SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                   FORM 8-K


                                CURRENT REPORT


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


      Date of Report (Date of earliest event reported): October 30, 1998



                          SMITHWAY MOTOR XPRESS CORP.
            (Exact name of registrant as specified in its charter)




          NEVADA                      000-20793                  42-1433844
(State or other jurisdiction   (Commission File Number)    (IRS Employer ID No.)
      of incorporation)



      2031 Quail Avenue, Fort Dodge, Iowa                50501
      (Address of principal executive offices)        (Zip Code)


  Registrant's telephone number, including area        (515) 576-7418








                                      1

<PAGE>



ITEM 2.  Acquisition or Disposition of Assets

      Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation  ("SMXC"),  is the
reporting  company under this Form 8-K. On October 30, 1998,  SMXC formed a new,
wholly-owned  subsidiary  ("New JHT") in connection with the purchase of certain
assets from the following related businesses: JHT, Inc., a Minnesota corporation
("Old JHT");  JHT  LOGISTICS,  INC., a Minnesota  corporation;  Bass Brook Truck
Service,  Inc., a Minnesota  corporation;  and JERDON TERMINAL HOLDINGS,  LLC, a
Minnesota limited  liability  company  (individually a "Seller" and together the
"Sellers" or the "Related Businesses").

      The Related  Businesses  operated a terminal in Cohasset,  Minnesota  from
which they  provided  regional,  dry van,  truckload  transportation  of general
commodities.  The  Related  Businesses  generated  approximately  $24 million in
combined revenue in 1997. New JHT intends to continue operating the equipment in
this manner,  using the assets  acquired to augment the existing  operations  of
SMXC's  other  wholly-owned  subsidiaries.  SMXC  is a  truckload  carrier  that
provides  nationwide   transportation  of  diversified  freight,   concentrating
primarily on the flatbed segment of the truckload market.

      Effective October 30, 1998, New JHT consummated the acquisition of certain
assets owned by the Related Businesses  pursuant to the Asset Purchase Agreement
dated September 23, 1998 (the "Agreement").  The Agreement called for a purchase
price of  approximately  $12.5 million in cash, the first $10.2 million of which
was paid directly to the Sellers' creditors to retire all obligations and remove
all liens relating to the certain assets acquired. The purchased assets included
tractors,  trailers,  prepaid licenses,  miscellaneous assets and inventory, and
mobile  communication  terminals.  The purchase of the terminal  location and 12
surrounding  acres from JERDON  TERMINAL  HOLDINGS,  LLC is contingent  upon the
results and any required  remediation in connection with an environmental survey
of the  property.  In the interim New JHT is renting the  terminal  for $100 per
day.

      Under the Agreement,  the Sellers,  their shareholders or members, and the
spouses of the  shareholders  or members are  prohibited  from  competing in the
truckload freight transportation  business for a period of three years after the
later of the individual  shareholder or spouse's final day of employment by SMXC
or any  affiliate or the date of Closing.  Following the Closing for a period of
six months,  Jerry H. Hammann will  provide  consulting  services to New JHT and
SMXC's  other  wholly-owned  subsidiaries,  as  an  independent  contractor.  No
consideration  separate  from the  Agreement  itself is  allocated to either the
noncompetition or consultation undertakings.

      SMXC  increased  its line of credit with LaSalle  National Bank to finance
the transaction. The consideration exchanged was determined through arms'-length
negotiations.  There is no material  relationship between the Related Businesses
or their shareholders or members and SMXC, New JHT, or SMXC's other wholly-owned
subsidiaries,  any of their affiliates,  any of their directors or officers,  or
any associate of any such director or officer.


                                      2

<PAGE>



      The reporting company is not required to file financial  statements of the
acquired  entity or pro  forma  financial  statements  in  connection  with this
Current Report on Form 8-K.

ITEM 7.  Exhibits.

      The terms of the acquisition are more fully described in the Agreement and
the First  Amendment to the Asset  Purchase  Agreement and Real Estate  Purchase
Agreement,  copies  of  which  are  attached  hereto  as  Exhibits  2.1 and 2.2,
respectively.  In addition, the SMXC press release announcing the acquisition is
filed herewith as Exhibit 99.

      2.1   Asset  Purchase  Agreement  dated  September  23, 1998, by and among
            Smithway Motor Xpress, Inc., JHT, Inc.; LOGISTICS,  INC.; Bass Brook
            Truck Service,  Inc.; JERDON TERMINAL  HOLDINGS,  LLC;, and Jerry H.
            Hammann,  Donna  Hammann,  Vicki Dunell,  Tammi Smith,  and Jerry S.
            Hammann*

      2.2   First Amendment to Asset Purchase Agreement and Real Estate Purchase
            Agreement  dated  October  29,  1998,  by and among  SMITHWAY  MOTOR
            XPRESS,  INC.;  JHT,  Inc.; JHT  LOGISTICS,  INC.;  Bass Brook Truck
            Service, Inc.; JERDON TERMINAL HOLDINGS,  LLC; and Jerry H. Hammann,
            Donna Hammann, Vicki Dunnell, Tammi Smith, and Jerry S. Hammann*

      99    Press release issued by SMXC announcing the transaction
------------------------

      *  All of the schedules and exhibits have been omitted. SMXC hereby agrees
         to furnish  supplementally  to the Commission a copy of any schedule or
         exhibit omitted upon the Commission's request.

                                  SIGNATURES

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

                                    SMITHWAY MOTOR XPRESS CORP.

Date: November 10, 1998             By: /s/ G. LARRY OWENS
                                        G. Larry Owens, Executive Vice President
                                        and Chief Operating Officer



                                      3
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 8-K

                                CURRENT REPORT

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

      Date of Report (Date of earliest event reported): October 30, 1998

                          SMITHWAY MOTOR XPRESS CORP.
            (Exact name of registrant as specified in its charter)

          NEVADA                      000-20793                  42-1433844
(State or other jurisdiction   (Commission File Number)    (IRS Employer ID No.)
      of incorporation)

      2031 Quail Avenue, Fort Dodge, Iowa                50501
      (Address of principal executive offices)        (Zip Code)

  Registrant's telephone number, including area        (515) 576-7418

                                      1
ITEM 2.  Acquisition or Disposition of Assets

      Smithway  Motor  Xpress  Corp.,  a  Nevada  corporation  ("SMXC"),  is the
reporting  company under this Form 8-K. On October 30, 1998,  SMXC formed a new,
wholly-owned  subsidiary  ("New JHT") in connection with the purchase of certain
assets from the following related businesses: JHT, Inc., a Minnesota corporation
("Old JHT");  JHT  LOGISTICS,  INC., a Minnesota  corporation;  Bass Brook Truck
Service,  Inc., a Minnesota  corporation;  and JERDON TERMINAL HOLDINGS,  LLC, a
Minnesota limited  liability  company  (individually a "Seller" and together the
"Sellers" or the "Related Businesses").

      The Related  Businesses  operated a terminal in Cohasset,  Minnesota  from
which they  provided  regional,  dry van,  truckload  transportation  of general
commodities.  The  Related  Businesses  generated  approximately  $24 million in
combined revenue in 1997. New JHT intends to continue operating the equipment in
this manner,  using the assets  acquired to augment the existing  operations  of
SMXC's  other  wholly-owned  subsidiaries.  SMXC  is a  truckload  carrier  that
provides  nationwide   transportation  of  diversified  freight,   concentrating
primarily on the flatbed segment of the truckload market.

      Effective October 30, 1998, New JHT consummated the acquisition of certain
assets owned by the Related Businesses  pursuant to the Asset Purchase Agreement
dated September 23, 1998 (the "Agreement").  The Agreement called for a purchase
price of  approximately  $12.5 million in cash, the first $10.2 million of which
was paid directly to the Sellers' creditors to retire all obligations and remove
all liens relating to the certain assets acquired. The purchased assets included
tractors,  trailers,  prepaid licenses,  miscellaneous assets and inventory, and
mobile  communication  terminals.  The purchase of the terminal  location and 12
surrounding  acres from JERDON  TERMINAL  HOLDINGS,  LLC is contingent  upon the
results and any required  remediation in connection with an environmental survey
of the  property.  In the interim New JHT is renting the  terminal  for $100 per
day.

      Under the Agreement,  the Sellers,  their shareholders or members, and the
spouses of the  shareholders  or members are  prohibited  from  competing in the
truckload freight transportation  business for a period of three years after the
later of the individual  shareholder or spouse's final day of employment by SMXC
or any  affiliate or the date of Closing.  Following the Closing for a period of
six months,  Jerry H. Hammann will  provide  consulting  services to New JHT and
SMXC's  other  wholly-owned  subsidiaries,  as  an  independent  contractor.  No
consideration  separate  from the  Agreement  itself is  allocated to either the
noncompetition or consultation undertakings.

      SMXC  increased  its line of credit with LaSalle  National Bank to finance
the transaction. The consideration exchanged was determined through arms'-length
negotiations.  There is no material  relationship between the Related Businesses
or their shareholders or members and SMXC, New JHT, or SMXC's other wholly-owned
subsidiaries,  any of their affiliates,  any of their directors or officers,  or
any associate of any such director or officer.

                                      2
The reporting company is not required to file financial  statements of the
acquired  entity or pro  forma  financial  statements  in  connection  with this
Current Report on Form 8-K.

ITEM 7.  Exhibits.

      The terms of the acquisition are more fully described in the Agreement and
the First  Amendment to the Asset  Purchase  Agreement and Real Estate  Purchase
Agreement,  copies  of  which  are  attached  hereto  as  Exhibits  2.1 and 2.2,
respectively.  In addition, the SMXC press release announcing the acquisition is
filed herewith as Exhibit 99.

      2.1   Asset  Purchase  Agreement  dated  September  23, 1998, by and among
            Smithway Motor Xpress, Inc., JHT, Inc.; LOGISTICS,  INC.; Bass Brook
            Truck Service,  Inc.; JERDON TERMINAL  HOLDINGS,  LLC;, and Jerry H.
            Hammann,  Donna  Hammann,  Vicki Dunell,  Tammi Smith,  and Jerry S.
            Hammann*

      2.2   First Amendment to Asset Purchase Agreement and Real Estate Purchase
            Agreement  dated  October  29,  1998,  by and among  SMITHWAY  MOTOR
            XPRESS,  INC.;  JHT,  Inc.; JHT  LOGISTICS,  INC.;  Bass Brook Truck
            Service, Inc.; JERDON TERMINAL HOLDINGS,  LLC; and Jerry H. Hammann,
            Donna Hammann, Vicki Dunnell, Tammi Smith, and Jerry S. Hammann*

      99    Press release issued by SMXC announcing the transaction
------------------------

      *  All of the schedules and exhibits have been omitted. SMXC hereby agrees
         to furnish  supplementally  to the Commission a copy of any schedule or
         exhibit omitted upon the Commission's request.

                                  SIGNATURES

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

                                    SMITHWAY MOTOR XPRESS CORP.

Date: November 10, 1998             By: /s/ G. LARRY OWENS
                                        G. Larry Owens, Executive Vice President
                                        and Chief Operating Officer

                                      3