SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

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

                                    FORM 10-Q

                                   (Mark One)

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

For the quarterly period ended September 30, 1999

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

                         Commission File Number 0-20793

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


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


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

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

                                  YES X NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date (November 9, 1999).

             Class A Common Stock, $.01 par value: 4,035,876 shares
             Class B Common Stock, $.01 par value: 1,000,000 shares


Exhibit Index is on Page 18-19.


                                                                    Page 1 of 20

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                                                                            PAGE
                                                                          NUMBER
Item 1.  Financial Statements..........................................      3-8
         Condensed Consolidated Balance Sheets as of September 30, 1999
           (unaudited) and December 31, 1998...........................      3-4
         Condensed Consolidated Statements of Earnings for the three and
           nine months ended September 30, 1999 and 1998 (unaudited)....       5
         Condensed Consolidated Statements of Cash Flows for the
           nine months ended September 30, 1999 and 1998 (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........................................    9-16
Item 3.  Quantitative and Qualitative Disclosures
           About Market Risks...........................................      16

                                     PART II
                                OTHER INFORMATION


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

                           FORWARD LOOKING STATEMENTS

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

                                                                    Page 2 of 20

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                September 30,       December 31,
                                                                                     1999               1998
                                                                              ------------------ ------------------
                                                                                 (unaudited)
<S>                                                                           <C>                <C>

                                    ASSETS
Current assets:
  Cash and cash equivalents...................................................$            1,766 $            1,276
  Receivables:
    Trade.....................................................................            19,445             15,481
    Other.....................................................................             1,887              1,366
    Recoverable income taxes..................................................                 -                270
  Inventories.................................................................             1,638              1,537
  Deposits, primarily with insurers...........................................               254                391
  Prepaid expenses............................................................             1,155              1,110
  Deferred income taxes.......................................................             1,020                510
                                                                              ------------------ ------------------
         Total current assets.................................................            27,165             21,941
                                                                              ------------------ ------------------
Property and equipment:
  Land........................................................................             1,081                881
  Buildings and improvements..................................................             6,852              6,147
  Tractors....................................................................            68,916             60,915
  Trailers....................................................................            42,449             39,194
  Other equipment.............................................................             6,602              6,269
                                                                              ------------------ ------------------
                                                                                         125,900            113,406
  Less accumulated depreciation...............................................            34,091             26,269
                                                                              ------------------ ------------------
         Net property and equipment...........................................            91,809             87,137
                                                                              ------------------ ------------------
Intangible assets, net........................................................             5,781              5,892
Other assets..................................................................               259                524
                                                                              ------------------ ------------------
                                                                              $          125,014 $          115,494
                                                                              ================== ==================


</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                                    Page 3 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

                                                                                September 30,       December 31,
                                                                                     1999               1998
                                                                              ------------------ ------------------
                                                                                 (unaudited)
<S>                                                                           <C>                <C>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt........................................$            8,473 $            8,124
  Accounts payable............................................................             7,602              3,280
  Accrued compensation........................................................             3,345              1,714
  Accrued loss reserves.......................................................             2,414              1,204
  Other accrued expenses......................................................               792                808
  Income taxes payable........................................................                45                  -
                                                                              ------------------ ------------------
         Total current liabilities............................................            22,671             15,130
Long-term debt, less current maturities.......................................            49,476             53,579
Deferred income taxes.........................................................            13,650             11,380
                                                                              ------------------ ------------------
         Total liabilities....................................................            85,797             80,089
                                                                              ------------------ ------------------
Stockholders' equity:
  Preferred stock.............................................................                 -                  -
  Common stock:
    Class A...................................................................                40                 40
    Class B...................................................................                10                 10
  Additional paid-in capital..................................................            11,413             11,311
  Retained earnings...........................................................            27,754             24,118
  Reacquired shares, at cost..................................................                 -                (74)
                                                                              ------------------ ------------------
         Total stockholders' equity...........................................            39,217             35,405
                                                                              ------------------ ------------------
                                                                              $          125,014 $          115,494
                                                                              ================== ==================
</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                                    Page 4 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                      Three months ended                Nine months ended
                                                        September 30,                     September 30,
                                                    1999             1998             1999             1998
                                                -------------   --------------   --------------   --------------
<S>                                             <C>             <C>              <C>              <C>

Operating revenue:
     Freight....................................$      49,922   $       42,203   $      148,016   $      116,259
     Other......................................          121              221              439              391
                                                -------------   --------------   --------------   --------------
           Operating revenue....................       50,043           42,424          148,455          116,650
                                                -------------   --------------   --------------   --------------
Operating expenses:
     Purchased transportation...................       20,475           17,911           60,019           48,553
     Compensation and employee benefits.........       12,698            9,679           36,701           27,464
     Fuel, supplies, and maintenance............        5,966            4,934           17,634           14,254
     Insurance and claims.......................        1,327              620            3,332            1,940
     Taxes and licenses.........................        1,021              799            2,988            2,150
     General and administrative.................        1,886            1,576            5,474            4,506
     Communications and utilities...............          499              469            1,643            1,311
     Depreciation and amortization..............        4,212            2,908           11,672            8,055
                                                -------------   --------------   --------------   --------------
         Total operating expenses...............       48,084           38,896          139,463          108,233
                                                -------------   --------------   --------------   --------------
            Earnings from operations............        1,959            3,528            8,992            8,417
Financial (expense) income
     Interest expense...........................         (950)            (831)          (2,863)          (2,148)
     Interest income............................           26               46               95              181
                                                -------------   --------------   --------------   --------------
             Earnings before income taxes.......        1,035            2,743            6,224            6,450
Income taxes....................................          425            1,139            2,588            2,682
                                                -------------   --------------   --------------   --------------
             Net earnings.......................$         610   $        1,604   $        3,636   $        3,768
                                                =============   ==============   ==============   ==============
Basic and diluted earnings per common
share...........................................$        0.12   $         0.32   $         0.72   $         0.75
                                                =============   ==============   ==============   ==============
Basic weighted average common shares
outstanding.....................................    5,035,876        5,015,082        5,029,288        5,011,523
     Common stock options and awards............        2,802            1,365            1,857           32,119
                                                -------------   --------------   --------------   --------------
Diluted weighted average common shares              5,038,678        5,016,447        5,031,145        5,043,642
outstanding.....................................
                                                =============   ==============   ==============   ==============
</TABLE>



See accompanying notes to condensed consolidated financial statements.
                                                                    Page 5 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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


<TABLE>
<CAPTION>

                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                     ------------------------------
                                                                                          1999           1998
                                                                                     -------------- ---------------
<S>                                                                                  <C>            <C>

Cash flows from operating activities:
  Net earnings.......................................................................$        3,636 $         3,768
                                                                                     -------------- ---------------
  Adjustments  to  reconcile  net  earnings to net cash  provided  by  operating
    activities:
    Depreciation and amortization....................................................        11,672           8,055
    Deferred income taxes............................................................         1,760           1,808
    Stock bonuses....................................................................           176             164
    Changes in:
      Receivables (net)..............................................................        (4,486)         (4,961)
      Inventories....................................................................          (101)           (101)
      Deposits, primarily with insurers..............................................           138             465
      Prepaid expenses...............................................................           (45)            459
      Accounts payable and other accrued liabilities.................................         7,461           2,657
                                                                                     -------------- ---------------
             Total adjustments.......................................................        16,575           8,546
                                                                                     -------------- ---------------
             Net cash provided by operating activities...............................        20,211          12,314
                                                                                     -------------- ---------------

Cash flows from investing activities:
  Payments for acquisitions..........................................................             -         (14,255)
  Purchase of property and equipment.................................................       (14,441)        (10,295)
  Proceeds from the sale of property and equipment...................................         2,193           1,414
  Other .............................................................................           115            (162)
                                                                                     -------------- ---------------
             Net cash used in investing activities...................................       (12,133)        (23,298)
                                                                                     -------------- ---------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................................             -          14,000
  Principal payments on long-term debt...............................................        (7,588)         (5,662)
                                                                                     -------------- ---------------
         Net cash (used in) provided by financing activities.........................        (7,588)          8,338
                                                                                     -------------- ---------------

         Net increase (decrease) in cash and cash equivalents........................           490          (2,646)
Cash and cash equivalents at beginning of period.....................................         1,276           4,082
                                                                                     -------------- ---------------
Cash and cash equivalents at end of period...........................................$        1,766 $         1,436
                                                                                     ============== ===============

</TABLE>


See accompanying notes to condensed consolidated financial statements.
                                                                    Page 6 of 20

<PAGE>



                  SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>


                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                              ------------------------------
                                                                                   1999            1998
                                                                              --------------- --------------
<S>                                                                           <C>             <C>

Supplemental  disclosure of cash flow  information:  Cash paid during the period
  for:
      Interest................................................................$         2,908 $        2,310
      Income taxes............................................................          1,276          1,153
                                                                              =============== ==============

Supplemental schedules of noncash investing and financing activities:
    Notes payable issued for tractors and trailers............................$         3,834 $       10,394
    Issuance of stock bonuses.................................................            176            164
    Liability issued for intangible assets....................................              -          1,293
                                                                              =============== ==============


Cash payments for acquisitions:
    Revenue equipment.........................................................$             - $       11,188
    Intangible assets.........................................................              -          1,697
    Land, buildings and other assets..........................................              -          1,370
                                                                              --------------- --------------
Total cash paid for acquisitions..............................................$             - $       14,255
                                                                              =============== ==============

</TABLE>


See accompanying notes to condensed consolidated financial statements.
                                                                    Page 7 of 20

<PAGE>



                   SMITHWAY MOTOR XPRESS CORP. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1. Basis of Presentation

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

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

Note 2. Effect of New Accounting Standards

Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, will
be effective for the Company for the year beginning January 1, 2001.  Management
is evaluating the impact the adoption of SFAS No. 133 will have on the Company's
consolidated  financial  statements.  The Company  expects to adopt SFAS No. 133
when required.


                                                                    Page 8 of 20

<PAGE>





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



Overview

         The Company's  fiscal year ends on December 31 of each year. Thus, this
report  discusses the third quarter and first nine months of the Company's  1999
and 1998 fiscal years.

         The Company has expanded  its  operations  substantially  over the past
three years through a combination of internal growth and  acquisitions.  For the
three months ended September 30, 1999,  revenue increased 18.0% and net earnings
decreased 62.0% compared with the same period in 1998. For the nine months ended
September 30, 1999,  revenue  increased  27.3% and net earnings  decreased  3.5%
compared with the same period in 1998.

         The Company  significantly  increased its dry van  operations  with the
acquisition of East West and JHT in 1998. The Company's  increasing revenue from
dry van operations has affected its operating  statistics.  Company-wide revenue
per loaded mile remained constant at $1.33 in the 1999 quarter and 1998 quarter.
For the nine months ended  September 30, 1999,  Company-wide  revenue per loaded
mile has  decreased  to $1.32 from $1.33 in the 1998 period,  primarily  because
revenue per loaded mile for the  Company's dry van freight is lower than for its
flatbed freight.  Management  believes that dry van freight can be comparable in
profitability to flatbed freight. In the third quarter,  however,  the Company's
dry van  operations  were  not as  profitable  as its  flatbed  operations.  The
percentage of the Company's  revenue  generated by dry van freight has increased
in 1999  because of the  acquisition  of JHT in October  1998.  Fluctuations  in
revenue  per  loaded  mile  and  other  operating   statistics  may  occur  from
time-to-time as the Company's  freight mix changes due to acquisitions and other
factors.

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


                                                                    Page 9 of 20

<PAGE>




Results of Operations

         The following  table sets forth the percentage  relationship of certain
items to  operating  revenue for the three and nine months ended  September  30,
1999 and 1998:

<TABLE>
<CAPTION>

                                                         Three Months Ended             Nine months Ended
                                                           September 30,                  September 30,
                                                        1999           1998            1999           1998
                                                     -----------    -----------     -----------    -----------
<S>                                                  <C>            <C>             <C>            <C>

Operating revenue....................................     100.0%         100.0%          100.0%         100.0%
Operating expenses
  Purchased transportation...........................      40.9           42.2            40.4           41.6
  Compensation and employee benefits.................      25.4           22.8            24.7           23.5
  Fuel, supplies, and maintenance....................      11.9           11.6            11.9           12.2
  Insurance and claims...............................       2.7            1.5             2.2            1.7
  Taxes and licenses.................................       2.0            1.9             2.0            1.8
  General and administrative.........................       3.8            3.7             3.7            3.9
  Communications and utilities.......................       1.0            1.1             1.1            1.1
  Depreciation and amortization......................       8.4            6.9             7.9            6.9
                                                     -----------    -----------     -----------    -----------
    Total operating expenses.........................      96.1           91.7            93.9           92.8
                                                     -----------    -----------     -----------    -----------
Earnings from operations.............................       3.9            8.3             6.1            7.2
Interest expense (net)...............................      (1.8)          (1.9)           (1.9)          (1.7)
                                                     -----------    -----------     -----------    -----------
Earnings before income taxes.........................       2.1            6.5             4.2            5.5
Income taxes.........................................       0.8            2.7             1.7            2.3
                                                     -----------    -----------     -----------    -----------
Net earnings.........................................       1.2%           3.8%            2.4%           3.2%
                                                     ===========    ===========     ===========    ===========
</TABLE>

Comparison  of three  months  ended  September  30, 1999 with three months ended
September 30, 1998

         Operating  revenue  increased  $7.6  million  (18.0%) to $50.0  million
during the 1999 quarter from $42.4  million  during the 1998  quarter.  Expanded
business with existing customers and revenue from the acquired operations of JHT
in October 1998  contributed to the Company's  revenue growth.  Weighted average
tractors  increased 21.2% to 1,531 during the 1999 quarter from 1,263 during the
1998 quarter.  This was offset by a decrease in average  revenue per tractor per
week to $2,328  during the 1999  quarter  from $2,384  during the 1998  quarter,
caused by a shortage of manned tractors in the fleet and lower miles per tractor
in the dry van operations.

         Purchased  transportation  increased  $2.6  million  (14.3%)  to  $20.5
million  in the 1999  quarter  from  $17.9  million  in the 1998  quarter as the
Company's  business  expanded and the Company  contracted with more  independent
contractor providers of revenue equipment. As a percentage of revenue, purchased
transportation  decreased  to 40.9% of revenue in the 1999 quarter from 42.2% in
the 1998 quarter.  This reflects a decrease in the amount of freight brokered by
the Company as a percent of total revenue,  a slight  decrease in the percentage
of the Company's fleet supplied by independent  contractors,  and a reduction in
equipment rent caused by the purchase of equipment which was previously leased.

         Compensation  and employee  benefits  increased $3.0 million (31.2%) to
$12.7  million in the 1999 quarter from $9.7 million in the 1998  quarter.  As a
percentage of revenue,  compensation and employee benefits increased to 25.4% of
revenue in the 1999  quarter  from 22.8% in the 1998  quarter.  The increase was
attributable to an approximately $1.0 million increase in workers'  compensation
claims  reserved and a slight  increase in the percentage of the Company's fleet
supplied by Company trucks.

                                                                   Page 10 of 20

<PAGE>



         Fuel, supplies,  and maintenance increased $1.0 million (20.9%) to $6.0
million  in the  1999  quarter  from  $4.9  million  in the 1998  quarter.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  increased to 11.9% of
revenue for the 1999 quarter compared with 11.6% for the 1998 quarter.  This was
the result of a 17%  increase in average  fuel costs to $1.17 per gallon  during
the 1999  quarter  from $1.00 per  gallon  during  the 1998  quarter,  which was
partially offset by fuel hedging transactions.

         Insurance and claims increased $707,000 (114.0%) to $1.3 million in the
1999  quarter from  $620,000 in the 1998  quarter.  As a percentage  of revenue,
insurance and claims  increased to 2.7% of revenue for the 1999 quarter compared
with 1.5% for the 1998 quarter.  The increase was attributable to an increase in
liability and physical damage claims paid and reserved.

         Taxes and licenses  increased  $222,000  (27.8%) to $1.0 million in the
1999 quarter from  $799,000 in the 1998  quarter  reflecting  an increase in the
number of  tractors  licensed  by the  Company  and an increase in the number of
shipments requiring special permits during the 1999 quarter. The special permits
are paid for by the shippers,  which increases freight revenue.  As a percentage
of revenue,  taxes and licenses remained essentially constant at 2.0% of revenue
in the 1999 quarter and 1.9% in the 1998 quarter.

         General and administrative  expenses increased $310,000 (19.7%) to $1.9
million  in the  1999  quarter  from  $1.6  million  in the 1998  quarter.  As a
percentage of revenue,  general and administrative expenses remained essentially
constant at 3.8% of revenue in the 1999 quarter and 3.7% in the 1998 quarter.

         Communications  and utilities  increased  $30,000 (6.4%) to $499,000 in
the 1999 quarter from $469,000 in the 1998 quarter.  As a percentage of revenue,
communications and utilities remained essentially constant at 1.0% of revenue in
the 1999 quarter and 1.1% in the 1998 quarter.

         Depreciation  and  amortization  increased $1.3 million (44.8%) to $4.2
million  in the  1999  quarter  from  $2.9  million  in the 1998  quarter.  As a
percentage  of  revenue,  depreciation  and  amortization  increased  to 8.4% of
revenue in the 1999  quarter  from 6.9% in the 1998  quarter.  Depreciation  and
amortization  increased because of a larger fleet of Company-owned  tractors and
trailers,  which increased the cost of equipment being depreciated,  an increase
in the number of Company-owned tractors,  trailers, and satellite communications
units  financed  with debt  rather  than  operating  leases,  and an increase in
goodwill amortization as a result of the JHT acquisition,  which occurred during
the  fourth  quarter  of 1998.  Depreciation  and  amortization  increased  as a
percentage  of  revenue   primarily  because  lower  revenue  per  tractor  less
efficiently spread this fixed cost.

         Interest  expense (net) increased  $139,000  (17.7%) to $924,000 in the
1999  quarter from  $785,000 in the 1998  quarter.  As a percentage  of revenue,
interest expense (net) remained  essentially  constant at 1.8% of revenue in the
1999 quarter and 1.9% in the 1998 quarter.

         As a result of the foregoing, the Company's pretax margin decreased to
2.1% in the 1999 quarter from 6.5% in the 1998 quarter.

         The  Company's  effective  tax rate was 41.1% for the 1999  quarter and
41.5% for the 1998  quarter.  The effective tax rate is higher than the expected
combined  tax rate for a company  headquartered  in Iowa  because of the cost of
nondeductible driver per diem expense absorbed by the Company. The impact of the
Company's  paying per diem travel  expenses  varies  depending upon the ratio of
drivers to independent contractors and the Company's net earnings.

         As a result of the factors  described  above,  net  earnings  decreased
$994,000  (62.0%) to $610,000  (1.2% of revenue) in the 1999  quarter  from $1.6
million (3.8% of revenue) in the 1998 quarter.

                                                                   Page 11 of 20

<PAGE>



Comparison  of nine months  ended  September  30,  1999,  with nine months ended
September 30, 1998

         Operating  revenue  increased  $31.8 million  (27.3%) to $148.5 million
during the 1999 period  from $116.7  million  during the 1998  period.  Expanded
business with existing customers and revenue from the acquired operations of JHT
in October 1998  contributed to the Company's  revenue growth.  Weighted average
tractors  increased  30.6% to 1,533 during the 1999 period from 1,174 during the
1998 period.  The increase in fleet size was  partially  offset by a decrease in
average  revenue  per  tractor  per week to $2,318  during the 1999  period from
$2,357  during the 1998 period,  caused  primarily by lower miles per tractor in
the dry van operations.

         Purchased  transportation  increased  $11.4  million  (23.6%)  to $60.0
million  in the  1999  period  from  $48.6  million  in the 1998  period  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  decreased  to 40.4% of revenue in the 1999  period from 41.6% in
the 1998 period.  This reflects a decrease in the amount of freight  brokered by
the Company as a percent of total revenue,  a slight  decrease in the percentage
of the Company's fleet supplied by independent  contractors,  and a reduction in
equipment rent caused by the purchase of equipment which was previously leased.

         Compensation  and employee  benefits  increased $9.2 million (33.6%) to
$36.7  million in the 1999 period from $27.5  million in the 1998  period.  As a
percentage of revenue,  compensation and employee benefits increased to 24.7% of
revenue for the 1999 period from 23.5% for the 1998  period.  The  increase  was
attributable to an approximately $1.0 million increase in workers'  compensation
claims  reserved in the three months  ended  September  30,  1999,  and a slight
increase in the percentage of the Company's fleet supplied by Company trucks.

         Fuel, supplies, and maintenance increased $3.4 million (23.7%) to $17.6
million  in the  1999  period  from  $14.3  million  in the  1998  period.  As a
percentage of revenue,  fuel,  supplies,  and maintenance  decreased to 11.9% of
revenue  for the 1999  period  compared  with  12.2%  for the 1998  period.  The
decrease as a percentage of revenue  reflected a reduction in maintenance  costs
and tires  expense,  which was partially  offset by increased  fuel costs in the
three months ended  September  30, 1999.  The fuel price  increase was partially
offset by fuel hedging transactions.

         Insurance and claims  increased $1.4 million (71.8%) to $3.3 million in
the 1999  period  from $1.9  million  in the 1998  period.  As a  percentage  of
revenue,  insurance and claims  increased to 2.2% of revenue for the 1999 period
compared  with 1.7% for the 1998 period.  The increase  was  attributable  to an
increase in liability and physical damage claims paid and reserved.

         Taxes and licenses  increased  $838,000  (39.0%) to $3.0 million in the
1999 period from $2.2 million in the 1998 period,  reflecting an increase in the
number of  tractors  licensed  by the  Company  and an increase in the number of
shipments  requiring special permits during the 1999 period. The special permits
are paid for by the shippers,  which increases freight revenue.  As a percentage
of revenue,  taxes and licenses  increased to 2.0% of revenue in the 1999 period
from 1.8% in the 1998 period  because of lower  average  revenue per tractor per
week and the cost of the special permits.

         General and administrative  expenses increased $968,000 (21.5%) to $5.5
million in the 1999 period from $4.5 million in the 1998 period. As a percentage
of revenue,  general and administrative expenses decreased to 3.7% of revenue in
the 1999  period  from  3.9% in the 1998  period as a result  of a  decrease  in
freight  revenue  being   dispatched  by  terminal  agents   resulting  in  less
commissions paid during the 1999 period.  Additionally,  certain fixed costs are
being spread over a larger revenue base.

                                                                   Page 12 of 20

<PAGE>



         Communications and utilities increased $332,000 (25.3%) to $1.6 million
in the 1999 period from $1.3  million in the 1998  period.  As a  percentage  of
revenue, communications and utilities remained constant at 1.1% of revenue.

         Depreciation and  amortization  increased $3.6 million (44.9%) to $11.7
million in the 1999 period from $8.1 million in the 1998 period. As a percentage
of revenue,  depreciation and  amortization  increased to 7.9% of revenue in the
1999  period  from  6.9%  in the  1998  period.  Depreciation  and  amortization
increased  because of a larger fleet of  Company-owned  tractors  and  trailers,
which  increased  the cost of equipment  being  depreciated,  an increase in the
number of Company-owned tractors,  trailers, and satellite  communications units
financed  with debt rather than  operating  leases,  and an increase in goodwill
amortization as a result of the East West acquisition  which closed February 20,
1998, the TP  Transportation  acquisition  which closed August 21, 1998, and the
JHT  acquisition,  which closed October 30, 1998.  Depreciation and amortization
increased as a percentage of revenue primarily because lower revenue per tractor
less efficiently spread this fixed cost.

         Interest  expense (net) increased  $801,000  (40.7%) to $2.8 million in
the 1999  period  from $2.0  million  in the 1998  period.  As a  percentage  of
revenue,  interest expense (net) increased to 1.9% of revenue in the 1999 period
from 1.7% in the 1998  period,  due to higher  average  debt  balances  of $60.6
million in the 1999 period compared with $40.5 million in the 1998 period.

         As a result of the foregoing, the Company's pretax margin  decreased to
4.2% in the 1999 period from 5.5% in the 1998 period.

         The  Company's  effective  tax rate was 41.6% in both the 1999 and 1998
periods.  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.

         As a result of the factors  described  above,  net  earnings  decreased
$132,000  (3.5%) to $3.6 million  (2.4% of revenue) in the 1999 period from $3.8
million (3.2% of revenue) in the 1998 period.


                                                                   Page 13 of 20

<PAGE>



Liquidity and Capital Resources

         The growth of the  Company's  business has required  significant
investments in new revenue equipment that the Company  historically has financed
with  borrowing   under   installment   notes  payable  to  commercial   lending
institutions and equipment manufacturers, borrowings under lines of credit, cash
flow from operations, equipment leases from third-party lessors, and proceeds of
the  Company's  initial public offering.  The Company also has obtained a
portion of its revenue equipment fleet from independent  contractors who own and
operate the equipment,  which reduces overall capital  expenditure  requirements
compared  with  providing  a fleet  of  entirely  Company-owned  equipment.  The
Company's  primary  sources of liquidity  currently are funds provided by
operations and borrowings  under credit  agreements with financial  institutions
and equipment  manufacturers.  Management believes that its sources of liquidity
are adequate to meet its currently  anticipated  working  capital  requirements,
capital expenditures, and other needs at least through 2000.

         Net cash  provided by operating  activities  was $20.2  million for the
nine  months  ended  September  30,  1999.  The  primary  sources  of cash  from
operations  were net  earnings of $3.6  million  increased  by $11.7  million in
depreciation and  amortization,  and a $7.5 million increase in accounts payable
and  other  accrued  liabilities.  The  Company's  principal  use of  cash  from
operations  is to  service  debt  and  internally  finance  accounts  receivable
associated with growth in the business.  Customer accounts receivable  increased
$4.5 million for the nine months ended  September  30, 1999.  The average age of
the  Company's  accounts  receivable  was  approximately  34.2 days for the 1999
period versus 33.1 days for the 1998 period.

         Net cash used in  investing  activities  of $12.1  million  in the 1999
period related primarily to purchases,  sales, and trades of revenue  equipment.
The Company expects capital  expenditures  (primarily for revenue  equipment and
satellite  communications  units),  net of revenue  equipment  trade-ins,  to be
approximately  $6.5 million  during the  remaining  three  months of 1999.  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 $7.6  million  for the nine
months ended  September 30, 1999 consisted  entirely of principal  payments made
under the Company's long-term debt obligations.

         At  September  30, 1999,  the Company had  outstanding  long-term  debt
(including current maturities) of approximately $57.9 million, most of which was
comprised of obligations  for the purchase of revenue  equipment.  Approximately
$32.3 million consisted of borrowings from financial  institutions and equipment
manufacturers,  $25 million  represented  the amount  drawn under the  Company's
revolving  credit  facility,   and  $659,000  represented  future  payments  for
purchases of intangible assets.  Interest rates on this debt range from 5.81% to
6.94% with maturities through 2004.

         At September  30, 1999,  the  revolving  credit  facility  provided for
borrowings of up to $40.0 million,  based upon certain  accounts  receivable and
revenue equipment values. Based upon the borrowing levels at September 30, 1999,
the Company had $15.0 million of remaining  borrowing capacity under this credit
facility.  The  interest  rate under the credit  facility is 1.5% plus the LIBOR
rate for the corresponding  period.  The credit facility is secured and contains
covenants  that impose certain  minimum  financial  ratios and limit  additional
liens,  the size of  certain  mergers  and  acquisitions,  dividends,  and other
matters.  The Company was in compliance with the terms of the credit facility at
September 30, 1999.



                                                                   Page 14 of 20

<PAGE>



Year 2000

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

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

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

         Through September 30, 1999 the Company has spent approximately $125,000
to  address  Year 2000  issues.  Total  costs to  address  Year 2000  issues are
currently  estimated not to exceed  $150,000 and consist  primarily of costs for
the  remediation of internal  systems and  equipment.  Funds for these costs are
expected to be provided by the operating cash flows of the Company. The majority
of the internal  system  remediation  efforts  relate to staff costs of on-staff
systems programmers, and therefore, are not incremental costs.



                                                                   Page 15 of 20

<PAGE>



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

         The Company has developed a written  contingency  plan in case business
interruptions do occur. In general, the written plan includes the following: (a)
equipment will be dispatched by telephone; (b) load information will be manually
recorded  into a PC-based  database  application,  which will  generate  freight
bills,  calculate  driver wage and settlement  payments,  and assist in tracking
loads;  (c) the  departmental  teams that have been  established will respond to
Year 2000 issues  within their  department;  (d) personnel  will be  temporarily
re-assigned from noncritical  areas to assist in manual data entry; (e) time off
and vacation  policies have been modified to ensure the availability of adequate
human resources;  and (f) all on-site fueling facilities will be filled prior to
December 31, 1999.

Quantitative and Qualitative Disclosures About Market Risks

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

Interest Rate Risk

         The  revolving  credit  facility,  provided  there has been no default,
carries a maximum variable interest rate of LIBOR for the  corresponding  period
plus 1.5%. This variable  interest exposes the Company to the risk that interest
rates may rise.  The  Company's  other debt  carries  fixed  interest  rates and
exposes the Company to the risk that  interest  rates may fall. At September 30,
1999,  approximately  43% of our debt carries a variable  interest  rate and the
remainder is fixed.

Commodity Price Risk

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

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

         Through  September 30, 1999, there have been no material changes in the
amount or nature of the Company's derivative instruments.

                                                                   Page 16 of 20

<PAGE>



                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities.

                           None.

Item 3.  Defaults Upon Senior Securities.

                           None.

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

                           None.

Item 5.  Other Information.

                           None.

                                                                   Page 17 of 20

<PAGE>






Item 6.  Exhibits and Reports on Form 8-K

                  (a)      Exhibits


   Exhibit
   Number                 Description
     2.1          +++     Asset Purchase Agreement dated February 20, 1998, by
                          and among Smithway Motor Xpress, Inc., East West Motor
                          Express, Inc. and Darwyn and David Stebbins.
     2.2          +++++   Asset  Purchase  Agreement  dated  September 23,
                          1998, by and among Smithway Motor Xpress,  Inc.,  JHT,
                          Inc., JHT LOGISTICS,  INC.,  Bass Brook Truck Service,
                          Inc., and JERDON TERMINAL HOLDINGS, LLC.
     3.1           +      Articles of Incorporation.
     4.2           +      Bylaws.
     4.1           +      Articles of Incorporation.
     4.2           +      Bylaws.
    10.1           +      Outside Director Stock Plan dated March 1, 1995.
    10.2           +      Incentive Stock Plan, adopted March 1, 1995.
    10.3           +      401(k) Plan, adopted August 14, 1992, as amended.
    10.4           +      Form of Agency Agreement between Smithway Motor
                          Xpress, Inc. and its independent commission agents.
    10.5           +      Memorandum of officer incentive compensation policy.
    10.6           +      Form of Independent Contractor Agreement between
                          Smithway Motor Xpress, Inc. and its independent
                          contractor providers of tractors.
    10.7          ++      Credit Agreement dated September 3, 1997, between
                          Smithway Motor Xpress Corp., as Guarantor, Smithway
                          Motor Xpress, Inc., as Borrower, and LaSalle
                          National Bank.
    10.8          ++      Asset Purchase Agreement dated February 20, 1998, by
                          and among Smithway Motor Xpress, Inc., East West Motor
                          Express, Inc., and Darwyn and David Stebbins.
    10.9         ++++     First Amendment to Credit Agreement dated March 1,
                          1998, between Smithway Motor Xpress Corp.,
                          as Guarantor, Smithway Motor Xpress, Inc.,
                          as Borrower, and LaSalle National Bank.


                                                                   Page 18 of 20

<PAGE>



   Exhibit
    10.10        ++++     Second Amendment to Credit Agreement dated March 15,
                          1998, between Smithway  Motor Xpress Corp.,  as
                          Guarantor,  Smithway Motor Xpress, Inc., as Borrower,
                          and LaSalle National Bank.
    10.11        +++++    Asset  Purchase  Agreement  dated  September 23,
                          1998, by and among Smithway Motor Xpress,  Inc.,  JHT,
                          Inc., JHT LOGISTICS,  INC.,  Bass Brook Truck Service,
                          Inc., and JERDON TERMINAL HOLDINGS, LLC.
    10.12        ++++++   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.
    10.13        +++++++  Amendment No. 2 to Smithway Motor Xpress Corp.
                          Incentive Stock Plan, adopted May 7, 1999.
    10.14          #      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.
     27            #      Financial Data Schedule.

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

+                Incorporated by reference from the Company's Registration
                 Statement on Form S-1, Registration No. 33-90356, effective
                 June 27, 1996.
++               Incorporated by reference from the Company's Quarterly Report
                 on Form 10-Q for the period ended September 30, 1997.
                 Commission File No.  000-20793, dated November 12, 1997.
+++              Incorporated by reference from the Company's Form 8-K.
                 Commission File No. 000-20793, dated March 12, 1998.
++++             Incorporated by reference from the Company's Quarterly Report
                 on Form 10-Q for the period ended March 31, 1998.
                 Commission File No.  000-20793, dated May 14, 1998.
+++++            Incorporated by reference from the Company's Form 8-K.
                 Commission File No. 000-20793, dated November 12, 1998.
++++++           Incorporated by reference from the Company's 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.
#                Filed herewith.


              (b) Reports on Form 8-K.

              None.


                                                                   Page 19 of 20

<PAGE>



                                    SIGNATURE

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

                           SMITHWAY MOTOR XPRESS CORP.
                                       a Nevada corporation


Date: November 10, 1999                By: /s/Michael E. Oleson
      -----------------                ----------------------------------------
                                       Michael E. Oleson
                                       Treasurer and Chief Accounting Officer


                                                                   Page 20 of 20