MARTEN TRANSPORT LTD — Director's Dealing 2006

Mar 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (mrtn)
CIK: 0000799167
Period of Report: 2006-03-01

Reporting Person: SMITH ROBERT G (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-01	Stock Option (right to buy)	$23.59	A	15000	Acquired	2016-02-28	Common Stock (15000)	Direct
2006-03-01	Stock Option (right to buy)	$23.59	A	15000	Acquired	2016-02-28	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: This option becomes exercisable with respect to 3,000 shares on each of the first five anniversaries of the date of grant.

F2: This option becomes exercisable upon achievement of certain performance criteria from 2006 to 2010.