October 27, 2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. Darrell D. Rubel
Chief Financial Officer
129 Marten Street
Mondovi, Wisconsin 54755

Re:	Marten Transport, LTD.
	Form 10-K for the year ended December 31, 2004
	Forms 10-QSB for the periods ended June 30, 2005 and March
31,
2005
	Commission file #: 000-15010

Dear Mr. Rubel:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and
to enhance the overall disclosure in your filing.  We look forward
to
working with you in these respects.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.
* * * * * * * * * * * * * * * * * * * * * * *


Form 10-K for the year ended December 31, 2004

Management`s Discussion & Analysis

1. To facilitate investors` analysis of your results of
operations,
please consider revising your MD&A to include operating
statistics,
such as those presented in your periodic earnings press releases.


- Results of Operations, page 12

2. We note that in discussing your results of operations, you have
included discussion of a measure called "freight revenue" which is
calculated as operating revenue less fuel surcharges and MWL
revenue.
To assist readers in evaluating your results of operations and
understanding the context of freight revenues, please revise your
disclosure in future filings to include a table detailing the
components of operating revenue, similar to that included on page
10
of your June 30, 2005 Form 10-Q.  Additionally, revise your
discussion
to present the changes in other revenues as an ancillary or
secondary
discussion of the reasons for the changes in the gross revenue or
operating income amounts.

Financial Statements

Consolidated Statements of Cash Flows, page 30

3. Please revise your statements of cash flows to present
purchases
and sales of marketable securities in the investing activities
section
in accordance with paragraph 15 of SFAS 95.

Note 1. Summary of Significant Accounting Policies, page 31

4. We note that you have established an allowance for doubtful
accounts on your trade receivables balance.  Please tell us and
include in future filings, your accounting policies and
methodology
used to estimate the allowance for doubtful accounts, the policy
for
charging off uncollectible trade receivables, and the policy for
determining past due or delinquency status.  See paragraph 13a-c
of
SOP 01-6.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies

- Principles of Consolidation

5. We note that effective April 1, 2004, you have consolidated
your
45% investment in MWL based on the requirements of FIN 46(R).
Please
explain to us how you have considered the non-controlling
interests of
MWL in your statements of operations, including the line item(s)
in
which the expenses/income of the non-controlling interest of MWL
are
presented.  We may have further comment upon receipt of your
response.



- Property and Equipment, page 31

6. We note from your disclosure on page 3 that it is your policy
to
replace most of your tractors within 42 to 48 months after
purchase
and replace trailers after six years of use.  Please explain to us
why
you use useful lives of 5 years and 7 years for the tractors and
trailers, respectively, in determining depreciation expense.

Note 2.  Details of Consolidated Balance Sheet Accounts
- Net investment in direct financing leases, page 34

7. We note that you have unearned income of $2,052,000 and
$2,652,000
as of December 31, 2003 and 2004, respectively, related to the
direct
financing leases on certain revenue equipment.  Please tell us the
method you are using to amortize unearned income and where the
amortization is recorded on your income statement.  See paragraph
18(b) of SFAS No. 13.

Schedule II - Valuation and Qualifying Accounts and Reserves, page
47

8. Please tell us why the amounts of insurance and claims charged
to
cost and expense in Schedule II do not match the amounts expensed
in
the statements of operations.

Forms 10-Q for the quarters ended March 31, 2005 and June 30, 2005

Management`s Discussion & Analysis

9. We note from your MD&A discussion in your Form 10-Q for the
period
ended March 31, 2005 that you have decided to accelerate your
tractor
fleet replacement during 2005 and 2006 to allow flexibility with
purchasing tractors in 2007.  Please tell us how this plan has
impacted the useful lives of your tractors in 2005 or otherwise
caused
impairment to the amounts currently reflected on your balance
sheets.

Statements of Cash Flows

10. We note that you present your property additions on a net
basis on
the statements of cash flows.  In future filings, please present
the
amount of property purchased and the proceeds of property disposed
or
sold on a gross basis.  See paragraph 13 of SFAS No. 95



Other

11. Comply with the comments on the Form 10-K for the year ended
December 31, 2004 as they apply to filings on Form 10-Q.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or Lyn Shenk at
202-
551-3380 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. Darrell D. Rubel
Marten Transport, LTD.
October 27, 2005
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