As filed with the Securities and Exchange Commission on June 10, 1999
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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



              NEVADA                                     42-1433844
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporationor organization)


      2031 Quail Drive Ave
      Route 5, P.O. Box 404                                 50501-2638
        Fort Dodge, Iowa                                    (Zip Code)
(Address of Principal Executive Offices)


                Smithway Motor Xpress Corp. Incentive Stock Plan
                            (Full title of the plan)


                                William G. Smith
                Chairman, President, and Chief Executive Officer
                           Smithway Motor Xpress Corp.
                             2031 Quail Drive Avenue
                              Route 5, P.O. Box 404
                           Fort Dodge, Iowa 50501-8511
                     (Name and address of agent for service)


                                 (515) 576-7418
          (Telephone number, including area code, of agent for service)



                                   Copies to:
                              Mark A. Scudder, Esq.
                           Heidi Hornung Scherr, Esq.
                             Scudder Law Firm, P.C.
                        411 South 13th Street, Suite 200
                             Lincoln, Nebraska 68508
                                 (402) 435-3223


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                   Proposed            Proposed maximum         Amount of
Title of securities to be registered         Amount to be       maximum offering       aggregate offering       registration
                                              registered       price per unit (1)           price (1)               fee
--------------------------------------- ------------------  ---------------------  ----------------------- ------------------
<S>                                     <C>                 <C>                    <C>                     <C>
Class A Common Stock,
($.01 par value) .............             275,000 shares           $9.8125               $2,698,438               $751
--------------------------------------- ------------------  ---------------------  ----------------------- ------------------

</TABLE>

(1)  Pursuant to Rule 457 (c) of the  Securities  Act of 1933,  as amended  (the
"Securities  Act") solely for purposes of calculating the registration  fee. The
price is based upon the  average of the high and low prices for  Smithway  Motor
Xpress  Corp.  Class A Common  Stock on June 4, 1999,  as reported on the Nasdaq
National Market.




                                Page 1 of 7 pages

<PAGE>

Pursuant  to General  Instruction  E of Form S-8  ("Registration  of  Additional
Securities"), the Registrant hereby makes the following statement:

     On August 15, 1996, the  Registrant  filed with the Securities and Exchange
Commission a Registration  Statement on Form S-8 (SEC file No.  333-10249)  (the
"Prior Registration  Statement")  relating to shares of the Registrant's Class A
Common Stock ($.01 par value) to be issued pursuant to the Smithway Motor Xpress
Corp.  Incentive  Stock  Plan  (the  "Incentive  Stock  Plan"),  and  the  Prior
Registration  Statement  is currently  effective.  This  Registration  Statement
relates  to  securities  (a) of the same  class as  those  to  which  the  Prior
Registration  Statement  relates and (b) to be issued  pursuant to the Incentive
Stock Plan. The contents of the Prior  Registration  Statement are  incorporated
herein by reference.

The following exhibits are filed as a part of this Registration Statement:


 Exhibit No.       Exhibit
5                  Opinion of Scudder Law Firm, P.C.
23.1               Consent of KPMG Peat Marwick LLP
23.2               Consent of Scudder Law Firm, P.C.
                         (contained in Exhibit 5 hereto)
24                 Power of Attorney (contained in the signature page
                                      to this Registration Statement)
99                 Amendment No. 2 to the Smithway Motor Xpress Corp.
                         Incentive Stock Plan



                                Page 2 of 7 pages

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S-8  and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fort Dodge, State of Iowa on June 8, 1999.

                           SMITHWAY MOTOR XPRESS CORP.


                            By: /s/ William G. Smith
                                William G. Smith,
                                Chairman of the Board, President, and
                                Chief Executive Officer



                                POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints William G. Smith,
Michael E. Oleson, G. Larry Owens, and each of them, as  attorneys-in-fact  with
full power of substitution,  to execute in their respective names,  individually
and in each  capacity  stated below,  any and all  amendments  (including  post-
effective amendments) to this Registration Statement as the attorney-in-fact and
to file any such amendment to the Registration  Statement,  exhibits thereto and
documents  required in connection  therewith  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact  and their substitutes,  full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection  therewith,  as fully as he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
their substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signatures                                    Title                 Date
/s/ William G. Smith         Chairman of the Board, President,
William G. Smith             and Chief Executive Officer; Director
                             (principal executive officer)          June 8, 1999

/s/ G. Larry Owens           Executive Vice President, Chief Operating
Larry Owens                  Officer and Chief Financial Officer;
                             Director (principal financial officer) June 8, 1999

/s/ Michael E. Oleson        Treasurer and Chief Accounting Officer;
Michael E. Oleson            (principal accounting officer)         June 8, 1999

/s/ Herbert D. Ihle          Director
Herbert D. Ihle                                                     June 8, 1999

/s/ Robert E. Rich           Director
Robert E. Rich                                                      June 8, 1999

/s/ Terry G.Christenberry    Director                               June 8, 1999
Terry G. Christenberry


                                Page 3 of 7 pages
<PAGE>

  Exhibit No.           Exhibit
5                  Opinion of Scudder Law Firm, P.C.
23.1               Consent of KPMG Peat Marwick LLP
23.2               Consent of Scudder Law Firm, P.C.
                         (contained in Exhibit 5 hereto)
24                 Power of Attorney (contained in the signature page
                                      to this Registration Statement)
99                 Amendment No. 2 to the Smithway Motor Xpress Corp.
                        Incentive Stock Plan



                                Page 4 of 7 pages
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8444}]
{"company-data": {"conformed-name": "SMITHWAY MOTOR XPRESS CORP", "cik": "0000941914", "assigned-sic": "4213", "irs-number": "421433844", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81855", "film-number": "99655505"}, "business-address": {"street1": "2031 QUAIL AVENUE", "city": "FORT DODGE", "state": "IA", "zip": "50501", "phone": "515 5767418"}, "mail-address": {"street1": "2031 QUAIL AVENUE", "city": "FORT DODGE", "state": "IA", "zip": "50501"}}
As filed with the Securities and Exchange Commission on June 10, 1999
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

              NEVADA                                     42-1433844
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporationor organization)

      2031 Quail Drive Ave
      Route 5, P.O. Box 404                                 50501-2638
        Fort Dodge, Iowa                                    (Zip Code)
(Address of Principal Executive Offices)

                Smithway Motor Xpress Corp. Incentive Stock Plan
                            (Full title of the plan)

                                William G. Smith
                Chairman, President, and Chief Executive Officer
                           Smithway Motor Xpress Corp.
                             2031 Quail Drive Avenue
                              Route 5, P.O. Box 404
                           Fort Dodge, Iowa 50501-8511
                     (Name and address of agent for service)

                                 (515) 576-7418
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Mark A. Scudder, Esq.
                           Heidi Hornung Scherr, Esq.
                             Scudder Law Firm, P.C.
                        411 South 13th Street, Suite 200
                             Lincoln, Nebraska 68508
                                 (402) 435-3223

                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed maximum         Amount of
Title of securities to be registered         Amount to be       maximum offering       aggregate offering       registration
                                              registered       price per unit (1)           price (1)               fee
--------------------------------------- ------------------  ---------------------  ----------------------- ------------------
Class A Common Stock,
($.01 par value) .............             275,000 shares           $9.8125               $2,698,438               $751
--------------------------------------- ------------------  ---------------------  ----------------------- ------------------
(1)  Pursuant to Rule 457 (c) of the  Securities  Act of 1933,  as amended  (the
"Securities  Act") solely for purposes of calculating the registration  fee. The
price is based upon the  average of the high and low prices for  Smithway  Motor
Xpress  Corp.  Class A Common  Stock on June 4, 1999,  as reported on the Nasdaq
National Market.

                                Page 1 of 7 pages
Pursuant  to General  Instruction  E of Form S-8  ("Registration  of  Additional
Securities"), the Registrant hereby makes the following statement:

     On August 15, 1996, the  Registrant  filed with the Securities and Exchange
Commission a Registration  Statement on Form S-8 (SEC file No.  333-10249)  (the
"Prior Registration  Statement")  relating to shares of the Registrant's Class A
Common Stock ($.01 par value) to be issued pursuant to the Smithway Motor Xpress
Corp.  Incentive  Stock  Plan  (the  "Incentive  Stock  Plan"),  and  the  Prior
Registration  Statement  is currently  effective.  This  Registration  Statement
relates  to  securities  (a) of the same  class as  those  to  which  the  Prior
Registration  Statement  relates and (b) to be issued  pursuant to the Incentive
Stock Plan. The contents of the Prior  Registration  Statement are  incorporated
herein by reference.

The following exhibits are filed as a part of this Registration Statement:

 Exhibit No.       Exhibit
5                  Opinion of Scudder Law Firm, P.C.
23.1               Consent of KPMG Peat Marwick LLP
23.2               Consent of Scudder Law Firm, P.C.
                         (contained in Exhibit 5 hereto)
24                 Power of Attorney (contained in the signature page
                                      to this Registration Statement)
99                 Amendment No. 2 to the Smithway Motor Xpress Corp.
                         Incentive Stock Plan

                                Page 2 of 7 pages
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form S-8  and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Fort Dodge, State of Iowa on June 8, 1999.

                           SMITHWAY MOTOR XPRESS CORP.

                            By: /s/ William G. Smith
                                William G. Smith,
                                Chairman of the Board, President, and
                                Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints William G. Smith,
Michael E. Oleson, G. Larry Owens, and each of them, as  attorneys-in-fact  with
full power of substitution,  to execute in their respective names,  individually
and in each  capacity  stated below,  any and all  amendments  (including  post-
effective amendments) to this Registration Statement as the attorney-in-fact and
to file any such amendment to the Registration  Statement,  exhibits thereto and
documents  required in connection  therewith  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact  and their substitutes,  full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection  therewith,  as fully as he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
their substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signatures                                    Title                 Date
/s/ William G. Smith         Chairman of the Board, President,
William G. Smith             and Chief Executive Officer; Director
                             (principal executive officer)          June 8, 1999

/s/ G. Larry Owens           Executive Vice President, Chief Operating
Larry Owens                  Officer and Chief Financial Officer;
                             Director (principal financial officer) June 8, 1999

/s/ Michael E. Oleson        Treasurer and Chief Accounting Officer;
Michael E. Oleson            (principal accounting officer)         June 8, 1999

/s/ Herbert D. Ihle          Director
Herbert D. Ihle                                                     June 8, 1999

/s/ Robert E. Rich           Director
Robert E. Rich                                                      June 8, 1999

/s/ Terry G.Christenberry    Director                               June 8, 1999
Terry G. Christenberry

                                Page 3 of 7 pages
Exhibit No.           Exhibit
5                  Opinion of Scudder Law Firm, P.C.
23.1               Consent of KPMG Peat Marwick LLP
23.2               Consent of Scudder Law Firm, P.C.
                         (contained in Exhibit 5 hereto)
24                 Power of Attorney (contained in the signature page
                                      to this Registration Statement)
99                 Amendment No. 2 to the Smithway Motor Xpress Corp.
                        Incentive Stock Plan

                                Page 4 of 7 pages