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.