SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

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

                                    FORM 10-Q

                                   (Mark One)

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

For the quarterly period ended September 30, 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 No.)
 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 such  filing
requirements for 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 (November 8, 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 20.




                                                                     Page 1

<PAGE>
<TABLE>
                                     PART I
                              FINANCIAL INFORMATION

<S>                                                                                                     <C>
                                                                                                         PAGE
                                                                                                        NUMBER
Item 1.  Financial Statements.......................................................................      3-9

         Condensed Consolidated Balance Sheets as of December 31, 2001 and
                  September 30, 2002  (unaudited)...................................................      3-4
         Condensed Consolidated Statements of Operations for the three and nine months
                  ended September 30, 2001, and 2002 (unaudited)....................................       5
         Condensed Consolidated Statements of Cash Flows for the nine months ended
                  September 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................................       18

Item 4. Controls and Procedures....................................................................       18

                                     PART II
                                OTHER INFORMATION


Item 1. Legal Proceedings...........................................................................      19

Item 2. Changes in Securities and Use of Proceeds...................................................      19

Item 3. Defaults Upon Senior Securities.............................................................      19

Item 4. Submission of Matters to a Vote of Security Holders.........................................      19

Item 5. Other Information...........................................................................      19

Item 6. Exhibits and Reports on Form 8-K............................................................     20-21
</TABLE>


                                                                     Page 2

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements.

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
                                                                                  December 31,     September 30,
                                                                                      2001              2002
                                                                                ---------------   ----------------
                                                                                                    (unaudited)
                                     ASSETS
<S>                                                                              <C>              <C>
Current assets:
   Cash and cash equivalents.................................................... $          722   $            652
   Receivables:
      Trade.....................................................................         13,649             17,418
      Other.....................................................................          1,020                686
      Recoverable income taxes..................................................          1,820                  7
   Inventories..................................................................          1,561              1,071
   Deposits, primarily with insurers............................................            539                751
   Prepaid expenses.............................................................            926              1,667
   Deferred income taxes........................................................          1,726              1,720
                                                                                ---------------   ----------------
         Total current assets...................................................         21,963             23,972
                                                                                ---------------   ----------------
Property and equipment:
   Land.........................................................................          1,548              1,548
   Buildings and improvements...................................................          8,175              8,210
   Tractors.....................................................................         79,472             70,889
   Trailers.....................................................................         44,784             43,045
   Other equipment..............................................................          7,318              8,046
                                                                                ---------------   ----------------
                                                                                        141,297            131,738
   Less accumulated depreciation................................................         62,252             63,098
                                                                                ---------------   ----------------
         Net property and equipment.............................................         79,045             68,640
                                                                                ---------------   ----------------
Goodwill........................................................................          5,016              5,016
Other assets....................................................................            412                370
                                                                                ---------------   ----------------
                                                                                 $      106,436   $         97,998
                                                                                ===============   ================








See accompanying notes to condensed consolidated financial statements.                                     Page 3
</TABLE>

<PAGE>

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

<TABLE>
                                                                                  December 31,     September 30,
                                                                                      2001              2002
                                                                                ---------------   ----------------
                                                                                                    (unaudited)
                                  LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                              <C>              <C>
Current liabilities:
   Current maturities of long-term debt......................................... $       12,052   $         11,707
   Accounts payable.............................................................          4,589              6,567
   Accrued compensation.........................................................          2,258              3,102
   Accrued loss reserves........................................................          2,327              2,487
   Other accrued expenses.......................................................            792                564
                                                                                ---------------   ----------------
         Total current liabilities..............................................         22,018             24,427
Long-term debt, less current maturities.........................................         37,105             30,228
Deferred income taxes...........................................................         14,862             12,620
Line of credit..................................................................            585              2,806
                                                                                ---------------   ----------------
         Total liabilities......................................................         74,570             70,081
                                                                                ---------------   ----------------
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             16,888
   Reacquired shares, at cost...................................................           (420)              (414)
                                                                                ---------------   ----------------
         Total stockholders' equity.............................................         31,866             27,917
                                                                                ---------------   ----------------
                                                                                 $      106,436   $         97,998
                                                                                ===============   ================



See accompanying notes to condensed consolidated financial statements.                                     Page 4
</TABLE>

<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             Nine months ended
                                                                September 30,                 September 30,
                                                              2001           2002           2001           2002
                                                        ---------------  ------------  ------------  --------------
<S>                                                     <C>              <C>           <C>           <C>
Operating revenue:
    Freight.............................................$        48,389  $     43,132  $    147,209  $      129,232
    Other...............................................            182           140           495             499
                                                        ---------------  ------------  ------------  --------------
        Operating revenue...............................         48,571        43,272       147,704         129,731
                                                        ---------------  ------------  ------------  --------------
Operating expenses:
    Purchased transportation............................         17,619        16,192        53,963          48,034
    Compensation and employee benefits..................         13,742        12,138        41,441          39,282
    Fuel, supplies, and maintenance.....................          8,480         6,929        26,163          20,436
    Insurance and claims................................          1,922         1,620         3,954           5,072
    Taxes and licenses..................................            956           872         2,860           2,628
    General and administrative..........................          1,955         1,708         5,996           5,445
    Communications and utilities........................            496           418         1,620           1,357
    Depreciation and amortization.......................          4,515         4,043        13,610          12,088
                                                        ---------------  ------------  ------------  --------------
        Total operating expenses........................         49,685        43,920       149,607         134,342
                                                        ---------------  ------------  ------------  --------------
             Loss from operations.......................         (1,114)        (648)        (1,903)         (4,611)
Financial (expense) income
    Interest expense....................................           (741)         (497)       (2,422)         (1,582)
    Interest income.....................................             10             5            36              22
                                                        ---------------  ------------  ------------  --------------
             Loss before income taxes...................         (1,845)       (1,140)       (4,289)         (6,171)
Income tax benefit......................................           (633)         (383)       (1,405)         (2,216)
                                                        ---------------  ------------  ------------  --------------
             Net loss...................................$        (1,212) $       (757) $     (2,884) $       (3,955)
                                                        ===============  ============  ============  ==============
Basic and diluted loss per common share.................$         (0.25) $      (0.16) $      (0.59) $        (0.82)
                                                        ===============  ============  ============  ==============
Basic and diluted weighted average common shares
   outstanding..........................................      4,845,980     4,846,021     4,845,792       4,845,528
                                                        ===============  ============  ============  ==============



See accompanying notes to condensed consolidated financial statements.                                       Page 5
</TABLE>

<PAGE>
                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
                                                                                           Nine months Ended
                                                                                             September 30,
                                                                                     ------------------------------
                                                                                          2001           2002
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net loss...........................................................................$       (2,884)$        (3,955)
                                                                                     -------------- ---------------
  Adjustments to reconcile net loss to net cash provided by operating activities:
    Depreciation and amortization....................................................        13,610          12,088
    Deferred income taxes............................................................          (583)         (2,236)
    Stock bonuses....................................................................             9               -
    Changes in:
      Receivables....................................................................        (4,483)         (1,622)
      Inventories....................................................................             3             490
      Deposits, primarily with insurers..............................................          (204)           (212)
      Prepaid expenses...............................................................          (118)           (741)
      Accounts payable and other accrued liabilities.................................         1,000           2,754
                                                                                     -------------- ---------------
       Total adjustments.............................................................         9,234          10,521
                                                                                     -------------- ---------------
       Net cash provided by operating activities.....................................         6,350           6,566
                                                                                     -------------- ---------------
Cash flows from investing activities:
  Payments for acquisitions..........................................................        (2,954)              -
  Purchase of property and equipment.................................................        (1,399)         (1,076)
  Proceeds from the sale of property and equipment...................................         1,101           4,064
  Other .............................................................................           (37)             42
                                                                                     -------------- ---------------
       Net cash (used in) provided by investing activities...........................        (3,289)          3,030
                                                                                     -------------- ---------------
Cash flows from financing activities:
  Borrowings on line of credit.......................................................             -         114,965
  Payments on line of credit.........................................................             -        (112,744)
  Proceeds from long-term debt.......................................................        16,545               -
  Principal payments on long-term debt...............................................       (19,997)        (11,893)
  Change in net checks issued in excess of cash balances.............................           307               -
  Other..............................................................................          (165)              6
                                                                                     -------------- ---------------
       Net cash used in financing activities.........................................        (3,310)         (9,666)
                                                                                     -------------- ---------------

       Net increase in cash and cash equivalents.....................................          (249)            (70)
Cash and cash equivalents at beginning of period.....................................           349             722
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$          100 $           652
                                                                                     ============== ===============



See accompanying notes to condensed consolidated financial statements.                                      Page 6
</TABLE>

<PAGE>

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
                                                                                           Nine months Ended
                                                                                             September 30,
                                                                                     ------------------------------
                                                                                          2001           2002
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Supplemental disclosure of cash flow information:
  Cash paid (received) during the period for:
       Interest......................................................................$        2,427 $         1,621
       Income tax....................................................................            (5)         (1,794)
                                                                                     ============== ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        2,486 $         4,671
       Issuance of stock bonuses.....................................................             9               -
                                                                                     ============== ===============

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




See accompanying notes to condensed consolidated financial statements.                                       Page 7
</TABLE>

<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 nine
     month periods ended September 30, 2001:
<TABLE>

                                                               Three months ended            Nine months ended
                                                                 September 30,                 September 30,
(Dollars in thousands, except per share amounts)               2001          2002           2001            2002
                                                           ---------------------------------------------------------
<S>                                                        <C>           <C>            <C>             <C>
Net loss:
As reported................................................$     (1,212) $       (757)  $     (2,884)   $     (3,955)
Goodwill amortization, net of tax..........................         114             -            342               -
                                                           ----------------------------------------------------------
Adjusted net loss..........................................$     (1,098) $       (757)  $     (2,542)   $     (3,955)
                                                           ==========================================================

Basic and diluted net loss per share:
As reported................................................$      (0.25) $      (0.16)  $      (0.59)   $      (0.82)
Goodwill amortization......................................        0.02            -            0.06              -
                                                           ----------------------------------------------------------
Adjusted basic and diluted net loss per share..............$      (0.23) $      (0.16)  $      (0.53)   $      (0.82)
                                                           ==========================================================
</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 nine months  ended  September  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 September 30,
     2001, and 2002, totaled 600,525 and 594,525, respectively.


                                                                     Page 9

<PAGE>



Item 2.  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,  surplus  inventories,  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,   changes  in
management,  obtaining  financing  on  acceptable  terms,  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 third quarter and first nine months of the Company's  2001
and 2002 fiscal years.

     For the three months ended September 30, 2002,  operating revenue decreased
10.9% to $43.3 million from $48.6 million  during the same quarter in 2001.  Net
loss was $757,000,  or ($0.16) per diluted share, compared with net loss of $1.2
million,  or ($0.25) per diluted  share,  during the 2001 quarter.  For the nine
months ended  September 30, 2002,  operating  revenue  decreased 12.2% to $129.7
million from $147.7  million  during the same period in 2001.  Net loss was $4.0
million,  or ($0.82) per diluted share,  compared with net loss of $2.9 million,
or ($0.59) 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 nine months ended September 30, 2001 and
2002:
<TABLE>
                                                            Three Months Ended           Nine Months Ended
                                                               September 30,               September 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           37.4          36.5          37.0
  Compensation and employee benefits..................          28.3           28.1          28.1          30.3
  Fuel, supplies, and maintenance.....................          17.5           16.0          17.7          15.8
  Insurance and claims................................           4.0            3.7           2.7           3.9
  Taxes and licenses..................................           2.0            2.0           1.9           2.0
  General and administrative..........................           4.0            3.9           4.1           4.2
  Communications and utilities........................           1.0            1.0           1.1           1.0
  Depreciation and amortization.......................           9.3            9.3           9.2           9.3
                                                        ------------   ------------  ------------  ------------
    Total operating expenses..........................         102.3          101.5         101.3         103.6
                                                        ------------   ------------  ------------  ------------
Loss from operations..................................          (2.3)          (1.5)         (1.3)         (3.6)
Interest expense (net)................................          (1.5)          (1.1)         (1.6)         (1.2)
                                                        ------------   ------------  ------------  ------------
Loss before income taxes..............................          (3.8)          (2.6)         (2.9)         (4.8)
Income tax benefit....................................          (1.3)          (0.9)         (0.9)         (1.7)
                                                        ------------   ------------  ------------  ------------
Net loss..............................................          (2.5)%         (1.7)%        (2.0)%        (3.0)%
                                                        ============   ============  ============  ============
</TABLE>

Comparison of three months ended September 30, 2002 with three months ended
September 30, 2001

     Operating revenue  decreased $5.3 million (10.9%),  to $43.3 million during
the 2002 quarter from $48.6 million  during the 2001 quarter.  Revenue  declined
primarily  because slightly higher revenue per seated tractor and fewer unseated
tractors were more than offset by fewer  weighted  average  tractors,  decreased
fuel surcharge  revenue,  and decreased  brokerage  revenue.  Revenue per seated
tractor per week improved  slightly to $2,477 in the 2002 quarter from $2,453 in
the 2001 quarter.  Additionally, the Company was able to achieve a $.03 increase
in revenue per loaded mile, net of surcharges, to $1.38 in the 2002 quarter from
$1.35 in the 2001 quarter.  Weighted average tractors  decreased 11.4%, to 1,359
during the 2002  quarter from 1,534 during the 2001 quarter due to a decrease in
equipment  provided by independent  contractors and a decrease in  Company-owned
tractors. Average revenue per tractor per week (excluding revenue from brokerage
operations and fuel surcharges) increased to $2,273 during the 2002 quarter from
$2,221  during  the 2001  quarter,  due to a lower  number of  unseated  company
tractors and a slight improvement in freight demand. A $690,000 decrease in fuel
surcharge  revenue to $942,000 in the 2002 quarter from $1.6 million in the 2001
quarter  also  contributed  to  the  decrease  in  operating  revenue.  Finally,
brokerage revenue decreased by $437,000.

     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  $1.4  million  (8.1%),  to $16.2  million in the 2002
quarter  from $17.6  million in the 2001  quarter.  This  reflects a decrease in
freight hauled by  independent  contractors  and broker  carriers and a $304,000
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 to 37.4% in the 2002
quarter from 36.3% in the 2001 quarter  reflecting an increase in the percentage
of total revenue  attributable to freight hauled by independent  contractors and
brokers.

     Compensation and employee benefits decreased $1.6 million (11.7%), to $12.1
million  in the 2002  quarter  from  $13.7  million  in the 2001  quarter.  As a
percentage of revenue,  compensation and employee benefits decreased to 28.1% of
revenue in the 2002  quarter  from 28.3% in the 2001  quarter.  The decrease was
primarily  attributable  to 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 $1.6 million (18.3%),  to $6.9
million  in the  2002  quarter  from  $8.5  million  in the 2001  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 16.0% 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 $1.30 per gallon in the 2002
quarter  from  $1.40  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 $537,000 in the 2002
quarter from $923,000 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  due to  government  mandated  emissions  standards.  The
Company  extended  the trade cycle on its tractor  fleet,  which  resulted in an
increase in the number of required repairs.

     Insurance and claims  decreased  $302,000  (15.7%),  to $1.6 million in the
2002 quarter from $1.9 million in the 2001 quarter.  As a percentage of revenue,
insurance and claims  decreased to 3.7% of revenue in the 2002 quarter  compared
with 4.0% in the 2001 quarter.  Insurance and claims  expense will vary based on
the  frequency  and severity of claims,  the premium  expense,  and the level of
self-insured retention.

     Taxes and  licenses  decreased  $84,000  (8.8%),  to  $872,000  in the 2002
quarter from $956,000 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  $247,000 (12.6%),  to $1.7
million  in the  2002  quarter  from  $2.0  million  in the 2001  quarter.  As a
percentage of revenue,  general and administrative expenses decreased to 3.9% of
revenue in the 2002 quarter compared with 4.0% in the 2001 quarter.

     Communications and utilities  decreased $78,000 (15.7%), to $418,000 in the
2002  quarter from  $496,000 in the 2001  quarter.  As a percentage  of revenue,
communications and utilities remained constant at 1.0% in both quarters.

     Depreciation and amortization  decreased $472,000 (10.5%),  to $4.0 million
in the 2002  quarter  from $4.5  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
$185,000 in the 2001  quarter.  As a  percentage  of revenue,  depreciation  and
amortization remained constant at 9.3% of revenue in both quarters. 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 new emissions standards.

     Interest expense (net) decreased $239,000 (32.7%),  to $492,000 in the 2002
quarter  from  $731,000  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 1.1% of revenue in the 2002 quarter  compared  with
1.5% in the 2001 quarter.

     As a result of the foregoing, the Company's pretax margin was (2.6%) in the
2002 quarter compared with (3.8%) in the 2001 quarter.

     The  Company's  income tax benefit for the 2002  quarter was  $383,000,  or
33.6% of loss before income taxes. The Company's income tax benefit for the 2001
quarter was $633,000, or 34.3% 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.

     As a result of the factors  described above, net loss was $757,000 (1.7% of
revenue) in the 2002  quarter,  compared  with $1.2 million (2.5% of revenue) in
the 2001 quarter.



                                                                     Page 12

<PAGE>

Comparison of nine months ended September 30, 2002 with nine months ended
September 30, 2001

     Operating revenue decreased $18.0 million (12.2%), to $129.7 million during
the 2002 period from $147.7  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 $2,426 in the 2002 period from $2,419 in the 2001
period. Additionally, the Company was able to achieve a $.02 increase in revenue
per loaded mile,  net of  surcharges,  to $1.36 in the 2002 period from $1.34 in
the 2001 period.  Weighted average tractors  decreased 5.7%, to 1,447 during the
2002  period from 1,536  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 $2,156 during the 2002 period from $2,246 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 $3.6 million
decrease in fuel surcharge  revenue to $1.8 million in the 2002 period from $5.4
million  in the 2001  period  also  contributed  to the  decrease  in  operating
revenue.  Finally,  lower freight demand caused brokerage revenue to decrease by
$1.5 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  $5.9 million  (11.0%),  to $48.0  million in the 2002
period  from  $54.0  million in the 2001  period.  This  reflects a decrease  in
freight hauled by independent contractors and broker carriers and a $1.6 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  to 37.0% in the 2002 period from 36.5% in the 2001 period  reflecting
an increase in the percentage of total revenue attributable to freight hauled by
independent contractors and brokers.

     Compensation and employee benefits  decreased $2.2 million (5.2%), to $39.3
million  in the  2002  period  from  $41.4  million  in the  2001  period.  As a
percentage of revenue,  compensation and employee benefits increased to 30.3% of
revenue in the 2002  period  from 28.1% 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 $5.7 million (21.9%), to $20.4
million  in the  2002  period  from  $26.2  million  in the  2001  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 15.8% of
revenue for the 2002 period  compared  with 17.7% for the 2001 period.  This was
the result of a decrease in average fuel prices, to $1.22 per gallon in the 2002
period from $1.42 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 $1.0 million in the 2002 period from
$3.0  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 are implemented.
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 $1.1 million (28.3%), to $5.1 million in the
2002 period from $4.0  million in the 2001 period.  As a percentage  of revenue,
insurance  and claims  increased to 3.9% of revenue in the 2002 period  compared
with 2.7% 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.

     Taxes and licenses  decreased  $232,000 (8.1%), to $2.6 million in the 2002
period from $2.9 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.



                                                                     Page 13

<PAGE>

     General and  administrative  expenses  decreased  $551,000 (9.2%),  to $5.4
million in the 2002 period from $6.0 million in the 2001 period. As a percentage
of revenue, general and administrative expenses remained essentially constant at
4.2% 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.

     Communications and utilities decreased $263,000 (16.2%), to $1.4 million in
the 2002  period  from $1.6  million  in the 2001  period.  As a  percentage  of
revenue,  communications and utilities remained  essentially constant at 1.0% in
the 2002 period compared to 1.1% in the 2001 period.

     Depreciation  and  amortization  decreased $1.5 million  (11.2%),  to $12.1
million in the 2002 period from $13.6 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  $517,000 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 new emissions standards.

     Interest expense (net) decreased  $826,000 (34.6%),  to $1.6 million in the
2002  period  from $2.4  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 1.2% of revenue in the 2002 period compared
with 1.6% in the 2001 period.

     As a result of the foregoing, the Company's pretax margin was (4.8%) in the
2002 period compared with (2.9%) in the 2001 period.

     The Company's  income tax benefit for the 2002 period was $2.2 million,  or
35.9% of loss before income taxes. The Company's income tax benefit for the 2001
period was $1.4 million,  or 32.8% 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 $4.0 million (2.0%
of revenue) in the 2002 period,  compared with $2.9 million (3.0% of revenue) in
the 2001 period.

                                                                     Page 14

<PAGE>

Liquidity and Capital Resources

     The size of the Company's business has decreased over the past three years.
During this  period,  the Company has reduced  debt and  invested in new revenue
equipment to replace some of the older  equipment  disposed.  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 number of owner-operators  has
decreased over the past two years.  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 $2.5  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 2003.

     Net cash  provided by  operating  activities  was $6.6 million for the nine
months ended  September  30, 2002.  The  Company's  principal  uses of cash from
operations  are to service  debt and  internally  finance  accounts  receivable.
Customer  accounts  receivable  increased $3.8 million for the nine months ended
September 30, 2002.  The average age of the Company's  accounts  receivable  was
approximately 33.8 days in the 2002 period versus 37.0 days in the 2001 period.

     Net cash  provided  by  investing  activities  of $3.0  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  $3.4  million  during  the
remaining three 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 $9.7 million for the nine months
ended September 30, 2002,  consisted primarily of principal  repayments,  net of
borrowings,  made  under  the  Company's  line  of  credit  and  long-term  debt
obligations.

     At September 30, 2002, the Company had outstanding long-term debt
(including line of credit and current maturities) of approximately $44.7
million, most of which was comprised of obligations for the purchase of revenue
equipment. Approximately $26.7 million consisted of borrowings from financial
institutions and equipment manufacturers and $18.0 million was the amount owed
under the Company's revolving credit facility. Interest rates on this debt range
from 3.2% to 7.5% 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 September 30, 2002, the term loan had
a balance of $15.2  million,  and was payable in equal monthly  installments  of
$219,000 in principal.  The revolving line of credit allows for borrowings of up
to 85  percent  of  eligible  receivables,  or  approximately  $12.8  million at
September 30, 2002, on which the Company had drawn  approximately $10.2 million,
including  the $7.2  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 September 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
September 30, 2002, the Company had outstanding  letters of credit totaling $7.2
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.


                                                                     Page 15

<PAGE>

     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.

     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
September  30,  2002.  In October  2002 the  arrangement  with  LaSalle Bank was
amended to provide more lenient compliance terms through September 30, 2003.

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

Contractual Obligations and Commercial Commitments

     The following tables set forth the contractual obligations and other
commercial commitments as of September 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                                  $      44,741 $        11,707 $        22,342 $       9,895 $       797
Operating leases                                          449             399              50             -           -
                                                -----------------------------------------------------------------------
Total contractual cash obligations              $      45,190 $        12,106 $        22,392 $       9,895 $       797
                                                =======================================================================
</TABLE>

The Company had no other commercial commitments at September 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.

                                                                     Page 16

<PAGE>

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
accounts at the time of retirement,  trade, or sale. In accordance with industry
practices,  the gain or loss on retirement  or 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 have 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.



                                                                     Page 17

<PAGE>

Item 3.  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  $22.3 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 September 30, 2002,  approximately  90% 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 $447,000,  assuming the $44.7 million outstanding at September 30,
2002 of which 90% 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  September 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.


Item 4.  Controls and Procedures.

     Within  90 days  prior  to the  date  of this  report,  an  evaluation  was
performed under the supervision and with the Company's management, including its
Chief Executive  Officer and its Chief Financial Officer of the effectiveness of
the design and operation of the  Company's  disclosure  control and  procedures.
Based  on  that  evaluation,  the  Company's  management,  including  its  Chief
Executive  Officer and Chief  Financial  Officer,  concluded  that the Company's
disclosure  controls and  procedures  were  effective as of September  30, 2002.
There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
September 30, 2002,  including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                                                     Page 18

<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities and Use of Proceeds.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     None.

Item 5.  Other Information.

     None.



                                                                     Page 19

<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.

++     Incorporated by reference from the Company's Quarterly Report on Form 10-K for the period ended June 30,
       2002.  Commission File No. 000-20793, dated August 14, 2002.
</TABLE>

                                                                     Page 20

<PAGE>

  (b)    Reports on Form 8-K.

     (i)  Report on Form 8-K, dated August 14, 2002,  reporting that the Company
          furnished  certifications  solely  pursuant  to  Section  906  of  the
          Sarbanes-Oxley Act of 2002 to accompany the Company's Quarterly Report
          on Form 10-Q for the quarterly period ended June 30, 2002.

                                                                     Page 21

<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: November 14, 2002    By:  /s/ G. Larry Owens
                              ------------------------------
                              G. Larry Owens
                              Executive Vice President, Chief Administrative
                              Officer, and Chief Financial Officer, in his
                              capacity as such and on behalf of the issuer.

                                 CERTIFICATIONS

     I, William G. Smith, certify that:

     1. I have  reviewed  this  quarterly  report on Form 10-Q for the quarterly
period ended September 30, 2002, of Smithway Motor Xpress Corp.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing  and  maintaining   disclosure  controls  and  procedures  for  the
registrant and we have:

          a. designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b. evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c.  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board or directors:

          a. all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize,  and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b. any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002          /s/ William G. Smith
                              ----------------------------------------
                              William G. Smith
                              Chief Executive Officer

                                                                     Page 22
<PAGE>

     I, G. Larry Owens, certify that:

     1. I have  reviewed  this  quarterly  report on Form 10-Q for the quarterly
period ended September 30, 2002, of Smithway Motor Xpress Corp.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing  and  maintaining   disclosure  controls  and  procedures  for  the
registrant and we have:

          a. designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b. evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c.  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board or directors:

          a. all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize,  and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b. any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 14, 2002          /s/ G. Larry Owens
                              ----------------------------------------
                              G. Larry Owens
                              Chief Financial Officer


                                                                     Page 23