includes  financing for letters of credit. At
June 30,  2002,  the Company had  outstanding  letters of credit  totaling  $5.5
million for self-insured amounts under its insurance programs.  These letters of
credit  directly reduce the amount of potential  borrowings  available under the
financing agreement discussed above.

     All borrowings under this financing arrangement bear interest at the bank's
prime rate,  and the Company is required to pay a facility fee on the  financing
agreement of .25% of the maximum loan limit ($32.5  million).  Borrowings  under
the agreement are secured by liens on revenue  equipment,  accounts  receivable,
and certain other assets.
                                                                     Page 15
<PAGE>
     The financing  arrangement with LaSalle Bank also requires  compliance with
certain financial  covenants,  including  compliance with a minimum tangible net
worth,  capital  expenditure  limits,  and a fixed charge coverage ratio. In May
2002,  the tangible net worth and fixed charge  coverage  covenant  requirements
were amended.  The Company was in compliance with all covenants,  as amended, at
June 30, 2002.

     Equipment financing provided by a manufacturer contains a minimum net worth
requirement which the Company was in compliance with at June 30, 2002.

Contractual Obligations and Commercial Commitments

     The  following  tables  set forth  the  contractual  obligations  and other
commercial commitments as of June 30, 2002:
<TABLE>
                                                                 Principal Payments Due by Year

                                                                         (In Thousands)

                                                               Less than                                 After
Contractual Obligations                           Total        One year      2-3 years    4-5 years     5 years
------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>           <C>           <C>
Long-term debt                               $   47,264     $   12,107     $    24,363   $   9,174     $   1,620

Operating leases                                    619            545              74           -             -

                                              --------------------------------------------------------------------
Total contractual cash obligations           $   47,883     $   12,652     $    24,437   $   9,174     $   1,620
                                              ====================================================================
</TABLE>
The Company had no other commercial commitments at June 30, 2002.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make decisions based upon estimates,  assumptions,  and factors it
considers as relevant to the circumstances. Such decisions include the selection
of  applicable   accounting   principles  and  the  use  of  judgment  in  their
application,  the results of which  impact  reported  amounts  and  disclosures.
Changes in future economic conditions or other business circumstances may affect
the outcomes of  management's  estimates and  assumptions.  Accordingly,  actual
results  could  differ  from those  anticipated.  A summary  of the  significant
accounting policies followed in preparation of the financial statements included
in  this  Form  10-Q  is  contained  in  Note  1 of the  consolidated  financial
statements  included in the Company's  Form 10-K for the year ended December 31,
2001.  Other  footnotes  in the  Form  10-K  describe  various  elements  of the
financial  statements  included in this Form 10-Q and the  assumptions  on which
specific amounts were determined.

       The Company's critical accounting policies include the following:

Revenue Recognition

     The Company generally  recognizes  operating revenue when the freight to be
transported   has  been   loaded.   The  Company   operates   primarily  in  the
short-to-medium  length haul category of the trucking industry;  therefore,  the
Company's   typical  customer  delivery  is  completed  one  day  after  pickup.
Accordingly, this method of revenue recognition is not materially different from
recognizing  revenue  based on completion  of delivery.  The Company  recognizes
operating  revenue  when the  freight is  delivered  for longer haul loads where
delivery  is  completed  more  than one day after  pickup.  Amounts  payable  to
independent  contractors  for purchased  transportation,  to Company drivers for
wages,  and other  direct  expenses  are  accrued  when the  related  revenue is
recognized.

Property and Equipment

     Property and  equipment are recorded at cost.  Depreciation  is provided by
use of the  straight-line  and  declining-balance  methods over lives of 5 to 39
years for  buildings and  improvements,  5 to 7 years for tractors and trailers,
and 3 to 10 years  for  other  equipment.  Tires  purchased  as part of  revenue
equipment are  capitalized  as a cost of the  equipment.  Replacement  tires are
expensed when placed in service.  Expenditures for maintenance and minor repairs
are  charged  to  operations,   and  expenditures  for  major  replacements  and
betterments are capitalized.  The cost and related  accumulated  depreciation on
property and equipment retired, traded, or sold are eliminated from the property
accountsat the time of retirement,  trade,  or sale. In accordance with industry
practices, the gain or loss on retirement or
                                                                     Page 16

<PAGE>

sale is included in depreciation and amortization in the consolidated statements
of  operation.  Gains on trade-ins  are deferred and reduce the basis of the new
asset.

Estimated Liability for Insurance Claims

     Losses  resulting  from  personal  liability,   physical  damage,  workers'
compensation,  and cargo  loss and damage are  covered by  insurance  subject to
certain deductibles.  Losses resulting from uninsured claims are recognized when
such losses are known and can be estimated.  The Company estimates and accrues a
liability for its share of ultimate settlements using all available information.
The Company accrues for health insurance claims reported,  as well as for claims
incurred but not reported,  based upon the Company's past  experience.  Expenses
depend on actual loss experience and changes in estimates of settlement  amounts
for open claims which haven not been fully resolved.  However,  final settlement
of these claims could differ materially from the amounts the Company has accrued
at period-end.

Impairment of Long-lived Assets

     Long-lived  assets and certain  identifiable  intangibles  are reviewed for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net undiscounted  cash flows expected to be generated by the asset. If
such assets are  considered to be impaired,  the  impairment to be recognized is
measured  by the amount by which the  carrying  amount of the assets  exceed the
fair value of the assets.  Assets to be disposed of are reported at the lower of
the carrying amount or fair value less the costs to sell.

New Accounting Pronouncements

     In June 2002, the FASB issued  Statement No. 146 (FAS 146),  Accounting for
Costs  Associated with Exit or Disposal  Activities,  which addresses  financial
accounting and reporting for costs associated with exit or disposal  activities.
Under FAS 146,  such costs will be  recognized  when the  liability is incurred,
rather than at the date of commitment to an exit plan.  FAS 146 is effective for
exit or disposal  activities  that are initiated  after December 31, 2002,  with
early application permitted. The Company does not expect the adoption of FAS 146
to have a material effect on the financial statements.

Quantitative and Qualitative Disclosures About Market Risks

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

Interest Rate Risk

     The Company's  financing  agreement  with LaSalle Bank,  provided there has
been no default, carries a variable interest rate based on LaSalle's prime rate.
In addition,  approximately  $20.5 million of the  Company's  other debt carries
variable  interest rates. This variable interest exposes the Company to the risk
that interest rates may rise. The remainder of the Company's  other debt carries
fixed interest rates and exposes the Company to the risk that interest rates may
fall.  At June 30,  2002,  approximately  87% of the  Company's  debt  carries a
variable  interest rate and the remainder is fixed.  Each one  percentage  point
increase  or decrease in interest  rates  effects the  Company's  pretax loss by
approximately $414,000,  assuming the $47.3 million outstanding at June 30, 2002
of which 87% carries variable rates.

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.  During the quarter  ended June 30, 2002,  the Company had no such
agreements in place.  The Company does not trade in these  derivatives  with the
objective of earning financial gains on price fluctuations, nor does it trade in
these instruments when there are no underlying transaction related exposures.

                                                                     Page 17
<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities and Use of Proceeds.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     On May 10, 2002,  the Company held its annual meeting of  stockholders  for
     the  purpose of (a)  ratifying  the  selection  of KPMG LLP as  independent
     auditors for the Company for the fiscal year ending  December 31, 2002, (b)
     approving the Smithway Motor Xpress Corp. New Employee Incentive Stock Plan
     for the purpose of qualifying  options  granted under the Plan as incentive
     stock options for tax purposes, and (c) electing six directors for one-year
     terms.  Proxies for the meeting were solicited pursuant to Section 14(a) of
     the  Securities  Exchange  Act of 1934,  and there was no  solicitation  in
     opposition to  management's  nominees.  Each of  management's  nominees for
     director  as  listed  in  the  Proxy  Statement  was  elected.  The  voting
     tabulation  on the  selection of  accountants  was  5,384,493  votes "FOR",
     19,793 votes "AGAINST", and 3,605 votes "ABSTAIN." The voting tabulation on
     the approval of the New Employee  Stock  Incentive  Plan for the purpose of
     qualifying  options  granted as incentive stock options for tax purpose was
     4,168,410 "FOR",  439,026 votes "AGAINST",  and 13,698 votes "ABSTAIN." The
     voting tabulation on the election of directors was as follows:
<TABLE>
                                                  Shares             Shares                   Shares
                                                   voted              voted                    voted
                                                   "FOR"          "AGAINST"                "ABSTAIN"
<S>                                            <C>                 <C>                      <C>
William G. Smith                               5,026,564                  0                  394,927
G. Larry Owens                                 5,023,935                  0                  397,556
Donald A. Orr                                  5,011,555                  0                  409,936
Terry G. Christenberry                         5,026,241                  0                  395,250
Herbert D. Ihle                                5,026,779                  0                  394,712
Robert E. Rich                                 5,026,779                  0                  394,712
</TABLE>

Item 5.  Other Information.

     None.

                                                                     Page 18

<PAGE>

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

  (a) Exhibits
<TABLE>
Exhibit
Number                                     Description
<S>        <C>             <C>
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       **              1997 Profit Incentive Plan, adopted May 8, 1997.
10.7       ***             Amendment No. 2 to Smithway Motor Xpress Corp. Incentive Stock Plan, adopted May 7,
                           1999.
10.8       ****            Form of Outside Director Stock Option Agreement dated July 27, 2000, between Smithway
                           Motor Xpress Corp. and each of its non-employee directors.
10.9       +               New Employee Incentive Stock Plan, adopted August 6, 2001.

10.10      +               Amended and Restated Loan and Security Agreement dated December 28, 2001, between
                           LaSalle Bank National Association, Smithway Motor Xpress, Inc., as Borrower, and East West
                           Motor Xpress, Inc., as Borrower.
10.11      +               Letter Agreement dated August 6, 2001, between Smithway Motor Xpress, Inc. and Donald
                           A. Orr.
10.12      #               First Amendment to Amended and Restated Loan and Security Agreement dated May 10, 2002,
                           between LaSalle Bank National Association, Smithway Motor Xpress, Inc., as Borrower, and
                           East West Motor Express, Inc., as Borrower.
---------------------------

*      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 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 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, 2000.  Commission File No. 000-20793, dated November 3, 2000.

+      Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December
       31, 2001.  Commission File No. 000-20793, dated March 28, 2002.

#      Filed herewith.
</TABLE>
                                                                     Page 19
<PAGE>

  (b) Reports on Form 8-K.

     None.

                                                                     Page 20

<PAGE>

                                    SIGNATURE

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

                                    SMITHWAY MOTOR XPRESS CORP.,
                                    a Nevada corporation


Date: August 14, 2002               By:   /s/ Douglas C. Sandvig
                                        ------------------------------
                                    Douglas C. Sandvig
                                    Controller and Chief Accounting Officer













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