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, 1998.

(  )  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 of incorp(I.R.S. employer identification number)
         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 8, 1998).

            Class A Common Stock, $.01 par value: 4,015,015 shares
            Class B Common Stock, $.01 par value: 1,000,000 shares

                                                  Exhibit Index is on Page 14.



                                                               Page 1 of 17

<PAGE>



                                    PART I
                            FINANCIAL INFORMATION


                                                                       PAGE
                                                                      NUMBER
Item 1. Financial Statements.........................................    3
        Condensed Consolidated Balance Sheets as of December 31, 1997
             and March 31, 1998 (unaudited).........................     3
        Condensed Consolidated Statements of Earnings for the three
             months ended March 31, 1998 and 1997 (unaudited).......     5
        Condensed Consolidated Statements of Stockholders' Equity for
             the year ended December 31, 1997, and the three months
             ended March 31, 1998 (unaudited).......................     6
        Condensed Consolidated Statements of Cash Flows for the three
             months ended March 31, 1998 and 1997 (unaudited).......     7
        Notes to Condensed Consolidated Financial Statements (unaudited) 9
Item 2. Management's Discussion and Analysis of Financial Condition 
        and Results of Operations....................................    10

                                   PART II
                              OTHER INFORMATION


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

                          FORWARD LOOKING STATEMENTS

      This document contains  forward-looking  statements in paragraphs that are
marked with an asterisk.  Statements  by the Company in press  releases,  public
filings,  and stockholder  reports, as well as oral public statements by Company
representatives,   also  may  contain   certain   forward-looking   information.
Forward-looking  information is subject to certain risks and uncertainties  that
could cause actual results to differ  materially from those  projected.  Without
limitation,  these risks and  uncertainties  include  economic  factors  such as
recessions,  downturns  in  customers'  business  cycles,  surplus  inventories,
inflation,  higher interest rates, and fuel price increases; the resale value of
the Company's used revenue  equipment;  the  availability  and  compensation  of
qualified  drivers and  owner-operators;  competition  from trucking,  rail, and
intermodal  competitors;  and the availability of desirable target companies and
financing  for  acquisitions.  Readers  should  review and  consider the various
disclosures made by the Company in its press releases,  stockholder reports, and
public  filings,  as well as the  factors  explained  in  greater  detail in the
Company's annual report on Form 10-K.


                                                               Page 2 of 17

<PAGE>



                                    PART I
                             FINANCIAL INFORMATION


                 SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)


                                                       March 31,  December 31,
                                                          1998        1997
                                                      ------------------------
                                                      (unaudited)
                        ASSETS
Current assets:
  Cash and cash equivalents...........................$      1,406   $   4,082
  Receivables:
    Trade.............................................      13,600      11,040
    Other.............................................       2,142       1,261
Inventories...........................................       1,277       1,064
Deposits, primarily with insurers.....................         240         770
Prepaid expenses......................................       1,943       1,160
Deferred income taxes.................................         410         350
                                                      ------------------------
      Total current assets............................      21,018      19,727
                                                      ------------------------
Property and equipment:
  Land................................................         781         531
  Buildings and improvements..........................       5,651       5,100
  Tractors............................................      44,552      38,217
  Trailers............................................      29,198      24,233
  Other equipment.....................................       5,651       5,308
                                                      ------------------------
                                                            85,883      73,389
  Less accumulated depreciation and amortization......      22,244      20,257
                                                      ------------------------
      Net property and equipment......................      63,589      53,132
                                                      ------------------------
Other assets..........................................       4,419       2,019
                                                      ------------------------
                                                      $     89,026   $  74,878
                                                      ========================



                                                               Page 3 of 17
    See accompanying notes to condensed consolidated financial statements.

<PAGE>



                 SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)


                                                       March 31,  December 31,
                                                          1998        1997
                                                      ------------------------
                                                      (unaudited)
                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt................$      4,205  $    3,971
  Accounts payable....................................       3,661       2,277
  Accrued compensation................................       1,428       1,278
  Income taxes payables...............................         601         275
  Accrued loss reserves...............................       1,077         905
  Other accrued expenses..............................         318         921
                                                      ------------------------
      Total current liabilities.......................      11,290       9,627
Long-term debt, less current maturities...............      37,782      27,005
Deferred income taxes.................................       8,830       8,340
                                                      ------------------------
      Total liabilities...............................      57,902      44,972
                                                      ------------------------
Stockholders' equity:
  Preferred stock.....................................           -           -
  Common stock:
    Class A...........................................          40          40
    Class B...........................................          10          10
  Additional paid-in capital..........................      11,219      11,144
  Retained earnings...................................      19,932      18,789
  Reacquired shares, at cost..........................         (77)        (77)
                                                      ------------------------
      Total stockholders' equity......................      31,124      29,906
Commitments...........................................
                                                      ------------------------
                                                      $     89,026  $   74,878
                                                      ========================



                                                               Page 4 of 17
    See accompanying notes to condensed consolidated financial statements.

<PAGE>



                 SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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



                                                        Three Months Ended
                                                             March 31,
                                                     -------------------------
                                                         1998         1997
                                                     ------------  -----------
Operating revenue:
  Freight............................................$     33,294  $    26,881
  Other..............................................          97           27
                                                     ------------  -----------
      Operating revenue..............................      33,391       26,908
                                                     ------------  -----------
Operating expenses:
  Purchased transportation...........................      13,206       10,537
  Compensation and employee benefits.................       7,866        6,047
  Fuel, supplies, and maintenance....................       4,344        3,833
  Insurance and claims...............................         737          472
  Taxes and licenses.................................         632          528
  General and administrative.........................       1,348        1,270
  Communication and utilities........................         413          363
  Depreciation and amortization......................       2,352        1,903
                                                     ------------  -----------
      Total operating expenses.......................      30,898       24,953
                                                     ------------  -----------
      Earnings from operations.......................       2,493        1,955
Financial (expense) income:
  Interest expense...................................        (585)        (320)
  Interest income....................................          80            4
                                                     ------------  -----------
      Earnings before income taxes...................       1,988        1,639
Income taxes.........................................         845          688
                                                     ------------  -----------
Net earnings.........................................$      1,143  $       951
                                                     ============  ===========
Basic and diluted earnings per common share.......... $      0.23  $      0.19
                                                     ============  ===========
Basic weighted average common shares outstanding.....   5,005,804    4,999,293
  Common stock options and awards....................      39,727          910
                                                     ------------  -----------
Diluted weighted average common shares outstanding...   5,045,531    5,000,203
                                                     ============  ===========



                                                               Page 5 of 17
    See accompanying notes to condensed consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>



                 SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED STATEMENTS OF
                             STOCKHOLDERS' EQUITY
                            (Dollars in thousands)
                                  (Unaudited)


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

Balance at December 31, 1996...$     50  $ 11,104   $ 13,116 $     (77) $     24,193
Net earnings...................       -         -      5,673         -         5,673
Issuance of stock bonuses......       -        40          -         -            40
                               --------  --------   -------- ---------- ------------
Balance at December 31, 1997...      50    11,144     18,789       (77)       29,906
Net earnings...................       -         -      1,143         -         1,143
Issuance of stock bonuses......       -        75          -         -            75
                               --------  --------   -------- ---------- ------------
Balance at March 31, 1998......$     50  $ 11,219   $ 19,932 $     (77) $     31,124
                               ========  ========   ======== ========== ============


</TABLE>

                                                               Page 6 of 17
    See accompanying notes to condensed consolidated financial statements.

<PAGE>



                 SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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


                                                           Three Months Ended
                                                                March 31,
                                                           -------------------
                                                               1998      1997
                                                           --------- ---------
Cash flows from operating activities:
  Net earnings.............................................$   1,143 $     951
                                                           --------- ---------
  Adjustments to reconcile net earnings to net cash 
  provided by operating activities:
    Depreciation and amortization..........................    2,352     1,903
    Deferred income taxes..................................      430      (613)
    Provision for bad debts................................       12         -
    Stock bonuses..........................................       75         -
    Changes in:
      Receivables..........................................   (3,453)   (2,835)
      Inventories..........................................      (84)       (7)
      Deposits, primarily with insurers....................      530       171
      Prepaid expenses.....................................     (601)   (2,625)
      Accounts payable and other accrued liabilities.......    1,429     3,595
                                                           --------- ---------
             Total adjustments.............................      690      (411)
                                                           --------- ---------
             Net cash provided by operating activities.....    1,833       540
                                                           --------- ---------

Cash flows from investing activities:
  Payments for acquisitions................................  (11,346)   (1,421)
  Purchase of property and equipment.......................   (1,509)   (2,687)
  Proceeds from the sale of property and equipment.........      510       113
  Purchase of other assets.................................      (59)      (43)
                                                           --------- ---------
             Net cash used in investing activities.........  (12,404)   (4,038)
                                                           --------- ---------

Cash flows from financing activities:
  Proceeds from long-term debt.............................   11,000     3,000
  Principal payments on long-term debt.....................   (3,105)   (1,859)
  Borrowings on line of credit agreement...................        -    37,887
  Payments on line of credit agreement.....................        -   (35,863)
                                                           --------- ---------
      Net cash provided by financing activities............    7,895     3,165
                                                           --------- ---------

      Net decrease in cash and cash equivalents............   (2,676)     (333)
Cash and cash equivalents at beginning of period...........    4,082       940
                                                           --------- ---------
Cash and cash equivalents at end of period.................$   1,406 $     607
                                                           ========= =========



                                                               Page 7 of 17
    See accompanying notes to condensed consolidated financial statements.

<PAGE>



                 SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                                  (Unaudited)
                            (Dollars in thousands)



                                                          Three months ended
                                                              March 31,
                                                        ----------------------
                                                            1998       1997
                                                        ----------   ---------

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
      Interest......................................... $      737   $     301
      Income taxes.....................................         91           2
                                                        ==========   =========
Supplemental schedules of noncash investing and financing 
activities:
    Notes payable issued for tractors and trailers..... $    1,962   $       -
    Issuance of stock bonuses..........................         75           -
    Liability issued for intangible assets.............      1,154           -
                                                        ==========   =========
Cash payments for acquisitions:
    Revenue equipment.................................. $    8,913   $   1,175
    Intangible assets..................................      1,162         171
    Other assets.......................................      1,271          75
                                                        ----------   ---------
Total cash paid for acquisitions....................... $   11,346   $   1,421
                                                        --========   =========



                                                               Page 8 of 17
    See accompanying notes to condensed consolidated financial statements.

<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. 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.  Results of operations in interim  periods are not
            necessarily indicative of results to be expected for a full year.

Note 2.     Acquisition

            In February  1998,  the Company  acquired  tractors,  trailers,  and
            certain other assets of East West Motor Express, Inc. of Black Hawk,
            South  Dakota.  In  exchange  for these  assets,  the  Company  paid
            approximately  $6,852 to the  previous  owners,  assumed  and repaid
            approximately  $4,017 in equipment financing secured by these assets
            and agreed to pay $2,256 goodwill. East West Motor Express, Inc. had
            approximately $31 million in revenue during 1997.

Note 3.     Change in Accounting Estimate

            The  Company  changed  its  estimate  of the  useful  life of  tires
            purchased  with revenue  equipment  from two years to the  estimated
            life of the underlying revenue  equipment.  This change was based on
            the Company's experience with warranties and tread life of tires and
            has been accounted for prospectively  beginning January 1, 1998. The
            effect on net earnings and basic and diluted  earnings per share was
            not material for the 1998 quarter.





                                                               Page 9 of 17

<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 three months of the  Company's  1998 and 1997 fiscal
years, respectively.

Results of Operations

      The Company has expanded its operations  substantially over the past three
years through a combination of internal growth and acquisitions.  In the quarter
ended March 31, 1998,  revenue increased 24.1% and net earnings increased 20.2%,
compared with the same quarter in 1997. During the quarter the Company completed
its sixth acquisition since 1995, purchasing the trucking assets and business of
East West Motor  Express,  Inc.,  a $31.0  million  annual  revenue  dry van and
flatbed carrier based in Black Hawk, South Dakota.  The acquisition  resulted in
net capital expenditures of approximately $11.3 million by the Company.

      The Company  operates a  tractor-trailer  fleet comprised of Company-owned
vehicles  and  vehicles  obtained  under  leases from  independent  contractors.
Fluctuations  among expense  categories  may occur  primarily as a result of two
factors:  (i) the  percentage  of the  Company's  tractor  fleet being  obtained
through independent contractors, and (ii) the use of operating leases to finance
revenue  equipment.  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,  for  independent   contractors,   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(*).

      The  following  table sets forth the  percentage  relationship  of certain
items to operating revenue for the three months ended March 31, 1998 and 1997:


                                                              1998      1997
                                                            ---------  -------
Operating revenue...........................................   100.0%   100.0%
Operating expenses
  Purchased transportation..................................    39.6     39.2
  Compensation and employee benefits........................    23.6     22.5
  Fuel, supplies, and maintenance...........................    13.0     14.2
  Insurance and claims......................................     2.2      1.7
  Taxes and licenses........................................     1.9      2.0
  General and administrative................................     4.0      4.7

--------
    (*) May contain "forward-looking" statements.


                                                               Page 10 of 17

<PAGE>




  Communications and utilities..............................     1.2      1.3
  Depreciation and amortization.............................     7.0      7.1
                                                            ---------  -------
    Total operating expenses................................    92.5     92.7
                                                            ---------  -------
Earnings from operations....................................     7.5      7.3
Interest expense (net)......................................    (1.5)    (1.2)
                                                            ---------  -------
Earnings before income taxes................................     6.0      6.1
Income taxes................................................    (2.6)    (2.6)
                                                            ---------  -------
Net earnings................................................     3.4%     3.5%
                                                            =========  =======

Comparison  of three months ended March 31, 1998,  with three months ended March
31, 1997

      Operating  revenue  increased $6.5 million (24.1%) to $33.4 million during
the 1998 quarter from $26.9 million during the 1997 quarter.  Expanded  business
with  existing  customers  and revenue  from the  acquired  operations  of Royal
Transport  in September  1997 and East West Motor  Express on February 27, 1998,
contributed to the Company's  revenue growth.  The increase was  attributable to
(i) a 2.8% increase in revenue equipment utilization as the average billed miles
per tractor per week  increased  to 1,667 miles in the 1998  quarter  from 1,621
miles in the  1997  quarter;  and  (ii) a 21.3%  increase  in  weighted  average
tractors, to 1,060 during the 1998 quarter from 874 during the 1997 quarter.

      Purchased  transportation  increased $2.7 million (25.3%) to $13.2 million
in the 1998  quarter  from $10.5  million in the 1997  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 39.6% of revenue in the 1998 quarter from 39.2% in
the 1997 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 $1.8 million (30.1%) to $7.9
million  in the  1998  quarter  from  $6.0  million  in the 1997  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 23.6% of
revenue  in the 1998  quarter  from  22.5% in the 1997  quarter.  Higher  claims
submissions  under the Company's  health insurance policy and an increase in the
per-mile  wage paid to van  division  drivers more than offset a decrease in the
percentage of the Company's fleet attributable to Company-owned equipment.

      Fuel, supplies, and maintenance increased $511,000 (13.3%) to $4.3 million
in the 1998 quarter from $3.8 million in the 1997  quarter.  As a percentage  of
revenue,  fuel, supplies,  and maintenance decreased to 13.0% of revenue for the
1998  quarter  compared  with  14.2%  for the 1997  quarter  reflecting  a 13.7%
decrease in fuel costs to $1.07  during the 1998  quarter  from $1.24 per gallon
during the 1997 quarter. The decrease was partially offset by an increase in the
cost of parts, tires, tarps, supplies, and binders used in the Company's tractor
fleet.

      Insurance and claims  increased  $265,000  (56.1%) to $737,000 in the 1998
quarter from $472,000 in the 1997 quarter. As a percentage of revenue, insurance
and claims  increased  to 2.2% of revenue in the 1998  quarter  from 1.7% in the
1997 period  primarily  as a result of an  increase  in the number of  accidents
experienced by the Company.



                                                               Page 11 of 17

<PAGE>



      Taxes and  licenses  increased  $104,000  (19.7%) to  $632,000 in the 1998
quarter from $528,000 in the 1997 quarter. As a percentage of revenue, taxes and
licenses  remained  essentially  constant at 1.9% of revenue in the 1998 quarter
and 2.0% in the 1997 quarter.

      General and administrative expenses increased $78,000 (6.1%) to $1,348,000
in the 1998 quarter from  $1,270,000  in the 1997  quarter.  As a percentage  of
revenue, general and administrative expenses decreased to 4.0% of revenue in the
1998  quarter from 4.7% in the 1997 quarter as a result of a decrease in freight
revenue being dispatched by terminal agents,  resulting in less commissions paid
during the 1998 quarter.

      Communications and utilities  increased $50,000 (13.8%) to $413,000 in the
1998  quarter from  $363,000 in the 1997  quarter.  As a percentage  of revenue,
communications and utilities remained essentially constant at 1.2% of revenue in
the 1998 quarter and 1.3% in the 1997 quarter.

      Depreciation and amortization  increased  $449,000 (23.6%) to $2.4 million
in the 1998 quarter from $1.9 million in the 1997  quarter.  As a percentage  of
revenue,  depreciation and amortization decreased slightly to 7.0% of revenue in
the 1998 quarter from 7.1% in the 1997 quarter principally as a result of a 2.9%
increase in revenue per tractor per week in the 1998 quarter  compared  with the
1997 quarter,  which spread the fixed cost of depreciation over greater revenue,
as well as a decrease in the percentage of the Company's  fleet being  comprised
of  Company-owned  tractors.  These  factors  more than  offset an  increase  in
amortization of goodwill  resulting from the acquisitions of Royal Transport and
East West Motor Express after the 1997 quarter.

      Interest expense (net) increased  $189,000 (59.8%) to $505,000 in the 1998
quarter from $316,000 in the 1997 quarter. As a percentage of revenue,  interest
expense (net)  increased to 1.5% of revenue in the 1998 quarter from 1.2% in the
1997 quarter,  due to higher  average debt balances  ($33.9  million in the 1998
quarter compared with $21.9 million in the 1997 quarter).

      As a result of the foregoing, the Company's pretax margin improved to 6.0%
in the 1998 quarter from 6.1% in the 1997 quarter.

      The  Company's  effective  tax rate was 42.5% in the 1998 quarter (2.6% of
revenue)  compared with 42.0% in the 1997 quarter (2.6% of revenue) in each case
including  the cost of  nondeductible  driver per diem  expense  absorbed by the
Company.  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  $192,000  (20.2%) to $1,143,000 (3.4% of revenue) in the 1998 quarter
from $951,000 (3.5% of revenue) in the 1997 quarter.



                                                               Page 12 of 17

<PAGE>



Liquidity and Capital Resources

      The growth of the Company's business has required  significant  investment
in new  revenue  equipment  that the  Company  historically  has  financed  with
borrowings under  installment notes payable to commercial  lending  institutions
and equipment  manufacturers,  borrowings  under a $25 million  unsecured credit
agreement, cash flow from operations, equipment leases from third-party lessors,
and, in 1996,  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
1998(*).

      Net cash provided by operating  activities  was $1.8 million for the three
months ended March 31, 1998. The primary  sources of cash from  operations  were
net earnings of $1.1  million  increased  by $2.4  million in  depreciation  and
amortization  and a $1.4 million  increase in accounts payable and other accrued
liabilities.  The  Company's  principal  uses of cash  from  operations  were to
service debt and internally finance accounts  receivable  associated with growth
in the business. Accounts receivable increased $3.5 million for the three months
ended March 31, 1998. The average age of the Company's  accounts  receivable was
approximately 34.6 days for the 1998 quarter.

      Net cash used in investing activities of $12.4 million in the 1998 quarter
related  primarily to payments made for the  acquisition  of assets of East West
Motor  Express,  and  purchases,  sales,  and trades of revenue  equipment.  The
Company  expects  capital  expenditures  (primarily  for revenue  equipment  and
satellite  communications  units),  net of revenue  equipment  trade-ins,  to be
approximately  $14.5  million  during the  remaining  nine months of 1998.  Such
projected  capital  expenditures  are  expected to be funded with cash flow from
operations, borrowings, or operating leases(*).

      Net cash  provided by financing  activities  of $7.9 million for the three
months ended March 31, 1998,  consisted  primarily  of net  borrowings  of $11.0
million of principal under the Company's  long-term  unsecured  credit agreement
and net  repayments  of $3.1 million of  principal  under other  long-term  debt
agreements.

      The  maximum  amount  available  under  the  Company's   unsecured  credit
agreement  at March 31,  1998,  was $25  million,  on which the  Company  had an
outstanding  balance of $19.0  million.  The  interest  rate on the  outstanding
balance is defined in the agreement and at March 31, 1998 was 6.6875%.  At March
31, 1998, the Company had total  outstanding  long-term debt (including  current
maturities)  of  approximately  $42.0  million,  most of which was  comprised of
obligations  for the  purchase of revenue  equipment  and  borrowings  under the
Company's  unsecured  credit  agreement.  Interest rates on this debt range from
5.7% to 7.9%, and the principal amounts mature at various dates through December
2002.


--------
    (*) May contain "forward-looking" statements.


                                                               Page 13 of 17

<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


Exhibit
Number   Description
2.1    + Asset Purchase Agreement dated January 10, 1996, among Smithway Motor
         Xpress,  Inc., an Iowa corporation,  Smith Trucking  Company,  a Kansas
         corporation, and Delmar Smith.
2.2    * Asset Purchase  Agreement dated October 4, 1996, among Smithway Motor
         Xpress,  Inc., an Iowa  corporation,  Smithway  Motor Xpress  Corp.,  a
         Nevada  corporation,  Marquardt  Transportation,  Inc.,  a South Dakota
         corporation, and Ralph and Lucille Marquardt.
2.3    * First  Amendment to Asset Purchase  Agreement dated as of October 24,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
2.4    * Second Amendment to Asset Purchase Agreement dated as of December 27,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.



                                                               Page 14 of 17

<PAGE>



Exhibit
Number   Description
2.5    ^ Asset Purchase Agreement dated February 20, 1998, by and among 
         Smithway Motor Xpress, Inc., East West Motor Express, Inc. and Darwyn 
         and David Stebbins.
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   + Asset Purchase Agreement dated January 10, 1996, among Smithway Motor
         Xpress,  Inc., an Iowa corporation,  Smith Trucking  Company,  a Kansas
         corporation,   and  Delmar   Smith,   filed  as  Exhibit  2.4  to  this
         Registration Statement and incorporated by reference.
10.8   * Asset Purchase  Agreement dated October 4, 1996, among Smithway Motor
         Xpress,  Inc., an Iowa  corporation,  Smithway  Motor Xpress  Corp.,  a
         Nevada  corporation,  Marquardt  Transportation,  Inc.,  a South Dakota
         corporation, and Ralph and Lucille Marquardt.
10.9   * First  Amendment to Asset Purchase  Agreement dated as of October 24,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
10.10  * Second Amendment to Asset Purchase Agreement dated as of December 27,
         1996, among Smithway Motor Xpress, Inc., an Iowa corporation,  Smithway
         Motor Xpress Corp.,  a Nevada  corporation,  Marquardt  Transportation,
         Inc., a South Dakota corporation, and Ralph and Lucille Marquardt.
10.11  = Credit  Agreement  dated  September 3, 1997,  between  Smithway Motor
         Xpress Corp., as Guarantor,  Smithway Motor Xpress,  Inc., as Borrower,
         and LaSalle National Bank.
10.12  ^ Asset  Purchase  Agreement  dated  February  20,  1998,  by and among
         Smithway Motor Xpress, Inc., East West Motor Express,  Inc., and Darwyn
         and David Stebbins.



                                                               Page 15 of 17

<PAGE>



Exhibit
Number   Description
10.13  # 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.
10.14  # 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.
27     # Financial Data Schedule.

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


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

*     Incorporated  by reference  from the Company's  Yearly Report on Form 10-K
      for  the  fiscal  year  ended  December  31,  1996.  Commission  File  No.
      000-20793, dated March 31, 1997.

=     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.

#     Filed herewith.

      (b)   Reports on Form 8-K.

            A  Form  8-K  was  filed  on  March  12,  1998,  pertaining  to  the
            acquisition of certain assets from East West Motor Express, Inc.


                                                               Page 16 of 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 14, 1998                  By:   /s/ Michael E. Oleson
                                          ---------------------
                                          Michael E. Oleson
                                          Treasurer and Chief Accounting Officer



                                                               Page 17 of 17

<PAGE>