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, 2000

                                       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            (I.R.S. employer identification number)
 of incorporation or organization)

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

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

                                  YES X NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (October 31, 2000).

             Class A Common Stock, $.01 par value: 3,966,086 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares


                                                 Exhibit Index is on Page 14-15.


                                                                          Page 1
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


                                                                           PAGE
                                                                          NUMBER
Item 1.  Financial Statements............................................. 3-7
         Condensed Consolidated Balance Sheets as of
           December 31, 1999 and September 30, 2000  (unaudited).......... 3-4
         Condensed Consolidated Statements of Earnings for the three
           and nine months ended September 30, 1999 and 2000 (unaudited).. 5
         Condensed Consolidated Statements of Cash Flows for the nine
           months ended September 30, 1999 and 2000 (unaudited)........... 6
         Notes to Condensed Consolidated Financial Statements
           (unaudited).................................................... 7
Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................ 8-12
Item 3.  Quantitative and Qualitative Disclosures About Market Risks...... 12

                                     PART II
                                OTHER INFORMATION


 Item 1. Legal Proceedings................................................ 13
 Item 2. Changes in Securities and Use of Proceeds........................ 13
 Item 3. Defaults Upon Senior Securities.................................. 13
 Item 4. Submission of Matters to a Vote of Security Holders.............. 13
 Item 5. Other Information................................................ 13
 Item 6. Exhibits and Reports on Form 8-K................................. 14-15

                           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,
surplus inventories, inflation, higher interest rates, and fuel price increases;
the resale value of the Company's used revenue  equipment;  the availability and
compensation  of  qualified  drivers  and   owner-operators;   competition  from
trucking,  rail, and intermodal  competitors;  and the availability of desirable
target  companies  and  financing for  acquisitions.  Readers  should review and
consider  the various  disclosures  made by the  Company in its press  releases,
stockholder  reports,  and public filings,  as well as the factors  explained in
greater detail in the Company's annual report on Form 10-K.

                                                                          Page 2
<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,      September 30,
                                                                                     1999               2000
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
<S>                                                                           <C>                <C>
                                    ASSETS
Current assets:
   Cash and cash equivalents..................................................$              685 $              595
   Receivables:
      Trade...................................................................            17,928             20,614
      Other...................................................................             1,599              1,782
      Recoverable income taxes................................................             1,021                184
   Inventories................................................................             1,611              1,648
   Deposits, primarily with insurers..........................................               281                117
   Prepaid expenses...........................................................               579                904
   Deferred income taxes......................................................             1,111              1,003
                                                                              ------------------ ------------------
         Total current assets.................................................            24,815             26,847
                                                                              ------------------ ------------------
Property and equipment:
   Land.......................................................................             1,081              1,462
   Buildings and improvements.................................................             6,865              7,302
   Tractors...................................................................            74,004             78,912
   Trailers...................................................................            42,054             42,397
   Other equipment............................................................             6,765              7,248
                                                                              ------------------ ------------------
                                                                                         130,769            137,321
   Less accumulated depreciation..............................................            36,464             46,213
                                                                              ------------------ ------------------
         Net property and equipment...........................................            94,305             91,108
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,650              5,349
Other assets..................................................................               244                256
                                                                              ------------------ ------------------
                                                                              $          125,014 $          123,560
                                                                              ================== ==================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 3
<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                 December 31,      September 30,
                                                                                     1999               2000
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
<S>                                                                           <C>                 <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt.......................................$            8,530 $            8,507
   Accounts payable...........................................................             4,962              6,941
   Accrued compensation.......................................................             2,436              2,247
   Accrued loss reserves......................................................             2,540              3,106
   Other accrued expenses.....................................................             1,188                775
                                                                              ------------------ ------------------
         Total current liabilities............................................            19,656             21,576
Long-term debt, less current maturities.......................................            50,985             46,930
Deferred income taxes.........................................................            14,865             15,305
                                                                              ------------------ ------------------
         Total liabilities....................................................            85,506             83,811
                                                                              ------------------ ------------------
Stockholders' equity:
   Preferred stock............................................................                 -                  -
   Common stock:
      Class A.................................................................                40                 40
      Class B.................................................................                10                 10
   Additional paid-in capital.................................................            11,414             11,396
   Retained earnings..........................................................            28,044             28,310
   Reacquired shares, at cost.................................................                 -                 (7)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            39,508             39,749
                                                                              ------------------ ------------------
                                                                              $          125,014 $          123,560
                                                                              ================== ==================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 4
<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              Nine months ended
                                                              September 30,                   September 30,
                                                           1999            2000           1999            2000
                                                      ---------------  -------------  -------------  --------------
<S>                                                   <C>              <C>            <C>            <C>
Operating revenue:
    Freight...........................................$        49,922  $      50,033  $     148,016  $      151,554
    Other.............................................            121            173            439             494
                                                      ---------------  -------------  -------------  --------------
        Operating revenue.............................         50,043         50,206        148,455         152,048
                                                      ---------------  -------------  -------------  --------------
Operating expenses:
    Purchased transportation..........................         20,475         19,712         60,019          59,961
    Compensation and employee benefits................         12,698         12,693         36,701          39,087
    Fuel, supplies, and maintenance...................          5,966          7,983         17,634          22,592
    Insurance and claims..............................          1,327            648          3,332           2,550
    Taxes and licenses................................          1,021          1,016          2,988           2,964
    General and administrative........................          1,886          1,830          5,474           5,588
    Communications and utilities......................            499            483          1,643           1,549
    Depreciation and amortization.....................          4,212          4,637         11,672          13,828
                                                      ---------------  -------------  -------------  --------------
        Total operating expenses......................         48,084         49,002        139,463         148,119
                                                      ---------------  -------------  -------------  --------------
             Earnings from operations.................          1,959          1,204          8,992           3,929
Financial (expense) income
    Interest expense..................................           (950)        (1,056)        (2,863)         (3,133)
    Interest income...................................             26             26             95              69
                                                      ---------------  -------------  -------------  --------------
             Earnings before income taxes.............          1,035            174          6,224             865
Income taxes..........................................            425            153          2,588             599
                                                      ---------------  -------------  -------------  --------------
             Net earnings.............................$           610  $          21  $       3,636  $          266
                                                      ===============  =============  =============  ==============
Basic and diluted earnings per common share...........$          0.12  $        0.00  $        0.72  $         0.05
                                                      ===============  =============  =============  ==============
Basic weighted average common shares outstanding......      5,035,876      5,034,072      5,029,288       5,024,814
    Common stock options and awards...................          2,802         58,190          1,857          19,396
                                                      ---------------  -------------  -------------  --------------
Diluted weighted average common shares                      5,038,678      5,092,262      5,031,145       5,044,210
outstanding...........................................
                                                      ===============  =============  =============  ==============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 5
<PAGE>


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                     ------------------------------
                                                                                          1999           2000
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
  Net earnings.......................................................................$        3,636 $           266
                                                                                     -------------- ---------------
  Adjustments  to  reconcile  net  earnings to net cash  provided  by  operating
    activities:
    Depreciation and amortization....................................................        11,672          13,828
    Deferred income taxes............................................................         1,760             548
    Stock bonuses....................................................................           176             171
    Changes in:
      Receivables....................................................................        (4,486)         (2,032)
      Inventories....................................................................          (101)            (37)
      Deposits, primarily with insurers..............................................           138             164
      Prepaid expenses...............................................................           (45)           (325)
      Accounts payable and other accrued liabilities.................................         7,461           1,943
                                                                                     -------------- ---------------
       Total adjustments.............................................................        16,575          14,260
                                                                                     -------------- ---------------
       Net cash provided by operating activities.....................................        20,211          14,526
                                                                                     -------------- ---------------

Cash flows from investing activities:
  Purchase of property and equipment.................................................       (14,441)         (3,062)
  Proceeds from the sale of property and equipment...................................         2,193             999
  Other .............................................................................           115             (12)
                                                                                     -------------- ---------------
       Net cash used in investing activities.........................................       (12,133)         (2,075)
                                                                                     -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................             -           6,700
  Principal payments on long-term debt...............................................        (7,588)        (19,045)
  Payments for reacquired shares.....................................................             -            (196)
                                                                                     -------------- ---------------
       Net cash used in financing activities.........................................        (7,588)        (12,541)
                                                                                     -------------- ---------------

       Net increase (decrease) in cash and cash equivalents..........................           490             (90)
Cash and cash equivalents at beginning of period.....................................         1,276             685
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$        1,766 $           595
                                                                                     ============== ===============

Supplemental  disclosure of cash flow  information:  Cash paid (received) during
   the period for:
       Interest......................................................................$        2,908 $         3,176
       Income taxes..................................................................           514            (787)
                                                                                     ============== ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$        3,834 $         8,267
       Issuance of stock bonuses.....................................................           176             171
                                                                                     ============== ===============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                                          Page 6
<PAGE>


                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1. Basis of Presentation

   The  condensed  consolidated  financial  statements  include the  accounts of
   Smithway Motor Xpress Corp., a Nevada  holding  company,  and its four wholly
   owned subsidiaries.  All significant  intercompany  balances and transactions
   have been eliminated in consolidation.

   The condensed consolidated  financial statements have been prepared,  without
   audit, in accordance with 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, 1999 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, 1999.  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
   and SFAS No. 138,  will be effective  for the Company for the year  beginning
   January 1, 2001.  The Company  expects to adopt the standards  when required.
   Because the Company does not currently hold any derivative instruments, there
   is anticipated to be no impact to the financial statements when this standard
   is adopted.

                                                                          Page 7
<PAGE>


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


Overview

         The Company's  fiscal year ends on December 31 of each year. Thus, this
report  discusses the third quarter and first nine months of the Company's  1999
and 2000 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  September  30, 2000,  operating  revenue was $50.2  million,
compared to $50.0  million  during the same quarter in 1999.  Net earnings  were
$21,000,  or $0.00 per  diluted  share,  compared  with  $610,000,  or $0.12 per
diluted share, during the 1999 quarter.  For the nine months ended September 30,
2000, operating revenue was $152.0 million,  compared to $148.5 million in 1999.
Net earnings  were  $266,000,  or $0.05 per diluted  share,  compared  with $3.6
million,  or $0.72 per  diluted  share,  in 1999.  The  primary  reasons for the
decline in the  Company's  profitability  were lower  miles per  tractor,  fewer
tractors  in the  Company's  fleet,  increases  in the costs of fuel and  driver
compensation, and a decline in the market for used tractors.

         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.

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,
1999 and 2000:

<TABLE>
<CAPTION>
                                                               Three Months Ended             Nine Months Ended
                                                                September 30,                   September 30,
                                                               1999           2000           1999          2000
                                                     -------------------------------------------------------------
<S>                                                  <C>                    <C>            <C>           <C>
Operating revenue....................................          100.0%         100.0%         100.0%         100.0%
Operating expenses
  Purchased transportation...........................           40.9           39.3           40.4           39.4
  Compensation and employee benefits.................           25.4           25.3           24.7           25.7
  Fuel, supplies, and maintenance....................           11.9           15.9           11.9           14.9
  Insurance and claims...............................            2.7            1.3            2.2            1.7
  Taxes and licenses.................................            2.0            2.0            2.0            1.9
  General and administrative.........................            3.8            3.6            3.7            3.7
  Communications and utilities.......................            1.0            1.0            1.1            1.0
  Depreciation and amortization......................            8.4            9.2            7.9            9.1
                                                     -------------------------------------------------------------
    Total operating expenses.........................           96.1           97.6           93.9           97.4
                                                     -------------------------------------------------------------
Earnings from operations.............................            3.9            2.4            6.1            2.6
Interest expense (net)...............................           (1.8)          (2.1)          (1.9)          (2.1)
                                                     -------------------------------------------------------------
Earnings before income taxes.........................            2.1            0.3            4.2            0.6
Income taxes.........................................            0.8            0.3            1.7            0.4
                                                     -------------------------------------------------------------
Net earnings.........................................            1.2%           0.0%           2.4%           0.2%
                                                     =============================================================

</TABLE>

                                                                          Page 8
<PAGE>

Comparison  of three  months  ended  September  30, 2000 with three months ended
September 30, 1999

         Operating  revenue  increased  slightly  to $50.2  million  in the 2000
quarter compared to $50.0 million in the 1999 quarter. A substantial increase in
fuel  surcharge  revenue to $1.9 million in the 2000 quarter from $65,000 in the
1999 quarter  helped to offset  reductions  in revenue  caused by lower  average
revenue per tractor per week and lower weighted average tractors.  Approximately
$990,000 of the fuel surcharge  revenue  collected helped to offset Company fuel
costs and the remainder was passed through to independent  contractors.  Average
revenue per tractor  per week  (excluding  revenue  from  brokerage  operations)
decreased to $2,270 during the 2000 quarter from $2,328 during the 1999 quarter,
primarily due to a shortage of manned  tractors in the fleet.  Weighted  average
tractors  decreased  to 1,506 during the 2000 quarter from 1,531 during the 1999
quarter, caused by a reduction in tractors provided by independent  contractors.
Revenue per loaded mile,  net of surcharges,  remained  constant at $1.33 in the
2000 and 1999 quarter as higher transportation costs to shippers attributable to
fuel surcharges made it difficult to get meaningful increases in freight rates.

         Purchased  transportation decreased $763,000 (3.7%) to $19.7 million in
the 2000  quarter  from $20.5  million in the 1999  quarter and  decreased  as a
percentage  of revenue to 39.3% of revenue in the 2000 quarter from 40.9% in the
1999 quarter.  This reflects a decrease in the percentage of the Company's fleet
supplied by independent contractors which was partially offset by an increase in
the  percentage  of the revenue  paid to the  independent  contractors  for fuel
surcharges. Management believes the decline in independent contractor percentage
is  attributable to high fuel costs,  rising interest rates,  and lower value of
used equipment which have diminished the pool of drivers  interested in becoming
or remaining independent contractors.

         Compensation and employee  benefits  remained constant at $12.7 million
in the 2000 and 1999 quarter and  decreased as a percentage  of revenue to 25.3%
of  revenue  in the 2000  quarter  from  25.4% in the  1999  quarter.  Increases
attributable  to the increase in the per-mile wage paid to flatbed drivers which
occurred in the fourth quarter of 1999 were offset by lower workers compensation
claims paid and accrued.

         Fuel, supplies,  and maintenance increased $2.0 million (33.8%) to $8.0
million  in the  2000  quarter  from  $6.0  million  in the 1999  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 15.9% of
revenue for the 2000 quarter compared with 11.9% for the 1999 quarter.  This was
the result of a 26%  increase in the  average  price of fuel to $1.48 per gallon
during  the 2000  quarter  from  $1.17  per  gallon  during  the  1999  quarter.
Additionally,  in the  2000  quarter  there  were no  gains  from  fuel  hedging
transactions  compared to  $327,000  in the 1999  quarter.  The  Company's  fuel
hedging  positions  expired in June 2000,  which  increased  and is  expected to
continue to  increase  the  Company's  fuel cost going  forward.  The Company is
attempting  to recover  increases  in fuel prices  through fuel  surcharges  and
higher rates,  however,  fuel price  increases  will not be fully offset through
these measures.

         Insurance and claims decreased $679,000 (51.2%) to $648,000 in the 2000
quarter  from $1.3  million in the 1999  quarter.  As a  percentage  of revenue,
insurance and claims  decreased to 1.3% of revenue for the 2000 quarter compared
with 2.7% for the 1999 quarter.  The decrease was  attributable to a decrease in
liability and physical damage claims paid and reserved which were unusually high
in the 1999 quarter.  The Company  expects its insurance and claims expense will
increase  as a  percentage  of  revenue  in the  future  as a result  of  rising
insurance costs impacting the entire trucking industry.

         Taxes and  licenses  remained  constant at $1.0 million in the 2000 and
1999 quarter.  As a percentage of revenue,  taxes and licenses remained constant
at 2.0% of revenue in the 2000 and 1999 quarter.

         General and  administrative  expenses  decreased $56,000 (3.0%) to $1.8
million  in the  2000  quarter  from  $1.9  million  in the 1999  quarter.  As a
percentage of revenue,  general and administrative expenses decreased to 3.6% of
revenue in the 2000 quarter compared with 3.8% in the 1999 quarter.

         Communications  and utilities  decreased  $16,000 (3.2%) to $483,000 in
the 2000 quarter  from  $499,000 in the 1999  quarter due to  renegotiated  long
distance telephone service contracts. As a percentage of revenue, communications
and utilities remained constant at 1.0% of revenue for both periods.

         Depreciation  and  amortization  increased  $425,000  (10.1%)  to  $4.6
million  in the  2000  quarter  from  $4.2  million  in the 1999  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 9.2% of
revenue in the 2000 quarter from 8.4% in the 1999 quarter reflecting lower gains
on sales of equipment,  a larger fleet of  Company-owned  tractors and trailers,
which increased the cost of equipment being depreciated,  and an increase in the
number of Company-owned tractors,  trailers, and satellite  communications units
financed with debt rather than operating leases.

                                                                          Page 9
<PAGE>

         Interest  expense (net) increased  $106,000  (11.5%) to $1.0 million in
the 2000 quarter from $924,000 in the 1999 quarter as a result of higher average
interest rates partially offset by slightly lower average outstanding debt. As a
percentage of revenue,  interest  expense (net)  increased to 2.0% of revenue in
the 2000 quarter and 1.8% in the 1999 quarter.

         As a result of the foregoing,  the Company's pretax margin decreased to
0.3% in the 2000 quarter from 2.1% in the 1999 quarter.

         The  Company's  effective  tax rate was 87.9% for the 2000  quarter and
41.1% for the 1999  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  pretax  earnings.  At the
Company's  low  earnings  level for the quarter,  nondeductible  per diem travel
expenses comprised a larger portion of pretax earnings,  effectively  increasing
the tax rate during the quarter.

         As a result of the factors  described above, net earnings  decreased to
$21,000 (0.0% of revenue) in the 2000 quarter from $610,000 (1.2% of revenue) in
the 1999 quarter.

Comparison  of nine months  ended  September  30,  2000 with nine  months  ended
September 30, 1999

         Operating  revenue  increased  $3.6  million  (2.4%) to $152.0  million
during the 2000 period from $148.5 million during the 1999 period. A substantial
increase  in fuel  surcharge  revenue to $4.8  million in the 2000  period  from
$78,000 in the 1999  period  was  partially  offset by  slightly  lower  average
revenue per tractor per week and lower weighted average tractors.  Approximately
$2.5 million of the fuel surcharge  revenue  collected  helped to offset Company
fuel costs and the  remainder  was passed  through to  independent  contractors.
Weighted average  tractors  decreased to 1,514 during the 2000 period from 1,533
during  the  1999  period,  caused  by  a  reduction  in  tractors  provided  by
independent contractors. Average revenue per tractor per week (excluding revenue
from  brokerage  operations)  decreased  to $2,314  during the 2000  period from
$2,318  during the 1999  period.  Revenue per loaded  mile,  net of  surcharges,
increased to $1.33 in the 2000 period compared to $1.32 in the 1999 period.

         Purchased transportation remained constant at $60.0 million in the 2000
and 1999 period. As a percentage of revenue,  purchased transportation decreased
to 39.4% of  revenue  in the 2000  period  from  40.4% in the 1999  period.  The
decrease as a percentage of revenue reflects a decrease in the percentage of the
Company's fleet supplied by independent  contractors.  This was partially offset
by an increase in the percentage of revenue paid to the independent  contractors
for fuel surcharges.

         Compensation  and employee  benefits  increased  $2.4 million (6.5%) to
$39.1  million in the 2000 period from $36.7  million in the 1999  period.  As a
percentage of revenue,  compensation and employee benefits increased to 25.7% of
revenue in the 2000  period  from 24.7% in the 1999  period.  The  increase  was
primarily  attributable  to the  increase in the  per-mile  wage paid to flatbed
drivers  which  occurred  in the fourth  quarter of 1999 and an  increase in the
percentage of the Company's fleet represented by Company-owned equipment.

         Fuel, supplies, and maintenance increased $5.0 million (28.1%) to $22.6
million  in the  2000  period  from  $17.6  million  in the  1999  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 14.9% of
revenue for the 2000 period  compared  with 11.9% for the 1999 period.  This was
the result of a 33%  increase in the  average  price of fuel to $1.42 per gallon
during  the 2000  period  from  $1.07 per gallon  during  the 1999  period.  The
increase  in fuel  prices  was  partially  offset  by gains  from  fuel  hedging
transactions of $667,000 for the 2000 period compared with $203,000 for the 1999
period.  The  Company's  fuel  hedging  positions  expired in June  2000,  which
increased and is expected to continue to increase the Company's  fuel cost going
forward.  The Company is attempting to recover  increases in fuel prices through
fuel  surcharges  and higher rates,  however,  fuel price  increases will not be
fully offset through these measures.

         Insurance and claims decreased  $782,000 (23.5%) to $2.6 million in the
2000 period from $3.3  million in the 1999 period.  As a percentage  of revenue,
insurance and claims  decreased to 1.7% of revenue for the 2000 period  compared
with 2.2% for the 1999 period.  The decrease was  attributable  to a decrease in
liability and physical damage claims paid and reserved.  The Company expects its
insurance  and claims  expense will  increase as a percentage  of revenue in the
future as a result of rising  insurance  costs  impacting  the  entire  trucking
industry.

                                                                         Page 10

<PAGE>

         Taxes and  licenses  remained  constant at $3.0 million in the 2000 and
1999 period. As a percentage of revenue, taxes and licenses remained essentially
constant at 1.9% of revenue for the 2000 period  compared with 2.0% for the 1999
period.

         General and  administrative  expenses increased $114,000 (2.1%) to $5.6
million in the 2000 period from $5.5 million in the 1999 period. As a percentage
of revenue,  general and  administrative  expenses  remained constant at 3.7% of
revenue in the 2000 and 1999 period.

         Communications  and utilities  decreased $94,000 (5.7%) to $1.5 million
in the 2000 period from $1.6 million in the 1999 period due to renegotiated long
distance telephone service contracts. As a percentage of revenue, communications
and utilities decreased slightly to 1.0% of revenue for the 2000 period compared
with 1.1% for the 1999 period.

         Depreciation and  amortization  increased $2.2 million (18.5%) to $13.8
million  in the  2000  period  from  $11.7  million  in the  1999  period.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 9.1% of
revenue in the 2000 period from 7.9% in the 1999 period  reflecting  lower gains
on sales of equipment,  a larger fleet of  Company-owned  tractors and trailers,
which increased the cost of equipment being depreciated,  and an increase in the
number of Company-owned tractors,  trailers, and satellite  communications units
financed with debt rather than operating leases.

         Interest  expense (net) increased  $296,000  (10.7%) to $3.1 million in
the 2000  period  from  $2.8  million  in the 1999  period as a result of higher
average  interest rates partially  offset by slightly lower average  outstanding
debt. As a percentage of revenue,  interest  expense (net)  increased to 2.1% of
revenue in the 2000 period from 1.8% in the 1999 period.

         As a result of the foregoing,  the Company's pretax margin decreased to
0.6% in the 2000 period from 4.2% in the 1999 period.

         The  Company's  effective  tax rate was 69.2% for the 2000  period  and
41.6% for the 1999 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  pretax  earnings.  At the
Company's  low  earnings  level for the  period,  nondeductible  per diem travel
expenses comprised a larger portion of pretax earnings,  effectively  increasing
the tax rate during the period.

         As a result of the factors  described above, net earnings  decreased to
$266,000  (0.2% of  revenue)  in the 2000  period  from  $3.6  million  (2.4% of
revenue) in the 1999 period.

Liquidity and Capital Resources

         The  growth  of  the  Company's   business  has  required   significant
investments  in new revenue  equipment  that the Company has  financed in recent
years with  borrowings  under  installment  notes payable to commercial  lending
institutions and equipment manufacturers, borrowings under lines of credit, cash
flow from operations, and equipment leases from third-party lessors. The Company
also has  obtained a portion of its  revenue  equipment  fleet from  independent
contractors  who own and operate the equipment,  which reduces  overall  capital
expenditure   requirements   compared   with   providing  a  fleet  of  entirely
Company-owned  equipment.  The Company's primary sources of liquidity  currently
are funds  provided by operations and borrowings  under credit  agreements  with
financial institutions and equipment manufacturers. 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
2000.

         Net cash  provided by operating  activities  was $14.5  million for the
nine  months  ended  September  30,  2000.  The  primary  sources  of cash  from
operations  were  net  earnings  of  $266,000  increased  by  $13.8  million  in
depreciation and  amortization,  and a $1.9 million increase in accounts payable
and  other  accrued  liabilities.  The  Company's  principal  uses of cash  from
operations  are to  service  debt and  internally  finance  accounts  receivable
growth.  Customer accounts receivable increased $2.0 million for the nine months
ended September 30, 2000. The average age of the Company's  accounts  receivable
was  approximately  36.6 days for the 2000 period  versus 34.2 days for the 1999
period.

                                                                         Page 11
<PAGE>

         Net cash used in  investing  activities  of $2.1  million  for the nine
months ended  September  30, 2000 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 $3.1 million during the remaining three
months of 2000.  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 $12.5  million for the nine
months ended September 30, 2000, consisted primarily of principal payments,  net
of borrowings, made under the Company's long-term debt obligations.

         At  September  30, 2000,  the Company had  outstanding  long-term  debt
(including current maturities) of approximately $55.4 million, most of which was
comprised of obligations  for the purchase of revenue  equipment.  Approximately
$35.4 million consisted of borrowings from financial  institutions and equipment
manufacturers,  $20.0 million  represented  the amount drawn under the Company's
revolving credit facility, and $59,000 represented future payments for purchases
of intangible assets. Interest rates on this debt range from 5.81% to 8.12% with
maturities through 2005.

         At September  30, 2000,  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 September 30, 2000,
the Company had $15.1 million of remaining  borrowing capacity under this credit
facility. The interest rate under the credit facility is currently 1.5% plus the
LIBOR rate for the  corresponding  period.  The credit  facility  is secured and
contains  covenants  that  impose  certain  minimum  financial  ratios and limit
additional liens, the size of certain mergers and acquisitions,  dividends,  and
other  matters.  The  Company  was in  compliance  with the terms of the  credit
facility at September 30, 2000.

         On  June  23,  2000,  the  Company's  Board  of  Directors  approved  a
resolution  authorizing  the Company to repurchase  up to 500,000  shares of its
Class A common stock. No shares were repurchased under the resolution during the
quarter,  however,  subsequent  to the end of the  quarter,  68,200  shares were
repurchased.

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.  Most 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, 2000,  approximately  56% of the Company's debt carries a variable  interest
rate and the remainder is fixed.

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.  There are no currently outstanding  derivative  instruments
and all of the Company's fuel hedging agreements expired by June 30, 2000.

                                                                         Page 12
<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 13

<PAGE>

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

         (a)  Exhibits.


 Exhibit                                                     Description
 Number

2.1        ++++    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.
2.2        ++++    First Amendment to Asset Purchase Agreement dated October 29,
                   1998, by and among  Smithway Motor Xpress,  Inc.,  JHT, Inc.,
                   JHT  LOGISTICS,  INC.,  Bass Brook Truck  Service,  Inc., and
                   JERDON TERMINAL HOLDINGS, LLC.
2.3        *       Second Amendment to Asset Purchase Agreement dated October
                   30, 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.
3.2        +       Bylaws.
4.1        +       Articles of Incorporation.
4.2        +       Bylaws.
10.1       +       Outside Director Stock Plan dated March 1, 1995.
10.2       +       Incentive Stock Plan adopted March 1, 1995.
10.3       +       401(k) Plan adopted August 14, 1992, as amended.
10.4       +       Form of Agency Agreement between Smithway Motor Xpress, Inc.
                   and its independent commission agents.
10.5       +       Memorandum of officer incentive compensation policy.
10.6       +       Form of Independent Contractor Agreement between Smithway
                   Motor Xpress, Inc. and its independent  contractor  providers
                   of tractors.
10.7       ++      Credit  Agreement  dated  September  3,  1997,  between
                   Smithway  Motor Xpress Corp.,  as Guarantor,  Smithway  Motor
                   Xpress, Inc., as Borrower, and LaSalle National Bank.
10.8       +++     First  Amendment  to Credit  Agreement  dated March 1, 1998,
                   between  Smithway Motor Xpress Corp., as Guarantor,  Smithway
                   Motor Xpress, Inc., as Borrower, and LaSalle National Bank.
10.9       +++     Second  Amendment to Credit  Agreement dated March 15, 1998,
                   between  Smithway Motor Xpress Corp., as Guarantor,  Smithway
                   Motor Xpress, Inc., as Borrower, and LaSalle National Bank.
10.10      ++++    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.
10.11      ++++    First Amendment to Asset Purchase Agreement dated October 29,
                   1998, by and among  Smithway Motor Xpress,  Inc.,  JHT, Inc.,
                   JHT  LOGISTICS,  INC.,  Bass Brook Truck  Service,  Inc., and
                   JERDON TERMINAL HOLDINGS, LLC.

                                                                         Page 14

<PAGE>

10.12      *       Second Amendment to Asset Purchase Agreement dated October
                   30, 1998,  by and among  Smithway  Motor Xpress,  Inc.,  JHT,
                   Inc., JHT LOGISTICS,  INC.,  Bass Brook Truck Service,  Inc.,
                   and JERDON TERMINAL HOLDINGS, LLC.
10.13      *       Third Amendment to Credit Agreement dated October 30, 1998,
                   between  Smithway Motor Xpress Corp., as Guarantor,  Smithway
                   Motor Xpress,  Inc., as Borrower,  and LaSalle National Bank,
                   as Lender.
10.14      **      Amendment No. 2 to Smithway Motor Xpress Corp. Incentive
                   Stock Plan, adopted May 7, 1999.
10.15      ***     Fourth Amendment to Credit Agreement dated August 20, 1999,
                   between  Smithway Motor Xpress Corp., as Guarantor,  Smithway
                   Motor Xpress, Inc., as Borrower, and LaSalle National Bank.
10.16      ****    Fifth Amendment to Credit Agreement dated December 17, 1999,
                   between  Smithway Motor Xpress Corp., as Guarantor,  Smithway
                   Motor Xpress, Inc., as Borrower, and LaSalle National Bank.
10.17      *****   1997 Profit Incentive Plan, adopted May 8, 1997.
10.18      #       Form of Outside Director Stock Option Agreement dated July
                   27, 2000, between Smithway Motor Xpress Corp. and each of its
                   non-employee directors.
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 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.

*        Incorporated by reference from the Company's Annual Report on Form 10-K
         for the fiscal  year  ended  December  31,  1998.  Commission  File No.
         000-20793, dated March 18, 1999.

**       Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended June 30, 1999. Commission File No. 000-20793,
         dated August 13, 1999.

***      Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period  ended  September  30,  1999.  Commission  File No.
         000-20793, dated November 10, 1999.

****     Incorporated by reference from the Company's Annual Report on Form 10-K
         for the fiscal  year  ended  December  31,  1999.  Commission  File No.
         000-20793, dated March 29, 2000.

*****    Incorporated by reference from the Company's Quarterly Report on Form
         10-Q  for  the  period  ended  March  31,  2000.  Commission  File  No.
         000-20793, dated May 5, 2000.

#        Filed herewith.

         (b)  Reports on Form 8-K.
              None.
                                                                         Page 15

<PAGE>


                                    SIGNATURE

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

                                         SMITHWAY MOTOR XPRESS CORP.,
                                         a Nevada corporation


Date: November 3, 2000                   By:  /s/ Douglas C. Sandvig
      ----------------------                ---------------------------------
                                         Douglas C. Sandvig
                                         Controller and Chief Accounting Officer