10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549

                                   FORM 10-Q/A

                               Amendment No. 1 to
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended:                                            September 30, 1994

Commission File Number:                                       0-15010


                             MARTEN TRANSPORT, LTD.

             (Exact name of registrant as specified in its charter)

           Delaware                                       39-1140809
           --------                                       ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

129 Marten Street, Mondovi, Wisconsin                        54755
- - -------------------------------------                        -----
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  715-926-4216

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X       No
   -----       -----

The number of shares outstanding of the registrant's Common Stock, par value
$.01 per share, was 2,929,950 as of September 30, 1994.




Item 6.  Exhibits and Reports on Form 8-K:

       a)    Exhibits:

             Exhibit 27.1 -- Financial Data Schedule

       b)    Reports on Form 8-K:

             No reports on Form 8-K have been filed during the quarter ended
             September 30, 1994.




                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereto duly authorized.

MARTEN TRANSPORT, LTD.
(Registrant)
Dated:  December 21, 1994          By:        /s/ Darrell D. Rubel
                                        ---------------------------------------
                                        Darrell D. Rubel
                                        Executive Vice President and Treasurer
                                        (Chief Financial Officer)




                                Exhibit Index

     Item No.          Item                              Method of Filing
     --------          ----                              ----------------

       27.1            Financial Data Schedule           Filed herewith

EX-27

 


<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Statements of Income and the Condensed Balance Sheet and is
qualified in its entirety by reference to such financial statements.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                           3,328
<SECURITIES>                                         0
<RECEIVABLES>                                   15,028
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                24,348
<PP&E>                                         114,129
<DEPRECIATION>                                (38,309)
<TOTAL-ASSETS>                                 100,305
<CURRENT-LIABILITIES>                           32,246
<BONDS>                                         23,656
<COMMON>                                            29
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                       9,281
<TOTAL-LIABILITY-AND-EQUITY>                   100,305
<SALES>                                         91,146
<TOTAL-REVENUES>                                91,146
<CGS>                                           81,502
<TOTAL-COSTS>                                   81,502
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,865
<INCOME-PRETAX>                                  7,884
<INCOME-TAX>                                     3,153
<INCOME-CONTINUING>                              4,730
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,730
<EPS-PRIMARY>                                     1.45
<EPS-DILUTED>                                     1.45