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, 1999

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

                         Commission File Number 0-20793

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

          Nevada                                         42-1433844
(State or other jurisdiction             (I.R.S. employer identification 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 (May 3, 1999).

             Class A Common Stock, $.01 par value: 4,024,627 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares

                                                    Exhibit Index is on Page 18.



                                                             Page Number 1 of 20

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                                                                           PAGE
                                                                          NUMBER
Item 1.  Financial Statements.............................................   3-9
         Condensed Consolidated Balance Sheets as of December 31, 1998 
                  and March 31, 1999 (unaudited)..........................   3-4
         Condensed Consolidated Statements of Earnings for the     
                  three months ended March 31, 1999 
                  and 1998 (unaudited)....................................     5
         Condensed Consolidated Statements of Stockholders' Equity      
                  for the year ended December 31, 1998, and the three
                  months ended March 31, 1999 (unaudited).................     6
         Condensed Consolidated Statements of Cash Flows       
                  for the three months ended March 31, 1999
                  and 1998 (unaudited)....................................   7-8
         Notes to Condensed Consolidated Financial 
                  Statements (unaudited)..................................     9
Item 2.  Management's Discussion and Analysis of Financial Condition and       
                  Results of Operations................................... 10-16
Item 3.  Quantitative and Qualitative Disclosures 
                  About Market Risks .....................................    15

                                     PART II
                                OTHER INFORMATION


 Item 1. Legal Proceedings................................................    17
 Item 2. Changes in Securities............................................    17
 Item 3. Defaults Upon Senior Securities..................................    17
 Item 4. Submission of Matters to a Vote of Security Holders..............    17
 Item 5. Other Information................................................    17
 Item 6. Exhibits and Reports on Form 8-K................................. 18-19

                           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 Number 2 of 20

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

                                                                                  March 31,         December 31,
                                                                                     1999               1998
                                                                              ------------------ ------------------
                                                                                 (unaudited)
<S>                                                                           <C>                <C>    
                                    ASSETS
Current assets:
  Cash and cash equivalents...................................................$            1,534 $            1,276
  Receivables:
    Trade.....................................................................            18,668             15,481
    Other.....................................................................             1,807              1,366
    Recoverable income taxes..................................................               117                270
  Inventories.................................................................             1,527              1,537
  Deposits, primarily with insurers...........................................               414                391
  Prepaid expenses............................................................             1,954              1,110
  Deferred income taxes.......................................................               660                510
                                                                              ------------------ ------------------
         Total current assets.................................................            26,681             21,941
                                                                              ------------------ ------------------
Property and equipment:
  Land........................................................................               883                881
  Buildings and improvements..................................................             6,180              6,147
  Tractors....................................................................            64,918             60,915
  Trailers....................................................................            38,251             39,194
  Other equipment.............................................................             6,364              6,269
                                                                              ------------------ ------------------
                                                                                         116,596            113,406
  Less accumulated depreciation...............................................            28,920             26,269
                                                                              ------------------ ------------------
         Net property and equipment...........................................            87,676             87,137
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,942              5,892
Other assets..................................................................               274                524
                                                                              ------------------ ------------------
                                                                              $          120,573 $          115,494
                                                                              ================== ==================


</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                                             Page Number 3 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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



                                                                                  March 31,         December 31,
                                                                                     1999               1998
                                                                              ------------------ ------------------
                                                                                 (unaudited)
<S>                                                                           <C>                <C>    

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt........................................  $          8,418   $          8,124
  Accounts payable............................................................             5,865              3,280
  Accrued compensation .......................................................             2,367              1,714
  Accrued loss reserves.......................................................             1,552              1,204
  Other accrued expenses......................................................               750                808
                                                                              ------------------ ------------------
         Total current liabilities............................................            18,952             15,130
Long-term debt, less current maturities.......................................            52,556             53,579
Deferred income taxes.........................................................            12,280             11,380
                                                                              ------------------ ------------------
         Total liabilities....................................................            83,788             80,089
                                                                              ------------------ ------------------
Stockholders' equity:
  Preferred stock.............................................................                 -                  -
  Common stock:
    Class A...................................................................                40                 40
    Class B...................................................................                10                 10
  Additional paid-in capital..................................................            11,345             11,311
  Retained earnings...........................................................            25,422             24,118
  Reacquired shares, at cost..................................................               (32)               (74)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            36,785             35,405
                                                                              ------------------ ------------------
                                                                                $        120,573   $        115,494
                                                                              ================== ==================


</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                                             Page Number 4 of 20

<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
                                                                                        March 31,
                                                                             1999                     1998
                                                                      ------------------     ------------------
<S>                                                                   <C>                    <C>    
Operating revenue:
     Freight..........................................................$           47,206      $          33,294
     Other............................................................                89                     97
                                                                      ------------------     ------------------
           Operating revenue..........................................            47,295                 33,391
                                                                      ------------------     ------------------
Operating expenses:
     Purchased transportation.........................................            18,889                 13,206
     Compensation and employee benefits...............................            11,720                  7,866
     Fuel, supplies, and maintenance..................................             5,518                  4,344
     Insurance and claims.............................................             1,240                    737
     Taxes and licenses...............................................               991                    632
     General and administrative.......................................             1,723                  1,348
     Communications and utilities.....................................               578                    413
     Depreciation and amortization....................................             3,486                  2,352
                                                                      ------------------     ------------------
          Total operating expenses....................................            44,145                 30,898
                                                                      ------------------     ------------------
          Earnings from operations....................................             3,150                  2,493
Financial (expense) income
     Interest expense.................................................             (954)                  (585)
     Interest income..................................................                41                     80
                                                                      ------------------     ------------------
          Earnings before income taxes................................             2,237                  1,988
Income taxes..........................................................               933                    845
                                                                      ------------------     ------------------
          Net earnings................................................$            1,304      $           1,143
                                                                      ==================     ==================
Basic and diluted earnings per common share...........................$             0.26      $            0.23
                                                                      ==================     ==================
Basic weighted average common shares outstanding......................         5,020,892              5,005,804
     Common stock options and awards..................................               748                 39,727
                                                                      ------------------     ------------------
Diluted weighted average common shares outstanding....................         5,021,640              5,045,531
                                                                      ==================     ==================

</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                                             Page Number 5 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENTS OF
                              STOCKHOLDERS' EQUITY
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                           Additional                                   Total
                                               Common       paid-in      Retained     Reacquired    stockholders'
                                                stock       capital      earnings       shares         equity
                                            ------------- ------------ ------------- -------------  --------------
<S>                                         <C>           <C>          <C>           <C>            <C>    

Balance at December 31, 1997................ $         50  $    11,144  $     18,789  $        (77)  $      29,906
Net earnings................................            -            -         5,329             -           5,329
Issuance of stock bonuses...................            -          165             -             -             165
Treasury stock reissued.....................            -            2             -             3               5
                                            ------------- ------------ ------------- -------------  --------------
Balance at December 31, 1998................           50       11,311        24,118           (74)         35,405
Net earnings................................            -            -         1,304             -           1,304
Issuance of stock bonuses...................            -           26             -            30              56
Treasury stock reissued.....................            -            8             -            12              20
                                            ------------- ------------ ------------- -------------  --------------
Balance at March 31, 1999................... $         50  $    11,345  $     25,422  $        (32)  $      36,785
                                            ============= ============ ============= =============  ==============


</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                                             Page Number 6 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                                           Three Months Ended
                                                                                               March 31,
                                                                                     ------------------------------
                                                                                         1999            1998
                                                                                     ------------   ---------------
<S>                                                                                  <C>            <C>    
Cash flows from operating activities:
  Net earnings.......................................................................$      1,304   $         1,143
                                                                                     ------------   ---------------
  Adjustments  to  reconcile  net  earnings to net cash  provided  by  operating
    activities:
    Depreciation and amortization....................................................       3,486             2,352
    Deferred income taxes............................................................         750               430
    Provision for bad debts..........................................................           3                12
    Stock bonuses....................................................................          76                75
    Changes in:
      Receivables....................................................................      (3,631)           (3,453)
      Inventories....................................................................          10               (84)
      Deposits, primarily with insurers..............................................         (23)              530
      Prepaid expenses...............................................................        (844)             (601)
      Accounts payable and other accrued liabilities.................................       3,593             1,429
                                                                                     ------------   ---------------
             Total adjustments.......................................................       3,420               690
                                                                                     ------------   ---------------
             Net cash provided by operating activities...............................       4,724             1,833
                                                                                     ------------   ---------------

Cash flows from investing activities:
  Payments for acquisitions..........................................................           -           (11,346)
  Purchase of property and equipment.................................................      (2,471)           (1,509)
  Proceeds from the sale of property and equipment...................................         891               510
  Other .............................................................................         100               (59)
                                                                                     ------------   ---------------
             Net cash used in investing activities...................................      (1,480)          (12,404)
                                                                                     ------------   ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................           -            11,000
  Principal payments on long-term debt...............................................      (2,986)           (3,105)
                                                                                     ------------   ---------------
         Net cash (used in) provided by financing activities.........................      (2,986)            7,895
                                                                                     ------------   ---------------

         Net increase (decrease) in cash and cash equivalents........................         258            (2,676)
Cash and cash equivalents at beginning of period.....................................       1,276             4,082
                                                                                     ------------   ---------------
Cash and cash equivalents at end of period...........................................$      1,534   $         1,406
                                                                                     ============   ===============

</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                                             Page Number 7 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>


                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                   ----------------------------
                                                                                        1999             1998
                                                                                   ------------   -------------
<S>                                                                                <C>            <C>    

Supplemental disclosure of cash flow information:
                                                                               
  Cash paid during the period for:
                                                                                
      Interest................................................................     $         717   $        737

      Income taxes............................................................                29             91
                                                                                    ============   ============

                                                                                 
Supplemental schedules of noncash investing and financing activities:
                                                                                 
    Notes payable issued for tractors and trailers............................     $      2,257    $      1,962
                                                                                 
    Issuance of stock bonuses.................................................               76              75
                                                                                
    Liability issued for intangible assets....................................                -           1,154
                                                                                    ============   ============

                                                                                 

                                                                                 
Cash payments for acquisitions:
                                                                                
    Revenue equipment..........................................................                    $      8,913
                                                                                 
    Intangible assets..........................................................                           1,162
                                                                                 
    Land, buildings and other assets...........................................                           1,271
                                                                                                   ------------
Total cash paid for acquisitions...............................................                    $     11,346
                                                                                                   ============

</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                                      
                                                             Page Number 8 of 20

<PAGE>



                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.Basis of Presentation

         The condensed consolidated financial statements include the accounts of
         Smithway Motor Xpress Corp., a Nevada holding  company,  and its wholly
         owned  subsidiaries,  Smithway  Motor Xpress,  Inc. and East West Motor
         Express, Inc. (East West). JHT, Inc. (JHT), a subsidiary of the Company
         at December 31, 1998 was merged into  Smithway  Motor  Xpress,  Inc. in
         February, 1999. Unless otherwise indicated, the companies named in this
         paragraph  are   collectively   referred  to  as  the   "Company."  All
         significant intercompany balances and transactions have been eliminated
         in consolidation.

         The condensed  consolidated  financial  statements  have been prepared,
         without  audit,  in  accordance  with  generally  accepted   accounting
         principles,  pursuant to the  published  rules and  regulations  of the
         Securities and Exchange Commission.  In the opinion of management,  the
         accompanying  condensed  consolidated  financial statements include all
         adjustments  which are necessary for a fair presentation of the results
         for the interim periods  presented,  such adjustments being of a normal
         recurring  nature.  Certain  information and footnote  disclosures have
         been condensed or omitted pursuant to such rules and  regulations.  The
         December 31, 1998 Condensed Consolidated Balance Sheet was derived from
         the audited balance sheet of the Company for the year then ended. It is
         suggested that these condensed  consolidated  financial  statements and
         notes thereto be read in conjunction  with the  consolidated  financial
         statements  and notes thereto  included in the Company's  Form 10-K for
         the year ended  December 31,  1998.  Results of  operations  in interim
         periods are not necessarily  indicative of results to be expected for a
         full year.

Note 2.Effect of New Accounting Standards

         Statement of Financial Accounting Standards(SFAS) No. 133,  "Accounting
         for Derivative  Instruments and Hedging  Activities," will be effective
         for the Company for the year beginning January 1, 2000.   Management is
         evaluating the  impact  the  adoption of SFAS No.133  will have on the 
         Company's consolidated financial statements.   The  Company  expects to
         adopt SFAS No. 133 when required.



                                                             Page Number 9 of 20

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

         The Company has expanded  its  operations  substantially  over the past
three years through a combination of internal growth and  acquisitions.  For the
three  months  ended March 31, 1999,  revenue  increased  41.6% and net earnings
increased 14.1% compared with the same period in 1998.

         The Company  significantly  increased its dry van  operations  with the
acquisition of East West and JHT. The Company's  increasing revenue from dry van
operations  has  affected its  operating  statistics.  Company-wide  revenue per
loaded  mile has  decreased  to $1.31 in the  1999  quarter  from  $1.35 in 1998
quarter,  primarily  because  revenue per loaded mile for the  Company's dry van
freight is lower than for its flatbed  freight.  Management  believes,  however,
that the dry van  freight is  comparable  in  profitability  to flatbed  freight
because it typically  generates  fewer empty miles and greater miles per tractor
than flatbed  freight.  Management  expects that the percentage of the Company's
revenue  generated  by dry van  freight  will  increase  in 1999  because of the
acquisition of JHT in October 1998.  Fluctuations in revenue per loaded mile and
other operating  statistics may occur from time-to-time as the Company's freight
mix changes due to acquisitions and other factors.

         The  Company  operates  a  tractor-trailer   fleet  comprised  of  both
Company-owned  vehicles and  vehicles  obtained  under  leases from  independent
contractors  and  third-party  finance  companies.  Fluctuations  among  expense
categories  may occur as a result of changes in the relative  percentage  of the
fleet obtained  through  equipment that is owned versus equipment that is leased
from independent contractors or financing sources. Costs associated with revenue
equipment acquired under operating leases or through agreements with independent
contractors are expensed as "purchased  transportation." For these categories of
equipment the Company does not incur costs such as interest and  depreciation as
it might with owned equipment.  In addition,  independent  contractor  tractors,
driver compensation, fuel, communications,  and certain other expenses are borne
by the independent  contractors  and are not incurred by the Company.  Obtaining
equipment  from  independent  contractors  and under  operating  leases  reduces
capital  expenditures  and  on-balance  sheet  leverage and  effectively  shifts
expenses from interest to "above the line" operating expenses. The fleet profile
of acquired  companies  and the  Company's  relative  recruiting  and  retention
success with  Company-employed  drivers and independent  contractors  will cause
fluctuations  from time-to-time in the percentage of the Company's fleet that is
owned versus obtained from independent  contractors and under operating  leases.
Accordingly,  management  intends to evaluate  the  Company's  efficiency  using
pretax margin and net margin rather than operating ratio.


                                                            Page Number 10 of 20

<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, 1999 and 1998:

<TABLE>
<CAPTION>



                                                                             Three Months Ended                     
                                                                                  March 31,                         
                                                                         1999                    1998
                                                                  ------------------       ----------------
<S>                                                               <C>                      <C>    
Operating revenue.................................................            100.0%                 100.0%
Operating expenses
  Purchased transportation........................................             39.9                   39.6
  Compensation and employee benefits..............................             24.8                   23.6
  Fuel, supplies, and maintenance.................................             11.7                   13.0
  Insurance and claims............................................              2.6                    2.2
  Taxes and licenses..............................................              2.1                    1.9
  General and administrative......................................              3.6                    4.0
  Communications and utilities....................................              1.2                    1.2
  Depreciation and amortization...................................              7.4                    7.0
                                                                  ------------------       ----------------
    Total operating expenses......................................             93.3                   92.5
                                                                  ------------------       ----------------
Earnings from operations..........................................              6.7                    7.5
Interest expense (net)............................................             (1.9)                  (1.5)
                                                                  ------------------       ----------------
Earnings before income taxes......................................              4.8                    6.0
Income taxes......................................................              2.0                    2.6
                                                                  ------------------       ----------------
Net earnings......................................................              2.8%                   3.4%
                                                                  ==================       ================
</TABLE>

Comparison  of three  months  ended March 31, 1999 with three months ended March
31, 1998

         Operating  revenue  increased  $13.9  million  (41.6%) to $47.3 million
during the 1999 quarter from $33.4  million  during the 1998  quarter.  Expanded
business  with existing  customers  and revenue from the acquired  operations of
East West in February 1998 and JHT in October 1998  contributed to the Company's
revenue  growth.  The increase was  attributable to a 44.3% increase in weighted
average  tractors to 1,529  during the 1999  quarter  from 1,060 during the 1998
quarter.  This was offset by a decrease  in revenue  per loaded mile to $1.31 in
the 1999 quarter from $1.35 in the 1998  quarter.  This decrease in the rate per
mile is a result of the increase in van freight  associated with the acquisition
of East West and JHT.

         Purchased  transportation  increased  $5.7  million  (43.0%)  to  $18.9
million  in the 1999  quarter  from  $13.2  million  in the 1998  quarter as the
Company's  business  expanded and the Company  contracted with more  independent
contractor providers of revenue equipment. As a percentage of revenue, purchased
transportation  increased  to 39.9% of revenue in the 1999 quarter from 39.6% in
the 1998 quarter.  This reflects an increase in the  percentage of the Company's
fleet supplied by independent  contractors as a result of the Company's internal
recruiting  efforts,  and the  acquisition  of East West,  which has  obtained a
higher percentage of its fleet from independent contractors.

         Compensation  and employee  benefits  increased  $3.9 million  (49%) to
$11.7  million in the 1999 quarter from $7.9 million in the 1998  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 24.8% of
revenue in the 1999 quarter from 23.6% in the 1998


                                                            Page Number 11 of 20

<PAGE>



quarter.  The increase was  attributable to (i) an increase in the per-mile wage
paid to van  division  drivers,  (ii) an increase in the number of trainers  and
trainees,  and (iii) an  increase in the  workers  compensation  claims paid and
reserved.

         Fuel,  supplies,  and maintenance  increased $1.2 million (27%) to $5.5
million  in the  1999  quarter  from  $4.3  million  in the 1998  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 11.7% of
revenue for the 1999 quarter compared with 13.0% for the 1998 quarter reflecting
a 9.4% decrease in average fuel costs to $.96 per gallon during the 1999 quarter
from $1.07 per gallon  during the 1998  quarter and a reduction  in  maintenance
costs.

         Insurance and claims increased  $503,000 (68.2%) to $1.2 million in the
1999  quarter from  $737,000 in the 1998  quarter.  As a percentage  of revenue,
insurance and claims  increased to 2.6% of revenue in the 1999 quarter from 2.2%
in the 1998 period as a result of increased insurance claims paid and reserved.

         Taxes and licenses  increased  $359,000 (56.8%) to $991,000 in the 1999
quarter from  $632,000 in the 1998 quarter  reflecting an increase in the number
of tractors  licensed by the Company and an increase in the number of  shipments
requiring  special  permits during the 1999 period.  As a percentage of revenue,
taxes and licenses increased to 2.1% of revenue from 1.9% in the 1998 period.

         General and administrative  expenses increased $375,000 (27.8%) to $1.7
million  in the  1999  quarter  from  $1.3  million  in the 1998  quarter.  As a
percentage of revenue,  general and administrative expenses decreased to 3.6% of
revenue  in the 1999  quarter  from  4.0% in the  1998  quarter  as a result  of
decrease in freight  revenue being  dispatched by terminal  agents  resulting in
less commissions paid during the 1999 quarter.

         Communications  and utilities  increased  $165,000 (40%) to $578,000 in
the 1999 quarter from $413,000 in the 1998 quarter.  As a percentage of revenue,
communications and utilities remained constant at 1.2% of revenue.

         Depreciation  and  amortization  increased $1.1 million (48.2%) to $3.5
million  in the  1999  quarter  from  $2.4  million  in the 1998  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 7.4% of
revenue in the 1999  quarter  from 7.0% in the 1998  quarter.  The  increase was
attributable  to a larger fleet of  Company-owned  tractors and trailers,  which
increased the cost of equipment being depreciated,  an increase in the number of
Company-owned tractors financed with debt rather than operating leases, slightly
lower revenue per tractor, and an increase in goodwill  amortization as a result
of three acquisitions in 1998, two occurring after the 1998 quarter.

          Interest  expense (net) increased  $408,000 (80.8%) to $913,000 in the
1999 quarter from $505,000 in the  1998  quarter. As a   percentage of revenue,
interest expense (net)increased to 1.9% of revenue in the 1999 quarter from 1.5%
in the 1998 quarter, due to higher average debt balances of $61.7 million in the
1999 quarter compared with $33.9 million in the 1998 quarter, which was partial-
ly offset by slightly lower average interest rates in the 1999 quarter.

                                                            Page Number 12 of 20

<PAGE>



         As a result of the foregoing,  the Company's pretax margin decreased to
4.8% in the 1999 quarter from 6% in the 1998 quarter.

         The  Company's  effective  tax rate was 41.7% for the 1999  quarter and
42.5% for the 1998  quarter.  The effective tax rate is higher than the expected
combined  tax rate for a company  headquartered  in Iowa  because of the cost of
nondeductible driver per diem expense absorbed by the Company. The impact of the
Company's  paying per diem travel  expenses  varies  depending upon the ratio of
drivers to independent contractors and the Company's net earnings.

         Primarily  as a result of the factors  described  above,  net  earnings
increased $161,000 (14.1%) to $1.3 million (2.8% of revenue) in the 1999 quarter
from $1.1 million (3.4% of revenue) in the 1998 quarter.

Liquidity and Capital Resources

     The growth of the Company's business has required  significant  investments
in new  revenue  equipment  that the  Company  historically  has  financed  with
borrowing under installment notes payable to commercial lending institutions and
equipment  manufacturers,  borrowings  under  lines of  credit,  cash  flow from
operations,  equipment  leases from  third-party  lessors,  and  proceeds of the
Company's  initial public  offering.  The Company also has obtained a portion of
its revenue equipment fleet from independent contractors who own and operate the
equipment,  which reduces overall capital expenditure requirements compared with
providing a fleet of entirely  Company-owned  equipment.  The Company's  primary
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
current  anticipated working capital  requirements,  capital  expenditures,  and
other needs at least through 1999.

         Net cash  provided by  operating  activities  was $4.6  million for the
three months ended March 31, 1999. The primary  sources of cash from  operations
were net earnings of $1.3 million  increased by $3.5 million in depreciation and
amortization,  and a $3.6 million increase in accounts payable and other accrued
liabilities.  The Company's  principal use of cash from operations is to service
debt and internally  finance accounts  receivable  associated with growth in the
business.  Customer  accounts  receivable  increased  $3.6 million for the three
months  ended  March  31,  1999.  The  average  age  of the  Company's  accounts
receivable was approximately 32.8 days for the 1999 quarter.

         Net cash  used in  investing  activities  of $1.5  million  in the 1999
quarter 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  $20.3  million  during the  remaining  nine months of 1999.  Such
projected  capital  expenditures  will be funded with cash flow from operations,
borrowings, or operating leases.

         Net cash used in  financing  activities  of $3.0  million for the three
months ended March 31, 1999 consisted of $3.0 million of principal payments made
under the Company's other long-term debt agreement.



                                                            Page Number 13 of 20

<PAGE>

         At  March  31,  1999,  the  Company  had  outstanding   long-term  debt
(including current  maturities) of approximately $61 million,  most of which was
comprised of obligations  for the purchase of revenue  equipment.  Approximately
$35 million  consisted of borrowings from financial  institutions  and equipment
manufacturers,  $25 million  represented  the amount  drawn under the  Company's
revolving  credit  facility,  and $1 million  represented  future  payments  for
purchases of intangible assets. Interest rates on this debt range from 5.81% to
6.58% with maturities through 2003.

         At  March  31,  1999,  the  revolving  credit  facility   provided  for
borrowings of up to $40.0 million,  based upon certain  accounts  receivable and
revenue  equipment  values.  The interest rate under the credit facility is 1.5%
plus the LIBOR rate for the corresponding period. The credit facility is secured
and contains  covenants that impose certain minimum  financial  ratios and limit
additional liens, the size of certain mergers and acquisitions,  dividends,  and
other  matters.  The  Company  was in  compliance  with the terms of the  credit
facility at March 31, 1999.

Year 2000

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

         The IT Systems  developed by the Company have been assessed and systems
and  equipment  that  were not Year 2000  compliant  have  been  identified  and
remediation efforts and testing of  systems/equipment  have been completed.  The
Company is  reviewing  its risks  associated  with  microprocessors  embedded in
facilities and equipment ("Non-IT Systems").  The primary Non-IT Systems include
microprocessors  in tractor engines and other components,  terminal  facilities,
satellite   communication  units,  and   telecommunications   and  other  office
equipment.  The  Company's  assessment  of  its  revenue  equipment,   satellite
communications  units, and office equipment Non-IT Systems has revealed low risk
of material replacement  requirements.  Such systems are relatively new and were
designed  to be Year 2000  compliant.  The Company is  continuing  to assess its
Non-IT Systems included in its terminal  facilities,  but believes that the risk
of a service-interrupting failure in these systems is low.

                                                            Page Number 14 of 20

<PAGE>

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

         Through March 31, 1999 the Company has spent approximately  $100,000 to
address Year 2000 issues.  Total costs to address Year 2000 issues are currently
estimated  not to  exceed  $150,000  and  consist  primarily  of  costs  for the
remediation  of  internal  systems  and  equipment.  Funds for  these  costs are
expected to be provided by the operating cash flows of the Company. The majority
of the internal  system  remediation  efforts  relate to staff costs of on-staff
systems programmers, and therefore, are not incremental costs.

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

         The Company is in the process of developing  contingency  plans in case
business interruptions do occur.  Management expects these plans to be completed
by June 30, 1999.

Quantitative and Qualitative Disclosures About Market Risks

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

Interest Rate Risk

         The  revolving  credit  facility,  provided  there has been no default,
carries a maximum variable interest rate of LIBOR for the  corresponding  period
plus 1.5%. This variable  interest exposes the Company to the risk that interest
rates may rise.

Commodity Price Risk

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


                                                            Page Number 15 of 20

<PAGE>




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

         The Company does not trade in these  derivatives  with the objective of
earning  financial  gains  on  price  fluctuations,  nor  does it trade in these
instruments when there are no underlying transaction related exposures.

         Through  March 31,  1999,  there have been no  material  changes in the
amount or nature of the Company's derivative instruments.




                                                            Page Number 16 of 20

<PAGE>



                                     PART II
                                OTHER INFORMATION


Item 1.           Legal Proceedings.

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

Item 2.           Changes in Securities.

                           None.

Item 3.           Defaults Upon Senior Securities.

                           None.

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

                           None.

Item 5.           Other Information.

                           None.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits



                                                            Page Number 17 of 20

<PAGE>
  Exhibit                                                                       
  Number            Description
    2.1       +++   Asset Purchase Agreement dated February 20, 1998, by and 
                    among Smithway Motor Xpress, Inc., East West Motor Express, 
                    Inc. and Darwyn and David Stebbins.

    2.2       +++++ Asset Purchase  Agreement dated September 23, 1998, by
                    and among  Smithway  Motor  Xpress,  Inc.,  JHT,  Inc.,  JHT
                    LOGISTICS,  INC., Bass Brook Truck Service, Inc., and JERDON
                    TERMINAL HOLDINGS, LLC

    3.1        +    Articles of Incorporation.

    4.2        +    Bylaws.

    4.1        +    Articles of Incorporation.

    4.2        +    Bylaws.

   10.1        +    Outside Director Stock Plan dated March 1, 1995.

   10.2        +    Incentive Stock Plan, adopted March 1, 1995.

   10.3        +    401(k) Plan, adopted August 14, 1992, as amended.

   10.4        +    Form of Agency Agreement between Smithway Motor Xpress, Inc.
                    and its independent commission agents.

   10.5        +    Memorandum of officer incentive compensation policy.

   10.6        +    Form of Independent Contractor Agreement between Smithway 
                    Motor Xpress, Inc. and its independent contractor providers 
                    of tractors.

   10.7       ++    Credit  Agreement  dated  September  3,  1997,   between
                    Smithway  Motor Xpress Corp.,  as Guarantor,  Smithway Motor
                    Xpress, Inc., as Borrower, and LaSalle National Bank.

   10.8       +++   Asset Purchase Agreement dated February 20, 1998, by and
                    among Smithway Motor Xpress,  Inc., East West Motor Express,
                    Inc., and Darwyn and David Stebbins.

   10.9       ++++  First  Amendment  to Credit  Agreement  dated  March 1,
                    1998,  between  Smithway  Motor Xpress Corp.,  as Guarantor,
                    Smithway  Motor  Xpress,  Inc.,  as  Borrower,  and  LaSalle
                    National Bank.

   10.10      ++++  Second  Amendment to Credit  Agreement  dated March 15,
                    1998,  between  Smithway  Motor Xpress Corp.,  as Guarantor,
                    Smithway  Motor  Xpress,  Inc.,  as  Borrower,  and  LaSalle
                    National Bank.

   10.11      +++++ Asset Purchase  Agreement dated September 23, 1998, by
                    and among  Smithway  Motor  Xpress,  Inc.,  JHT,  Inc.,  JHT
                    LOGISTICS,  INC., Bass Brook Truck Service, Inc., and JERDON
                    TERMINAL HOLDINGS, LLC.

    27         #    Financial Data Schedule.

                                                            Page Number 18 of 20

<PAGE>



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


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

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

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

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

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

#             Filed herewith.

              (b) Reports on Form 8-K.

              None.
                                                            Page Number 19 of 20


                                                            

<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 14, 1999                       By:/s/Michael E. Oleson
                                            --------------------
                                         Michael E. Oleson
                                         Treasurer and Chief Accounting Officer







                                                            Page Number 20 of 20