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 March 31, 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
incorporation or organization)                             number)

                                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 (May 3, 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 16-17.




                                                                        Page 1

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
                                                                                                         PAGE
                                                                                                        NUMBER
<S>      <C>                                                                                             <C>
Item 1.  Financial Statements.......................................................................      3-9
         Condensed Consolidated Balance Sheets as of December 31, 2001 and
                  March 31, 2002  (unaudited).......................................................      3-4
         Condensed Consolidated Statements of Operations for the three months
                  ended March 31, 2001 and 2002 (unaudited).........................................       5
         Condensed Consolidated Statements of Cash Flows for the three months ended
                  March 31, 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........................................................................     10-15
Item 3.  Quantitative and Qualitative Disclosures About Market Risks................................       15
</TABLE>

                                     PART II
                                OTHER INFORMATION
<TABLE>
 <S>                                                                                                     <C>
 Item 1. Legal Proceedings...........................................................................      16
 Item 2. Changes in Securities and Use of Proceeds...................................................      16
 Item 3. Defaults Upon Senior Securities.............................................................      16
 Item 4. Submission of Matters to a Vote of Security Holders.........................................      16
 Item 5. Other Information...........................................................................      16
 Item 6. Exhibits and Reports on Form 8-K............................................................    16-17
</TABLE>


                                                                        Page 2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
                                                                                   December 31,       March 31,
                                                                                      2001              2002
                                                                               ------------------ ------------------
                                                                                                     (unaudited)
                                    ASSETS
<S>                                                                            <C>                <C>
Current assets:
   Cash and cash equivalents.................................................. $             722  $              25
   Receivables:
      Trade...................................................................            13,649             15,779
      Other...................................................................             1,020              1,664
      Recoverable income taxes................................................             1,820              1,786
   Inventories................................................................             1,561              1,559
   Deposits, primarily with insurers..........................................               539                508
   Prepaid expenses...........................................................               926              2,113
   Deferred income taxes......................................................             1,726              1,892
                                                                               -----------------  ------------------
         Total current assets.................................................            21,963             25,326
                                                                               -----------------  ------------------
Property and equipment:
   Land.......................................................................             1,548              1,548
   Buildings and improvements.................................................             8,175              8,205
   Tractors...................................................................            79,472             78,869
   Trailers...................................................................            44,784             41,887
   Other equipment............................................................             7,318              7,845
                                                                               -----------------  ------------------
                                                                                         141,297            138,354
   Less accumulated depreciation..............................................            62,252             63,623
                                                                               -----------------  ------------------
         Net property and equipment...........................................            79,045             74,731
                                                                               -----------------  ------------------
Goodwill......................................................................             5,016              5,016
Other assets..................................................................               412                401
                                                                               -----------------  ------------------
                                                                               $         106,436  $         105,474
                                                                               =================  ==================




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,        March 31,
                                                                                     2001               2002
                                                                              ------------------ ------------------
                                                                                                    (unaudited)
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                           <C>                <C>
Current liabilities:
   Current maturities of long-term debt.......................................$           12,052 $           12,497
   Accounts payable...........................................................             4,589              6,321
   Checks issued in excess of cash balances...................................                 -                385
   Accrued compensation.......................................................             2,258              3,167
   Accrued loss reserves......................................................             2,327              2,650
   Other accrued expenses.....................................................               792                567
                                                                              ------------------ ------------------
         Total current liabilities............................................            22,018             25,587
Long-term debt, less current maturities.......................................            37,105             33,269
Deferred income taxes.........................................................            14,862             13,804
Line of credit................................................................               585              2,980
                                                                              ------------------ ------------------
         Total liabilities....................................................            74,570             75,640
                                                                              ------------------ ------------------
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             18,805
   Reacquired shares, at cost.................................................              (420)              (414)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            31,866             29,834
                                                                              ------------------ ------------------
                                                                              $          106,436 $          105,474
                                                                              ================== ==================



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
                                                                                           March 31,
                                                                                      2001            2002
                                                                                 --------------  --------------
<S>                                                                              <C>             <C>
Operating revenue:
    Freight......................................................................$       47,230  $       41,059
    Other........................................................................           149             161
                                                                                 --------------  --------------
        Operating revenue........................................................        47,379          41,220
                                                                                 --------------  --------------
Operating expenses:
    Purchased transportation.....................................................        17,579          15,291
    Compensation and employee benefits...........................................        13,360          13,404
    Fuel, supplies, and maintenance..............................................         8,615           6,484
    Insurance and claims.........................................................           984           1,813
    Taxes and licenses...........................................................           886             836
    General and administrative...................................................         1,989           1,809
    Communications and utilities.................................................           561             507
    Depreciation and amortization................................................         4,532           3,776
                                                                                 --------------  --------------
        Total operating expenses.................................................        48,506          43,920
                                                                                 --------------  --------------
             Loss from operations................................................        (1,127)         (2,700)
Financial (expense) income
    Interest expense.............................................................          (860)           (561)
    Interest income..............................................................            12               7
                                                                                 --------------  --------------
             Loss before income taxes............................................        (1,975)         (3,254)
Income tax benefit...............................................................          (687)         (1,217)
                                                                                 --------------  --------------
             Net loss............................................................$       (1,288) $       (2,037)
                                                                                 ==============  ==============
Basic and diluted loss per common share..........................................$        (0.26)  $       (0.42)
                                                                                 ==============  ==============
Basic weighted average common shares outstanding.................................     4,875,503       4,844,524
    Common stock options and awards..............................................             -               -
                                                                                 --------------  --------------
Diluted weighted average common shares outstanding...............................     4,875,503       4,844,524
                                                                                 ==============  ==============



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>
                                                                                           Three Months Ended
                                                                                               March 31,
                                                                                     --------------------------------
                                                                                           2001             2002
                                                                                     --------------  ----------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
  Net loss...........................................................................$       (1,288) $       (2,037)
                                                                                     --------------- ----------------
  Adjustments to reconcile net loss to net cash provided by (used in) operating
    activities:
    Depreciation and amortization....................................................         4,532           3,776
    Deferred income taxes............................................................          (659)         (1,224)
    Stock bonuses....................................................................             9               -
    Changes in:
      Receivables....................................................................        (2,702)         (2,740)
      Inventories....................................................................           (11)              2
      Deposits, primarily with insurers..............................................            22              31
      Prepaid expenses...............................................................          (838)         (1,187)
      Accounts payable and other accrued liabilities.................................         2,066           2,739
                                                                                     --------------- ----------------
       Total adjustments.............................................................         2,419           1,397
                                                                                     --------------- ----------------
       Net cash provided by (used in) operating activities...........................         1,131            (640)
                                                                                     --------------- ----------------

Cash flows from investing activities:
  Payments for acquisitions..........................................................        (2,678)              -
  Purchase of property and equipment.................................................        (1,215)           (273)
  Proceeds from the sale of property and equipment...................................           431           1,311
  Other .............................................................................           (25)             11
                                                                                     --------------- ----------------
       Net cash used in (provided by) investing activities...........................        (3,487)          1,049
                                                                                     --------------- ----------------

Cash flows from financing activities:
  Borrowings on line of credit.......................................................             -          34,461
  Payments on line of credit.........................................................             -         (32,066)
  Proceeds from long-term debt.......................................................         7,500               -
  Principal payments on long-term debt...............................................        (4,547)         (3,891)
  Change in net checks issued in excess of cash balances.............................             -             385
  Other..............................................................................          (151)              5
                                                                                     --------------- ----------------
       Net cash provided by (used in) financing activities...........................         2,802          (1,106)
                                                                                     --------------- ----------------

       Net increase (decrease) in cash and cash equivalents..........................           446            (697)
Cash and cash equivalents at beginning of period.....................................           349             722
                                                                                     --------------- ----------------
Cash and cash equivalents at end of period...........................................$          795  $           25
                                                                                     =============== ================


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>
                                                                                           Three Months Ended
                                                                                               March 31,
                                                                                     ------------------------------
                                                                                          2001            2002
                                                                                     --------------  ---------------
<S>                                                                                  <C>             <C>
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
       Interest......................................................................$         899   $          582
       Income tax....................................................................          (18)             (27)
                                                                                     ==============  ===============

Supplemental schedules of noncash investing and financing activities:
       Notes payable issued for tractors and trailers................................$          94   $          500
       Issuance of stock bonuses.....................................................           10               -
                                                                                     ==============  ===============

Cash payments for acquisitions:
       Revenue equipment.............................................................$       2,088   $           -
       Goodwill......................................................................          250               -
       Other assets (net)............................................................          340               -
                                                                                     --------------  ---------------
                                                                                     $       2,678   $           -
                                                                                     ==============  ===============



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

<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 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 month
     period ended March 31, 2001:

<TABLE>
                                                                                      Three months ended
(Dollars in thousands)                                                   March 31, 2001               March 31, 2002
                                                                      --------------------------------------------------
<S>                                                                   <C>                          <C>
Net loss:
As reported.......................................................... $             (1,288)        $            (2,037)
Goodwill amortization, net of tax....................................                  103                         -
                                                                      ---------------------        ---------------------
Adjusted net loss.................................................... $             (1,185)        $            (2,037)
                                                                      =====================        =====================


Basic and diluted net loss per share:
As reported.......................................................... $              (0.26)        $             (0.42)
Goodwill amortization................................................                 0.02                         -
                                                                      ---------------------        ---------------------
Adjusted basic and diluted net loss per share........................ $              (0.24)        $             (0.42)
                                                                      =====================        =====================
</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 SUBSIDIARY

         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
     quarters  ended March 31, 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 March 31, 2001 and 2002 totaled
     345,000 and 647,525, respectively.


                                                                        Page 9

<PAGE>

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

Introduction

     Except for the historical  information  contained herein, the discussion in
this  quarterly  report on Form 10-Q contains  forward-looking  statements  that
involve  risk,  assumptions,  and  uncertainties  that are difficult to predict.
Words such as "believe,"  "may,"  "could,"  "expects,"  "likely,"  variations of
these  words,   and  similar   expressions,   are  intended  to  identify   such
forward-looking statements. The Company claims the protection of the safe harbor
for forward-looking  statements  contained in the Private Securities  Litigation
Reform Act of 1995 for all  forward-looking  statements.  The  Company's  actual
results could differ materially from those discussed herein. Without limitation,
factors that could cause or  contribute  to such  differences  include  economic
recessions or downturns in customers'  business cycles,  excessive  increases in
capacity within truckload markets,  decreased demand for transportation services
offered by the Company,  increases or rapid  fluctuation in inflation,  interest
rates,  fuel prices and fuel hedging,  the  availability and costs of attracting
and  retaining  qualified  drivers  and  owner-operators,  increasing  insurance
premiums  and  deductible   amounts   related  to  accident,   cargo,   workers'
compensation,  health and other claims,  seasonal  factors such as harsh weather
conditions that increase  operating  costs,  the resale value of used equipment,
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 first quarter of the Company's 2001 and 2002 fiscal years.

     For the three months ended March 31, 2002,  operating revenue decreased 13%
to $41.2  million from $47.4 million  during the same quarter in 2001.  Net loss
was $2.0 million,  or ($0.42) per diluted share,  compared with net loss of $1.3
million or ($0.26) per diluted share, during the 2001 quarter.

     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 months ended March 31, 2001 and 2002:


                                                            Three Months Ended
                                                                 March 31,
                                                             2001         2002
                                                          ---------    ---------
Operating revenue......................................    100.0%        100.0%
Operating expenses
  Purchased transportation.............................     37.1          37.1
  Compensation and employee benefits...................     28.2          32.5
  Fuel, supplies, and maintenance......................     18.2          15.7
  Insurance and claims.................................      2.1           4.4
  Taxes and licenses...................................      1.9           2.0
  General and administrative...........................      4.2           4.4
  Communications and utilities.........................      1.2           1.2
  Depreciation and amortization...................           9.6           9.2
                                                          ---------    ---------
    Total operating expenses...........................    102.4         106.6
                                                          ---------    ---------
Loss from operations...................................     (2.4)         (6.6)
Interest expense (net).................................     (1.8)         (1.4)
                                                          ---------    ---------
Loss before income taxes...............................     (4.2)         (7.9)
Income tax benefit.....................................     (1.5)         (3.0)
                                                          ---------    ---------
Net loss...............................................     (2.7)%        (4.9)%
                                                          =========    =========

Comparison of three months ended March 31, 2002 with three months ended
March 31, 2001

     Operating revenue  decreased $6.2 million (13.0%),  to $41.2 million during
the 2002 quarter  from $47.4  million  during the 2001  quarter.  Lower  average
revenue per tractor per week,  decreased fuel surcharge  revenue,  and decreased
brokerage  revenue  were  responsible  for the  decrease in  operating  revenue.
Average  revenue  per  tractor  per  week  (excluding   revenue  from  brokerage
operations and fuel surcharges) decreased to $1,990 during the 2002 quarter from
$2,193  during the 2001  quarter,  primarily  due to a higher number of unseated
company tractors and lower weekly production caused by soft freight demand. Soft
freight demand caused a combination  of fewer loads,  higher non- revenue miles,
more layovers,  and rate  pressure,  but the Company was still able to achieve a
$.04  increase in revenue per loaded mile,  net of  surcharges,  to $1.35 in the
2002 quarter  from $1.31 in the 2001  quarter.  A $1.7 million  decrease in fuel
surcharge  revenue to $220,000 in the 2002 quarter from $1.9 million in the 2001
quarter also contributed to the decrease in operating  revenue.  During the 2002
and 2001 quarter,  approximately $111,000 and $1.0 million, respectively, of the
fuel  surcharge  revenue  collected  helped to offset  Company  fuel costs.  The
remainder  was passed  through to  independent  contractors.  Finally,  weighted
average tractors  increased slightly to 1,517 during the 2002 quarter from 1,501
during the 2001 quarter.

     Purchased  transportation  consists  primarily  of payments to  independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment.  Purchased
transportation  decreased  $2.3 million  (13.0%),  to $15.3  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 $760,000
decrease in payments to independent contractors and brokers for fuel surcharges.
Management  believes the decline in independent  contractors is  attributable to
high fuel costs,  high  insurance  costs,  tighter  credit  standards,  and slow
freight demand which have diminished the pool of drivers  interested in becoming
or  remaining  independent  contractors.  Additionally,  brokerage  revenue  has
decreased due to slow freight demand. Purchased transportation remained constant
as a percentage  of revenue at 37.1% of revenue in both quarters as the decrease
in the  amount  paid  to  independent  contractors  resulting  from  lower  fuel
surcharges  was offset by an increase in the  percentage of the Company's  fleet
supplied by independent contractors.

     Compensation  and employee  benefits  increased  $44,000  (0.3%),  to $13.4
million  in the 2002  quarter  from  $13.4  million  in the 2001  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 32.5% of
revenue in the 2002  quarter  from 28.2% in the 2000  quarter.  The increase was
primarily attributable to higher workers'

                                                                       Page 11

<PAGE>


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.

     Fuel,  supplies,  and maintenance  decreased $2.1 million (24.7%),  to $6.5
million  in the  2002  quarter  from  $8.6  million  in the 2001  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 15.7% of
revenue for the 2002 quarter compared with 18.2% for the 2001 quarter.  This was
the result of a decrease in average fuel prices, to $1.12 per gallon in the 2002
quarter  from  $1.42  per  gallon  in the 2001  quarter  and a  decrease  in the
percentage of the Company's  fleet supplied by seated  Company-owned  equipment.
Fuel surcharge revenue  attributable to loads hauled by Company trucks decreased
to $111,000 in the 2002 quarter from $1.0 million in the 2000 quarter.

     Insurance and claims  increased  $829,000  (84.2%),  to $1.8 million in the
2002  quarter from  $984,000 in the 2001  quarter.  As a percentage  of revenue,
insurance and claims  increased to 4.4% of revenue in the 2002 quarter  compared
with 2.1% in the 2000 quarter.  The increase was  attributable  to a substantial
increase in insurance  premiums on July 1, 2001,  when the  Company's  insurance
policies were renewed.

     Taxes and  licenses  decreased  $50,000  (5.6%),  to  $836,000  in the 2002
quarter from $886,000 in the 2001 quarter. As a percentage of revenue, taxes and
licenses  remained  essentially  constant at 2.0% of revenue in the 2002 quarter
compared with 1.9% in the 2001 quarter.

     General and  administrative  expenses  decreased  $180,000 (9.0%),  to $1.8
million  in the  2002  quarter  from  $2.0  million  in the 2001  quarter.  As a
percentage of revenue,  general and administrative expenses increased to 4.4% of
revenue in the 2002 quarter compared with 4.2% in the 2001 quarter.  Cost saving
efforts  have been  successful  in reducing  the  dollars  spent for general and
administrative  expenses,  however lower fuel surcharge  revenue and lower truck
production caused the percentage of revenue to increase.

     Communications  and utilities  decreased $54,000 (9.6%), to $507,000 in the
2002  quarter from  $561,000 in the 2001  quarter.  As a percentage  of revenue,
communications and utilities remained constant at 1.2% in both quarters.

     Depreciation and amortization  decreased $756,000 (16.7%),  to $3.8 million
in the 2002 quarter from $4.5 million in the 2001  quarter.  As a percentage  of
revenue,  depreciation and amortization decreased to 9.2% of revenue in the 2002
quarter compared with 9.6% in the 2001 quarter reflecting a $649,000 gain on the
sale of excess  trailers and a decrease in the percentage of the Company's fleet
supplied by seated Company-owned equipment.  Additionally,  adoption of SFAS 142
caused  amortization  of goodwill to  decrease  to $0 in the 2002  quarter  from
$158,000 in the 2001 quarter.

     Interest expense (net) decreased $294,000 (34.7%),  to $554,000 in the 2002
quarter  from  $848,000  in the 2001  quarter  reflecting  a decrease in average
outstanding debt and lower interest rates. As a percentage of revenue,  interest
expense (net) decreased slightly to 1.4% of revenue in the 2002 quarter compared
with 1.8% in the 2001 quarter.

     As a result of the foregoing, the Company's pretax margin was (7.9%) in the
2002 quarter compared with (2.4%) in the 2001 quarter.

     The Company's income tax benefit for the 2002 quarter was $1.2 million,  or
37.4% of loss before income taxes. The Company's income tax benefit for the 2001
quarter was $687,000, or 34.8% 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 $2.0 million (4.9%
of revenue) in the 2002 quarter, compared with $1.3 million (2.7% of revenue) in
the 2001 quarter.


                                                                       Page 12

<PAGE>

Liquidity and Capital Resources

     The size of the Company's  business has remained  essentially  constant for
the past three  years.  During this  period the  Company  has  reduced  debt and
invested in new revenue equipment to replace older equipment.  New equipment has
been financed in recent years with borrowings under installment notes payable to
commercial lending  institutions and equipment  manufacturers,  borrowings under
lines  of  credit,  cash  flow  from  operations,   and  equipment  leases  from
third-party  lessors.  The  Company  also has  obtained a portion of its revenue
equipment fleet from independent  contractors who own and operate the equipment,
which reduces overall capital expenditure requirements compared with providing a
fleet of entirely  company-owned  equipment.  The Company's  primary  sources of
liquidity currently are funds provided by operations and borrowings under credit
agreements with financial institutions and equipment manufacturers.  The Company
reduced  its  borrowing  by $1.0  million  during the  quarter.  The Company has
experienced  a recent  decrease  in the ratio of its  current  assets to current
liabilities,  primarily  as a result of a decrease in trade  receivables  and an
increase  in current  maturities  of  long-term  debt.  The  increase in current
maturities  resulted from a restructuring of the Company's  financing  agreement
with LaSalle Bank.  Management  expects this trend to continue in future periods
until the Company returns to profitability. Management believes that its sources
of liquidity  are adequate to meet its  currently  anticipated  working  capital
requirements, capital expenditures, and other needs at least through 2002.

     Net cash used in  operating  activities  was  $640,000 for the three months
ended March 31, 2002. The Company's  principal uses of cash from  operations are
to service debt and internally  finance accounts  receivable.  Customer accounts
receivable increased $2.7 million for the three months ended March 31, 2002. The
average age of the Company's accounts  receivable was approximately 33.3 days in
the 2002 period versus 35.9 days in the 2001 period.

     Net cash  provided  by  investing  activities  of $1.0  million in the 2002
period  related  primarily  to  purchases  and sales 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  $7.2  million  during the  remaining  nine  months of 2002.  Such
projected  capital  expenditures are expected to be funded with a combination of
cash flow from operations, borrowings, and operating leases.

     Net cash used in financing  activities of $1.1 million for the three months
ended  March  31,  2002,  consisted  primarily  of  principal  payments,  net of
borrowings, made under the Company's long-term debt obligations.

     At March 31, 2002, the Company had  outstanding  long-term debt  (including
line of credit and current maturities) of approximately  $48.7 million,  most of
which was  comprised  of  obligations  for the  purchase  of revenue  equipment.
Approximately $28.5 million consisted of borrowings from financial  institutions
and  equipment  manufacturers  and $20.2  million  was the amount owed under the
Company's  revolving  credit  facility.  Interest  rates on this debt range from
2.96% to 6.58% with maturities through 2009.

     On December  28,  2001,  the Company  amended and  restated  its  financing
agreement with LaSalle Bank. The new agreement 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 March 31, 2002, the term loan had a balance of $17.3  million,  and was
payable in equal monthly  installments  of $250,000 in principal.  The revolving
line of credit allows for  borrowings up to 85 percent of eligible  receivables,
or approximately $12.4 million at March 31, 2002, on which the Company had drawn
approximately  $8.7  million,  including  the $5.5  million  letters  of  credit
discussed  below.  The capital  expenditure  loan allows for  borrowing up to 80
percent of the purchase price of revenue equipment  purchased with such advances
provided  borrowings  under the  capital  expenditure  loan are  limited to $2.0
million annually, and $4.0 million over the term of the agreement.  At March 31,
2002 there was no capital expenditure loan balance. The combination of all loans
with LaSalle Bank can not exceed $32.5 million.

     The financing  agreement also includes  financing for letters of credit. At
March 31, 2002,  the Company had  outstanding  letters of credit  totaling  $5.5
million for self-insured amounts under its insurance programs.  These letters of
credit  directly reduce the amount of potential  borrowings  available under the
financing agreement discussed above.

     All borrowings under this financing arrangement bear interest at the bank's
prime rate,  and the Company is required to pay a facility fee on the  financing
agreement of .25% of the maximum loan limit ($32.5  million).  Borrowings  under
the agreement are secured by liens on revenue  equipment,  accounts  receivable,
and certain other assets.

                                                                       Page 13

<PAGE>



     The financing  arrangement with LaSalle Bank also requires  compliance with
certain financial  covenants,  including  compliance with a minimum tangible net
worth,  capital  expenditure  limits,  and a fixed charge  coverage  ratio.  The
Company was in compliance  with these covenants at March 31, 2002 except for the
fixed charge coverage ratio.  The Company has received a waiver for violation of
the fixed charge  coverage ratio covenant.  Additionally,  subsequent to quarter
end, the Company's financing arrangement was amended to provide less restrictive
tangible net worth and fixed charge coverage covenant  requirements.  Management
expects the Company will be in compliance with the less restrictive covenants at
least through March 31, 2003.

     Equipment financing provided by a manufacturer contains a minimum net worth
requirement  which  the  Company  is in  compliance  with and  expects  to be in
compliance with at least through March 31, 2003.

Contractual Obligations and Commercial Commitments

     The  following  tables  set forth  the  contractual  obligations  and other
commercial commitments as of March 31, 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                                     $48,746         $12,497         $24,238       $10,009      $2,002

Operating leases                                       789             683             104             2           -
                                                ----------------------------------------------------------------------
Total contractual cash obligations                 $49,535         $13,180         $24,342       $10,011      $2,002
                                                ======================================================================
</TABLE>
The Company had no other commercial commitments at March 31, 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 14

<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 or losses on
trade-ins are included in the basis of the new asset.

Estimated Liability for Insurance Claims

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

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  $21.4 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 March 31,  2002,  approximately  85% 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 $415,000, assuming the $48.7 million outstanding at March 31, 2002
of which 85% 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 March 31, 2002,  the Company had no such
agreements in place.  The Company does not trade in these  derivatives  with the
objective of earning financial gains on price fluctuations, nor does it trade in
these instruments when there are no underlying transaction related exposures.


                                                                       Page 15

<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.

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

(a) Exhibits
<TABLE>
Exhibit                                                     Description
Number
<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       *               Form of Independent Contractor Agreement between Smithway  Motor Xpress, Inc. and its
                           independent contractor providers of tractors.
10.7       **              1997 Profit Incentive Plan, adopted May 8, 1997.
10.8       ***             Amendment No. 2 to Smithway Motor Xpress Corp. Incentive Stock Plan, adopted May 7,
                           1999.
10.9       ****            Form of Outside Director Stock Option Agreement dated July 27, 2000, between Smithway
                           Motor Xpress Corp. and each of its non-employee directors.
10.10      +               New Employee Incentive Stock Plan, adopted August 6, 2001 (plan subject to stockholder
                           approval at next annual meeting to obtain incentive stock option treatment for option grants).
10.11      +               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.


                                                                       Page 16

<PAGE>




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

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

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

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

****   Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended September
       30, 2000.  Commission File No. 000-20793, dated November 3, 2000.

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

#      Filed herewith.
</TABLE>

(b) Reports on Form 8-K.

     None.

                                                                       Page 17

<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: May 15, 2002                By:  /s/Douglas C. Sandvig
      ------------                   -------------------------------
                                     Douglas C. Sandvig
                                     Controller and Chief Accounting Officer





























                                                                       Page 18