UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the Appropriate Box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section. 240.14a-12

SMITHWAY MOTOR XPRESS CORP.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction
computed--pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
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[ ] Fee paid previously by written preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid: N/A
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(4) Date Filed: N/A

SMITHWAY MOTOR XPRESS CORP.
2031 QUAIL AVENUE
FORT DODGE, IOWA 50501

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 2006

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To our Stockholders:

The 2006 annual meeting of stockholders of Smithway Motor Xpress Corp.,
a Nevada corporation, will be held at our headquarters located at 2031 Quail
Avenue, Fort Dodge, Iowa 50501, at 10:00 a.m. Central Time, on Friday, May 12,
2006, for the following purposes:

1. to consider and act upon a proposal to elect five directors;

2. to consider and act upon a proposal to ratify the selection of KPMG
LLP as our primary independent registered public accounting firm for
our fiscal year ending December 31, 2006; and

3. to consider and act upon such other matters as may properly come
before the annual meeting and any adjournment thereof.

The foregoing matters are more fully described in the accompanying proxy
statement.

The board of directors has fixed the close of business on March 14,
2006, as the record date for the determination of stockholders entitled to
receive notice of and to vote at the annual meeting or any adjournment thereof.
Shares of Class A and Class B Common Stock may be voted at the annual meeting
only if the holder is present at the annual meeting in person or represented by
valid proxy. YOUR VOTE IS IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL
MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN, AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE. Returning your proxy now will not interfere with
your right to attend the annual meeting or to vote your shares personally at the
annual meeting, if you wish to do so. The prompt return of your proxy may save
us additional expenses of solicitation.

All stockholders are cordially invited to attend the annual meeting.

By Order of the Board of Directors,

/s/ G. Larry Owens
G. Larry Owens
Chairman of the Board,
Chief Executive Officer,
President, and Secretary

Fort Dodge, Iowa
April 14, 2006

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SMITHWAY MOTOR XPRESS CORP.
2031 QUAIL AVENUE
FORT DODGE, IOWA 50501

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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 2006

----------------------------------------------------

This proxy statement is furnished in connection with the solicitation of
proxies by the board of directors of Smithway Motor Xpress Corp., a Nevada
corporation, to be used at the 2006 annual meeting of stockholders, which will
be held at our headquarters located at 2031 Quail Avenue, Fort Dodge, Iowa 50501
on Friday, May 12, 2006, at 10:00 a.m. Central Time, and any adjournment
thereof. All costs of the solicitation will be borne by us. The approximate date
on which this proxy statement and the enclosed form of proxy are first being
mailed to stockholders is April 14, 2006.

GENERAL MATTERS

RECORD DATE, OUTSTANDING SHARES AND QUORUM

Only stockholders of record at the close of business on March 14, 2006,
are entitled to vote, either in person or by valid proxy, at the annual meeting.
Holders of Class A Common Stock are entitled to one vote for each share held.
Holders of Class B Common Stock are entitled to two votes for each share held.
On March 14, 2006, there were issued and outstanding 3,971,624 shares of our
Class A Common Stock, entitled to cast an aggregate of 3,971,624 votes on all
matters subject to a vote at the annual meeting, and 1,000,000 shares of our
Class B Common Stock, entitled to cast an aggregate 2,000,000 votes on all
matters subject to a vote at the annual meeting. Together, we have a total of
4,971,624 shares of common stock outstanding, entitled to cast an aggregate of
5,971,624 votes on all matters subject to a vote at the annual meeting.
Stockholders are not entitled to cumulative voting in the election of directors.
The holders of a majority of the shares outstanding on the record date, present
in person or represented by proxy, will constitute a quorum for the transaction
of business at the annual meeting.

VOTING OF PROXIES

All proxies that are properly executed and received by us prior to the
annual meeting will be voted in accordance with the choices indicated. Any
stockholder may be represented and may vote at the annual meeting by a proxy or
proxies appointed by an instrument in writing. Any stockholder giving a proxy
may revoke it at any time prior to its use at the annual meeting by filing with
our corporate secretary a revocation of the proxy, by delivering to us a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person. If no instructions are indicated, properly executed proxies will be
voted "FOR" the nominees for director listed below and "FOR" the ratification of
the appointment of our primary independent registered public accounting firm. As
of the date of this proxy statement, we do not know of any matters, other than
those described in this proxy statement, that are to come before the annual
meeting. If any other matters are properly presented at the annual meeting for
action, the persons named in the enclosed form of proxy and acting thereunder
will have, to the extent permitted by law, the discretion to vote on such
matters in accordance with their best judgment.

EFFECT OF ABSTENTIONS AND "BROKER NON-VOTES"

If stockholders indicate on their proxy card that they wish to abstain
from voting, including brokers holding their customers' shares of record who
cause abstentions to be recorded, these shares are considered present and
entitled to vote at the annual meeting. These shares will count toward
determining whether or not a quorum is present. However, these shares will not
be considered cast with respect to the proposal for which they abstain from
voting and will not be taken into account in determining the outcome of any of
the proposals.

If a stockholder does not give the broker holding the stockholder's
shares instructions as to how to vote the shares, the broker has authority under
New York Stock Exchange rules to vote those shares for or against "routine"
matters, such as the election of directors and the ratification of KPMG LLP as
our primary independent registered

public accounting firm. Brokers cannot vote on their customers' behalf on
"non-routine" proposals such as the approval of an equity compensation plan.
These rules apply to us notwithstanding the fact that shares of our common stock
are traded on The Nasdaq Capital Market. If a broker votes shares that are
unvoted by its customers for or against a "routine" proposal, these shares are
counted for the purpose of establishing a quorum and also will be counted for
the purpose of determining the outcome of "routine" proposals for which they are
cast. If a broker chooses to leave these shares unvoted, even on "routine"
matters, they will be counted for the purpose of establishing a quorum, but not
for determining the outcome of any of the proposals. Shares voted by a broker on
behalf of a stockholder will not be considered cast with respect to any
"non-routine" proposals and will not be taken into account in determining the
outcome of any of "non-routine" proposals.

REQUIRED VOTE

Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the stockholders requires the
affirmative vote of a majority of the votes cast at the annual meeting.

STOCKHOLDER PROPOSALS

We must receive stockholder proposals intended to be presented at the
annual meeting of stockholders in the year 2007 that are requested to be
included in the proxy statement for that meeting at our principal executive
office no later than December 15, 2006. We must receive any other stockholder
proposals intended to be presented at the annual meeting of stockholders in the
year 2007 at our principal executive office no later than February 1, 2007. The
inclusion of any stockholder proposals in these proxy materials will be subject
to the requirements of the proxy rules adopted under the Securities Exchange Act
of 1934, including Rule 14a-8. Written copies of all stockholder proposals
should be sent to our principal executive offices at Smithway Motor Xpress
Corp., c/o Corporate Secretary, 2031 Quail Avenue, Fort Dodge, Iowa 50501.

ADJOURNMENT OF MEETING

If a quorum is not present to transact business at the annual meeting or
if we do not receive sufficient votes in favor of the proposals by the date of
the annual meeting, the persons named as proxies may propose one or more
adjournments of the annual meeting to permit solicitation of proxies. Any
adjournment would require the affirmative vote of a majority of the shares
present in person or represented by proxy at the annual meeting.

EXPENSES OF SOLICITING PROXIES

We will pay the cost of soliciting proxies in the accompanying form. In
addition to solicitation by the use of mails, certain directors, officers and
regular employees may solicit proxies by telephone, telegram or personal
interview, and may request brokerage firms and custodians, nominees and other
record holders to forward soliciting materials to the beneficial owners of our
stock and will reimburse them for their reasonable out-of-pocket expenses in
forwarding these materials.

PROPOSAL 1
ELECTION OF DIRECTORS

At the annual meeting, the stockholders will elect five directors to
serve as our board of directors. Each of the elected directors will serve until
the 2007 annual meeting of stockholders or until his or her successor is duly
elected or until his or her earlier death or resignation or removal in
accordance with our bylaws.

Upon the unanimous recommendation of our independent directors, our
board of directors has nominated Terry G. Christenberry, Labh S. Hira, Herbert
D. Ihle, G. Larry Owens and Marlys L. Smith for election as directors.

In the absence of contrary instructions, each proxy will be voted for
the election of each of the above named nominees to constitute our entire board
of directors. Marlys L. Smith and G. Larry Owens, who together are entitled to
cast more than 50% of the votes entitled to be cast at the annual meeting, have
indicated that they will vote for the election of each of the nominees, and
assuming that they do, the nominees will be elected.

Each of the nominees has consented to serve a one-year term. If any of
them should become unavailable to serve as a director, the board of directors
may designate a substitute nominee. In that case, the person or persons
appointed as proxies will vote for the substitute nominee designated by the
board of directors.

INFORMATION CONCERNING CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

Information concerning the names, ages, positions with us, tenure as a
director and business experience of our continuing directors and other executive
officers is set forth below. All references to experience with us include
positions with our operating subsidiary, Smithway Motor Xpress, Inc., an Iowa
corporation.

NAME AGE POSITION DIRECTOR SINCE
- ----------------------- --- ---------------------------------------------- --------------

G. Larry Owens 68 Chairman of the Board, Chief Executive 1996
Officer, President, Secretary and Director
Terry G. Christenberry 59 Director 1996
Labh S. Hira 57 Director 2004
Herbert D. Ihle 66 Director 1996
Marlys L. Smith 66 Director 2004
Thomas J. Witt 45 Senior Vice President of Sales and Operations --
Douglas C. Sandvig 41 Senior Vice President, Chief Financial --
Officer and Treasurer
Chad A. Johnson 40 Vice President of Vehicle Operations --

G. LARRY OWENS was appointed as Chief Executive Officer, President and
Secretary on March 5, 2004, and Chairman of the Board on April 2, 2004. Mr.
Owens had served prior to that time as Executive Vice President and Chief
Financial Officer from January 1993 and Chief Administrative Officer from August
2001. Mr. Owens also served as Chief Operating Officer from May 1998 to August
2001. Prior to joining us, Mr. Owens spent twenty-five years in the banking
industry, most recently from 1982 through 1992 as President of Boatmen's
Bancshares' regional banks in Spencer and Fort Dodge, Iowa.

TERRY G. CHRISTENBERRY has been the President and a director of
Christenberry, Collet & Company, Inc., an investment banking firm located in
Kansas City, Missouri, since its incorporation in June 1994. From September 1986
to June 1994, Mr. Christenberry was Executive Vice President and a director of
H.B. Oppenheimer & Company, Inc., also an investment banking firm located in
Kansas City, Missouri.

LABH S. HIRA has served as the dean of the College of Business at Iowa
State University since July 2001. Prior to serving as dean, Dr. Hira served the
College of Business at Iowa State University as Senior Associate Dean from 2000
through July 2001 and as Associate Dean from 1996 through 2000. Dr. Hira joined
the Iowa State faculty in 1982. Dr. Hira specializes in the taxation of
retirement and insurance products with financial accounting being his teaching
focus. Dr. Hira has a Ph.D. in Agricultural Economics from the University of
Missouri - Columbia.

HERBERT D. IHLE has been President and owner of Diversified Financial
Services, a Naples, Florida, management and financial services consulting firm,
since 1989. From 1990 to 1992, Mr. Ihle served as Senior Vice President -
Finance and Controller for Northwest Airlines, and from 1963 to 1989 served in
various positions,

including Executive Vice President - Finance, for Pillsbury Co. Mr. Ihle also
served as past Chairman of the Board of Regents of Waldorf College in Forest
City, Iowa, and is a past director of Lutheran Brotherhood Insurance Company.

MARLYS L. SMITH served in various non-executive capacities for us
between March 1990 and March 1995, and has been one of our controlling
stockholders since 1995.

THOMAS J. WITT served as Vice President of Sales and Marketing upon
joining us in November 2001 and was appointed to serve as Senior Vice President
of Sales and Operations in February 2003. Prior to joining us, Mr. Witt worked
as an Account Manager in sales for i2 Technologies, a software company serving
motor carriers and third party logistics companies, from November 2000 through
November 2001. From 1998 through November 2000, Mr. Witt served as Vice
President-Sales for Roehl Transport, Inc., a truckload carrier.

DOUGLAS C. SANDVIG was appointed Chief Financial Officer on March 5,
2004, and has held the title of Senior Vice President since February 2003 and
Treasurer since October 2003. Mr. Sandvig served as Controller from July 1997 to
March 2004 and Chief Accounting Officer from May 2000 to March 2004. Mr. Sandvig
also served as Vice President from September 2002 to February 2003. Prior to
joining us, Mr. Sandvig worked as a certified public accountant with a regional
public accounting firm from 1990 to 1997.

CHAD A. JOHNSON has served as Vice President of Vehicle Operations since
joining us in August 2003. Prior to joining us, Mr. Johnson was employed by Ruan
Transportation Management Systems, a transportation management company. Mr.
Johnson was employed by Ruan for approximately 19 years during which time he
worked in many different capacities, including, most recently, from January 2001
until August 2003, as Vice President - Vehicle Maintenance, from July 2000
through December 2000 as Director of Operations - Vehicle Services, from June
1999 through June 2000 as Director of Vehicle Maintenance, and from January 1997
through May 1999 as Corporate Operations Manager.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS. During 2005, our board of directors
met on five occasions and did not act by written consent in lieu of a meeting.
Each of the directors attended 75% or more of the meetings of the board of
directors and the meetings held by all of the committees of the board on which
the director served.

DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS. We encourage the
members of our board to attend our annual meetings of stockholders. All of our
then-current directors attended the 2005 annual meeting of stockholders.

DIRECTOR COMPENSATION. For the year commencing with our 2005 annual
meeting of stockholders, directors who were not employed by us received a
$10,000 annual retainer, $1,000 for each meeting of the board of directors
attended by the director in person and $500 if attended telephonically, and $500
per committee meeting attended by the director (whether in person or
telephonically). In addition to the compensation received by non-employee
directors generally, the chairman of our audit committee received a $5,000
annual retainer and the chairman of our compensation committee received a $1,500
annual retainer, each paid in advance at the annual meeting. Directors are also
reimbursed for their expenses incurred in attending the meetings. For the year
commencing with our 2006 annual meeting of stockholders, we anticipate no
changes to director compensation. In 2005, non-employee directors who were
elected at the annual meeting received an option to purchase 3,000 shares of our
Class A Common Stock at the closing market price on the date of the annual
meeting. In 2006, we anticipate that non-employee directors who are elected at
the annual meeting will receive an option to purchase 3,000 shares of our Class
A Common Stock at the closing market price on the date of the annual meeting.
The options granted to non-employee directors vest on the one-year anniversary
of the date of grant and expire on the six-year anniversary of the date of
grant.

DIRECTOR INDEPENDENCE. Our Class A Common Stock is listed on the Nasdaq
Capital Market, and therefore it is subject to the listing standards, including
standards relating to corporate governance, embodied in applicable rules
promulgated by the National Association of Securities Dealers, Inc. ("NASD").
The board of directors has

has determined that Terry G. Christenberry, Labh S. Hira and Herbert D. Ihle are
"independent" under NASD Rule 4200(a)(15). In accordance with NASD Rule
4350(c)(2), our independent directors hold regularly scheduled meetings,
referred to as "executive sessions," at which only the independent directors are
present. During 2005, the independent directors met in executive session on four
occasions.

STOCKHOLDER COMMUNICATIONS. Our board of directors provides a process
for stockholders to send written communications to the entire board or
individual directors. If you wish to send a communication to the entire board of
directors, your communication should be sent via certified mail, return receipt
requested, and addressed as follows: The Board of Directors, Smithway Motor
Xpress Corp., c/o Chief Executive Officer, 2031 Quail Avenue, Fort Dodge, Iowa
50501. Written communications addressed in this manner will be copied and
distributed to each director at or prior to the next board meeting. If you wish
to communicate with an individual director, your communication should be sent
via certified mail, return receipt requested, and addressed as follows: Name -
Director, Smithway Motor Xpress Corp., c/o Chief Executive Officer, 2031 Quail
Avenue, Fort Dodge, Iowa 50501. Written communications received in this manner
will not be opened, but rather delivered unopened to the director to whom they
are addressed at or prior to the next board meeting. Any communication addressed
to an individual director may be disclosed by that director, in his or her sole
discretion, to other members of the board or management, if that director
believes disclosure is appropriate under the circumstances.

COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors has standing audit and compensation committees.
Messrs. Christenberry, Hira and Ihle are the current members of both the audit
and compensation committees.

THE AUDIT COMMITTEE

PURPOSE, FUNCTIONS, COMPOSITION, AND MEETINGS OF THE AUDIT COMMITTEE.
The audit committee is responsible for the appointment, compensation, retention
and oversight of the work of any independent registered public accounting firm
engaged by us for the purpose of preparing or issuing an audit report or
performing other audit or similar services for us. The audit committee meets
with our primary independent registered public accounting firm to discuss our
financial statements and matters relating to their independence, as well as to
ensure that the scope of their activities has not been restricted and that
adequate responses to their recommendations and inquiries have been received.
The audit committee also periodically meets with management to discuss our
financial statements and the adequacy of our internal financial controls. In
addition, the audit committee reviews and approves our transactions with related
parties in the absence of the appointment of a special committee for that
purpose.

The audit committee currently is comprised of Messrs. Christenberry,
Hira and Ihle. Mr. Christenberry serves as the chairman of the audit committee.
Each member of the audit committee satisfies the independence and audit
committee membership criteria set forth in NASD Rule 4350(d)(2). Specifically,
each member of the audit committee:

o is independent under NASD Rule 4200(a)(15);

o meets the criteria for independence set forth in Rule 10A-3(b)(1)
under the Securities Exchange Act of 1934, as amended;

o did not participate in the preparation of our financial statements
or the financial statements of any of our current subsidiaries at
any time during the past three years; and

o is able to read and understand fundamental financial statements,
including our balance sheets, statements of operations, statements
of stockholders' equity and statements of cash flows.

The audit committee met five times during 2005. Each member of the audit
committee attended at least 75% of the audit committee meetings held during
2005.

AUDIT COMMITTEE FINANCIAL EXPERT. The board of directors has determined
that Herbert D. Ihle is an "audit committee financial expert," as defined under
Item 401(h) of Regulation S-K promulgated by the Securities and Exchange
Commission ("SEC"), based upon education and work experience.

AUDIT COMMITTEE CHARTER. Since 1997, the audit committee has operated
pursuant to a written charter detailing its powers and duties. The current
version of the charter, adopted in February 2004, was included as an appendix to
the proxy statement for our 2004 annual meeting of stockholders.

AUDIT COMMITTEE REPORT FOR 2005

The primary purpose of the audit committee is to assist the board of
directors in fulfilling its oversight responsibilities relating to the quality
and integrity of our company's financial reports and financial reporting
processes and systems of internal controls. Our management has primary
responsibility for our financial statements and the overall reporting process,
including maintenance of our system of internal controls. We retain a primary
independent registered public accounting firm that is responsible for conducting
an independent audit of our financial statements, in accordance with generally
accepted auditing standards, and issuing a report thereon. In performing its
duties, the audit committee has discussed our financial statements with
management and our primary independent registered public accounting firm and, in
issuing this report, has relied upon the responses and information provided to
the audit committee by management and the primary independent registered public
accounting firm.

For the fiscal year ended December 31, 2005, the audit committee has
reviewed and discussed with management and KPMG LLP, our company's primary
independent registered public accounting firm, (a) the audited financial
statements, (b) management's assessment of the effectiveness of our company's
internal control over financial reporting and (c) our company's independent
registered public accounting firm's evaluation of our company's internal control
over financial reporting. Specifically, the audit committee has also discussed
with the primary independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61 (Codification
of Statements on Auditing Standards, AU Section 380), which include, among other
things:

o methods used to account for significant unusual transactions;

o the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance
or consensus;

o the process used by management in formulating particularly sensitive
accounting estimates and the basis for the primary independent
registered public accounting firm's conclusions regarding the
reasonableness of those estimates; and

o disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.

The audit committee has received the written disclosures and the letter
from the primary independent registered public accounting firm required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with the primary independent registered public
accounting firm the primary independent registered public accounting firm's
independence.

Based on the foregoing reviews and meetings, the audit committee
recommended to our board of directors that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended December 31, 2005,
for filing with the SEC. The audit committee also approved the appointment of
KPMG LLP as our primary independent registered public accounting firm for the
fiscal year ending December 31, 2006, subject to the ratification of our
company's stockholders.

Audit Committee:

Terry G. Christenberry (Chairman)
Labh S. Hira
Herbert D. Ihle

The Audit Committee Report shall not be deemed to be incorporated by
reference into any filing made by us under the Securities Act of 1933 or the
Securities Exchange Act of 1934, notwithstanding any general statement contained
in any filings incorporating this proxy statement by reference, except to the
extent we incorporate this report by specific reference.

THE COMPENSATION COMMITTEE

Messrs. Christenberry, Hira and Ihle currently serve on the compensation
committee, with Mr. Ihle serving as chairman. This committee reviews all aspects
of compensation of our executive officers and makes recommendations on such
matters to the full board of directors. The compensation committee of the board
of

directors met two times during 2005. Each member of the compensation committee
attended at least 75% of the compensation committee meetings during 2005.

OTHER COMMITTEES AND POLICIES

With the exception of the audit committee and the compensation
committee, the board of directors does not maintain any other standing
committees. However, certain procedures have been adopted by the board of
directors regarding director nominees and candidates.

PROCESS FOR IDENTIFYING AND EVALUATING DIRECTOR NOMINEES. We believe
that it is appropriate for us not to have a standing nominating committee or a
committee performing similar functions because a majority of our independent
directors recommend director nominees for our board's selection in accordance
with NASD rules, and we believe this process provides the protections of a full
committee at a reduced cost. Because we do not maintain a standing nominating
committee, we have no written nominating committee charter; however, we have
adopted the nomination procedure described in this section by board resolution.

With regard to qualities and skills, our independent directors believe
it is necessary that: (i) at least a majority of the members of the board of
directors qualify as "independent" under NASD Rule 4200(a)(15); (ii) at least
three members of the board of directors satisfy the audit committee membership
criteria specified in NASD Rule 4350(d)(2); and (iii) at least one member of the
board of directors eligible to serve on the audit committee has sufficient
knowledge, experience, and training concerning accounting and financial matters
so as to qualify as an "audit committee financial expert" within the meaning of
Item 401(h) of Regulation S-K. In addition to these specific requirements, the
independent directors take into account all factors they consider appropriate,
which may include experience, accomplishments, education, understanding of our
business and the industry in which we operate, specific skills, general business
acumen and the highest personal and professional integrity. Generally, the
independent directors will first consider current board members because they
meet the criteria listed above and possess knowledge of our history, strengths,
weaknesses, goals and objectives. We do not pay a fee to any third party to
identify, evaluate or assist in identifying or evaluating potential nominees.

CONSIDERATION OF DIRECTOR CANDIDATES RECOMMENDED BY STOCKHOLDERS. Our
independent directors will consider director candidates recommended by
stockholders; provided, that the following procedural requirements are
satisfied. Candidate recommendations should be mailed via certified mail, return
receipt requested, and addressed to the "Independent Directors", Smithway Motor
Xpress Corp., c/o Chief Executive Officer, 2031 Quail Avenue, Fort Dodge, Iowa
50501. In order to be considered for inclusion in the proxy statement, a
stockholder recommendation must: (i) be received at least 120 days prior to the
first anniversary of the date of the proxy statement for the prior year's annual
meeting (by December 15, 2006, for director candidates to be considered for
nomination for election at the 2007 annual meeting of stockholders); (ii)
contain sufficient background information, such as a resume and references, to
enable the committee to make a proper judgment regarding his or her
qualifications; (iii) be accompanied by a signed consent of the proposed nominee
to serve as a director if elected, and a representation that the proposed
nominee qualifies as "independent" under NASD Rule 4200(a)(15) or, if the
proposed nominee does not qualify, a description of the reason(s) he or she is
not "independent"; (iv) state the name and address of the person submitting the
recommendation and the number of shares of our Class A or Class B Common Stock
owned of record or beneficially by the person submitting the recommendation; and
(v) if submitted by a beneficial stockholder, be accompanied by evidence that
the person making the recommendation beneficially owns shares of our Class A or
Class B Common Stock.

CODE OF BUSINESS CONDUCT AND ETHICS

The board of directors has adopted a Code of Business Conduct and Ethics
that applies to all of our directors, officers and employees. The Code of
Business Conduct and Ethics includes provisions applicable to our principal
executive officer, principal financial officer, principal accounting officer and
controller or persons performing similar functions, and constitutes a "code of
ethics" within the meaning of Item 406(b) of Regulation S-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than 10% stockholders are required
by SEC regulations to furnish us with copies of all Section 16(a) forms they
file. In 2006, all Section 16(a) forms were filed on a timely

basis. You may view copies of Section 16(a) forms our directors and executive
officers file with the SEC through our website at www.sxmc.com.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the annual and
long-term compensation paid to our chief executive officer and our other named
executive officers for services in all capacities to us for the fiscal years
ended December 31, 2005, 2004 and 2003.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- --------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION ($) (1)
- -------------------------------- ---- ---------- --------- -------------- -------------------

G. Larry Owens 2005 227,545 61,050 -- 10,131
Chairman, Chief Executive Officer 2004 197,837 44,084 (2) -- 6,155
President and Secretary 2003 157,500 -- -- 361

Thomas J. Witt 2005 149,232 25,500 -- 3,490
Senior Vice President of 2004 142,213 24,500 -- 3,055
Sales and Operations 2003 135,000 -- 37,500 675

Douglas C. Sandvig 2005 144,231 28,094 -- 4,462
Senior Vice President, Chief 2004 136,154 27,000 -- 3,477
Financial Officer and Treasurer 2003 102,068 -- -- 243

Chad A. Johnson 2005 119,233 22,250 -- 2,719
Vice President of Vehicle 2004 112,116 15,950 -- 2,408
Operations 2003 42,548 (3) -- 25,000 --

- ------------

(1) Amounts in 2005 and 2004 represent our contributions to our 401(k) Plan,
including forfeitures re-allocated to participants, as well as use of a
company car by Messrs. Owens and Sandvig. Mr. Owens' amount in 2005
includes $3,000 in country club dues. In 2003, we did not make matching
contributions to our 401(k) Plan. Amounts for 2003 are comprised solely of
forfeitures re-allocated pursuant to the terms of the 401(k) Plan to the
accounts of the named executive officers.

(2) Includes a bonus of $9,084 under our 1997 Profit Incentive Plan that was
paid by issuing Mr. Owens 695 shares of Class A Common Stock on March 15,
2005 (after payment of withholding taxes by Mr. Owens). The 1997 Profit
Incentive Plan has been terminated by the board of directors.

(3) Mr. Johnson joined us in August 2003.

OPTION GRANTS IN LAST FISCAL YEAR

We granted no stock options to the named executive officers during the
fiscal year ended December 31, 2005. We have not granted any stock appreciation
rights.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information regarding the exercise of
options by the named executive officers during the fiscal year ended December
31, 2005, and information regarding options held by the named executive
officers.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
----------------------------- IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END (#) FISCAL YEAR-END ($) (2)
ACQUIRED ON VALUE REALIZED ----------------------------- ---------------------------
NAME EXERCISE (#) ($) (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- ------------ -------------- ----------- ------------- ----------- -------------

G. Larry Owens 60,000 276,550 25,000 -- 1,125 --
Thomas J. Witt -- -- 34,500 18,000 270,690 143,610
Douglas C. Sandvig 10,000 65,744 27,350 -- 122,376 --
Chad A. Johnson -- -- 15,000 10,000 115,050 76,700

- ------------

(1) Market value of underlying securities on date of exercise minus the
exercise price.

(2) Market value of underlying securities at fiscal year-end minus the exercise
price.

CHANGE-IN-CONTROL ARRANGEMENTS AND OTHER RIGHTS TRIGGERED UPON A CHANGE-IN-
CONTROL

We have entered into change-in-control agreements with each of the named
executive officers other than Mr. Witt. The change-in-control agreements in
general provide that if the named executive officer is involuntarily terminated
in connection with the occurrence of certain change-in-control events, then the
named executive officer will be entitled to a severance payment in an amount
intended to compensate him for any salary that he would have otherwise been
entitled to receive during the 24 month period following the occurrence of the
change-in-control event (this 24 month period being referred to as the
"transition period"). During the transition period, the named executive officer
also would be entitled to participate in any health, disability and life
insurance plans in which he participated prior to his termination, and to be
compensated for any legal fees he incurs in connection with the enforcement of
his rights under the change-in-control agreement. The change-in-control events
giving rise to the named executive officer's rights under the change-in-control
agreement include, in general terms, (i) the acquisition by certain persons of
beneficial ownership, whether directly or indirectly, of securities representing
35% or more of the combined voting power of our then outstanding securities,
(ii) a failure of the continuing directors to constitute a majority of the board
of directors, (iii) our consummation of a reorganization, merger or
consolidation, or a statutory exchange of our outstanding voting securities, and
(iv) a complete liquidation or dissolution or sale or other disposition of all
or substantially all of our assets.

In addition, under certain circumstances in which there is a change of
control, holders of outstanding stock options granted under our Incentive Stock
Plan, New Employee Incentive Stock Plan, Outside Director Stock Option Plan and
2005 Omnibus Stock Plan may be entitled to exercise these options
notwithstanding that these options may otherwise not have been fully
exercisable. Similar rights could be extended to holders of other awards under
our equity compensation plans if any awards are granted.

COMPENSATION COMMITTEE INTERLOCKS, INSIDER PARTICIPATION AND RELATED PARTY
TRANSACTIONS

COMPENSATION COMMITTEE INTERLOCKS, INSIDER PARTICIPATION. Messrs. Hira,
Ihle and Christenberry served as the compensation committee in 2005. None of
these individuals has been our officer or employee and no interlocking
relationship exists between our board of directors or compensation committee and
the board of directors or compensation committee of any other company,

RELATED PARTY TRANSACTIONS. We had no related party transactions in 2005
required to be disclosed in this proxy statement.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The compensation committee of the board of directors prepared the
following report on executive compensation for the fiscal year ended December
31, 2005.

Under the compensation committee's supervision, our company has adopted
compensation policies that seek to attract and retain excellent management
personnel and align the interests of executive officers with the

interests of stockholders. The three primary components of executive officer
compensation are base salary, bonus and stock-based compensation.

BASE SALARY. For 2005, each of our company's executive officers received
increases in base salary in 2005, primarily to reflect a cost-of-living
increase.

In determining the base salaries of our company's executive officers for
2005, the compensation committee reviewed individual performance and the
compensation of persons holding similar positions at other publicly traded
truckload carriers. The compensation committee took into account the relative
size of comparable companies, growth rates, geographic considerations and
operating performance. The compensation committee believes that the base
salaries of its executive officers, other than the base salary of the chief
executive officer that is discussed separately below, have been at or below the
average levels paid by comparable, publicly traded truckload carriers, primarily
due to operating performance and geographic considerations.

BONUS COMPENSATION. The compensation committee implemented a bonus
program for 2005 pursuant to which the executive officers are eligible to
receive cash bonuses. An amount equal to 50% of each executive officer's
targeted bonus amount was earned based on our company's achievement of our
quarterly net income goals. The other 50% of each executive officer's targeted
bonus amount was earned based on the achievement by each executive officer of
highly-specific individual goals; provided, that our company achieved annual net
income equal to at least 75% of our annual net income goal. The component of the
bonus based on our company's net income was earned and paid quarterly while the
component of the bonus based on individual goals was earned on an annual basis
and paid following completion of 2005. All of the named executive officers
received a bonus for 2005 under this program. The compensation committee
implemented a bonus program for 2006 pursuant to which the executive officers
are eligible to receive cash bonuses on the same terms as the 2005 bonus
program.

STOCK-BASED COMPENSATION. The compensation committee believes that the
use of stock-based compensation as a component of potential compensation can
align the interests of executive officers and stockholders and encourage
executive officers to focus on long-term, profitable growth. From time-to-time
the compensation committee has made or recommended stock option grants and other
stock awards to executive officers. No stock option grants were made to our
company's executive officers in 2005. Mr. Owens received an award of 695 shares
of our Class A Common Stock in 2005 under the 1997 Profit Incentive Plan based
on the company's performance in 2004. The 1997 Profit Incentive Plan has been
terminated by our board of directors.

BENEFITS. We believe that we must offer a competitive benefits program
to attract and retain our executive officers. During 2005, we provided medical
and other benefits to our executive officers that are generally available to our
other employees. In addition, Messrs. Owens and Sandvig received a car allowance
and we paid $3,000 of Mr. Owens' country club dues.

CHIEF EXECUTIVE OFFICER. In 2005, we increased Mr. Owens' annual base
salary from $200,000 to $220,000. The compensation committee believes that Mr.
Owens' base salary was reasonable in relation to the base salaries of chief
executive officers of comparable companies. Mr. Owens received a $61,050 bonus
under the 2005 bonus program described above based upon his and our company's
consolidated performance during 2005. This bonus was earned and paid in the
matter described above for all executive officers. As one of our company's
largest stockholders, Mr. Owens' net worth is directly affected by our company's
performance and stock price. Mr. Owens receives the same medical and other
benefits that are generally available to our other employees, as well as a car
allowance and $3,000 of country club dues.

COMPENSATION COMMITTEE:

Herbert D. Ihle (Chairman)
Terry G. Christenberry
Labh S. Hira

The Compensation Committee Report on Executive Compensation, and the
performance graph appearing later in this proxy statement shall not be deemed to
be incorporated by reference into any filing made by us under the Securities Act
of 1933 or the Securities Exchange Act of 1934, notwithstanding any general
statement contained in any filing incorporating this proxy statement by
reference, except to the extent we incorporate this report or the graph by
specific reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth, as of March 14, 2006, the number and
percentage of outstanding shares of Class A and Class B Common Stock
beneficially owned by each person known by us to beneficially own more than 5%
of such stock, by each director, by each named executive officer, and by all of
our directors and executive officers as a group. We had outstanding 3,971,624
shares of Class A Common Stock (each entitled to one vote) and 1,000,000 shares
of Class B Common Stock (each entitled to two votes) as of March 14, 2006.
Unless otherwise noted, the business address for all persons indicated below is
2031 Quail Avenue, Fort Dodge, Iowa 50501.

PERCENTAGE OF OUTSTANDING SHARES
---------------------------------
AMOUNT AND NATURE CLASS A CLASS B
NAME OF BENEFICIAL OWNER OF BENEFICIAL COMMON COMMON COMMON
OR IDENTITY OF GROUP TITLE OF CLASS OWNERSHIP (1) STOCK STOCK STOCK
- --------------------------------- ------------------- ----------------- ------- -------- -------

DIRECTORS AND EXECUTIVE OFFICERS:
G. Larry Owens Class A Common Stock 289,739 (2) 6.6% -- 5.3%
Terry G. Christenberry Class A Common Stock 26,800 (3) * -- *
Labh S. Hira Class A Common Stock 3,000 (4) -- -- --
Herbert D. Ihle Class A Common Stock 15,000 (5) * -- *
Marlys L. Smith Class A Common Stock 1,086,856 (6) 27.3% -- 21.8%
Class B Common Stock 1,000,000 (7) -- 100.0% 20.1%
Thomas J. Witt Class A Common Stock 34,500 (7) * -- *
Douglas C. Sandvig Class A Common Stock 30,100 (8) * -- *
Chad A. Johnson Class A Common Stock 15,000 (9) * -- *
Executive officers and directors as a Class A Common Stock 1,500,995(10) 33.4% -- 26.9%
group (8 persons) Class B Common Stock 1,000,000(10) -- 100.0% 20.1%

5% OR GREATER STOCKHOLDERS
Dimensional Fund Advisors Inc. Class A Common Stock 236,300(11) 5.9% -- 4.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

- ------------

* Less than 1%.

(1) In accordance with applicable rules under the Securities Exchange Act of
1934, as amended, the number of shares indicated as beneficially owned by a
person includes shares of Class A Common Stock underlying options that are
currently exercisable or will be exercisable within 60 days from March 14,
2006. Shares of Class A Common Stock underlying stock options that are
currently exercisable or will be exercisable within 60 days from March 14,
2006, are deemed to be outstanding for purposes of computing the percentage
ownership of the person holding such options and the percentage ownership
of any group of which the holder is a member, but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person. Unless otherwise indicated all shares are owned directly.

(2) Consists of (a) 235,695 shares of Class A Common Stock, (b) 28,844 shares
of Class A Common Stock allocated to the account of Mr. Owens under our
401(k) plan, (c) 200 shares of Class A Common Stock held as custodian for
Mr. Owens' minor children under the Uniform Gifts to Minors Act, as to
which beneficial ownership is disclaimed, and (d) options to purchase
25,000 shares of Class A Common Stock that are currently exercisable or
will become exercisable within 60 days from March 14, 2006.

(3) Consists of (a) 12,300 shares of Class A Common Stock, (b) 2,500 shares of
Class A Common Stock held under the Christenberry, Collett & Company, Inc.
401(k) Plan, a unitized plan that has allocated approximately 25% of the
Plan assets to Mr. Christenberry, as to which beneficial ownership of plan
assets not allocated to Mr. Christenberry is disclaimed, and (c) options to
purchase 12,000 shares of Class A Common Stock that are currently
exercisable or will become exercisable within 60 days from March 14, 2006.

(4) Consists of options to purchase 3,000 shares of Class A Common Stock that
are currently exercisable or will become exercisable within 60 days from
March 14, 2006.

(5) Consists of (a) 3,000 shares of Class A Common Stock and (b) options to
purchase 12,000 shares of Class A Common Stock that are currently
exercisable or will become exercisable within 60 days from March 14, 2006.

(6) The Class B Common Stock is entitled to two votes per share so long as it
is beneficially owned by Ms. Smith or certain members of her immediate
family. As a result of this two-class structure, Ms. Smith beneficially
owns shares of Class A and Class B Common Stock representing 51.7% of the
voting power of all outstanding voting shares. Consists of (a) 858,832
shares of Class A Common Stock, (b) 1,000,000 shares of Class B Common
Stock, (c) 190,000 shares of Class A Common Stock held in the name of
Melissa Turner as voting trustee for the benefit of the Smith Family
Limited Partnership, as to which beneficial ownership is disclaimed, (d)
35,024 shares of Class A Common Stock held a 401(k) Plan account and (e)
options to purchase 3,000 shares of Class A Common Stock that are currently
exercisable or will become exercisable within 60 days from March 14, 2006.
Melissa Turner is the daughter of Ms. Smith.

(7) Consists of options to purchase 34,500 shares of Class A Common Stock that
are currently exercisable or will become exercisable within 60 days from
March 14, 2006.

(8) Consists of (a) 2,750 shares of Class A Common Stock and (b) options to
purchase 27,350 shares of Class A Common Stock that are currently
exercisable or will become exercisable within 60 days from March 14, 2006.

(9) Consists of options to purchase 15,000 shares of Class A Common Stock that
are currently exercisable or will become exercisable within 60 days from
March 14, 2006.

(10) Consists of (a) 1,364,643 shares of Class A Common Stock, (b) 1,000,000
shares of Class B Common Stock and (c) options to purchase 131,850 shares
of Class A Common Stock that are currently exercisable or will become
exercisable within 60 days from March 14, 2006.

(11) As reported on a Schedule 13G dated February 1, 2006 Dimensional Fund
Advisors, Inc. is an investment adviser. The amount reported represents
shares of Class A Common Stock held in various advisory accounts. No
advisory account has an interest relating to more than 5% of the
outstanding shares of Class A Common Stock. Dimensional Fund Advisors, Inc.
exercises sole voting and dispositive power with respect to all the shares.
Dimensional Fund Advisors, Inc. disclaims beneficial ownership of these
securities.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return of
our Class A Common Stock with the cumulative total stockholder return of the
Nasdaq Stock Market (U.S. Companies) and the Nasdaq Trucking & Transportation
Stocks.

COMPARISON OF FIVE - YEAR CUMULATIVE TOTAL RETURNS
Performance Graph for
Smithway Motor

Produced on 3/13/2006 including data to 12/30/2005

LEGEND

SYMBOL CRSP Total Returns Index for: 12/2000 12/2001 12/2002 12/2003 12/2004 12/2005
- ------------- ----------------------------- ------- ------- ------- ------- ------- -------

_________ [ ] Smithway Motor 100.0 109.6 45.6 115.6 426.6 528.6

____ ____ * Nasdaq Stock Market (US Companies) 100.0 79.3 54.8 82.0 89.2 91.1

- - - - - - /\ Nasdaq Trucking & Transportation Stocks 100.0 118.2 120.4 172.4 221.0 230.8
SIC-3700-3799, 4200-4299, 4400-4599,
4700-4799 US & Foreign

NOTES:

A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.

B. The indexes are reweighted daily, using the market capitalization on the
previous trailing day.

C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading is used.

D. The index level for all series was set to $100.0 on 12/29/2000.

There can be no assurance that our stock performance will continue into
the future with the same or similar trends depicted in the graph above. We will
not make or endorse any predictions as to future stock performance. The CRSP
Index for Nasdaq Trucking & Transportation Stocks includes all publicly held
truckload motor carriers

traded on the Nasdaq Stock Market, as well as all Nasdaq companies within the
Standard Industrial Code Classifications 3700-3799, 4200-4299, 4400-4599, and
4700-4799 US & Foreign.

PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services
rendered by KPMG LLP for the audit of our annual financial statements for 2004
and 2005, and fees for other services rendered by KPMG LLP relating to these
fiscal years. KPMG LLP has served as our independent auditors or primary
independent registered public accounting firm since December 1994.
Representatives of KPMG LLP are expected to be present at the annual meeting and
will have an opportunity to make a statement, if they desire to do so, and to
respond to appropriate questions.

DESCRIPTION OF FEES 2005 2004
- ------------------- --------- ----------

Audit Fees(1) $ 115,300 $ 107,200
Audit-Related Fees(2) 11,730 5,800
--------- ---------
Total Audit and Audit-Related Fees 127,030 113,000
Tax Fees:
Tax Compliance Fees(3) -- 15,850
Tax Consultation and Advice Fees 575 --
--------- ---------
Total Tax Fees 575 15,850
All Other Fees -- --
--------- ---------
Total $ 127,605 $ 128,850
========= =========

- ------------------------

(1) Audit fees in 2004 and 2005 consisted of the annual audit and quarterly
reviews of the Company's consolidated financial statements, statutory audit
and assistance with and review of documents filed with the SEC.

(2) Audit-related fees in 2004 consisted of an employee benefit plan audit and
in 2005 consisted of an employee benefit plan audit, assistance with the
filing of a registration statement on Form S-8 and assistance in responding
to a letter from the Securities and Exchange Commission.

(3) Tax compliance fees in 2004 consisted of preparation of federal and state
income tax returns. Tax consultation and advice fees in 2005 consisted of
corporate tax research.

APPROVAL OF PRIMARY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES AND
FEES

Our audit committee maintains a policy pursuant to which it pre-approves
all audit, audit-related, tax, and other permissible non-audit services provided
by our primary independent registered public accounting firm in order to assure
that the provision of such services is compatible with maintaining the primary
independent registered public accounting firm's independence. Under this policy,
the audit committee pre-approves, on an annual basis, specific types or
categories of engagements constituting audit, audit-related, tax or other
permissible non-audit services to be provided by the primary independent
registered public accounting firm. Pre-approval of an engagement for a specific
type or category of services generally is provided for up to one year and
typically is subject to a budget comprised of a range of anticipated fee amounts
for the engagement. Management and the primary independent registered public
accounting firm are required to periodically report to the audit committee
regarding the extent of services provided by the primary independent registered
public accounting firm in accordance with the annual pre-approval, and the fees
for the services performed to date. To the extent that management believes that
a new service or the expansion of a current service provided by the primary
independent registered public accounting firm is necessary or desirable, the new
or expanded services are presented to the audit committee for its review and
approval prior to the engagement of the primary independent registered public
accounting firm to render the services. No audit-related, tax, or other
non-audit services were approved by the audit committee pursuant to the de
minimus exception to the pre-approval requirement under Rule 2-01(c)(7)(i)(C) of
Regulation S-X during 2005.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL 2 TO RATIFY THE SELECTION OF KPMG LLP AS OUR PRIMARY INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.

OTHER MATTERS

The board of directors does not intend to present at the annual meeting
any matters other than those described herein and does not presently know of any
matters that will be presented by other parties. If any other matters are
properly brought before the annual meeting or any adjournment thereof, the proxy
holders named in the accompanying form of proxy will have discretionary
authority to vote proxies in accordance with their judgment with respect to such
matters, unless the person executing any such proxy indicates that such
authority is withheld.

Our 2005 Annual Report to Stockholders, including financial statements,
is being mailed with this proxy statement.

STOCKHOLDERS WHO WISH TO OBTAIN A COPY OF OUR 2005 ANNUAL REPORT ON FORM
10-K, AS FILED WITH THE SEC, MAY DO SO WITHOUT CHARGE BY WRITING TO SMITHWAY
MOTOR XPRESS CORP., c/o CHIEF EXECUTIVE OFFICER, 2031 QUAIL AVENUE, FORT DODGE,
IOWA 50501.

Smithway Motor Xpress Corp.

/s/ G. Larry Owens
G. Larry Owens
Chairman of the Board,
Chief Executive Officer,
President, and Secretary

April 14, 2006

PROXY
SMITHWAY MOTOR XPRESS CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 12, 2006
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned holder(s) of Class A and/or Class B Common Stock (individually or together referred to as "Common Stock") of
Smithway Motor Xpress Corp., a Nevada corporation (the "Company"), hereby appoint(s) G. Larry Owens and Douglas C. Sandvig, and each
or either of them, attorneys and proxies of the undersigned, with power of substitution, to vote all of the Common Stock that the
undersigned are entitled to vote at the annual meeting of Stockholders of the Company to be held at the Company's Headquarters, 2031
Quail Avenue, Fort Dodge, Iowa 50501, on Friday, May 12, 2006, 10:00 a.m. Central Time, and at any adjournment thereof, as follows:

1. Election of Directors [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below

INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the individual's name below.

Terry G. Christenberry
Labh S. Hira
Herbert D. Ihle
G. Larry Owens
Marlys L. Smith

2. Approval of the proposal to ratify the selection of KPMG LLP as the primary independent registered public accounting firm of the
Company for the fiscal year ending December 31, 2006.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the attorneys and proxies are authorized to vote upon such other matters as may properly come before the
meeting or any adjournment thereof.

[ ] GRANT AUTHORITY to vote [ ] WITHHOLD AUTHORITY to vote

A vote FOR Proposals 1 and 2, and granting the proxies discretionary authority, is recommended by the board of directors of the
Company. When properly executed, this proxy will be voted in the manner directed by the undersigned stockholder(s). If no direction
is given, the proxy will be voted "FOR" Proposals 1 and 2, and, at the discretion of the proxy holder, upon such other matters as
may properly come before the meeting or any adjournment thereof. Proxies marked "Abstain" are counted only for purposes of
determining whether a quorum is present at the meeting.

Dated
----------------------------------------------------

----------------------------------------------------

----------------------------------------------------
Signature(s)

Please date and sign exactly as name(s) appear(s) on
your Common Stock certificate(s). If shares are held
jointly, each owner should sign this proxy. If
acting as an executor, administrator, trustee,
custodian, guardian, etc., you should so indicate in
signing. If the stockholder is a corporation or
other business entity, the proxy should indicate the
full legal name of the corporation or entity, and be
signed by a duly authorized officer (indicating his
or her position).