UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 17, 2003

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

                             MARTEN TRANSPORT, LTD.
             (Exact name of registrant as specified in its charter)



        Delaware                        0-15010                 39-1140809
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
     of incorporation)                                      Identification No.)



         129 Marten Street, Mondovi, WI               54755
    (Address of principal executive offices)        (Zip Code)


               Registrant's telephone number, including area code:
                                 (715) 926-4216





<PAGE>


Item 1. Changes in Control of Registrant.

        Not applicable.

Item 2. Acquisition or Disposition of Assets.

        Not applicable.

Item 3. Bankruptcy or Receivership.

        Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

        Not applicable.

Item 5. Other Events and Regulation FD Disclosure.

        Not applicable.

Item 6. Resignations of Registrant's Directors.

        Not applicable.

Item 7. Financial Statements and Exhibits.

        (c) Exhibits.

        EXHIBIT
        NUMBER            EXHIBIT TITLE
----------------------------------------------------------------------------
         99.1       Marten  Transport,  Ltd.  press release  announcing
                    financial  results for the quarter and nine months ended
                    September 30, 2003

Item 8. Change in Fiscal Year.

        Not applicable.

Item 9. Regulation FD Disclosure.

        Not applicable.

<PAGE>


Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
         Provision of the Code of Ethics.

         Not applicable.

Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
         Plans.

         Not applicable.

Item 12. Results of Operations and Financial Condition.

     On Friday, October 17, 2003, Marten Transport, Ltd., a Delaware corporation
(the  "Company"),  issued a press release (the "Press  Release")  announcing its
financial  results for the quarter and nine months ended  September  30, 2003. A
copy of the Press Release is attached to this report as Exhibit 99.1.

     The  information  contained in this report and the exhibit hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  or  incorporated  by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

     The  information  in  this  report  and  the  exhibit  hereto  may  contain
"forward-looking   statements"   that  are  made  pursuant  to  the  safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be  protected.  Such  statements  are made based on the current  beliefs and
expectations  of the Company's  management and are subject to significant  risks
and  uncertainties.   Actual  results  may  differ  from  those  anticipated  by
forward-looking  statements.  Please  refer to the  Company's  prospectus  dated
August 14, 2003, and other filings with the Securities and Exchange  Commission,
for  information  concerning  risks,  uncertainties,  and other factors that may
affect future results.


<PAGE>

                                    SIGNATURE

     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.


                                   MARTEN TRANSPORT, LTD.


Date: October 17, 2003             By: /s/ Frank J. Foster
                                      ----------------------------------
                                      Frank J. Foster
                                      Vice President of Finance

<PAGE>


                                  EXHIBIT INDEX

 99.1       Marten Transport,  Ltd. press release announcing  financial results
            for the quarter and nine months ended September 30, 2003
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "MARTEN TRANSPORT, LTD. FORM 8-K OCTOBER 2003", "secsgml_size_bytes": 4674}]
{"company-data": {"conformed-name": "MARTEN TRANSPORT LTD", "cik": "0000799167", "assigned-sic": "4213", "irs-number": "391140809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15010", "film-number": "03945614"}, "business-address": {"street1": "129 MARTEN ST", "city": "MONDOVI", "state": "WI", "zip": "54755", "phone": "7159264216"}, "mail-address": {"street1": "3400 PLAZA VII", "street2": "45 SOUTH SEVENTH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 17, 2003

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

                             MARTEN TRANSPORT, LTD.
             (Exact name of registrant as specified in its charter)

        Delaware                        0-15010                 39-1140809
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
     of incorporation)                                      Identification No.)

         129 Marten Street, Mondovi, WI               54755
    (Address of principal executive offices)        (Zip Code)

               Registrant's telephone number, including area code:
                                 (715) 926-4216
Item 1. Changes in Control of Registrant.

        Not applicable.

Item 2. Acquisition or Disposition of Assets.

        Not applicable.

Item 3. Bankruptcy or Receivership.

        Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

        Not applicable.

Item 5. Other Events and Regulation FD Disclosure.

        Not applicable.

Item 6. Resignations of Registrant's Directors.

        Not applicable.

Item 7. Financial Statements and Exhibits.

        (c) Exhibits.

        EXHIBIT
        NUMBER            EXHIBIT TITLE
----------------------------------------------------------------------------
         99.1       Marten  Transport,  Ltd.  press release  announcing
                    financial  results for the quarter and nine months ended
                    September 30, 2003

Item 8. Change in Fiscal Year.

        Not applicable.

Item 9. Regulation FD Disclosure.

        Not applicable.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
         Provision of the Code of Ethics.

         Not applicable.

Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
         Plans.

         Not applicable.

Item 12. Results of Operations and Financial Condition.

     On Friday, October 17, 2003, Marten Transport, Ltd., a Delaware corporation
(the  "Company"),  issued a press release (the "Press  Release")  announcing its
financial  results for the quarter and nine months ended  September  30, 2003. A
copy of the Press Release is attached to this report as Exhibit 99.1.

     The  information  contained in this report and the exhibit hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  or  incorporated  by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

     The  information  in  this  report  and  the  exhibit  hereto  may  contain
"forward-looking   statements"   that  are  made  pursuant  to  the  safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995 and otherwise
may be  protected.  Such  statements  are made based on the current  beliefs and
expectations  of the Company's  management and are subject to significant  risks
and  uncertainties.   Actual  results  may  differ  from  those  anticipated  by
forward-looking  statements.  Please  refer to the  Company's  prospectus  dated
August 14, 2003, and other filings with the Securities and Exchange  Commission,
for  information  concerning  risks,  uncertainties,  and other factors that may
affect future results.
SIGNATURE

     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.

                                   MARTEN TRANSPORT, LTD.

Date: October 17, 2003             By: /s/ Frank J. Foster
                                      ----------------------------------
                                      Frank J. Foster
                                      Vice President of Finance
EXHIBIT INDEX

 99.1       Marten Transport,  Ltd. press release announcing  financial results
            for the quarter and nine months ended September 30, 2003