SecProbe.io

CORRESP
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Plaza VII, Suite 3300

45 South Seventh Street

Minneapolis, MN  55402-1609

www.Oppenheimer.com

Direct:    (612)
607-7557

Main:      (612)
607-7000

Fax:         (612)
607-7100

E-Mail:   PPazderka@Oppenheimer.com

November 17,
2005

VIA
FACSIMILE AND EDGAR

Securities
and Exchange Commission

100 F Street, NE, Mail Stop 3561

Washington,
D.C. 20549

Attn:
Linda Cvrkel, Claire Erlanger and Lyn Shenk

Re:                             Marten Transport, LTD.

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

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

Commission file #: 000-15010

Dear Ladies and Gentlemen:

On
behalf of Marten Transport, Ltd., we are responding to the comment letter,
dated October 27, 2005, from Ms. Linda Cvrkel to Mr. Darrell D.
Rubel, Chief Financial Officer of Marten Transport, Ltd. (“Marten”), regarding
Marten’s Form 10-K for the fiscal year ended December 31, 2004 and
Forms 10-Q for the periods ended June 30, 2005 and March 31, 2005.

The
following responses to your comments are numbered to correspond to the numbered
paragraphs contained in your letter dated October 27, 2005.

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.

Marten
inserted a table containing certain operating statistics regarding revenue and
operations in the Results of Operations section of its Management’s
Discussion and Analysis of Financial Condition and Results of Operations for
its Form 10-Q for the quarter ended September 30, 2005, which was
filed with the Securities and Exchange Commission via EDGAR on November 9,
2005, and will include such disclosure in its future periodic filings.

Securities
and Exchange Commission

November 17,
2005

-
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.

Marten
included a table detailing certain components of operating revenue in its Form 10-Q
for the quarter ended September 30, 2005, similar to the table contained
in its Form 10-Q for the quarter ended June 30, 2005, and will
include such disclosure in its future periodic filings.

Marten
believes the discussion contained in Marten’s Form 10-Q for the quarter
ended September 30, 2005, which is similar to the discussion contained in
its Form 10-Q for the quarter ended June 30, 2005, is an appropriate
disclosure of the changes in the components of operating revenue.  Marten plans on a similar disclosure in
future periodic filings.  For reference,
the disclosure for Marten’s Form 10-Q for the quarter ended September 30,
2005 was as follows:

“Our operating
revenue increased $21.2 million, or 21.6%, to $119.1 million in the 2005 period
from $97.9 million in the 2004 period.
Freight revenue increased $10.0 million, or 11.3%, to $98.6 million in
the 2005 period from $88.6 million in the 2004 period.  We were able to increase our freight revenue
by increasing our freight rates, the size of our fleet, our detention charges
and our business with existing and new customers.  Our fuel surcharge revenue increased $8.9
million, or 131.8%, to $15.7 million in the 2005 period from $6.8 million in
the 2004 period primarily due to significantly higher average fuel prices in
the 2005 period more fully discussed below under “fuel and fuel taxes.”  The increase in non-freight revenue in the
2005 period resulted from increased logistics services provided by MWL, as well
as the formation by the Company of a logistics division in March 2005.  Our average operating revenue per tractor per
week increased 15.3% in the 2005 period from the 2004 period.  Our average freight revenue per tractor per
week increased 5.5% in the 2005 period from the 2004 period, due to an 8.9%
increase in average freight revenue per total mile partially offset by a 3.1%
decrease in average miles per tractor.
Our weighted average number of tractors increased 5.5% in the 2005
period from the 2004 period.”

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.

Marten
revised its statements of cash flows to present purchases and sales of
marketable securities in the investing activities section in the Form 10-Q
for the quarter ended September 30, 2005 and will reflect such
presentation in its future periodic filings.

2

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.

Marten
intends to insert the following disclosure in the footnote regarding Summary of
Significant Accounting Policies in the Notes to Consolidated Financial
Statements for its Form 10-K for the year ending December 31, 2005 as
well as its subsequent future Form 10-K filings.

Trade
accounts receivable are recorded at the invoiced amounts, net of an allowance
for doubtful accounts.  A considerable
amount of judgment is required in assessing the realization of these
receivables including the current creditworthiness of each customer and related
aging of the past-due balances.  In order
to assess the collectibility of these receivables, Marten performs ongoing
credit evaluations of its customers’ financial condition.  Through these evaluations, Marten may become
aware of a situation where a customer may not be able to meet its financial
obligations due to deterioration of its financial viability, credit ratings or
bankruptcy.  The reserve requirements are
based on the best facts available to Marten and are reevaluated and adjusted as
additional information is received.  Marten
evaluates the allowance based on historical write-off experience, the size of
the individual customer balances, past-due amounts and the overall national
economy.  Marten reviews the adequacy of
its allowance for doubtful accounts quarterly.
Invoice balances over 30 days after the contractual due date are
considered past due per Marten’s policy and are reviewed individually for
collectibility.  Initial payments by new
customers are monitored for compliance with contractual terms.  Account balances are charged off against the
allowance after all means of collection have been exhausted and the potential recovery
is considered remote.

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.

Marten
has presented its non-controlling interests of MWL in the “Other” line item of
Operating Expenses (Income) in its Statements of Operations since April 1,
2004.  For the fiscal year ended December 31,
2004, Marten’s non-controlling interests of MWL was an expense of $51,000 and,
accordingly, Marten concluded that separate line-item disclosure was not necessary.  For the nine months ended September 30,
2005, Marten’s non-controlling interests of MWL was an expense of $591,000, or
2.0% of pre-tax income, which does not have a material impact on its operating
results.  In conjunction with its Form 10-K
for the year ending December 31, 2005, Marten intends to review whether it
is

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appropriate
to present its non-controlling interests (in MWL’s expense) in a new “Other”
line item of Other Expenses (Income) or, depending upon materiality, in
Operating Expenses in its Statements of Operations.

-
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.

In 2005,
Marten has replaced most of its company-owned tractors within approximately 3.25
years and its trailers within approximately 7 years after purchase.  Marten is not holding tractors for as long in
comparison to past practice due to its recent acceleration of its tractor fleet
replacement.  Marten’s useful lives for
depreciating tractors is 5 years and trailers is 7 years, with a 25% salvage
value for tractors and a 35% salvage value for trailers.  These salvage values are based
upon the expected market values of the equipment after 5 years for tractors and
7 years for trailers.  Depreciation
expense calculated in this manner approximates the continuing declining value
of the revenue equipment, and, for tractors, continues at a consistent
straight-line rate for units held beyond the normal replacement cycle.  Calculating tractor depreciation expense with
a 5-year useful life and 25% salvage value results in the same depreciation
rate of 15% of cost per year and the same net book value of 51.25% of cost at
the 3.25-year replacement date as using a 3.25-year useful life and 51.25%
salvage value.  As a result, there is no
difference in recorded depreciation expense on a quarterly or annual basis with
Marten’s 5-year useful life and 25% salvage value compared with a 3.25-year
useful life and 51.25% salvage value. Marten currently replaces its trailers in
a timeframe consistent with its depreciation practices.

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.

Marten
uses the “interest” method to amortize unearned income, which amortizes unearned
income to income over the lease term so as to produce a constant periodic rate
of return on the net investment in the lease in accordance with paragraph 18(b) of
SFAS No. 13.  Marten records the
amortization in the “Interest income” line item of Other Expenses (Income) in
its Statements of Operations.

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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.

The amount of insurance and claims charged to
costs and expenses in Schedule II, which rolls-forward the activity in the
insurance and claims accruals balance from the beginning to the end of each
fiscal year, includes accruals Marten makes for claims within Marten’s
self-insured retention amounts for personal injury, property damage, physical
damage to its equipment, workers’ compensation claims, and cargo claims, which
are recorded within insurance and claims expense. Insurance and claims expense
also includes insurance premiums, which are not a component of the activity
within Marten’s insurance and claims accruals balance on its Balance
Sheet.   Also included in the amount
charged to costs and expenses in Schedule II are accruals Marten makes for
self-insured employees’ medical claims, which are recorded within salaries,
wages and benefits expense.

Following is a reconciliation between the
amount of insurance and claims charged to costs and expenses in Schedule II
and the amount of insurance and claims expense for 2004:

  Insurance and claims
  expense

  $

  18,604,000

  Less insurance premiums

  (5,062,000

  )

  Add accruals for self-insured employees’ medical
  claims

  9,342,000

  Insurance and claims charged to costs and expenses
  in Schedule II

  $

  22,884,000

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.

Marten decided to accelerate its tractor fleet replacement during 2005
and 2006 to allow flexibility with purchasing tractors in 2007 when the next
round of diesel emissions reduction directives of the Environmental Protection
Agency, or EPA, go into effect.  Marten
believes these EPA directives have lead to a short-term increase in gains
recorded in Marten’s disposition of tractors due to a temporary increase in the
demand for used tractors that are not subject to these emissions reduction
directives.  There has also been a recent
increase in the market value of used trailers, which Marten does not believe to
be long-term in nature.  Marten believes that the
acceleration of its tractor fleet replacement has not impacted the useful lives
of Marten’s tractors or caused impairment to the carrying amount reflected in its
consolidated balance sheet.  Marten’s
continuing ability to not record losses on the disposition of tractors and
trailers is considered by Marten to be a dispositive indicator that there is no
impairment to the amounts currently reflected in its balance sheets.  Additionally, Marten currently believes the
increases in gains on disposals Marten has

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experienced in 2005 will likely not continue in
the future periods, and therefore, Marten does not believe it would be
appropriate to change its salvage values or depreciable lives.

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.

Marten
presented revenue equipment additions and the proceeds from revenue equipment
dispositions on a gross basis in its Form 10-Q for the quarter ended September 30,
2005, and will reflect such presentation in future periodic filings.

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.

Marten
has complied with comments on the Form 10-K for the year ended December 31,
2004 as applicable to its  most recent
filing of Form 10-Q for the quarter ended Septemb