SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF
     1934
     For the Fiscal Year Ended December 31, 2006
                                       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 0-15087

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

       Nevada                                             93-0926999
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
     of Incorporation)

2777 Heartland Drive, Coralville, Iowa                        52241
(Address of Principal Executive Offices)                    (Zip Code)

Registrant's telephone number, including area code: 319-545-2728

Securities Registered Pursuant to section 12(b) of the Act:  None

Securities Registered Pursuant to section 12(g) of the Act:

     Common stock, $0.01 par value            The NASDAQ Stock Market LLC


Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.          YES [X]  NO [ ]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 of Section 15(d) of the Act. YES [ ]  NO [X]

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 [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer (as
defined in Rule 12b-2 of the Act).                   YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                     YES [ ] NO [X]

The aggregate market value of voting common stock held by  non-affiliates of the
registrant as of June 30, 2006 was $1.053 billion.  As of January 31, 2007 there
were  98,251,889  shares  of  the  Company's  common  stock  ($0.01  par  value)
outstanding.

Portions of the Proxy Statement for the annual shareholders'  meeting to be held
on May 10, 2007 are incorporated by reference in Part III.


<PAGE>


                                TABLE OF CONTENTS



                                     Part I                             Page

Item 1. Business                                                         1

Item 1A. Risk Factors                                                    5

Item 1B. Unresolved Staff Comments                                       9

Item 2. Properties                                                       9

Item 3. Legal Proceedings                                                9

Item 4. Submission of Matters to a Vote of Security Holders              9

                                     Part II

Item 5. Market for the Registrant's Common Equity,
        Related Stockholder Matters, and Issuer
        Purchases of Equity Securities                                  10

Item 6. Selected Financial Data                                         12

Item 7. Management's  Discussion and Analysis of
        Financial Condition and Results of Operations                   13

Item 7A. Quantitative and Qualitative Disclosures
         about Market Risk                                              19

Item 8. Financial Statements and Supplementary Data                     20

Item 9.  Changes  in  and  Disagreements  with
         Accountants  on  Accounting  and
         Financial Disclosure                                           31

Item 9A. Controls and Procedures                                        32

Item 9B. Other Information                                              34

                                    Part III

Item 10. Directors, Executive Officers, and Corporate Governance        34

Item 11. Executive Compensation                                         34

Item 12.  Security  Ownership of Certain  Beneficial
          Owners and  Management and Related Stockholder Matters        34

Item 13. Certain Relationships and Related Transactions,
         and Director Independence                                      34


Item 14. Principal Accounting Fees and Services                         34

                                     Part IV

Item 15. Exhibits, Financial Statement Schedule                         35



<PAGE>




                                     PART I
ITEM 1. BUSINESS

     This Annual  Report  contains  certain  statements  that may be  considered
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities  Exchange Act of 1934,
as amended.  Such  statements may be identified by their use of terms or phrases
such  as  "expects,"   "estimates,"   "projects,"   "believes,"   "anticipates,"
"intends,"  and  similar  terms  and  phrases.  Forward-looking  statements  are
inherently subject to risks and uncertainties, some of which cannot be predicted
or  quantified,  which could cause  future  events and actual  results to differ
materially  from  those  set  forth  in,  contemplated  by,  or  underlying  the
forward-looking  statements.  Readers  should  review and  consider  the factors
discussed  in "Risk  Factors"  of this  Annual  Report on Form 10-K,  along with
various  disclosures  in our  press  releases,  stockholder  reports,  and other
filings with the Securities and Exchange Commission.  We disclaim any obligation
to update or revise any forward-looking  statements to reflect actual results or
changes in the factors affecting the forward-looking information.

General

     Heartland Express, Inc. ("Heartland" or the "Company") is a short-to-medium
haul  truckload  carrier  based  near Iowa  City,  Iowa.  The  Company  provides
nationwide  transportation service to major shippers, using late-model equipment
and a combined fleet of company-owned and owner-operator tractors. The Company's
primary  traffic  lanes  are  between  customer  locations  east  of  the  Rocky
Mountains.  In the second quarter of 2005,  the Company  expanded to the Western
United  States with the opening of a terminal  in Phoenix,  Arizona.  Management
believes that the Company's service standards and equipment  accessibility  have
made it a core carrier to many of its major customers.

     Heartland  was  founded by Russell  A.  Gerdin in 1978 and became  publicly
traded in November 1986. Over the twenty years from 1986 to 2006,  Heartland has
grown to $571.9  million  in  revenue  from  $21.6  million  and net  income has
increased  to $87.2  million  from $3.0  million.  Much of this  growth has been
attributable  to  expanding  service  for  existing  customers,   acquiring  new
customers,  and continued  expansion of the Company's  operating  regions.  More
information  regarding the Company's revenues,  profits, and assets for the past
three years can be found in our "Consolidated  Balance Sheets" and "Consolidated
Statements of Income" that are included in this report.

     In addition to internal growth,  Heartland has completed five  acquisitions
since 1987 with the most recent in 2002. In June 2002, the Company purchased the
business and trucking assets of Chester,  Virginia based truckload carrier Great
Coastal Express.  These five acquisitions have enabled Heartland to solidify its
position  within existing  regions,  expand into new operating  regions,  and to
pursue new customer  relationships in new markets.  The Company will continue to
evaluate   acquisition   candidates   that  meet  its  financial  and  operating
objectives.

     Heartland Express,  Inc. is a holding company incorporated in Nevada, which
owns all of the stock of Heartland  Express Inc. of Iowa,  Heartland  Equipment,
Inc., and A & M Express,  Inc. The Company operates as one reportable  operating
segment.

Operations

     Heartland's  operations  department focuses on the successful  execution of
customer  expectations  and providing  consistent  opportunity  for the fleet of
employee  drivers  and  independent  contractors,   while  maximizing  equipment
utilization.  These objectives require a combined effort of marketing,  regional
operations managers, and fleet management.

     The Company's  operations  department is responsible  for  maintaining  the
continuity  between the customer's  needs and Heartland's  ability to meet those
needs by communicating  customer's  expectations to the fleet management  group.
They are charged with  development of customer  relationships,  ensuring service
standards,  coordinating  proper  freight-to-capacity  balancing,  trailer asset
management,  and daily  tactical  decisions  pertaining to matching the customer
demand with the appropriate  capacity within  geographical  service areas.  They
assign orders to drivers based on well-defined  criteria,  such as driver safety
and United States Department of Transportation (the "DOT") compliance,  customer
needs and  service  requirements,  equipment  utilization,  driver time at home,
operational efficiency, and equipment maintenance needs.

                                       1
<PAGE>

     Fleet  management  employees  are  responsible  for driver  management  and
development.  Additionally,  they maximize the capacity that is available to the
organization  to meet  the  service  needs  of the  Company's  customers.  Their
responsibilities  include  meeting the needs of the drivers within the standards
that have been set by the organization and communicating the requirements of the
customers to the drivers on each order to ensure successful execution.

     Serving the short-to-medium haul market (518-mile average length of haul in
2006) permits the Company to use primarily single,  rather than team drivers and
dispatch most loads directly from origin to destination  without an intermediate
equipment change other than for driver scheduling purposes.

     Heartland also operates eight specialized regional distribution  operations
in Atlanta,  Georgia;  Carlisle,  Pennsylvania;  Columbus,  Ohio;  Jacksonville,
Florida; Kingsport, Tennessee; Chester, Virginia; Olive Branch, Mississippi; and
Phoenix,  Arizona.  These short-haul operations concentrate on freight movements
generally within a 400-mile radius of the regional  terminal and are designed to
meet the needs of significant customers in those regions.

     Personnel  at the  regional  locations  manage  these  operations,  and the
Company uses a centralized computer network and regular communication to achieve
company-wide load coordination.

     The Company emphasizes customer  satisfaction  through on-time performance,
dependable late-model equipment,  and consistent equipment  availability to meet
the volume  requirements  of its large  customers.  The Company also maintains a
high trailer to tractor ratio,  which facilitates the positioning of trailers at
customer locations for convenient loading and unloading.  This minimizes waiting
time, which increases tractor utilization and promotes driver retention.

Customers and Marketing

     The  Company  targets  customers  in  its  operating  area  with  multiple,
time-sensitive shipments, including those utilizing "just-in-time" manufacturing
and inventory management.  In seeking these customers,  Heartland has positioned
itself as a provider  of premium  service at  compensatory  rates,  rather  than
competing solely on the basis of price. Freight transported for the most part is
non-perishable  and predominantly  does not require driver handling.  We believe
Heartland's  reputation for quality service,  reliable equipment,  and equipment
availability makes it a core carrier for many of its customers.

     Heartland seeks to transport  freight that will  complement  traffic in its
existing  service  areas  and  remain  consistent  with the  Company's  focus on
short-to-medium haul and regional distribution markets. Management believes that
building lane density in the Company's primary traffic lanes will minimize empty
miles and enhance driver "home time."

     The Company's 25, 10, and 5 largest  customers  accounted for 68%, 49%, and
35% of revenue,  respectively,  in 2006. The Company's primary customers include
retailers and manufacturers.  The distribution of customers is not significantly
different from the previous  year. One customer  accounted for 14% of revenue in
2006. No other customer accounted for as much as ten percent of revenue.

Seasonality

     The nature of the Company's primary traffic (appliances,  automotive parts,
consumer products, paper products, packaged foodstuffs, and retail goods) causes
it to be distributed  with relative  uniformity  throughout  the year.  However,
seasonal variations during and after the winter holiday season have historically
resulted in reduced shipments by several industries.  In addition, the Company's
operating expenses historically have been higher during the winter months due to
increased operating costs and higher fuel consumption in colder weather.

Drivers, Independent Contractors, and Other Employees

     Heartland relies on its workforce in achieving its business objectives.  As
of December  31,  2006,  Heartland  employed  3,317  persons.  The Company  also
contracted  with  independent  contractors  to  provide  and  operate  tractors.
Independent  contractors  own their own  tractors  and are  responsible  for all
associated expenses,  including financing costs, fuel,  maintenance,  insurance,
and highway use taxes. The Company historically has operated a combined fleet of
company and independent contractor tractors.

                                       2
<PAGE>

     Management's strategy for both employee drivers and independent contractors
is to (1) hire only safe and experienced  drivers; (2) promote retention with an
industry  leading  compensation  package,   positive  working  conditions,   and
targeting  freight that requires little or no handling;  and (3) minimize safety
problems through careful screening, mandatory drug testing, continuous training,
and  financial  rewards  for  accident-free  driving.  Heartland  also  seeks to
minimize  turnover of its  employee  drivers by  providing  modern,  comfortable
equipment,  and by regularly  scheduling  them to their  homes.  All drivers are
generally  compensated on the basis of miles driven including empty miles.  This
provides an  incentive  for the Company to minimize  empty miles and at the same
time does not penalize drivers for  inefficiencies of operations that are beyond
their control.

     Heartland is not a party to a collective bargaining  agreement.  Management
believes that the Company has good relationships with its employees.

Revenue Equipment

     Heartland's  management  believes that  operating  high-quality,  efficient
equipment is an important part of providing excellent service to customers.  All
tractors are equipped with satellite-based  mobile communication  systems.  This
technology  allows for efficient  communication  with our drivers to accommodate
the needs of our  customers.  A  uniform  fleet of  tractors  and  trailers  are
utilized  to  minimize  maintenance  costs  and  to  standardize  the  Company's
maintenance  program.  In June,  2004 the Company began the  replacement  of its
entire  tractor  fleet  with  trucks  manufactured  by  Navistar   International
Corporation.  At December 31, 2006,  primarily  all the  Company's  tractors are
manufactured  by  Navistar  International  Corporation.  Primarily  all  of  the
Company's  trailers  are  manufactured  by  Wabash  National  Corporation.   The
Company's  policy is to operate its  tractors  while under  warranty to minimize
repair  and  maintenance  cost  and  reduce  service   interruptions  caused  by
breakdowns.  In  addition,  the  Company's  preventive  maintenance  program  is
designed  to minimize  equipment  downtime,  facilitate  customer  service,  and
enhance  trade  value  when  equipment  is  replaced.  Factors  considered  when
purchasing  new equipment  include fuel  economy,  price,  technology,  warranty
terms,  manufacturer support,  driver comfort, and resale value.  Owner-operator
tractors  are  periodically   inspected  by  the  Company  for  compliance  with
operational and safety requirements of the Company and the DOT.

     Effective October 1, 2002, the Environmental  Protection Agency (the "EPA")
implemented engine requirements designed to reduce emissions. These new emission
standards  have resulted in a significant  increase in the cost of new tractors,
lower  fuel  efficiency,  and higher  maintenance  costs.  The EPA has  mandated
additional engine emissions  requirements that will take effect in January 2007.
Compliance  with the 2007 standards is expected to further  increase the cost of
new  tractors,  decrease  fuel  economy,  and increase  maintenance  costs.  The
inability to recover these cost  increases with rate increases or cost reduction
efforts could adversely affect the Company's results of operations.

Fuel

     The Company purchases fuel through a network of approximately 28 fuel stops
throughout  the  United  States  at  which  the  Company  has  negotiated  price
discounts.  Bulk fuel  sites are  maintained  at ten of the  Company's  terminal
locations in order to take advantage of volume  pricing.  Both  aboveground  and
underground  storage  tanks are  utilized  at the bulk fuel  sites.  Exposure to
environmental  clean up costs is minimized by periodic inspection and monitoring
of the tanks.

     Increases  in fuel  prices  can have an  adverse  effect on the  results of
operations.  The  Company  has fuel  surcharge  agreements  with most  customers
enabling the pass through of long-term price  increases.  Fuel consumed by empty
and out-of-route miles and by truck engine idling time is not recoverable.

Competition

     The truckload  industry is highly competitive and fragmented with thousands
of  carriers  of varying  sizes.  The  Company  competes  with  other  truckload
carriers;  primarily  those serving the regional,  short-to-medium  haul market.
Logistics providers, railroads, less-than-truckload carriers, and private fleets
provide  additional  competition but to a lesser extent.  The industry is highly
competitive  based  primarily  upon  freight  rates,   service,   and  equipment
availability. The Company competes effectively by providing high-quality service
and meeting the equipment needs of targeted  shippers.  In addition,  there is a
strong  competition  within the industry  for hiring of drivers and  independent
contractors.


                                       3
<PAGE>

Safety and Risk Management

     We are committed to promoting and maintaining a safe operation.  Our safety
program is designed to minimize  accidents  and to conduct our  business  within
governmental  safety  regulations.  The Company hires only safe and  experienced
drivers.  We  communicate  safety  issues  with  drivers on a regular  basis and
emphasize  safety  through  equipment  specifications  and  regularly  scheduled
maintenance  intervals.  Our  drivers are  compensated  and  recognized  for the
achievement of a safe driving record.

     The primary  risks  associated  with our  business  include  cargo loss and
physical damage,  personal injury,  property damage,  and workers'  compensation
claims. The Company self-insures a portion of the exposure related to all of the
aforementioned  risks.  Insurance coverage including,  self-insurance  retention
levels,  is evaluated on an annual basis. The Company  actively  participates in
the settlement of each claim incurred.

     The Company  self-insures  auto  liability  (personal  injury and  property
damage) claims up to $1.0 million per  occurrence.  In addition,  the Company is
responsible for the first $2.0 million in the aggregate for all claims in excess
of $1.0 million and below $2.0 million.  Liabilities  in excess of these amounts
and up to $50.0 million per occurrence are assumed by an insurance company.  The
Company assumes any liability in excess of $50.0 million.  Catastrophic physical
damage  coverage is carried to protect against  natural  disasters.  The Company
self-insures workers' compensation claims up to $1.0 million per occurrence. The
Company  increased the retention amount from $500,000 to $1.0 million  effective
April 1, 2005. All amounts in excess of $1.0 million are covered by an insurance
company.  In addition,  primary and excess  coverage is maintained  for employee
medical and hospitalization expenses.

Regulation

     The Company is a common and contract motor carrier regulated by the DOT and
various  state and local  agencies.  The DOT generally  governs  matters such as
safety  requirements,  registration  to  engage  in  motor  carrier  operations,
insurance requirements,  and periodic financial reporting. The Company currently
has a satisfactory DOT safety rating,  which is the highest  available rating. A
conditional or unsatisfactory  DOT safety rating could have an adverse effect on
the  Company,  as some of the  Company's  contracts  with  customers  require  a
satisfactory rating. Such matters as weight and dimensions of equipment are also
subject to federal, state, and international regulations.

     The Federal Motor Carrier Safety  Administration  (the "FMCSA") of the U.S.
Department of  Transportation  issued a final rule on April 24, 2003,  that made
several changes to the regulations governing the hours of service for drivers of
commercial  vehicles  that deliver  freight.  The new rules became  effective on
January 4, 2004.  On July 16, 2004,  the U.S.  Circuit  Court of Appeals for the
District of Columbia  rejected the new hours of service rules for truck drivers,
contending that the FMCSA had failed to properly address the impact of the rules
on the health of drivers as required by  Congress.  On September  30, 2004,  the
extension of the federal highway bill signed into law by the President  extended
the previously vacated 2003 hours of service rules until the FMCSA could adopt a
new set of regulations, but not later than September 30, 2005. Effective October
1, 2005,  all  truckload  carriers  became  subject to revised  hours of service
regulations. The only significant change from the previous regulations is that a
driver using the sleeper berth  provision  must take at least eight  consecutive
hours in the sleeper berth during their ten hours off-duty.  Previously, drivers
were allowed to split their ten hour off-duty time in the sleeper berth into two
periods,  provided neither period was less than two hours. This more restrictive
sleeper berth provision is requiring some drivers to more efficiently plan their
schedules and may have a negative impact on mileage productivity. It is expected
that the greatest impact will be for multiple-stop  shipments or those shipments
with pickup or delivery  delays.  Multiple-stop  shipments are an  insignificant
portion  of the  Company's  business.  The  Company  has  avoided a  significant
disruption in productivity  through proper planning and customer  communications
in an effort to more  efficiently  schedule  driver  loading  and  unloading  of
freight.

     We also may become subject to new or more restrictive  regulations relating
to matters  such as fuel  emissions  and  ergonomics.  Our  company  drivers and
independent contractors also must comply with the safety and fitness regulations
promulgated by the DOT,  including  those relating to drug and alcohol  testing.
Additional  changes in the laws and  regulations  governing  our industry  could
affect the economics of the industry by requiring changes in operating practices
or by  influencing  the demand  for,  and the costs of  providing,  services  to
shippers.

     The Company's  operations are subject to various federal,  state, and local
environmental  laws  and  regulations,  implemented  principally  by the EPA and
similar  state  regulatory  agencies.  These laws and  regulations  include  the
management of underground  fuel storage tanks, the  transportation  of hazardous
materials,  the discharge of pollutants into the air and surface and underground
waters,  and  the  disposal  of  hazardous  waste.


                                       4
<PAGE>

The  Company  transports  an
insignificant  number of hazardous material shipments.  Management believes that
its operations are in compliance  with current laws and regulations and does not
know of any  existing  condition  that would cause  compliance  with  applicable
environmental  regulations  to have a material  effect on the Company's  capital
expenditures, earnings and competitive position. In the event the Company should
fail to comply with  applicable  regulations,  the  Company  could be subject to
substantial fines or penalties and to civil or criminal liability.

Available Information

     The Company files its Annual Report on Form 10-K, its Quarterly  Reports on
Form 10-Q,  Definitive Proxy Statements and periodic Current Reports on Form 8-K
with the Securities and Exchange Commission (the "SEC"). The public may read and
copy  any  material  filed  by the  Company  with  the SEC at the  SEC's  Public
Reference  Room at 450 Fifth  Street NW,  Washington,  DC 20549.  The public may
obtain  information  from  the  Public  Reference  Room  by  calling  the SEC at
1-800-SEC-0330.

     The Company's Annual Report on Form 10-K,  Quarterly  Reports on Form 10-Q,
Definitive Proxy  Statements,  Current Reports on Form 8-K and other information
filed with the SEC are  available  to the public over the  Internet at the SEC's
website at http://www.sec.gov  and through a hyperlink on the Company's Internet
website,  at  http://www.heartlandexpress.com.   Information  on  the  Company's
website is not incorporated by reference into this annual report on Form 10-K.

ITEM 1A.  RISK FACTORS

     Our future  results may be  affected  by a number of factors  over which we
have little or no control. The following issues, uncertainties, and risks, among
others, should be considered in evaluating our business and growth outlook.

Our  business  is subject to general  economic  and  business  factors  that are
largely out of our control.

     Our business is dependent on a number of factors that may have a materially
adverse  effect on our  results  of  operations,  many of which are  beyond  our
control. The most significant of these factors are recessionary economic cycles,
changes in customers'  inventory  levels,  excess tractor or trailer capacity in
comparison with shipping  demand,  and downturns in customers'  business cycles.
Economic  conditions,  particularly in market  segments and industries  where we
have a  significant  concentration  of  customers  and in regions of the country
where we have a significant amount of business, that decrease shipping demand or
increase  the supply of tractors and  trailers  can exert  downward  pressure on
rates or equipment utilization,  thereby decreasing asset productivity.  Adverse
economic conditions also may harm our customers and their ability to pay for our
services. Customers encountering adverse economic conditions represent a greater
potential  for loss,  and we may be  required  to  increase  our  allowance  for
doubtful accounts.

     We are also  subject to  increases in costs that are outside of our control
that could materially  reduce our profitability if we are unable to increase our
rates  sufficiently.  Such  cost  increases  include,  but are not  limited  to,
declines in the resale value of used  equipment,  increases  in interest  rates,
fuel prices,  taxes, tolls,  license and registration fees,  insurance,  revenue
equipment,  and healthcare for our employees. We could be affected by strikes or
other work stoppages at customer, port, border, or other shipping locations.

     In  addition,  we cannot  predict  the  effects on the  economy or consumer
confidence of actual or threatened armed conflicts or terrorist attacks, efforts
to combat terrorism, military action against a foreign state or group located in
a foreign state, or heightened security requirements. Enhanced security measures
could impair our  operating  efficiency  and  productivity  and result in higher
operating costs.

Our growth may not continue at historic rates.

     Historically,  we have experienced  significant and rapid growth in revenue
and profits.  There can be no assurance  that our business will continue to grow
in a  similar  fashion  in the  future  or that  we can  effectively  adapt  our
management,  administrative,  and  operational  systems to respond to any future
growth.  Further,  there can be no assurance that our operating margins will not
be adversely  affected by future  changes in and expansion of our business or by
changes in economic conditions.

                                       5
<PAGE>

Increased  prices,  reduced  productivity,  and restricted  availability  of new
revenue equipment may adversely affect our earnings and cash flows.

     We have experienced higher prices for new tractors over the past few years,
partially as a result of government regulations applicable to newly manufactured
tractors and diesel engines,  in addition to higher  commodity prices and better
pricing power among  equipment  manufacturers.  More  restrictive  Environmental
Protection Agency, or EPA, emissions  standards for 2007 will require vendors to
introduce new engines.  Additional EPA mandated  emission  standards will become
effective  for newly  manufactured  trucks  beginning in January  2010.  We have
decided to upgrade our fleet with pre-2007 engines. Our business could be harmed
if we are unable to continue to obtain an adequate  supply of new  tractors  and
trailers.  We  expect  to  continue  to  pay  increased  prices  for  equipment.
Furthermore, when we do decide to purchase tractors with post-2007 engines, such
engines are  expected to reduce  equipment  productivity  and lower fuel mileage
and, therefore,  increase our operating expenses.  At December 31, 2006, 100% of
our tractor  fleet was  comprised of tractors  with  pre-2007  engines that meet
EPA-mandated clean air standards.

     In addition,  a decreased demand for used revenue equipment could adversely
affect our business and operating  results.  We rely on the sale and trade-in of
used revenue equipment to offset the cost of new revenue  equipment.  The demand
for used  revenue  equipment is currently  stable.  However,  a reversal of this
trend could  result in lower  market  values.  This would  increase  our capital
expenditures  for new revenue  equipment,  decrease our gains on sale of revenue
equipment, or increase our maintenance costs if management decides to extend the
use of revenue equipment in a depressed market.

If fuel  prices  increase  significantly,  our  results of  operations  could be
adversely affected.

     We are  subject  to risk with  respect  to  purchases  of fuel.  Prices and
availability  of petroleum  products  are subject to  political,  economic,  and
market factors that are generally  outside our control.  Political events in the
Middle East, Venezuela, and elsewhere and hurricanes,  and other weather-related
events, also may cause the price of fuel to increase. Because our operations are
dependent  upon diesel  fuel,  significant  increases in diesel fuel costs could
materially  and  adversely  affect  our  results  of  operations  and  financial
condition if we are unable to pass increased costs on to customers  through rate
increases or fuel surcharges.  Historically, we have sought to recover a portion
of short-term  increases in fuel prices from customers  through fuel surcharges.
Fuel surcharges that can be collected do not always fully offset the increase in
the  cost  of  diesel  fuel.  To the  extent  we are  not  successful  in  these
negotiations our results of operations may be adversely affected.

Difficulty in driver and  independent  contractor  recruitment and retention may
have a materially adverse effect on our business.

     Difficulty  in  attracting  or  retaining   qualified  drivers,   including
independent  contractors,  could have a materially  adverse effect on our growth
and  profitability.  Our independent  contractors are responsible for paying for
their own equipment,  fuel, and other operating costs, and significant increases
in these  costs could  cause them to seek  higher  compensation  from us or seek
other  opportunities  within or outside  the  trucking  industry.  In  addition,
competition for drivers,  which is always intense,  continues to increase.  If a
shortage of drivers should continue, or if we were unable to continue to attract
and  contract  with  independent  contractors,  we could be  forced to limit our
growth,  experience an increase in the number of our tractors  without  drivers,
which would lower our profitability, or be required to further adjust our driver
compensation  package.  We have  increased  our driver  compensation  on several
occasions  recently.  While no  additional  pay  increases are planned for 2007,
increases in driver compensation could adversely affect our profitability if not
offset by a corresponding increase in rates.

We operate in a highly  regulated  industry,  and increased  costs of compliance
with, or liability for violation of, existing or future regulations could have a
materially adverse effect on our business.

     Our  operations  are regulated and licensed by various U.S.  agencies.  Our
company drivers and independent contractors also must comply with the safety and
fitness regulations of the United States Department of Transportation, including
those relating to drug and alcohol testing and hours-of-service. Such matters as
weight and equipment  dimensions are also subject to U.S.  regulations.  We also
may  become  subject to new or more  restrictive  regulations  relating  to fuel
emissions,  drivers'  hours-of-service,  ergonomics,  or other matters affecting
safety or operating methods. Other agencies,  such as the EPA and the Department
of Homeland Security (the "DHS"), also regulate our equipment,  operations,  and
drivers.  Future laws and  regulations may be more stringent and require changes
in our operating practices, influence the demand for transportation services,



                                       6
<PAGE>

or require us to incur significant  additional  costs.  Higher costs incurred by
us, or by our suppliers who pass the costs onto us through higher prices,  could
adversely affect our results of operations.

     The DOT,  through the Federal  Motor  Carrier  Safety  Administration  Act,
imposes  safety and fitness  regulations  on us and our drivers.  New rules that
limit driver  hours-of-service  were adopted effective January 4, 2004, and then
modified effective October 1, 2005. The rules effective October 1, 2005, did not
substantially change the existing rules but have created a moderate reduction in
the amount of time  available to drivers in longer  lengths of haul, and reduced
equipment  productivity in those lanes.  The FMCSA is studying rules relating to
braking  distance and  on-board  data  recorders  that could result in new rules
being proposed.  We are unable to predict the effect of any proposed rules,  but
we expect that any such proposed rules would increase costs in our industry, and
the on-board recorders potentially could decrease productivity and the number of
people interested in being drivers.

     In the  aftermath of the  September 11, 2001  terrorist  attacks,  federal,
state,  and municipal  authorities  have  implemented  and continue to implement
various  security  measures,  including  checkpoints and travel  restrictions on
large trucks. The Transportation  Security Administration (the "TSA") of the DHS
has adopted  regulations that require  determination by the TSA that each driver
who applies for or renews his or her license for carrying hazardous materials is
not a security threat.  This could reduce the pool of qualified  drivers,  which
could require us to increase driver compensation, limit our fleet growth, or let
trucks  sit idle.  These  regulations  also could  complicate  the  matching  of
available  equipment with hazardous material  shipments,  thereby increasing our
response time on customer orders and our non-revenue  miles. As a result,  it is
possible we may fail to meet the needs of our  customers or may incur  increased
expenses to do so. These security measures could negatively impact our operating
results.

     Some states and  municipalities  have begun to restrict the  locations  and
amount of time where diesel-powered  tractors,  such as ours, may idle, in order
to reduce  exhaust  emissions.  These  restrictions  could force us to alter our
drivers' behavior,  purchase on-board power units that do not require the engine
to idle, or face a decrease in productivity.

Our operations are subject to various  environmental  laws and regulations,  the
violation of which could result in substantial fines or penalties.

     In  addition to direct  regulation  by the DOT and other  agencies,  we are
subject to various  environmental laws and regulations dealing with the handling
of hazardous  materials,  underground  fuel storage  tanks,  and  discharge  and
retention of storm-water.  We operate in industrial areas, where truck terminals
and other  industrial  facilities  are located,  and where  groundwater or other
forms of environmental  contamination have occurred.  Our operations involve the
risks of fuel spillage or seepage,  environmental  damage,  and hazardous  waste
disposal,  among others.  We also maintain bulk fuel storage and fuel islands at
the majority of our facilities.

     If we are  involved  in a  spill  or  other  accident  involving  hazardous
substances,  or if we  are  found  to be in  violation  of  applicable  laws  or
regulations,  it could have a  materially  adverse  effect on our  business  and
operating  results.  If we should fail to comply with  applicable  environmental
regulations,  we could be subject to substantial fines or penalties and to civil
and criminal liability.

     Our business  also is subject to the effects of new tractor  engine  design
requirements  implemented by the EPA such as those that became effective October
1, 2002,  and  additional  EPA emission  requirements  that become  effective in
January 2007 which are discussed  above under "Risk  Factors - Increased  prices
for, or increased costs of operating,  new revenue  equipment may materially and
adversely affect our earnings and cash flow." Additional changes in the laws and
regulations  governing or impacting  our industry  could affect the economics of
the industry by requiring  changes in operating  practices or by influencing the
demand for, and the costs of providing, services to shippers.

We may not make acquisitions in the future, or if we do, we may not be
successful in integrating the acquired company, either of which could have a
materially adverse effect on our business.

Historically, acquisitions have been a part of our growth. There is no assurance
that we will be successful in  identifying,  negotiating,  or  consummating  any
future acquisitions. If we fail to make any future acquisitions, our growth rate
could be materially and adversely affected.  Any acquisitions we undertake could
involve  the   dilutive   issuance  of  equity   securities   and/or   incurring
indebtedness.  In  addition,  acquisitions  involve  numerous  risks,  including
difficulties in assimilating the acquired company's operations, the diversion of



                                       7
<PAGE>

our management's attention from other business concerns,  risks of entering into
markets  in which  we have had no or only  limited  direct  experience,  and the
potential loss of customers, key employees, and drivers of the acquired company,
all of  which  could  have a  materially  adverse  effect  on our  business  and
operating  results.  If we make  acquisitions in the future, we cannot guarantee
that we will be able to successfully  integrate the acquired companies or assets
into our business.

If we are  unable to retain  our key  employees  or find,  develop,  and  retain
service  center  managers,  our business,  financial  condition,  and results of
operations could be adversely affected.

     We are highly dependent upon the services of several executive officers and
key  management  employees.  The  loss of any of  their  services  could  have a
short-term,  negative  impact  on our  operations  and  profitability.  We  must
continue to develop and retain a core group of managers if we are to realize our
goal of expanding our operations  and continuing our growth.  Failing to develop
and retain a core group of managers  could have a materially  adverse  effect on
our  business.  The  Company  has  developed  a  structured  business  plan  and
procedures to prevent a long-term effect on future profitability due to the loss
of key management employees.

We are highly  dependent  on a few major  customers,  the loss of one or more of
which could have a materially adverse effect on our business.

     A  significant  portion of our  revenue is  generated  from  several  major
customers. For the year ended December 31, 2006, our top 25 customers,  based on
revenue,  accounted  for  approximately  68% of our  revenue.  A reduction in or
termination of our services by one or more of our major  customers  could have a
materially adverse effect on our business and operating results.

Seasonality and the impact of weather affect our operations and profitability.

     Our  tractor  productivity  decreases  during  the  winter  season  because
inclement weather impedes  operations,  and some shippers reduce their shipments
after the winter holiday season. Revenue can also be affected by bad weather and
holidays,  since  revenue is  directly  related  to  available  working  days of
shippers.  At the same time,  operating  expenses  increase and fuel  efficiency
declines  because  of engine  idling  and harsh  weather  which  creates  higher
accident  frequency,  increased claims, and more equipment repairs.  We can also
suffer  short-term  impacts  from  weather-related  events  such as  hurricanes,
blizzards,  ice  storms,  and floods  that  could  harm our  results or make our
results more volatile.

Ongoing insurance and claims expenses could significantly reduce our earnings.

     Our future  insurance and claims  expense might exceed  historical  levels,
which could  reduce our  earnings.  We  self-insure  for a portion of our claims
exposure  resulting  from  workers'   compensation,   auto  liability,   general
liability,  cargo and  property  damage  claims,  as well as  employees'  health
insurance.  We also are  responsible  for our legal  expenses  relating  to such
claims.   We  reserve  currently  for  anticipated   losses  and  expenses.   We
periodically  evaluate and adjust our claims reserves to reflect our experience.
However,  ultimate results may differ from our estimates,  which could result in
losses over our reserved amounts.

     We  maintain  insurance  above the amounts  for which we  self-insure  with
licensed insurance carriers.  Although we believe the aggregate insurance limits
should be sufficient to cover reasonably  expected  claims,  it is possible that
one or more  claims  could  exceed  our  aggregate  coverage  limits.  Insurance
carriers have raised premiums for many businesses, including trucking companies.
As a result, our insurance and claims expense could increase,  or we could raise
our  self-insured  retention  when our policies are renewed.  If these  expenses
increase,  or if we experience a claim in excess of our coverage  limits,  or we
experience a claim for which coverage is not provided, results of our operations
and financial condition could be materially and adversely affected.

We are dependent on computer and communications  systems,  and a systems failure
could cause a significant disruption to our business.

     Our business  depends on the efficient and  uninterrupted  operation of our
computer and communications  hardware systems and  infrastructure.  We currently
use  a  centralized  computer  network  and  regular  communication  to  achieve
system-wide  load  coordination.  Our operations and those of our technology and
communications  service  providers  are  vulnerable  to  interruption  by  fire,
earthquake, power loss,  telecommunications failure, terrorist attacks, Internet
failures, computer viruses, and other events beyond our control. In the event of
a  significant  system  failure,  our  business  could  experience   significant
disruption.


                                       8
<PAGE>

ITEM 1B. UNRESOLVED STAFF COMMENTS

         None.

ITEM 2. PROPERTIES

     Heartland's  headquarters  is located  adjacent to Interstate 80, near Iowa
City,  Iowa. The facilities  include five acres of land, two office buildings of
approximately  25,000  square feet combined and a storage  building,  all leased
from  the  Company's   chief  executive   officer  and  principal   stockholder.
Company-owned  facilities at this  location  include land with three tractor and
trailer  maintenance  garages totaling  approximately  26,500 square feet, and a
safety and  service  complex  adjacent to  Heartland's  corporate  offices.  The
adjacent  facility  provides  the Company with six acres of  additional  trailer
parking space, a drive-through inspection bay, an automatic truck wash facility,
and 6,000  square  feet of  office  space and  driver  facilities.  In the third
quarter  of 2005,  the  Company  announced  the  planned  construction  of a new
corporate  headquarters  and shop facility.  The new site will be on 40 acres of
land in North Liberty,  Iowa which is located on Interstate 380 and represents a
centralized location along the Cedar Rapids/Iowa City business corridor. The new
facility  will be funded with  proceeds  from the sale of the current  corporate
headquarters  and cash  flows  from  operations.  The  Company  anticipates  the
facility being  completed and ready for occupancy in 2007. The new buildings are
expected to be a total of approximately  97,600 square feet. The following table
provides information regarding the Company's facilities and/or offices:

________________________________________________________________________________
  Company Location      Office       Shop         Fuel         Owned or Leased
________________________________________________________________________________
Coralville, Iowa          Yes        Yes          Yes          Owned and Leased
________________________________________________________________________________
Ft. Smith, Arkansas       No         Yes          Yes          Owned
________________________________________________________________________________
O'Fallon, Missouri        No         Yes          Yes          Owned
________________________________________________________________________________
Atlanta, Georgia          Yes        Yes          Yes          Owned
________________________________________________________________________________
Columbus, Ohio            Yes        Yes          Yes          Owned
________________________________________________________________________________
Jacksonville, Florida     Yes        Yes          Yes          Owned
________________________________________________________________________________
Kingsport, Tennessee      Yes        Yes          Yes          Owned
________________________________________________________________________________
Olive Branch, Mississippi Yes        Yes          Yes          Owned
________________________________________________________________________________
Chester, Virginia         Yes        Yes          Yes          Owned
________________________________________________________________________________
Carlisle, Pennsylvania    Yes        Yes          Yes          Owned
________________________________________________________________________________
Phoenix, Arizona (1)      Yes        Yes          No           Leased
________________________________________________________________________________
Columbus, Ohio (2)        N/A        N/A          N/A          Owned
________________________________________________________________________________
Dubois, Pennsylvania (3)  N/A        N/A          N/A          Owned
________________________________________________________________________________


(1)  The Company  leases a facility in Phoenix,  Arizona.  In 2005,  the Company
     acquired fourteen acres of land in Phoenix, Arizona for the construction of
     a  new  regional  operating  facility.  Construction  began  in  2006  with
     completion expected in the first quarter of 2007.  Construction is financed
     by cash flows from operations.

(2)  A vacant, company-owned facility in Columbus, Ohio is available for sale or
     rent.

(3)  A  company-owned  facility in Dubois,  Pennsylvania  is being  leased to an
     unrelated  third  party.  The  lessee has an  obligation  to  purchase  the
     facility which is expected to be consummated in 2007.

ITEM 3. LEGAL PROCEEDINGS

     The Company is a party to ordinary,  routine  litigation and administrative
proceedings  incidental to its business.  These  proceedings  primarily  involve
claims for personal injury,  property damage, and workers' compensation incurred
in  connection  with  the  transportation  of  freight.  The  Company  maintains
insurance to cover  liabilities  arising from the  transportation of freight for
amounts in excess of certain self-insured retentions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth  quarter of 2006, no matters were  submitted to a vote of
security holders.


                                       9
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS, AND
        PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

     The Company's  common stock trades on the NASDAQ Global Select Market under
the symbol  HTLD.  The  following  table sets forth,  for the  calendar  periods
indicated,  the range of high and low price  quotations for the Company's common
stock as reported by the NASDAQ Global Select Market and the Company's dividends
declared per common share from January 1, 2005 to December 31, 2006.  The prices
and  dividends  declared have been  restated to reflect a  four-for-three  stock
split on May 15, 2006.

                                                             Dividends Declared
         Period                   High          Low           per Common Share
       Calendar Year 2006
         1st Quarter            $ 18.75       $ 14.55               $.015
         2nd Quarter              19.59         15.73                .020
         3rd Quarter              18.51         14.10                .020
         4th Quarter              17.71         14.79                .020

       Calendar Year 2005
         1st Quarter            $ 17.33       $ 14.29              $ .015
         2nd Quarter              15.59         13.31                .015
         3rd Quarter              16.31         14.09                .015
         4th Quarter              16.64         14.06                .015

     On January 30, 2007,  the last  reported  sale price of our common stock on
the NASDAQ Global Select Market was $16.74 per share.

     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or  commissions,  and may not  represent  actual  transactions.  As of
February  1, 2007,  the  Company  had 232  stockholders  of record of its common
stock. However, the Company estimates that it has a significantly greater number
of stockholders because a substantial number of the Company's shares are held of
record by brokers or dealers for their customers in street names.

Dividend Policy

     During the third quarter of 2003, the Company announced the  implementation
of a  quarterly  cash  dividend  program.  The  Company  has  declared  and paid
quarterly dividends for the past fourteen consecutive quarters. The Company does
not  currently  intend to  discontinue  the  quarterly  cash  dividend  program.
However,  future  payments of cash  dividends  will  depend  upon the  financial
condition,  results of operations and capital  requirements  of the Company,  as
well as other factors deemed relevant by the Board of Directors.

Stock Split

     On April 20, 2006, the Board of Directors  approved a four-for-three  stock
split,  affected  in the form of a 33 percent  stock  dividend.  The stock split
occurred on May 15,  2006,  to  shareholders  of record as of May 5, 2006.  This
stock split increased the number of outstanding shares to 98.4 million from 73.8
million.  The number of common shares issued and  outstanding  and all per share
amounts have been adjusted to reflect the stock split for all periods presented.

Stock Repurchase

     In September 2001, the Board of Directors  approved the repurchase of up to
6.3 million  shares of Heartland  Express,  Inc.  common stock.  During the year
ended  December 31, 2006,  176,700 shares were  repurchased  for $2.5 million at
approximately  $14.41 per share and the shares  were  retired.  The cost of such
shares  purchased  and  retired  in excess  of their par value in the  amount of
approximately of $2.5 million was charged to retained earnings.


                                       10
<PAGE>

Share Based Compensation

     On March 7, 2002, the Company's chief executive officer transferred 181,500
of his  own  shares  establishing  a  restricted  stock  plan on  behalf  of key
employees.  The shares vest over a five year period or upon death or  disability
of the  recipient.  The shares were valued at the March 7, 2002 market  value of
approximately $2.0 million.  The market value of $2.0 million is being amortized
over a five  year  period  as  compensation  expense.  Compensation  expense  of
$376,029, $363,568 and $380,427 for the years ended December 31, 2006, 2005, and
2004,  respectively,  is  recorded  in  salaries,  wages,  and  benefits  on the
consolidated  statement of income. As of December 31, 2006, there was $62,672 of
unearned  compensation  cost related to the restricted stock granted.  This cost
will be  recognized  over the first  quarter of 2007.  All  unvested  shares are
included in the Company's 98.3 million outstanding shares.

     A summary of the Company's  non-vested  restricted stock as of December 31,
2006,  and changes during the twelve months ended December 31, 2006 is presented
in the table below:

                                                                   Grant-date
                                                      Shares       Fair Value
                                                      ______       __________
Non-vested stock outstanding at January 1, 2006       68,200        $ 11.00
Granted                                                  -              -
Vested                                               (34,000)         11.00
Forfeited                                                -                -
                                                      ______       __________
Non-vested stock outstanding at December 31, 2006     34,200        $ 11.00
                                                      ======       ==========

The fair value of the shares  vested was  $578,245  and  $549,201 for the twelve
months ended December 31, 2006 and 2005, respectively.

In December  2004,  the FASB issued SFAS No.  123(R),  "Share-Based  Payment," a
revision of SFAS No. 123, which addresses the accounting for share-based payment
transactions.  SFAS No.  123(R)  eliminates  the ability to account for employee
share-based compensation  transactions using APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees,"   and  generally   requires   instead  that  such
transactions be accounted and recognized in the consolidated statement of income
based on their fair value.  SFAS No. 123(R) also  requires  entities to estimate
the number of  forfeitures  expected to occur and record  expense based upon the
number of awards  expected to vest. The Company  implemented  SFAS No. 123(R) on
January  1,  2006.  The  unamortized   portion  of  unearned   compensation  was
reclassified  to retained  earnings upon  implementation.  The  amortization  of
unearned  compensation is being recorded as additional paid-in capital effective
January  1, 2006.  The  implementation  of SFAS No.  123(R) had no effect on the
Company's results of operations for the year ended December 31, 2006.






















                                       11
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The selected  consolidated  financial data presented  below is derived from
the Company's consolidated financial statements. The information set forth below
should be read in  conjunction  with  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations"  and the Company's  consolidated
financial statements and notes thereto included in Item 8 of this Form 10-K.

                                              Year Ended December 31,
                                     (in thousands, except per share data)
                                 2006      2005      2004      2003      2002
                               --------  --------  --------  --------  ---------
Statements of Income Data:
Operating revenue              $571,919  $523,793  $457,086  $405,116  $340,745
                               --------  --------  --------  --------  ---------
Operating expenses:
  Salaries, wages, and
   benefits (3)                 189,179   174,180   157,505   141,293   109,960
  Rent and purchased
   transportation                24,388    29,635    36,757    49,988    64,159
  Fuel                          146,240   123,558    83,263    62,218    43,463
  Operations and maintenance     12,647    14,955    12,939    13,298    12,872
  Operating taxes and licenses    9,143     8,969     8,996     8,403     7,144
  Insurance and claims(3)        16,621    17,938    16,545     2,187     9,193
  Communications and utilities    3,721     3,554     3,669     3,605     2,957
  Depreciation                   47,351    38,228    29,628    26,534    20,379
  Other operating expenses       17,357    16,696    14,401    12,539     8,843
  Gain on disposal of property
  and equipment                 (18,144)   (8,032)     (175)      (46)     (274)
                               --------  --------  --------  --------   --------
                                448,503   419,681   363,528   320,019   278,696
                               --------  --------  --------  --------   -------
     Operating income(2)        123,416   104,112    93,558    85,097    62,049
Interest income                  11,732     7,373     3,071     2,046     2,811
                               --------  --------  --------  --------   -------
Income before income taxes      135,148   111,485    96,629    87,143    64,860
Income taxes                     47,978    39,578    34,183    29,922    22,053
                               --------  --------  --------  --------   -------
Net income (2)                 $ 87,171  $ 71,907  $ 62,446  $ 57,221   $42,807
                               ========  ========  ========  ========  ========
Weighted average shares
outstanding (1)                  98,359    99,125   100,000   100,000   100,000
                               ========  ========  ========  ========  ========
Earnings per share (1)(2)      $   0.89  $   0.73  $   0.62  $   0.57  $   0.43
                               ========  ========  ========  ========  ========
Dividends per share (1)        $  0.075  $  0.060  $  0.050  $  0.020  $      -
                               ========  ========  ========  ========  ========

Balance Sheet data:
Net working capital            $294,252  $271,263  $242,472  $186,648  $146,297
Total assets                    669,070   573,508   517,012   448,407   373,108
Stockholders' equity            505,936   433,252   389,343   331,516   275,930

The Company had no long-term debt during any of the five years presented.

(1) Periods 2002 through 2005 have been  adjusted to reflect the  four-for-three
stock split of May 15, 2006.
(2)  Effective  July  1,  2005,  the  Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 153,  "Exchanges of Non-monetary  Assets--An
Amendment  of  Accounting  Principles  Board  Opinion  No.  29,  Accounting  for
Non-monetary Transactions" ("SFAS 153"). The prospective application of SFAS 153
after June 30, 2005  resulted  in the  immediate  recognition  of gains from the
trade-in  of revenue  equipment  rather  than  reduction  in the cost of the new
revenue  equipment.  The recognition of gains from trade-in of revenue equipment
is offset over the equipment  life by increased  depreciation  expense.  For the
twelve month period of 2006 and the six month  period of 2005,  gains  resulting
from the  adoption of SFAS 153 were $14.8  million for 2006 and $6.1 million for
2005, net of associated  increase in depreciation  expense.  Management believes
that gains  reported in future periods will not be at the same level as reported
in the 2006 and 2005 periods.
(3) The Company  increased the amount accrued for workers'  compensation by $2.9
million and decreased the amount accrued for accident  liability claims by $11.2
million during the 2003 period as a result of actuarial studies.
                                       12
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

Overview

     Heartland Express,  Inc. is a short-to-medium  haul truckload carrier.  The
Company  transports freight for major shippers and generally earns revenue based
on the number of miles per load delivered. The Company provides regional dry van
truckload  services from nine regional  operating  centers  including a regional
operation  based at its  corporate  headquarters.  The  Company's  nine regional
operating  centers  accounted  for  73.2% of the 2006  operating  revenues.  The
Company expanded to the Western United States in the second quarter of 2005 with
the  opening of a regional  operating  center in Phoenix,  Arizona.  The Company
takes pride in the quality of the service that it provides to its customers. The
keys to maintaining a high level of service are the  availability  of late-model
equipment and experienced drivers.

     Operating  efficiencies  and cost controls are achieved  through  equipment
utilization,  operating a fleet of late model equipment, maintaining an industry
leading driver to non-driver  employee  ratio,  and the effective  management of
fixed and variable  operating costs. At December 31, 2006, the Company's tractor
fleet had an average age of 1.2 years while the trailer fleet had an average age
of 3.1 years. The Company has grown  internally by providing  quality service to
targeted  customers  with a high  density of freight in the  Company's  regional
operating  areas.  In  addition to the  development  of its  regional  operating
centers,  the Company has made five  acquisitions  since 1987.  Future growth is
dependent upon several  factors  including the level of economic  growth and the
related  customer  demand,  the  available  capacity in the  trucking  industry,
potential of  acquisition  opportunities,  and the  availability  of experienced
drivers.

     The  Company  achieved  record  operating  results  during  the year  ended
December 31, 2006. The Company ended the year with operating  revenues of $571.9
million,  including fuel surcharges,  net income of $87.2 million,  and earnings
per share of $0.89 on average  outstanding  shares of 98.4 million.  The Company
posted a 78.4% operating ratio (operating  expenses as a percentage of operating
revenues)  and a 15.2% net margin.  The Company  ended the year with cash,  cash
equivalents,  and  short-term  investments  of $331.3  million  and a  debt-free
balance  sheet.  The Company has total assets of $669.1  million at December 31,
2006. The Company achieved a return on assets of 14.0% and a return on equity of
18.6%,  both improvements over 2005. The Company's cash flow from operations for
the year of $128.1 million was 22.4% of operating revenues.

     The 2006 and 2005  periods  have been  favorably  impacted  by gains on the
trade-in of revenue  equipment.  Prior to the  implementation  of  Statement  of
Financial  Accounting  Standard  No. 153 on July 1, 2005,  the gains  related to
trade-in of revenue producing equipment was deferred as a reduction of the basis
of the new equipment. For the years ended December 31, 2006 and 2005, gains from
the  trade-in  of  revenue  equipment  were  $14.8  million  and  $6.1  million,
respectively,  net of associated  increase in depreciation  expense.  Management
believes that gains  reported in future periods will not be at the same level as
reported in 2006.

     The Company hires only experienced  drivers with safe driving  records.  In
order to attract and retain experienced drivers who understand the importance of
customer  service,  the Company  increased pay for all drivers by $0.03 per mile
during both the first quarters of 2004 and 2005.  Effective October 2, 2004, the
Company began paying all drivers an  incremental  amount for miles driven in the
upper Northeastern  United States. In 2006, the Company  implemented  additional
pay  increases  for  drivers in  selected  operations  groups  and a  fleet-wide
incentive for all drivers maintaining a valid hazardous materials endorsement on
their commercial driver's license. The Company has solidified its position as an
industry leader in driver compensation with these aforementioned increases.



                                       13
<PAGE>

Results of Operations

     The  following  table sets forth the  percentage  relationships  of expense
items to total operating revenue for the years indicated.

                                               Year Ended December 31,
                                           -------------------------------
                                             2006       2005         2004
                                           -------     -------     -------
Operating revenue                           100.0%      100.0%      100.0%
                                           -------     -------     -------
Operating expenses:
   Salaries, wages, and benefits             33.1%       33.3%       34.4%
   Rent and purchased transportation          4.3         5.7         8.0
   Fuel                                      25.6        23.6        18.2
   Operations and maintenance                 2.2         2.8         2.8
   Operating taxes and license                1.6         1.7         2.0
   Insurance and claims                       2.9         3.4         3.6
   Communications and utilities               0.6         0.7         0.8
   Depreciation                               8.3         7.3         6.5
   Other operating expenses                   3.0         3.1         3.2
   Gain on disposal of property
     and equipment                           (3.2)       (1.5)        0.0
                                           -------     -------     -------
                                             78.4%       80.1%       79.5%
                                           -------     -------     -------
        Operating income                     21.6%       19.9%       20.5%
Interest income                               2.0         1.4         0.7
                                           -------     -------     -------
   Income before income taxes                23.6%       21.3%       21.2%
Income taxes                                  8.4         7.6         7.5
                                           -------     -------     -------
               Net income                    15.2%       13.7%       13.7%
                                           =======     =======     =======

Year Ended December 31, 2006 Compared With Year Ended December 31, 2005

     Operating revenue increased $48.1 million (9.2%), to $571.9 million in 2006
from $523.8 million in 2005, as a result of the Company's expansion of its fleet
and customer base as well as improved freight rates.  Operating revenue for both
periods was  positively  impacted by fuel  surcharges  assessed to the  customer
base. Fuel surcharge revenue  increased $21.7 million,  (36.3%) to $81.4 million
in 2006 from $59.7 million reported in 2005.

     Salaries,  wages,  and benefits  increased $15.0 million (8.6%),  to $189.2
million in 2006 from $174.2 million in 2005.  These increases were the result of
increased  reliance  on  employee  drivers  due to a  decrease  in the number of
independent  contractors utilized by the Company and a driver pay increase.  The
Company  increased  driver pay by $0.01 per mile in January 2006 for all drivers
maintaining a valid hazardous materials endorsement on their commercial driver's
license  and  implemented   quarterly  pay  increases  for  selected   operating
divisions. These increases to driver compensation resulted in a cost increase of
approximately $5.6 million in 2006. During 2006,  employee drivers accounted for
94% and independent  contractors 6% of the total fleet miles,  compared with 92%
and 8%,  respectively,  in 2005.  Workers'  compensation  expense increased $0.6
million  (18.0%)  to $4.2  million  in 2006 from $3.6  million in 2005 due to an
increase in frequency and severity of claims. Health insurance expense increased
$0.8 million (10.3%) to $8.5 million in 2006 from $7.7 million in 2005 due to an
increase in frequency and severity of claims and increased  reliance on employee
drivers.

     Rent and purchased  transportation decreased $5.2 million (17.7%), to $24.4
million  in 2006 from  $29.6  million  in 2005.  This  reflected  the  Company's
decreased   reliance   upon   independent   contractors.   Rent  and   purchased
transportation for both periods includes amounts paid to independent contractors
for  fuel  stabilization.  The  Company  increased  the  base  mileage  rate for
independent  contractors  by $0.03 per mile in the first quarter of 2005 for the
second consecutive year. In the first quarter of 2006, the Company increased the
independent  contractor  base mileage pay by $0.01 per mile for all  independent
contractors  maintaining a hazardous  materials  endorsement on their commercial
driver's  license,  and an  additional  $0.01 per mile per quarter  beginning on
April 1, 2006.

     Fuel increased $22.7 million (18.4%), to $146.3 million in 2006 from $123.6
million in 2005.  The  increase  is the result of  increased  fuel prices and an
increased  reliance  on  company-owned  tractors.  The  Company's  fuel cost per
company-owned  tractor mile increased  13.8% in 2006 compared to 2005. Fuel cost
per mile,  net of fuel  surcharge,  decreased 2.3% in 2006 compared to 2005. The

                                       14
<PAGE>

Company's  fuel  cost  per  gallon  increased  11.7%  in 2006  compared  to 2005
primarily  due to continued  instability  in the Middle East and  concerns  over
domestic inventory levels.

     Operations and maintenance decreased $2.3 million (15.4%), to $12.6 million
in 2006 from $14.9 million in 2005. The decrease is primarily  attributed to the
improved  average age of the revenue  equipment in our fleet. The average age of
our tractor fleet is 1.2 years while the average age of the trailer fleet is 3.1
years.  In 2005,  the  average  age of  tractors  was 1.5  years  with  trailers
averaging 3.2 years.

     Insurance and claims  decreased  $1.3 million  (7.3%),  to $16.6 million in
2006 from $17.9  million in 2005 due to a decrease in the frequency and severity
of claims.

     Depreciation  increased $9.1 million (23.9%), to $47.3 million in 2006 from
$38.2  million  in 2005.  This  increase  is  attributable  to the growth of our
company-owned  tractor and trailer  fleet,  an  increased  cost of new  tractors
primarily   associated  with  the  EPA-mandated  clean  air  engines,   and  the
implementation  of SFAS No. 153. New tractors have a higher cost than the models
being replaced due to EPA-mandated clean air standards. As of December 31, 2006,
100% of the  Company's  tractor  fleet had the EPA clean air engine  compared to
68.6% at December 31, 2005. For the year ended December 31, 2006, as a result of
SFAS  No.  153,  approximately  $2.8  million  of  additional  depreciation  was
recognized  due to a higher  depreciable  basis of  revenue  equipment  acquired
through  trade-ins.  For the same period of 2005,  the  additional  depreciation
attributable  to SFAS  No.  153 was  $369,000.  In  future  periods,  we  expect
depreciation  will  increase as we  continue to upgrade our fleet in  compliance
with EPA-mandated engine changes and due to the impact of SFAS No. 153.

     Other operating expenses increased $0.7 million (4.0%), to $17.4 million in
2006 from  $16.7  million in 2005.  Other  operating  expenses  consist of costs
incurred for  advertising  expense,  freight  handling,  highway  tolls,  driver
recruiting expenses, and administrative costs.

     Gain on the  disposal of property and  equipment  increased  $10.1  million
(125.9%),  to $18.1  million in 2006 from $8.0 million in the 2005  period.  The
2006 period includes $17.6 million from gains on trade-ins of revenue  equipment
which are  recognized  under SFAS No. 153  compared to $6.5 million for the same
period of 2005. Prior to the implementation of SFAS No 153, gains from trade-ins
of  revenue  equipment  were  deferred  as a  reduction  of the basis of the new
equipment.  Management  does not believe  gains in the future will be at similar
levels realized in the 2006 period.

     Interest income  increased $4.3 million  (59.1%),  to $11.7 million in 2006
from $7.4 million in 2005. The increase is the result of higher average balances
of cash,  cash  equivalents,  and short-term  investments and higher yields than
2005.

     The Company's effective tax rate was 35.5% for 2006 and 2005, respectively.
Income taxes have been  provided for at the  statutory  federal and state rates,
adjusted for certain permanent  differences  between financial  statement income
and income for tax reporting.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a percentage  of operating  revenue) was 78.4% during the year ended
December  31, 2006  compared  with 80.1% for 2005.  Net income  increased  $15.3
million  (21.2%),  to $87.2  million for the year ended  December  31, 2006 from
$71.9 million for the year ended December 31, 2005.

Year Ended December 31, 2005 Compared With Year Ended December 31, 2004

     Operating  revenue  increased $66.7 million  (14.6%),  to $523.8 million in
2005 from $457.1 million in 2004, as a result of the Company's  expansion of its
fleet  and  customer  base  as well  as  improved  freight  rates  and  improved
utilization of fleet capacity. Operating revenue for both periods was positively
impacted  by fuel  surcharges  assessed to the  customer  base.  Fuel  surcharge
revenue increased $31.2 million,  (109.5%),  to $59.7 million in 2005 from $28.5
million reported in 2004.

     Salaries,  wages, and benefits  increased $16.7 million (10.6%),  to $174.2
million in 2005 from $157.5 million in 2004.  These increases were the result of
increased  reliance  on  employee  drivers  due to a  decrease  in the number of
independent  contractors utilized by the Company and a driver pay increase.  The
Company  increased driver pay by $0.03 per mile in the first quarter of 2005 for
the second  consecutive  year.  During the fourth  quarter of 2004,  the Company
implemented additional mileage pay for miles driven in the Northeast corridor of
the United States.  These  increases to driver  compensation  resulted in a cost

                                       15
<PAGE>

increase of approximately  $9.2 million in 2005.  During 2005,  employee drivers
accounted  for 92% and  independent  contractors  8% of the total  fleet  miles,
compared with 88% and 12%, respectively,  in 2004. Workers' compensation expense
decreased $4.0 million (53.0%) to $3.6 million in 2005 from $7.6 million in 2004
due to a decrease in frequency and severity of claims.  Health insurance expense
increased $3.2 million (71.2%) to $7.7 million in 2005 from $4.5 million in 2004
due to an increase in frequency and severity of claims and increased reliance on
employee drivers.

     Rent and purchased  transportation decreased $7.2 million (19.4%), to $29.6
million  in 2005 from  $36.8  million  in 2004.  This  reflected  the  Company's
decreased   reliance   upon   independent   contractors.   Rent  and   purchased
transportation for both periods includes amounts paid to independent contractors
for  fuel  stabilization.  The  Company  increased  the  base  mileage  rate for
independent  contractors  by $0.03 per mile in the first quarter of 2005 for the
second  consecutive  year.  During  the  fourth  quarter  of 2004,  the  Company
implemented additional mileage pay for miles driven in the Northeast corridor of
the United States.  These increases  resulted in additional cost of $0.8 million
in 2005.

     Fuel increased $40.3 million (48.4%),  to $123.6 million in 2005 from $83.3
million  in 2004.  The  increase  is the result of  increased  fuel  prices,  an
increased  reliance on  company-owned  tractors,  and a decrease in fuel economy
associated with the EPA-mandated clean air engines.  The Company's fuel cost per
company-owned  tractor mile increased  39.7% in 2005 compared to 2004. Fuel cost
per mile, net of fuel  surcharge,  increased 12.0% in 2005 compared to 2004. The
Company's  fuel  cost  per  gallon  increased  34.5%  in 2005  compared  to 2004
primarily due to continued  instability in the Middle East and severe hurricanes
in the Gulf Coast  region.  In addition,  the fuel economy for tractors with the
EPA-mandated  clean air  engines  decreased  7.3%.  In 2005,  tractors  with the
EPA-mandated  clean air engine accounted for 47.9% of the miles generated by the
company-owned fleet.

     Operations and maintenance increased $2.0 million (15.6%), to $14.9 million
in 2005 from $12.9 million in 2004.  The increase is primarily  attributable  to
the growth of the  company-owned  tractor and trailer  fleets and the associated
costs to maintain revenue equipment.

     Insurance and claims  increased  $1.4 million  (8.4%),  to $17.9 million in
2005 from $16.5 million in 2004 due to an increase in the frequency and severity
of claims.

     Depreciation  increased $8.6 million (29.0%), to $38.2 million in 2005 from
$29.7  million  in 2004.  This  increase  is  attributable  to the growth of our
company-owned  tractor and trailer  fleet,  an  increased  cost of new  tractors
primarily   associated  with  the  EPA-mandated  clean  air  engines,   and  the
implementation  of SFAS No. 153. New tractors have a higher cost than the models
being replaced due to EPA-mandated clean air standards. As of December 31, 2005,
68.6% of the Company's  tractor  fleet had the EPA clean air engine  compared to
32.6% at December 31, 2004. For the year ended December 31, 2005, as a result of
SFAS No. 153, approximately  $369,000 of additional  depreciation was recognized
due  to a  higher  depreciable  basis  of  revenue  equipment  acquired  through
trade-ins.

     Other operating expenses  increased $2.3 million (15.9%),  to $16.7 million
in 2005 from $14.4 million in 2004.  Other operating  expenses  consist of costs
incurred for  advertising  expense,  freight  handling,  highway  tolls,  driver
recruiting expenses, and administrative costs.

     Gain on the  disposal of property  and  equipment  increased  $7.8  million
(4494.1%),  to $8.0 million in 2005 from $0.2  million in the 2004  period.  For
2005, $6.5 million  represents gains on trade-ins of revenue equipment which are
recognized  under SFAS No. 153.  Prior to the  implementation  of SFAS No 153 on
July 1,  2005,  gains  were  deferred  as a  reduction  of the  basis of the new
equipment.

     Interest income  increased $4.3 million  (140.1%),  to $7.4 million in 2005
from $3.1 million in 2004. The increase is the result of higher average balances
of cash,  cash  equivalents,  and short-term  investments and higher yields than
2004.

     The  Company's  effective  tax rate was  35.5%  and 35.4% in 2005 and 2004,
respectively.  Income taxes have been provided for at the statutory  federal and
state  rates,  adjusted  for certain  permanent  differences  between  financial
statement income and income for tax reporting.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a percentage  of operating  revenue) was 80.1% during the year ended
December  31,  2005  compared  with 79.5% for 2004.  Net income  increased  $9.5
million  (15.2%),  to $71.9  million for the year ended  December  31, 2005 from
$62.4 million for the year ended December 31, 2004.

                                       16
<PAGE>

Inflation and Fuel Cost

     Most of the  Company's  operating  expenses are  inflation-sensitive,  with
inflation  generally  producing  increased costs of operations.  During the past
three years,  the most  significant  effects of  inflation  have been on revenue
equipment  prices  and the  compensation  paid to the  drivers.  Innovations  in
equipment  technology  and comfort have resulted in higher tractor  prices,  and
there has been an  industry-wide  increase  in wages paid to attract  and retain
qualified drivers. The Company historically has limited the effects of inflation
through increases in freight rates and certain cost control efforts. In addition
to inflation,  fluctuations in fuel prices can affect profitability. Most of the
Company's contracts with customers contain fuel surcharge  provisions.  Although
the Company  historically has been able to pass through most long-term increases
in fuel prices and operating  taxes to customers in the form of  surcharges  and
higher rates, shorter-term increases are not fully recovered.

     Fuel prices have  remained  high  throughout  2004,  2005,  and 2006,  thus
increasing our cost of operations.  In addition to the increased fuel costs, the
reduced fuel  efficiency of the new EPA engines has put  additional  pressure on
profitability due to increased fuel consumption.  Competitive  conditions in the
transportation industry, such as lower demand for transportation services, could
affect the Company's ability to obtain rate increases or fuel surcharges.

Liquidity and Capital Resources

     The growth of the Company's  business requires  significant  investments in
new revenue  equipment.  Historically  the Company has been  debt-free,  funding
revenue equipment  purchases with cash flow provided by operations.  The Company
also obtains tractor capacity by utilizing independent contractors,  who provide
a  tractor  and  bear all  associated  operating  and  financing  expenses.  The
Company's  primary source of liquidity for the year ended December 31, 2006, was
net cash provided by operating  activities of $128.1 million  compared to $104.9
million  in 2005 due  primarily  to higher  net  income in 2006.  Cash flow from
operating activities was 22.4% of operating revenues in 2006 compared with 20.0%
in 2005.

     Capital expenditures for property and equipment, net of trade-ins,  totaled
$76.1  million for 2006  compared to $49.2  million  during  2005.  We currently
expect  capital  expenditures  for  revenue  equipment,  net  of  trades,  to be
approximately $48.7 million in 2007. In addition, the Company began construction
of a new facility in Phoenix,  Arizona in 2006.  This facility is expected to be
completed in the first quarter of 2007 with additional  capital  expenditures of
$2.2 million.  These projected capital expenditures will be funded by cash flows
from operations.  Total expenditures for the new corporate headquarters and shop
facility in North Liberty,  Iowa are expected to be approximately  $12.0 million
to $15.0 million. Construction is expected to be completed in the second quarter
of 2007.

     The Company paid cash  dividends  of $6.9 million in 2006  compared to $6.0
million in 2005. The Company began paying cash dividends in the third quarter of
2003.  The Company  declared a $2.0  million  cash  dividend  in December  2006,
payable on January 2, 2007.

     The Company  paid income taxes of $41.3  million in 2006  compared to $42.1
million in 2005.  The  decrease  is  primarily  attributable  to an  increase in
interest income not subject to tax along with an increase in tax depreciation.

     During the year ended  December 31, 2006,  176,700  shares of the Company's
common  stock were  repurchased  for $2.5  million at  approximately  $14.41 per
share. The repurchased shares were subsequently  retired.  At December 31, 2006,
the Company has 4.9 million shares remaining under the current Board of Director
repurchase authorization. Future purchases are dependent upon market conditions.

     Management  believes the Company has adequate liquidity to meet its current
and  projected  needs.  The Company will  continue to have  significant  capital
requirements  over the  long-term  which are  expected to be funded by cash flow
provided by operations and from existing cash, cash equivalents,  and short-term
investments.  The  Company  ended the year with  $331.3  million  in cash,  cash
equivalents, and short-term investments and no debt. Net working capital for the
year ended December 31, 2006 increased by $32.7 million over 2005.  Based on the
Company's strong financial position, management believes outside financing could
be obtained, if necessary, to fund capital expenditures.

                                       17
<PAGE>

Off-Balance Sheet Transactions

     The Company's  liquidity is not materially  affected by  off-balance  sheet
transactions.

Contractual Obligations and Commercial Commitments

     The  following  sets  forth  our  contractual  obligations  and  commercial
commitments  at December  31,  2006.  As of December 31, 2006 the Company has no
debt outstanding.
<TABLE>
<CAPTION>

                                                Payments due by period
                               --------------------------------------------------------
Contractual Obligations            Total     Less than 1 year  1 - 3 years  3 - 5 years
                               --------------------------------------------------------
<S>                            <C>           <C>               <C>          <C>
Purchase Obligation (1)(2)     $29,931,760   $     29,931,760  $       --   $        --

Operating Lease Obligations(3) $ 1,186,335   $        385,415  $  662,830   $   138,090
                               --------------------------------------------------------
Total                          $31,118,095   $     30,317,175  $  662,830   $   138,090
                               ========================================================
</TABLE>

          (1) The  purchase  obligations  reflect  the total  purchase  price of
          approximately $14.9 million, for tractors scheduled to be delivered in
          the first quarter of 2007. These purchases are expected to be financed
          by existing cash and  short-term  investment  balances,  and with cash
          flows from operations.

          (2)  The  purchase  obligations  reflect  $15.0  million  for  the new
          corporate  headquarters.  The anticipated  costs for the new corporate
          headquarters  are  expected to range from $12.0 - $15.0  million.  The
          corporate  headquarters  will be funded with proceeds from the sale of
          the  current  corporate   headquarters  and  from  existing  cash  and
          short-term investment balances, and with cash flows from operations.

          (3) The operating lease  obligations  include the rental of facilities
          at the Company's  corporate  headquarters.  This lease expires May 31,
          2010 and contains a five-year  renewal  option (See Note 5 for further
          details).  In 2005, the Company  announced the  construction  of a new
          corporate  headquarters which is expected to be ready for occupancy in
          2007.  The  lease  will be  cancelled  upon the  occupancy  of the new
          corporate   headquarters  and  shop  facility.   The  operating  lease
          obligations  also  include  the lease of a terminal  space in Phoenix,
          Arizona.  This lease  expired  June 30, 2006 and contains two one-year
          renewal options. The Company extended the lease for a one-year term in
          June  2006.  The  Company  anticipates  occupancy  in the new  Phoenix
          terminal in the first  quarter,  2007. The lease will be canceled upon
          occupancy of the new Phoenix terminal.

Critical Accounting Policies

     The preparation of financial  statements in conformity with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses during the reporting periods.

     The Company's  management routinely makes judgments and estimates about the
effect of matters that are inherently uncertain.  As the number of variables and
assumptions  affecting  the  probable  future  resolution  of the  uncertainties
increase,  these judgments become even more subjective and complex.  The Company
has identified certain accounting  policies,  described below, that are the most
important to the  portrayal of the  Company's  current  financial  condition and
results of operations.

     The most  significant  accounting  policies and  estimates  that affect the
financial statements include the following:

     *    Revenue is recognized when freight is delivered.


                                       18
<PAGE>

     *    Selections of estimated  useful lives and salvage  values for purposes
          of depreciating  tractors and trailers.  Depreciable lives of tractors
          and  trailers  are 5 and 7 years,  respectively.  Estimates of salvage
          value are based upon the  expected  market  values of equipment at the
          end of the expected useful life.
     *    Management  estimates accruals for the self-insured portion of pending
          accident liability,  workers' compensation,  physical damage and cargo
          damage  claims.   These  accruals  are  based  upon   individual  case
          estimates,   including   reserve   development,   and   estimates   of
          incurred-but-not-reported losses based upon past experience.
     *    Management  judgment is required to determine the provision for income
          taxes and to determine whether deferred income taxes will be realized.
          Deferred tax assets and  liabilities  are measured  using  enacted tax
          rates  expected  to apply to taxable  income in the years in which the
          temporary  differences  are  expected to be  recovered  or settled.  A
          valuation  allowance is required to be  established  for the amount of
          deferred income tax assets that are determined not to be realizable. A
          valuation  allowance  for  deferred  income  tax  assets  has not been
          established due to the profitability of the Company's business.

     Management   periodically   re-evaluates  these  estimates  as  events  and
circumstances  change.  These  factors may  significantly  impact the  Company's
results of operations from period-to-period.

New Accounting Pronouncements

     See Note 1 of the consolidated  financial statements for a full description
of recent  accounting  pronouncements  and the respective  dates of adoption and
effects on results of operations and financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company purchases only high quality liquid  investments.  Primarily all
investments as of December 31, 2006 have an original  maturity or interest reset
date of six months or less. Due to the short term nature of the  investments the
Company is exposed to minimal  market risk related to its cash  equivalents  and
investments.

     The Company has no debt  outstanding as of December 31, 2006 and therefore,
has no market risk related to debt.

     As  of  December  31,  2006,  the  Company  has  no  derivative   financial
instruments to reduce its exposure to diesel fuel price fluctuations.







                                       19
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


             Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Heartland Express, Inc.:


We have  audited  the  accompanying  consolidated  balance  sheets of  Heartland
Express,  Inc. and subsidiaries  (the Company) as of December 31, 2006 and 2005,
and the related  consolidated  statements of income,  stockholders'  equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
2006. In connection with our audits of the consolidated financial statements, we
have also  audited the  financial  statement  schedule II (as listed in Part IV,
Item 15(a) (2) herein).  These consolidated  financial  statements and financial
statement  schedule are the  responsibility  of the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Heartland Express,
Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended December 31, 2006, in conformity with U.S. generally  accepted  accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.

As discussed in Note 2 to the  consolidated  financial  statements,  the Company
changed its method of quantifying  errors in 2006. In addition,  as discussed in
Note 1 to  the  consolidated  financial  statements,  the  Company  adopted  the
provisions of Statement of Financial  Accounting Standards No. 153, Exchanges of
Nonmonetary Assets--an amendment of APB Opinion No. 29, on July 1, 2005.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal  control over  financial  reporting  as of February 27, 2007,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated February 27, 2007, expressed an unqualified opinion on management's
assessment of, and the effective  operation of, internal  control over financial
reporting.

                                  /s/ KPMG LLP

Des Moines, Iowa
February 27, 2007





                                       20
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                           December 31,
                                                  -----------------------------
                                   ASSETS              2006            2005
                                                  -------------   -------------
CURRENT ASSETS
<S>                                               <C>             <C>
  Cash and cash equivalents ...................   $   8,458,882   $   5,366,929
  Short-term investments ......................     322,829,306     282,255,377
  Trade receivables, net of allowance
   for doubtful accounts of  $775,000
   at December 31, 2006 and 2005...............      43,499,482      42,860,411
  Prepaid tires and tubes .....................       5,075,566       3,998,430
  Other prepaid expenses ......................       1,635,077         304,667
  Deferred income taxes .......................      29,177,000      28,721,000
                                                  -------------   -------------
    Total current assets ......................     410,675,313     363,506,814
PROPERTY AND EQUIPMENT
  Land and land improvements ..................      12,016,344      10,643,135
  Buildings ...................................      18,849,412      16,925,821
  Furniture and fixtures ......................       1,113,565       1,042,131
  Shop and service equipment ..................       2,838,934       2,620,031
  Revenue equipment ...........................     309,505,597     250,479,838
                                                  -------------   -------------
                                                    344,323,852     281,710,956
  Less accumulated depreciation ...............      96,293,111      81,204,416
                                                  -------------   -------------
  Property and equipment, net .................     248,030,741     200,506,540
                                                  -------------   -------------

GOODWILL ......................................       4,814,597       4,814,597
OTHER ASSETS ..................................       5,549,061       4,679,974
                                                  -------------   -------------
                                                  $ 669,069,712   $ 573,507,925
                                                  =============   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable and accrued liabilities ...   $  15,075,647   $  10,572,525
   Compensation and benefits ..................      15,028,378      12,629,831
   Income taxes payable .......................      21,418,610       8,064,947
   Insurance accruals .........................      56,651,853      53,631,471
   Other accruals .............................       8,248,415       7,345,499
                                                  -------------   -------------
     Total current liabilities ................     116,422,903      92,244,273
                                                  -------------   -------------

DEFERRED INCOME TAXES .........................      57,623,000      48,012,000
                                                  -------------   -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
   Preferred stock, par value  $.01; authorized
    5,000,000 shares; none issued .............              --            --
   Common stock, par value $.01; authorized
    395,000,000 shares; issued and
    outstanding: 98,251,889 in 2006 and
    98,428,589 in 2005 ........................         982,519         738,215
   Additional paid-in capital .................         376,029            --
   Retained earnings ..........................     493,665,261     432,952,138
                                                  -------------   -------------
                                                    495,023,809     433,690,353
                                                  -------------   -------------
   Less unearned compensation ................             --          (438,701)
                                                  -------------   -------------
                                                    495,023,809     433,251,652
                                                  -------------   -------------
                                                  $ 669,069,712   $ 573,507,925
                                                  =============   =============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                       21
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                  -----------------------------------------------
                                                      2006             2005             2004
                                                  -------------    -------------    -------------
<S>                                               <C>              <C>              <C>
Operating revenue ............................    $ 571,919,173    $ 523,792,747    $ 457,086,311

Operating expenses:
   Salaries, wages, and benefits .............      189,179,382      174,180,078      157,505,082
   Rent and purchased transportation .........       24,388,009       29,634,982       36,757,494
   Fuel ......................................      146,240,090      123,557,662       83,262,814
   Operations and maintenance ................       12,646,506       14,955,409       12,939,410
   Operating taxes and licenses ..............        9,143,060        8,968,439        8,996,380
   Insurance and claims ......................       16,620,678       17,938,170       16,544,050
   Communications and utilities ..............        3,721,282        3,554,328        3,668,494
   Depreciation ..............................       47,351,247       38,228,334       29,628,157
   Other operating expenses ..................       17,356,645       16,695,947       14,401,075
   Gain on disposal of property and
     equipment ...............................      (18,143,924)      (8,031,914)        (174,831)
                                                  -------------    -------------    -------------
                                                    448,502,975      419,681,435      363,528,125
                                                  -------------    -------------    -------------

   Operating income ..........................      123,416,198      104,111,312       93,558,186
Interest income ..............................       11,731,973        7,372,543        3,070,956
                                                  -------------    -------------    -------------
   Income before income taxes ................      135,148,171      111,483,855       96,629,142
Income taxes .................................       47,977,602       39,578,093       34,182,554
                                                  -------------    -------------    -------------

   Net income ................................    $  87,170,569    $  71,905,762    $  62,446,588
                                                  =============    =============    =============

Earnings per share ...........................    $        0.89    $        0.73    $        0.62
                                                  =============    =============    =============

Weighted average shares outstanding ..........       98,359,361       99,125,254      100,000,000
                                                  =============    =============    =============

Dividends declared per share .................    $       0.075    $       0.060    $       0.050
                                                  =============    =============    =============

</TABLE>













The accompanying notes are an integral part of these consolidated financial
statements.

                                       22
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                   Capital   Additional                      Unearned
                                    Stock,     Paid-In       Retained         Compen-
                                   Common      Capital       Earnings         sation          Total

<S>                              <C>         <C>           <C>             <C>            <C>
Balance, December 31, 2003 ...   $ 500,000   $8,510,305    $323,710,296    $(1,204,686)   $331,515,915
Net income ...................        --           --        62,446,588           --        62,446,588
Dividends on common stock,
  $0.050 per share ...........        --           --        (5,000,000)          --        (5,000,000)
Stock split ..................     250,000         --          (250,000)          --              --
Amortization of unearned
  compensation ...............        --           --              --          380,427         380,427
                                 ---------   ----------    ------------    -----------    ------------
Balance, December 31, 2004 ...   $ 750,000   $8,510,305     380,906,884       (824,259)    389,342,930
Net income ...................        --           --        71,905,762           --        71,905,762
Dividends on common stock,
  $0.060 per share ...........        --           --        (5,941,459)          --        (5,941,459)
Stock repurchase .............     (11,785)  (8,492,713)    (13,914,651)          --       (22,419,149)
Forfeiture of stock awards ...        --        (17,592)         (4,398)        21,990            --
Amortization of unearned
  compensation ...............        --           --              --          363,568         363,568
                                 ---------   ----------    ------------    -----------    ------------
Balance, December 31, 2005 ...   $ 738,215   $     --      $432,952,138    $  (438,701)   $433,251,652
Net income ...................        --           --        87,170,569           --        87,170,569
Impact of adopting SAB 108 ...        --           --       (15,854,000)          --       (15,854,000)
Dividends on common stock,
  $0.075 per share ...........        --           --        (7,375,077)          --        (7,375,077)
Stock split ..................     246,071         --          (246,071)          --              --
Stock repurchase .............      (1,767)        --        (2,543,597)          --        (2,545,364)
Reclassification of unearned
  compensation ...............        --           --          (438,701)       438,701            --
Amortization of share based
  compensation ...............        --        376,029             --            --           376,029
                                 ---------    ---------    ------------    -----------    ------------
Balance, December 31, 2006 ...   $ 982,519    $ 376,029    $493,665,261    $      --      $495,023,809
                                 =========    =========    ============    ===========    ============



</TABLE>


























The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       23
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                        2006             2005             2004
                                                   -------------    -------------    -------------
OPERATING ACTIVITIES
<S>                                                <C>              <C>              <C>
Net income ......................................  $  87,170,569    $  71,905,762    $  62,446,588
Adjustments to reconcile net income to
net cash provided by operating activities:
  Depreciation and amortization .................     47,371,253       38,248,363       29,648,161
  Deferred income taxes .........................      5,101,000       (2,630,000)       3,469,000
  Amortization of share based compensation ......        376,029          363,568          380,427
  Gain on disposal of property and equipment ....    (18,143,924)      (8,031,914)        (174,831)
  Changes in certain working capital items:
    Trade receivables ...........................       (639,071)      (5,757,598)        (266,085)
    Prepaid expenses ............................     (2,324,579)        (611,060)         186,004
    Accounts payable, accrued liabilities, and
      accrued expenses ..........................      7,609,411       11,308,110        7,631,300
    Accrued income taxes ........................      1,553,663          146,033          198,039
                                                   -------------    -------------    -------------
    Net cash provided by operating activities ...    128,074,351      104,941,264      103,518,603
                                                   -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment ....      1,965,897        2,309,538          956,731
Purchases of property and equipment,
  net of trades .................................    (76,056,390)     (49,155,034)     (43,899,131)
Net purchases of municipal bonds ................    (40,573,929)     (25,527,595)     (92,915,057)
Change in other assets ..........................       (889,091)        (433,253)        (173,140)
                                                   -------------    -------------    -------------
     Net cash used in investing activities ......   (115,553,513)     (72,806,344)    (136,030,597)
                                                   -------------    -------------    -------------
FINANCING ACTIVITIES
  Cash dividend .................................     (6,883,521)      (5,959,385)      (4,495,893)
  Stock repurchase ..............................     (2,545,364)     (22,419,149)            --
                                                   -------------    -------------    -------------
     Net cash used in financing activities ......     (9,428,885)     (28,378,534)      (4,495,893)
                                                   -------------    -------------    -------------
Net increase (decrease) in cash and
  cash equivalents ..............................      3,091,953        3,756,386      (37,007,887)
CASH AND CASH EQUIVALENTS
Beginning of year ...............................      5,366,929        1,610,543       38,618,430
                                                   -------------    -------------    -------------
End of year .....................................  $   8,458,882    $   5,366,929    $   1,610,543
                                                   =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
  Income taxes ..................................   $  41,322,939    $  42,061,960    $  30,515,515
Noncash investing activities:
  Fair value of revenue equipment traded ........   $  45,668,700    $  41,866,160    $  30,894,050
Purchased revenue equipment in accounts
  payable at year end ...........................       2,637,861           68,260           45,804


</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       24
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies

Nature of Business:

     Heartland  Express,  Inc.,  (the  "Company")  is  a   short-to-medium-haul,
truckload  carrier of  general  commodities.  The  Company  provides  nationwide
transportation  service to major  shippers,  using  late-model  equipment  and a
combined  fleet of  company-owned  and  owner-operator  tractors.  The Company's
primary  traffic  lanes  are  between  customer  locations  east  of  the  Rocky
Mountains.  In 2005, the Company  expanded to the Western United States with the
opening of a terminal in Phoenix,  Arizona. The Company operates the business as
one reportable segment.

Principles of Consolidation:

     The  accompanying  consolidated  financial  statements  include  the parent
company, Heartland Express, Inc., and its subsidiaries,  all of which are wholly
owned. All material  intercompany items and transactions have been eliminated in
consolidation.

Use of Estimates:

     The preparation of financial  statements in conformity with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents:

     Cash   equivalents  are   short-term,   highly  liquid   investments   with
insignificant  interest  rate risk and  original  maturities  of three months or
less.  Restricted and designated cash and short-term  investments  totaling $5.5
million in 2006 and $4.7 million in 2005 are  classified  as other  assets.  The
restricted  funds  represent  those  required  for  self-insurance  purpose  and
designated  funds that are  earmarked  for a specific  purpose  not for  general
business use.

Short-term Investments:

     The Company  investments  are  primarily in the form of tax free  municipal
bonds  with  interest  reset  provisions  or  short-term  municipal  bonds.  The
investments  typically have a put option of 28 or 35 days. At the reset date the
Company has the option to roll the investment over or sell. The Company receives
the par value of the investment on the reset date if sold. The cost approximates
fair value due to the nature of the  investment.  Therefore,  accumulated  other
comprehensive  income (loss) has not been recognized as a separate  component of
stockholders'  equity.  Investment  income  received  is  generally  exempt from
federal income taxes.

Revenue and Expense Recognition:

     Revenue,  drivers' wages and other direct operating expenses are recognized
when freight is delivered.  Sales and other taxes  collected  from customers and
remitted to the government are recorded on a net basis.

Trade Receivables and Allowance for Doubtful Accounts:

     Revenue is recognized when freight is delivered  creating a credit sale and
an accounts  receivable.  Credit terms for customer  accounts are typically on a
net 30 day basis.  The Company uses a percentage  of aged  receivable  method in
determining the allowance for bad debts. The Company reviews the adequacy of its
allowance for doubtful accounts on a monthly basis. The Company is aggressive in
its  collection  efforts  resulting  in a low  number  of  write-offs  annually.
Conditions  that would lead an account to be considered  uncollectible  include;
customers  filing  bankruptcy  and the  exhaustion of all  practical  collection
efforts. The company will use the necessary legal recourse to recover as much of
the receivable as is practical under the law.

                                       25
<PAGE>

Property, Equipment, and Depreciation:

     Property and equipment are stated at cost,  while  maintenance  and repairs
are charged to operations as incurred.

     Effective July 1, 2005, gains from the trade of revenue equipment are being
recognized  in  operating  income in  compliance  with  Statement  of  Financial
Accounting   Standards   ("SFAS")   No.  153,   "Accounting   for   Non-monetary
Transactions".  Prior to July 1,  2005,  gains  from  the  trade-in  of  revenue
equipment were deferred and presented as a reduction of the depreciable basis of
new revenue  equipment.  Operating  income for the years ended December 31, 2006
and  2005  were   favorably   impacted  by  $14.8   million  and  $6.1  million,
respectively,  from  gains on the  trade-in  of  revenue  equipment,  net of the
associated  increase  in  depreciation   expense  as  a  result  of  the  higher
depreciable  basis of traded revenue  equipment since July 1, 2005. SFAS No. 153
was adopted  prospectively  July 1, 2005,  thus trade-ins that occurred prior to
July 1, 2005 did not impact gain on sale.  Management  does not believe that the
level of gains  realized for the 2006 and 2005 periods  will  continue  into the
future.  Depreciation  expense  is  expected  to  increase  due  to  the  higher
depreciable base of revenue equipment.

     Depreciation   for  financial   statement   purposes  is  computed  by  the
straight-line   method  for  all  assets  other  than  tractors.   Tractors  are
depreciated by the 125% declining  balance  method.  Tractors are depreciated to
salvage  values of $15,000 while  trailers are  depreciated to salvage values of
$4,000.

Lives of the assets are as follows:
                                                   Years
             Land improvements and building        3-30
             Furniture and fixtures                2-3
             Shop and service equipment            3-5
             Revenue equipment                     5-7

Advertising Costs:

     The Company expenses all advertising  costs as incurred.  Advertising costs
are  included in other  operating  expenses in the  consolidated  statements  of
income.

Goodwill:

     Goodwill  is tested at least  annually  for  impairment  by applying a fair
value  based  analysis  in  accordance  with the  provisions  of SFAS  No.  142,
"Goodwill and Other Intangible Assets". Management determined that no impairment
charge was required for the years ended December 31, 2006, 2005, and 2004.

Earnings per Share:

     Earnings  per share are  based  upon the  weighted  average  common  shares
outstanding  during  each year.  The Company  has no common  stock  equivalents;
therefore, diluted earnings per share are equal to basic earnings per share. All
earnings per share data presented reflect the four-for-three  stock split on May
15, 2006.

Workers' Compensation and Accident Costs:

     Insurance  accruals  reflect the estimated cost for auto  liability,  cargo
loss and  damage,  bodily  injury and  property  damage  (BI/PD),  and  workers'
compensation  claims,  including  estimated loss development and loss adjustment
expenses,  not covered by insurance.  The cost of cargo and BI/PD  insurance and
claims are included in insurance and claims expense, while the costs of workers'
compensation insurance and claims are included in salaries,  wages, and benefits
in the consolidated statements of income.

Share-Based Compensation:

     The Company recorded  share-based  compensation  arrangements in accordance
with SFAS No. 123 (revised 2004),  "Share-Based Payment." This standard requires
that  share-based  transactions be accounted for and recognized in the statement
of income based on their fair value.  At December 31, 2006,  the Company has one
share-based   compensation  program,  which  is  further  detailed  in  Note  7:
Stockholders'  Equity below.  That program expires in March of 2007 and, at this
date; the Company does not plan any additional share-based programs.

                                       26
<PAGE>

Impairment of Long-Lived Assets:

     The Company  periodically  evaluates  property and equipment for impairment
upon the  occurrence  of events or changes in  circumstances  that  indicate the
carrying amount of assets may not be recoverable. Recoverability of assets to be
held and used is measured by a  comparison  of the  carrying  amount of an asset
group to future net  undiscounted  cash flows  expected to be  generated  by the
group.  If such assets are  considered  to be  impaired,  the  impairment  to be
recognized  is  measured  by the amount  over which the  carrying  amount of the
assets  exceeds the fair value of the assets.  There were no impairment  charges
recognized during the years ended December 31, 2006, 2005, and 2004.

Income Taxes:

     The Company uses the asset and liability  method of  accounting  for income
taxes.  Deferred tax assets and  liabilities  are  recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amount of existing  assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.

New Accounting Pronouncements:

     In June 2006, the FASB issued FASB  Interpretation  No. 48 "Accounting  for
Uncertainty  in Income Taxes (an  interpretation  of FASB  Statement  No. 109)",
which is  effective  for fiscal  years  beginning  after  December 15, 2006 with
earlier  adoption  encouraged.  This  interpretation  was issued to clarify  the
accounting  for  uncertainty  in  income  taxes   recognized  in  the  financial
statements by prescribing a recognition  threshold and measurement attribute for
the financial  statement  recognition and measurement of a tax position taken or
expected to be taken in a tax  return.  The  Company  will  record a  cumulative
adjustment  of  approximately  $5.4  million  to  decrease  the  January 1, 2007
retained earnings upon adoption.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
This  Statement  defines fair value,  establishes a framework for measuring fair
value in generally accepted accounting principles(GAAP), and expands disclosures
about fair value  measurements.  The provisions of SFAS No. 157 are effective as
of the  beginning of the first fiscal year that begins after  November 15, 2007.
As of December  31,  2006,  management  believes  that SFAS No. 157 will have no
effect on the financial position,  results of operations,  and cash flows of the
Company.

     In June 2006,  the FASB ratified the consensus  reached on Emerging  Issues
Task Force (EITF) Issue No. 06-03, "How Sales Taxes Collected from Customers and
Remitted to Governmental Authorities Should be Presented in the Income Statement
(that is, Gross Versus Net Presentation)." The EITF reached a consensus that the
presentation  of taxes on  either a gross or net basis is an  accounting  policy
decision that requires disclosure. EITF 06-03 is effective for the first interim
or annual  reporting  period after December 15, 2006.  The Company  revenues are
typically  considered  "sales tax exempt" of requiring the collection of amounts
that must  further be  remitted  to a taxing  authority.  To the extent that the
Company does collect  taxes,  those taxes are recorded on a net basis,  which we
have previously  disclosed.  The adoption of EITF 06-03 will not have any effect
on the Company's financial position, results of operation or cash flows.

Reclassifications:

     Certain reclassifications have been made to prior year financial statements
to conform to the December 31, 2006 presentation.

2. Adopted Accounting Pronouncements

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), a revision of SFAS No. 123,  "Accounting for Stock Based
Compensation".  SFAS  123R  eliminates  the  ability  to  account  for  employee
share-based compensation  transactions using APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees",   and  generally   requires   instead  that  such
transactions be accounted for and recognized in the statement of income based on
their fair value.  SFAS 123R also  requires  entities to estimate  the number of
forfeitures expected to occur and record expense based upon the number of awards
expected to vest.  The Company  implemented  SFAS No. 123(R) on January 1, 2006.
The unamortized  portion of unearned  compensation  was reclassified to retained
earnings upon implementation.

                                       27
<PAGE>

The amortization of unearned compensation is being
recorded  as  additional   paid-in  capital   effective  January  1,  2006.  The
implementation  of SFAS No.  123(R)  had no effect on the  Company's  results of
operations for the twelve months ended December 31, 2006.

     In  September  2006,  the SEC issued  Staff  Accounting  Bulletin  No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current  Year  Financial  Statements"  (SAB  108),  to address
diversity in practice in quantifying financial statement misstatements.  SAB 108
requires an entity to quantify  misstatements  using a balance  sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors.  SAB 108 is effective as of the beginning of the Company's
2006 fiscal year, allowing a one-time transitional  cumulative effect adjustment
to retained  earnings as of January 1, 2006 for errors that were not  previously
deemed  material,  but are  material  under the guidance in SAB 108. The Company
adopted the  provisions of SAB No. 108 and recorded a $15.9  million  cumulative
adjustment to the January 1, 2006 retained earnings for a previously  unrecorded
state income tax exposure  liability  and related  deferred tax  liability.  The
amount recorded pertains to potential state income tax liabilities for the years
1996  through  2005 and the impact on deferred  tax  liabilities  for those same
years.  These errors were  considered  immaterial  under the Company's  previous
method of evaluating misstatements.

 3.  Concentrations of Credit Risk and Major Customers

     The Company's  major customers  represent the consumer  goods,  appliances,
food products and  automotive  industries.  Credit is granted to customers on an
unsecured basis. The Company's five largest customers accounted for 35% of total
gross  revenues  for the year ended  December  31,  2006 and 32% and 33% for the
years ended December 31, 2005 and 2004 respectively.  Operating revenue from one
customer  exceeded 10% of total gross revenues in 2006,  2005, and 2004.  Annual
revenues for this customer were $79.5 million,  $66.2 million, and $62.7 million
for the years ended December 31, 2006, 2005, and 2004, respectively.

4. Income Taxes

     Deferred income taxes are determined based upon the differences between the
financial  reporting  and tax basis of the  Company's  assets  and  liabilities.
Deferred  taxes are  provided  at the enacted tax rates to be in effect when the
differences reverse.

     Deferred tax assets and liabilities as of December 31 are as follows:

                                                    2006                2005
                                                ------------       ------------
Deferred income tax liabilities,
  related to property and equipment             $ 57,623,000       $ 48,012,000
                                                ============       ============
Deferred income tax assets:
   Allowance for doubtful accounts              $    306,000       $    306,000
   Accrued expenses                                6,691,000          6,436,000
   Insurance accruals                             22,351,000         21,143,000
   Other                                            (171,000)           836,000
                                                ------------       ------------
   Deferred income tax assets                   $ 29,177,000       $ 28,721,000
                                                ============       ============

     The  Company  has not  recorded  a  valuation  allowance.  In  management's
opinion, it is more likely than not that the Company will be able to utilize its
deferred tax assets in future  periods as a result of the  Company's  history of
profitability, taxable income and reversal of deferred tax liabilities.

The income tax provision is
as follows:
                                  2006            2005            2004
                              -----------     -----------     -----------
Current income taxes:
Federal                       $35,820,886     $37,708,855     $27,905,357
State                           7,055,716       4,499,238       2,808,197
                              -----------     -----------     -----------
                               42,876,602      42,208,093      30,713,554
                              -----------     -----------     -----------
Deferred income taxes:
Federal                         4,758,000      (1,825,000)      4,180,401
State                             343,000        (805,000)       (711,401)
                              -----------     -----------     -----------
                                5,101,000      (2,630,000)      3,469,000
                              -----------     -----------     -----------
Total                         $47,977,602     $39,578,093     $34,182,554
                              ===========     ===========     ===========

                                       28
<PAGE>

     The income tax provision differs from the amount determined by applying the
U.S. federal tax rate as follows:

                                            2006          2005          2004
                                        -----------   -----------   -----------
Federal tax at statutory rate (35%)     $47,301,860   $39,019,349   $33,820,200
State taxes, net of federal benefit       4,809,000     2,401,000     1,363,000
Non-taxable interest income              (4,039,000)   (2,540,000)   (1,045,000)
Other                                       (94,258)      697,744        44,354
                                        -----------   -----------   -----------
                                        $47,977,602   $39,578,093   $34,182,554
                                        ===========   ===========   ===========

     As stated in Note 2 above, the Company adopted SAB 108 by recording a $15.9
million  cumulative  adjustment  to  retained  earnings.  The  Company  adjusted
retained  earnings  due to a  previously  unrecorded  state  income tax exposure
liability of $11.8 million and related increase in the deferred tax liability of
$4.1 million.

5.  Related Party Transactions

          The Company  leases two office  buildings and a storage  building from
     its chief  executive  officer  under a lease  which  provides  for  monthly
     rentals of $27,618 plus the payment of all property  taxes,  insurance  and
     maintenance  which are  reported in the  Company's  consolidated  financial
     statements.  The  lease  was  renewed  for a five year term on June 1, 2005
     increasing  the monthly  rental from $24,969 to $27,618.  In the opinion of
     management, the rates paid are comparable to those that could be negotiated
     with a third party.

The total minimum rental commitment under the building lease is as follows:


       Year ending December 31:
                          2007          $  331,415
                          2008             331,415
                          2009             331,415
                          2010             138,090
                                        ----------
                                        $1,132,335
                                        ==========

     Rent expense paid to the Company's chief executive officer totaled $331,415
for the year ended December 31, 2006,  $318,169 and $299,625 for the years ended
December 31, 2005 and 2004  respectively.  In 2005,  the Company  announced  the
construction of a new corporate  headquarters  which is expected to be ready for
occupancy in 2007. The lease will be cancelled prior to the occupancy of the new
corporate   headquarters  and  shop  facility.  The  new  facilities  are  being
constructed  by the Company's  chief  executive  officer and will be sold to the
Company for the cost of contruction.

     During the first quarter of 2006, the Company  purchased 16.7 acres of land
in North Liberty from the Company's chief executive officer for $1,250,000.  The
purchase price was based on the fair market value that could be obtained from an
unrelated third party on an arm's length basis.  The transaction was approved by
the Board of Directors.

6.   Accident and Workers' Compensation Insurance Liabilities

     The Company acts as a self-insurer  for auto liability  involving  property
damage,  personal injury,  or cargo up to $1.0 million for any individual claim.
In addition,  the Company is  responsible  for $2.0 million in the aggregate for
all claims in excess of $1.0  million  and below $2.0  million.  Liabilities  in
excess of these amounts are assumed by an insurance company up to $50.0 million.
The Company  increased  the  retention  amount from $500,000 to $1.0 million for
each claim effective April 1, 2003.

     The Company acts as a self-insurer for workers'  compensation  liability up
to $1.0 million for any individual  claim.  The Company  increased the retention
amount from $500,000 to $1.0 million  effective  April 1, 2005.  Liabilities  in
excess of this amount are assumed by an insurance company. The State of Iowa has
required  the  Company  to  deposit  $700,000  into a trust  fund as part of the


                                       29
<PAGE>

self-insurance  program. This deposit has been classified in other assets on the
consolidated balance sheet. In addition,  the Company has provided its insurance
carriers with letters of credit of approximately $2.5 million in connection with
its liability and workers'  compensation  insurance  arrangements.  There are no
outstanding balances due on the letters of credit at December 31, 2006.

     Accident  and  workers'   compensation   accruals   include  the  estimated
settlements, settlement expenses and an estimate for claims incurred but not yet
reported for property  damage,  personal injury and public liability losses from
vehicle accidents and cargo losses as well as workers'  compensation  claims for
amounts not covered by insurance.

     Accident and workers'  compensation accruals are based upon individual case
estimates,     including     reserve     development,     and    estimates    of
incurred-but-not-reported  losses based upon past experience. Since the reported
liability  is an  estimate,  the  ultimate  liability  may be more or less  than
reported. If adjustments to previously  established accruals are required,  such
amounts are included in operating expenses in the current period.

7.  Stockholders' Equity

     On July 21,  2004 the Board of  Directors  approved a  three-for-two  stock
split,  affected  in the form of a 50 percent  stock  dividend.  The stock split
occurred on August 20, 2004, to  shareholders  of record as of August 9, 2004. A
total of 25.0 million common shares were issued in this transaction.

     On April 20, 2006, the Board of Directors  approved a four-for-three  stock
split,  affected  in the form of a 33 percent  stock  dividend.  The stock split
occurred on May 15,  2006,  to  shareholders  of record as of May 5, 2006.  This
stock split increased the number of outstanding shares to 98.4 million from 73.8
million.  The number of common shares issued and  outstanding  and all per share
amounts  have  been  adjusted  to  reflect  the  stock  splits  for all  periods
presented.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to repurchase 6.3 million  shares of the Company's  Common Stock in open
market or negotiated transactions using available cash and cash equivalents.  In
2006 and 2005, respectively, 176,700 and 1.2 million shares were repurchased and
retired.  No shares were purchased during 2004. The  authorization to repurchase
remains open at December 31, 2006 and has no expiration date.

     On March 7, 2002, the principal  stockholder  awarded 181,500 shares of his
common stock to key  employees  of the  Company.  These shares had a fair market
value of $11.00 per share on the date of the award.  The shares will vest over a
five-year period subject to restrictions on transferability and to forfeiture in
the event of termination of employment. Any forfeited shares will be returned to
the principal stockholder.  The fair market value of these shares, $1,995,592 on
the date of the award,  was  treated as a  contribution  of capital and is being
amortized  on a  straight-line  basis  over  the five  year  vesting  period  as
compensation expense.  Compensation expense of approximately $376,000, $364,000,
and $380,000 was  recognized  for the years ended  December 31, 2006,  2005, and
2004,  respectively.  The  original  value of  forfeited  shares is treated as a
reduction  of  additional  paid in  capital  and  unearned  compensation  in the
consolidated  statements of shareholders' equity. There were no shares forfeited
during the year ended  December 31, 2006.  There were 2,000 shares  forfeited in
2005 and no shares forfeited in 2004.

8.   Profit Sharing Plan and Retirement Plan

     The Company has a retirement  savings  plan (the "Plan") for  substantially
all employees who have  completed one year of service and are 19 years of age or
older.  Employees may make 401(k) contributions subject to Internal Revenue Code
limitations.  The Plan provides for a discretionary  profit sharing contribution
to  non-driver  employees  and  a  matching   contribution  of  a  discretionary
percentage to driver  employees.  Company  contributions  totaled  approximately
$1,389,000,  $1,080,000,  and $1,091,000, for the years ended December 31, 2006,
2005, and 2004, respectively.

9.   Commitments and Contingencies

     As  of  December  31,  2006,  the  Company  had  purchase  commitments  for
additional  tractors  with an  estimated  purchase  price of $14.9  million  for
delivery in the first  quarter of 2007.  Although  the  Company  expects to take
delivery of this  revenue  equipment,  delays in the  availability  of equipment
could  occur due to factors  beyond the  Company's  control.  In addition to the
tractor  commitment,  the Company has a commitment  for the  construction  a new
corporate headquarters and shop facility in North Liberty, Iowa of approximately
$12.0 to $15.0 million.

                                       30
<PAGE>

     The Company is a party to ordinary,  routine  litigation and administrative
proceedings  incidental  to its  business.  In the  opinion of  management,  the
Company's  potential  exposure  under  pending legal  proceedings  is adequately
provided for in the accompanying consolidated financial statements.

10.  Quarterly Financial Information (Unaudited)

                                       First      Second     Third      Fourth
                                     ---------   --------   --------   --------
                                        (In Thousands, Except Per Share Data)
Year ended December 31, 2006
   Operating revenue                  $134,999   $143,059   $147,057   $146,804
   Operating income                     28,099     35,499     32,534     27,284
   Income before income taxes           30,605     38,406     35,675     30,462
   Net income                           19,740     24,772     23,011     19,648
   Earnings per share (1)                 0.20       0.25       0.23       0.20

Year ended December 31, 2005
   Operating revenue                  $118,677   $128,851   $136,210   $140,054
   Operating income                     22,066     25,281     25,332     31,432
   Income before income taxes           23,402     27,333     27,198     33,552
   Net income                           15,094     17,630     17,542     21,639
   Earnings per share (1)                 0.15       0.18       0.18       0.22

(1)  The above  earnings per share data reflect the May 15, 2006  four-for-three
     stock split.

           SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

       Column A                Column B        Column C      Column D  Column E
--------------------------------------------------------------------------------
                                             Charges To
                                         -----------------
                              Balance At   Cost                         Balance
                              Beginning    And     Other                At End
        Description           of Period  Expense  Accounts  Deductions of Period
--------------------------------------------------------------------------------
Allowance for doubtful accounts:

Year ended December 31, 2006   $775,000  $221,058  $   -    $221,058   $775,000
Year ended December 31, 2005    775,000    84,026      -      84,026    775,000
Year ended December 31, 2004    675,000   142,157      -      42,157    775,000

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
     FINANCIAL DISCLOSURE

         None.


                                       31
<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES
     Evaluation  of  Disclosure  Controls  and  Procedures  -  The  Company  has
established   disclosure   controls  and  procedures  to  ensure  that  material
information relating to the Company, including its consolidated subsidiaries, is
made known to the officers who certify the  Company's  financial  reports and to
other members of senior management and the Board of Directors.

     Based on their evaluation as of December 31, 2006, the principal  executive
officer and principal  financial  officer of the Company have concluded that the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Exchange Act) are effective to ensure that the  information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified in Securities  and Exchange  Commission  (the "SEC")
rules and forms.

     Management's  Report on Internal  Control  Over  Financial  Reporting - The
Company's  management is responsible for establishing  and maintaining  adequate
internal control over financial  reporting,  as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and
with the  participation  of our  management,  including our principal  executive
officer and  principal  financial  officer,  we conducted an  evaluation  of the
effectiveness  of our internal  control over  financial  reporting  based on the
framework in Internal Control - Integrated  Framework issued by the Committee of
Sponsoring  Organizations  of the Treadway  Commission  as of December 31, 2006.
Based on our  evaluation  under the  framework in Internal  Control - Integrated
Framework,  our management  concluded  that our internal  control over financial
reporting was effective as of December 31, 2006. Our management's  assessment of
the  effectiveness  of our  internal  control  over  financial  reporting  as of
December 31, 2006 has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their report set forth below.

     Changes in Internal Control Over Financial  Reporting - There was no change
in our internal  control  over  financial  reporting  that  occurred  during the
quarter ended December 31, 2006, that has materially affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.



















                                       32
<PAGE>


             Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders
Heartland Express, Inc.:


We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report on Internal Control Over Financial Reporting under Item 9A,
that Heartland Express, Inc. and subsidiaries (the Company) maintained effective
internal  control over  financial  reporting  as of December 31, 2006,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway  Commission  (COSO).  The
Company's  management is responsible for maintaining  effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.


A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

In our  opinion,  management's  assessment  that  Heartland  Express,  Inc.  and
subsidiaries  maintained  effective internal control over financial reporting as
of December 31, 2006,  is fairly  stated,  in all  material  respects,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway Commission (COSO).  Also,
in our opinion,  the Company  maintained,  in all material  respects,  effective
internal  control over  financial  reporting  as of December 31, 2006,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

     We also have  audited,  in  accordance  with the  standards  of the  Public
Company  Accounting  Oversight Board (United States),  the consolidated  balance
sheets of Heartland  Express,  Inc. and subsidiaries as of December 31, 2006 and
2005, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
2006, and our report dated February 27, 2007 expressed an unqualified opinion on
those consolidated financial statements.

                                  /s/ KPMG LLP

Des Moines, Iowa
February 27, 2007



                                       33
<PAGE>

ITEM 9B. OTHER INFORMATION

         None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

     The information  required by Item 10 of Part III, with the exception of the
Code of Ethics  discussed  below,  is  incorporated  herein by  reference to the
Company's Proxy Statement.

Code of Ethics

     The  Company  has  adopted a code of ethics  known as the "Code of Business
Conduct  and Ethics"  that  applies to the  Company's  employees  including  the
principal  executive officer,  principal financial officer,  and controller.  In
addition,  the Company has adopted a code of ethics known as "Code of Ethics for
Senior  Financial  Officers".  The Company  makes these codes  available  on its
website  at  www.heartlandexpress.com  (and  in  print  to any  shareholder  who
requests them).

ITEM 11. EXECUTIVE COMPENSATION

     The information  required by Item 11 of Part III is incorporated  herein by
reference to the Company's Proxy Statement.

ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT,  AND
     RELATED STOCKHOLDER MATTERS

     The information  required by Item 12 of Part III is incorporated  herein by
reference to the Company's Proxy Statement.

ITEM 13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
     INDEPENDENCE

     The information  required by Item 13 of Part III is incorporated  herein by
reference to the Company's Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     The information  required by Item 14 of Part III is incorporated  herein by
reference to the Company's Proxy Statement.











                                       34
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements and Schedules.
                                                                           Page
Report of Independent Registered Public Accounting Firm KPMG LLP..........  20
Consolidated Balance Sheets...............................................  21
Consolidated Statements of Income.........................................  22
Consolidated Statements of Stockholders' Equity...........................  23
Consolidated Statements of Cash Flows.....................................  24
Notes to Consolidated Financial Statement................................25-31

(a)(2) Financial Statements Schedule

Schedule II - Valuation and Qualifying Accounts and Reserves..............  31

     Schedules not listed have been omitted  because they are not  applicable or
are not required or the information required to be set forth therein is included
in the Consolidated Financial Statements or Notes thereto.

     (a)  (3) The Exhibits  required by Item 601 of Regulation S-K are listed at
          paragraph (b) below.

     (b)  Exhibits.

     The following exhibits are filed with this Form 10-K or incorporated herein
by reference to the document set forth next to the exhibit listed below:

                                  EXHIBIT INDEX


Exhibit No.               Document                      Method of Filing
----------                --------                      ----------------

   3.1          Articles of Incorporation          Incorporated by reference to
                                                   the Company's registration
                                                   statement on Form S-1,
                                                   Registration  No.
                                                   33-8165, effective
                                                   November 5, 1986.

   3.2          Bylaws                             Incorporated by reference to
                                                   the Company's registration
                                                   statement on Form S-1,
                                                   Registration No.
                                                   33-8165, effective
                                                   November 5, 1986.

   3.3          Certificate of Amendment           Incorporated by reference to
                to Articles of Incorporation       the Company's Form 10-QA, for
                                                   the quarter ended June 30,
                                                   1997, dated March 20, 1998.

   4.1          Articles of Incorporation          Incorporated by reference to
                                                   the Company's registration
                                                   statement on Form S-1,
                                                   Registration No.
                                                   33-8165, effective
                                                   November 5, 1986.

   4.2          Bylaws                             Incorporated by reference to
                                                   the Company's registration
                                                   statement on Form S-1,
                                                   Registration No. 33-8165,
                                                   effective November 5, 1986.

                                       35
<PAGE>

   4.3          Certificate of Amendment to        Incorporated by reference to
                Articles of Incorporation          the Company's Form 10-QA, for
                                                   the quarter ended June 30,
                                                   1997, dated March 20, 1998.

   9.1          Voting Trust Agreement dated       Incorporated by reference to
                June 6, 1997 between Larry         the Company's Form 10-K for
                Crouse, as trustee under           the year ended December 31,
                the Gerdin Educational Trusts,     1997. Commission file no.
                and Larry Crouse, voting trustee.  0-15087.

  10.1          Business Property Lease between    Incorporated by reference to
                Russell A. Gerdin, as Lessor, and  the Company's Form 10-Q for
                the Company, as Lessee, regarding  the quarter ended, September
                the Company's headquarters at      30, 2005.Commission file no.
                2777 Heartland Drive,Coralville,   0-15087.
                Iowa 52241

  10.2          Restricted Stock Agreement         Incorporated by reference to
                                                   the Company's Form 10-K for
                                                   the year ended December 31,
                                                   2002. Commission file no.
                                                   0-15087.

  10.3          Nonqualified Deferred              Filed herewith.
                Compensation Plan

  21            Subsidiaries of the Registrant     Filed herewith.

  31.1          Certification of Chief Executive   Filed herewith.
                Officer pursuant to Rule 13a-14
                (a) and Rule 15d-14(a) of the
                Securities Exchange Act, as
                amended.

  31.2          Certification of Chief Financial   Filed herewith.
                Officer pursuant to Rule 13a-14
                (a) and Rule 15d-14(a) of the
                Securities Exchange Act, as
                amended.

  32            Certification of Chief Executive   Filed herewith.
                Officer and Chief Financial
                Officer Pursuant to 18 U.S.C.
                1350, as adopted pursuant to
                Section 906 of the Sarbanes-
                Oxley Act of 2002.






















                                       36
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of Sections 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused the report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                               HEARTLAND EXPRESS, INC.

Date:  February 28, 2007                       By: /s/ Russell A. Gerdin
                                                   ---------------------
                                               Russell A. Gerdin
                                               Chief Executive Officer
                                               (Principal executive officer)


                                               By: /s/ John P. Cosaert
                                                   -------------------
                                               John P. Cosaert
                                               Executive Vice President of
                                               Finance and Chief Financial
                                               Officer
                                              (Principal accounting and
                                               financial officer)


Pursuant to the Securities Act of 1934, this report has been signed below by the
following persons on behalf of the registrant in the capacities and on the dates
indicated.

      Signature                      Title                           Date

/s/ Russell A. Gerdin     Chairman and Chief Executive
---------------------     Officer
Russell A. Gerdin        (Principal executive officer)         February 28, 2007

/s/ Michael J. Gerdin     President and Director
---------------------
Michael J. Gerdin                                              February 28, 2007

/s/ John P. Cosaert       Executive Vice President
-------------------       of Finance,
John P. Cosaert           Chief Financial Officer,
                          and Treasurer
                         (Principal accounting and
                          financial officer)                   February 28, 2007

/s/ Richard O. Jacobson   Director
-----------------------
Richard O. Jacobson                                            February 28, 2007

/s/ Benjamin J. Allen     Director
---------------------
Benjamin J. Allen                                              February 28, 2007

/s/ Lawrence D. Crouse    Director
----------------------
Lawrence D. Crouse                                             February 28, 2007

/s/ James G Pratt         Director
-----------------
James G Pratt                                                  February 28, 2007



                                       37
<PAGE>

Exhibit No. 10.3













                     Nonqualified Deferred Compensation Plan






















<PAGE>















                         HEARTLAND EXPRESS, INC. OF IOWA

              2006 TOP HAT NONQUALIFIED DEFERRED COMPENSATION PLAN


























<PAGE>

                                TABLE OF CONTENTS
                                                                           Page
I.   Definitions 1
     1.01         Account                                                    1
     1.02         Accrued Benefit                                            1
     1.03         Omitted
     1.04         Aggregated Plans                                           1
     1.05         Applicable Guidance                                        1
     1.06         Base Salary                                                1
     1.07         Basic Plan Document                                        1
     1.08         Beneficiary                                                1
     1.09         Bonus                                                      1
     1.10         Change in Control                                          2
     1.11         Change in the Employer's Financial health                  2
     1.12         Code                                                       2
     1.13         Omitted                                                    2
     1.14         Compensation                                               2
     1.15         Omitted                                                    2
     1.16         Disability                                                 2
     1.17         Deferred Compensation                                      2
     1.18         Earnings                                                   3
     1.19         Effective Date                                             3
     1.20         Elective Deferral                                          3
     1.21         Elective Deferral Account                                  3
     1.22         Employee                                                   3
     1.23         Employer                                                   3
     1.24         Employer Contribution                                      3
     1.25         Employer Contribution Account                              3
     1.26         ERISA                                                      3
     1.27         Omitted                                                    3
     1.28         Omitted                                                    3
     1.29         Omitted                                                    3
     1.30         Legally Binding Right                                      3
     1.31         Omitted                                                    3
     1.32         Omitted                                                    3
     1.33         Nonelective Contribution                                   3
     1.34         Nonelective Contribution Account                           3
     1.35         Participant                                                3
     1.36         Performance-Based Compensation                             4
     1.37         Plan                                                       4
     1.38         Retirement Age                                             4
     1.39         Separation from Service                                    4
     1.40         Separation Pay                                             5
     1.41         Separation Pay Arrangement                                 5
     1.42         Service Year                                               5
     1.43         Specified Employee                                         5
     1.44         Specified Time or Fixed Schedule                           5
     1.45         State                                                      5
     1.46         Substantial Risk of Forfeiture                             5
     1.47         Tax-Exempt Organization                                    6

<PAGE>

     1.48         Taxable Year                                               6
     1.49         Omitted                                                    6
     1.50         Omitted                                                    6
     1.51         Valuation Date                                             6
     1.52         Vested                                                     6
     1.53         Window Program                                             6
     1.54         Omitted                                                    6
     1.55         Year of Service                                            6
II.  Participation
     2.01         Participant Designated                                     6
     2.02         Elective Deferrals                                         6
     2.03         Nonelective Contributions                                  8
     2.04         Omitted                                                    8
     2.05         Actual Contributions                                       8
     2.06         Allocation Conditions                                      8
     2.07         Timing                                                     8
     2.08         Administration                                             8
III. Vesting and Substantial Risk of Forfeiture
     3.01         Vesting Schedule or other Substantial Risk of Forfeiture   8
     3.02         Immediate Vesting on Specified Events                      9
     3.03         Application of Forfeitures                                 9
IV.  Benefit Payments
     4.01         Payment Events                                            10
     4.02         Omitted                                                   10
     4.03         Form, Timing and Method/Payment Election                  10
     4.04         Withholding                                               12
     4.05         Beneficiary Designation                                   12
     4.06         Administration of Payment Date(s)                         12
     4.07         Employer Approval of Participant Elections                13
V.   Plan Earnings
     5.01         Unfunded Plan                                             13
     5.02         Account Earnings                                          14
VI.  Miscellaneous
     6.01         No Assignment                                             14
     6.02         Not Employment Contract                                   14
     6.03         Amendment and Termination                                 14
     6.04         Severability                                              15
     6.05         Notice and Elections                                      15
     6.06         Administration                                            15
     6.07         Account Statements                                        16
     6.08         Accounting                                                16
     6.09         Costs and Expenses                                        16
     6.10         Reporting                                                 16
     6.11         ERISA Claims Procedure                                    16
VII. Applicable 409A Transition Rules
     7.01         2006 and 2006 Operational Rules                           16
     7.02         Incorporation of Applicable Guidance                      16
<PAGE>

     By  execution  of this  written  instrument  (the "Basic  Plan  Document"),
Heartland  Express,   Inc.  of  Iowa  establishes  this  Nonqualified   Deferred
Compensation Plan ("Plan"),  consisting of this Basic Plan Document,  all of its
Exhibits and all other documents to which it refers,  for the benefit of certain
Employees  that the  Employer  designates  as provided in this  instrument.  The
primary  purpose  of  the  Plan  is  to  provide   additional   compensation  to
Participants  upon  termination of employment or service with the Employer.  The
Employer will pay benefits under the Plan only in accordance  with the terms and
conditions set forth in the Plan.

                                    PREAMBLE

     Plan Type. The Employer  establishes this Plan as an unfunded  nonqualified
deferred  compensation  plan which is maintained  "primarily  for the purpose of
providing  deferred  compensation  for a select  group of  management  or highly
compensated  employees"  within the  meaning of 29 U.S.C.  Sections  1101(a)(1),
1081(a)(3) and 1051(2).

     Possible  Nonuniformity.  The Plan  terms set  forth in this Plan  Document
apply  uniformly to all  Participants;  except to the extent the Employer adopts
inconsistent  provisions with respect to one or more  Participants in a separate
written  instrument  attached as an Addendum  to this Basic Plan  Document.  The
Employer  need not provide  the same Plan  benefits or apply the same Plan terms
and conditions to all  Participants,  even as to Participants who are of similar
pay,  title and other  status  with the  Employer.  The  Employer  may  create a
separate  Addendum  for one or more  Participants,  specifying  such  terms  and
conditions as are applicable to a given Participant.


                                 I. DEFINITIONS

     1.01 "Account"  means the account the Employer  establishes  under the Plan
for each Participant and, as applicable, means a Participant's Elective Deferral
Account or Nonelective Contribution Account.

     1.02  "Accrued  Benefit"  means  the  total  dollar  amount  credited  to a
Participant's Account.

     1.03 Omitted.

     1.04  "Aggregated  Plans" means this Plan and any other  like-type  plan or
arrangement (account balance plan or separation pay arrangement) of the Employer
in  which a  Participant  participates  and as to which  the Plan or  Applicable
Guidance requires the aggregation of all such nonqualified deferred compensation
in applying Code Section 409A.

     1.05 "Applicable  Guidance" means as the context requires Code Sections 83,
409A and 457, Treas. Reg. Section 1.83, Prop. Treas. Reg. Section 1.409A, Treas.
Reg. Section  1.457-11,  or other written Treasury or IRS guidance  regarding or
affecting Code Sections 83, 409A or 457(f).  Applicable  Guidance also includes,
through December 31, 2006, or other applicable date, Notice 2005-1.

     1.06 "Base Salary" means a  Participant's  Compensation  consisting only of
regular salary and excluding any other Compensation.

     1.07 "Basic Plan Document" means this  Nonqualified  Deferred  Compensation
Plan document.

     1.08  "Beneficiary"  means the person or persons  entitled to receive  Plan
benefits in the event of a Participant's death.

     1.09 "Bonus" means a  Participant's  Compensation  consisting only of bonus
and  excluding  any other  Compensation.  A Bonus also may be  Performance-Based
Compensation under Section 1.36.

     1.10  "Change  in  Control"  means a change:  (i) in the  ownership  of the
Employer;  (ii) in the  effective  control  of the  Employer;  or  (iii)  in the
ownership of a  substantial  portion of the assets of the  Employer,  within the
meaning of Prop. Treas. Reg. Section 1.409A-3(g)(5) or in Applicable Guidance.
<PAGE>

     1.11 "Change in the Employer's Financial Health" means an adverse change in
the Employer's financial condition as described in Applicable Guidance.

     1.12 "Code" means the Internal Revenue Code of 1986, as amended.

     1.13 Omitted.

     1.14 "Compensation" means as to an Employee,  gross W-2 compensation.  "W-2
Compensation"  means  wages for  federal  income tax  withholding  purposes,  as
defined under Code Section  3401(a),  plus all other  payments to an Employee in
the course of the  Employer's  trade or business,  for which the  Employer  must
furnish the Employee a written  statement  under Code  Sections  6041,  6051 and
6052,  disregarding any rules limiting the remuneration  included as wages under
this  definition  based on the nature or location of the  employment  or service
performed.  "Gross W-2  compensation"  means W-2  compensation  plus all amounts
excludible from a Participant's gross income under Code Sections  125,132(f)(4),
402(e)(3),  402(h)(2),  403(b), and 408(p),  contributed by the Employer, at the
Participant's  election, to a cafeteria plan, a qualified  transportation fringe
benefit plan, a 401(k) arrangement,  a SEP, a tax sheltered annuity, or a SIMPLE
plan.

     1.15 Omitted.

     1.16  "Disability"  means a condition of a Participant who by reason of any
medically  determinable  physical or mental  impairment which can be expected to
result in death or can be expected to last for a  continuous  period of not less
than 12 months: (i) is unable to engage in any substantial gainful activity;  or
(ii) is receiving  income  replacement  benefits for a period of not less than 3
months under an accident and health plan covering  Employees.  The Employer will
determine  whether a Participant has incurred a Disability based on its own good
faith  determination  and may  require a  Participant  to  submit to  reasonable
physical and mental  examinations for this purpose. A Participant will be deemed
to have  incurred  a  Disability  if:  (i) the  Social  Security  Administration
determines  that the  Participant  is totally  disabled;  or (ii) the applicable
insurance  company  providing  disability  insurance to the Participant under an
Employer sponsored  disability program determines that a Participant is disabled
under the insurance contract definition of disability,  provided such definition
complies with the definition in this Section 1.16.

     1.17.  "Deferred  Compensation"  means the  Participant's  Account  Balance
attributable  to Elective  Deferrals  and  Employer  Contributions  and includes
Earnings on such  amounts.  "Compensation  Deferred"  is  Compensation  that the
Participant  or the  Employer  has  deferred  under this Plan.  Compensation  is
Deferred Compensation if: (i) under the terms of the Plan and the relevant facts
and  circumstances,  the Participant has a Legally Binding Right to Compensation
during a Taxable Year that the  Participant  has not actually or  constructively
received and included in gross income;  and (ii) pursuant to the Plan terms, the
Compensation  is payable to or on behalf of the  Participant  in a later Taxable
Year.  Deferred   Compensation  includes  Separation  Pay  paid  pursuant  to  a
Separation Pay Arrangement  except as otherwise  described in Prop.  Treas. Reg.
Section  1.409A-1(b)(9)  which  excludes:  (i)  certain  collectively  bargained
Separation Pay Arrangements;  (ii) payments based upon an involuntary Separation
from  Service or pursuant to a Window  Program  where the payments do not exceed
certain dollar  limitations and are paid no later than December 31 of the second
calendar  year which  follows the  calendar  year in which the  Separation  from
Service  occurs;  and (iii) certain  reimbursements,  in-kind  benefits,  direct
payments to the provider of goods and services on behalf of the Participant,  or
de minimis payments where the expenses incurred and the  reimbursements are paid
no later than  December 31 of the second  calendar  year  following the calendar
year in which the Separation  from Service  occurs.  Deferred  Compensation  for
purposes of this Plan does not include:  (i) Compensation payable after the last
day of the  Participant's  Taxable  Year  pursuant  to the normal  timing of the
Employer's   payroll   period  as  provided  in  Prop.   Treas.   Reg.   Section
1.409A-1(b)(3);  (ii) certain  short-term  deferrals as provided in Prop. Treas.
Reg. Section  1.409A-1(b)(4);  (iii) certain restricted property as described in
Prop. Treas. Reg. Section 1.409A-1(b)(6);  and (iv) certain foreign arrangements
as described in Prop. Treas. Reg. Section 1.409A-1(b)(8).

     1.18 "Earnings" means the Plan's actual or notional earnings, gain and loss
applicable to a Participant's Account as described in Section 5.02.
<PAGE>

     1.19 "Effective Date" of the Plan is November 1, 2006.

     1.20 "Elective  Deferral" means  Compensation a Participant elects to defer
into the Participant's Account under the Plan.

     1.21  "Elective  Deferral  Account"  means the  portion of a  Participant's
Account attributable to Elective Deferrals and Earnings thereon.

     1.22 "Employee" means a person or entity (as described in Prop. Treas. Reg.
Section 1.409A-1(f)(1), and which is not on the accrual method of accounting for
Federal income tax purposes)  providing services to the Employer in the capacity
of a common law employee of the Employer.

     1.23 "Employer"  means the person or entity:  (i) receiving the services of
the  Participant;  (ii)  with  respect  to whom  the  Legally  Binding  Right to
Compensation  arises;  and (iii) who or which  executes  an  Adoption  Agreement
establishing the Plan. The Employer  includes all persons with whom the Employer
would be considered a single employer under Code Sections 414(b) or (c).

     1.24  "Employer  Contribution"  means amounts the Employer  contributes  or
credits to an Account under the Plan,  including  Nonelective  Contributions but
not including Elective Deferrals.

     1.25 "Employer  Contribution  Account" means the portion of a Participant's
Account attributable to Employer Contributions and Earnings thereon.

     1.26 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

     1.27 Omitted.

     1.28 Omitted.

     1.29 Omitted.

     1.30 "Legally Binding Right" means, in reference to Compensation, the grant
by the Employer to the Participant of a right to Compensation  where,  after the
Participant  has performed the services which created the Legally Binding Right,
the  Compensation  is not subject to unilateral  reduction or elimination by the
Employer or any other person, The Employer, based on the facts and circumstances
and in accordance with Prop. Treas. Reg. Section 1.409A-1(b)(1), will determine:
(i) whether a Legally  Binding Right exists;  or (ii) whether a Legally  Binding
Right does not exist on account of the  existence of negative  discretion  which
has substantive significance to reduce or eliminate the Compensation.

     1.31 Omitted.

     1.32 Omitted.

     1.33  "Nonelective  Contribution"  means a fixed or discretionary  Employer
Contribution that is unrelated to a Participant's Elective Deferrals.

     1.34   "Nonelective   Contribution   Account"   means  the   portion  of  a
Participant's  Account  attributable to Nonelective  Contributions  and Earnings
thereon.

     1.35 "Participant"  means an Employee or Contractor the Employer designates
under Adoption Agreement Section 2.01 to participate in the Plan.

     1.36  "Performance-Based  Compensation"  means  Compensation  (including  a
Bonus) where the amount of, or entitlement to, the Compensation is contingent on
satisfaction of preestablished organizational or individual performance criteria

<PAGE>
relating to a performance  period of at least 12 consecutive months during which
the   Participant   performs   services.   The  Employer   must   establish  the
organizational or individual  performance  criteria in writing not later than 90
days  after  commencement  of the  performance  period and the  outcome  must be
substantially   uncertain  at  the  time  that  the  Employer   establishes  the
performance  criteria.  The Employer may establish  performance criteria without
the necessity of action by its  shareholders,  board of directors,  compensation
committee or similar  entities.  Performance-Based  Compensation may be based on
subjective   performance   criteria  provided:   (i)  the  criteria  relate  the
Participant's  performance,  a group of  service  providers  that  includes  the
Participant or a business unit for which the Participant provides services which
may include the Employer; and (ii) the person who decides whether the subjective
performance  criteria have been met is someone other than the  Participant,  the
Participant's  family  member  (within  the  meaning of Code  Section  267(c)(4)
applied as if the family of an  individual  includes the spouse of any member of
the family),  a person under the supervision of the Participant or such a family
member,  or where the  compensation of the decision maker is controlled in whole
or in part by the  Participant  or  such a  family  member.  The  Employer  will
determine  the  status of  Compensation  as  Performance-Based  Compensation  in
accordance with Prop. Treas. Reg. Section 1.409A-1(e) and Applicable Guidance.

     1.37  "Plan"  means  the  Nonqualified  Deferred  Compensation  Plan of the
Employer  established  by and  including  the Basic  Plan  Document,  all of its
Exhibits,  Addendums and all of the other documents to which they refer, if any.
The  Plan's  name  is  the  "Heartland  Express,  Inc.  of  Iowa  2006  Top  Hat
Nonqualified  Deferred Compensation Plan." For purposes of applying Code Section
409A  requirements:  (i) this Plan is an account balance plan under Prop. Treas.
Reg. Section 1.409A-1(c)(2)(i)(A) or is a separation pay arrangement under Prop.
Treas.  Reg.  Section  1.409A-1(c)(2)(i)(C);  and (ii) this plan  constitutes  a
separate plan for each  Participant.  This Plan does not constitute:  (i) a Code
Section 401(a) plan with and exempt trust under Code Section 501(a); (ii) a Code
Section 403(a) annuity plan;  (iii) a Code Section 403(b)  annuity;  (iv) a Code
Section  408(k) SEP; (v) a Code Section  408(p)  Simple IRA; (vi) a Code Section
501(c)(18) trust to which an active participant makes deductible  contributions;
(vii) a Code Section 457(b) plan; or (viii) a Code Section 415(m) plan.

     1.38 "Retirement Age" means the date as of which a Participant  attains the
age of 65  years  with  at  least  5 Years  of  Service  with  the  Employer.  A
Participant is not entitled to  distribution  of his/her Vested Accrued  Benefit
based solely on attainment of Retirement  Age,  except as expressly  provided in
Section 4.02.

     1.39  "Separation  from  Service"  means  in the case of an  Employee,  the
Employee's  termination  of employment  with the Employer  whether on account of
death, retirement or otherwise.

     (A) Effect of Leave.  An Employee does not incur a Separation  from Service
if the Employee is on military  leave,  sick leave,  or other bona fide leave of
absence (such as temporary employment by the government), if such leave does not
exceed a period of six months,  or if longer,  the period for which a statute or
contract provides the Employee with the right to reemployment with the Employer.
If a Participant's  leave exceeds six months but the Participant is not entitled
to reemployment under a statute or contract, the Participant incurs a Separation
from Service on the next day following the expiration of six months.

     (B) Insignificant Service. If an Employee continues to perform services for
the  Employer,  but the services are not more than  insignificant,  the Employee
incurs a Separation from Service.  For this purpose,  an Employee will be deemed
to provide  more than  insignificant  service  (and no  Separation  from Service
occurs) if the Employee  provides  service at an annual rate and receives annual
remuneration  from the  Employer  which are equal to at least 20% of the average
annual service performed and to at least 20% of the average annual  remuneration
earned during the immediately preceding 3 full calendar years of employment,  or
if less, the period the Employer employed the Employee.

     (C) Significant  Non-Employee  Service. In addition,  a former Employee who
continues  to render  significant  services to the  Employer  in a  non-Employee
capacity is not deemed to have  incurred a  Separation  from  Service.  For this
purpose a former Employee is deemed to render significant  service if the former
Employee  provides  service at an annual rate and receives  annual  remuneration
from the Employer  which are equal to at least 50% of the average annual service
performed and to at least 50% of the average annual  remuneration  earned during
the immediately  preceding 3 full calendar years of employment,  or if less, the
period the Employer employed the Employee.

     (D) Omitted.
<PAGE>

     (E) Employer Determination. The Employer will determine whether an Employee
has  incurred  a  Separation   from   Service:   (i)  based  on  the  facts  and
circumstances;  (ii) subject to the  provisions of this Section 1.39;  and (iii)
without application of the "same desk rule" under Rev. Rul. 79-336 and Rev. Rul.
80-229.  The  Employer  will  determine  whether an Employee or  Contractor  has
incurred  a  Separation  from  Service in  accordance  with  Prop.  Treas.  Reg.
Section 1.409A-1(h) and Applicable Guidance.

     1.40 "Separation Pay" means any Compensation where one of the conditions to
a right to the  Compensation  is Separation from Service,  whether  voluntary or
involuntary. Separation Pay includes: (i) payments in the form of reimbursements
for expenses incurred and the provision of other taxable benefits; (ii) payments
due on account of Separation  from Service,  regardless of whether such payments
are  conditioned  on  the  Participant's  execution  of  a  release  of  claims,
noncompetition or nondisclosure  provisions or other similar  requirements;  and
(iii)  such  other  amounts  as are  described  in  Prop.  Treas.  Reg.  Section
1.409A-1(m) or in Applicable Guidance.

     1.41 "Separation Pay  Arrangement"  means any arrangement that provides for
Separation  Pay,  including  the portion of any  arrangement  that  provides for
Separation Pay.

     1.42  "Service  Year"  means a  Participant's  Taxable  Year in  which  the
Participant performs services which give rise to Compensation.

     1.43  "Specified  Employee"  means a  Participant  who is a key employee as
described in Code Section 416(i), disregarding paragraph (5) thereof. However, a
Participant  is not a  Specified  Employee  unless any stock of the  Employer is
publicly  traded  on  an  established  securities  market  or  otherwise.  If  a
Participant  is a key  employee at any time  during the 12 months  ending on the
identification  date, the  Participant is a Specified  Employee for the 12 month
period   commencing  on  the  first  day  of  the  fourth  month  following  the
identification  date,  which date is  December  31. The  Employer  may amend its
Adoption Agreement to change the  identification  date but any such amendment is
not effective for 12 months after the adoption of the  amendment.  The Employer,
in determining  whether this Section 1.43 and all related Plan provisions apply,
will determine whether the Employer has any publicly traded stock as of the date
of a Participant's Separation from Service. In the case of a spin-off or merger,
or in the case of  nonresident  alien  Employees,  the  Employer  will apply the
Specified  Employee  provisions of the Plan in accordance with Prop. Treas. Reg.
Section 1.409A-1(i) and other Applicable Guidance.

     1.44 "Specified Time or Fixed Schedule" means, in reference to a payment of
Deferred  Compensation,  the  Employer  at  the  time  of  the  deferral  of the
Compensation  can objectively  determine:  (i) the amount payable;  and (ii) the
payment date or dates.  An amount is  objectively  determinable  if the deferral
election specifically identifies the amount or if the Employer can determine the
amount  pursuant  to  a  nondiscretionary   formula.   For  this  purpose,   the
Participant's  or the  Employer's  designation  of a calendar  year or years for
payment  without  more is deemed to mean  payment on January 1 in such years.  A
Specified  Time or Fixed Schedule also means as described in Prop.  Treas.  Reg.
Section 1.409A-3(g)(1) and other Applicable Guidance.

     1.45 "State" means: (i) one of the fifty states of the United States or the
District of Columbia,  or (ii) a political subdivision of a State, or any agency
or  instrumentality  of a State or its political  subdivision.  A State does not
include the federal government or an agency or instrumentality thereof.

     1.46 "Substantial Risk of Forfeiture" means  Compensation  which is payable
conditioned: (i) on the performance of substantial future services by any person
including the Participant; or (ii) on the occurrence of a condition related to a
purpose of the Compensation,  and where under clause (i) or (ii) the possibility
of  forfeiture  is  substantial.  A  condition  related  to the  purpose  of the
Compensation relates to the Participant's performance for the Employer or to the
Employer's  business  activities or organizational  goals. A Substantial Risk of
Forfeiture  does not include any addition of a condition after a Legally Binding
Right to the  Compensation  arises or any extension of a period during which the
Compensation is subject to a Substantial Risk of Forfeiture. Compensation is not
subject  to  a  Substantial  Risk  of  Forfeiture   merely  because  payment  is
conditioned  on  the   Participant's   refraining  from   performing   services.

<PAGE>
Compensation is not subject to a Substantial Risk of forfeiture  beyond the date
or time that the  Participant  otherwise  could  have  elected  to  receive  the
Compensation  unless  the  amount of  Compensation  (disregarding  Earnings)  is
materially  greater  than  the  amount  of  Compensation  that  the  Participant
otherwise  could have  elected to receive.  As such,  a  Participant's  Elective
Deferrals generally may not be made subject to a Substantial Risk of Forfeiture.
In determining  whether the possibility of forfeiture is substantial in the case
of rights to Compensation  granted to a Participant who owns significant  voting
power or value in the  Employer,  the  Employer  will apply  Prop.  Treas.  Reg.
Section 1.409A-1(d)(3) and Applicable Guidance.

     1.47 "Tax-Exempt Organization" means any tax-exempt organization other than
a governmental  unit or a church or a qualified  church-controlled  organization
within the meaning of Code Sections 3121(w)(3)(A) and 3121(w)(3)(B).

     1.48  "Taxable  Year" means the 12  consecutive  month  period  ending each
December 31.

     1.49 Omitted.

     1.50 Omitted.

     1.51  "Valuation  Date"  means the last day of each  Taxable  Year and such
other dates as the Employer may determine.

     1.52  "Vested"  means  Deferred  Compensation  which  is not  subject  to a
Substantial Risk of Forfeiture.  or to a requirement to perform further services
for the Employer.

     1.53 "Window Program" means a program the Employer  establishes to provide,
for a  limited  period  of  time  not  exceeding  one  year,  Separation  Pay in
connection with  Separation from Service,  or in connection with Separation from
Service  under  prescribed  circumstances,  and  otherwise as described in Prop.
Treas. Reg. Section 1.409A-1(b)(9)(v) or in Applicable Guidance.

     1.54 Omitted.

     1.55 "Year of Service" means the following  requirements  for a Participant
to be credited under the Plan with one year of service for each Taxable Year: To
receive  credit  for  one  Year of  Service,  the  Participant  must  remain  in
continuous  employment  with the  Employer  for the  entire  Taxable  Year.  The
Employer will include a  Participant's  service  before the  Effective  Date for
determining  the total number of Years of Service  credited to such  Participant
under the Plan.


                                II. PARTICIPATION

     2.01  Participant  Designated.  Only a select  group of highly  compensated
Employees  as  designated  by  the  Employer,   from  time  to  time,  shall  be
Participants  in the Plan. An Employee  shall be a Participant in this Plan only
if the Employer  designates in writing such Employee as a Participant,  and such
Employee executes and delivers to the Employer a Participation Agreement, a copy
of which is attached to the Plan as Exhibit A, which for such  Participant  will
be incorporated into and made a part of the Plan.

     2.02 Elective Deferrals. A Participant may elect to make Elective Deferrals
to such Participant's Account in accordance with this Plan.

     (A) Limitations.  A Participant's  Elective Deferrals for a Service Year is
not subject to any amount limitations or conditions.

     (B) Election  Form and Timing.  A  Participant  must make his/her  Elective
Deferral  election on an election  form the Employer  provides for that purpose.
The  Participant  must  make the  election  no  later  than  the  latest  of the
applicable times specified below. The Employer will disregard any election which
is not timely under this Section 2.02(B).
<PAGE>

          (1) General Timing Rule. Except as otherwise  provided in this Section
     2.02(B),  a Participant  must deliver  his/her  election to the Employer no
     later than the end of the Taxable Year prior to the Service Year.

          (2) New  Participant/New  Plan. If the Plan becomes  effective,  or an
     Employee first becomes a Participant,  on a date which is not the first day
     of a Taxable Year, the Participant  must make and deliver his/her  Elective
     Deferral  election  for that  Taxable Year not later than 30 days after the
     Plan  goes into  effect  or the  Participant  becomes  a  Participant.  The
     election  may apply  only to  Compensation  for  services  the  Participant
     performs  subsequent to the date the  Participant  delivers the election to
     the Employer.  For Compensation that is earned for a specified  performance
     period,  including an annual bonus, and where the new Participant  makes an
     Elective Deferral election after the service period commences, the Employer
     will pro rate the election by multiplying the  Compensation by the ratio of
     the  number  of days  left in the  performance  period  at the  time of the
     election, over the total number of days in the entire performance period.

          (3) Omitted.

          (4)  Performance-Based   Compensation.  As  to  any  Performance-Based
     Compensation  based on  services  performed  over a  period  of at least 12
     months,  a  Participant  may elect no later than 6 months before the end of
     the  service  period  to  defer  such   Compensation,   provided  that  the
     Participant:  (i)  continuously  must perform services from a date no later
     than the date the  Employer  establishes  the  performance  criteria and at
     least through the date of the Participant's election; and (ii) may not make
     an election after the Compensation has become  substantially  certain to be
     paid and is readily ascertainable.

          (5) Omitted.

          (6) Final Payroll  Period.  If  Compensation is payable after the last
     day  of  the  Participant's  Taxable  Year,  but is  Compensation  for  the
     Participant's  services  during the final payroll period within the meaning
     of Code Section  3401(b)  which  contains the last day of the Taxable Year,
     the  Compensation is treated for purposes of an election under this Section
     2.02(B),  as  Compensation  for the current Taxable Year in which the final
     payroll  period  commenced.  This  Section  2.02(B)(6)  does  not  apply to
     Compensation  for services  performed  over any period other than the final
     payroll period as described herein and the Employer will apply this Section
     2.02(B)(6) in accordance with Prop. Treas. Reg. Section 1.409A-2(a)(11) and
     Applicable  Guidance.  If the Employer  amends its plan after  December 31,
     2006,  to  alter  the  timing  rule of this  Section  2.02(B)(6),  any such
     amendment  may not take effect  until 12 months after the later of the date
     the amendment if adopted and is effective.

          (7)  Separation  Pay/Window  Program.  If the  Participant's  election
     relates to Separation Pay and the  Separation  Pay: (i) is due to an actual
     involuntary  Separation from Service;  and (ii) is the result of bona-fide,
     arm's length negotiations,  then the Participant may make an election under
     this Section  2.02(B) at any time up to the time that the Participant has a
     Legally  Binding Right to the Separation Pay. If the Separation Pay results
     from a Window Program, the Participant may make the election at any time up
     to the time that the  Participant's  election to  participate in the Window
     Program becomes irrevocable.

          (8) Omitted.

          (9) Fiscal Year  Employer.  In the event that the  Employer's  taxable
     year is a non-calendar  year, a Participant may elect to defer Compensation
     which is co-extensive with the Employer's fiscal year by making an election
     no later than the end of the  Employer's  fiscal  year which  precedes  the
     Employer's  fiscal year in which the  Participant  performs the service for
     which the Compensation is payable and in accordance with Prop.  Treas. Reg.
     Section 1.409A-2(a)(5) and Applicable Guidance.

     (C) Early  Elections/Changes.  A  Participant's  election made prior to the
Section 2.02(B) deadline becomes  irrevocable as to a Taxable Year following the
last day on which a Participant  may make an election under Section  2.02(B) for
such  Taxable  Year. A  Participant  may revoke or make any number of changes to
his/her  Elective  Deferral  election  during the period  prior to the  election
becoming  irrevocable.


<PAGE>

A change payment election under Section 4.03(B) does not
render  an  Elective  Deferral  election  and an  accompanying  initial  payment
election  under Section  4.03(A),  revocable  within the meaning of this Section
2.02(C).

     (D) Election Duration.  A Participant's  Elective Deferral election remains
in effect for the duration of the Taxable Year for which the  Participant  makes
the  election  and for all  subsequent  Taxable  Years  unless  the  Participant
executes  a  subsequent   timely   election,   modification  or  revocation.   A
Participant,  subject to Plan requirements regarding election timing,  including
those in  Article  VII,  may make a new  election,  or may  revoke  or modify an
existing election effective no earlier than for the next Taxable Year.

     2.03 Nonelective Contributions.  During each Taxable Year the Employer may,
but is not required to, make one or more Nonelective  Contributions to the Plan,
in such amounts as the Employer  elects in its  complete  discretion,  including
zero.

     2.04 Omitted.

     2.05 Actual Contributions. The Employer's Nonelective Contributions will be
made in cash or property to Participant Accounts.

     2.06  Allocation  Conditions.  To receive an  allocation  of a  Nonelective
Contribution,  a  Participant  must  remain in  continuous  employment  with the
Employer for the entire Taxable Year for which such Nonelective  Contribution is
made.

     2.07 Timing. The Employer may elect to make any Employer Contribution for a
Taxable  Year at such times as Code  Section  409A or  Applicable  Guidance  may
permit.  The Employer is not required to contribute any actual  contribution (or
to post any notional  contribution)  to an Account at the time that the Employer
makes its contribution election.

     2.08   Administration.   The   Employer   will   administer   all  Employer
Contributions  in the same  manner  as  Elective  Deferrals,  except as the Plan
otherwise  provides.  Any Employer  Contribution  is not subject to an immediate
Participant  right to elect a cash payment in lieu of the Employer  Contribution
and such amounts are payable only in accordance with the Plan terms.

                 III. VESTING AND SUBSTANTIAL RISK OF FORFEITURE

     3.01 Vesting Schedule or other Substantial Risk of Forfeiture.

     (A) Elective Deferral Account. A Participant's Elective Deferral Account is
100% Vested at all times.

     (B) Nonelective  Deferral Account.  Except as otherwise provided by Section
3.02,  if a  Participant  incurs a  Separation  from  Service  prior to  his/her
Nonelective  Contribution  Account  being 100% Vested,  then a percentage of the
total dollar amount  credited to such account that is equal to the percentage of
such  Account  that is not  Vested as of the date on which the  Separation  from
Service  occurs  shall be entirely  forfeited.  Each  Participant's  Nonelective
Deferral Account is subject to all of the following provisions:

          (1) A Participant's  Nonelective  Contribution Account is zero percent
     (0%) Vested until the  Participant is credited under the Plan with five (5)
     Years of Service.

          (2) A Participant's  Nonelective  Contribution Account is also subject
     to the  following  vesting  schedule  based upon the  Participant's  age in
     years:

----------------------------------------- --------------------------------------
                                                Nonelective Contribution Account
          Participant's Age in Years                   Percentage Vested
----------------------------------------------- --------------------------------
              Less than 55 years                              0%
----------------------------------------------- --------------------------------

<PAGE>

  At least 55 years, but less than 60 years                  50%
----------------------------------------------- --------------------------------
  At least 60 years, but less than 61 years                  75%
----------------------------------------------- --------------------------------
  At least 61 years, but less than 62 years                  80%
----------------------------------------------- --------------------------------
  At least 62 years, but less than 63 years                  85%
----------------------------------------------- --------------------------------
  At least 63 years, but less than 64 years                  90%
----------------------------------------------- --------------------------------
  At least 64 years, but less than 65 years                  95%
----------------------------------------------- --------------------------------
              At least 65 years                             100%
----------------------------------------------- --------------------------------

          (3) Notwithstanding the foregoing Sections 3.01(B)(1)-(2), the balance
     as of  the  Effective  Date  of a  Participant's  Nonelective  Contribution
     Account,  plus Earnings credited thereto after the Effective Date, shall be
     100% Vested at all times, subject to the terms of Section 3.01(B)(4).

          (4) If at any time while the  Participant  is employed by the Employer
     or has  any  balance  in  his/her  Nonelective  Contribution  Account,  the
     Participant   does  any  of  the  following,   then  the  balance  of  such
     Participant's Nonelective Contribution Account as of the date on which such
     event occurs shall be entirely forfeited in the absolute  discretion of the
     Employer:  (1) the Participant  directly or indirectly competes against the
     Employer  or  directly or  indirectly  assists a third  party in  competing
     against the Employer;  (2) the Participant discloses or uses the Employer's
     trade  secrets  and  other  confidential  information  in a manner  that is
     detrimental  to  the  Employer   and/or  without  the  Employer's   express
     authorization; (3) the Participant commits a federal or state crime against
     the Employer that directly or materially impacts his or her trustworthiness
     or ability to perform the services for which the  Participant  was employed
     by the Employer, (4) the Participant is convicted of a felony or crime by a
     court of competent  jurisdiction,  and (5) the Participant  commits against
     the Employer an act of fraud, misappropriation or embezzlement.

     3.02  Immediate  Vesting  on  Specified  Events.  Notwithstanding  Sections
3.01(B)(1) and 3.01(B)(2),  a Participant's  Nonelective Contribution Account is
Vested without regard to the  Participant's  age or credited Years of Service if
the  Participant  incurs  a  Separation  from  Service  as a  result  of (1) the
Participant's  death,  (2) the  Participant's  Disability,  or (3) a  Change  in
Control. For purposes of the immediately preceding sentence, a Participant shall
only be deemed to have  incurred a  Separation  from  Service as the result of a
Change in Control if both of the following  conditions (1) and (2) are satisfied
and either one of the following  conditions  (3) or (4) are  satisfied:  (1) the
Participant's  Account is not forfeited pursuant to section 3.01(B)(3),  (2) the
Separation  from Service occurs within nine (9) months of the Change in Control,
(3) the Separation from Service is not voluntary by the Participant, and (4) the
Separation from Service, whether or not voluntary by the Participant,  follows a
substantial  change or reduction in the  Participant's  employment duties (other
than a change due to a  promotion  by  Employer)  occurring  after the Change in
Control.

     3.03 Application of Forfeitures.  A Participant will forfeit any non-Vested
Accrued  Benefit  upon  Separation  from  Service.  The  Employer  will keep all
forfeitures  for the Employer's own account,  and such  forfeitures  will not be
allocated among any of the remaining Participants.

                              IV. BENEFIT PAYMENTS

     4.01 Payment Events. A Participant's Vested Accrued Benefit may not be paid
to the Participant until after the earlier of the following events to occur: (1)
the  Participant's  Separation from Service;  and (2) the Participant  attaining
Retirement Age. Following the occurrence of any of the forgoing events, the Plan
will  pay  to  the  Participant   (or  if  the  Participant  is  deceased,   the
Participant's  Beneficiary) the Vested Accrued Benefit held in the Participant's
Account at the time and in the form and method determined in accordance with the
Employer and Participant's respective elections under Section 4.03.

     (A)  Payment  to  Specified  Employees.  Notwithstanding  anything  to  the
contrary in the Plan or in a Participant or Employer payment election,  the Plan
may not make payment to a Specified Employee,  based on Separation from Service,

<PAGE>

earlier than 6 months following Separation from Service (or if earlier, upon the
Specified  Employee's death),  except as permitted in the final sentence of this
Section  4.01(A).  Any payments that otherwise would be payable to the Specified
Employee  during the  foregoing 6 month period will be  accumulated  and payment
delayed  until a date  specified in the Adoption  Agreement  that is after the 6
month period. The Employer may amend this Section 4.01 with regard to the method
of treating payments otherwise payable within the 6 month period,  provided that
any change in method may not be  effective  for 12 months  after the adoption of
the amendment.  This Section  4.01(A) does not apply to payments made on account
of a domestic relations order under Section 4.03(D)(i), payments made because of
a conflict of interest under Section 4.03(D)(ii), or payment of employment taxes
under Section 4.03(D)(v).

     4.02 Omitted.

     4.03  Form,  Timing  and  Method/  Payment  Election.  The Plan  will pay a
Participant's  Vested Accrued Benefit from his/her Elective  Deferral Account in
the method (as between lump-sum and  installments) and commencing as of the date
determined in accordance with the Participant's  election under Sections 4.03(A)
or (B). Likewise,  the Plan will pay a Participant's Vested Accrued Benefit from
his/her  Nonelective  Deferral  Account in the method (as between  lump-sum  and
installments)  and commencing as of the date  determined in accordance  with the
Employer's  election  under  Sections  4.03(A)  or (B).  Until  the Plan  pays a
Participant's  entire Vested Accrued  Benefit,  the Plan will continue to credit
the  Participant's  Account with Earnings,  in accordance with Section 5.02. The
Plan will pay a  Participant's  Vested  Accrued  Benefit in the form (as between
property and cash) determined by Employer in its discretion. Notwithstanding any
payment election by Participant to the contrary,  upon the Participant's  death,
the Employer shall pay as soon as  administratively  permissible in lump sum any
Vested Accrued Benefit  remaining in the  Participant's  Account at death to the
applicable person or persons determined in accordance with Section 4.05.

     (A) Initial Payment  Election.  A Participant  must make an initial payment
election with respect to his/her  Elective  Deferral  Account at the time of the
Participant's  Elective  Deferral  election under Section 2.02(B).  The Employer
must make an initial payment election as to a Participant's Nonelective Deferral
Account at the time that the Employer grants a Legally Binding Right to Deferred
Compensation  to the  Participant.  A payment  election  may  apply  only to the
Deferred  Compensation  that is the subject of the Elective Deferral election or
the Employer  Contribution or may apply to such Deferred Compensation and to all
future Deferred  Compensation,  as the payment election indicates. A Participant
must  make any  permissible  initial  payment  election  on a form the  Employer
provides for that purpose. If the Participant or the Employer as applicable have
the right to make an initial  payment  election but fail to do so, the Plan will
pay the  affected  Participant's  Vested  Accrued  Benefit  attributable  to the
non-election under this default provision,  in a lump-sum cash payment 13 months
following the earliest event  permitting  payment of the  Participant's  Account
under Section 4.01. If this default  provision  applies,  the default payment is
deemed to be an initial payment election under the Plan.

     (B) Change Payment  Election.  A Participant's  and the Employer's  initial
payment  election  under Section  4.03(A)  (including  any Plan default  payment
applicable  in  the  absence  of an  actual  initial  payment  election)  may be
subsequently changed in the manner provided in this Section 4.03(B).  Further, a
Beneficiary  following a Participant's  death may make a change payment election
under this Section 4.03(B) with respect to the deceased  Participant's  Elective
Deferral  Account.  A Participant  or  Beneficiary  must make any change payment
election on a form the Employer provides for such purpose.

          (1)  Conditions  on  Change  Payment  Elections.  Any  Participant  or
     Employer change payment election: (i) may not take effect until at least 12
     months  following  the date of the  change  payment  election;  (ii) if the
     change  payment  election  relates to a payment  based on  Separation  from
     Service or on Change in Control,  or if the payment is at a Specified  Time
     or pursuant to a Fixed Schedule, the change payment election must result in
     payment  being made not earlier than 5 years  following the date upon which
     the payment otherwise would

<PAGE>

     have been made (or,  in the case of an  installment  payments  treated as a
     single payment,  5 years from the date the first amount was scheduled to be
     paid);  and (iii) if the change  payment  election  relates to payment at a
     Specified Time or pursuant to a Fixed Schedule, the Participant or Employer
     must make the change payment  election not less than 12 months prior to the
     date the payment is scheduled to be made (or, in the case of an installment
     payments treated as a single payment, 12 months prior to the date the first
     amount was scheduled to be paid).

          (2) Definition of "Payment."  Except as otherwise  provided in Section
     4.03(B)(3), a "payment" for purposes of applying Section 4.03(B)(1) is each
     separately  identified amount the Plan is obligated to pay to a Participant
     on a  determinable  date and  includes  amounts paid for the benefit of the
     Participant.  An amount is "separately identified" only if the Employer can
     objectively  determine the amount.  A payment includes the provision of any
     taxable benefit,  including payment in cash or in-kind. A payment includes,
     but is not limited to, the transfer, cancellation or reduction of an amount
     of Deferred  Compensation  in exchange for benefits under a welfare benefit
     plan,  fringe  benefits  excludible  under Code Sec 119 or Sec 132,  or any
     other benefit that is excluded from gross income.

          (3)  Installment  Payments.  For purposes of Section 4.03, a series of
     installment  payments is treated as a single payment.  For purposes of this
     Section 4.03(B)(3),  a "series of installment  payments" means payment of a
     series  of  substantially   equal  periodic  amounts  to  be  paid  over  a
     predetermined  number of years,  except to the extent that any  increase in
     the  payment  amounts  reflects  reasonable  Earnings  through  the date of
     payment.

          (4)  Coordination  with  Anti-Acceleration  Rule. In applying  Section
     4.03(C),  "payment"  means as described in Sections  4.03(B)(2)  and (3). A
     Participant  under a change payment election may change the form of payment
     to a more  rapid  schedule  (including  a  change  from  installments  to a
     lump-sum  payment) without  violating  Section  4.03(C),  provided any such
     change remains subject to the change payment election provisions under this
     Section 4.03(B).  Accordingly, if the Participant's payment change election
     modifies the payment  method from  installments  to a lump-sum  payment,  a
     change payment election must satisfy Section  4.03(B)(1)  measured from the
     first installment  payment.  If a change payment election only modifies the
     timing of an installment payment, the change payment election must apply to
     each  installment  and must  satisfy  Section  4.03(B)  measured  from each
     installment payment.

          (5) Omitted.

          (6)  Certain  Payment  Delays not Subject to Change  Payment  Election
     Rules.  The following  payment  delay  provisions do not result in the Plan
     failing to provide for payment  upon a  permissible  event as Code Sec 409A
     requires nor are the delays treated as a change payment election under this
     Section 4.03(B). The Plan, in the Employer's complete discretion, may delay
     payment to a Participant if the Employer  reasonably  anticipates  that the
     payment will violate  Federal  securities law or other  applicable law. The
     Plan will pay such Deferred  Compensation at the earliest date at which the
     Employer reasonably anticipates that the payment will not cause a violation
     of such laws.  For  purposes of this  Section  4.03(B)(6),  a violation  of
     "other  applicable  law"  does not  include  a payment  which  would  cause
     inclusion of the Deferred Compensation in the Participant's gross income or
     which  would  subject  the  Participant  to any Code  penalty or other Code
     provision.  If the  Employer  amends  this  Section  4.03(B)(6)  to add any
     additional  payment delays  permitted under Applicable  Guidance,  then any
     such  amendment may not be effective  for at least 12 months  following the
     Employer's  adoption of the amendment.  As required under Section  4.03(C),
     the  Employer may not amend this  Section  4.03(B)(6)  to remove any or all
     payment delays described herein as to any previous Deferred Compensation.

     (C) No  Acceleration-General  Rule.  Neither the Employer nor a Participant
may accelerate  the time or schedule of any Plan payment or amount  scheduled to
be paid under the Plan. For this purpose, the following are not an acceleration:
(i) payment made in  accordance  with Plan  provisions or pursuant to an initial
payment  election  under  Section  4.03(A) or a change  payment  election  under
Section  4.03(B) under which payment on an  accelerated  schedule is required on
account  of  an  intervening  event  which  includes  Separation  from  Service,
Disability,  death,  Change in  Control  or  Unforeseeable  Emergency;  (ii) The
Employer's   waiver  or  acceleration  of  the  satisfaction  of  any  condition
constituting a Substantial Risk of Forfeiture provided that payment is made only
upon a permissible  payment event and the Employer's  action  otherwise does not
violate  Code Sec 409A;  and (iii) a choice  between a  distribution  of cash or
property if the timing and the amount of income inclusion to the Participant are
the same.
<PAGE>

     (D)  Permissible   Accelerations.   Notwithstanding  Section  4.03(C),  the
following  accelerations  of the time or schedule of payment are permitted  with
regard  to the  payment  of each  Participant's  Account:  (i) a  payment  to an
individual other than the Participant  required under a domestic relations order
under Code Sec.  414(p)(1)(B);  (ii) a payment  required  under a certificate of
divestiture under Code Sec. 1043(b)(2) relating to conflicts of interest;  (iii)
a Plan  amendment  to permit  certain  cash-out  payments  described in Sections
4.03(E) and (F); (iv) as it relates to the Deferred  Compensation,  a payment to
pay the FICA tax under Code Sec 3101,  3121(a) and  3121(v)(2) and to pay income
taxes at source on wages under Code Sec 3401 or under  corresponding  provisions
of state,  local or foreign  tax laws  related to payment of the FICA and to pay
additional income tax at source on wages  attributable to pyramiding Section Sec
3401  wages and  taxes,  but the total of all such  payments  may not exceed the
aggregate of the FICA amount and the income tax withholding  related to the FICA
amount;  (v) a payment  to any  affected  Participant  at any time that the Plan
fails to meet the requirements of Code Sec 409A and the regulations  thereunder,
provided that such payment may not exceed the amount  required to be included in
income as a result of such failure;  and (vi) payment to prevent the  occurrence
of a "nonallocation  year" under Code Sec 409(p) in accordance with Prop. Treas.
Reg. Sec 1.409A-3(h)(2)(ix) or other Applicable Guidance.

     (E)  Cash-Out  Upon  Separation.  Notwithstanding  a  Participant's  or the
Employer's  payment  election,  the Plan will pay in a single  cash  payment the
entire Vested  Accrued  Benefit of a Participant  who has Separated from Service
where the  Participant's  Vested  Accrued  Benefit  does not exceed  $10,000.  A
payment  under this Section  4.03(E) must  terminate  the  Participant's  entire
interest  in the  Plan and in all  similar  deferred  compensation  arrangements
within the meaning of Prop.  Treas.  Reg. Sec  1.409A-1(c)  or other  Applicable
Guidance.  The Employer will make any payment  under this Section  4.03(E) on or
before  the  later  of:  (i)  December  31 of the  Taxable  Year  in  which  the
Participant  Separates  from  Service;  or (ii) the 15th day of the third  month
following the Participant's Separation from Service.

     (F) Omitted.

     4.04  Withholding.  The Employer  will withhold from any payment made under
the Plan and from any amount taxable under Code Sec 409A, all applicable  taxes,
and any and all other amounts  required to be withheld under  Federal,  state or
local law, including Notice 2005-1 and other Applicable Guidance.

     4.05  Beneficiary  Designation.  A Participant  may designate a Beneficiary
(including one or more primary and contingent  Beneficiaries) to receive payment
of any Vested Accrued Benefit remaining in the  Participant's  Account at death.
The Employer will provide each  Participant  with a form for this purpose and no
designation  will be  effective  unless made on that form and  delivered  to the
Employer.  A  Participant  may  modify  or  revoke an  existing  designation  of
Beneficiary  by executing and delivering a new  designation to the Employer.  In
the  absence of a  properly  designated  Beneficiary,  the  Employer  will pay a
deceased  Participant's  Vested Accrued Benefit to the  Participant's  surviving
spouse  and if  none,  to the  duly  appointed  personal  representative  of the
Participant's  estate. If a Beneficiary is a minor or otherwise is a person whom
the Employer reasonably  determines to be legally incompetent,  the Employer may
cause the Plan to pay the  Participant's  Vested Accrued  Benefit to a guardian,
trustee or other  proper legal  representative  of the  Beneficiary.  The Plan's
payment of the deceased  Participant's  Vested Accrued  Benefit to the person or
persons  determined in accordance with the preceding  provisions of this Section
4.05  shall  completely  discharge  the  Employer  and the  Plan of all  further
obligations under the Plan.

     4.06 Administration of Payment Date(s).

     (A)  Objective  Payment  Date(s).  The  Participant  or the  Employer in an
initial  payment  election  or change  payment  election  made  pursuant  to the
Adoption  Agreement  must provide for a payment date that the  Employer,  at the
time of the payment event, objectively can determine. Such payment date may, but
need not, coincide with a payment event, but any payment must be on or following
and must relate to a Plan  payment  event.  If any such  election  provides  for
payment only in a  designated  calendar  year,  the payment date is deemed to be
January 1 of that year.

     (B) Multiple Payment  Events/Fixed  Schedule Linked to Payment Events.  The
Participant or the Employer in a payment election under Sections 4.03(A) or (B):

<PAGE>

(i) may  provide  for  payment  upon the  earliest  or  latest  of more than one
permissible  payment event under Sections 4.01 and 4.02; (ii) may provide that a
payment based on Separation  from Service,  attaining  Retirement Age, death, or
Change in Control is to be made in  accordance  with a Fixed  Schedule  that the
Employer  objectively can determine at the time of the applicable payment event;
or (iii) may provide for an alternative payment schedule if the payment event to
which the payment schedule is linked occurs prior to a single specified date.

     (C)  Treatment of Payment as Made on Designated  Payment  Date.  The Plan's
payment of Deferred  Compensation  is deemed made on the Plan  required  payment
date or payment  election  required  payment date even if the Plan makes payment
after such date,  provided  the payment is made by the latest of: (i) the end of
the  calendar  year in which the payment is due;  (ii) the 15th day of the third
calendar month following the payment due date; (iii) in case the Employer cannot
calculate the payment amount on account of administrative  impracticality  which
is  beyond  the  Participant's  control  (or the  control  of the  Participant's
estate),  in the first  calendar year in which payment is  practicable;  (iv) in
case the Employer  does not have  sufficient  funds to make the payment  without
jeopardizing  the Employer's  solvency,  in the first calendar year in which the
Employer's funds are sufficient to make the payment.  The Employer may cause the
Plan to pay a  Participant's  Vested Accrued Benefit on any date which satisfies
this Section 4.06(C) and that is administratively practicable following any Plan
specified payment date or the date specified in any valid payment election.

     (D) Disputed Payments. In the event of a dispute between the Employer and a
Participant as to whether Deferred Compensation is payable to the Participant or
as to the amount thereof,  the Plan is deemed to make timely payment on any Plan
required  payment  date or payment  election  required  payment date if: (i) the
Participant  accepts any portion of the payment  that the Employer is willing to
make (unless such acceptance results in a forfeiture of the Participant's  claim
to the remaining  amount);  (ii) the  Participant  makes prompt,  reasonable and
good-faith  efforts to collect the payment;  and (iii) the Plan makes payment in
the first calendar year in which the Employer and the  Participant  enter into a
legally binding settlement of the dispute, the Employer concedes that the amount
is payable or the Employer is required to cause the Plan to make payment under a
final and nonappealable judgment or other binding decision. This Section 4.06(D)
does not apply if the Plan's  failure to make  payment on a required  date is on
account  of:  (i) the  Participant's  failure  to  request  payment,  to provide
information or to take any other action  necessary for the Plan to make payment;
or (ii) the Participant or a member of the  Participant's  family (as defined in
Code Sec  267(c)(4)  applied to include  the spouse of any family  member),  any
person or group of persons over whom the Participant or the Participant's family
has effective control or any person whose  compensation (or any portion thereof)
is controlled by the Participant or the Participant's family members,  makes the
decision to not pay.

     4.07 Employer  Approval of Participant  Elections.  A Participant's  or the
Employer's  initial  payment  elections  or  change  payment  elections  must be
consistent  with the Plan and with the Adoption  Agreement.  The Employer at the
time of the election must approve any Participant  payment  election as to form,
timing and method, where the Adoption Agreement does not expressly authorize the
elected form, timing or method. The Employer,  in its absolute  discretion,  may
withhold approval for any reason,  including,  but not limited to non-compliance
with Plan  terms.  If the  Employer  does not  approve a  Participant's  initial
payment  election  or  change  payment  election,  the  Employer  will  pay  the
Participant's   Vested  Accrued   Benefit  under  Section  4.03  as  though  the
Participant did not make such payment election.

                                V. PLAN EARNINGS

     5.01 Unfunded Plan.  The Employer  intends this Plan to be an unfunded plan
that is wholly or partially  exempt under ERISA. No Participant,  Beneficiary or
successor  thereto has any legal or  equitable  right,  interest or claim to any
property or assets of the Employer,  including  assets held in any Account under
the Plan. The Employer's obligation to pay Plan benefits is an unsecured promise
to pay. This Plan does not create a trust for the benefit of any Participant. At
any time the  Employer  may amend this Plan such that (i) the Employer may elect
to make notional  contributions in lieu of actual contributions to the Plan; and
(ii) the Employer may elect not to invest any actual Plan contributions.  If the
Employer elects to invest any actual Plan contributions, such investments may be
held for the  Employer's  benefit in providing  for the  Employer's  obligations
under the Plan or for such other  purposes as the  Employer may  determine.  Any
assets held in Plan Accounts remain subject to claims of the Employer's  general
creditors,  and no Participant's  or Beneficiary's  claim to Plan assets has any
priority over any general unsecured creditor of the Employer.

<PAGE>

     5.02 Account Earnings. The Plan periodically will credit each Participant's
Elective Deferral and Nonelective  Contribution as actual  contributions to that
Participant's Account. Further, the Plan periodically will credit or charge each
Participant's  Account  with net  investment  earnings,  gain and loss  actually
incurred by the Account.  The Participant has the right to direct the investment
of the Participant's Account,  subject to the Employer's  discretionary right to
limit the investment  options  available to the  Participant  and the Employer's
discretionary  control over the mechanics  and  methodology  for executing  such
investment  direction by the Participant.  The Participant's right to direct the
investment of his/her Account is limited strictly to investment  direction,  and
the  Participant  will not be entitled to the  distribution of any Account asset
except as the Plan  otherwise  permits.  If a  Participant  fails at any time to
direct the investment of his/her Account,  pursuant to investment elections that
may be  required  from  time  to  time  at the  inception  of  such  Account  or
subsequently  thereto,  then the  Employer  shall have the right in its absolute
discretion  to  direct  the  investment  of such  Account,  and such  investment
direction  by the  Employer  shall be exempt  from any  prudent  investor,  risk
diversification   or  other   investment   standards  that  might  otherwise  be
applicable. Except as otherwise provided in the Plan, all Plan assets, including
all  incidents of ownership  thereto,  at all times will be the sole property of
the Employer.

                                VI. MISCELLANEOUS

     6.01  No  Assignment.  No  Participant  or  Beneficiary  has the  right  to
anticipate,  alienate,  assign, pledge,  encumber,  sell, transfer,  mortgage or
otherwise in any manner convey in advance of actual receipt,  the  Participant's
Account.  Prior to actual payment, a Participant's Account is not subject to the
debts,  judgments or other  obligations of the Participant or Beneficiary and is
not subject to attachment,  seizure,  garnishment or other process applicable to
the Participant or Beneficiary.

     6.02 Not  Employment  Contract.  This Plan is not a contract for employment
between the Employer and any Employee who is a  Participant.  This Plan does not
entitle any Participant to continued employment with the Employer,  and benefits
under the Plan are limited to payment of a Participant's  Vested Accrued Benefit
in accordance with the terms of the Plan.

     6.03 Amendment and Termination.

     (A) Amendment.

          (1) Amendment and  Restatement of Prior Plans and  Arrangements.  This
     Basic Plan Document is hereby deemed an amendment  and  restatement  of any
     and  all  prior  nonqualified   deferred  compensation  top  hat  plans  or
     arrangements  previously sponsored by the Employer,  the terms of which are
     hereby superseded and replaced.  Each Participant's  benefits and interests
     under any and all prior  nonqualified  deferred  compensation top hat plans
     and arrangements,  if any, are now solely represented by such Participant's
     Accrued Benefit.

          (2) Future Plan Amendments.  The Employer  reserves the right to amend
     the Plan at any time to comply  with Code Sec 409A,  Notice  2005-1,  Prop.
     Treas.  Reg.  Sec 1.409A  and other  Applicable  Guidance  or for any other
     purpose,  provided that such  amendment  will not result in taxation to any
     Participant under Code Sec 409A. Except as the Plan and Applicable Guidance
     otherwise may require,  the Employer may make any such amendments effective
     immediately.

     (B)  Termination.  The  Employer  may  terminate,  but is not  required  to
terminate,   the  Plan  and   distribute   Plan  Accounts  under  the  following
circumstances:

          (1) Dissolution/Bankruptcy. The Employer may terminate the Plan within
     12 months  following a dissolution  of a corporate  Employer  taxable under
     Code Sec 331 or with  approval of a  Bankruptcy  court under 11 U.S.C.  Sec
     503(b)(1)(A),  provided  that  the  Deferred  Compensation  is  paid to the
     Participants  and is  included  in the  Participants'  gross  income in the
     latest  calendar year: (i) in which the plan  termination  occurs;  (ii) in
     which  the  amounts  no  longer  are  subject  to  a  Substantial  Risk  of
     Forfeiture; or (iii) in which the payment is administratively practicable.
<PAGE>

          (2) Change in Control.  The Employer may terminate the Plan within the
     30 days preceding or the 12 months  following a Change in Control  provided
     the  Employer  distributes  all Plan  Accounts  (and  must  distribute  the
     accounts  under any  substantially  similar  Employer  plan  which plan the
     Employer  also  must  terminate)   within  12  months  following  the  Plan
     termination.

          (3) Other. The Employer may terminate the Plan for any other reason in
     the Employer's  discretion  provided that: (i) the Employer also terminates
     all Aggregated Plans in which any Participant  also is a participant;  (ii)
     the Plan makes no payments in the 12 months  following the Plan termination
     date other than  payments  the Plan  would have made  irrespective  of Plan
     termination;  (iii) the Plan makes all payments within 24 months  following
     the Plan  termination  date; and (iv) the Employer within 5 years following
     the  Plan  termination  date  does  not  adopt  a  new  plan  covering  any
     Participant that would be an Aggregated Plan.

          (4)  Applicable  Guidance.  The Employer may  terminate the Plan under
     such other circumstances as Applicable Guidance may permit.

     (C) Effect on Vesting.  Any Plan amendment or  termination  will not reduce
the Vested Accrued  Benefit held in any  Participant  Account at the date of the
amendment or termination  and also may not  accelerate  vesting except as may be
permitted without subjecting any Participant to taxation under Code Sec 409A.

     (D) Cessation of Future  Contributions.  The Employer may elect at any time
to  amend  the  Plan  to  cease  future   Elective   Deferrals  or   Nonelective
Contributions  as of a specified date. In such event, the Plan remains in effect
(except those  provisions  permitting  the frozen  contribution  type) until all
Accounts are paid in accordance  with the Plan terms,  or, if earlier,  upon the
Employer's termination of the Plan.

     6.04 Severability.  If the Employer or any proper authority  determines any
provision  of the Plan will cause  taxation  under Code Sec 409A or is otherwise
invalid,  the remaining portions of the Plan will continue in effect and will be
interpreted consistent with the elimination of the invalid provision.

     6.05 Notice and Elections. Any notice given or election made under the Plan
must be in writing and must be  delivered or mailed by  certified  mail,  to the
Employer or to the Participant or Beneficiary as appropriate.  The Employer will
prescribe  the form of any Plan  notice  or  election  to be given to or made by
Participants. Any notice or election will be deemed given or made as of the date
of delivery,  or if given or made by certified mail, as of 3 business days after
mailing.

     6.06  Administration.  The Employer will administer and interpret the Plan,
including  making  a  determination  of  the  Vested  Accrued  Benefit  due  any
Participant or Beneficiary  under the Plan. As a condition of receiving any Plan
benefit to which a  Participant  or  Beneficiary  otherwise  may be entitled,  a
Participant or Beneficiary  will provide such  information and will perform such
other acts as the Employer  reasonably  may request.  The Employer may cause the
Plan to forfeit any or all of a  Participant's  Vested Accrued  Benefit,  if the
Participant   fails  to   cooperate   reasonably   with  the   Employer  in  the
administration of the Participant's  Plan Account,  provided that this provision
does not apply to a bona fide dispute  under Section  4.06(D).  The Employer may
retain  agents to assist in the  administration  of the Plan and may delegate to
agents such duties as it sees fit.  The decision of the Employer or its designee
concerning  the  administration  of the Plan is final  and is  binding  upon all
persons having any interest in the Plan. The Employer will indemnify, defend and
hold  harmless  any  Employee  designated  by  the  Employer  to  assist  in the
administration  of the Plan from any and all loss,  damage,  claims,  expense or
liability  with  respect to this Plan  (collectively,  "claims")  except  claims
arising from the intentional acts or gross negligence of the Employee.

     6.07 Account  Statements.  The Employer from time to time will provide each
Participant with a statement of the  Participant's  Vested Accrued Benefit.  The
Employer also will provide  Account  statements to any Beneficiary of a deceased
Participant with a Vested Accrued Benefit remaining in the Plan.

     6.08  Accounting.  The Employer  will maintain for each  Participant  as is
necessary for proper  administration  of the Plan, an Elective  Deferral Account
and a Nonelective Contribution Account.
<PAGE>

     6.09 Costs and Expenses. Except for investment charges, which will be borne
by the Account to which they pertain, the Employer will pay the costs,  expenses
and fees associated with the operation of the Plan,  excluding those incurred by
Participants or Beneficiaries.

     6.10 Reporting. The Employer will report Deferred Compensation for Employee
Participants  on Form W-2 for Employee  Participants  in accordance  with Notice
2005-1 and Applicable Guidance.

     6.11  ERISA  Claims  Procedure.   Subject  to  the  following,  the  claims
procedures  set forth in DOL Reg.  Sec  2560.503-1  apply as the  Plan's  claims
procedures: For purposes of the Plan's claims procedure under this Section 6.11,
the "Plan  Administrator"  means the Employer.  A Participant or Beneficiary may
file  with  the  Plan  Administrator  a  written  claim  for  benefits,  if  the
Participant  or  Beneficiary  disputes  the Plan  Administrator's  determination
regarding the  Participant's or Beneficiary's  Plan benefit.  However,  the Plan
Administrator  will  cause  the  Plan to pay  only  such  benefits  as the  Plan
Administrator  in its  discretion  determines a Participant  or  Beneficiary  is
entitled to receive. The Plan Administrator under this Section 6.11 will provide
a separate written document to affected  Participants  and  Beneficiaries  which
explains the Plan's claims procedure and which by this reference is incorporated
into the Plan. If the Plan  Administrator  makes a final  written  determination
denying a Participant's or  Beneficiary's  claim, the Participant or Beneficiary
must file an action with respect to the denied  claim within 180 days  following
the date of the Plan Administrator's final determination.

                      VII. APPLICABLE 409A TRANSITION RULES

     7.01 2005 and 2006 Operational Rules. The following provisions apply to the
Plan during the 2005 and 2006 Taxable Years.

     (A) Good Faith. The Employer will operate the Plan during the 2005 and 2006
Taxable Years in good faith  compliance in accordance  with:  (i) Notice 2005-1;
(ii) Code Sec 409A; and (iii) any  Applicable  Guidance as of the effective date
thereof. The Employer also may operate the Plan consistent with the Prop. Treas.
Reg. Sec 1.409A  before such  regulations  become  effective  and may apply such
regulations  to the  extent  that  they are  inconsistent  with  Notice  2005-1.
Although the Employer  intends this Plan document to comply with the  provisions
of Notice  2005-1 and of Prop.  Treas.  Reg. Sec 1.409A,  the Employer  will not
apply any Plan provision  which is  inconsistent  therewith and, by December 31,
2006,  will amend any such  provision to comply with  Applicable  Guidance.  The
Employer and the  Participants  may not exercise  discretion under the Plan in a
manner that would violate Code Sec 409A.

     (B) New Payment Elections.  A Participant,  on or before December 31, 2006,
may make a new payment election as to any Compensation Deferred previously.  Any
such election  must be a permissible  election  under  Section  4.03(A),  but an
election under this Section  7.01(B) is not treated as a change in the timing or
form of  distribution  and need not comply with Section 4.03(B) as it applies to
such changes. In addition, during 2006, a Participant may not make a new payment
election under this Section  7.01(B) which:  (i) would result in the Participant
not receiving any payment which the Plan  otherwise  would make in 2006; or (ii)
would accelerate to 2006 any payment the Plan would otherwise make after 2006.

     7.02  Incorporation  of  Applicable  Guidance.  In the event of  Applicable
Guidance  that is  contrary  to any  Plan  provision,  the  Employer,  as of the
effective date of the Applicable Guidance,  will operate the Plan in conformance
therewith and disregard any  inconsistent  Plan  provision.  Any such Applicable
Guidance  is  deemed  to be  incorporated  by  reference  into  the  Plan and to
supersede any contrary Plan provision during any period in which the Employer is
permitted  to comply  operationally  with the  Applicable  Guidance and before a
formal Plan amendment is required.

<PAGE>

                               EMPLOYER SIGNATURE

     The Employer  hereby agrees to the  provisions of this Plan, and in witness
of its agreement,  the Employer,  by its duly authorized  officer,  has executed
this Basic Plan Document on______________________, 2006.

                                                HEARTLAND EXPRESS OF IOWA, INC.


                                                By:____________________________

                                                Name:__________________________

                                                Title:_________________________































<PAGE>

                         HEARTLAND EXPRESS OF IOWA, INC.
              2006 TOP HAT NONQUALIFIED DEFERRED COMPENSATION PLAN

                             PARTICIPATION AGREEMENT

Participant Name:______________________________________________("Participant").

     This Participation Agreement is executed by the above-named Participant and
Heartland  Express of Iowa,  Inc.  ("Employer")  on the date stated below and is
binding upon Employer,  Participant,  and their respective heirs, successors and
permitted  assigns.  In consideration of Employer's and Participant's  covenants
and obligations  contained herein and in the Plan (defined  below),  the receipt
and  sufficiency  of  which   Participant   and  Employer  hereby   acknowledge,
Participant and Employer agree as follows:

     1. Definitions.  The "Plan" as used in this Participation Agreement,  means
the  Heartland  Express  of  Iowa,  Inc.  2006  Top  Hat  Nonqualified  Deferred
Compensation  Plan.  Except as otherwise  provided herein,  any capitalized term
used  herein  has the  definition  provided  in the  Plan's  written  instrument
executed by the Employer on October ________________________,  2006 and known as
the "Basic Plan Document",  a copy of which Participant  acknowledges  receiving
from Employer.

     2. Plan Restatement and Amendment.  Participant acknowledges that the Basic
Plan Document is a restatement  and amendment of any and all prior  nonqualified
deferred compensation top hat plans previously sponsored Employer, and the terms
of all such plans are  replaced  and  superseded  by the terms of the Basic Plan
Document.  Participant  agrees that the Plan's terms and conditions as stated in
the Basic Plan Document, its exhibits,  addendums and all of the other documents
to which they refer (and Applicable  Guidance) shall  exclusively  govern all of
Participant's rights and benefits under the Plan.

     3.  Accrued  Benefit.  Participant  and Employer  agree that  Participant's
Accrued  Benefit  as of  November  1, 2006  under the Plan shall be equal to the
amount stated on Schedule 1 attached to this Participation Agreement.

     4. Accrued Benefit Vesting.  Participant and Employer acknowledge and agree
that in  accordance  with Plan  section  3.01(B)(3),  Participant's  Nonelective
Contribution Account balance as of the Effective Date is 100% Vested.

     5. Release.  Participant agrees that  Participant's  benefits and interests
under any and all versions of the Plan prior to its restatement  under the Basic
Plan Document and all other nonqualified  deferred  compensation plans sponsored
by Employer  are void and  entirely  superseded  and  replaced by  Participant's
Accrued  Benefit and other  rights and  interests  created  under the Basic Plan
Document.  Participant hereby releases Employer, its directors and officers from
any and all obligations of Employer under any and all versions of the Plan prior
to its  amendment  and  restatement  in the form of the Basic Plan  Document and
under all other nonqualified deferred compensation plans and arrangements at any
time  sponsored  by the  Employer.  The  above  release  is  made  partially  in
consideration  of  Participant"s  Accrued Benefit as of the Effective Date being
100% vested in accordance with Plan section 3.01(B)(3).



Participant                           Heartland Express of Iowa, Inc. (Employer)

_________________________________
                                      By:_______________________________________

Date:                                 Name:_____________________________________
_________________________________
                                      Title:____________________________________

                                      Date:_____________________________________

<PAGE>




                      SCHEDULE 1 TO PARTICIPATION AGREEMENT



Participant Name:__________________________________________________



Participant's Accrued Benefit as of November 1, 2006:

-------------------------------------- -----------------------------------------
Account:                               Balance:
-------------------------------------- -----------------------------------------
Elective Deferral Account              $0.00
-------------------------------------- -----------------------------------------
Nonelective Contribution Account       $
-------------------------------------- -----------------------------------------








______________________________________ Date:____________________________________
Participant



Heartland Express of Iowa, Inc. (Employer)


By:___________________________________ Date:____________________________________

Name:_________________________________

Title:________________________________














<PAGE>

                         HEARTLAND EXPRESS, INC. OF IOWA
              2006 TOP HAT NONQUALIFIED DEFERRED COMPENSATION PLAN
                  ELECTIVE DEFERRAL AGREEMENT - REGULAR PAYROLL


Participant Name:________________________________________("Participant")

     The above-named Participant  participates in the Heartland Express, Inc. of
Iowa  2006  Top  Hat  Nonqualified   Deferred  Compensation  Plan  ("Plan").  In
accordance  with  Section  2.02 of the Plan,  the  Participant  enters into this
Elective  Deferral  Agreement  ("Agreement"),  which is effective for all of the
Participant's  Compensation  during the Taxable  Year  except  Performance-Based
Compensation.  Except as otherwise provided herein, any capitalized term has the
definition provided in the Plan's written instrument executed by the Employer on
__________________, 2006 and referred to as the "Basic Plan Document", a copy of
which Employer has provided to Participant.

     1. Elective Deferral Amount. The Employer will reduce my Compensation by:

[  ] ________%.

[  ] $___________________.

     2. Frequency. For each payroll period within the Taxable Year, the Employer
will deduct from my Compensation  (excluding my Performance-Based  Compensation)
the amount I have elected in this Agreement (my "Elective Deferrals").

     3. Taxation and  Withholding.  My Elective  Deferrals are subject to income
tax and income tax  withholding  when  payments are  actually or  constructively
received by me. Such amounts are subject to FICA,  FUTA and Medicare at the time
services  are  performed  or  when  the  amounts  are  no  longer  subject  to a
substantial  risk of  forfeiture,  whichever is later.  The Employer will deduct
from my remaining Compensation the above taxes on my Elective Deferrals.

     4.  Changes.  Subject to the  Employer's  right to  terminate  the Plan and
certain other limited exceptions,  this Agreement is irrevocable for the Taxable
Year for which it goes into effect.  Further,  this Agreement shall continue for
subsequent  Taxable  Years  until I revoke or modify  it. I may revoke or modify
this  Agreement by  completing  a new  Agreement  before the  election  deadline
applicable to the Taxable Year for which the revocation or modification  will be
effective.

     5. Vesting and  Earnings.  I am 100% vested in my Elective  Deferrals.  The
Employer will credit my Elective  Deferrals to an Account  established under the
Plan for my benefit.  My Account  will be adjusted  for actual  Earnings or with
notional Earnings in accordance with the Plan terms.

____________________________      Participant:
         [Date]                               __________________________________
                                                         [Name]

                                              __________________________________
                                                         [Signature]

Accepted:___________________         Heartland Express of Iowa, Inc.
               [Date]
                                     ___________________________________________
                                                        [Signature]

                                     Name & Title:______________________________

<PAGE>

                         HEARTLAND EXPRESS, INC. OF IOWA
              2006 TOP HAT NONQUALIFIED DEFERRED COMPENSATION PLAN
       ELECTIVE DEFERRAL AGREEMENT - PERFORMANCE-BASED BONUS COMPENSATION


Participant Name:__________________________________________("Participant")

     The above-named Participant  participates in the Heartland Express, Inc. of
Iowa  2006  Top  Hat  Nonqualified   Deferred  Compensation  Plan  ("Plan").  In
accordance  with  Section  2.02 of the Plan,  the  Participant  enters into this
Elective  Deferral  Agreement   ("Agreement"),   which  is  only  effective  for
Performance-Based  Compensation for the_________________ Taxable Year. Except as
otherwise provided herein,  any capitalized term has the definition  provided in
the Plan's written instrument  executed by the Employer on ______________,  2006
and  referred  to as the "Basic Plan  Document",  a copy of which  Employer  has
provided to Participant.

     1. Elective Deferral Amount. The Employer will reduce my  Performance-Based
Compensation by:

[  ]  _______%.

[  ]  $___________________________.



     2. Taxation and  Withholding.  My Elective  Deferrals are subject to income
tax and income tax  withholding  when  payments are  actually or  constructively
received by me. Such amounts are subject to FICA,  FUTA and Medicare at the time
services  are  performed  or  when  the  amounts  are  no  longer  subject  to a
substantial  risk of  forfeiture,  whichever is later.  The Employer will deduct
from my remaining Compensation the above taxes on my Elective Deferrals.

     3.  Changes.  Subject to the  Employer's  right to  terminate  the Plan and
certain other limited exceptions,  this Agreement is irrevocable for the Taxable
Year for which it goes into effect.  Further,  this Agreement shall continue for
subsequent  Taxable  Years  until I revoke or modify  it. I may revoke or modify
this  Agreement by  completing  a new  Agreement  before the  election  deadline
applicable to the Taxable Year for which the revocation or modification  will be
effective.

     4. Vesting and  Earnings.  I am 100% vested in my Elective  Deferrals.  The
Employer will credit my Elective  Deferrals to an Account  established under the
Plan for my benefit.  My Account  will be adjusted  for actual  Earnings or with
notional Earnings in accordance with the Plan terms.


______________________________        Participant:
         [Date]                                   ______________________________
                                                           [Name]

                                                  ______________________________
                                                           [Signature]

Accepted:_____________________         Heartland Express of Iowa, Inc.
                  [Date]
                                       _________________________________________
                                                     [Signature]

                                       Name & Title:____________________________


<PAGE>

       Heartland Express, Inc. Of Iowa 2006 Top Hat Nonqualified Deferred
                                Compensation Plan
                            Initial Payment Election
                                   Page 2 of 2
                                   Page 1 of 2
                         HEARTLAND EXPRESS, INC. OF IOWA
              2006 TOP HAT NONQUALIFIED DEFERRED COMPENSATION PLAN
                            INITIAL PAYMENT ELECTION


Participant Name:___________________________________________("Participant")

     The above-named Participant  participates in the Heartland Express, Inc. of
Iowa  2006  Top  Hat  Nonqualified   Deferred  Compensation  Plan  ("Plan").  In
accordance with Section  4.03(A) of the Plan, the Participant  makes the initial
payment   elections  set  forth  within  this  instrument   (collectively,   the
"Election") with respect to Participant's  Elective Deferral Account.  Except as
otherwise provided herein,  any capitalized term has the definition  provided in
the Plan's written instrument executed by the Employer on ________________, 2006
and  referred  to as the "Basic Plan  Document",  a copy of which  Employer  has
provided to Participant.

     1.  Application  of  Election.  This  Election  applies only as provided in
subsection  1(a) or 1(b) below,  whichever  subsection  the  Participant  hereby
elects by checking the box to the left of the subsection:  [Note to Participant:
You must check only one of the boxes to the left of subsections 1(a) -- (b).]

[  ]   (a) Only to all Deferred Compensation  attributable to Elective Deferrals
     that the Participant elects for the ___________ calendar year.

[  ]   (b) Only to all Deferred Compensation  attributable to Elective Deferrals
     that the Participant  elects for the  ___________  calendar year and to all
     subsequent Elective Deferrals.

     2. Timing of Payment. Participant hereby elects that payment of the Accrued
Benefit of  Participant's  Elective  Deferral Account shall commence on the date
calculated pursuant to whichever of the following subsections Participant checks
the box to the left of such  subsection:  [Note to  Participant:  You must check
only one of the boxes to the left of subsections 2(a) - (d).]

[  ]   (a) On the first day of the  ______  whole  month  following  the date of
     Participant's  Separation  from  Service  not  less  than 6  months  as per
     Subsection 4.01(A). [Note to Participant:  If you check the box to the left
     of this subsection  2(a), then you must fill in the blank contained  within
     this  subsection  with the number of months  following the Separation  from
     Service  that you desire to wait until  payment  of the  Elective  Deferral
     Account commences.]

[  ]   (b) On the first day of the first whole month following the Participant's
     __________ birthday. [Note to Participant: If you check the box to the left
     of this subsection  2(b), then you must fill in the blank contained  within
     this  subsection  with the age at which you  desire to have  payment of the
     Elective Deferral Account commence.  The selected birthday must be at least
     your sixty-fifth (65th) birthday.]

[  ]   (c) On the earlier of the two dates  calculated  pursuant to  subsections
     2(a) and 2(b).

[  ]   (d) On the later of the two dates calculated pursuant to subsections 2(a)
     and 2(b). [Note to Participant:  If you check the box to the left of either
     subsection 2(c) or 2(d), then you must fill in the blanks  contained within
     subsections 2(a) and 2(b).]
<PAGE>

     3. Method of Payment. Participant hereby elects that payment of the Accrued
Benefit of  Participant's  Elective  Deferral  Account shall be made as follows:
[Note to  Participant:  You  must  check  only  one of the  boxes to the left of
subsections 3(a) - (b).]

[  ]   (a) In lump sum on the date on which  payment of the  Accrued  Benefit of
     Participant's  Elective Deferral Account commences pursuant to section 2 of
     this Election.

[  ]   (b) In ______ equal annual  installments with the first installment to be
     paid on the date on which payment  commences  pursuant to section 2 of this
     Election,  and each subsequent  installment  being paid on the same date in
     each  subsequent  year  until all  installments  have been  paid.  [Note to
     Participant:  If you select payment pursuant to this section 3(b), then you
     must  insert the  desired  number of  installment  payments  into the blank
     contained within this subsection.]

     4. Change in Method of Payment. If Participant elects under section 3(b) of
this  Election  to receive  payment  of the  Accrued  Benefit  of  Participant's
Elective  Deferral  Account in installments,  then Participant  hereby elects to
change the payment method so as to require payment of the then-remaining Accrued
Benefit of Participant's Accrued Benefit in lump sum as soon as administratively
permissible  following the first to occur of any of the following events:  [Note
to  Participant:  If you  desire  to  receive  a lump  sum  payment  in  lieu of
installments  upon any of the events  identified in subsections  4(a) - (b, then
check the box to the left of the  desired  subsection.  You may choose more than
one subsection.]

[  ]   (a) Upon the Participant's Disability.

[  ]   (b) Upon a Change in Control.

     5. Payment Upon Participant's Death. In accordance with section 4.03 of the
Plan,  any Accrued  Benefit  remaining in the  Participant's  Elective  Deferral
Account  upon  Participant's  death  shall  be paid  to the  person  or  persons
determined in accordance with section 4.05 of the Plan, notwithstanding anything
to the contrary contained in this Election.

     6. Permanency of Election;  Binding Effect.  Participant may only amend the
Election  set forth  herein in  accordance  with section 4.03 of the Plan and by
written  instrument  executed by  Participant  or his permitted  agents,  heirs,
beneficiaries and assigns. This Election is binding upon the Participant and the
Participant's beneficiaries, heirs, estate and permitted assigns.


______________________________        Participant:______________________________
          [Date]                                           [Signature]



Accepted:_____________________        Heartland Express of Iowa, Inc.
                [Date]
                                      __________________________________________
                                                    [Signature]

                                      Name & Title:_____________________________

<PAGE>

       Heartland Express, Inc. Of Iowa 2006 Top Hat Nonqualified Deferred
                               Compensation Plan
                             Change Payment Election
                                   Page 2 of 2
                                   Page 1 of 2
                         HEARTLAND EXPRESS, INC. OF IOWA
              2006 TOP HAT NONQUALIFIED DEFERRED COMPENSATION PLAN
                             CHANGE PAYMENT ELECTION


Participant Name:____________________________________________("Participant")

     The above-named Participant  participates in the Heartland Express, Inc. of
Iowa  2006  Top  Hat  Nonqualified   Deferred  Compensation  Plan  ("Plan").  In
accordance with Section 4.03(B) of the Plan, the Participant makes the following
change to  Participant's  prior payment  elections dated  ________________  with
respect to Participant's  Elective  Deferral  Account.  The changes set forth in
this instrument  apply to such portion of the  Participant's  Elective  Deferral
Account as is controlled by  Participant's  prior election.  Except as otherwise
provided herein, any capitalized term has the definition  provided in the Plan's
written instrument  executed by the Employer on  ____________________,  2006 and
referred to as the "Basic Plan Document",  a copy of which Employer has provided
to Participant.

     1. No  Acceleration.  This form may be used to delay, but not to accelerate
payment of Plan benefits.

     2. Permissible  Changes.  Participant's  change election  contained in this
instrument  cannot take effect  until at least 12 months  after the date of this
instrument.  Change  elections  must result in the first payment under the prior
election  being delayed for at least 5 years beyond the prior  election  payment
date. If the change election relates to payment  following a specified  birthday
of  Participant,  then the change election must be made at least 12 months prior
to the first scheduled payment.

     3. Change to Payment's Timing and/or Method. Participant elects to make the
following changes: [Note to Participant:  Choose one or more of the following by
checking the box to the left of the desired subsection.]

[  ]   (a) Timing.  Payment of the  Accrued  Benefit of  Participant's  Elective
     Deferral Account shall commence on:________________________________________
     ____________.  [Note to Participant:  If you desire to change the timing of
     the  payment,  then  you  must  fill in the  blank  contained  within  this
     subsection with the desired start date for payment of the Elective Deferral
     Account.]

[  ]   (b) Method.  Payment of the  Accrued  Benefit of  Participant's  Elective
     Deferral Account shall be made in: [Note to Participant: Choose just one of
     the following by checking the box to the left of the desired subsection.]

     [  ]   (i) In lump sum on the date on which payment of the Accrued  Benefit
          of Participant's Elective Deferral Account commences.

     [  ]   (ii) In ______ equal annual  installments with the first installment
          to be paid on the date on which payment commences, and each subsequent
          installment  being paid on the same date in each subsequent year until
          all installments  have been paid. [Note to Participant:  If you select
          payment  pursuant to this section  3(b)(ii),  then you must insert the
          desired number of installment payments into the blank contained within
          this subsection.]
<PAGE>

     4.  Permanency  of  Election;  Binding  Effect.  Participant  may only make
further changes to Participant's election in accordance with section 4.03 of the
Plan and by written instrument  executed by Participant or his permitted agents,
heirs,  beneficiaries  and  assigns.  This change  election is binding  upon the
Participant and the  Participant's  beneficiaries,  heirs,  estate and permitted
assigns.


________________________________      Participant:______________________________
           [Date]                                           [Signature]



Accepted:_______________________      Heartland Express of Iowa, Inc.
                  [Date]
                                      __________________________________________
                                                   [Signature]

                                      Name & Title:_____________________________


























<PAGE>

                         Heartland Express, Inc. of Iowa
              2006 Top Hat Nonqualified Deferred Compensation Plan
                             ERISA Claims Procedure

Pursuant to section 6.11 of the 2006 Top Hat Nonqualified  Deferred Compensation
Plan, the following claims procedures shall apply to and are hereby incorporated
into the Plan  with  respect  to any  claim  for  benefits  under  the Plan by a
Participant or Beneficiary.  All capitalized terms used in this instrument shall
have the definition set forth in the Plan unless expressly provided otherwise in
this instrument.

1.   NAMED  FIDUCIARY  AND PLAN  ADMINISTRATOR.  The  Named  Fiduciary  and Plan
     Administrator of the Plan shall be the Employer (Heartland Express, Inc. of
     Iowa)  until  its  resignation  or  removal  by  the  Employer's  board  of
     directors.  The Named Fiduciary and Administrator  shall be responsible for
     management,  control and  administration of the Plan as established  herein
     and shall make all  determinations as to rights to benefits under the Plan.
     It may delegate to others  certain  aspects of the management and operation
     responsibilities  of the Plan  including the employment of advisors and the
     delegation of ministerial duties to qualified individuals.

2.   FILING OF CLAIM FOR BENEFITS.  A  Participant  or  Beneficiary  of the Plan
     shall make a claim for the benefits by delivering a written  request to the
     Plan Administrator or such person or office as the Plan Administrator shall
     designate for the processing of claims.  Upon receipt of such request,  the
     Plan  Administrator  may  require the  claimant to complete  such forms and
     provide  such  additional  information  as may be  reasonably  necessary to
     establish the claimant's right to the benefit under the Plan.
3.   NOTIFICATION TO CLAIMANT OF DECISION.  If a claim for benefits is wholly or
     partially  denied,  the  Plan  Administrator  (or the  party  to whom  such
     authority  has been  delegated)  shall  furnish to claimant a notice of the
     decision,  meeting the  requirement  of the  following  Paragraph 4, within
     ninety (90) days after receipt of the claim by the Plan  Administrator.  If
     special  circumstances  require  more than  ninety (90) days to process the
     claim, this period may be extended for up to an additional ninety (90) days
     by giving  written  notice to the  claimant  before the end of the  initial
     ninety (90) day period.  However,  if the claim for  benefits  concerns the
     payment of benefits  under the Plan due to a  determination  of Employee as
     disabled,  then a decision  shall be rendered  within 45, not 90, days, and
     such  period may be  extended,  if special  circumstances  require  such an
     extension,  by no more than two 30-day  periods by giving written notice to
     the claimant of such extensions. An extension notice shall indicate (1) the
     special circumstances requiring an extension of time, (2) the date by which
     the  Corporation  expects  to render  the  benefit  determination,  (3) the
     standards on which  entitlement  to a benefit is based,  (4) the unresolved
     issues  that  prevent  a  decision  on the  claim,  and (5) the  additional
     information  needed  to  resolve  those  issues.  If the  period of time is
     extended because the claimant has failed to provide  necessary  information
     to decide the claim,  the claimant shall have at least 45 days within which
     to provide the specified information, and the period for making the benefit
     determination  shall be tolled from the date on which the  notification  of
     the extension is sent to the claimant, until the date on which the claimant
     provides  the  information.  Failure to provide a notice of decision in the
     time  specified  shall  constitute  a denial of the claim and the  claimant
     shall be  entitled  to  require a review  of the  denial  under the  review
     procedures specified in Paragraphs 5 and 6 below.

4.   CONTENT  OF NOTICE.  The notice to be  provided  to every  claimant  who is
     denied a claim for benefits under Paragraph 3 above shall be in writing and
     shall set forth in a manner  calculated  to be  understood by the claimant,
     the following:

a.   The specific reason or reasons for the denial;

b.   A specific  reference to pertinent  Plan  provisions on which the denial is
     based;
<PAGE>

c.   A description of any additional  material or information  necessary for the
     claimant to perfect the claim and the  explanation  of why such material or
     information is necessary; and

d.   An explanation of the Plan's claim review procedure describing the steps to
     be taken by the  claimant  who wishes to submit his or her claim for review
     and including a statement of the claimant's  rights to bring a civil action
     under Section 502 of ERISA  following an adverse  determination  in review,
     all written in a manner calculated to be understood by the claimant.

5.   REVIEW  PROCEDURE.  The purpose of the review  procedure  set forth in this
     paragraph and in Paragraph 6 following is to provide a procedure by which a
     claimant  under  the Plan may have a  reasonable  opportunity  to  appeal a
     denial of a claim to an "appropriate  named  fiduciary" for a full and fair
     review.  As used herein,  the term  "appropriate name fiduciary" shall mean
     the  Employer.  To  accomplish  this  purpose,  the  claimant  or his  duly
     authorized representative:

a.   May request a review  upon  written  application  to the  appropriate  name
     fiduciary;

b.   May Review pertinent Plan documents; and

c.   May submit issues and comments in writing.

A claimant (or his duly  authorized  representative)  shall  request a review by
filing a written application for the review with the appropriate named fiduciary
at any time  within  sixty (60) days after  receipt by the  claimant  of written
notice of the denial of his claim.  However,  if the claim for benefits concerns
the payment of  benefits  under the Plan due to a  determination  of Employee as
disabled,  then a  claimant  shall  have  180,  not 60,  days to file a  written
application for review.

6.   DECISION ON REVIEW.  The decision on review of a denied claim shall be made
     in the following manner.

a.   The decision on review  shall be made by the  appropriate  named  fiduciary
     that may, in his or its discretion, hold a hearing on the denied claim. The
     appropriate  named fiduciary shall make his or its decision  promptly which
     shall ordinarily be not later than sixty (60) days after the Plan's receipt
     of the request for review unless  special  circumstances  (such as the need
     for holding a hearing) require an extension of time for processing. In that
     case a decision  shall be rendered as soon as possible,  but not later than
     one  hundred  twenty  (120) days after  receipt of the  request for review.
     However,  if the claim for benefits  concerns the payment of benefits under
     the Plan due to a determination of Employee as disabled, then a decision on
     appeal  shall  be  rendered  within  45,  not 60,  days;  provided  that an
     extension  due  to  special  circumstance  for an  additional  45  days  is
     permitted.   If  an   extension   of  time  is  required   due  to  special
     circumstances,  written  notice of the extension  shall be furnished to the
     claimant  prior to the time the  extension  commences  containing  the same
     information as stated in paragraph 3 of this Schedule "1" with regard to an
     extension of the initial review.

b.   The decision on review  shall be in writing and shall  include (1) specific
     reasons for the decisions,  written in a manner calculated to be understood
     by the claimant,  (2) specific  references to the pertinent Plan provisions
     on which the  decision  is based,  (3) a  statement  that the  claimant  is
     entitled to receive, upon request and free of charge, reasonable access to,
     and copies of, all documents, records and other information relevant to the
     claimant's  claim for benefits;  and (4) a statement of claimant's right to
     bring an action  under  Section  502(a) of ERISA,  all  written in a manner
     calculated to be understood by the claimant..

c.   In the event the decision on review is not furnished to the claimant within
     the time required, the claim shall be deemed denied on review.







<PAGE>

Exhibit No. 21




                         Subsidiaries of the Registrant


                                                        State of Incorporation

       Heartland Express, Inc.              Parent                NV

       A & M Express, Inc.                  Subsidiary            TN

       Heartland Equipment, Inc.            Subsidiary            NE

       Heartland Express, Inc. of Iowa      Subsidiary            IA





















<PAGE>



Exhibit No. 31.1

                                  Certification

I, Russell A. Gerdin, Chairman and Chief Executive Officer of Heartland Express,
Inc., certify that:

     1.   I have reviewed this annual report on Form 10-K of Heartland  Express,
          Inc. (the "registrant");

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this annual report is being prepared;

          b)   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures  and presented in this annual report our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               annual report based on such evaluation; and

          d)   Disclosed  in this annual  report any change in the  registrant's
               internal  control over financial  reporting that occurred  during
               the  registrant's  fourth  fiscal  quarter  that  has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


Date: February 28, 2007
                                                By: /s/ Russell A. Gerdin
                                                     ---------------------
                                                Russell A. Gerdin
                                                Chairman and
                                                Chief Executive Officer
                                               (Principal Executive Officer)




<PAGE>


Exhibit No. 31.2

                                  Certification

I, John P. Cosaert,  Executive Vice  President,  Chief  Financial  Officer,  and
Treasurer of Heartland Express, Inc., certify that:

     1.   I have reviewed this annual report on Form 10-K of Heartland  Express,
          Inc. (the "registrant");

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  and internal
          control  over  financial  reporting  (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) for the registrant and have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this annual report is being prepared;

          b)   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures  and presented in this annual report our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               annual report based on such evaluation; and

          d)   Disclosed  in this annual  report any change in the  registrant's
               internal  control over financial  reporting that occurred  during
               the  registrant's  fourth  fiscal  quarter  that  has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


Date: February 28, 2007

                                               By: /s/ John P. Cosaert
                                                 ---------------------
                                               John P. Cosaert
                                               Executive Vice President-Finance,
                                               Chief Financial Officer and
                                               Treasurer
                                              (Principal Financial Officer)




<PAGE>


Exhibit No. 32


                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                                       AND
                             CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     I, Russell A.  Gerdin,  certify,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that, to my
knowledge,  the Annual Report of Heartland  Express,  Inc., on Form 10-K for the
fiscal year ended  December 31, 2006,  fully complies with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the  information  contained  in such  Annual  Report  on Form  10-K  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Heartland Express, Inc.


Dated: February 28, 2007                        By: /s/ Russell A. Gerdin
                                                  -----------------------
                                                Russell A. Gerdin
                                                Chairman and
                                                Chief Executive Officer

     I, John P. Cosaert, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  that,  to my
knowledge,  the Annual Report of Heartland  Express,  Inc., on Form 10-K for the
fiscal year ended  December 31, 2006,  fully complies with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the  information  contained  in such  Annual  Report  on Form  10-K  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Heartland Express, Inc.


Dated: February 28, 2007                        By:  /s/ John P. Cosaert
                                                    --------------------
                                                John P. Cosaert
                                                Executive Vice President-Finance
                                                and Chief Financial Officer