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United States securities and exchange commission logo





                             September 16, 2022

       Timothy M. Kohl
       Chief Executive Officer
       Marten Transport Ltd
       129 Marten Street
       Mondovi, Wisconsin 54755

                                                        Re: Marten Transport
Ltd
                                                            Definitive Proxy
Statement on Schedule 14A
                                                            Filed March 14,
2022
                                                            File No. 000-15010

       Dear Mr. Kohl:

             We have limited our review of your most recent definitive proxy
statement to those issues
       we have addressed in our comments.

               Please respond to these comments by confirming that you will
enhance your future proxy
       disclosures in accordance with the topics discussed below as well as any
material developments
       to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.

       Definitive Proxy Statement on Schedule 14A filed March 14, 2022

       General

   1.                                                   Please expand your
discussion to address the circumstances under which you would
                                                        consider having the
Chair and CEO roles filled by a single individual, when shareholders
                                                        would be notified of
any such change, and whether you will seek prior input from
                                                        shareholders.
   2.                                                   Please expand upon the
role that your lead independent director plays in the leadership of
                                                        the board. For example,
please enhance your disclosure to address whether or not your
                                                        lead independent
director may:

                                                              represent the
board in communications with shareholders and other stakeholders;
                                                              require board
consideration of, and/or override your CEO on, any risk matters; or
                                                              provide input on
design of the board itself.
   3.                                                   Please expand upon how
your board administers its risk oversight function. For example,
                                                        please disclose:
 Timothy M. Kohl
Marten Transport Ltd
September 16, 2022
Page 2
             the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
           long-term) and how you apply different oversight standards based
upon the
           immediacy of the risk assessed;
             whether you consult with outside advisors and experts to
anticipate future threats and
           trends, and how often you re-assess your risk environment;
             how the board interacts with management to address existing risks
and identify
           significant emerging risks; and
             whether you have a Chief Compliance Officer and to whom this
position reports.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at
202-551-
3412 with any questions.



                                                            Sincerely,
FirstName LastNameTimothy M. Kohl
                                                            Division of
Corporation Finance
Comapany NameMarten Transport Ltd
                                                            Disclosure Review
Program
September 16, 2022 Page 2
cc:       Pat Pazderka
FirstName LastName
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