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

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