UNITED
        STATES
 **SECURITIES
        AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-Q**





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
      AND EXCHANGE ACT OF 1934





For
      the
      quarterly period ended June 30, 2007 or





[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from ________ to ________





Commission
      file number:  0-27754





**HUB
      GROUP, INC.**


**(Exact
      name of registrant as specified in its charter)**








**Delaware**


(State
      or
      other jurisdiction of


incorporation
      or organization)





**36-4007085**


(I.R.S.
      Employer


Identification
      No.)





**3050
      Highland Parkway, Suite 100**


**Downers
      Grove, Illinois 60515**


(Address,
      including zip code, of principal executive offices)


**(630)
      271-3600**


(Registrant’s
      telephone number, including area code)








Indicate
      by check mark whether the
      registrant (1) has filed all reports required to be filed by Section 13 or
      15(d)
      of the Securities Exchange Act of 1934 during the preceding 12 months (or for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90
      days.  YesX  No





Indicate
      by check mark whether the
      registrant is a large accelerated filer, an accelerated filer, or a
      non-accelerated filer.  See definition of “accelerated filer and large
      accelerated filer” in Rule 12-b of the Exchange Act.  (Check
      one):


Large
      Accelerated Filer X             Accelerated
      Filer__        Non-Accelerated Filer
      __


Indicate
        by check mark whether the
        registrant is a shell company (as defined in Rule 12-b-2 of the Exchange
        Act).  Yes__  NoX
 
 On
        July 18, 2007, the registrant had
        38,827,594 outstanding shares of Class A common stock, par value $.01 per
        share,
        and 662,296 outstanding shares of Class B common stock, par value $.01 per
        share.














**HUB
      GROUP, INC.**








**INDEX**








****


**PART
      I.  Financial
      Information:                                                                                                                            
Page**





**Hub
      Group, Inc. - Registrant**





Condensed
      Consolidated Balance Sheets – June 30, 2007 (unaudited) and


December
      31,
      2006                                                                                                                     3





Unaudited
      Condensed Consolidated Statements of Income - Three Months


and
      Six
      Months Ended June 30, 2007 and
      2006                                                                                                4





Unaudited
      Condensed Consolidated Statement of Stockholders’ Equity - Six


Months
      Ended June 30,
      2007                                                                                                   5





Unaudited
      Condensed Consolidated Statements of Cash Flows - Six


Months
      Ended June 30, 2007 and
      2006                                                                                                  6





Notes
      to
      Unaudited Condensed Consolidated Financial Statements7





Management’s
      Discussion and Analysis of Financial Condition and


Results
      of
      Operations                                                                                                       
     10





Quantitative
      and Qualitative Disclosures About Market
      Risk                                                                                      
17





Controls
      and
      Procedures                                                                                                
               17





**PART
      II.  Other
      Information**                                                                                             18




































**HUB
                GROUP, INC.****CONDENSED
                CONSOLIDATED BALANCE SHEETS****(in
                thousands, except share amounts)****June
                30,**
              **2007**
            
            
            **December
                31,**
              **2006**ASSETS
            
            (unaudited)CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            52,380
            
            
            $
            43,491Accounts
                receivableTrade,
                net
            
            
            154,254
            
            
            
            158,284Other
            
            
            10,732
            
            
            
            8,369Prepaid
                taxes
            
            
            86
            
            
            
            2,119Deferred
                taxes
            
            
            3,667
            
            
            
            3,433Prepaid
                expenses and other current assets
            
            
            4,795
            
            
            
            4,450TOTAL
                CURRENT ASSETS
            
            
            225,914
            
            
            
            220,146Restricted
                investments
            
            
            4,803
            
            
            
            3,017Property
                and equipment, net
            
            
            30,511
            
            
            
            26,974Other
                intangibles, net
            
            
            7,279
            
            
            
            7,502Goodwill,
                net
            
            
            225,448
            
            
            
            225,448Other
                assets
            
            
            1,457
            
            
            
            1,461TOTAL
                ASSETS
            
            $
            495,412
            
            
            $
            484,548LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIES:Accounts
                payableTrade
            
            $
            112,933
            
            
            $
            117,676Other
            
            
            6,035
            
            
            
            6,839Accrued
                expensesPayroll
            
            
            11,855
            
            
            
            18,294Other
            
            
            34,041
            
            
            
            26,617Related
                party payable
            
            
            -
            
            
            
            5,000TOTAL
                CURRENT LIABILITIES
            
            
            164,864
            
            
            
            174,426Non-current
                liabilities
            
            
            12,934
            
            
            
            7,691Deferred
                taxes
            
            
            41,792
            
            
            
            43,587STOCKHOLDERS'
                EQUITY:Preferred
                stock, $.01 par value;  2,000,000 shares
                authorized;  no shares issued or outstanding in 2007 and
                2006
            
            
            -
            
            
            
            -Common
                stockClass
                A:  $.01 par value;  97,337,700 shares authorized in
                2007; 41,224,792 shares issued and 38,827,937 outstanding in 2007;
                47,337,700 shares authorized in 2006;  41,224,792 shares issued
                and 38,943,122 outstanding in 2006
            
            
            412
            
            
            
            412Class
                B:  $.01 par value; 662,300 shares authorized; 662,296 shares
                issued and outstanding in 2007 and 2006
            
            
            7
            
            
            
            7Additional
                paid-in capital
            
            
            176,830
            
            
            
            179,203Purchase
                price in excess of predecessor basis, net of tax benefit of
                $10,306
            
            
            (15,458
            )
            
            
            (15,458
            )Retained
                earnings
            
            
            171,437
            
            
            
            146,243Treasury
                stock; at cost, 2,396,855 shares in 2007 and 2,281,670 shares in
                2006
            
            
            (57,406
            )
            
            
            (51,563
            )TOTAL
                STOCKHOLDERS' EQUITY
            
            
            275,822
            
            
            
            258,844TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            495,412
            
            
            $
            484,548See
                notes to unaudited condensed consolidated financial
                statements.


3


**HUB
                GROUP, INC.****UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME****(in
                thousands, except per share amounts)****Three
                Months**
            
            
            **Six
                Months****Ended
                June 30,**
            
            
            **Ended
                June 30,****2007**
            
            
            **2006**
            
            
            **2007**
            **2006**Revenue
            
            $
            401,565
            
            
            $
            395,296
            
            
            $
            794,862
            
            
            $
            752,060Transportation
                costs
            
            
            343,802
            
            
            
            339,805
            
            
            
            680,438
            
            
            
            649,196Gross
                margin
            
            
            57,763
            
            
            
            55,491
            
            
            
            114,424
            
            
            
            102,864Costs
                and expenses:Salaries
                and benefits
            
            
            24,177
            
            
            
            24,425
            
            
            
            49,787
            
            
            
            47,306General
                and administrative
            
            
            10,218
            
            
            
            9,726
            
            
            
            21,819
            
            
            
            18,695Depreciation
                and amortization
            
            
            1,203
            
            
            
            1,528
            
            
            
            2,375
            
            
            
            3,387Total
                costs and expenses
            
            
            35,598
            
            
            
            35,679
            
            
            
            73,981
            
            
            
            69,388Operating
                income
            
            
            22,165
            
            
            
            19,812
            
            
            
            40,443
            
            
            
            33,476Other
                income (expense):Interest
                expense
            
            
            (24
            )
            
            
            (25
            )
            
            
            (45
            )
            
            
            (43
            )Interest
                income
            
            
            611
            
            
            
            552
            
            
            
            1,256
            
            
            
            998Other,
                net
            
            
            55
            
            
            
            26
            
            
            
            58
            
            
            
            56Total
                other income
            
            
            642
            
            
            
            553
            
            
            
            1,269
            
            
            
            1,011Income
                from continuing operations before provision for income
                taxes
            
            
            22,807
            
            
            
            20,365
            
            
            
            41,712
            
            
            
            34,487Provision
                for income taxes
            
            
            9,032
            
            
            
            8,146
            
            
            
            16,518
            
            
            
            13,795Income
                from continuing operations
            
            
            13,775
            
            
            
            12,219
            
            
            
            25,194
            
            
            
            20,692Discontinued
                operations:Income
                from discontinued operations of HGDS
            
            
            -
            
            
            
            540
            
            
            
            -
            
            
            
            1,634Provision
                for income taxes
            
            
            -
            
            
            
            216
            
            
            
            -
            
            
            
            653Income
                from discontinued operations
            
            
            -
            
            
            
            324
            
            
            
            -
            
            
            
            981Net
                income
            
            $
            13,775
            
            
            $
            12,543
            
            
            $
            25,194
            
            
            $
            21,673Basic
                earnings per common shareIncome
                from continuing operations
            
            $
            0.35
            
            
            $
            0.30
            
            
            $
            0.64
            
            
            $
            0.51Income
                from discontinued operations
            
            $
            -
            
            
            $
            0.01
            
            
            $
            -
            
            
            $
            0.03Net
                income
            
            $
            0.35
            
            
            $
            0.31
            
            
            $
            0.64
            
            
            $
            0.54Diluted
                earnings per common shareIncome
                from continuing operations
            
            $
            0.35
            
            
            $
            0.29
            
            
            $
            0.64
            
            
            $
            0.50Income
                from discontinued operations
            
            $
            -
            
            
            $
            0.01
            
            
            $
            -
            
            
            $
            0.02Net
                income
            
            $
            0.35
            
            
            $
            0.30
            
            
            $
            0.64
            
            
            $
            0.52Basic
                weighted average number of shares outstanding
            
            
            39,043
            
            
            
            40,768
            
            
            
            39,150
            
            
            
            40,482Diluted
                weighted average number of shares outstanding
            
            
            39,538
            
            
            
            41,607
            
            
            
            39,652
            
            
            
            41,455See
                notes to unaudited condensed consolidated financial
                statements.




4




**HUB
                GROUP, INC****UNAUDITED
                CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’
                EQUITY****For
                the six months ended June 30, 2007****(in
                thousands, except shares)****June
                30,****2007**Class
                A & B Common Stock Shares OutstandingBeginning
                of year
            
            
            39,605,418Purchase
                of treasury shares
            
            
            (420,919
            )Treasury
                shares issued for restricted stock and stock options
                exercised
            
            
            305,734Ending
                balance
            
            
            39,490,233Class
                A & B Common Stock AmountBeginning
                of year
            
            $
            419Ending
                balance
            
            
            419Additional
                Paid-in CapitalBeginning
                of year
            
            
            179,203Exercise
                of non-qualified stock options
            
            
            (3,044
            )Share-based
                compensation expense
            
            
            1,923Tax
                benefit of share-based compensation plans
            
            
            2,430Issuance
                of restricted stock awards, net of forfeitures
            
            
            (3,682
            )Ending
                balance
            
            
            176,830Purchase
                Price in Excess of Predecessor Basis, Net of TaxBeginning
                of year
            
            
            (15,458
            )Ending
                balance
            
            
            (15,458
            )Retained
                EarningsBeginning
                of year
            
            
            146,243Net
                income
            
            
            25,194Ending
                balance
            
            
            171,437Treasury
                StockBeginning
                of year
            
            
            (51,563
            )Purchase
                of treasury shares
            
            
            (12,898
            )Issuance
                of restricted stock and exercise of stock options
            
            
            7,055Ending
                balance
            
            
            (57,406
            )Total
                stockholders’ equity
            
            $
            275,822See
                notes to unaudited condensed consolidated financial
                statements.

















5


**HUB
                GROUP, INC.****UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS****(in
                thousands)****Six
                Months Ended June 30,****2007**
            
            
            **2006**Cash
                flows from operating activities:Income
                from continuing operations
            
            $
            25,194
            
            
            $
            20,692Adjustments
                to reconcile income from continuing operations to net cashprovided
                by operating activities:Depreciation
                and amortization
            
            
            3,706
            
            
            
            4,233Deferred
                taxes
            
            
            3,034
            
            
            
            296Compensation
                expense related to share-based compensation plans
            
            
            1,923
            
            
            
            1,708(Gain)
                loss on sale of assets
            
            
            (117
            )
            
            
            12Changes
                in operating assets and liabilities excluding effects of purchase
                transaction:Restricted
                investments
            
            
            (1,786
            )
            
            
            (849
            )Accounts
                receivable, net
            
            
            1,667
            
            
            
            11,179Prepaid
                taxes
            
            
            2,033
            
            
            
            4,962Prepaid
                expenses and other current assets
            
            
            (345
            )
            
            
            (1,340
            )Other
                assets
            
            
            4
            
            
            
            239Accounts
                payable
            
            
            (5,547
            )
            
            
            (4,148
            )Accrued
                expenses
            
            
            985
            
            
            
            (2,552
            )Non-current
                liabilities
            
            
            180
            
            
            
            -Net
                cash provided by operating activities
            
            
            30,931
            
            
            
            34,432Cash
                flows from investing activities:Proceeds
                from sale of equipment
            
            
            550
            
            
            
            179Purchases
                of property and equipment
            
            
            (7,453
            )
            
            
            (2,364
            )Cash
                used in acquisition of Comtrak, Inc.
            
            
            (5,000
            )
            
            
            (39,883
            )Proceeds
                from the disposal of discontinued operations
            
            
            -
            
            
            
            12,203Net
                cash used in investing activities
            
            
            (11,903
            )
            
            
            (29,865
            )Cash
                flows from financing activities:Proceeds
                from stock options exercised
            
            
            329
            
            
            
            1,905Purchase
                of treasury stock
            
            
            (12,898
            )
            
            
            (173
            )Excess
                tax benefits from share-based compensation
            
            
            2,430
            
            
            
            7,797Net
                cash (used in) provided by financing activities
            
            
            (10,139
            )
            
            
            9,529Cash
                flows from operating activities of discontinued operations
            
            
            -
            
            
            
            1,848Cash
                flows used in investing activities of discontinued
                operations
            
            
            -
            
            
            
            (38
            )Net
                cash provided by discontinued operations
            
            
            -
            
            
            
            1,810Net
                increase in cash and cash equivalents
            
            
            8,889
            
            
            
            15,906Cash
                and cash equivalents beginning of period
            
            
            43,491
            
            
            
            36,133Cash
                and cash equivalents end of period
            
            $
            52,380
            
            
            $
            52,039Supplemental
                disclosures of cash paid for:Interest
            
            $
            45
            
            
            $
            42Income
                taxes
            
            $
            7,427
            
            
            $
            744See
                notes to unaudited condensed consolidated financial
                statements.













6





**HUB
      GROUP, INC.**





**NOTES
      TO UNAUDITED CONDENSED**


**CONSOLIDATED
      FINANCIAL STATEMENTS**





**NOTE
      1.                      Interim
      Financial Statements**





Our
      accompanying unaudited condensed
      consolidated financial statements of Hub Group, Inc. (“we”, “us” or “our”) have
      been prepared pursuant to the rules and regulations of the Securities and
      Exchange Commission.  Certain information and footnote disclosures
      normally included in annual financial statements have been condensed or omitted
      pursuant to those rules and regulations.  However, we believe that the
      disclosures contained herein are adequate to make the information presented
      not
      misleading.





The
      financial statements reflect, in
      our opinion, all material adjustments (which include only normal recurring
      adjustments) necessary to fairly present our financial position at June 30,
      2007
      and results of operations for the three months and six months ended June 30,
      2007 and 2006.





These
      unaudited condensed consolidated
      financial statements and notes thereto should be read in conjunction with the
      consolidated financial statements and notes thereto included in our Annual
      Report on Form 10-K for the year ended December 31, 2006.  Results of
      operations in interim periods are not necessarily indicative of results to
      be
      expected for a full year due partially to seasonality.





**NOTE
      2.                      Earnings
      Per Share**





The
      following is a reconciliation of our earnings per share (in thousands, except
      for per share data):





**Three
                Months Ended**
            
            
            **Three
                Months Ended****June
                30, 2007**
            
            
            **June
                30, 2006**Income
            
            
            Shares
            
            
            Per
                Share Amount
            
            
            Income
            
            
            Shares
            
            
            Per
                Share Amount**Basic
                EPS**Income
                from continuing operations
            
            $
            13,775
            
            
            
            39,043
            
            
            $
            0.35
            
            
            $
            12,219
            
            
            
            40,768
            
            
            $
            0.30Income
                from discontinued
              operations
            
            
            -
            
            
            
            39,043
            
            
            
            -
            
            
            
            324
            
            
            
            40,768
            
            
            
            0.01Net
                Income
            
            $
            13,775
            
            
            
            39,043
            
            
            $
            0.35
            
            
            $
            12,543
            
            
            
            40,768
            
            
            $
            0.31**Effect
                of Dilutive Securities**Stock
                options and restricted  stock
            
            
            
            
            
            
            495
            
            
            
            
            
            
            
            
            
            
            
            839**Diluted
                EPS**Income
                from continuing operations
            
            $
            13,775
            
            
            
            39,538
            
            
            $
            0.35
            
            
            $
            12,219
            
            
            
            41,607
            
            
            $
            0.29Income
                from discontinued
              operations
            
            
            -
            
            
            
            39,538
            
            
            
            -
            
            
            
            324
            
            
            
            41,607
            
            
            
            0.01Net
                Income
            
            $
            13,775
            
            
            
            39,538
            
            
            $
            0.35
            
            
            $
            12,543
            
            
            
            41,607
            
            
            $
            0.30
















7




**Six
                Months Ended**
            
            
            **Six
                Months Ended****June
                30, 2007**
            
            
            **June
                30, 2006**Income
            
            
            Shares
            
            
            Per
                Share Amount
            
            
            Income
            
            
            Shares
            
            
            Per
                Share Amount**Basic
                EPS**Income
                from continuing operations
            
            $
            25,194
            
            
            
            39,150
            
            
            $
            0.64
            
            
            $
            20,692
            
            
            
            40,482
            
            
            $
            0.51Income
                from discontinued
              operations
            
            
            -
            
            
            
            39,150
            
            
            
            -
            
            
            
            981
            
            
            
            40,482
            
            
            
            0.03Net
                Income
            
            $
            25,194
            
            
            
            39,150
            
            
            $
            0.64
            
            
            $
            21,673
            
            
            
            40,482
            
            
            $
            0.54**Effect
                of Dilutive Securities**Stock
                options and restricted  stock
            
            
            
            
            
            
            502
            
            
            
            
            
            
            
            
            
            
            
            973**Diluted
                EPS**Income
                from continuing operations
            
            $
            25,194
            
            
            
            39,652
            
            
            $
            0.64
            
            
            $
            20,692
            
            
            
            41,455
            
            
            $
            0.50Income
                from discontinued
              operations
            
            
            -
            
            
            
            39,652
            
            
            
            -
            
            
            
            981
            
            
            
            41,455
            
            
            
            0.02Net
                Income
            
            $
            25,194
            
            
            
            39,652
            
            
            $
            0.64
            
            
            $
            21,673
            
            
            
            41,455
            
            
            $
            0.52





**NOTE
      3.                      Debt**





We
      had
      $47.5 million of unused and available borrowings under our bank revolving line
      of credit at June 30, 2007.  We were in compliance with our debt
      covenants at June 30, 2007.





We
      have
      standby letters of credit that expire from 2007 to 2012.  As of June
      30, 2007, the outstanding letters of credit were $2.5 million.





**NOTE
      4.                      Commitments
      and Contingencies**





In
      March 2007, we entered into an
      equipment purchase contract with Singamas Management Services, Ltd. and Singamas
      North America, Inc.  We agreed to purchase 2,000 fifty-three foot dry
      freight steel domestic containers for approximately $19.4 million.  We
      have received 578 units as of June 30, 2007 and we expect delivery of the
      remainder by year end.  We entered into operating leases to finance
      these containers with terms of approximately 6 years.





We
      are a
      party to litigation incident to our business, including claims for freight
      lost
      or damaged in transit, freight improperly shipped or improperly billed, property
      damage and personal injury.  Some of the lawsuits to which we are
      party are covered by insurance and are being defended by our insurance
      carriers.  Some of the lawsuits are not covered by insurance and we
      are defending them.  Management does not believe that the outcome of
      this litigation will have a material adverse effect on our financial
      position.





**NOTE
      5.  Income Taxes**





Effective
      January 1, 2007, we adopted Financial Accounting Standards Board Interpretation
      No. 48 (“FIN 48”), “Accounting for Uncertainty in Income
      Taxes”.  Although the implementation of FIN 48 did not impact the
      amount of our liability for unrecognized tax benefits, we reclassified $4.0
      million of our liability for unrecognized tax benefits from deferred tax
      liabilities to non-current liabilities to conform with the balance sheet
      presentation requirements of FIN 48.  As of January 1, 2007, the
      amount of unrecognized tax benefits was $5.3 million of which $1.6 million
      would, if recognized, decrease our effective tax rate.  As of June 30,
      2007, the amount of unrecognized tax benefits was $5.2 million of which $1.7
      million would, if recognized, decrease our effective tax rate.





Hub
      Group, Inc. or its subsidiaries are subject to income tax in the U.S. federal
      jurisdiction and numerous state jurisdictions.  The Internal Revenue
      Service (“IRS”) has completed its examinations of our federal income tax returns
      for the tax years 2000 through 2004.  However, tax years 1997 and 2003
      through 2006 remain open to examination by the major tax jurisdictions to which
      we are subject.





During
      its examination of our 1997 federal income tax return, the IRS proposed to
      reclassify our allocation of a significant amount of tax basis in fixed assets
      to non-amortizable intangibles. This dispute is being reviewed by the IRS Office
      of Appeals, and it is reasonably possible that it will be resolved by December
      31, 2007 resulting in a decrease in our liability for uncertain tax positions
      of
      up to $4.0 million.  Should the decrease occur, it would have a
      positive impact on our effective tax rate of up to $1.4 million and the
      remaining $2.6 million decrease in our liability for uncertain tax positions
      would be reclassified as additional deferred tax liability.




8




We
      recognize accrued interest expense and penalties related to unrecognized tax
      benefits in our provision for income taxes.  At January 1, 2007,
      accrued interest was $2.1 million, or $1.3 million net of income
      tax.  During the six months ended June 30, 2007, $0.1 million of
      interest expense, net of tax, was recognized in our provision for income
      taxes.























































































9


**HUB
      GROUP, INC.**





**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL**


**CONDITION
      AND RESULTS OF OPERATIONS**








**OUTLOOK,
      RISKS AND UNCERTAINTIES**





The
      information contained in this
      quarterly report contains forward-looking statements within the meaning of
      the
      Private Securities Litigation Reform Act of 1995.  Words such as
“expects,” “hopes,” “believes,” “intends,” “estimates,” “anticipates,” and
      variations of these words and similar expressions are intended to identify
      these
      forward-looking statements.  Forward-looking statements are inherently
      uncertain and subject to risks.  Such statements should be viewed with
      caution.  Actual results or experience could differ materially from
      the forward-looking statements as a result of many factors.  We assume
      no liability to update any such forward-looking statements contained in this
      quarterly report.  Factors that could cause our actual results to
      differ materially include:





·
            the
                degree and rate of market growth in the domestic intermodal, truck
                brokerage and logistics markets we
                serve;


·
            deterioration
                in our relationships with existing railroads or adverse changes to
                the
                railroads’ operating rules;


·
            changes
                in rail service conditions or adverse weather
                conditions;


·
            further
                consolidation of railroads;


·
            the
                impact of competitive pressures in the marketplace, including entry
                of new
                competitors, direct marketing efforts by the railroads or marketing
                efforts of asset-based carriers;


·
            changes
                in rail, drayage and trucking company
                capacity;


·
            railroads
                moving away from ownership of intermodal
                assets;


·
            equipment
                shortages or equipment surplus;


·
            changes
                in the cost of services from rail, drayage, truck or other
                vendors;


·
            labor
                unrest in the rail, drayage or trucking company
                communities;


·
            general
                economic and business conditions;


·
            fuel
                shortages or fluctuations in fuel
                prices;


·
            increases
                in interest rates;


·
            changes
                in homeland security or terrorist
                activity;


·
            difficulties
                in maintaining or enhancing our information technology
                systems;


·
            changes
                to or new governmental regulation;


·
            loss
                of several of our largest
                customers;


·
            inability
                to recruit and retain key
                personnel;


·
            inability
                to recruit and maintain drivers and owner
                operators;


·
            changes
                in insurance costs and claims expense;
                and


·
            inability
                to close and successfully integrate any future business
                combinations





**EXECUTIVE
      SUMMARY**





Hub
      Group, Inc.  (“we”, “us” or “our”) is the largest intermodal marketing
      company (“IMC”) in the United States and a full service transportation provider
      offering intermodal, truck brokerage and logistics services.  We
      operate through a nationwide network of operating centers.





As
      an
      IMC, we arrange for the movement of our customers’ freight in containers and
      trailers over long distances.  We contract with railroads to provide
      transportation for the long-haul portion of the shipment and with local trucking
      companies, known as “drayage companies,” for local pickup and
      delivery.  As part of the intermodal services, we negotiate rail and
      drayage rates, electronically track shipments in transit, consolidate billing
      and handle claims for freight loss or damage on behalf of our
      customers.




Through
      our subsidiary Comtrak Logistics, Inc. (“Comtrak”), we acquired substantially
      all the assets of Comtrak Inc. at the close of business on February 28,
      2006.  Comtrak is a transportation company whose services include
      primarily rail and international drayage for the intermodal
      sector.  The results of Comtrak are included in our results of
      operations from March 1, 2006.





10


Our
      drayage services are provided by our subsidiaries, Comtrak and Quality Services,
      LLC (“QS”) who assist us in providing reliable, cost effective intermodal
      services to our customers.  Our subsidiaries have terminals in
      Atlanta, Birmingham, Charleston, Charlotte, Chattanooga, Chicago, Cleveland,
      Columbus, Dallas, Houston, Huntsville, Jacksonville, Kansas City, Los Angeles,
      Memphis, Nashville, Perry, Savannah, St. Louis, Stockton, and
      Tampa.  At June 30, 2007, QS and Comtrak owned 318 tractors, leased 44
      tractors, leased or owned 701 trailers and employed 328 drivers and contracted
      with 789 owner-operators.





We
      also
      arrange for the transportation of freight by truck, providing customers with
      another option for their transportation needs.   We match the
      customers’ needs with carriers’ capacity to provide the most effective service
      and price combinations.  As part of our truck brokerage services, we
      negotiate rates, track shipments in transit and handle claims for freight loss
      or damage on behalf of our customers.





Our
      logistics service consists of complex transportation management services,
      including load consolidation, mode optimization and carrier
      management.  These service offerings are designed to take advantage of
      the increasing trend for shippers to outsource all or a greater portion of
      their
      transportation needs.





We
      have
      full time marketing representatives throughout North America who service local,
      regional and national accounts.  We believe that fostering long-term
      customer relationships is critical to our success and allows us to better
      understand our customers’ needs and specifically tailor our transportation
      services to them.





One
      of
      our primary goals is to grow our net income.  We achieved this growth
      through an increase in revenue and margin from our existing transportation
      customers, winning new customers and the acquisition of Comtrak.  Our
      yield management group works with sales and operations to enhance customer
      margins.  Our top 50 customers’ revenue represents approximately 51.8%
      of our revenue.





We
      use
      various performance indicators to manage our business.  We closely
      monitor margin and gains and losses for our top 50 customers and loads with
      negative margins.  We also evaluate on-time performance, costs per
      load by location and daily sales outstanding by location.  Vendor cost
      changes and vendor service issues are also monitored closely.





Substantially
      all of the assets of Hub Group Distribution Services, LLC (“HGDS” or “Hub
      Distribution”) were sold to the President of the former subsidiary on May 1,
      2006.  Accordingly, the results of operations of HGDS for the current
      and prior periods have been reported as discontinued operations, including
      their
      revenue through April 30, 2006 of $4.8 million.












































11


**RESULTS
      OF OPERATIONS**





The
      following table summarizes our revenue by business line (in
      thousands):





**Three
                Months Ended**
            
            
            **Six
                Months Ended****June
                30,**
            
            
            **June
                30,****%**
            
            
            
            
            
            
            
            
            **%****2007**
            
            
            **2006**
            
            
            **Change**
            
            
            **2007**
            
            
            **2006**
            
            
            **Change****Revenue**Intermodal
            
            $
            300,877
            
            
            $
            285,879
            
            
            
            5.2
            %
            
            $
            588,710
            
            
            $
            546,571
            
            
            
            7.7
            %Truck
                brokerage
            
            
            73,238
            
            
            
            78,139
            
            
            
            (6.3
            )
            
            
            147,818
            
            
            
            147,676
            
            
            
            0.1Logistics
            
            
            27,450
            
            
            
            31,278
            
            
            
            (12.2
            )
            
            
            58,334
            
            
            
            57,813
            
            
            
            0.9**Total
                revenue from continuing operations**
            
            $
            401,565
            
            
            $
            395,296
            
            
            
            1.6
            %
            
            $
            794,862
            
            
            $
            752,060
            
            
            
            5.7
            %








The
      following table includes certain items in the consolidated statements of income
      as a percentage of revenue:





**Three
                Months Ended**
            
            
            **Six
                Months Ended****June
                30,**
            
            
            **June
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Revenue
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %Transportation
                costs
            
            
            85.6
            
            
            
            86.0
            
            
            
            85.6
            
            
            
            86.3Gross
                margin
            
            
            14.4
            
            
            
            14.0
            
            
            
            14.4
            
            
            
            13.7Costs
                and expenses:Salaries
                and benefits
            
            
            6.0
            
            
            
            6.1
            
            
            
            6.3
            
            
            
            6.3General
                and administrative
            
            
            2.6
            
            
            
            2.5
            
            
            
            2.7
            
            
            
            2.5Depreciation
                and amortization
            
            
            0.3
            
            
            
            0.4
            
            
            
            0.3
            
            
            
            0.4Total
                costs and expenses
            
            
            8.9
            
            
            
            9.0
            
            
            
            9.3
            
            
            
            9.2Operating
                income
            
            
            5.5
            
            
            
            5.0
            
            
            
            5.1
            
            
            
            4.5Other
                income:Interest
                income
            
            
            0.2
            
            
            
            0.1
            
            
            
            0.1
            
            
            
            0.1Total
                other income
            
            
            0.2
            
            
            
            0.1
            
            
            
            0.1
            
            
            
            0.1Income
                from continuing operations before provision for income
                taxes
            
            
            5.7
            
            
            
            5.1
            
            
            
            5.2
            
            
            
            4.6Provision
                for income taxes
            
            
            2.3
            
            
            
            2.0
            
            
            
            2.0
            
            
            
            1.8Income
                from continuing operations
            
            
            3.4
            %
            
            
            3.1
            %
            
            
            3.2
            %
            
            
            2.8
            %

















12




*Three
      Months Ended June 30, 2007 Compared to the Three Months Ended June 30,
      2006*





**Revenue**





Revenue
      increased 1.6% to $401.6
      million in 2007 from $395.3 million in 2006.  Intermodal revenue
      increased 5.2% to $300.9 million due primarily to an increase in
      volume.  The volume growth came from our wholesale business, new
      business from recent bids and domestic reload business. We handled approximately
      50,000 domestic reloads for the year ended 2006. Truck brokerage
      revenue declined 6.3% to $73.2 million due primarily to a decrease in
      volume.  Logistics revenue decreased 12.2% to $27.5 million primarily
      as a result of a change in contract structure and reporting with an existing
      customer.  Hub Distribution’s revenue has been reclassified to
      discontinued operations due to its sale on May 1, 2006.





**Gross
      Margin**





Gross
      margin increased 4.1% to $57.8
      million in 2007 from $55.5 million in 2006.  This margin expansion
      comes primarily from an increase in intermodal volume and doing more of our
      own
      drayage.  As a percent of revenue, gross margin has increased to 14.4%
      in 2007 from 14.0% in 2006.  The increase in gross margin as a
      percentage of revenue is due primarily to drayage efficiencies.





S**alaries
      and Benefits**





As
      a percentage of revenue, salaries
      and benefits decreased slightly to 6.0% in 2007 from 6.1% in
      2006.  Salaries and benefits decreased to $24.2 million in 2007 from
      $24.4 million in 2006.  This is due primarily to a decrease in
      incentive compensation.  Headcount as of June 30, 2007 was 1,096 which
      excludes drivers as driver costs are included in transportation
      costs.





**General
      and Administrative**





General
      and administrative expenses increased to $10.2 million in 2007 from $9.7 million
      in 2006.  As a percentage of revenue, these expenses increased
      slightly to 2.6% in 2007 from 2.5% in 2006.  The increase in general
      and administrative expenses is due primarily to increases in computer costs,
      insurance costs, professional services and travel costs partially offset by
      a
      favorable lease termination agreement.





**Depreciation
      and Amortization**





Depreciation
      and amortization decreased
      to $1.2 million in 2007 from $1.5 million in 2006.  This expense as a
      percentage of revenue decreased to 0.3% in 2007 from 0.4% in
      2006.   The decrease in depreciation and amortization is due
      primarily to lower computer software depreciation as some of our software was
      fully depreciated in earlier years.





**Other
      Income (Expense)**





Interest
      income remained constant at
      $0.6 million for 2007 and 2006.





**Provision
      for Income Taxes**





The
      provision for income taxes
      increased to $9.0 million in 2007 compared to $8.1 million in
      2006.  We provided for income taxes using an effective rate of 39.6%
      in 2007 and an effective rate of 40.0% in the second quarter of
      2006.  The decrease in the effective tax rate is primarily a
      consequence of our change in the timing of restricted stock award grants and
      vesting.





**Income
      from Continuing Operations**





Income
      from continuing operations
      increased to $13.8 million in 2007 from $12.2 million in 2006 due primarily
      to
      higher gross margin and lower depreciation and amortization
      expense.





**Income
      from Discontinued Operations**





Income
      from discontinued operations
      includes income from the operations of HGDS.  This income was $0.3
      million for the three months ended June 30, 2006.





13


**Earnings
      Per Common Share**





Basic
      earnings per share from
      continuing operations was $0.35 in 2007 and $0.30 in 2006.  Basic
      earnings per share from discontinued operations was $0.01 in
      2006.  Basic earnings per share was $0.35 for 2007 and $0.31 for
      2006.  Diluted earnings per share from continuing operations increased
      to $0.35 in 2007 from $0.29 in 2006.  Diluted earnings per share from
      discontinued operations was $0.01 in 2006. Diluted earnings per share were
      $0.35
      for 2007 and $0.30 for 2006.





*Six Months
      Ended June 30, 2007 Compared to the Six Months Ended June 30,
      2006*





**Revenue**





Revenue
      increased 5.7% to $794.9
      million in 2007 from $752.1 million in 2006.  Intermodal revenue
      increased 7.7% to $588.7 million due primarily to a 4.8% increase in volume,
      a
      2.6% increase related to Comtrak and a 0.3% combined increase related to price,
      mix and fuel surcharges.  Truck brokerage revenue was fairly flat at
      $147.8 million due primarily to an increase in revenue per load from price
      increases and mix offset by a decrease in volume.  Logistics revenue
      increased 0.9% to $58.3 million as a result of increased business from existing
      customers.  Hub Distribution’s revenue has been reclassified to
      discontinued operations due to its sale on May 1, 2006.





**Gross
      Margin**





Gross
      margin increased 11.2% to $114.4
      million in 2007 from $102.9 million in 2006.  This margin expansion
      comes from Comtrak and an increase in volume from intermodal
      business.  As a percent of revenue, gross margin has increased to
      14.4% in 2007 from 13.7% in 2006.  The increase in gross margin as a
      percentage of revenue is due to performing more of our own drayage more
      efficiently and better brokerage margin.





**Salaries
      and Benefits**





As
      a percentage of revenue, salaries
      and benefits remained constant at 6.3% for 2007 and 2006.  Salaries
      and benefits increased to $49.8 million in 2007 from $47.3 million in
      2006.  The majority of the increase relates to Comtrak since we owned
      them two additional months in 2007.  In the first half of 2007, we
      recorded $0.4 million of severance expense.





**General
      and Administrative**





General
      and administrative expenses increased to $21.8 million for 2007 from $18.7
      million in 2006.  As a percentage of revenue, these expenses increased
      to 2.7% in 2007 from 2.5% in 2006.  The increase relates primarily to
      Comtrak and to increased spending on consultants of approximately $1.2 million
      related to a marketing project.





**Depreciation
      and Amortization**





Depreciation
      and amortization decreased
      to $2.4 million in 2007 from $3.4 million in 2006.  This expense as a
      percentage of revenue decreased to 0.3% in 2007 from 0.4% in
      2006.   The decrease in depreciation and amortization is due
      primarily to lower computer software depreciation as some of our software was
      fully depreciated in earlier years.





**Other
      Income (Expense)**





Interest
      income increased to $1.3
      million in 2007 from $1.0 million in 2006.  The increase in interest
      income is due to a higher average investment balance and higher interest rates
      in 2007.





**Provision
      for Income Taxes**





The
      provision for income taxes
      increased to $16.5 million in 2007 compared to $13.8 million in
      2006.  We provided for income taxes using an effective rate of 39.6%
      in 2007 and an effective rate of 40.0% in 2006.  The decrease in the
      effective tax rate is primarily a consequence of our change in the timing of
      restricted stock award grants and vesting.





14


**Income
      from Continuing Operations**





Income
      from continuing operations
      increased to $25.2 million in 2007 from $20.7 million in 2006 due primarily
      to
      higher gross margin, lower depreciation and amortization expense and higher
      interest income.




**Income
      from Discontinued Operations**





Income
      from discontinued operations
      includes income from the operations of HGDS.  This income was $1.0
      million for the six months ended June 30, 2006.





**Earnings
      Per Common Share**





Basic
      earnings per share from
      continuing operations was $0.64 in 2007 and $0.51 in 2006.  Basic
      earnings per share from discontinued operations was $0.03 in
      2006.  Basic earnings per share was $0.64 for 2007 and $0.54 for
      2006.  Diluted earnings per share from continuing operations increased
      to $0.64 in 2007 from $0.50 in 2006.  Diluted earnings per share from
      discontinued operations was $0.02 in 2006. Diluted earnings per share was $0.64
      for 2007 and $0.52 for 2006.








**CRITICAL
      ACCOUNTING POLICIES**





The
      preparation of financial statements
      in conformity with U.S. generally accepted accounting principles requires
      management to make estimates and assumptions.  In certain
      circumstances, those estimates and assumptions can affect amounts reported
      in
      the accompanying consolidated financial statements.  We have made our
      best estimates and judgments of certain amounts included in the financial
      statements, giving due consideration to materiality.  We do not
      believe there is a great likelihood that materially different amounts would
      be
      reported related to the accounting policies described below.  However,
      application of these accounting policies involves the exercise of judgment
      and
      use of assumptions as to future uncertainties and, as a result, actual results
      could differ from these estimates.  Note 1 of the “Notes to
      Consolidated Financial Statements” in our Annual Report on Form 10-K for the
      year ended December 31, 2006, includes a summary of the significant accounting
      policies and methods used in the preparation of our consolidated financial
      statements.  The following is a brief discussion of the changes that
      occurred during 2007 to the significant accounting policies and estimates
      disclosed in Note 1 of the “Notes to Consolidated Financial Statements” in our
      Annual Report on Form 10-K for the year ended December 31, 2006.





**New
      Pronouncement**





Effective
      January 1, 2007, the Company
      adopted FASB Interpretation No. 48 (“FIN48”), Accounting for Uncertainty in
      Income Taxes, which is an interpretation of SFAS No. 109, Accounting for Income
      Taxes.  Although the implementation of FIN 48 did not impact the
      amount of our liability for unrecognized tax benefits, we did reclassify $4.0
      million of our liability for unrecognized tax benefits from deferred tax
      liabilities to non-current liabilities to conform with the balance sheet
      presentation requirements of FIN 48. FIN 48 clarifies the accounting for income
      taxes by prescribing the minimum recognition threshold a tax position is
      required to meet before being recognized in the financial
      statements.  FIN 48 also provides guidance on derecognition,
      measurement, classification, interest and penalties, accounting in interim
      periods, disclosure and transition.  In addition, FIN 48 clearly
      scopes out income taxes from Financial Accounting Standards Board Statement
      No.
      5, Accounting for Contingencies.







**LIQUIDITY
      AND CAPITAL RESOURCES**





During
      2007, we have funded operations,
      capital expenditures, the earn out payment related to the Comtrak acquisition
      and our stock buy back through cash flows from operations.





Cash
      provided by operating activities
      for the six months ended June 30, 2007, was approximately $30.9 million, which
      resulted primarily from income from continuing operations of $25.2 million
      and
      non-cash charges of $8.5 million, partially offset by the change in operating
      assets and liabilities of $2.8 million.





Net
      cash used in investing activities
      for the six months ended June 30, 2007, was $11.9 million and related primarily
      to capital expenditures of $7.5 million primarily related to tractors for the
      Comtrak operations and the $5.0 million earn out payment made to the former
      owner of Comtrak, partially offset by $0.6 million of cash generated from the
      sale of equipment.   We expect capital expenditures to be
      approximately $10.0 to $11.0 million for all of 2007.





15


The
      net cash used in financing
      activities for the six months ended June 30, 2007, was $10.1
      million.  We generated $0.3 million of cash from stock options being
      exercised and used $12.9 million of cash to purchase treasury
      stock.  We also reported $2.5 million of excess tax benefits from
      share-based compensation as a financing cash in-flow.





We
      had $47.5 million of unused and
      available borrowings under our bank revolving line of credit at June 30,
      2007.  We were in compliance with our debt covenants at June 30,
      2007.





We
      have
      standby letters of credit that expire from 2007 to 2012.  As of June
      30, 2007, the outstanding letters of credit were $2.5 million.





The
      $5.0 million related party payable
      was paid out during the first quarter of 2007.  This amount relates to
      the 2006 earn out payment due to the former owner of Comtrak.  A
      similar amount will be paid in 2008 if the 2007 earn out is
      achieved.





We
      spent approximately $12.5 million on
      stock repurchases in 2007.  We have authorization to spend an
      additional $62.5 million to purchase common stock through June of 2008. We
      may
      make additional purchases from time to time as market conditions
      warrant.





**Contractual
      Obligations**





Our
      contractual cash obligations as of
      June 30, 2007 are minimum rental commitments.  We have a ten year
      lease agreement for a building and property (Comtrak’s Memphis facility) with a
      related party, the President of Comtrak.  Minimum annual rental
      commitments, at June 30, 2007, under non-cancelable operating leases,
      principally for real estate, containers and equipment are payable as follows
      (in
      thousands):








2007
            
            $
            10,6112008
            
            
            17,5632009
            
            
            14,5312010
            
            
            12,5832011
            
            
            11,7902012
                and thereafter
            
            
            14,798$
            81,876





In
      March 2007, we entered into an
      equipment purchase contract with Singamas Management Services, Ltd. and Singamas
      North America, Inc.  We agreed to purchase 2,000 fifty-three foot dry
      freight steel domestic containers for approximately $19.4 million.  We
      have received 578 units as of June 30, 2007 and we expect delivery of the
      remainder by year end.  We entered into operating leases to finance
      these containers with terms of approximately 6 years.   The
      commitments for the containers we have received are included in the table
      above.





**Deferred
      Compensation**





Under
      our Nonqualified Deferred
      Compensation Plan (the “Plan”), participants can elect to defer certain
      compensation.  Payments under the Plan are due as follows as of June
      30, 2007 (in thousands):





2007
            
            $
            -2008
            
            
            1,8992009
            
            
            9802010
            
            
            1,5522011
            
            
            6282012
                and thereafter
            
            
            4,589$
            9,648














16


**QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





We
      are exposed to market risk related
      to changes in interest rates on our bank line of credit which may adversely
      affect our results of operations and financial condition.








**CONTROLS
      AND PROCEDURES**





As
      of
      June 30, 2007, an evaluation was carried out under the supervision and with
      the
      participation of our management, including our Chief Executive Officer and
      Chief
      Financial Officer, of the effectiveness of our disclosure controls and
      procedures.   Based upon this evaluation, the Chief Executive
      Officer and Chief Financial Officer concluded that these disclosure controls
      and
      procedures were effective as of June 30, 2007.  There have been no
      changes in our internal control over financial reporting identified in
      connection with such evaluation that occurred during the last fiscal quarter
      that has materially affected, or is reasonably likely to materially affect,
      our
      internal control over financial reporting.





































































17


**PART
      II.                      Other  Information**





**Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds**





On
      October 26, 2006, our Board of Directors authorized the purchase of up to $75.0
      million of our Class A Common Stock.  This authorization expires June
      30, 2008.  We intend to hold the repurchased shares in treasury for
      future use.  During the first six months we made purchases of 408,205
      shares at a value of approximately $12.5 million.  We may make
      additional purchases from time to time as market conditions
      warrant.





The
      following table displays the number of shares purchased and the maximum value
      of
      shares that may yet be purchased under the plan:





**Total
                Number of Shares Purchased**
            
            
            **Average
                Price Paid Per Share**
            
            
            **Total
                Number of Shares Purchased as Part of Publicly Announced
                Plan**
            
            
            **Maximum
                Value of Shares that May Yet Be Purchased Under the Plan (in
                000’s)**January
                1 to
              January
                31
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            75,000February
                1 to
              February
                28
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            75,000March
                1 to
              March
                31
            
            
            408,205
            
            
            $
            30.62
            
            
            
            408,205
            
            
            
            62,500April
                1 to
              April
                30
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            62,500May
                1 to
              May
                31
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            62,500June
                1 to
              June
                30
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            62,500Total
            
            
            408,205
            
            
            $
            30.62
            
            
            
            408,205
            
            
            $
            62,500





**Item
      4.  Submission of Matters to a Vote of Security
      Holders**





The
      2007
      Annual Meeting of Stockholders of Hub Group, Inc. was held on May 7,
      2007.  All six of the directors were re-elected with the following
      votes:  Phillip C. Yeager:  73,554,861 for and 15,194,348
      votes withheld; David P. Yeager:  73,586,656 for and 15,162,553 votes
      withheld; Mark A. Yeager: 72,878,789 for and 15,870,420 votes withheld; Gary
      D.
      Eppen: 82,919,285 for and 5,829,924 votes withheld; Charles R. Reaves:
      85,988,048 for and 2,761,161 votes withheld; Martin P. Slark: 85,988,965 for
      and
      2,760,244 votes withheld.





The
      stockholders approved an amendment to the Certificate of Incorporation to
      increase the authorized shares of the corporation with 84,614,229 votes for,
      4,099,623 votes against and 35,537 votes abstaining.  The stockholders
      approved the amendment and restatement of the Company’s 2002 Long Term Incentive
      Plan with 81,702,304 votes for, 4,574,229 votes against, 211,949 votes
      abstaining and 2,260,727 non-votes.  The stockholders approved the
      2006 performance-based awards under the 2002 Long-Term Incentive Plan with
      85,328,727 votes for, 923,756 votes against, 235,999 votes abstaining and
      2,260,727 non-votes.





**Item
      6.  Exhibits**





The
      exhibits included as part of the
      Form 10-Q are set forth in the Exhibit Index immediately preceding such Exhibits
      and are incorporated herein by reference.









18





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned hereunto
      duly authorized.







HUB
              GROUP, INC.DATE:
              July 23,
              2007
            /s/
              Terri A. PizzutoTerri
              A. PizzutoExecutive
              Vice President, Chief FinancialOfficer
              and Treasurer(Principal
              Financial Officer)







































**EXHIBIT
      INDEX**





Exhibit
      No.                      Description








3.1
            Complete
                copy of Articles of Incorporation, as
                amended





10.1
            Asset
                Purchase Agreement, dated June 6, 2007, by and among Hub Group, Inc.,
                Comtrak Logistics, Inc., Hub City Terminals, Inc.,  Interdom
                Partners, Commercial Cartage, Inc., Pride Logistics, L.L.C. and the
                other
                parties signatory thereto. (incorporated by reference to Exhibit
                10.1 to
                the Registrant’s report on Form 8-K filed June 8, 2007, File No.
                000-27754)





10.2
            Termination
                letter, dated July 9, 2007, by and among Comtrak Logistics, Inc.,
                Hub City
                Terminals, Inc., Interdom Partners, Commercial Cartage, Inc. and
                Pride
                Logistics, L.L.C. (incorporated by reference to Exhibit 10.2 to the
                Registrant’s report on Form 8-K filed July 10, 2007, File No.
                000-27754)





31.1
            Certification
                of David P. Yeager, Vice Chairman and Chief Executive Officer, Pursuant
                to
                Rule 13a-14(a) under the Securities Exchange Act of
                1934.





31.2
            Certification
                of Terri A. Pizzuto, Executive Vice President, Chief Financial Officer
                and
                Treasurer, Pursuant to Rule 13a-14(a) under the Securities Exchange
                Act of
                1934.





32.1
            Certification
                of David P. Yeager and Terri A. Pizzuto, Chief Executive Officer
                and Chief
                Financial Officer, respectively, Pursuant to 18 U.S.C. Section
                1350.








**EXHIBIT
      3.1**




CERTIFICATE
      OF INCORPORATION




OF




HUB
      GROUP, INC.




FIRST:                                The
      name of the Corporation is Hub Group, Inc.




SECOND:                 
              The address of the Corporation’s
      registered office in the State of Delaware is 1209 Orange Street, in the City
      of
      Wilmington, County of New Castle.  The name of its registered agent at
      such address is The Corporation Trust Company.




THIRD:                               The
      nature of the business or purpose to be conducted or promoted by the Corporation
      is to engage in any lawful act or activity for which corporations may be
      organized under the General Corporation Law of the State of
      Delaware.




FOURTH:




Section
      1.                      Authorized
      Stock.  The total number of shares of capital stock which the
      Corporation shall have authority to issue is 100,000,000 consisting of
      97,337,700 shares of Class A Common Stock with a par value of $0.01 per share
      (“Class A Common Stock”), 662,300 shares of Class B Common Stock with a par
      value of $0.01 per share (“Class B Common Stock”) and 2,000,000 shares of
      Preferred Stock with a par value of $0.01 per share (“Preferred
      Stock”).  The number of authorized shares of any class of stock of the
      Corporation may be increased or decreased by the affirmative vote of the holders
      of a majority of the votes of the Corporation entitled to be cast, voting
      together as a single class.




Section
      2.                      Liquidation.  Subject
      to any preferential rights in favor of any class of Preferred Stock, upon
      liquidation or dissolution of the Corporation, each issued and outstanding
      share
      of Class A Common Stock and each issued and outstanding share of Class B Common
      Stock shall be entitled to participate pro rata in the assets of the Corporation
      remaining after payment of, or adequate provision for, all known debts and
      liabilities of the Corporation.




Section
      3.                      Class
      A Common Stock Voting Rights.  Each issued and outstanding share
      of Class A Common Stock shall entitle the holder thereof to one vote on all
      matters presented for a vote of stockholders.




Section
      4.                 
    Class B Common Stock.




(a)           Voting.  Subject
      to the provisions for adjustment as set forth in Section 4(e) of this Article
      FOURTH, each issued and outstanding share of Class B Common Stock shall entitle
      the holder thereof to twenty (20) votes on all matters presented for a vote
      of
      stockholders and, except as required by applicable law, such shares shall be
      voted together with all issued and outstanding shares of Class A Common Stock
      as
      a single class.




(b)           Dividends.  Each
      issued and outstanding share of Class B Common Stock shall entitle the holder
      thereof to receive, when and as declared by the Board of Directors, out of
      funds
      legally available therefor, a dividend equal to the dividend which each share
      of
      Class A Common Stock entitles the holder thereof to receive when and as declared
      by the Board of Directors out of funds legally available therefor.  If
      a dividend or distribution payable in shares of Class B Common Stock is declared
      by the Board of Directors in respect of the outstanding shares of Class B Common
      Stock, the Board of Directors shall declare a simultaneous dividend or
      distribution payable in shares of Class A Common Stock in respect of the
      outstanding shares of Class A Common Stock.  The Corporation shall not
      effect any subdivision, consolidation, reclassification or other change in
      the
      shares of Class B Common Stock unless the Corporation shall simultaneously
      effect an equivalent subdivision, reclassification or other change in the shares
      of Class A Common Stock.




(c)           Conversion.  Each
      issued and outstanding share of Class B Common Stock shall, at any time and
      from
      time to time, at the option of, and without cost to, the holder thereof, be
      convertible into a share of Class A Common Stock.  Upon any such
      conversion, the shares of Class B Common Stock surrendered in connection with
      such conversion shall be cancelled and may not be reissued.




(d)           Transfer.  Upon
      any Transfer of shares of Class B Common Stock (other than a Transfer to a
      Permitted Transferee), the shares of Class B Common Stock so transferred shall
      automatically and without any further action by the Corporation be converted
      into an equivalent number of shares of Class A Common Stock.  Upon any
      such conversion, the shares of Class B Common Stock surrendered in connection
      with such conversion shall be cancelled.  For purposes of this
      Certificate of Incorporation, the term "Transfer”
      shall mean any transaction by which a holder of Class B Common Stock purports
      to
      assign shares of Class B Common Stock to another individual, corporation,
      proprietorship, firm, partnership, limited partnership, trust, association
      or
      other entity and shall include a sale, assignment, gift, bequest, pledge,
      encumbrance, hypothecation, mortgage or any other disposition by law or
      otherwise.  For purposes of this Certificate of Incorporation, the
      term “Permitted Transferee” shall mean Phillip C. Yeager, the descendants
      (whether natural or adopted) of Phillip C. Yeager, the spouse of Phillip C.
      Yeager or any descendant (whether natural or adopted) of Phillip C. Yeager,
      an
      estate of any of the foregoing, any trust for the primary benefit of any one
      or
      more of the foregoing and any corporation, proprietorship, firm, partnership,
      limited partnership, trust, association or other entity, all of the outstanding
      equity securities of which are owned by any one or more of the
      foregoing.




(e)           Adjustments.  In
      the event that the Corporation shall at any time (i) declare any dividend on
      the
      outstanding shares of Class A Common Stock payable in shares of Class A Common
      Stock, (ii) subdivide the outstanding shares of Class A Common Stock or (iii)
      combine the outstanding shares of Class A Common Stock into a smaller number
      of
      share, then in each such case the number of votes per share to which holders
      of
      shares of Class B Common Stock were entitled immediately prior to such event
      shall be adjusted by multiplying such number by a fraction, the numerator of
      which is the number of shares of Class A Common Stock outstanding immediately
      after such event and the denominator of which is the number of shares of Class
      A
      Common Stock that were outstanding immediately prior to such
      event.  Similar adjustments shall be made to the amount of dividends
      and amounts to be received upon liquidation or dissolution to which the holders
      of Class B Common Stock are entitled upon the occurrence of any of the events
      described in the preceding sentence.




(f)           Merger,
      Consolidation, etc.  In any merger, consolidation or business
      combination to which the Corporation is a party, holders of Class A Common
      Stock
      and Class B Common Stock, shall receive the same kind and amount of
      consideration as that received by holders of the other class; provided,
however, that in any such transaction in which holders of Class A
      Common
      Stock and Class B Common Stock are to receive shares of capital stock in another
      entity, the terms of the shares to be received by holders of Class B Common
      Stock may differ from the terms of the shares to be received by holders of
      Class
      A Common Stock only as to voting rights and only to the extent that voting
      rights differ between shares of Class A Common Stock and Class B Common Stock
      under this Certificate of Incorporation.




Section
      5.                      Preferred
      Stock.  The Board of Directors is authorized, subject to
      limitations prescribed by law, to provide for the issuance of the Preferred
      Stock in series, and by filing a certificate pursuant to the applicable law
      of
      the State of Delaware, to establish from time to time the number of shares
      to be
      included in each such series, and to fix the designation, powers, preferences
      and rights of the shares of each such series and the qualifications, limitations
      or restrictions thereof.  The authority of the Board of Directors with
      respect to each series shall include, but not be limited to, determination
      of
      the following:




(a)           The
      number of shares constituting that series and the distinctive designation of
      that series;




(b)           The
      rate of dividend, if any, and whether (and if so, on what terms and conditions)
      dividends shall be cumulative (and, if so, whether unpaid dividends shall
      compound or accrue interest) or shall be payable in preference or in any other
      relation to the dividends payable on any other class or classes of stock or
      any
      other series of the Preferred Stock;




(c)           Whether
      that series shall have voting rights in addition to the voting rights provided
      by law and, if so, the terms and extent of such voting rights;




(d)           Whether
      the shares shall be issued with the privilege of conversion or exchange and,
      if
      so, the terms and conditions of such conversion or exchange (including, without
      limitation, the price or prices or the rate or rates of conversion or exchange
      or any terms for adjustment thereof);




(e)           Whether
      the shares may be redeemed and, if so, the terms and conditions on which they
      may be redeemed (including, without limitation, the dates upon or after which
      they may be redeemed and the price or prices at which they may be redeemed,
      which price or prices may be different in different circumstances or at
      different redemption dates);




(f)           The
      amounts, if any, payable upon the shares in the event of voluntary liquidation,
      dissolution or winding up of the Corporation in preference of shares of any
      other class or series and whether the shares shall be entitled to participate
      generally in distributions on the Common Stock under such
      circumstances;




(g)           The
      amounts, if any, payable under the shares thereof in the event of involuntary
      liquidation, dissolution or winding up of the Corporation in preference of
      shares of any other class or series and whether the shares shall be entitled
      to
      participate generally in distributions on the Common Stock under such
      circumstances;




(h)           Sinking
      fund provisions, if any, for the redemption or purchase of the shares (the
      term
“sinking fund” being understood to include any similar fund, however
      designated); and




(i)           Any
      other relative rights, preferences, limitations and powers of that
      series.




Section
      6.                      Certificate
      of Incorporation and Bylaws.  All persons who shall acquire stock
      in the Corporation shall acquire the same subject to the provisions of this
      Certificate of Incorporation and the Bylaws of the Corporation, as each may
      be
      amended from time to time.




FIFTH:                                The
      name and mailing address of the sole incorporator of the Corporation is as
      follows:




Michael
      J. Perlowski


Mayer,
      Brown & Platt


190
      South
      LaSalle Street


Chicago,
      Illinois  60603




SIXTH:                                The
      number of directors of the Corporation shall be fixed from time to time by
      the
      vote of a majority of the entire Board of Directors, but such number shall
      in no
      case be less than three (3) nor more than twelve (12).  Any such
      determination made by the Board of Directors shall continue in effect unless
      and
      until changed by the Board of Directors, but no such changes shall affect the
      term of any director then in office.




SEVENTH:              
               Advance notice of
      nominations for the election of directors, other than nominations by the Board
      of Directors or a committee thereof, shall be given to the Corporation in the
      manner provided in the Bylaws.




EIGHTH:                  
              Except as otherwise required by
      law, special meetings of the stockholders of the Corporation may be called
      only
      by (i) the Board of Directors pursuant to a resolution approved by the
      affirmative vote of a majority of the directors then in office, (ii) the
      Chairman of the Board of the Corporation, if one is elected, (iii) the Chief
      Executive Officer of the Corporation or (iv) the holders of capital stock of
      the
      Corporation having at least a majority of the votes which could be cast by
      the
      holders of all shares of capital stock of the Corporation.  Only those
      matters set forth in the notice of the special meeting may be considered or
      acted upon at such special meeting, unless otherwise provided by
      law.




NINTH:                                In
      addition to any other consideration which the Board of Directors may lawfully
      take into account, in determining whether to take or refrain from taking
      corporate action on any matter, including proposing any matter to the
      stockholders of the Corporation, the Board of Directors may take into account
      the long-term as well as short-term interests of the Corporation and its
      stockholders (including the possibility that these interests may be best served
      by the continued independence of the Corporation), customers, employees and
      other constituencies of the Corporation and its subsidiaries, including the
      effect upon communities in which the Corporation and its subsidiaries do
      business.




TENTH:                                The
      Corporation is to have perpetual existence.




ELEVENTH:




Section
      1.                      Liability
      of Directors.  A director of this Corporation shall not be liable
      to the Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director, except to the extent such exemption from liability
      or limitation thereof is not permitted under the General Corporation Law of
      the
      State of Delaware as the same exists or may hereafter be amended.  Any
      repeal or modification of the foregoing paragraph shall not adversely affect
      any
      right or protection of a director of the Corporation existing hereunder with
      respect to any act or omission occurring prior to such repeal or
      modification.




Section
      2.                      Indemnification.  The
      Corporation shall indemnify, and advance expenses to, in accordance with the
      Bylaws of the Corporation, to the fullest extent permitted from time to time
      by
      the General Corporation Law of the State of Delaware or any other applicable
      laws as presently or hereafter in effect, any person who was or is a party
      or is
      threatened to be made a party to any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or investigative
      (including, without limitation, an action by or in the right of the
      Corporation), by reason of his acting as a director or officer of the
      Corporation (and the Corporation, in the discretion of the Board of Directors,
      may so indemnify a person by reason of the fact that he is or was an employee
      or
      agent of the Corporation or is or was serving at the request of the Corporation
      in any other capacity for or on behalf of the Corporation) against any liability
      or expense actually and reasonably incurred by such person in respect thereof;
      provided, however, the Corporation shall be required to indemnify
      an officer or director in connection with an action, suit or proceeding (or
      part
      thereof) initiated by such person only if such action, suit or proceeding (or
      part thereof) was authorized by the Board of Directors of the
      Corporation.  Such indemnification is not exclusive of any other right
      to indemnification provided by law or otherwise.  The right to
      indemnification conferred by this Section 2 shall be deemed to be a contract
      between the Corporation and each person referred to herein.




Section
      3.                      Payment
      of Claims.  If a claim under Section 2 of this ARTICLE ELEVENTH is
      not paid in full by the Corporation within thirty days, the claimant may at
      any
      time thereafter bring suit against the Corporation to recover the unpaid amount
      of the claim and, if successful in whole or in part, the claimant shall be
      entitled to be paid also the expense of prosecuting such claim.  It
      shall be a defense to any such action (other than an action brought to enforce
      a
      claim for expenses incurred in defending any proceeding in advance of its final
      disposition where any undertaking required by the Bylaws of the Corporation
      has
      been tendered to the Corporation) that the claimant has not met the standards
      of
      conduct which make it permissible under the General Corporation Law of the
      State
      of Delaware and Section 2 of this ARTICLE ELEVENTH for the Corporation to
      indemnify the claimant for the amount claimed, but the burden of proving such
      defense shall be on the Corporation.  Neither the failure of the
      Corporation (including its Board of Directors, independent legal counsel, or
      its
      stockholders) to have made a determination prior to the commencement of such
      action that indemnification of the claimant is proper in the circumstances
      because he or she has met the applicable standard of conduct set forth in the
      General Corporation Law of State of Delaware, nor an actual determination by
      the
      Corporation (including its Board of Directors, independent legal counsel, or
      its
      stockholders) that the claimant has not met such applicable standard of conduct,
      shall be a defense to the action or create a presumption that the claimant
      has
      not met the applicable standard of conduct.




Section
      4.                      Non-Exclusivity.  The
      right to indemnification and the payment of expenses incurred in defending
      a
      proceeding in advance of its final disposition conferred in this ARTICLE
      ELEVENTH shall not be exclusive of any other right which any person may have
      or
      hereafter acquire under any statute, provision of this Certificate of
      Incorporation, bylaw, agreement, contract, vote of stockholders or disinterested
      directors, or otherwise.




Section
      5.                      Insurance.  The
      Corporation may purchase and maintain insurance on behalf of any person who
      is
      or was a director, officer, employee or agent of the Corporation, or is or
      was
      serving at the request of the Corporation as a director, officer, employee
      or
      agent of another corporation, partnership, joint venture, trust or other
      enterprise against any liability asserted against him and incurred by him in
      any
      such capacity, or arising out of his status as such, whether or not the
      Corporation would have the power to indemnify him against such liability under
      the provisions of this ARTICLE ELEVENTH, the General Corporation Law of the
      State of Delaware, or otherwise.




Section
      6.                      Effect
      of Amendment.  No amendment to or repeal of all or any part of
      this ARTICLE ELEVENTH shall adversely affect any right or protection existing
      at
      the time of such repeal or amendment.




TWELFTH:                                In
      furtherance and not in limitation of the powers conferred by statute, the Board
      of Directors is expressly authorized to make, adopt, alter, amend or repeal
      the
      Bylaws of the Corporation.




THIRTEENTH:                           Meetings
      of the stockholders may be held at such places, within or without the State
      of
      Delaware, as may be designated by or in the manner provided in the
      Bylaws.  The books of the Corporation may be kept (subject to the
      provisions of any law or regulation) outside the State of Delaware at such
      place
      or places as may be designated from time to time by the Board of Directors
      or in
      the Bylaws of the Corporation.  Elections of directors need not be by
      written ballot unless the Bylaws of the Corporation shall so
      provide.




FOURTEENTH:                         The
      Corporation reserves the right to amend, alter, change or repeal any provision
      contained in this Certificate of Incorporation, in the manner now or hereafter
      prescribed by statute, and all rights conferred upon stockholders herein are
      granted subject to this reservation.  No repeal, alteration or
      amendment of this Certificate of Incorporation shall be made unless the same
      is
      first approved by the Board of Directors of the Corporation pursuant to a
      resolution adopted by the affirmative vote of a majority of the directors then
      in office and thereafter approved by the stockholders.  For purpose of
      the foregoing sentence and in addition to any other vote required by law, the
      affirmative vote of the holders of shares of capital stock having at least
      two-thirds of the votes which could be cast by the holders of all shares of
      capital stock entitled to vote thereupon (or such greater proportion as may
      be
      required by law), voting together as a single class, at a duly constituted
      meeting of stockholders called expressly for such purposes, shall be required
      to
      repeal, alter or amend any provisions of, or adopt any provision inconsistent
      with, Sections 4 or 5 of Article FOURTH or Articles SIXTH, SEVENTH, EIGHTH
      or
      NINTH or this Article FOURTEENTH.




I,
      the
      undersigned, being the incorporator hereinbefore named, for the purpose of
      forming a corporation pursuant to the General Corporation Law of the State
      of
      Delaware, do make this certificate, hereby declaring and certifying that this
      is
      my act and deed and the facts herein stated are true, and accordingly have
      hereunto set my hand as of this 8th day of March, 1995.




/s/
      Michael J. Perlowski


Michael
      J. Perlowski


Sole
      Incorporator