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 June 30, 2001

                                       OR

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

For the transition period from _________________ to __________________

                         Commission File Number 0-20793

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

              Nevada                                       42-1433844
(State or other jurisdiction of incorporation    (I.R.S. employer identification
 or organization)                                  number)


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

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

                                  YES X NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (August 3, 2001).

             Class A Common Stock, $.01 par value: 3,843,980 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares

                                                 Exhibit Index is on Page 16-17.



                                                                          Page 1
<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                                                                            PAGE
                                                                          NUMBER

Item 1.   Financial Statements.............................................. 3-8

          Condensed Consolidated Balance Sheets as of December 31, 2000
                   and June 30, 2001 (unaudited)............................ 3-4

          Condensed Consolidated Statements of Earnings for the three
                   and six months ended June 30, 2000 and 2001 (unaudited)..   5

          Condensed Consolidated Statements of Cash Flows for the six
                   months ended June 30, 2000 and 2001 (unaudited).......... 6-7

          Notes to Condensed Consolidated Financial Statements (unaudited)..   8

Item 2.   Management's Discussion and Analysis of Financial Condition
                   and Results of Operations................................9-14

Item 3.   Quantitative and Qualitative Disclosures About Market Risks.......  14


                                     PART II
                                OTHER INFORMATION


 Item 1.  Legal Proceedings................................................   15

 Item 2.  Changes in Securities and Use of Proceeds........................   15

 Item 3.  Defaults Upon Senior Securities..................................   15

 Item 4.  Submission of Matters to a Vote of Security Holders..............   15

 Item 5.  Other Information................................................   15

 Item 6.  Exhibits and Reports on Form 8-K.................................16-17

                                                                          Page 2
<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                 December 31,         June 30,
                                                                                     2000               2001
                                                                               ------------------ ------------------
                                                                                                     (unaudited)
                                     ASSETS
<S>                                                                            <C>                <C>
Current assets:
         Cash and cash equivalents.............................................$             349  $             486
         Receivables:
                  Trade........................................................           17,832             21,287
                  Other........................................................            1,310              1,654
                  Recoverable income taxes.....................................               17                 14
         Inventories...........................................................            1,586              1,622
         Deposits, primarily with insurers.....................................              160                160
         Prepaid expenses......................................................              910                948
         Deferred income taxes.................................................            1,384              1,314
                                                                               ------------------ ------------------
                           Total current assets................................           23,548             27,485
                                                                               ------------------ ------------------
Property and equipment:
         Land..................................................................            1,412              1,548
         Buildings and improvements............................................            7,006              7,179
         Tractors..............................................................           77,098             78,464
         Trailers..............................................................           43,167             45,081
         Other equipment.......................................................            7,497              7,955
                                                                               ------------------ ------------------
                                                                                         136,180            140,227
         Less accumulated depreciation.........................................           49,432             57,250
                                                                               ------------------ ------------------
                           Net property and equipment..........................           86,748             82,977
                                                                               ------------------ ------------------
Intangible assets, net.........................................................            5,191              5,316
Other assets...................................................................              341                310
                                                                               ------------------ ------------------
                                                                               $         115,828  $         116,088
                                                                               ================== ==================

See accompanying notes to condensed consolidated financial statements.                                        Page 3

</TABLE>


<PAGE>


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                 December 31,         June 30,
                                                                                     2000               2001
                                                                               ------------------ ------------------
                                                                                                     (unaudited)
                                       LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                            <C>                <C>
Current liabilities:
         Current maturities of long-term debt..................................$           8,636  $           8,715
         Accounts payable......................................................            5,669              7,514
         Accrued compensation..................................................            2,505              3,390
         Accrued loss reserves.................................................            2,344              2,242
         Other accrued expenses................................................            1,094                641
                                                                               ------------------ ------------------
           Total current liabilities...........................................           20,248             22,502
Long-term debt, less current maturities........................................           43,698             44,357
Deferred income taxes..........................................................           14,649             13,824
                                                                               ------------------ ------------------
           Total liabilities...................................................           78,595             80,683
                                                                               ------------------ ------------------
Stockholders' equity:
         Preferred stock.......................................................                -                  -
         Common stock:
                  Class A......................................................               40                 40
                  Class B......................................................               10                 10
         Additional paid-in capital............................................           11,396             11,394
         Retained earnings.....................................................           26,053             24,381
         Reacquired shares, at cost............................................            (266)              (420)
                                                                               ------------------ ------------------
           Total stockholders' equity..........................................           37,233             35,405
                                                                               ------------------ ------------------
                                                                               $         115,828  $         116,088
                                                                               ================== ==================

See accompanying notes to condensed consolidated financial statements.                                        Page 4

</TABLE>

<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                Six months ended
                                                               June 30,                         June 30,
                                                         2000             2001            2000            2001
                                                     -------------    -------------   -------------   --------------
<S>                                                  <C>              <C>             <C>             <C>
Operating revenue:
  Freight........................................... $      50,942    $      51,590   $     101,521   $      98,820
  Other.............................................           152              164             321             313
                                                     -------------    -------------   -------------   --------------
    Operating revenue...............................        51,094           51,754         101,842          99,133
                                                     -------------    -------------   -------------   --------------
Operating expenses:
  Purchased transportation..........................        20,275           18,765          40,249          36,344
  Compensation and employee benefits................        13,085           14,339          26,394          27,699
  Fuel, supplies, and maintenance...................         7,345            9,068          14,609          17,683
  Insurance and claims..............................         1,104            1,048           1,902           2,032
  Taxes and licenses................................         1,030            1,018           1,948           1,904
  General and administrative........................         1,867            2,052           3,758           4,041
  Communications and utilities......................           540              563           1,066           1,124
  Depreciation and amortization.....................         4,642            4,563           9,191           9,095
                                                     -------------    -------------   -------------   --------------
    Total operating expenses........................        49,888           51,416          99,117          99,922
                                                     -------------    -------------   -------------   --------------
      Earnings (loss) from operations...............         1,206              338           2,725           (789)

Financial (expense) income
  Interest expense..................................       (1,062)            (821)         (2,077)         (1,681)
  Interest income...................................            26               14              43              26
                                                     -------------    -------------   -------------   --------------
      Earnings (loss) before income taxes...........           170            (469)             691         (2,444)
Income taxes (benefit)..............................           163             (85)             446           (772)
                                                     -------------    -------------   -------------   --------------
      Net earnings (loss)........................... $           7    $       (384)   $         245   $     (1,672)
                                                     =============    =============   =============   ==============
Basic and diluted earnings (loss) per common
share............................................... $        0.00    $      (0.08)   $        0.05   $      (0.34)
                                                     =============    =============   =============   ==============
Basic weighted average common shares
outstanding.........................................     5,019,805        4,845,238       5,020,134       4,860,287
  Common stock options and awards...................             -                -               -               -
                                                     -------------    -------------   -------------   --------------
Diluted weighted average common shares
outstanding.........................................     5,019,805        4,845,238       5,020,134       4,860,287
                                                     =============    =============   =============   ==============

See accompanying notes to condensed consolidated financial statements.                                        Page 5

</TABLE>


<PAGE>


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                      ------------------------------
                                                                                          2000            2001
                                                                                      -------------- ---------------
<S>                                                                                   <C>            <C>
Cash flows from operating activities:
  Net earnings (loss)................................................................ $         245  $      (1,672)
                                                                                      -------------- ---------------
  Adjustments to reconcile net earnings (loss) to net cash provided by operating
    activities:
    Depreciation and amortization....................................................         9,191           9,095
    Deferred income taxes............................................................           404           (755)
    Stock bonuses....................................................................           171               9
    Changes in:
      Receivables....................................................................       (3,532)         (3,683)
      Inventories....................................................................          (30)            (32)
      Deposits, primarily with insurers..............................................            35               -
      Prepaid expenses...............................................................         (350)              73
      Accounts payable and other accrued liabilities.................................         2,445           2,168
                                                                                      -------------- ---------------
        Total adjustments............................................................         8,334           6,875
                                                                                      -------------- ---------------
        Net cash provided by operating activities....................................         8,579           5,203
                                                                                      -------------- ---------------

Cash flows from investing activities:
  Payments for acquisitions..........................................................             -         (2,885)
  Purchase of property and equipment.................................................       (2,655)         (1,240)
  Proceeds from the sale of property and equipment...................................           619             910
  Other .............................................................................           (5)              31
                                                                                      -------------- ---------------
        Net cash used in investing activities........................................       (2,041)         (3,184)
                                                                                      -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................         6,700          12,900
  Principal payments on long-term debt...............................................      (13,323)        (14,617)
  Payments for reacquired shares.....................................................         (196)           (165)
                                                                                      -------------- ---------------
       Net cash used in financing activities.........................................       (6,819)         (1,882)
                                                                                      -------------- ---------------

       Net (decrease) increase in cash and cash equivalents..........................         (281)             137

Cash and cash equivalents at beginning of period.....................................           685             349
                                                                                      -------------- ---------------
Cash and cash equivalents at end of period........................................... $         404  $          486
                                                                                      ============== ===============

See accompanying notes to condensed consolidated financial statements.                                        Page 6

</TABLE>


<PAGE>


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                   (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                      ------------------------------
                                                                                          2000            2001
                                                                                      -------------- ---------------
<S>                                                                                   <C>            <C>
Supplemental disclosure of cash flow information:
    Cash paid (received) during the period for:
      Interest....................................................................... $       2,125  $        1,693
      Income taxes...................................................................         (796)            (20)
                                                                                      ============== ===============

Supplemental schedules of noncash investing and financing activities:
      Notes payable issued for tractors and trailers................................. $       6,687  $        2,455
      Issuance of stock bonuses......................................................           171               9
                                                                                      ============== ===============

Cash payments for acquisitions:
      Revenue equipment..............................................................             -           2,088
      Intangible assets..............................................................             -             457
      Other assets (net).............................................................             -             340
                                                                                      -------------- ---------------
                                                                                                  -           2,885
                                                                                      ============== ===============

See accompanying notes to condensed consolidated financial statements.                                        Page 7


</TABLE>


<PAGE>




                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1. Basis of Presentation

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

     The condensed consolidated financial statements have been prepared, without
     audit, in accordance with accounting  principles  generally accepted in the
     United States of America,  pursuant to the published  rules and regulations
     of the  Securities and Exchange  Commission.  In the opinion of management,
     the accompanying  condensed  consolidated  financial statements include all
     adjustments  which are necessary for a fair presentation of the results for
     the interim periods presented, such adjustments being of a normal recurring
     nature. Certain information and footnote disclosures have been condensed or
     omitted  pursuant  to such rules and  regulations.  The  December  31, 2000
     Condensed  Consolidated  Balance Sheet was derived from the audited balance
     sheet of the Company.  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,  2000.  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,"  became effective for the
     Company for the year beginning January 1, 2001.  Management has conducted a
     review of the  Company's  operations  and  believes the options and futures
     contracts  used to hedge  fuel  costs are the only  derivative  instruments
     which require valuation in the financial statements under the provisions of
     SFAS 133.  The  Company did not have any  options or futures  contracts  in
     place at January 1, 2001, or any  transactions  during the six months ended
     June 30, 2001, and thus there is no effect on the financial statements from
     the adoption of the pronouncement.

     In July 2001, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting Standard (SFAS) No. 141, "Business  Combinations" and
     SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires
     that  the  purchase   method  of   accounting  be  used  for  all  business
     combinations  initiated after June 30, 2001, as well as all purchase method
     business  combinations  completed  after June 30,  2001.  SFAS No. 142 will
     require that goodwill and intangible assets with indefinite useful lives no
     longer  be  amortized,  but  instead  be  tested  for  impairment  at least
     annually. The Company will adopt SFAS No. 142 for its fiscal year beginning
     January 1, 2002.  The impact of adoption  of SFAS No. 142 on the  Company's
     financial statements has not yet been determined.

                                                                          Page 8
<PAGE>



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


Introduction

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

     The  Company's  fiscal year ends on December  31 of each year.  Thus,  this
report  discusses the second  quarter and first six months of the Company's 2000
and 2001 fiscal years.

     For the three months ended June 30, 2001,  operating revenue increased 1.3%
to $51.8  million from $51.1 million  during the same quarter in 2000.  Net loss
was $384,000,  or $0.08 per diluted share, compared with net earnings of $7,000,
or $0.00 per diluted  share,  during the 2000 quarter.  For the six months ended
June 30, 2001,  operating  revenue  decreased  2.7% to $99.1 million from $101.8
million during the same period in 2000. Net loss was $1.7 million,  or $0.34 per
diluted  share,  compared  with net earnings of  $245,000,  or $0.05 per diluted
share,  during the 2000 period.

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

                                                                          Page 9
<PAGE>


Results of Operations

     The following table sets forth the percentage relationship of certain items
to operating revenue for the three and six months ended June 30, 2000 and 2001:

<TABLE>
<CAPTION>

                                                          Three Months Ended              Six Months Ended
                                                               June 30,                       June 30,
                                                      2000            2001              2000           2001
                                                      ----------------------------------------------------------
<S>                                                   <C>             <C>               <C>            <C>
Operating revenue.................................... 100.0%          100.0%            100.0%         100.0%
Operating expenses
  Purchased transportation...........................  39.7            36.3              39.5           36.7
  Compensation and employee benefits.................  25.6            27.7              25.9           27.9
  Fuel, supplies, and maintenance....................  14.4            17.5              14.3           17.8
  Insurance and claims...............................   2.2             2.0               1.9            2.0
  Taxes and licenses.................................   2.0             2.0               1.9            1.9
  General and administrative.........................   3.7             4.0               3.7            4.1
  Communications and utilities.......................   1.1             1.1               1.0            1.1
  Depreciation and amortization......................   9.1             8.8               9.0            9.2
                                                      ----------------------------------------------------------
    Total operating expenses.........................  97.6            99.3              97.3          100.8
                                                      ----------------------------------------------------------
Earnings (loss) from operations......................   2.4             0.7               2.7          (0.8)
Interest expense (net)............................... (2.0)           (1.6)             (2.0)          (1.7)
                                                      ----------------------------------------------------------
Earnings (loss) before income taxes..................   0.3           (0.9)               0.7          (2.5)
Income taxes (benefit)...............................   0.3           (0.2)               0.4          (0.8)
                                                      ----------------------------------------------------------
Net earnings (loss)..................................   0.0%          (0.7)%              0.2%         (1.7)%
                                                      ==========================================================
</TABLE>

Comparison of three months ended June 30, 2001 with three months ended June 30,
2000

     Operating  revenue  increased  $660,000 (1.3%), to $51.8 million during the
2001  quarter from $51.1  million  during the 2000  quarter.  An increase in the
number of weighted  average  tractors and increased fuel surcharge  revenue were
partially  offset by lower  average  revenue per tractor per week and  decreased
brokerage revenue.  Weighted average tractors increased to 1,572 during the 2001
quarter from 1,498 during the 2000 quarter resulting from the acquisition of the
assets of Skipper  Transportation,  Inc. on March 28, 2001.  Additionally,  fuel
surcharge  revenue  increased  $320,000 to $1.9 million in the 2001 quarter from
$1.6  million  in  the  2000   quarter.   During  the  2001  and  2000  quarter,
approximately  $1.1 million and $800,000,  respectively,  of the fuel  surcharge
revenue  collected helped to offset Company fuel costs. The remainder was passed
through to  independent  contractors.  Increases  in these areas were  partially
offset by a soft freight market that caused a $1.3 million decrease in brokerage
revenue,  to $2.2  million  in the 2001  quarter  from $3.5  million in the 2000
quarter.  In addition,  average revenue per tractor per week (excluding  revenue
from brokerage  operations and fuel  surcharges)  decreased to $2,320 during the
2001 quarter from $2,348  during the 2000  quarter,  primarily due to the weekly
production of tractors acquired from Skipper Transportation,  Inc. New customers
obtained  in the  Skipper  acquisition,  however,  caused a slight  increase  in
revenue per loaded mile,  net of  surcharges,  to $1.35 in the 2001 quarter from
$1.33 in the 2000 quarter.

     Purchased  transportation  consists  primarily  of payments to  independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment.  Purchased
transportation  decreased  $1.5  million  (7.4%),  to $18.8  million in the 2001
quarter from $20.3  million in the 2000 quarter and decreased as a percentage of
revenue to 36.3% of revenue in the 2001 quarter from 39.7% in the 2000  quarter.
This reflects a decrease in the  percentage of the Company's  fleet  supplied by
independent  contractors  which  was  partially  offset  by an  increase  in the
percentage  of  the  revenue  paid  to  the  independent  contractors  for  fuel
surcharges. Management believes the decline in independent contractor percentage
is  attributable to high fuel costs,  rising interest rates,  and high insurance
costs,  which have  diminished  the pool of drivers  interested  in  becoming or
remaining independent contractors.

     Compensation and employee benefits  increased $1.3 million (9.6%), to $14.3
million in the 2001 quarter from $13.1 million in the 2000 quarter and increased
as a percentage of revenue to 27.7% of revenue in the 2001 quarter from 25.6% in
the 2000 quarter.  The increases were primarily  attributable to the increase in
the percentage of the Company's fleet represented by company owned equipment.

                                                                         Page 10
<PAGE>


     Fuel,  supplies,  and maintenance  increased $1.7 million (23.5%),  to $9.1
million  in the  2001  quarter  from  $7.3  million  in the 2000  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 17.5% of
revenue for the 2001 quarter compared with 14.4% for the 2000 quarter.  This was
attributable  primarily to (i) a 3.6%  increase in average  fuel  prices,  which
increased  to $1.45 from  $1.40,  (ii) higher  non-billable  miles for which the
Company incurs fuel expense,  but does not recoup  increased  costs through fuel
surcharges,  and  (iii)  no gain  from  fuel  hedging  transactions  in the 2001
quarter,  compared to a gain of $321,000 in the 2000 quarter. The Company's fuel
hedging  positions  expired in June 2000.  The increase in fuel,  supplies,  and
maintenance  expense was partially  offset by fuel  surcharges  attributable  to
loads  hauled by Company  trucks,  which  increased  $266,000  (33.2%),  to $1.1
million in the 2001 quarter from  $800,000 in the 2000  quarter.  The Company is
attempting  to recover  increases  in fuel prices  through fuel  surcharges  and
higher rates,  however,  fuel price  increases  will not be fully offset through
these measures. An increase in the percentage of the Company's fleet supplied by
Company-owned  equipment and a slightly older fleet of  Company-owned  equipment
also  contributed  to increases in this  category.  The Company has extended its
trade cycle for  tractors  and expects the  increase in  maintenance  and repair
costs to continue.

     Insurance and claims decreased  $56,000 (5.1%), to $1.0 million in the 2001
quarter  from $1.1  million in the 2000  quarter.  As a  percentage  of revenue,
insurance and claims  decreased to 2.0% of revenue for the 2001 quarter compared
with 2.2% for the 2000 quarter.  The decrease was  attributable to a decrease in
liability claims paid and reserved.  Certain of the Company's insurance policies
were  renewed  on July 1,  2001  with no  change  in  deductibles.  However,  an
industry-wide  increase in insurance costs resulted in a substantial increase in
premiums.  As a result,  insurance  expense is  expected  to be higher in future
periods.

     Taxes and licenses remained constant at $1.0 million and 2.0% of revenue in
both quarters.

     General and  administrative  expenses  increased  $185,000 (9.9%),  to $2.1
million  in the  2001  quarter  from  $1.9  million  in the 2000  quarter.  As a
percentage of revenue,  general and administrative expenses increased to 4.0% of
revenue  for the 2001  quarter  compared  with  3.7% for the 2000  quarter.  The
increase was  attributable  to higher driver training costs as the number of new
drivers in the Company's  training and orientation  program  continued at record
levels.

     Communications  and utilities  increased $23,000 (4.3%), to $563,000 in the
2001  quarter from  $540,000 in the 2000  quarter.  As a percentage  of revenue,
communications  and  utilities  remained  constant  at 1.1% of revenue  for both
quarters.

     Depreciation and amortization remained essentially constant at $4.6 million
in both  quarters.  As a percentage of revenue,  depreciation  and  amortization
decreased to 8.8% of revenue in the 2001 quarter  compared with 9.1% in the 2000
quarter.  Under  normal  circumstances,  the increase in the  percentage  of the
Company's fleet supplied by  Company-owned  equipment would cause  depreciation,
expressed  as  a  percentage  of  revenue,  to  increase.   However,  given  the
significant decrease in used equipment values, the Company has extended the time
period  for  replacing   Company-owned   equipment  and  acquired  low  mileage,
late-model used equipment when replacement of older equipment is necessary.

     Interest expense (net) decreased $229,000 (22.1%),  to $807,000 in the 2001
quarter from $1.0 million in the 2000 quarter,  reflecting a decrease in average
outstanding debt and lower interest rates. As a percentage of revenue,  interest
expense (net)  decreased to 1.6% of revenue in the 2001 quarter from 2.0% in the
2000 quarter.

     As a result of the  foregoing,  the Company's  pretax  margin  decreased to
(0.9%) in the 2001 quarter from 0.3% in the 2000 quarter.

     The Company's income tax benefit for the 2001 quarter was $85,000, or 18.1%
of loss  before  income  taxes.  The  Company's  income tax expense for the 2000
quarter was $163,000, or 95.8% of earnings before income taxes. In both quarters
the effective tax rate differs from the expected combined tax rate for a company
headquartered  in Iowa  because  of the cost of  nondeductible  driver  per diem
expense  absorbed by the Company.  The impact of the  Company's  paying per diem
travel  expenses  varies   depending  upon  the  ratio  of  Company  drivers  to
independent contractors and the Company's pretax earnings.

     As a result of the factors  described  above, net loss was $384,000 ((0.7%)
of revenue) in the 2001  quarter  compared  with net earnings of $7,000 (0.0% of
revenue) in the 2000 quarter.

                                                                         Page 11

<PAGE>


Comparison of six months ended June 30, 2001 with six months ended June 30, 2000

     Operating  revenue  decreased $2.7 million (2.7%),  to $99.1 million during
the 2001  period from  $101.8  million  during the 2000  period.  Lower  average
revenue per tractor per week and  decreased  brokerage  revenue  were  partially
offset by slightly higher weighted average tractors and increased fuel surcharge
revenue.  Average revenue per tractor per week (excluding revenue from brokerage
operations and fuel surcharges)  decreased to $2,258 during the 2001 period from
$2,336  during the 2000  period  caused by soft  freight  demand,  harsh  winter
weather, and lower production of tractors acquired from Skipper  Transportation,
Inc.  Additionally,  lower  freight  demand  caused a $1.4  million  decrease in
brokerage  revenue,  to $4.7 million in the 2001 period from $6.1 million in the
2000  period.  Slightly  higher  weighted  average  tractors  and a  substantial
increase in fuel surcharge  revenue to $3.8 million in the 2001 period from $2.9
million in the 2000 period  helped to  partially  offset the  decrease in weekly
production and brokerage  revenue.  Weighted average tractors increased to 1,537
during the 2001 period from 1,518  during the 2000  period,  resulting  from the
acquisition  of the assets of  Skipper  Transportation,  Inc on March 28,  2001,
offset  by  a  continuing   reduction  in  tractors   provided  by   independent
contractors.  During the 2001 and 2000  period,  approximately  $2.1 million and
$1.5 million,  respectively,  of the fuel surcharge  revenue collected helped to
offset  Company fuel costs and the remainder was passed  through to  independent
contractors.  Revenue per loaded mile, net of surcharges,  increased slightly to
$1.33 in the 2001 period from $1.32 in the 2000 period.

     Purchased  transportation  consists  primarily  of payments to  independent
contractor  providers  of  revenue  equipment,  expenses  related  to  brokerage
activities, and payments under operating leases of revenue equipment.  Purchased
transportation  decreased  $3.9  million  (9.7%),  to $36.3  million in the 2001
period  from $40.2  million in the 2000  period.  As a  percentage  of  revenue,
purchased  transportation  decreased to 36.7% of revenue in the 2001 period from
39.5% in the 2000  period.  This  reflects a decrease in the  percentage  of the
Company's fleet supplied by independent  contractors  which was partially offset
by an increase in the percentage of revenue paid to the independent  contractors
for fuel surcharges.  Management believes the decline in independent  contractor
percentage is attributable to high fuel costs,  rising interest rates,  and high
insurance  costs,  which  have  diminished  the pool of  drivers  interested  in
becoming or remaining independent contractors.

     Compensation and employee benefits  increased $1.3 million (4.9%), to $27.7
million  in the  2001  period  from  $26.4  million  in the  2000  period.  As a
percentage of revenue,  compensation and employee benefits increased to 27.9% of
revenue in the 2001  period  from 25.9% in the 2000  period.  The  increase  was
primarily  attributable to the increase in the percentage of the Company's fleet
represented by company owned equipment.

     Fuel,  supplies,  and maintenance  increased $3.1 million (21.0%), to $17.7
million  in the  2001  period  from  $14.6  million  in the  2000  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 17.8% of
revenue for the 2001 period  compared  with 14.3% for the 2000 period.  This was
attributable  primarily to (i) a 2.9%  increase in average  fuel  prices,  which
increased  to $1.43 from  $1.39,  (ii) higher  non-billable  miles for which the
Company incurs fuel expense,  but does not recoup  increased  costs through fuel
surcharges, and (iii) no gain from fuel hedging transactions in the 2001 period,
compared to a gain of $667,000 in the 2000 period.  The  Company's  fuel hedging
positions expired in June 2000. The increase in fuel, supplies,  and maintenance
expense was partially offset by fuel surcharges  attributable to loads hauled by
Company  trucks,  which  increased  to $2.1 million in the 2001 period from $1.5
million in the 2000 period.  The Company is attempting  to recover  increases in
fuel prices  through  fuel  surcharges  and higher  rates,  however,  fuel price
increases  will not be fully offset through these  measures.  An increase in the
percentage  of the Company's  fleet  supplied by  Company-owned  equipment and a
slightly older fleet of Company-owned equipment also contributed to increases in
this category. The Company has extended its trade cycle for tractors and expects
the increase in maintenance and repair costs to continue.

     Insurance and claims increased $130,000 (6.8%), to $2.0 million in the 2001
period  from $1.9  million  in the 2000  period.  As a  percentage  of  revenue,
insurance and claims  remained  essentially  constant at 2.0% of revenue for the
2001 period compared with 1.9% for the 2000 period.

     Taxes and licenses remained constant at $1.9 million and 1.9% of revenue in
both periods.

     General and  administrative  expenses  increased  $283,000 (7.5%),  to $4.0
million in the 2001 period from $3.8 million in the 2000 period. As a percentage
of revenue, general and administrative expenses increased to 4.1% of revenue for
the 2001  period  compared  with  3.7% for the 2000  period.  The  increase  was
attributable to higher driver training costs as the number of new drivers in the
Company's training and orientation program continued at record levels.

                                                                         Page 12

<PAGE>

     Communications  and  utilities  remained  constant at $1.1  million in both
periods.  As a percentage  of revenue,  communications  and  utilities  remained
essentially  constant at 1.1% of revenue for the 2001 period  compared with 1.0%
for the 2000 period.

     Depreciation and amortization  decreased $96,000 (1.0%), to $9.1 million in
the 2001  period  from $9.2  million  in the 2000  period.  As a  percentage  of
revenue,  depreciation and amortization increased to 9.2% of revenue in the 2001
period from 9.0% in the 2000 period. Under normal circumstances, the increase in
the percentage of the Company's fleet supplied by Company-owned  equipment would
cause depreciation,  expressed as a percentage of revenue, to increase. However,
given the  significant  decrease  in used  equipment  values,  the  Company  has
extended the time period for replacing  Company-owned equipment and acquired low
mileage,  late-model  used  equipment  when  replacement  of older  equipment is
necessary.

     Interest expense (net) decreased  $379,000 (18.6%),  to $1.7 million in the
2001  period  from $2.0  million in the 2000  period  reflecting  a decrease  in
average  outstanding  debt and lower interest rates. As a percentage of revenue,
interest expense (net) decreased to 1.7% of revenue in the 2001 period from 2.0%
in the 2000 period.

     As a result of the  foregoing,  the Company's  pretax  margin  decreased to
(2.5%) in the 2001 period from 0.7% in the 2000 period.

     The Company's income tax benefit for the 2001 period was $772,000, or 31.6%
of loss  before  income  taxes.  The  Company's  income tax expense for the 2000
period was $446,000,  or 64.5% of earnings  before income taxes. In both periods
the effective tax rate differs from the expected combined tax rate for a company
headquartered  in Iowa  because  of the cost of  nondeductible  driver  per diem
expense  absorbed by the Company.  The impact of the  Company's  paying per diem
travel  expenses  varies   depending  upon  the  ratio  of  Company  drivers  to
independent contractors and the Company's pretax earnings.

     As a result  of the  factors  described  above,  net loss was $1.7  million
((1.7%) of revenue) in the 2001 period  compared  with net  earnings of $245,000
(0.2% of revenue) in the 2000 period.

                                                                         Page 13

<PAGE>


Liquidity and Capital Resources

     The growth of the Company's business has required  significant  investments
in new revenue  equipment  that the Company  has  financed in recent  years with
borrowings under  installment notes payable to commercial  lending  institutions
and equipment  manufacturers,  borrowings under lines of credit,  cash flow from
operations,  and equipment leases from third-party lessors. The Company also has
obtained a portion of its revenue  equipment fleet from independent  contractors
who own and operate the equipment,  which reduces  overall  capital  expenditure
requirements   compared  with  providing  a  fleet  of  entirely   Company-owned
equipment.  The  Company's  primary  sources of  liquidity  currently  are funds
provided by operations and  borrowings  under credit  agreements  with financial
institutions and equipment  manufacturers.  Management believes that its sources
of liquidity  are adequate to meet its  currently  anticipated  working  capital
requirements, capital expenditures, and other needs at least through 2001.

     Net cash  provided by  operating  activities  was $5.2  million for the six
months ended June 30,  2001,  consisting  of net loss of $1.7 million  offset by
$9.1 million in depreciation  and  amortization,  and a $2.2 million increase in
accounts payable and other accrued liabilities.  The Company's principal uses of
cash  from  operations  are to  service  debt and  internally  finance  accounts
receivable growth.  Customer accounts receivable  increased $3.7 million for the
six months  ended June 30,  2001.  The  average  age of the  Company's  accounts
receivable was approximately  36.2 days for the 2001 period versus 36.0 days for
the 2000 period.

     Net cash used in  investing  activities  of $3.2 million for the six months
ended  June  30,  2001  related   primarily  to  the   acquisition   of  Skipper
Transportation,  Inc. 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  $3.9  million  during  the  remaining  six  months of 2001.  Such
projected  capital  expenditures  will be funded with a combination of cash flow
from operations, borrowings, and operating leases.

     Net cash used in  financing  activities  of $1.9 million for the six months
ended  June  30,  2001,  consisted  primarily  of  principal  payments,  net  of
borrowings, made under the Company's long-term debt obligations.

     At June 30, 2001, the Company had  outstanding  long-term  debt  (including
current maturities) of approximately $53.1 million,  most of which was comprised
of  obligations  for the  purchase  of revenue  equipment.  Approximately  $30.3
million  consisted of  borrowings  from  financial  institutions  and  equipment
manufacturers,  $22.8 million  represented  the amount drawn under the Company's
revolving credit facility. Interest rates on this debt range from 5.15% to 6.58%
with maturities through 2006.

     At June 30, 2001, the revolving credit facility  provided for borrowings of
up to  $32.5  million,  based  upon  certain  accounts  receivable  and  revenue
equipment values.  The interest rate under the credit facility is currently 1.5%
plus the LIBOR rate for the corresponding period. The credit facility is secured
and contains  covenants that impose certain minimum  financial  ratios and limit
additional liens, the size of certain mergers and acquisitions,  dividends,  and
other  matters.  The  Company  was in  compliance  with the terms of the  credit
facility at June 30, 2001.

Quantitative and Qualitative Disclosures About Market Risks

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

Interest Rate Risk
     The revolving credit facility,  provided there has been no default, carries
a maximum  variable  interest  rate of LIBOR for the  corresponding  period plus
1.5%. This variable interest exposes the Company to the risk that interest rates
may rise.  Most of the  Company's  other debt carries fixed  interest  rates and
exposes the Company to the risk that interest  rates may fall. At June 30, 2001,
approximately  68.8% of the Company's debt carries a variable  interest rate and
the remainder is fixed.

Commodity Price Risk
     The Company in the past has used derivative instruments,  including heating
oil price swap  agreements,  to reduce a portion of its  exposure  to fuel price
fluctuations. At June 30, 2001, the Company had no such agreements in place.

                                                                         Page 14

<PAGE>

PART II
                                OTHER INFORMATION

Item 1.    Legal Proceedings.

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

Item 2.    Changes in Securities and Use of Proceeds.

       None.

Item 3.    Defaults Upon Senior Securities.

       None.

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

     On May 11, 2001, the Company held its annual meeting for the purpose of (a)
     ratification of the selection of KPMG LLP as independent  certified  public
     accounts for the  Company,  and (b) electing  five  directors  for one-year
     terms.  Proxies for the meeting were solicited pursuant to Section 14(a) of
     the  Securities  Exchange  Act of 1934,  and there was no  solicitation  in
     opposition to  management's  nominees.  Each of  management's  nominees for
     director  as  listed  in  the  Proxy  Statement  was  elected.  The  voting
     tabulation  on the  selection of  accountants  was  5,309,399  votes "FOR",
     68,665 votes "AGAINST", and 5,318 votes "ABSTAIN." The voting tabulation on
     the election of directors was as follows:

<TABLE>
<CAPTION>
<S>                                        <C>                <C>                <C>
                                                      Shares             Shares             Shares
                                                       voted              voted              voted
                                                       "FOR"          "AGAINST"          "ABSTAIN"
        William G. Smith                           5,309,505                  0             73,877
        G. Larry Owens                             5,308,912                  0             74,470
        Terry G. Christenberry                     5,307,692                  0             75,690
        Herbert D. Ihle                            5,307,692                  0             75,690
        Robert E. Rich                             5,306,692                  0             75,690

</TABLE>

Item 5.    Other Information.

       None.

                                                                         Page 15
<PAGE>


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

       (a)  Exhibits.


Exhibit                              Description
 Number


3.1        +            Articles of Incorporation.

3.2        +            Bylaws.

4.1        +            Articles of Incorporation.

4.2        +            Bylaws.

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

10.2       +            Incentive Stock Plan adopted March 1, 1995.

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

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

10.5       +            Memorandum of officer incentive compensation policy.

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

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

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

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

10.10      *            Third Amendment to Credit Agreement dated October 30,
                        1998, between Smithway Motor Xpress Corp., as Guarantor,
                        Smithway Motor Xpress, Inc., as Borrower, and LaSalle
                        National Bank, as Lender.

10.11      **           Amendment No. 2 to Smithway Motor Xpress Corp. Incentive
                        Stock Plan, adopted May 7, 1999.

10.12      ***          Fourth Amendment to Credit Agreement dated August 20,
                        1999, between Smithway Motor Xpress Corp., as Guarantor,
                        Smithway Motor Xpress, Inc., as Borrower, and LaSalle
                        National Bank.

10.13      ****         Fifth Amendment to Credit Agreement dated December 17,
                        1999, between Smithway Motor Xpress Corp., as Guarantor,
                        Smithway Motor Xpress, Inc., as Borrower, and LaSalle
                        National Bank.

10.14      *****        1997 Profit Incentive Plan, adopted May 8, 1997.

                                                                         Page 16

<PAGE>


10.15      ^            Form of Outside Director Stock Option Agreement dated
                        July 27, 2000 between Smithway Motor Xpress Corp. and
                        each of its non-employee directors.

10.16      ^^           Sixth Amendment to Credit Agreement dated July 1, 2000,
                        between Smithway Motor Xpress Corp., as Guarantor,
                        Smithway Motor Xpress, Inc., as Borrower, and LaSalle
                        National Bank.

10.17      ^^           Seventh Amendment to Credit Agreement dated August 25,
                        2000, between Smithway Motor Xpress Corp., as Guarantor,
                        Smithway Motor Xpress, Inc., as Borrower, and LaSalle
                        National Bank.

10.18      ^^           Eighth Amendment to Credit Agreement dated March 14,
                        2001, between Smithway Motor Xpress Corp., as Guarantor,
                        Smithway Motor Xpress, Inc., as Borrower, and LaSalle
                        National Bank.

21         ****         List of Subsidiaries.


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

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

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

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

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

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

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

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

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

^^       Incorporated by reference from the Company's Quarterly Report on Form
         10-Q for the period ended March 31, 2001.  Commission File No.
         000-20793, dated May 14, 2001.

#        Filed herewith.

         (b)  Reports on Form 8-K.

              None.


                                                                         Page 17

<PAGE>


                                    SIGNATURE

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

                                         SMITHWAY MOTOR XPRESS CORP.,
                                         a Nevada corporation


Date: August 10, 2001                    By:____________________________________
                                         Douglas C. Sandvig
                                         Controller and Chief Accounting Officer