MARTEN TRANSPORT LTD — Director's Dealing 2006

Feb 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTEN TRANSPORT LTD (MRTN)
CIK: 0000799167
Period of Report: 2006-01-31

Reporting Person: BAIER SUSAN M (VP of Information Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-31	Common Stock	M	25313	$3.94	Acquired	25313	Direct
2006-01-31	Common Stock	M	8438	$4.36	Acquired	33751	Direct
2006-01-31	Common Stock	M	75938	$3.48	Acquired	109689	Direct
2006-01-31	Common Stock	S	64060	$21.4011	Disposed	45629	Direct
2006-01-31	Common Stock	S	10982	$21.4166	Disposed	34647	Direct
2006-01-31	Common Stock	S	1419	$21.4541	Disposed	33228	Direct
2006-01-31	Common Stock	S	10975	$21.4718	Disposed	22253	Direct
2006-01-31	Common Stock	S	11194	$21.5029	Disposed	11059	Direct
2006-01-31	Common Stock	S	11059	$21.7682	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-31	Employee Stock Option (right to buy)	$3.94	M	25313	Disposed	2007-09-30	Common Stock (25313)	Direct
2006-01-31	Employee Stock Option (right to buy)	$4.36	M	8438	Disposed	2010-01-24	Common Stock (8438)	Direct
2006-01-31	Employee Stock Option (right to buy)	$3.48	M	75938	Disposed	2010-11-28	Common Stock (75938)	Direct

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 Ms. Baier remains employed with the Company. To the extent not already exercisable, this option becomes exercisable in full upon certain changes in control of the Company and remains exercisable for the remainder of its term.