AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY
5, 1997

                           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 NUMBER)
 INCORPORATION OR ORGANIZATION)
                      ------------------------------------
                                 RURAL ROUTE #5
                             FORT DODGE, IOWA 50501
                                  (515)576-7418
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)
                     ------------------------------------
            SMITHWAY MOTOR XPRESS, INC. 401(K) RETIREMENT SAVINGS AND
                                INVESTMENT PLAN
                              (Full title of plan)
                      ------------------------------------
                                WILLIAM G. SMITH
                CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                           SMITHWAY MOTOR XPRESS CORP.
                                 RURAL ROUTE #5
                             FORT DODGE, IOWA 50501
                                  (515)576-7418

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                      ------------------------------------
                                   Copies to:
                              HEIDI HORNUNG SCHERR, ESQ.
                             SCUDDER LAW FIRM, P.C.
                        411 SOUTH 13TH STREET, SUITE 200
                             LINCOLN, NEBRASKA 68508
                                 (402) 435-3223
                      ------------------------------------
         APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED  SALES PURSUANT TO THE
PLAN:  As soon as  practicable  after the  effective  date of this  registration
statement.
                      ------------------------------------
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                PROPOSED            PROPOSED MAXIMU        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      AMOUNT TO BE       MAXIMUM OFFERING       AGGREGATE OFFERING    REGISTRATION
                                          REGISTERED       PRICE PER SHARE (1)          PRICE (1)             FEE

--------------------------------------- ------------------  ---------------------  --------------------  ---------------------
<S>                                     <C>                <C>                    <C>                   <C>
Participation Interests................ Indeterminate              --                      --                   --
--------------------------------------- ------------------  ---------------------  --------------------  ---------------------
Class A Common Stock, $.01 par value... 1,000,000              $9.0625               $9,062,500              $2,747
=====================================   ==================  =====================  ======================= ==================

<FN>

(1)      Estimated  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 bid and
         asked price of Smithway  Motor  Xpress  Corp.  Class A Common  Stock on
         February 4, 1997, as reported on the Nasdaq National Market.

</FN>
</TABLE>

                                                               Page 1 of 5 pages

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the information  specified in Part I, Items 1
and 2, will be delivered to employees in  accordance  with Form S-8 and Rule 428
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Smithway  Motor  Xpress  Corp.  (the  "Company")  hereby   incorporates  by
reference in this  Registration  Statement  the following  documents  previously
filed with the Securities and Exchange Commission (the "Commission"):

                 a. The  Company's  latest  prospectus  filed  pursuant  to Rule
         424(b)  under  the  Securities  Act,  which  was part of the  Company's
         Registration  Statement on Form S-1 (No.  33-90356,  effective June 27,
         1996), containing audited financial statements for the Company's latest
         fiscal year (the "Registration Statement"); and

                 b.  The  description  of the  Company's  Class A  Common  Stock
         contained under the caption "Description of Registrant's  Securities to
         be  Registered"  in the  Company's  registration  statement on Form 8-A
         filed June 7, 1996,  which  incorporates  by reference the  information
         under the heading  "Description of Capital Stock" and "Shares  Eligible
         for Future  Sale" in the  Company's  prospectus  dated  June 27,  1996,
         included in the  Registration  Statement,  including  any  amendment or
         report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14, and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective  amendment to this
registration  statement which indicates that all securities  offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General  Corporation Law provides for the indemnification of
officers and directors (and others) under certain circumstances against expenses
incurred  in  successfully  defending  against  a claim  and  authorizes  Nevada
corporations   to  indemnify   their   officers  and  directors   under  certain
circumstances  against  expenses and liabilities  incurred in legal  proceedings
involving  such  persons  because  of their  being or having  been an officer or
director.

         Article VII of the Company's Articles of Incorporation and Article X of
the Company's Bylaws provide that the Company's  directors and officers shall be
indemnified  against liabilities they may incur while serving in such capacities
to the fullest extent allowed by the Nevada General Corporation Law. Under these
indemnification  provisions,  the Company is required to indemnify its directors
and officers

                                                               Page 2 of 5 pages

<PAGE>

against any reasonable expenses (including  attorneys' fees) incurred by them in
the  defense of any  action,  suit,  or  proceeding,  whether  civil,  criminal,
administrative, or investigative, to which they were made a party, or in defense
of any claim,  issue, or matter therein,  by reason of the fact that they are or
were a director  or officer of the Company or while a director or officer of the
Company are or were  serving at the  Company's  request as a director,  officer,
partner, trustee, employee, or agent of another corporation,  partnership, joint
venture,  trust,  employee  benefit  plan,  or  other  enterprise  unless  it is
ultimately  determined by a court of competent  jurisdiction that they failed to
act in a manner  they  believed  in good faith to be in, or not  opposed to, the
best interests of the Company, and with respect to any criminal proceeding,  had
reasonable  cause to believe their conduct was lawful.  The Company will advance
expenses  incurred by directors or officers in defending any such action,  suit,
or  proceeding  upon  receipt  of written  confirmation  from such  officers  or
directors that they have met certain  standards of conduct and an undertaking by
or on behalf of such  officers  or  directors  to repay such  advances  if it is
ultimately  determined  that they are not  entitled  to  indemnification  by the
Company.  The Company may, through  indemnification  agreements,  insurance,  or
otherwise, provide additional indemnification.

         Article VI of the Company's  Articles of Incorporation  eliminates,  to
the fullest extent permitted by law, the liability of directors and officers for
monetary or other damages for breach of fiduciary  duties to the Company and its
stockholders as a director or officer.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to officers,  directors, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NO.                                                  EXHIBIT
<S>                <C>

4.1                Articles of Incorporation  of Smithway Motor Xpress Corp.  (incorporated by
                   reference to Exhibit 3.1 to the Registration Statement on Form S-1, File
                   No. 33-90356 (the "Form S-1"))

4.2                Bylaws of Smithway Motor Xpress Corp. (incorporated by reference to Exhibit 3.2
                   to the Form S-1)

5*                 Opinion of Scudder Law Firm, P.C. as to the validity of the shares of Class A
                   Common Stock, par value $0.01 per share

23.1*              Consent of KPMG Peat Marwick LLP

23.2*              Consent of Denman & Company, L.L.P.

23.3               Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1 hereto)

24                 Power of Attorney (contained in the signature pages to this Registration Statement)

99.1               Smithway Motor Xpress, Inc. 401(k) Retirement Savings & Investment Plan,
                   adopted August 14, 1992, as amended and Adoption Agreement (incorporated by
                   reference to Exhibit 10.4 to the Form S-1)

99.2*              Amendment Number Four to the Smithway Motor Xpress, Inc. 401(k) Retirement
                   Savings & Investment Plan, adopted December 31, 1996

                  *  FILED HEREWITH

</TABLE>

                                                               Page 3 of 5 pages

<PAGE>

ITEM 9.  UNDERTAKINGS

     a. RULE 415 OFFERING. The undersigned registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post- effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

                  PROVIDED,  HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3 or Form
                  S-8,  and  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or 15(d) of the  Exchange  Act  that  are  incorporated  by
                  reference in the registration statement.

     2. That, for the purpose of determining  any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     b. FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The
undersigned  registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     c. REQUEST FOR  ACCELERATION  OF EFFECTIVE  DATE OR FILING OF  REGISTRATION
STATEMENT ON FORM S-8. Insofar as  indemnification  for liabilities arises under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                                               Page 4 of 5 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, thereunder
duly authorized, in the City of Fort Dodge, State of Iowa on February 5, 1997.

                                        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.
<TABLE>
<CAPTION>
SIGNATURES                      TITLE                                    DATE
<S>                             <C>                                      <C>
/s/ WILLIAM G. SMITH            Chairman of the Board, President         February 5, 1997
--------------------            Chief Executive Officer
William G. Smith

/s/ G. LARRY OWENS              Executive Vice President and             February 5, 1997
------------------              Chief Financial Officer; Director
G. Larry Owens

/s/ MICHAEL E. OLESON           Treasurer and Chief Accounting           February 5, 1997
---------------------           Officer
Michael E. Oleson

/s/ HERBERT D. IHLE             Director                                 February 5, 1997
-------------------
Herbert D. Ihle

/s/ ROBERT E. RICH              Director                                 February 5, 1997
------------------
Robert E. Rich

/s/ TERRY G. CHRISTENBERRY      Director                                 February 5, 1997
--------------------------
Terry G. Christenberry

</TABLE>

                                                               Page 5 of 5 pages

<PAGE>
<TABLE>

                                    EXHIBITS

<CAPTION>
EXHIBIT NO.        EXHIBIT
<S>                <C>

4.1                Articles of Incorporation of Smithway Motor Xpress Corp. (incorporated by
                   reference to Exhibit 3.1 to the Registration Statement on Form S-1, File
                   No. 33-90356 (the "Form S-1"))

4.2                Bylaws of Smithway Motor Xpress Corp. (incorporated by reference to Exhibit 3.2
                   to the Form S-1)

5*                 Opinion of Scudder Law Firm, P.C. as to the validity of the shares of Class A
                   Common Stock, par value $0.01 per share

23.1*              Consent of KPMG Peat Marwick LLP

23.2*              Consent of Denman & Company, L.L.P.

23.3               Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1 hereto)

24                 Power of Attorney (contained in the signature pages to this Registration Statement)

99.1               Smithway Motor Express, Inc. 401(k) Retirement Savings & Investment Plan,
                   adopted August 14, 1992, as amended and Adoption Agreement (incorporated by
                   reference to Exhibit 10.4 to the Form S-1)

99.2*              Amendment Number Four to the Smithway Motor Xpress, Inc. 401(k) Retirement
                   Savings & Investment Plan, adopted December 31, 1996

                  * FILED HEREWITH

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20028}]
{"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": "333-21253", "film-number": "97519382"}, "business-address": {"street1": "RURAL ROUTE 5", "street2": "BOX 404", "city": "FORT DODGE", "state": "IA", "zip": "50501", "phone": "5155767418"}, "mail-address": {"street1": "ROUTE 5", "street2": "BOX 404", "city": "FORT DODGE", "state": "IA", "zip": "50501"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY
5, 1997

                           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 NUMBER)
 INCORPORATION OR ORGANIZATION)
                      ------------------------------------
                                 RURAL ROUTE #5
                             FORT DODGE, IOWA 50501
                                  (515)576-7418
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)
                     ------------------------------------
            SMITHWAY MOTOR XPRESS, INC. 401(K) RETIREMENT SAVINGS AND
                                INVESTMENT PLAN
                              (Full title of plan)
                      ------------------------------------
                                WILLIAM G. SMITH
                CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                           SMITHWAY MOTOR XPRESS CORP.
                                 RURAL ROUTE #5
                             FORT DODGE, IOWA 50501
                                  (515)576-7418

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                      ------------------------------------
                                   Copies to:
                              HEIDI HORNUNG SCHERR, ESQ.
                             SCUDDER LAW FIRM, P.C.
                        411 SOUTH 13TH STREET, SUITE 200
                             LINCOLN, NEBRASKA 68508
                                 (402) 435-3223
                      ------------------------------------
         APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED  SALES PURSUANT TO THE
PLAN:  As soon as  practicable  after the  effective  date of this  registration
statement.
                      ------------------------------------

                      CALCULATION OF REGISTRATION FEE
PROPOSED            PROPOSED MAXIMU        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      AMOUNT TO BE       MAXIMUM OFFERING       AGGREGATE OFFERING    REGISTRATION
                                          REGISTERED       PRICE PER SHARE (1)          PRICE (1)             FEE

--------------------------------------- ------------------  ---------------------  --------------------  ---------------------
Participation Interests................ Indeterminate              --                      --                   --
--------------------------------------- ------------------  ---------------------  --------------------  ---------------------
Class A Common Stock, $.01 par value... 1,000,000              $9.0625               $9,062,500              $2,747
=====================================   ==================  =====================  ======================= ==================
(1)      Estimated  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 bid and
         asked price of Smithway  Motor  Xpress  Corp.  Class A Common  Stock on
         February 4, 1997, as reported on the Nasdaq National Market.
Page 1 of 5 pages
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the information  specified in Part I, Items 1
and 2, will be delivered to employees in  accordance  with Form S-8 and Rule 428
under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     Smithway  Motor  Xpress  Corp.  (the  "Company")  hereby   incorporates  by
reference in this  Registration  Statement  the following  documents  previously
filed with the Securities and Exchange Commission (the "Commission"):

                 a. The  Company's  latest  prospectus  filed  pursuant  to Rule
         424(b)  under  the  Securities  Act,  which  was part of the  Company's
         Registration  Statement on Form S-1 (No.  33-90356,  effective June 27,
         1996), containing audited financial statements for the Company's latest
         fiscal year (the "Registration Statement"); and

                 b.  The  description  of the  Company's  Class A  Common  Stock
         contained under the caption "Description of Registrant's  Securities to
         be  Registered"  in the  Company's  registration  statement on Form 8-A
         filed June 7, 1996,  which  incorporates  by reference the  information
         under the heading  "Description of Capital Stock" and "Shares  Eligible
         for Future  Sale" in the  Company's  prospectus  dated  June 27,  1996,
         included in the  Registration  Statement,  including  any  amendment or
         report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14, and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective  amendment to this
registration  statement which indicates that all securities  offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General  Corporation Law provides for the indemnification of
officers and directors (and others) under certain circumstances against expenses
incurred  in  successfully  defending  against  a claim  and  authorizes  Nevada
corporations   to  indemnify   their   officers  and  directors   under  certain
circumstances  against  expenses and liabilities  incurred in legal  proceedings
involving  such  persons  because  of their  being or having  been an officer or
director.

         Article VII of the Company's Articles of Incorporation and Article X of
the Company's Bylaws provide that the Company's  directors and officers shall be
indemnified  against liabilities they may incur while serving in such capacities
to the fullest extent allowed by the Nevada General Corporation Law. Under these
indemnification  provisions,  the Company is required to indemnify its directors
and officers

                                                               Page 2 of 5 pages
against any reasonable expenses (including  attorneys' fees) incurred by them in
the  defense of any  action,  suit,  or  proceeding,  whether  civil,  criminal,
administrative, or investigative, to which they were made a party, or in defense
of any claim,  issue, or matter therein,  by reason of the fact that they are or
were a director  or officer of the Company or while a director or officer of the
Company are or were  serving at the  Company's  request as a director,  officer,
partner, trustee, employee, or agent of another corporation,  partnership, joint
venture,  trust,  employee  benefit  plan,  or  other  enterprise  unless  it is
ultimately  determined by a court of competent  jurisdiction that they failed to
act in a manner  they  believed  in good faith to be in, or not  opposed to, the
best interests of the Company, and with respect to any criminal proceeding,  had
reasonable  cause to believe their conduct was lawful.  The Company will advance
expenses  incurred by directors or officers in defending any such action,  suit,
or  proceeding  upon  receipt  of written  confirmation  from such  officers  or
directors that they have met certain  standards of conduct and an undertaking by
or on behalf of such  officers  or  directors  to repay such  advances  if it is
ultimately  determined  that they are not  entitled  to  indemnification  by the
Company.  The Company may, through  indemnification  agreements,  insurance,  or
otherwise, provide additional indemnification.

         Article VI of the Company's  Articles of Incorporation  eliminates,  to
the fullest extent permitted by law, the liability of directors and officers for
monetary or other damages for breach of fiduciary  duties to the Company and its
stockholders as a director or officer.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to officers,  directors, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
EXHIBIT NO.                                                  EXHIBIT
4.1                Articles of Incorporation  of Smithway Motor Xpress Corp.  (incorporated by
                   reference to Exhibit 3.1 to the Registration Statement on Form S-1, File
                   No. 33-90356 (the "Form S-1"))

4.2                Bylaws of Smithway Motor Xpress Corp. (incorporated by reference to Exhibit 3.2
                   to the Form S-1)

5*                 Opinion of Scudder Law Firm, P.C. as to the validity of the shares of Class A
                   Common Stock, par value $0.01 per share

23.1*              Consent of KPMG Peat Marwick LLP

23.2*              Consent of Denman & Company, L.L.P.

23.3               Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1 hereto)

24                 Power of Attorney (contained in the signature pages to this Registration Statement)

99.1               Smithway Motor Xpress, Inc. 401(k) Retirement Savings & Investment Plan,
                   adopted August 14, 1992, as amended and Adoption Agreement (incorporated by
                   reference to Exhibit 10.4 to the Form S-1)

99.2*              Amendment Number Four to the Smithway Motor Xpress, Inc. 401(k) Retirement
                   Savings & Investment Plan, adopted December 31, 1996

                  *  FILED HEREWITH
Page 3 of 5 pages
ITEM 9.  UNDERTAKINGS

     a. RULE 415 OFFERING. The undersigned registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post- effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

                  PROVIDED,  HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if the registration statement is on Form S-3 or Form
                  S-8,  and  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or 15(d) of the  Exchange  Act  that  are  incorporated  by
                  reference in the registration statement.

     2. That, for the purpose of determining  any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     b. FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The
undersigned  registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     c. REQUEST FOR  ACCELERATION  OF EFFECTIVE  DATE OR FILING OF  REGISTRATION
STATEMENT ON FORM S-8. Insofar as  indemnification  for liabilities arises under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                                               Page 4 of 5 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, thereunder
duly authorized, in the City of Fort Dodge, State of Iowa on February 5, 1997.

                                        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         February 5, 1997
--------------------            Chief Executive Officer
William G. Smith

/s/ G. LARRY OWENS              Executive Vice President and             February 5, 1997
------------------              Chief Financial Officer; Director
G. Larry Owens

/s/ MICHAEL E. OLESON           Treasurer and Chief Accounting           February 5, 1997
---------------------           Officer
Michael E. Oleson

/s/ HERBERT D. IHLE             Director                                 February 5, 1997
-------------------
Herbert D. Ihle

/s/ ROBERT E. RICH              Director                                 February 5, 1997
------------------
Robert E. Rich

/s/ TERRY G. CHRISTENBERRY      Director                                 February 5, 1997
--------------------------
Terry G. Christenberry
Page 5 of 5 pages
EXHIBITS
EXHIBIT NO.        EXHIBIT
4.1                Articles of Incorporation of Smithway Motor Xpress Corp. (incorporated by
                   reference to Exhibit 3.1 to the Registration Statement on Form S-1, File
                   No. 33-90356 (the "Form S-1"))

4.2                Bylaws of Smithway Motor Xpress Corp. (incorporated by reference to Exhibit 3.2
                   to the Form S-1)

5*                 Opinion of Scudder Law Firm, P.C. as to the validity of the shares of Class A
                   Common Stock, par value $0.01 per share

23.1*              Consent of KPMG Peat Marwick LLP

23.2*              Consent of Denman & Company, L.L.P.

23.3               Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1 hereto)

24                 Power of Attorney (contained in the signature pages to this Registration Statement)

99.1               Smithway Motor Express, Inc. 401(k) Retirement Savings & Investment Plan,
                   adopted August 14, 1992, as amended and Adoption Agreement (incorporated by
                   reference to Exhibit 10.4 to the Form S-1)

99.2*              Amendment Number Four to the Smithway Motor Xpress, Inc. 401(k) Retirement
                   Savings & Investment Plan, adopted December 31, 1996

                  * FILED HEREWITH