##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    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 0-20797
 RUSH ENTERPRISES, INC.
  Texas
    
    74-1733016(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
 
 þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No
þ
  Number ofSharesTitle of Class
    
    OutstandingClass A Common Stock, $.01 Par Value 
Class B Common Stock, $.01 Par Value
    
    26,592,389
10,692,141




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##### 



RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  March 31, 2010 (unaudited) and December 31, 2009
    
    
    3Consolidated Statements of Income  For the Three Months
Ended March 31, 2010 and 2009 (unaudited)
    
    
    4Consolidated Statements of Cash Flows  For the Three Months Ended
March 31, 2010 and 2009 (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 MARCH 31, 2010 AND DECEMBER 31, 2009
 (In Thousands, Except Shares)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    145,840
    
    
    $
    149,095Accounts receivable, net
    
    
    48,449
    
    
    
    38,869Inventories, net
    
    
    294,269
    
    
    
    269,955Prepaid expenses and other
    
    
    3,917
    
    
    
    3,650Deferred income taxes, net
    
    
    9,687
    
    
    
    11,414Total current assets
    
    
    502,162
    
    
    
    472,983Investments
    
    
    7,575
    
    
    
    7,575Property and equipment, net
    
    
    355,636
    
    
    
    354,749Goodwill, net
    
    
    140,836
    
    
    
    140,836Other assets, net
    
    
    1,101
    
    
    
    1,154Total assets
    
    $
    1,007,310
    
    
    $
    977,297Liabilities and shareholders equityCurrent liabilities:Floor plan notes payable
    
    $
    214,664
    
    
    $
    189,256Current maturities of long-term debt
    
    
    59,402
    
    
    
    55,545Current maturities of capital lease obligations
    
    
    5,821
    
    
    
    5,730Trade accounts payable
    
    
    30,142
    
    
    
    22,427Accrued expenses
    
    
    39,232
    
    
    
    40,843Total current liabilities
    
    
    349,261
    
    
    
    313,801Long-term debt, net of current maturities
    
    
    144,999
    
    
    
    153,957Capital lease obligations, net of current maturities
    
    
    29,155
    
    
    
    28,714Deferred income taxes, net
    
    
    53,188
    
    
    
    54,600Shareholders equity:Preferred stock, par value $.01 per share;
1,000,000 shares authorized; 0 shares
outstanding in 2010 and 2009
    
    
    
    
    
    
    Common stock, par value $.01 per share;
60,000,000 class A shares and 20,000,000 class B
shares authorized; 26,531,316 class A shares and
10,691,589 class B shares outstanding in 2010;
and 26,437,848 class A shares and 10,689,375
class B shares outstanding in 2009
    
    
    389
    
    
    
    388Additional paid-in capital
    
    
    190,360
    
    
    
    188,116Treasury stock, at cost: 1,639,843 class B shares
    
    
    (17,948
    )
    
    
    (17,948
    )Retained earnings
    
    
    257,906
    
    
    
    255,669Total shareholders equity
    
    
    430,707
    
    
    
    426,225Total liabilities and shareholders equity
    
    $
    1,007,310
    
    
    $
    977,297
   3




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In Thousands, Except Per Share Amounts)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Revenues:New and used commercial vehicle sales
    
    $
    180,604
    
    
    $
    195,988Parts and service
    
    
    105,101
    
    
    
    109,218Construction equipment sales
    
    
    5,623
    
    
    
    7,003Lease and rental
    
    
    14,032
    
    
    
    13,476Finance and insurance
    
    
    1,542
    
    
    
    1,715Other
    
    
    1,494
    
    
    
    1,686Total revenue
    
    
    308,396
    
    
    
    329,086Cost of products sold:New and used commercial vehicle sales
    
    
    166,346
    
    
    
    182,827Parts and service
    
    
    64,535
    
    
    
    66,449Construction equipment sales
    
    
    4,882
    
    
    
    6,182Lease and rental
    
    
    12,250
    
    
    
    11,928Total cost of products sold
    
    
    248,013
    
    
    
    267,386Gross profit
    
    
    60,383
    
    
    
    61,700Selling, general and administrative
    
    
    51,668
    
    
    
    52,051Depreciation and amortization
    
    
    3,685
    
    
    
    3,978(Loss) gain on sale of assets
    
    
    (8
    )
    
    
    55Operating income
    
    
    5,022
    
    
    
    5,726Interest expense, net
    
    
    1,408
    
    
    
    1,624Income before taxes
    
    
    3,614
    
    
    
    4,102Provision for income taxes
    
    
    1,377
    
    
    
    1,239Net income
    
    $
    2,237
    
    
    $
    2,863Earnings per share:Earnings per common share  Basic
    
    $
    .06
    
    
    $
    .08Earnings per common share  Diluted
    
    $
    .06
    
    
    $
    .08Weighted average shares outstanding:Basic
    
    
    37,171
    
    
    
    36,991Diluted
    
    
    37,745
    
    
    
    37,274
   4




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In Thousands)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    2,237
    
    
    $
    2,863Adjustments to reconcile net income to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    10,248
    
    
    
    10,071Loss (gain) on sale of property and equipment
    
    
    8
    
    
    
    (55
    )Stock-based compensation expense related to employee stock options
and employee stock purchases
    
    
    1,856
    
    
    
    1,274(Benefit) provision for deferred income tax expense
    
    
    315
    
    
    
    (887
    )Excess tax benefits from stock-based compensation
    
    
    (24
    )
    
    
    (10
    )Change in accounts receivable, net
    
    
    (9,580
    )
    
    
    2,717Change in inventories
    
    
    (22,602
    )
    
    
    40,152Change in prepaid expenses and other, net
    
    
    (267
    )
    
    
    909Change in trade accounts payable
    
    
    7,715
    
    
    
    (6,628
    )Change in accrued expenses
    
    
    (1,587
    )
    
    
    (8,579
    )Net cash (used in) provided by operating activities
    
    
    (11,681
    )
    
    
    41,827CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of property and equipment
    
    
    (9,921
    )
    
    
    (10,953
    )Proceeds from the sale of property and equipment
    
    
    12
    
    
    
    61Change in other assets
    
    
    11
    
    
    
    (1
    )Net cash (used in) investing activities
    
    
    (9,898
    )
    
    
    (10,893
    )CASH FLOWS FROM FINANCING ACTIVITIES:Draws (payments) on floor plan notes payable, net
    
    
    25,408
    
    
    
    (36,764
    )Proceeds from long-term debt
    
    
    3,080
    
    
    
    2,685Principal payments on long-term debt
    
    
    (8,181
    )
    
    
    (10,773
    )Principal payments on capital lease obligations
    
    
    (2,372
    )
    
    
    (1,248
    )Issuance of shares relating to employee stock options and
employee stock purchases
    
    
    365
    
    
    
    376Excess tax benefits from stock-based compensation
    
    
    24
    
    
    
    10Debt issuance costs
    
    
    
    
    
    
    (17
    )Net cash provided by (used in) financing activities
    
    
    18,324
    
    
    
    (45,731
    )NET (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (3,255
    )
    
    
    (14,797
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    149,095
    
    
    
    146,411CASH AND CASH EQUIVALENTS, end of period
    
    $
    145,840
    
    
    $
    131,614SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for:Interest
    
    $
    3,194
    
    
    $
    3,786Income taxes, net of refunds
    
    $
    (61
    )
    
    $
    (27
    )Noncash investing activities:Assets acquired under capital leases
    
    $
    2,904
    
    
    $
    4,751
   5




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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited
 1  Principles of Consolidation and Basis of Presentation
  2  Goodwill and Other Intangible Assets
    3  Commitments and Contingencies
    6




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4  Earnings Per Share
  Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Numerator:Numerator for basic and diluted earnings per share,
net income available to common shareholders
    
    $
    2,237,000
    
    
    $
    2,863,000Denominator:Denominator for basic earnings per share, adjusted weighted
average shares outstanding
    
    
    37,170,720
    
    
    
    36,991,417Effect of dilutive securities:Employee and Director stock options and restricted share awards
    
    
    573,888
    
    
    
    282,434Denominator for diluted earnings per share, adjusted weighted
average shares and assumed conversions
    
    
    37,744,608
    
    
    
    37,273,851Basic earnings per common share
    
    $
    .06
    
    
    $
    .08Diluted earnings per common share and common share equivalents
    
    $
    .06
    
    
    $
    .08
  March 31, 2010
    
    
    March 31, 2009Options
    
    
    2,184,401
    
    
    
    2,068,615Total anti-dilutive securities
    
    
    2,184,401
    
    
    
    2,068,615
 5  Stock Options and Restricted Stock Awards
 Valuation and Expense Information
  6  Investments
   7




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7  Segment Information
      8




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ConstructionTruck
    
    
    EquipmentSegment
    
    
    Segment
    
    
    All Other
    
    
    TotalsAs of and for the three months ended March 31, 2010Revenues from external customers
    
    $
    295,758
    
    
    $
    9,108
    
    
    $
    3,530
    
    
    $
    308,396Segment income (loss) before taxes
    
    
    3,490
    
    
    
    543
    
    
    
    (419
    )
    
    
    3,614Segment assets
    
    
    955,181
    
    
    
    26,900
    
    
    
    25,229
    
    
    
    1,007,310As of and for the three months ended March 31, 2009Revenues from external customers
    
    $
    313,244
    
    
    $
    11,595
    
    
    $
    4,247
    
    
    $
    329,086Segment income (loss) before taxes
    
    
    3,713
    
    
    
    865
    
    
    
    (476
    )
    
    
    4,102Segment assets
    
    
    945,372
    
    
    
    31,094
    
    
    
    27,935
    
    
    
    1,004,401
  8  Income Taxes
   9  Fair Value of Financial Instruments
   10  Recent Accounting Pronouncements
    9




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Certain statements contained in this Form 10-Q (or otherwise made by the Company or on
the Companys behalf from time to time in other reports, filings with the Securities and
Exchange Commission, news releases, conferences, website postings or otherwise) that are not
statements of historical fact constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of
1934, as amended(the Exchange Act), notwithstanding that such statements are not
specifically identified. Forward-looking statements include statements about the Companys
financial position, business strategy and plans and objectives of management of the Company
for future operations. These forward-looking statements reflect the best judgments of the
Company about the future events and trends based on the beliefs of the Companys management as
well as assumptions made by and information currently available to the Companys management.
Use of the words may, should, continue, plan, potential, anticipate, believe,
estimate, expect and intend and words or phrases of similar import, as they relate to
the Company or its subsidiaries or Company management, are intended to identify
forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements reflect the current view of the Company with respect to future
events and are subject to risks and uncertainties that could cause actual results to differ
materially from those in such statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include, but are not limited
to, those set forth under Item 1ARisk Factors in the Companys Annual Report on Form 10-K
for the year ended December 31, 2009 as well as future growth rates and margins for certain of
our products and services, future demand for our products and services, risks associated with
the current recession and its impact on capital markets and liquidity, competitive factors,
general economic conditions, cyclicality, market conditions in the new and used commercial
vehicle and equipment markets, customer relations, relationships with vendors, approval by
various manufacturers and governmental agencies of the acquisition of Lake City International,
the interest rate environment, governmental regulation and supervision, seasonality,
distribution networks, product introductions and acceptance, technological change, changes in
industry practices, one-time events and other factors described herein and in the Companys
quarterly and other reports filed with the Securities and Exchange Commission (collectively,
Cautionary Statements). Although the Company believes that its expectations are reasonable,
it can give no assurance that such expectations will prove to be correct. Based upon changing
conditions, should any one or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially from those
described in any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are expressly qualified
in their entirety by the applicable Cautionary Statements. All forward-looking statements
speak only as the date on which they are made and the Company undertakes no duty to update or
revise any forward-looking statements.
  Note Regarding Trademarks Used in This Form 10-Q
 Peterbilt ® is a registered trademark of Peterbilt Motors Company.
PACCAR ® is a registered trademark of PACCAR, Inc. GMC ® is a registered
trademark of General Motors Corporation. Hino ® is a registered trademark of Hino
Motors, Ltd. UD ® is a registered trademark of Nissan Diesel Motor Co., Ltd.
Isuzu ® is a registered trademark of Isuzu Motors Limited. John Deere ® is
a registered trademark of Deere & Company. Kenworth ® is a registered trademark of
PACCAR, Inc. doing business as Kenworth Truck Company. Volvo ® is a registered
trademark of Volvo Trademark Holding AB. Freightliner ® is a registered trademark of
Freightliner Corporation. Mack ® is a registered trademark of Mack Trucks, Inc.
Navistar ® is a registered trademark of Navistar International Corporation.
Caterpillar ® is a registered trademark of Caterpillar, Inc. Cummins ® is
a registered trademark of Cummins Engine Company, Inc. PacLease ® is a registered
trademark of PACCAR Leasing Corporation. CitiCapital ® is a registered trademark of
Citicorp. Ford ® is a registered trademark of Ford Motor Company.
Cummins ® is a registered trademark of Cummins Intellectual Property, Inc. Eaton is
a registered trademark of Eaton Corporation. Arvin Meritor ® is a registered
trademark of Meritor Technology, Inc.  Case ® is a registered trademark
of Case Corporation. Komatsu ® is a registered trademark of Kabushiki Kaisha
Komatsu Seisakusho Corporation Japan. The CIT Group ® is a registered trademark of
CIT Group Holdings, Inc. JPMorgan Chase ® is a registered trademark of JP Morgan
Chase & Co. SAP ® is a registered trademark of SAP Aktiengesellschaft.
International ® is a registered trademark of Navistar International Transportation
Corp. Blue Bird ® is a registered trademark of Blue Bird Investment Corporation.
Autocar ® is a registered trademark of Shem, LLC. IC Bus ® is a
registered trademark of IC Bus, LLC. Collins Bus Corporation ® is a registered
trademark of Collins Bus Corporation.
  10




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General
     Planned Acquisition of Lake City International
     Critical Accounting Policies and Estimates
   11




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Inventories
  Goodwill
      Finance and Insurance Revenue Recognition
    12




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Insurance Accruals
   Accounting for Income Taxes
    Stock-Based Compensation Expense
    13




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Results of Operations
   Three Months EndedMarch 31,2010
    
    
    2009New and used commercial vehicle sales
    
    
    58.6
    %
    
    
    59.6
    %Parts and service
    
    
    34.1
    
    
    
    33.2Construction equipment sales
    
    
    1.8
    
    
    
    2.1Lease and rental
    
    
    4.5
    
    
    
    4.1Finance and insurance
    
    
    0.5
    
    
    
    0.5Other
    
    
    0.5
    
    
    
    0.5Total revenues
    
    
    100.0
    
    
    
    100.0Cost of products sold
    
    
    80.4
    
    
    
    81.3Gross profit
    
    
    19.6
    
    
    
    18.7Selling, general and administrative
    
    
    16.8
    
    
    
    15.8Depreciation and amortization
    
    
    1.2
    
    
    
    1.2Operating income
    
    
    1.6
    
    
    
    1.7Interest expense, net
    
    
    0.5
    
    
    
    0.5Income before income taxes
    
    
    1.1
    
    
    
    1.2Provision for income taxes
    
    
    0.4
    
    
    
    0.4Net income
    
    
    0.7
    %
    
    
    0.8
    %
  % ChangeThree Months Ended
    
    
    2010March 31,
    
    
    vs2010
    
    
    2009
    
    
    2009Vehicle unit sales:New heavy-duty vehicles
    
    
    969
    
    
    
    1,032
    
    
    
    (6.1
    %)New medium-duty vehicles
    
    
    611
    
    
    
    754
    
    
    
    (19.0
    %)Total new vehicle unit sales
    
    
    1,580
    
    
    
    1,786
    
    
    
    (11.5
    %)Used vehicles
    
    
    686
    
    
    
    577
    
    
    
    18.9
    %Vehicle revenue:New heavy-duty vehicles
    
    $
    118.1
    
    
    $
    124.0
    
    
    
    (4.8
    %)New medium-duty vehicles
    
    
    37.4
    
    
    
    48.8
    
    
    
    (23.4
    %)Total new vehicle revenue
    
    $
    155.5
    
    
    $
    172.8
    
    
    
    (10.0
    %)Used vehicle revenue
    
    $
    24.7
    
    
    $
    22.7
    
    
    
    8.8
    %Other vehicle revenue:(1)
    
    $
    0.4
    
    
    $
    0.5
    
    
    
    (20.0
    %)Absorption rate:
    
    
    97.0
    %
    
    
    97.2
    %
    
    
    (0.2
    %)
 (1)
    
    Includes sales of truck bodies, trailers and other new equipment.  14




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Key Performance Indicator
 Absorption Rate
  Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
      Revenues
    15




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Gross Profit
    16




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Selling, General and Administrative Expenses
  Interest Expense, Net
   17




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Income Before Income Taxes
  Income Taxes
  Liquidity and Capital Resources
        18




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Cash Flows
  Cash Flows from Operating Activities
      19




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Three Months EndedMarch 31,2010
    
    
    2009Net cash (used in) provided by operating activities (GAAP)
    
    $
    (11,681
    )
    
    $
    41,827Draws (payments) on floor plan notes payable
    
    
    25,408
    
    
    $
    (36,764
    )Adjusted Cash Flows from Operating Activities (Non-GAAP)
    
    $
    13,727
    
    
    $
    5,063
 Cash Flows from Investing Activities
   Cash Flows from Financing Activities
     20




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th
 Backlog
  Seasonality
   Cyclicality
  Environmental Standards and Other Governmental Regulations
   21




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22




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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
       
 ITEM 4. Controls and Procedures.
    23




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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings.
  
 ITEM 1A. Risk Factors.
   
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   Total Number of
    
    
    Maximum NumberShares
    
    
    (or ApproximatePurchased as
    
    
    Dollar Value) ofTotal
    
    
    Average
    
    
    Part of Publicly
    
    
    Shares that MayNumber of
    
    
    Price
    
    
    Announced
    
    
    Yet Be PurchasedShares
    
    
    Paid Per
    
    
    Plans or
    
    
    Under the Plans orPeriod
    
    Purchased
    
    
    Share
    
    
    Programs
    
    
    Programs (1)(2)January 1  31, 2010
    
    
    
    
    
    $
    0.00
    
    
    
    
    
    
    $
    2,093,321February 1  28, 2010
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    2,093,321March 1  31, 2010
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    2,093,3211st Quarter Total
    
    
    
    
    
    $
    0.00
    
    
    
    
    
    
    $
    2,093,321
 (1)
    
    On July 22, 2008, the Companys Board of Directors approved a stock repurchase program
authorizing the Company to repurchase, from time to time, up to an aggregate of $20,000,000 of
its shares of Class A Common Stock and/or Class B Common Stock. The stock repurchase program
has no expiration date and may be suspended or discontinued at any time.(2)
    
    As of March 31, 2010, the Company has repurchased 1,639,843 shares of its Class B common
stock at a cost of $17.9 million, none of which occurred during the first quarter of 2010. 
 ITEM 3. Defaults Upon Senior Securities.
  
 ITEM 4. Submission of Matters to a Vote of Security Holders.
  
 ITEM 5. Other Information.
   24




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ITEM 6. Exhibits
 ExhibitNumber
    
    Exhibit Title2.1
    
    
    Asset Purchase Agreement, dated as of March 19, 2010 (incorporated
herein by reference to Exhibit 2.1 of the Companys Current Report
on Form 8-K (File No. 000-20797) filed March 25, 2010)3.1
    
    
    Restated Articles of Incorporation of Rush Enterprises, Inc.
(incorporated herein by reference to Exhibit 3.1 of the Companys
Quarterly Report on Form 10-Q (File No. 000-20797) for the quarter
ended June 30, 2008)3.2
    
    
    Rush Enterprises, Inc. Amended and Restated Bylaws (incorporated
herein by reference to Exhibit 3.1 of the Companys Current Report
on Form 8-K (File No. 000-20797) filed December 9, 2008)31.1
    *
    
    Certification of CEO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of CFO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    **
    
    Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    **
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 *
    
    filed herewith**
    
    furnished herewith  25




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##### Table of Contents



SIGNATURES
  RUSH ENTERPRISES, INC.Date: May 10, 2010
    By:

/S/
W.M. RUSTY RUSHW.M. Rusty RushPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 10, 2010
    By:
    /S/ STEVEN L. KELLERSteven L. KellerVice President and Chief Financial Officer
(Principal Financial and Accounting Officer)  26




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Title31.1*
    
    Certification of CEO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of CFO pursuant to Rules 13a-14(a) and 15d-14(a)
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 *
    
    filed herewith**
    
    furnished herewith  27