Form 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


   [X]   Quarterly Report Pursuant To Section 13 or 15 (d) of The Securities   
             Exchange Act of 1934 For The Quarter Ended March 31, 1999 

   [ ]   Transition Report Pursuant To Section 13 or 15 (d) of The
                      Securities Exchange Act of 1934

                      Commission file number 1-19773


                             OTR EXPRESS, INC.
            (Exact name of registrant as specified in its charter)

                  Kansas                             48-0993128
      (State or other jurisdiction of             (IRS Employer
       incorporation of organization)              Identification No.)

       804 N. Meadowbrook Drive
      PO Box 2819, Olathe, Kansas                    66063-0819 
  (Address of principal executive offices)           (Zip Code)

                              (913) 829-1616
            (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.

      Yes      X           No                            


                                  1,831,671
(Number of shares of common stock outstanding as of April 30, 1999)
<PAGE>

                        PART 1 FINANCIAL INFORMATION
<TABLE>
ITEM 1. FINANCIAL STATEMENTS

OTR EXPRESS, INC.
BALANCE SHEETS
<CAPTION>            
                                         March 31          December 31
(Unaudited)                               1999                1998
                                       
<S>                                    <C>                 <C>      
ASSETS            
CURRENT ASSETS            
   Cash                                 $   164,945         $   521,484
   Accounts receivable, freight           8,588,060           8,192,252
   Accounts receivable, other               278,628             217,080
   Inventory                                537,055             534,623
   Prepaid expenses and other             1,311,599             545,734
   TOTAL CURRENT ASSETS                  10,880,287          10,011,173
            
PROPERTY AND EQUIPMENT                   51,801,693          49,209,269
            
   TOTAL ASSETS                         $62,681,980         $59,220,442
            
LIABILITIES AND STOCKHOLDERS' EQUITY            
CURRENT LIABILITIES            
   Accounts payable, trade              $ 2,101,503         $ 2,060,251
   Accrued payroll and taxes              1,551,137           1,007,735
   Other accrued expenses                 1,572,004           1,365,739
   Current portion of long-term debt     13,892,075          13,837,296
   TOTAL CURRENT LIABILITIES             19,116,719          18,271,021

            
LONG-TERM DEBT                           31,063,053          28,658,211
DEFERRED INCOME TAXES                     2,488,000           2,400,000
            
STOCKHOLDERS' EQUITY                     10,014,208           9,891,210
            
   TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                             $62,681,980         $59,220,442
</TABLE>
<PAGE>
<TABLE>
OTR EXPRESS, INC.

STATEMENTS OF OPERATIONS
<CAPTION>

                                              Three Months Ended
                                                  March 31
(Unaudited)                                1999             1998
<S>                                        <C>              <C>               
OPERATING REVENUE                        
   Freight revenue                        $16,673,104       $15,759,958
   Logistics revenue                        2,008,359           987,396
   Total operating revenue                 18,681,463        16,747,354
                        
OPERATING EXPENSES                        
   Salaries, wages and benefits             7,190,861         6,498,210
   Purchased transportation                 2,934,264         1,390,237
   Fuel                                     1,072,240         1,588,549
   Maintenance                              1,196,719         1,074,117
   Depreciation                             1,628,790         1,876,068
   Insurance and claims                       603,176           546,360
   Taxes and licenses                       1,844,566         1,608,973
   Supplies and other                       1,143,311         1,123,672
   Total operating expenses                17,613,927        15,706,186
                           
Operating income                            1,067,536         1,041,168
Interest expense                              835,369           838,418
                        
Income before income taxes                    232,167           202,750
Income tax expense                             88,000            77,197
                        
Net income                                $   144,167       $   125,553
                        
Weighted average number of shares                        
   Basic                                    1,832,035         1,836,342
   Diluted                                  1,832,434         1,850,656
                        
                        
Earnings per share                        
   Basic                                  $      0.08       $      0.07
   Diluted                                       0.08              0.07
</TABLE>
<PAGE>
<TABLE>                        
OTR EXPRESS, INC.

STATEMENTS OF CASH FLOWS
<CAPTION>

                                                Three  Months Ended
                                                     March 31
(Unaudited)                                    1999             1998
<S>                                            <C>              <C>            
OPERATING ACTIVITIES            
NET CASH PROVIDED BY OPERATING ACTIVITIES       $1,453,495       $2,629,275
            
INVESTING ACTIVITIES            
Acquisition of property and equipment           (6,134,395)      (1,209,072)
Proceeds from disposition of property and
 equipment                                       1,885,909           43,873
   NET CASH USED IN INVESTING ACTIVITIES        (4,248,486)      (1,165,199)
            
FINANCING ACTIVITIES            
Proceeds from issuance of long-term debt         6,104,852        5,140,552
Repayments of long-term debt                    (4,348,356)      (5,907,464)
Net increase (decrease) in bank note payable       703,125         (859,068)
Other                                              (21,169)         (57,473)
   NET CASH PROVIDED BY (USED IN)            
   FINANCING ACTIVITIES                          2,438,452       (1,683,453)
            
   NET DECREASE IN CASH                           (356,539)        (219,377)
   CASH, BEGINNING OF PERIOD                       521,484          318,760
            
   CASH, END OF PERIOD                          $  164,945       $   99,383
            
            
SUPPLEMENTAL DISCLOSURE OF CASH FLOW             
INFORMATION            
   Cash paid for interest                       $  835,369       $  838,418
               
            
SUPPLEMENTAL DISCLOSURE OF NON-CASH             
FINANCING ACTIVITIES            
   Guarantee of executive officers stock            
   purchase plan loans                          $      -         $  180,000
</TABLE>
<PAGE>                 
                               OTR EXPRESS, INC. 
                         NOTES TO FINANCIAL STATEMENTS 
                                  (Unaudited)



NOTE 1 - FINANCIAL STATEMENT PRESENTATION
The financial statements included herein have been prepared by management,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although management believes that the
disclosures are adequate to enable a reasonable understanding of the
information presented.  In the opinion of management, all adjustments
considered necessary for a fair presentation of the financial statements
have been included.  For further information, refer to the Company's
financial statements and footnotes thereto included in the Annual Report
on Form 10-K for the year ended December 31, 1998.

NOTE 2 - LONG-TERM DEBT
During the three months ended March 31, 1999, the Company financed the
purchase of revenue equipment through the issuance of long-term debt
totaling $6,105,000.  This debt bears interest at effective rates between
6.13% and 7.13%.

NOTE 3 - EARNINGS PER SHARE
In February, 1997 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 128, "Earnings Per Share", effective
for periods ending after December 15, 1997, requiring presentation of basic
and diluted earnings per share. SFAS 128 supersedes Accounting Principles
Board Opinion (APB) No. 15 and related pronouncements and replaces the
computations of primary and fully diluted earnings per share (EPS) with
basic and diluted EPS, respectively.  Basic earnings per share is based
upon the weighted average common shares outstanding during the year. 
Diluted earnings per share is based upon the weighted average common and
common equivalent shares outstanding during each year.  Employee stock
options are the company's only common stock equivalents; there are no other
potentially dilutive securities.  There was no effect of this accounting
change on previously reported earnings per share.

NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company has agreed to guarantee payment of four key executive stock
loans for such executives' private purchase of approximately 69,000 shares
of the Company's common stock.  The Company has agreed to guarantee payment
of the stock loans to the extent that the pledged value of the stock
purchase (equal to one-half of its market value) is less than the
outstanding principal balance
<PAGE>
of such loans.  In April 1999, one of the executives resigned from the
Company and the Company repaid the principal balance of his loan. 

The amount of the Company's guarantee as of March 31, 1999 was
approximately $297,000. Stockholders' equity was reduced by this amount and
long-term debt was increased by this amount to record the guarantee.

At March 31, 1999, the Company had purchase and finance commitments
outstanding for additional revenue equipment of approximately $17,280,000.  
The Company anticipates receiving proceeds from the sale or trade-in of 186
tractors in association with these commitments.

ITEM 2             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     OPERATIONS AND FINANCIAL CONDITION

Overview.  The discussion set forth below as well as other documents
incorporated by reference herein and oral statements made by officers of
the Company relating thereto, may contain forward looking statements.  Such
comments are based upon information currently available to management and
management's perception thereof as of the date of this Form 10-Q.  Actual
results of the Company's operations could materially differ from those
forward looking statements.  Such differences could be caused by a number
of factors including, but not limited to, potential adverse effects of
regulation; changes in competition and the effects of such changes;
increased competition; changes in fuel prices; changes in economic,
political or regulatory environments; litigation involving the Company;
changes in the availability of a stable labor force; ability of the Company
to hire drivers meeting Company standards; changes in management
strategies; environmental or tax matters; and risks described from time to
time in reports filed by the Company with the Securities and Exchange
Commission.  Readers should take these factors into account in evaluating
any such forward looking statements.
<PAGE>
RESULTS OF OPERATIONS
                                                    Three Months Ended
                                                         March 31 
(Unaudited)                                         1999          1998
                        
Operating Revenue                               $18,681,463     $16,747,354
Operating Expenses                               17,613,927      15,706,186
Interest Expense                                    835,369         838,418
Net Income                                          144,167         125,553

1st Quarter 1999 v. 1998
   Operating Revenue.  Operating revenue improved by 11.5% in the first
quarter ended March 31, 1999 compared to 1998.  Freight revenue increased
by 5.8% and logistics revenue increased by 103.4%.
   Freight revenue improved due to increases in rate per mile and average
number of units in service.  The rate per mile increased to $1.059 in the
first quarter of 1999 compared to $1.041 in 1998.  The higher rate is
primarily a result of a rate increase implemented in May 1998.
The average number of tractors in service increased by
8.0% to 592 in the first quarter of 1999 compared to 548 in 1998.  Tractors
in service includes 51 owner operators in 1999 and 27 owner operators in
1998.  Average miles per truck per week decreased to 2,085 from 2,161 in
1998.
   Logistics revenue increased due to the addition of the rail logistics
division in Salt Lake City, Utah in October 1998.

   Operating Expenses.  The operating ratio (total operating expenses as a
percent of operating revenue) increased to 94.3% in the first quarter of
1999 compared to 93.8% in 1998.
   Salaries, wages and benefits decreased to 38.5% of revenue in 1999 from
38.8% in 1998 primarily because of the increase in revenue from  the logistics
division and the increase in owner operators.  Also, the addition of owner
operators, who own their trucks and contract with the Company to haul
freight, increased the revenues but not the wages.  Owner operators pay
their own expenses, including payroll taxes, fuel, insurance, licenses and
interest expense.  The cost of owner operators is classified in purchased
transportation.  
   Purchased transportation, which represents the cost of owner operators
and payments to other trucklines and rail carriers for hauling loads
contracted through the Company's logistics division, increased to 15.7% of
revenue in 1999 from 8.3% in 1998.  The increase is a result of the 100%
increase in logistics revenue and the increase in the number of owner
operators.
   Fuel was 5.7% of revenue in 1999 compared to 9.5% in 1998.  This is a
result of lower diesel fuel prices nationwide in 1999, higher revenue rates
per mile and the addition of owner operators.
<PAGE>
   Insurance and claims represented 3.2% and 3.3% of revenue in the first
quarter of 1999 and 1998, respectively.  This is a result of more favorable
loss experience, lower premium rates per mile and increased revenue rate
per mile.  The Company's insurance program for liability, physical damage,
cargo damage and worker's compensation involves insurance with varying
deductible levels.  Claims in excess of these deductible levels are covered
by insurance in the amounts management considers adequate.  The Company
accrues the estimated cost of the uninsured portion of pending claims. 
These accruals are estimated based on management's evaluation of the nature
and severity of individual claims and an estimate of future claims
development based on historical claims development trends.  Insurance and
claims expense will vary as a percentage of revenue from period to period
based on the frequency and severity of claims incurred in a given period as
well as changes in claims development trends.
   Depreciation as a percent of revenue decreased to 8.7% in 1999 from
11.2% in 1998 as a result of the increase in owner operators and the
increase in logistics revenue.
   Supplies and other expenses decreased to 6.1% of revenue in 1999 from
6.7% in 1998 as a result of a decrease in advertising costs for new drivers
and a reduction in independent agents' sales commissions.

   Interest Expense.  Interest expense decreased to 4.5% of revenue in 1999
from 5.0% in 1998 as a result of lower interest rates,  the addition of
owner operators and the increase in logistics revenue.

   Net Income.  The Company reported net income of $144,000, or $0.08 per
share (basic and diluted), for the first quarter of 1999 compared to net
income of $126,000, or $0.07 per share (basic and diluted), in 1998.  The
effective income tax rate was 37.9% in 1999 compared to 38.1% in 1998.

LIQUIDITY AND CAPITAL RESOURCES
   The growth of the Company's business has required significant
investments in new revenue equipment, which has been acquired primarily
through secured borrowings.  Capital expenditures for revenue equipment
purchases totaled $6,105,000 for the three months ended March 31, 1999. The
Company received $1,886,000 in proceeds from the disposition of revenue
equipment. The Company has outstanding purchase commitments for 186
replacement tractors and 30 expansion tractors at a cost of $17.3 million. 
The Company has finance commitments for all of the expansion tractors and
replacement tractors totaling $17.3 million at rates that will be fixed at
time of origination.  The Company's other capital expenditures will be
financed through internally generated funds and secured borrowings.
   Historically, the Company has obtained loans for revenue equipment which
are of shorter duration than the economic useful lives of the equipment. 
While such loans have current maturities that tend
<PAGE>
to create working capital deficits that could adversely affect cash flows,
it was management's belief that these factors were mitigated by the more
attractive interest rates and terms available on these shorter maturities.  
This financing practice has been a significant cause of the working capital
deficit which has existed since the Company's inception.  This method of
financing can be expected to continue to produce working capital deficits
in the future.  The Company's working capital deficit at March 31, 1999 was
$8.2 million.  Primarily due to the Company's equity position and the
potential for refinancing of both unencumbered and encumbered assets,
working capital deficits historically have not been a barrier to the
Company's ability to borrow funds for operations and expansion.
     The Company has a credit line of $8.0 million with its primary lending
bank which bears interest at a variable rate, based upon the prime rate or
LIBOR, at the Company's election, expires June 9, 2000 and is secured by
accounts receivable of the Company.  The agreement allows for maximum
advances of 85% of eligible accounts receivable less than 60 days past
invoice date.  The agreement contains certain covenants relating to
tangible net worth, leverage ratios, debt service coverage and other
factors.  The Company was in compliance with all required covenants at
March 31, 1999.  The Company had borrowings of $4.3 million under this line
at March 31, 1999.  A total of $1.3 million of the available credit line
was committed for letters of credit issued by the financial institution. 
Additionally, approximately $297,000 of the available line of credit was
committed for the Company's Guaranty of Executive Officer Stock Loans as
more fully described in Note 4 to the financial statements.
    At March 31, 1999, the Company owned 47 tractors which were not pledged
as collateral for any liabilities and were free and clear of any debt
obligations.  This equipment has an approximate market value of $1.8
million.
   In management's opinion, the Company has adequate liquidity for the
foreseeable future based upon funds expected to be generated from
operations, the Company's equity position, the potential for refinancing
assets owned by the Company and the Company's ability to obtain secured
equipment financing. 

Year 2000 Issue

   The Company has completed a comprehensive inventory and assessment of
its Year 2000 issues and its internal systems (both information technology
"IT" and non-IT).  The Company's application software programs which have
been developed internally will be Year 2000 compliant with minor 
modifications that the Company's IT department will complete.  Computer
hardware consists almost exclusively of Apple Macintosh computers which are
Year 2000 compliant according to Apple Computer, Inc.  Non-Macintosh
computer hardware has been replaced.  Certain of the Company's application
and equipment software programs are purchased from and/or maintained by
vendors.  The
<PAGE>
Company is working with these software vendors to verify that these
applications become Year 2000 compliant.  

   The Company believes that with modifications to existing software, the
cost of which is not expected to be material, the Year 2000 issue will not
pose significant operational problems for the Company.  The Company
expensed less than $10,000 in costs relating to the Year 2000 issue in the
first quarter ended March 31, 1999.

   As part of the Company's comprehensive review, it is continuing to
verify the Year 2000 readiness of third parties (vendors and customers)
with whom the Company has material relationships.  The Company has material
vendor relationships with financial institutions and telecommunications
companies.  These vendors indicate that they expect to achieve compliance
and do not anticipate business interruptions as the century changes.  The
Company is developing contingency plans to address Year 2000 issues that
may arise with these key vendors.  At present the Company is not able to
determine with certainty the effect on the Company's results of operations,
liquidity, and financial condition in the event the company's material
vendors and customers are not Year 2000 compliant.  The Company will
continue to monitor the progress of its material vendors and customers

Market Risk

   The Company is exposed to various market risks, including the effects of
interest rates and fuel prices.  The Company utilizes primarily fixed rate 
financial instruments with varying maturities.  The Company's long-term 
financing is all at fixed rates.  The Company's working capital line of
credit is at a variable rate.

   The Company uses call options as hedges on heating oil in order to manage
a portion of its exposure to variable diesel prices.  These agreements provide
some protection from rising fuel prices.  The Company's exposure to loss on 
the call options is limited to the premium cost of the contract.  Based on
historical information, the Company believes the correlation between the 
market prices of diesel fuel and heating oil is highly effective.  The 
Company's heating oil option contracts are not material to the Company's 
financial position and represent no significant market exposure.  The Company
maintained fuel inventories for use in normal operations at March 31, 1999
and represented no significant market exposure.

   There was no material change in the Company's exposure to market risk in
the first quarter ended March 31, 1999 as compared to December 31, 1998.  For
further information, refer to Management's Discussion and Analysis of
Operations and Financial Condition included in the Annual Report on Form 10-K
for the year ended December 31, 1998.
                     PART II OTHER INFORMATION

ITEM 1 - Legal Proceedings.....................................*
ITEM 2 - Changes in Securities and Use of Proceeds.............*
ITEM 3 - Defaults Upon Senior Securities.......................*
ITEM 4 - Submission of Matters to a Vote of Security Holders...*
ITEM 5 - Other Information.....................................*
         * No information submitted under this caption.
ITEM 6 - Exhibits and Reports on Form 8-K......................*
           Exhibit 10(x) - Contract to purchase tractors dated March
23, 1999 between Registrant and Kansas City Peterbilt

The Company did not file any exhibits or reports on Form 8-K during the
three months ended March 31, 1999. 
<PAGE>
                                SIGNATURES

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 thereunto duly authorized.

                                                    OTR EXPRESS, INC.      
                                                    (Registrant)


Date: May 17, 1999                                 /s/ Gary J. Klusman   
                                                   By: Gary J. Klusman
                                                   President and Principal
                                                   Executive Officer


Date: May 17, 1999                                 /s/ Steven W. Ruben    
                                                   By:  Steven W. Ruben
                                                   Principal Financial Officer
                                                   and Principal Accounting
                                                   Officer