SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549

                             AMENDMENT 2

                              FORM 8-A/A

           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
            SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

                        SMITHWAY MOTOR XPRESS CORP.
          (Exact name of registrant as specified in its charter)


NEVADA                                       42-1433844            
(State of incorporation or organization)   (I.R.S. Employer 
                                           Identification No.)



 Rural Route #5, Fort Dodge, Iowa                   50501
 (Address of principal executive offices)           (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

                               None


Securities to be registered pursuant to Section 12(g) of the Act:
                                
         Class A Common Stock, par value $.01 per share
                        (Title of class)
                      
         
 
               INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.

         The description of the Registrant's $.01 par value Class A Common
Stock under the captions "Description of Capital Stock" and "Shares Eligible 
for Future Sale" in the Amendment Three to the Registrant's Registration 
Statement on Form S-1, as filed on June 7, 1996, is hereby incorporated by 
reference into this registration statement.    

Item 2.  Exhibits.

     (a)  The Registrant's Articles of Incorporation, filed as Exhibit 3.1 to 
          the Registrant's Registration Statement on Form S-1, Registration
          No. 33-90356, as filed with the Commission on March 16, 1995, are
          hereby incorporated by reference into this registration statement.

     (b)  The Registrant's Bylaws, filed as Exhibit 3.2 to the Registrant's 
          Registration Statement on Form S-1, Registration No. 33-90356, as 
          filed with the Commission on March 16, 1995, are hereby 
          incorporated by reference into this registration statement.


                              SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, the registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereto duly authorized.

                              (Registrant)
                              Smithway Motor Xpress Corp.


Dated:    May 31, 1996         By:   /s/ William G. Smith    
                               William G. Smith, Chairman of the Board,
                               President and Chief Executive Officer