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, 1999

(  )     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                     (I.R.S. employer identification
  of incorporation or                                       number)
     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 6, 1999).

             Class A Common Stock, $.01 par value: 4,035,876 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares

                                                 Exhibit Index is on Page 19-20.



                                                             Page Number 1 of 21

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                                                                           PAGE
                                                                         NUMBER

Item 1.  Financial Statements.............................................  3-8

         Condensed Consolidated Balance Sheets as of June 30, 1999
         (unaudited) and December 31, 1998................................  3-4

         Condensed Consolidated Statements of Earnings for the
         three and six months ended June 30, 1999 and 1998 (unaudited)....    5

         Condensed Consolidated Statements of Cash Flows for the
         six months ended June 30, 1999 and 1998 (unaudited)..............  6-7

         Notes to Condensed Consolidated Financial Statements
         (unaudited)......................................................    8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.............................. 9-16

Item 3.  Quantitative and Qualitative Disclosures About Market Risks......16-17


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.................................................  18
Item 2.  Changes in Securities.............................................  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


                           FORWARD LOOKING STATEMENTS

         This document contains  forward-looking  statements.  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,sur-
plus 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 Number 2 of 21



<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>


                                                                                   June 30,        December 31,
                                                                                     1999               1998
                                                                              ------------------ ------------------
                                                                                 (unaudited)
<S>                                                                           <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents...................................................$            2,607 $            1,276
  Receivables:
    Trade.....................................................................            19,580             15,481
    Other.....................................................................             1,719              1,366
    Recoverable income taxes..................................................                 -                270
  Inventories.................................................................             1,585              1,537
  Deposits, primarily with insurers...........................................               232                391
  Prepaid expenses............................................................             1,458              1,110
  Deferred income taxes.......................................................               660                510
                                                                              ------------------ ------------------
         Total current assets.................................................            27,841             21,941
                                                                              ------------------ ------------------
Property and equipment:
  Land........................................................................             1,045                881
  Buildings and improvements..................................................             6,738              6,147
  Tractors....................................................................            67,209             60,915
  Trailers....................................................................            40,747             39,194
  Other equipment.............................................................             6,473              6,269
                                                                              ------------------ ------------------
                                                                                         122,212            113,406
  Less accumulated depreciation...............................................            31,582             26,269
                                                                              ------------------ ------------------
         Net property and equipment...........................................            90,630             87,137
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,828              5,892
Other assets..................................................................               257                524
                                                                              ------------------ ------------------

                                                                              $          124,556 $          115,494
                                                                              ================== ==================

</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                             Page Number 3 of 21

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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



                                                                                  June 30,          December 31,
                                                                                    1999                1998
                                                                              ----------------    -----------------
                                                                                (unaudited)
<S>                                                                           <C>                 <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt .......................................  $        8,520      $         8,124
  Accounts payable............................................................           6,785                3,280
  Accrued compensation........................................................           2,904                1,714
  Accrued loss reserves.......................................................           1,553                1,204
  Other accrued expenses......................................................           1,098                  808
  Income taxes payable........................................................               7                    -
                                                                              ----------------    -----------------
         Total current liabilities............................................          20,867               15,130
Long-term debt, less current maturities.......................................          51,863               53,579
Deferred income taxes.........................................................          13,220               11,380
                                                                              ----------------    -----------------
         Total liabilities....................................................          85,950               80,089
                                                                              ----------------    -----------------
Stockholders' equity:
  Preferred stock.............................................................               -                    -
  Common stock:
    Class A...................................................................              40                   40
    Class B...................................................................              10                   10
  Additional paid-in capital..................................................          11,412               11,311
  Retained earnings...........................................................          27,144               24,118
  Reacquired shares, at cost..................................................               -                  (74)
                                                                              ----------------    -----------------
         Total stockholders' equity...........................................
                                                                                        38,606               35,405
                                                                              ----------------    -----------------
                                                                                $      124,556    $         115,494
                                                                              ================    =================


</TABLE>


See accompanying notes to condensed consolidated financial statements.
                                                             Page Number 4 of 21

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                      Three months ended                  Six months ended
                                                           June 30,                           June 30,
                                                      1999             1998           1999              1998
                                                ----------------   ------------   ------------   ------------------
<S>                                             <C>                <C>            <C>            <C>

Operating revenue:
     Freight....................................$         50,888    $    40,762   $     98,094   $           74,056
     Other......................................             229             73            318                  170
                                                ----------------   ------------   ------------   ------------------
           Operating revenue....................          51,117         40,835         98,412               74,226
                                                ----------------   ------------   ------------   ------------------
Operating expenses:
     Purchased transportation...................          20,655         17,436         39,544               30,642
     Compensation and employee benefits..........         12,283          9,919         24,003               17,785
     Fuel, supplies, and maintenance.............          6,150          4,976         11,668                9,320
     Insurance and claims........................            765            583          2,005                1,320
     Taxes and licenses..........................            976            719          1,967                1,351
     General and administrative..................          1,865          1,582          3,588                2,930
     Communications and utilities................            566            429          1,144                  842
     Depreciation and amortization...............          3,974          2,795          7,460                5,147
                                                 ----------------   ------------   ------------   ------------------
          Total operating expenses...............         47,234         38,439         91,379               69,337
                                                 ----------------   ------------   ------------   ------------------
          Earnings from operations...............          3,883          2,396          7,033                4,889

Financial (expense) income
     Interest expense...........................           (959)          (732)        (1,913)              (1,317)
     Interest income............................             28             55             69                  135
                                                ----------------   ------------   ------------   ------------------
          Earnings before income taxes..........           2,952          1,719          5,189                3,707
Income taxes....................................           1,230            698          2,163                1,543
                                                ----------------   ------------   ------------   ------------------
          Net earnings..........................$          1,722    $     1,021   $      3,026   $            2,164
                                                ================   ============   ============   ==================
Basic and diluted earnings
per common share................................$           0.34    $      0.20   $       0.60   $             0.43
                                                ================   ============   ============   ==================
Basic weighted average common
shares outstanding..............................       5,030,931      5,013,592      5,025,940            5,009,682

     Common stock options and awards............           2,022         55,266          1,386               47,499
                                                ----------------   -------------  -------------   -----------------
Diluted weighted average
common shares outstanding.......................       5,032,953      5,068,858      5,027,326            5,057,181
                                                ================   ============   ============   ==================

</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                             Page Number 5 of 21

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                     ------------------------------
                                                                                         1999            1998
                                                                                     ------------   ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net earnings.......................................................................$      3,026   $         2,164
                                                                                     ------------   ---------------
  Adjustments to reconcile net earnings to net cash provided by operating
  activities:
    Depreciation and amortization....................................................       7,460             5,147
    Deferred income taxes............................................................       1,690               965
    Provision for bad debts..........................................................           -                22
    Stock bonuses....................................................................         176               163
    Changes in:
      Receivables....................................................................      (4,452)           (4,002)
      Inventories....................................................................         (48)              (54)
      Deposits, primarily with insurers..............................................         158               502
      Prepaid expenses...............................................................        (348)             (159)
      Accounts payable and other accrued liabilities.................................       5,610             1,896
                                                                                     ------------   ---------------
             Total adjustments.......................................................      10,246             4,480
                                                                                     ------------   ---------------
             Net cash provided by operating activities...............................      13,272             6,644
                                                                                     ------------   ---------------
Cash flows from investing activities:
  Payments for acquisitions..........................................................           -           (11,516)
  Purchase of property and equipment.................................................      (8,600)           (3,949)
  Proceeds from the sale of property and equipment...................................       1,696               870
  Other .............................................................................         117                37
                                                                                     ------------   ---------------
             Net cash used in investing activities...................................      (6,787)          (14,558)
                                                                                     ------------   ---------------
Cash flows from financing activities:
  Proceeds from long-term debt.......................................................           -            11,000
  Principal payments on long-term debt...............................................      (5,154)           (4,317)
                                                                                     ------------   ---------------
             Net cash (used in) provided by financing activities.....................      (5,154)            6,683
                                                                                     ------------   ---------------

             Net increase (decrease) in cash and cash equivalents....................       1,331            (1,231)

Cash and cash equivalents at beginning of period.....................................       1,276             4,082
                                                                                      ------------   ---------------
Cash and cash equivalents at end of period........................................... $     2,607   $         2,851
                                                                                     =============  ================

</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                             Page Number 6 of 21

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>


                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                 ----------------------------------
                                                                                        1999             1998
                                                                                 ---------------   ----------------
<S>                                                                              <C>               <C>
Supplemental disclosure of cash flow information:

  Cash paid during the period for:

      Interest..................................................................    $     1,704    $         1,498
      Income taxes..............................................................            197                628
                                                                                  ==============   ================

Supplemental schedules of noncash investing and financing activities:

    Notes payable issued for tractors and trailers..............................    $     3,834    $         3,554
    Issuance of stock bonuses...................................................            176                163
    Liability issued for intangible assets......................................              -              1,154
                                                                                 ==============   =================


Cash payments for acquisitions:

    Revenue equipment...........................................................   $           -    $        8,913
    Intangible assets...........................................................               -             1,332
    Land, buildings and other assets............................................               -             1,271
                                                                                 ---------------   ----------------
Total cash paid for acquisitions................................................   $           -    $       11,516
                                                                                 ===============   ================

</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                             Page Number 7 of 21

<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  subsidiaries,  Smithway  Motor Xpress,  Inc. and East West Motor
         Express, Inc. (East West). JHT, Inc. (JHT), a subsidiary of the Company
         at December 31, 1998,  was merged into Smithway  Motor Xpress,  Inc. in
         February, 1999. 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  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, 1998 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,  1998.  Results of  operations  in interim
         periods are not necessarily  indicative of results to be expected for a
         full year.

Note 2. Effect of New Accounting Standards

         Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
         for Derivative Instruments and Hedging Activities," as amended by  SFAS
         No. 137,   will be  effective for the   Company for the year beginning
         January 1, 2001.  Management is evaluating  the impact the adoption of
         SFAS No. 133 will have on the Company's consolidated  financial  state-
         ments.  The Company  expects to adopt SFAS No. 133 when required.



                                                             Page Number 8 of 21

<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 second  quarter and first six months of the Company's 1999
and 1998 fiscal years.

         The Company has expanded  its  operations  substantially  over the past
three years through a combination of internal growth and  acquisitions.  For the
three  months  ended June 30,  1999,  revenue  increased  25.2% and net earnings
increased  68.7% compared with the same period in 1998. For the six months ended
June 30, 1999, revenue increased 32.6% and net earnings increased 39.8% compared
with the same period in 1998.

         The Company  significantly  increased its dry van  operations  with the
acquisition of East West and JHT in 1998. The Company's  increasing revenue from
dry van operations has affected its operating  statistics.  Company-wide revenue
per loaded mile has  decreased  to $1.32 in the 1999  quarter from $1.33 in 1998
quarter,  primarily  because  revenue per loaded mile for the  Company's dry van
freight is lower than for its flatbed  freight.  Management  believes,  however,
that the dry van freight can be comparable in  profitability  to flatbed freight
because it typically  generates  fewer empty miles and greater miles per tractor
than flatbed  freight.  Management  expects that the percentage of the Company's
revenue  generated  by dry van  freight  will  increase  in 1999  because of the
acquisition of JHT in October 1998.  Fluctuations in revenue per loaded mile and
other operating  statistics may occur from time-to-time as the Company's freight
mix changes due to acquisitions and other factors.

         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.  Accordingly,  management intends  to evaluate the Company's  efficiency
using pretax margin and net margin rather than operating ratio.



                                                             Page Number 9 of 21

<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, 1999 and
1998:

<TABLE>
<CAPTION>

                                                                      Three Months                 Six Months
                                                                          Ended                      Ended
                                                                         June 30,                   June 30,
                                                                   1999          1998          1999         1998
                                                                -----------   -----------    ---------   ----------
<S>                                                             <C>           <C>            <C>         <C>

Operating revenue...............................................     100.0%        100.0%       100.0%       100.0%
Operating expenses
  Purchased transportation......................................      40.4          42.7         40.2         41.3
  Compensation and employee benefits............................      24.0          24.3         24.4         24.0
  Fuel, supplies, and maintenance...............................      12.0          12.2         11.9         12.6
  Insurance and claims..........................................       1.5           1.4          2.0          1.8
  Taxes and licenses............................................       1.9           1.8          2.0          1.8
  General and administrative....................................       3.6           3.9          3.6          3.9
  Communications and utilities..................................       1.1           1.0          1.2          1.1
  Depreciation and amortization.................................       7.8           6.8          7.6          6.9
                                                                -----------   -----------    ---------   ----------
    Total operating expenses....................................      92.4          94.1         92.9         93.4
                                                                -----------   -----------    ---------   ----------
Earnings from operations........................................       7.6           5.9          7.1          6.6
Interest expense (net)..........................................      (1.8)         (1.7)        (1.8)        (1.6)
                                                                -----------   -----------    ---------   ----------
Earnings before income taxes....................................       5.8           4.2          5.3          5.0
Income taxes....................................................       2.4           1.7          2.2          2.1
                                                                -----------   -----------    ---------   ----------
Net earnings....................................................       3.4%          2.5%         3.1%         2.9%
                                                                ===========   ===========    =========   ==========
</TABLE>

Comparison of three months ended June 30, 1999 with three months
ended June 30, 1998

         Operating  revenue  increased  $10.3  million  (25.2%) to $51.1 million
during the 1999 quarter from $40.8  million  during the 1998  quarter.  Expanded
business with existing customers and revenue from the acquired operations of JHT
in October 1998  contributed to the Company's  revenue growth.  Weighted average
tractors  increased 28.6% to 1,540 during the 1999 quarter from 1,198 during the
1998 quarter.  This was offset by a decrease in average  revenue per tractor per
week to $2,399 during the 1999 quarter from $2,425 during the 1998 quarter.

         Purchased  transportation  increased  $3.2  million  (18.5%)  to  $20.7
million  in the 1999  quarter  from  $17.4  million  in the 1998  quarter as the
Company's  business  expanded and the Company  contracted with more  independent
contractor providers of revenue equipment. As a percentage of revenue, purchased
transportation  decreased  to 40.4% of revenue in the 1999 quarter from 42.7% in
the 1998 quarter.  This reflects a decrease in the amount of freight brokered by
the  Company and a slight  decrease in the  percentage  of the  Company's  fleet
supplied by independent contractors.

         Compensation  and employee  benefits  increased $2.4 million (23.8%) to
$12.3 million in the 1999 quarter from $9.9 million in the   1998 quarter. As a
percentage of revenue, compensation and employee benefits   decreased  to  24.0%
of  revenue  in the 1999  quarter  from  24.3% in the 1998 quarter. The decrease
was attributable to a decrease in workers compensation claims paid and reserved.

                                                            Page Number 10 of 21

<PAGE>

         Fuel, supplies,  and maintenance increased $1.2 million (23.6%) to $6.2
million  in the  1999  quarter  from  $5.0  million  in the 1998  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 12.0% of
revenue for the 1999 quarter compared with 12.2% for the 1998 quarter.  This was
the result of a reduction in maintenance costs and tires expense which more than
offset a 2.9% increase in average fuel costs to $1.07 per gallon during the 1999
quarter from $1.04 per gallon during the 1998 quarter.

         Insurance and claims increased $182,000 (31.2%) to $765,000 in the 1999
quarter from $583,000 in the 1998 quarter. As a percentage of revenue, insurance
and claims remained  essentially constant at 1.5% of revenue in the 1999 quarter
and 1.4% in the 1998 quarter.

         Taxes and licenses  increased  $257,000 (35.7%) to $976,000 in the 1999
quarter from  $719,000 in the 1998 quarter  reflecting an increase in the number
of tractors  licensed by the Company and an increase in the number of  shipments
requiring special permits during the 1999 quarter.  The special permits are paid
for by the  shippers.  As a percentage of revenue,  taxes and licenses  remained
essentially constant at 1.9% of revenue in the 1999 quarter and 1.8% in the 1998
quarter.

         General and administrative  expenses increased $283,000 (17.9%) to $1.9
million  in the  1999  quarter  from  $1.6  million  in the 1998  quarter.  As a
percentage of revenue,  general and administrative expenses decreased to 3.6% of
revenue  in the 1999  quarter  from  3.9% in the 1998  quarter as a result of  a
decrease in freight  revenue being  dispatched by terminal  agents  resulting in
less commissions paid during the 1999 quarter.

         Communications and utilities  increased $137,000 (31.9%) to $566,000 in
the 1999 quarter from $429,000 in the 1998 quarter.  As a percentage of revenue,
communications and utilities remained essentially constant at 1.1% of revenue in
the 1999 quarter and 1.0% in the 1998 quarter.

         Depreciation  and  amortization  increased $1.2 million (42.2%) to $4.0
million  in the  1999  quarter  from  $2.8  million  in the 1998  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 7.8% of
revenue in the 1999  quarter  from 6.8% in the 1998  quarter.  The  increase was
attributable  to a larger fleet of  Company-owned  tractors and trailers,  which
increased the cost of equipment being depreciated,  an increase in the number of
Company-owned tractors financed with debt rather than operating leases, slightly
lower revenue per tractor,  and  an  increase  in  goodwill  amortization  as a
result of three acquisitions in 1998, two occurring after the 1998 quarter.

          Interest  expense (net) increased  $254,000 (37.5%) to $931,000 in the
1999  quarter from  $677,000 in the 1998  quarter.  As a percentage  of revenue,
interest expense (net) remained  essentially  constant at 1.8% of revenue in the
1999 quarter and 1.7% in the 1998 quarter.

         As a result of the foregoing,  the Company's pretax margin increased to
5.8% in the 1999 quarter from 4.2% in the 1998 quarter.
                                                            Page Number 11 of 21

<PAGE>


         The  Company's  effective  tax rate was 41.7% for the 1999  quarter and
40.6% for the 1998  quarter.  The effective tax rate is higher than 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
drivers to independent contractors and the Company's net earnings.

         Primarily  as a result of the factors  described  above,  net  earnings
increased $701,000 (68.7%) to $1.7 million (3.4% of revenue) in the 1999 quarter
from $1.0 million (2.5% of revenue) in the 1998 quarter.

Comparison of six months ended June 30, 1999, with six months ended
June 30, 1998

         Operating  revenue  increased  $24.2  million  (32.6%) to $98.4 million
during the 1999  period  from $74.2  million  during the 1998  period.  Expanded
business with existing customers and revenue from the acquired operations of JHT
in October 1998  contributed to the Company's  revenue growth.  Weighted average
tractors  increased  35.9% to 1,534 during the 1999 period from 1,129 during the
1998 period.  The increase in fleet size was  partially  offset by a decrease in
average  revenue  per  tractor  per week to $2,312  during the 1999  period from
$2,341 during the 1998 period.

         Purchased  transportation  increased  $8.9  million  (29.1%)  to  $39.5
million  in the  1999  period  from  $30.6  million  in the 1998  period  as the
Company's  business  expanded and the Company  contracted with more  independent
contractor providers of revenue equipment. As a percentage of revenue, purchased
transportation  decreased  to 40.2% of revenue in the 1999  period from 41.3% in
the 1998 period. This reflects a decrease in the amount of freight brokered by
the Company and a slight decrease in the percentage of the Company's fleet
supplied by independent contractors.

         Compensation  and employee  benefits  increased $6.2 million (35.0%) to
$24.0  million in the 1999 period from $17.8  million in the 1998  period.  As a
percentage of revenue,  compensation and employee benefits increased to 24.4% of
revenue in the 1999  period  from 24.0% in the 1998  period.  The  increase  was
attributable  to an increase in the per-mile wage paid to van division  drivers,
and an increase  in the number of trainers  and  trainees,  which was  partially
offset by a decrease in the workers compensation claims paid and reserved.

         Fuel, supplies, and maintenance increased $2.3 million (25.2%) to $11.7
million in the 1999 period from $9.3 million in the 1998 period. As a percentage
of revenue,  fuel, supplies,  and maintenance  decreased to 11.9% of revenue for
the 1999  period  compared  with 12.6% for the 1998  period.  The  decrease as a
percentage  of revenue  reflected a 3.8% decrease in average fuel costs to $1.01
per gallon  during the 1999 period from $1.05 per gallon  during the 1998 period
and a reduction in maintenance costs and tires expense.

         Insurance and claims increased  $685,000 (51.9%) to $2.0 million in the
1999 period from $1.3  million in the 1998 period.  As a percentage  of revenue,
insurance  and claims  increased to 2.0% of revenue in the 1999 period from 1.8%
in the 1998 period as a result of increased insurance claims paid and reserved.

         Taxes and licenses  increased  $616,000  (45.6%) to $2.0 million in the
1999 period from $1.3 million in the 1998 period  reflecting  an increase in the
number of  tractors  licensed  by the  Company  and an increase in the number of
shipments  requiring special permits during the 1999 period. The special permits
are paid for by the  shippers.  As a percentage  of revenue,  taxes and licenses
increased  to 2.0% of revenue in the 1999  period  from 1.8% in the 1998  period
because  of  lower  average  revenue  per  tractor  per week and the cost of the
special permits.

                                                            Page Number 12 of 21
<PAGE>
         General and administrative  expenses increased $658,000 (22.5%) to $3.6
million in the 1999 period from $2.9 million in the 1998 period. As a percentage
of revenue,  general and administrative expenses decreased to 3.6% of revenue in
the 1999  period  from  3.9% in the 1998  period as a result  of a  decrease  in
freight  revenue  being   dispatched  by  terminal  agents   resulting  in  less
commissions paid during the 1999 period.  Additionally,  certain fixed costs are
being spread over a larger revenue base.

         Communications and utilities increased $302,000 (35.9%) to $1.1 million
in the 1999 period from $842,000 in the 1998 period. As a percentage of revenue,
communications and utilities remained essentially constant at 1.2% of revenue in
the 1999 period and 1.1% in the 1998 period.

         Depreciation  and  amortization  increased $2.3 million (44.9%) to $7.5
million in the 1999 period from $5.1 million in the 1998 period. As a percentage
of revenue,  depreciation and  amortization  increased to 7.6% of revenue in the
1999 period from 6.9% in the 1998 period.  The increase  was  attributable  to a
larger fleet of Company-owned tractors and trailers, which increased the cost of
equipment being depreciated, an increase in the number of Company-owned tractors
financed  with debt rather than  operating  leases,  slightly  lower revenue per
tractor,  and  an  increase  in  goodwill  amortization  as a  result  of  three
acquisitions in 1998, two occurring after the 1998 period.

         Interest  expense (net) increased  $662,000  (56.0%) to $1.8 million in
the 1999  period  from $1.2  million  in the 1998  period.  As a  percentage  of
revenue,  interest expense (net) increased to 1.8% of revenue in the 1999 period
from 1.6% in the 1998  period,  due to higher  average  debt  balances  of $61.0
million in the 1999 period compared with $37.3 million in the 1998 period.

         As a result of the foregoing,  the Company's pretax margin increased to
5.3% in the 1999 period from 5.0% in the 1998 period.

         The  Company's  effective  tax rate was 41.7% for the 1999  period  and
41.6% for the 1998 period.  The  effective  tax rate is higher than 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
drivers to independent contractors and the Company's net earnings.

         Primarily  as a result of the factors  described  above,  net  earnings
increased  $862,000 (39.8%) to $3.0 million (3.1% of revenue) in the 1999 period
from $2.2 million (2.9% of revenue) in the 1998 period.

Liquidity and Capital Resources

          The growth of the Company's business has  required significant invest-
ments in new revenue equipment that the Company  historically has financed  with
borrowing under installment notes payable to commercial lending institutions and
equipment manufacturers, borrowings under lines of credit, cash flow from opera-
tions, equipment leases from third-party lessors, and proceeds of the  Company's
initial public  offering.  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


                                                            Page Number 13 of 21

<PAGE>



sources of liquidity  currently are funds  provided by operations and borrowings
under credit agreements with financial institutions and equipment manufacturers.
Management  believes  that its  sources of  liquidity  are  adequate to meet its
currently  anticipated working capital requirements,  capital expenditures,  and
other needs at least through 1999.

         Net cash provided by operating activities was $13.3 million for the six
months ended June 30, 1999. The primary sources of cash from operations were net
earnings  of  $3.0  million  increased  by  $7.5  million  in  depreciation  and
amortization,  and a $5.6 million increase in accounts payable and other accrued
liabilities.  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 $4.5 million for the six months
ended June 30, 1999.  The average age of the Company's  accounts  receivable was
approximately  34.5  days  for the 1999  period  versus  33.1  days for the 1998
period.

         Net cash  used in  investing  activities  of $6.8  million  in the 1999
period related primarily to purchases,  sales, and trades of revenue  equipment.
The Company expects capital  expenditures  (primarily for revenue  equipment and
satellite  communications  units),  net of revenue  equipment  trade-ins,  to be
approximately  $14.2  million  during the  remaining  six  months of 1999.  Such
projected  capital  expenditures  will be funded with a combination of cash flow
from operations, borrowings, and operating leases.

         Net cash  used in  financing  activities  of $5.2  million  for the six
months ended June 30, 1999 consisted  entirely of principal  payments made under
the Company's long-term debt obligations.

         At June 30, 1999, the Company had outstanding long-term debt (including
current maturities) of approximately $60.4 million,  most of which was comprised
of  obligations  for the  purchase  of revenue  equipment.  Approximately  $34.5
million  consisted of  borrowings  from  financial  institutions  and  equipment
manufacturers,  $25 million  represented  the amount  drawn under the  Company's
revolving  credit  facility,   and  $900,000  represented  future  payments  for
purchases of intangible assets.  Interest rates on this debt range from 5.81% to
6.71% with maturities through 2003.

         At June 30, 1999, the revolving credit facility provided for borrowings
of up to $40.0  million,  based upon  certain  accounts  receivable  and revenue
equipment values.  Based upon the borrowing levels at June 30, 1999, the Company
had $7.6 million of remaining borrowing capacity under this credit facility. The
interest  rate  under the  credit  facility  is 1.5% plus the LIBOR rate for the
corresponding period. The credit facility is secured and contains covenants that
impose certain minimum  financial ratios and limit additional liens, the size of
certain mergers and acquisitions, dividends, and other matters. The Company  was
in compliance with the terms of the credit facility at June 30, 1999.


                                                            Page Number 14 of 21



<PAGE>


Year 2000

         The Year 2000 issue,  common to most companies,  concerns the inability
of   information   and   noninformation   systems  to   recognize   and  process
date-sensitive information after 1999 due to the use of only the last two digits
to refer to a year. This problem could affect both information systems (software
and hardware) and other equipment that relies on microprocessors. Management has
completed a  Company-wide  evaluation  of this impact on its  computer  systems,
applications  and  other   date-sensitive   equipment.   The  Company's  primary
information  technology systems ("IT Systems") include hardware and software for
billing, dispatch,  electronic data interchange,  fueling, payroll and satellite
communications systems. These IT Systems include both Company-developed software
and  software  designed by  third-parties.  The primary IT System  designed by a
third party is the satellite tracking system,  which tracks equipment locations,
provides dispatch and routing  information and allows in-cab  communication with
drivers.  The Company  has been  informed  by this  provider  that its system is
compliant.  Another  significant IT System  provided by a third party  transmits
payroll  funds to drivers and allows  drivers to  purchase  fuel and other items
outside the Company's terminal locations.  The Company has been informed by this
provider that its system is compliant.

         The IT Systems  developed by the Company have been assessed and systems
and  equipment  that  were not Year 2000  compliant  have  been  identified  and
remediation efforts and testing of systems/equipment have been completed.

          The Company is reviewing its risks  associated  with   microprocessors
embedded in facilities and  equipment ("Non-IT   Systems"). The  primary  Non-It
Systems  include  microprocessors in  tractor  engines  and  other  components,
terminal  facilities, satellite communication  units,   and   telecommunications
and  other  office equipment. The Company's assessment of its revenue equipment,
satellite communications units, and office equipment Non-IT Systems has revealed
low risk of material replacement  requirements.  Such systems are relatively new
and were designed to be Year 2000 compliant. The Company is continuing to assess
its Non-IT Systems included in its terminal  facilities,  but believes that the
risk of a service-interrupting failure in these systems is low.

         The  Company  is also in the  process of  monitoring  the  progress  of
material third parties  (shippers and suppliers) in their efforts to become Year
2000 compliant. These third parties include, but are not limited to: shippers of
freight,  manufacturers of operating  equipment,  fuel and parts suppliers,  the
U.S.  Postal Service,  financial  institutions,  and utilities.  The Company has
requested  copies of the Year  2000  plans of the  material  third  parties  and
intends to seek updates from third parties as to their performance against these
plans.

         Through June 30, 1999 the Company has spent  approximately  $120,000 to
address Year 2000 issues.  Total costs to address Year 2000 issues are currently
estimated  not to  exceed  $150,000  and  consist  primarily  of  costs  for the
remediation  of  internal  systems  and  equipment.  Funds for  these  costs are
expected to be provided by the operating cash flows of the Company. The majority
of the  internal  system  remediation  efforts relate to staff costs of on staff
systems programmers, and therefore, are not incremental costs.

                                                            Page Number 15 of 21
<PAGE>
         The Company's most  reasonably  likely worst case scenario  relating to
Year 2000 compliance is the possibility of service  disruption from  third-party
suppliers  of  satellite  communication,   telephone,   fueling,  and  financial
services.  This scenario would result in the short term inability of the Company
to deliver freight for its shippers. This would result in lost revenues; however
the amount would be dependent on the length and nature of the disruption,  which
cannot be  predicted  or  estimated.  The  Company  could be faced  with  severe
consequences  if Year 2000 issues are not  identified  and  resolved in a timely
manner by the Company  and  material  third  parties.  In light of the  possible
consequences,  the Company is devoting the resources needed to address Year 2000
issues in a timely  manner.  The progress of the Company's Year 2000 efforts are
reported to the audit  committee  of the board of  directors  at each  quarterly
meeting. While management expects a successful resolution of these issues, there
can be no guarantee that material third  parties,  on which the Company  relies,
will  address  all Year 2000 issues on a timely  basis or that their  failure to
successfully address all issues would not have an adverse effect on the Company.

         The Company has developed a written  contingency  plan in case business
interruptions do occur. In general, the written plan includes the following: (a)
equipment will be dispatched by telephone; (b) load information will be manually
recorded  into a PC-based  database  application,  which will  generate  freight
bills,  calculate  driver wage and settlement  payments,  and assist in tracking
loads;  (c) the  departmental  teams that have been  established will respond to
Year 2000 issues  within their  department;  (d) personnel  will be  temporarily
re-assigned from noncritical  areas to assist in manual data entry; (e) time off
and vacation  policies have been modified to ensure the availability of adequate
human resources;  and (f) all on-site fueling facilities will be filled prior to
December 31, 1999.

Quantitative and Qualitative Disclosures About Market Risks

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


Interest Rate Risk

         The  revolving  credit  facility,  provided  there has been no default,
carries a maximum variable interest rate of LIBOR for the  corresponding  period
plus 1.5%. This variable  interest exposes the Company to the risk that interest
rates may rise.  The  Company's  other debt  carries  fixed  interest  rates and
exposes  the  Company to the risk that  interest  rates may fall.  Approximately
41.4% of our debt carries a variable rate and the remainder is fixed.

Commodity Price Risk

         The Company uses derivative  instruments,  including  purchased options
and  futures  contracts  to  reduce a  portion  of its  exposure  to fuel  price
fluctuations.

         The Company  also uses  heating oil price swap  agreements  to reduce a
portion of its exposure to fuel price fluctuations. Changes in fuel prices would
have no impact on the  Company's  future  fuel  expense  related to these
price  swap  agreements.  Therefore,  there is no  earnings  or  liquidity  risk
associated with these price swap agreements.

                                                            Page Number 16 of 21


<PAGE>
         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.

         Through  June 30,  1999,  there  have been no  material  changes in the
amount or nature of the Company's derivative instruments.




                                                            Page Number 17 of 21

<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.


     On May 9, 1999, for the purpose of (a)ratification of the selection of KPMG
     LLP as independent  certified public accounts for the Company, (b) electing
     five directors for one-year terms, and (c) amending the Company's Incentive
     Stock Plan to reserve an additional 275,000 shares of the Company's Class A
     Common  Stock for  issuance to  participants.  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
     5,666,598 votes "FOR",  2,260 votes  "AGAINST",  and 7,404 votes "ABSTAIN."
     The voting tabulation on the election of directors was as follows:


                                          Shares        Shares         Shares
                                           voted        voted           Voted
                                           "FOR"       "AGAINST"      "ABSTAIN"
          William G. Smith              5,666,142          0            10,120
          G. Larry Owens                5,659,526          0            16,736
          Terry G. Christenberry        5,666,342          0             9,920
          Herbert D. Ihle               5,665,342          0            10,920
          Robert E. Rich                5,666,267          0             9,995

     The voting  tabulation  on the  amendment of the  Incentive  Stock Plan was
     4,237,820 votes "FOR", 685,653 votes "AGAINST", and 24,157 votes "ABSTAIN."

Item 5. Other Information.

        None.



                                                            Page Number 18 of 21

 <PAGE>
Item 6. Exhibits and Reports on Form 8-K

        (a)      Exhibits


Exhibit
  Number            Description
    2.1       +++   Asset Purchase Agreement dated February 20, 1998, by
                    and among Smithway Motor Xpress, Inc., East West
                    Motor Express, Inc. and Darwyn and David Stebbins.
    2.2       +++++ Asset Purchase  Agreement dated September 23, 1998, by
                    and among  Smithway  Motor  Xpress,  Inc.,  JHT,  Inc.,  JHT
                    LOGISTICS,  INC., Bass Brook Truck Service, Inc., and JERDON
                    TERMINAL HOLDINGS, LLC.
    3.1        +    Articles of Incorporation.
    4.2        +    Bylaws.
    4.1        +    Articles of Incorporation.
    4.2        +    Bylaws.
   10.1        +    Outside Director Stock Plan dated March 1, 1995.
   10.2        +    Incentive Stock Plan, adopted March 1, 1995.
   10.3        +    401(k) Plan, adopted August 14, 1992, as amended.
   10.4        +    Form of Agency Agreement between Smithway Motor
                    Xpress, Inc. and its independent commission agents.
   10.5        +    Memorandum of officer incentive compensation policy.
   10.6        +    Form of Independent Contractor Agreement between
                    Smithway Motor Xpress, Inc. and its independent
                    contractor providers of tractors.
   10.7        ++   Credit  Agreement  dated  September  3,  1997,   between
                    Smithway  Motor Xpress Corp.,  as Guarantor,  Smithway Motor
                    Xpress, Inc., as Borrower, and LaSalle National Bank.



                                                            Page Number 19 of 21

<PAGE>

  Exhibit
   10.8       +++   Asset Purchase Agreement dated February 20, 1998, by
                    and among Smithway Motor Xpress, Inc., East West
                    Motor Express, Inc., and Darwyn and David Stebbins.
   10.9       ++++  First  Amendment  to Credit  Agreement  dated  March 1,
                    1998,  between  Smithway  Motor Xpress Corp.,  as Guarantor,
                    Smithway  Motor  Xpress,  Inc.,  as  Borrower,  and  LaSalle
                    National Bank.
   10.10      ++++  Second  Amendment to Credit  Agreement  dated March 15,
                    1998,  between  Smithway  Motor Xpress Corp.,  as Guarantor,
                    Smithway  Motor  Xpress,  Inc.,  as  Borrower,  and  LaSalle
                    National Bank.
   10.11      +++++ Asset Purchase  Agreement dated September 23, 1998, by
                    and among  Smithway  Motor  Xpress,  Inc.,  JHT,  Inc.,  JHT
                    LOGISTICS,  INC., Bass Brook Truck Service, Inc., and JERDON
                    TERMINAL HOLDINGS, LLC.
   10.12       #    Amendment No. 2 to Smithway Motor Xpress Corp.
                    Incentive Stock Plan, adopted May 7, 1999.
    27         #    Financial Data Schedule.

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


+             Incorporated by reference from the Company's Registration
              Statement on Form S-1, Registration No. 33-90356,
              effective June 27, 1996.

++            Incorporated by reference from the Company's Quarterly
              Report on Form 10-Q for the period ended September 30,
              1997.  Commission File No.  000-20793, dated November 12,
              1997.

+++           Incorporated by reference from the Company's Form 8-K.
              Commission File No.000-20793, dated March 12, 1998.

++++          Incorporated by reference from the Company's Quarterly
              Report on Form 10-Q for the period ended March 31,
              1998.  Commission File No.  000-20793, dated May 14, 1998.

+++++         Incorporated by reference from the Company's Form 8-K.
              Commission File No.000-20793, dated November 12, 1998.

#             Filed herewith.

              (b)          Reports on Form 8-K.

               None.


                                                            Page Number 20 of 21


<PAGE>



                                    SIGNATURE

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

                                         SMITHWAY MOTOR XPRESS CORP.
                                         a Nevada corporation


Date: August 13, 1999                     By:/s/Michael E. Oleson
      ---------------                        --------------------
                                          Michael E. Oleson
                                          Treasurer and Chief Accounting Officer

                                                            Page Number 21 of 21