Exhibit 99

                                AMENDMENT NO. 2
                           SMITHWAY MOTOR XPRESS CORP.
                              INCENTIVE STOCK PLAN

     This  Amendment No. 2 to the Smithway  Motor Xpress Corp.  Incentive  Stock
Plan (the "Amendment"), is made pursuant to Section 6.4.b. of the Smithway Motor
Xpress Corp.  Incentive  Stock Plan (the  "Plan").  All terms in this  Amendment
shall have the meaning ascribed in the Plan, unless otherwise defined herein.

         Background. On March 1, 1995, all voting stockholders and all directors
of Smithway Motor Xpress Corp., a Nevada corporation (the "Company"), adopted an
Incentive  Stock Plan (the  "Plan").  On August 15,  1996,  the Company  adopted
Amendment No. 1 to the Plan. The Board of Directors desires to further amend the
Plan to increase the number of shares subject to the Plan.
         In accordance  with the foregoing,  Article I of the Plan is amended by
deleting the second sentence of Section 1.6 and replacing it with the following:

                  The  maximum  number of shares  of Common  Stock  which may be
                  issued for all  purposes  under the Plan shall be Five Hundred
                  Thousand (500,000).

         This Amendment was duly adopted and approved by the Company's  Board of
Directors on January 28, 1999 and by the Company's stockholders on May 7, 1999.

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