MARTEN TRANSPORT LTD — Director's Dealing 2006

Feb 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (mrtn)
CIK: 0000799167
Period of Report: 2006-02-01

Reporting Person: HINSON DONALD J (Vice President of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-01	Common Stock	M	1688	$4.36	Acquired	1688	Direct
2006-02-01	Common Stock	M	22487	$3.48	Acquired	24175	Direct
2006-02-01	Common Stock	S	14722	$22.5	Disposed	9453	Direct
2006-02-01	Common Stock	S	3249	$22.5157	Disposed	6204	Direct
2006-02-02	Common Stock	S	3704	$22.5386	Disposed	2500	Direct
2006-02-02	Common Stock	S	2500	$22.75	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-01	Stock Option (right to buy)	$4.36	M	1688	Disposed	2010-01-24	Common Stock (1688)	Direct
2006-02-01	Stock Option (right to buy)	$3.48	M	22487	Disposed	2010-11-28	Common Stock (22487)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	505	Indirect

Footnotes

F1: This option becomes exercisable in as nearly equal as possible in five installments on each of the first five anniversaries of the date of grant, so long as Mr. Hinson remains employed with the Company.