8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 30, 2005

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification Number)
129 Marten Street Mondovi, Wisconsin		54755
(Address of principal executive offices)		(Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 30, 2005, Marten Transport, Ltd.’s Board of Directors appointed James J. Hinnendael as chief financial officer, effective January 1, 2006.  Mr. Hinnendael will succeed Darrell D. Rubel, the company’s current chief financial officer, who will retire from the company on that date.  Mr. Hinnendael will receive an annual base salary of $175,000.

Mr. Hinnendael, age 42, has served as the company’s controller since January 1992.  Prior to his employment with the company, Mr. Hinnendael was employed by Ernst & Young LLP, a public accounting firm, serving as an auditor in its Milwaukee office, from January 1987 to December 1991.  Mr. Hinnendael holds a degree in accounting and finance from the University of Wisconsin and is a certified public accountant.

Mr. Hinnendael is neither related to any other director or officer nor does he have relationships or transactions with the company outside the context of his positions with the company.  The company’s press release discussing Mr. Rubel’s retirement and Mr. Hinnendael’s election has been filed as Exhibit 99.2 to this report.

Item 8.01  Other Events.

On November 30, 2005, Marten Transport, Ltd. authorized a three-for-two stock split of the company’s common stock, $.01 par value.  The stock split entitles each shareholder to receive an additional one-half share for each outstanding share of common stock held of record as of the close of business on December 12, 2005.  The shares will be distributed on or about December 23, 2005.  The stock split will be effected in the form of a dividend, using authorized but unissued shares of the company’s common stock.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of the company’s press release dated December 1, 2005 announcing the stock split.

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Item 9.01  Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	Not Applicable.
(b)	Pro Forma Financial Information.
	Not Applicable.
(c)	Exhibits.
		Exhibit No.	Description
		99.1	Press Release dated December 1, 2005 (included herewith).
		99.2	Press Release dated December 5, 2005 (included herewith).

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SIGNATURES

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 thereunto duly authorized.

	MARTEN TRANSPORT, LTD.
Dated: December 5, 2005	By	/s/ Frank J. Foster
		Frank J. Foster
		Its: Vice President of Finance

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MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated December 1, 2005 (included herewith).
99.2	Press Release dated December 5, 2005 (included herewith).

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EX-99.1

Exhibit 99.1

DATE:   December 1, 2005

FOR IMMEDIATE RELEASE

MARTEN TRANSPORT, LTD. ANNOUNCES THREE-FOR-TWO STOCK SPLIT

MONDOVI, Wis., Dec. 1, 2005 — Marten Transport, Ltd. (Nasdaq: MRTN) announced today that its Board of Directors has declared a three-for-two stock split of the company’s common stock.  The stock split will be effected in the form of a stock dividend distributed December 23, 2005, to stockholders of record as of December 12, 2005.  Holders of the company’s common stock will receive an additional one-half share for each outstanding share of common stock held as of the record date.  The stock split will increase the number of outstanding shares of common stock from approximately 14,382,268 to approximately 21,573,402.

Marten Transport, Ltd., with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States.  Marten specializes in transporting food and other consumer packaged goods that require a temperature-sensitive or insulated environment.  Marten offers nationwide service, concentrating on expedited movements for high-volume customers.  Marten’s common stock is traded on the Nasdaq National Market under the symbol MRTN.

CONTACT:  Randy Marten, President of Marten Transport, Ltd., 715-926-4216

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12/1/05

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Marten Transport Names James Hinnendael as CFO

To Succeed Darrell Rubel, Who Will Retire Jan. 1

MONDOVI, Wis., Dec. 5, 2005—Marten Transport, Ltd., (Nasdaq: MRTN) today announced the appointment of James J. Hinnendael as chief financial officer, effective Jan. 1, 2006.  Hinnendael, Marten’s controller and a 14-year member of the company’s management team, will succeed Darrell D. Rubel, who will retire from the company on that date.

“Darrell Rubel has been CFO of Marten since 1986, the year we became a publicly held company,” said Randolph L. Marten, president, chief executive officer and chairman of the board.  “The stability and professionalism of our finance operations during his tenure has been one of the strengths of the company, which in that time has grown into one of our nation’s leading temperature-sensitive truckload carriers.

 “I’m extremely pleased to be able to announce a successor who will give us strong continuity in this critical area of financial management.  As controller, Jim Hinnendael has been extensively involved in our external reporting and our internal controls and processes.  He brings to this position an exemplary combination of experience, professional skills and integrity.”

Hinnendael joined Marten as controller in January 1992.  He previously was an auditor for Ernst & Young in its Milwaukee office from January 1987 through December 1991.  Hinnendael holds a degree in accounting and finance from the University of Wisconsin and is a certified public accountant.

Rubel, who is completing his 20^th year as Marten’s CFO, has also served as treasurer since June 1986, assistant secretary since August 1987 and executive vice president since May 1993.  He also served as a director of the company from February 1983 to May 2004, vice president from January 1986 to May 1993 and secretary from June 1986 to August 1987.

Marten Transport, Ltd., with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States.  Marten specializes in transporting food and other consumer packaged goods that require a temperature-sensitive or insulated environment.  Marten offers nationwide service, concentrating on expedited movements for high-volume customers.  Marten’s common stock is traded on the Nasdaq National Market under the symbol MRTN.

Contact: Randy Marten, President of Marten Transport, Ltd., 715-926-4216

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