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):
                                  July 28, 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

                  Not applicable.

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.

<PAGE>


Item 12.          Results of Operations and Financial Condition

     The  information  contained in this report 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.

     On July 25, 2003,  Marten  Transport,  Ltd. (the "Company")  issued a press
release (the "Press Release")  announcing its financial  results for the quarter
and six months  ended  June 30,  2003,  as well as the filing of a  registration
statement  and the  filing  of a proxy  statement  for a  special  stockholders'
meeting. A copy of the Press Release is attached as Exhibit 99.1 to the Form 8-K
filed by the Company on July 25, 2003 (SEC File No. 000-15010).

     On July 28, 2003,  the Company held a  teleconference  to discuss the Press
Release and other information  concerning the Company. After delivering prepared
remarks that were made available on the Company's  website prior to the start of
the teleconference  (the  "Teleconference  Script"),  the Company's Chairman and
President, Randolph L. Marten, and the Company's Executive Vice President, Chief
Financial Officer,  Treasurer,  and Assistant  Secretary,  Darrell D. Rubel (the
"Company  Representatives"),   accepted  questions.  The  following  information
supplements,   clarifies,  and  amends  the  answers  to  questions  during  the
teleconference. The questions are paraphrased for clarity and brevity.

     Q: What are the Company's  anticipated capital  expenditures for the second
half of 2003?

     A: The Company's estimated capital  expenditures,  net of proceeds received
from the disposition of capital assets,  are expected to be approximately  $16.0
million for the second half of 2003, or approximately $29.0 million for the full
year of 2003.

     Q: What are the Company's  expectations  concerning average freight revenue
per total mile?

     A: As disclosed in the Press Release, the Company's average freight revenue
per total mile increased $.01 for the three months ended June 30, 2003, compared
to the same period for 2002. The Company expects its average freight revenue per
total mile to hold fairly steady for the remainder of 2003 and to increase 2% to
3% during 2004.  During the first quarter of 2003, the Company  discontinued its
short haul  dedicated  and  regional  operations  in the  Northeast,  which were
primarily for two customers.  This had a negative impact of  approximately  $.01
per mile on the  Company's  average  freight  revenue per total mile for periods
after March 31, 2003.  Mr.  Marten's  reference to the cessation of business for
one  customer  affecting  average  revenue  per  total  mile by $.016 is  hereby
modified. The Company's expectations are based on modest economic growth and


<PAGE>


growth in  temperature-sensitive  tractor-trailer  capacity  that is not greater
than economic growth.

     Q: Concerning the Company's  near-term goal of achieving an operating ratio
of approximately 93% on an annualized basis, to what time periods does that goal
apply?

     A: The  Company's  goal  applies to the second half of 2003 and to the year
2004 on a full-year basis.

     The  information  in this  report and the  statements  made by the  Company
Representatives during the teleconference 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  Annual  Report on Form 10-K 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:  August 4, 2003                       By: /s/ Frank J. Foster
                                               ---------------------------------
                                                Frank J. Foster
                                                Vice President of Finance
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{"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": "03821222"}, "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):
                                  July 28, 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

                  Not applicable.

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

     The  information  contained in this report 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.

     On July 25, 2003,  Marten  Transport,  Ltd. (the "Company")  issued a press
release (the "Press Release")  announcing its financial  results for the quarter
and six months  ended  June 30,  2003,  as well as the filing of a  registration
statement  and the  filing  of a proxy  statement  for a  special  stockholders'
meeting. A copy of the Press Release is attached as Exhibit 99.1 to the Form 8-K
filed by the Company on July 25, 2003 (SEC File No. 000-15010).

     On July 28, 2003,  the Company held a  teleconference  to discuss the Press
Release and other information  concerning the Company. After delivering prepared
remarks that were made available on the Company's  website prior to the start of
the teleconference  (the  "Teleconference  Script"),  the Company's Chairman and
President, Randolph L. Marten, and the Company's Executive Vice President, Chief
Financial Officer,  Treasurer,  and Assistant  Secretary,  Darrell D. Rubel (the
"Company  Representatives"),   accepted  questions.  The  following  information
supplements,   clarifies,  and  amends  the  answers  to  questions  during  the
teleconference. The questions are paraphrased for clarity and brevity.

     Q: What are the Company's  anticipated capital  expenditures for the second
half of 2003?

     A: The Company's estimated capital  expenditures,  net of proceeds received
from the disposition of capital assets,  are expected to be approximately  $16.0
million for the second half of 2003, or approximately $29.0 million for the full
year of 2003.

     Q: What are the Company's  expectations  concerning average freight revenue
per total mile?

     A: As disclosed in the Press Release, the Company's average freight revenue
per total mile increased $.01 for the three months ended June 30, 2003, compared
to the same period for 2002. The Company expects its average freight revenue per
total mile to hold fairly steady for the remainder of 2003 and to increase 2% to
3% during 2004.  During the first quarter of 2003, the Company  discontinued its
short haul  dedicated  and  regional  operations  in the  Northeast,  which were
primarily for two customers.  This had a negative impact of  approximately  $.01
per mile on the  Company's  average  freight  revenue per total mile for periods
after March 31, 2003.  Mr.  Marten's  reference to the cessation of business for
one  customer  affecting  average  revenue  per  total  mile by $.016 is  hereby
modified. The Company's expectations are based on modest economic growth and
growth in  temperature-sensitive  tractor-trailer  capacity  that is not greater
than economic growth.

     Q: Concerning the Company's  near-term goal of achieving an operating ratio
of approximately 93% on an annualized basis, to what time periods does that goal
apply?

     A: The  Company's  goal  applies to the second half of 2003 and to the year
2004 on a full-year basis.

     The  information  in this  report and the  statements  made by the  Company
Representatives during the teleconference 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  Annual  Report on Form 10-K 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:  August 4, 2003                       By: /s/ Frank J. Foster
                                               ---------------------------------
                                                Frank J. Foster
                                                Vice President of Finance