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, 2001
                                                                  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
        of Incorporation)                                    Identification No.)

       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:  $0.01 Par Value
Common Stock

Indicated  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 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 the registrant's definitive proxy statement
incorporated by reference in Part III of this Form 10-K. [ X ]

The  aggregate  market value of the shares of the  registrant's  $0.01 par value
common stock held by  non-affiliates  of the registrant as of March 14, 2002 was
$661,273,655  (based  upon $22.18 per share being the average of the closing bid
and asked price on that date as reported by NASDAQ).  In making this calculation
the issuer has assumed,  without  admitting for any purpose,  that all executive
officers and directors of the registrant, and no other persons, are affiliates.

The number of shares  outstanding of the Registrant's  common stock as March 14,
2002 was 50,000,000.

DOCUMENTS  INCORPORATED BY REFERENCE:  The information set forth under Part III,
Items 10, 11, 12, and 13 of this Report is  incorporated  by reference  from the
registrant's   definitive  proxy  statement  for  the  2002  annual  meeting  of
stockholders that will be filed no later than April 26, 2002.


                                       1
<PAGE>











                              Cross Reference Index

The following  cross-reference index indicates that document and location of the
information contained herein and incorporated by reference into the Form 10-K.

                                                           Document and Location
                     Part I
Item 1     Business                                           Page 3-5 herein

Item 2     Properties                                         Page 5 herein

Item 3     Legal Proceedings                                  Page 5 herein

Item 4     Submission of Matters to a Vote
           of Securities Holders                              Page 6 herein

                     Part II

Item 5     Market for the Registrant's Common
           Equity and Related Stockholder Matters             Page 6 herein

Item 6     Selected Financial Data                            Page 7 herein

Item 7     Management's Discussion and Analysis of Financial
           Condition and Results of Operations                Page 8-12 herein

Item 7A    Quantitative and Qualitative Disclosures
           about Market Risk                                  Page 12 herein

Item 8     Financial Statements and Supplementary Data        Page 12 and 16-26
                                                               herein

Item 9     Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure             Page 12 herein

                     Part III

Item 10   Directors and Executive Officers of
          the Registrant                                      Pages 3 and 4 of
                                                               Proxy Statement

Item 11   Executive Compensation                              Pages 8-10 of
                                                               Proxy Statement

Item 12   Security Ownership of Certain Beneficial
          Owners and Management                               Page 11 of Proxy
                                                               Statement

Item 13   Certain Relationships and Related Transactions      Page 7 of Proxy
                                                               Statement
                     Part IV

Item 14   Exhibits, Financial Statements and Financial
          Statement Schedule, and Reports on Form 8-K         Pages 13 and 14
                                                               herein


     This report contains  "forward-looking  statements."  These  statements are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from those  anticipated.  See  "Management's  Discussion and
Analysis  of  Financial  Condition  and Results of  Operations-Factors  That May
Affect Future  Results" for additional  information and factors to be considered
concerning forward-looking statements.

                                       2
<PAGE>


                                     PART I
ITEM 1. BUSINESS

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,  with  selected  service to the West.  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 fifteen years from 1986 to 2001, Heartland has
grown to $294.6  million  in  revenue  from  $21.6  million  and net  income has
increased  to $37.7  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.

     In addition to internal growth,  Heartland has completed four  acquisitions
since 1987 with the most recent in July, 1997. These  acquisitions  have enabled
Heartland to solidify its position within existing regions,  expand its customer
base in the East  and  Northeast  United  States,  and to  pursue  new  customer
relationships in new markets.

     Heartland Express,  Inc. is a holding company incorporated in Nevada, which
owns,  directly or  indirectly,  all of the stock of  Heartland  Express Inc. of
Iowa, Heartland Equipment, Inc., and A & M Express, Inc.

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 regional  operations managers are 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
Company's  freight with the  appropriate  capacity within  geographical  service
areas.  They assign orders to drivers based on  well-defined  criteria,  such as
driver  safety and DOT  compliance,  customer  needs and  service  requirements,
equipment  utilization,   driver  time  at  home,  operational  efficiency,  and
equipment maintenance needs.

     Fleet management  employees are charged with the management and development
of their fleets of drivers.  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 (539-mile average length of haul in
2001) permits the Company to use primarily single,  rather than team drivers and
dispatch  most  trailers   directly  from  origin  to  destination   without  an
intermediate equipment change other than for driver scheduling purposes.

     Heartland also operates six specialized  regional  distribution  operations
near  Atlanta,  Georgia;  Carlisle,   Pennsylvania;   Columbus,  Ohio;  Decatur,
Illinois;  Jacksonville,  Florida;  and Kingsport,  Tennessee.  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.  Dispatchers at the regional  locations handle these
operations,  and the Company  uses a  centralized  computer  network and regular
communication to achieve system-wide load coordination.

                                       3
<PAGE>


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

Customers and Marketing

     The Company targets  customers in its operating area that require multiple,
time-sensitive shipments, including those employing "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 to 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  additional  service in the Company's primary traffic lanes will assist
in controlling empty miles and enhancing driver "home time."

     The Company's 25, 10, and 5 largest  customers  accounted for 67%, 49%, and
38% of revenue,  respectively,  in 2001. The Company's primary customers include
retailers and manufacturers.  The distribution of customers is not significantly
different from the previous year. Sears Logistics  Services accounted for 15% of
revenue  in 2001.  No other  customer  accounted  for as much as ten  percent of
revenue.

Drivers, Independent Contractors, and Other Personnel

     Heartland's  workforce is an essential ingredient in achieving its business
objectives.  As of December 31, 2001,  Heartland  employed  1,812  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 taxes. The Company historically has operated a combined fleet of
company and independent contractor tractors. Management believes that a combined
fleet   compliments  the  Company's   recruiting   efforts  and  offers  greater
flexibility in responding to fluctuations in shipper demand.

     Management's strategy for both employee and independent  contractor drivers
is to (1) hire the best; (2) promote  retention  through  financial  incentives,
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  of  all  drivers  by  regularly
scheduling  them to their homes.  All drivers are compensated for empty miles as
well as loaded  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.  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.


                                       4
<PAGE>




Competition

     The  truckload  industry is highly  competitive  and includes  thousands of
carriers,  none of which dominates the market.  The Company  competes  primarily
with other truckload carriers, and to a lesser extent with railroads, intermodal
service,  less-than-truckload  carriers, and private fleets operated by existing
and potential  customers.  Although  intermodal and rail service has improved in
recent  years,  such  service  has not  been a  major  factor  in the  Company's
short-to-medium   haul  traffic  lanes   (539-mile   average  length  of  haul).
Historically,  competition  has  created  downward  pressure  on  the  truckload
industry's  pricing  structure.  Management  believes that  competition  for the
freight  targeted by the Company is based  primarily upon service and efficiency
and to a lesser degree upon freight rates.

Regulation

     The Company is a common and contract motor carrier of general  commodities.
Historically,  the Interstate  Commerce Commission (the "ICC") and various state
agencies regulated motor carriers' operating rights, accounting systems, mergers
and  acquisitions,  periodic  financial  reporting,  and other matters.  In 1995
federal legislation  preempted state regulation of prices,  routes, and services
of motor carriers and eliminated the ICC. Several ICC functions were transferred
to the Department of  Transportation  (the "DOT").  Management  does not believe
that  regulation  by the  DOT or by the  states  in  their  remaining  areas  of
authority will have a material effect on the Company's operations. The Company's
employee and independent contractor drivers also must comply with the safety and
fitness regulations promulgated by the DOT, including those relating to drug and
alcohol testing and hours of service.

     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, governing the management of hazardous wastes,
other discharge of pollutants  into the air and surface and underground  waters,
and the disposal of certain substances.  Management believes that its operations
are in material  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.

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 president and principal stockholder. Company-owned facilities
at this location include 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.  The  Company  also  owns a motel  located  adjacent  to its
corporate offices, which functions as a motel and driver training center.

     The Company owns  regional  facilities in Ft.  Smith,  Arkansas;  O'Fallon,
Missouri;   Atlanta,  Georgia;   Columbus,  Ohio;  Jacksonville,   Florida;  and
Kingsport,   Tennessee.   The  Company  is  leasing   facilities   in  Carlisle,
Pennsylvania; and Decatur, Illinois. A facility in Dubois, Pennsylvania is being
leased to an unrelated third party.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is a party to routine  litigation  incidental  to its business,
primarily  involving  claims for personal injury and property damage incurred in
the  transportation  of freight.  The Company  believes that adverse  results in
these cases,  whether individual or in the aggregate,  would not have a material
effect upon the Company's financial position or results of operations.


                                       5
<PAGE>


     On January 7, 2002, the  Owner-Operator  Independent  Drivers  Association,
Inc. served a lawsuit against the Company in the United State District Court for
the Southern  District of Iowa.  The lawsuit seeks class action status on behalf
of the Company's  owner-operators  since 1996.  Among other things,  the lawsuit
alleges that the Company  failed to  adequately  inform the  owner-operators  of
certain  deductions from their settlement  statements in violation of Department
of  Transportation  regulations  and that the Company's  standard  contract with
owner-operators  violates  those  regulations.  The  lawsuit  seeks  unspecified
damages  and an  injunction  to prevent  owner-operators  from  hauling  for the
Company  until  alleged  contractual  deficiencies  are  corrected.  The Company
intends to defend the lawsuit vigorously.


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

     During the fourth  quarter of 2001, no matters were  submitted to a vote of
securities holders.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                           Price Range of Common Stock

     The Company's  common stock has been traded on the NASDAQ  National  Market
under the symbol HTLD, since November 5, 1986, the date of the Company's initial
public  offering.  The  following  table  sets  forth  for the  calendar  period
indicated the range of high and low price  quotations  for the Company's  common
stock as reported  by NASDAQ from  January 1, 2000 to  December  31,  2001.  The
prices have been  restated to reflect the stock  splits made on May 31, 2001 and
February 19, 2002.


              Period                             High          Low
         Calendar Year 2001
            1st Quarter                        $ 13.95       $ 10.97
            2nd Quarter                          15.09         11.67
            3rd Quarter                          19.31         13.25
            4th Quarter                          19.60         14.04

         Calendar Year 2000
            1st Quarter                        $  8.18       $  6.41
            2nd Quarter                           9.83          7.04
            3rd Quarter                           9.48          7.99
            4th Quarter                          12.56          8.02

     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or commissions, and may not represent actual transactions. As of March
14,  2002 the  Company  had 197  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

     The Company has never declared and paid a cash dividend.  It is the current
intention of the Company's  Board of Directors to retain earnings to finance the
growth of the Company's business.  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.

                                       6
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

     The  selected  consolidated  financial  data  presented  below  reflect the
consolidated  financial position and results of operations of Heartland Express,
Inc., and its subsidiaries. The selected consolidated financial data are derived
from the Company's consolidated  financial statements.  This data 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 elsewhere herein.
<TABLE>
<CAPTION>

                                                           Year Ended December 31,
                                                   (in thousands, except per share data)
                                          2001        2000         1999         1998         1997
<S>                                    <C>         <C>          <C>          <C>          <C>
                                       ---------   ---------    ---------    ---------    ---------
Income Statement Data:
  Operating revenue ................   $ 294,617   $ 274,827    $ 261,004    $ 263,489    $ 262,504
                                       ---------   ---------    ---------    ---------    ---------
Operating expenses:
  Salaries, wages, and benefits ....      87,643      73,847       60,258       51,995       49,535
  Rent and purchased transportation       65,912      75,191       90,337      100,089      101,169
  Operations and maintenance .......      47,903      42,651       30,167       26,072       27,739
  Taxes and licenses ...............       6,189       5,952        5,935        6,150        6,049
  Insurance and claims .............       7,619       6,706        5,742        6,810       10,404
  Communications and utilities .....       2,903       2,952        2,629        2,684        2,681
  Depreciation .....................      17,001      16,285       16,216       18,108       16,752
  Other operating expenses .........       6,814       6,505        5,941        5,872        5,048
  (Gain) loss on disposal of
   fixed assets.....................          14      (1,512)        (928)        (332)         (59)
                                       ---------   ---------    ---------    ---------    ---------
                                         241,998     228,577      216,297      217,448      219,318
                                       ---------   ---------    ---------    ---------    ---------
     Operating income...............      52,619      46,250       44,707       46,041       43,186
  Interest income, net .............       4,435       5,726        5,953        4,896        3,782
                                       ---------   ---------    ---------    ---------    ---------
Income before income taxes .........      57,054      51,976       50,660       50,937       46,968
Income taxes .......................      19,398      17,672       17,536       17,828       16,895
                                       ---------   ---------    ---------    ---------    ---------
Net income .........................   $  37,656   $  34,304    $  33,124    $  33,109    $  30,073
                                       =========   =========    =========    =========    =========
Basic weighted average shares
outstanding ........................      50,000      50,342       57,871       59,133       59,133
                                       =========   =========    =========    =========    =========
Basic earnings per share ...........   $    0.75   $    0.68    $    0.57    $    0.56    $    0.51
                                       =========   =========    =========    =========    =========

Balance sheet data:
Net working capital ................   $ 147,904   $ 118,506    $ 111,675    $ 127,989    $  82,170
Total assets........................     314,238     268,055      246,494      256,828      225,467
Stockholders' equity................     232,789     195,134      174,840      186,848      153,739

</TABLE>


                                       7
<PAGE>





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


Significant Accounting Policies

     In the opinion of management,  the accounting  policies that generally have
the  most  significant  impact  on the  financial  position  or the  results  of
operations include:  revenue  recognition,  claims and insurance  accruals,  and
depreciation  and  capitalization  of assets.  These  accounting  policies,  and
others,  are described in further detail in the Notes to Consolidated  Financial
Statements.

General

     The following table sets forth the percentage relationship of expense items
to operating revenue for the periods indicated.
<TABLE>
<CAPTION>

                                                      Year Ended December 31,
                                                   ----------------------------
                                                     2001       2000       1999
<S>                                                 <C>        <C>        <C>
                                                    ------     ------     ------
Operating revenue ..............................    100.0%     100.0%     100.0%
                                                    ------     ------     ------
Operating expenses:
   Salaries, wages, and benefits ...............     29.7%      26.9%      23.1%
   Rent and purchased transportation ...........     22.4       27.4       34.6
   Operations and maintenance ..................     16.2       15.5       11.6
   Taxes and licenses ..........................      2.1        2.2        2.3
   Insurance and claims ........................      2.6        2.4        2.2
   Communications and utilities ................      1.0        1.1        1.0
   Depreciation ................................      5.8        5.9        6.2
   Other operating expenses ....................      2.3        2.4        2.2
   (Gain) loss on disposal of fixed assets......      0.0       (0.6)      (0.4)
                                                    ------     ------     ------
   Total operating expenses ....................     82.1%      83.2%      82.9%
                                                    ------     ------     ------
      Operating income..........................     17.9%      16.8%      17.1%
Interest income ................................      1.5        2.1        2.3
                                                    ------     ------     ------
   Income before income taxes ..................     19.4%      18.9%      19.4%
Federal and state income taxes .................      6.6        6.4        6.7
                                                    ------     ------     ------
   Net income ..................................     12.8%      12.5%      12.7%
                                                    ======     ======     ======
</TABLE>

Results of Operations

Year Ended December 31, 2001 Compared With Year Ended December 31, 2000

     Operating revenue increased $19.8 million (7.2%), to $294.6 million in 2001
from  $274.8  million in 2000,  as a result of the  Company's  expansion  of the
customer  base as well as increased  volume from existing  customers.  Operating
revenue  for  both  periods  was also  positively  impacted  by fuel  surcharges
assessed to the customer base.

     Salaries,  wages, and benefits  increased $13.8 million  (18.7%),  to $87.6
million  in 2001  from  $73.8  million  in 2000.  As a  percentage  of  revenue,
salaries,  wages,  and  benefits  increased to 29.7% in 2001 from 26.9% in 2000.
These increases are the result of increased  reliance on employee  drivers and a
corresponding decrease in miles driven by independent contractors.  The increase
in employee  driver  miles was  attributable  to internal  growth in the company
tractor fleet.  During 2001,  employee drivers accounted for 68% and independent
contractors  32%  of  the  total  fleet  miles,   compared  with  60%  and  40%,
respectively, in 2000.


                                       8
<PAGE>



     Rent and purchased  transportation decreased $9.3 million (12.3%), to $65.9
million in 2001 from $75.2 million in 2000. As a percentage of revenue, rent and
purchased  transportation  decreased  to 22.4% in 2001 from 27.4% in 2000.  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 surcharge.

     Operations and maintenance  increased $5.2 million (12.3%) to $47.9 million
in 2001 from $42.7 million in 2000. As a percentage of revenue,  operations  and
maintenance  increased  to 16.2% in 2001 from 15.5% in 2000.  This  increase  is
attributable to increased reliance on the Company owned fleet.

     Insurance and claims  increased  $0.9 million  (13.6%),  to $7.6 million in
2001 from $6.7 million in 2000. As a percentage of revenue, insurance and claims
increased to 2.6% in 2001 from 2.4% in 2000.  Insurance and claims  expense will
vary as a  percentage  of  operating  revenue from period to period based on the
frequency  and severity of claims  incurred in a given period as well as changes
in claims development trends.

     Depreciation  increased $0.7 million (4.4%),  to $17.0 million in 2001 from
$16.3  million  in  2000   primarily  due  to  an  increase  in  the  number  of
Company-owned  tractors. As a percentage of revenue,  depreciation  decreased to
5.8% in 2001 from 5.9% in 2000.

     Other operating  expenses increased $0.3 million (4.8%), to $6.8 million in
2001 from $6.5  million in 2000 due to an increase in total  fleet  miles.  As a
percentage of revenue,  other operating  expenses decreased to 2.3% in 2001 from
2.4%  in  2000.  Other  operating  expenses  consists  of  pallet  cost,  driver
recruiting expenses, and administrative costs.

     Primarily  as a result of the  foregoing,  the  Company's  operating  ratio
decreased to 82.1% in 2001 compared with 83.2% in 2000.

     Interest  income  decreased $1.3 million  (22.5%),  to $4.4 million in 2001
from $5.7 million in 2000 due to lower  interest  rates.  The Company had $161.1
million in cash, cash equivalents, and investments at December 31, 2001 compared
with $128.0  million at December 31, 2000.  Interest  income earned is primarily
exempt from federal taxes and therefore earned at a lower pre-tax rate.

     The Company's effective tax rate was 34.0% in 2001 and 34.0% in 2000.

     As a result of the foregoing, net income increased to $37.7 million in 2001
from $34.3  million in 2000.  The net income for the 2000 period was impacted by
the gain from the sale of fixed assets, primarily real estate.

Year Ended December 31, 2000 Compared With Year Ended December 31, 1999

     Operating revenue increased $13.8 million (5.3%), to $274.8 million in 2000
from  $261.0  million in 1999,  as a result of the  Company's  expansion  of the
customer  base as well as increased  volume from existing  customers.  Operating
revenue was also positively impacted by fuel surcharges assessed to the customer
base.

     Salaries,  wages, and benefits  increased $13.5 million  (22.5%),  to $73.8
million  in 2000  from  $60.3  million  in 1999.  As a  percentage  of  revenue,
salaries,  wages,  and  benefits  increased to 26.9% in 2000 from 23.1% in 1999.
These increases are the result of increased  reliance on employee  drivers and a
corresponding decrease in miles driven by independent contractors.  In addition,
the Company has  increased  employee  driver pay four times since  September  1,
1998. The increase in employee driver miles was  attributable to internal growth
in the company tractor fleet.  During 2000,  employee drivers  accounted for 60%
and independent  contractors 40% of the total fleet miles, compared with 51% and
49%, respectively, in 1999.

     Rent and purchased transportation decreased $15.1 million (16.8%), to $75.2
million in 2000 from $90.3 million in 1999. As a percentage of revenue, rent and
purchased  transportation  decreased  to 27.4% in 2000 from 34.6% in 1999.  This
reflected the Company's  decreased  reliance upon  independent  contractors.  In
addition,  an increased industry demand for independent  contractors has negated
the Company's previous competitive advantage.


                                       9
<PAGE>



     Operations  and  maintenance  increased  $12.5  million  (41.4%),  to $42.7
million  in 2000  from  $30.2  million  in 1999.  As a  percentage  of  revenue,
operations and  maintenance  increased to 15.5% in 2000 from 11.6% in 1999. This
increase is attributable to an increase in fuel prices and increased reliance on
the Company owned fleet.

     Taxes and licenses  increased $0.1 million (0.3%),  to $6.0 million in 2000
from $5.9  million in 1999.  As a  percentage  of  revenue,  taxes and  licenses
decreased to 2.2% in 2000 from 2.3% in 1999.

     Insurance and claims  increased  $1.0 million  (16.8%),  to $6.7 million in
2000 from $5.7 million in 1999. As a percentage of revenue, insurance and claims
increased to 2.4% in 2000 from 2.2% in 1999.  Insurance and claims  expense will
vary as a  percentage  of  operating  revenue from period to period based on the
frequency  and severity of claims  incurred in a given period as well as changes
in claims development trends.

     Communications  and  utilities  increased  $0.4  million  (12.3%),  to $3.0
million  in 2000  from  $2.6  million  in  1999.  As a  percentage  of  revenue,
communications and utilities increased to 1.1% in 2000 from 1.0% in 1999.

     Depreciation  increased $0.1 million (0.4%),  to $16.3 million in 2000 from
$16.2  million in 1999. As a percentage  of revenue,  depreciation  decreased to
5.9% in 2000 from 6.2% in 1999.  The decrease  resulted from the increase in the
number of trailers in the Company's fleet becoming fully depreciated.

     Other operating  expenses increased $0.6 million (9.5%), to $6.5 million in
2000 from $5.9 million in 1999.  As a  percentage  of revenue,  other  operating
expenses  increased to 2.4% in 2000 from 2.3% in 1999. Other operating  expenses
consists  of  pallet   cost,   driver   recruiting   expenses,   goodwill,   and
administrative costs.

     Primarily  as a result of the  foregoing,  the  Company's  operating  ratio
increased to 83.2% in 2000 compared with 82.9% in 1999.

     Interest income decreased $0.3 million (3.8%), to $5.7 million in 2000 from
$6.0 million in 1999. The Company had $128.0 million in cash, cash  equivalents,
and  investments  at December 31, 2000 compared with $126.7  million at December
31, 1999.  Interest  income  earned is primarily  exempt from federal  taxes and
therefore earned at a lower pre-tax rate.

     The Company's effective tax rate was 34.0% in 2000 and 34.6% in 1999.

     As a result of the foregoing, net income increased to $34.3 million in 2000
from $33.1 million in 1999.  The net income for both periods was impacted by the
gain from the sale of fixed assets, primarily real estate.

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,  financing
revenue  equipment  through cash flow from operations.  The Company also obtains
tractor capacity by utilizing independent contractors, who provide a tractor and
bear all associated operating and financing expenses.

     Cash and cash equivalents and investments increased to $161.1 million as of
December 31, 2001 from $128.0 million at December 31, 2000. The Company's policy
is to purchase  only high  quality  liquid  investments.  Cash  equivalents  and
investments primarily consist of fixed rate municipal demand bonds and municipal
demand bond funds.

     Net cash provided by operations was $61.2 million in 2001, $49.9 million in
2000,  and $45.6  million in 1999.  The primary  source of funds in 2001 was net
income  of  $37.7   million   increased  by  non-cash   adjustments,   including
depreciation and amortization of $17.8 million.

     Trade  receivables  increased to $25.7 million as of December 31, 2001 from
$24.9 million as of December 31, 2000 primarily due to a 4.6% increase in fourth
quarter operating revenue. Cash paid for income taxes decreased to $14.3 million
in 2001 from  $16.5  million  in 2000.  Lower  income  taxes on a cash basis are
primarily due to increased interest income exempt from federal taxes.


                                       10
<PAGE>



     Insurance  accruals increased to $36.4 million as of December 31, 2001 from
$35.7  million as of December  31, 2000.  The  Company's  insurance  program for
liability,  physical damage and cargo damage involves  self-insurance  retention
for the first $500,000 per claim. The Company's  insurance  program for workers'
compensation involves self-insurance retention for the first $300,000 per claim.
Claims in excess of the risk retention are covered by insurance in amounts which
management  considers  adequate.  The Company  accrues the estimated cost of the
self-insured  portion of the pending claims.  These accruals are estimated based
on management's  evaluation of the nature and severity of individual  claims. If
adjustments to previously  established  accruals are required,  such amounts are
included in operating expenses.

     Net investing  activities  consumed $68.5 million in 2001, $34.1 million in
2000,  and $17.7 million in 1999. The primary use of cash in 2001 other than the
investment  in certain  bonds  mentioned  above,  was $29.1  million for capital
expenditures, including revenue equipment. The Company expects to finance future
growth in its  company-owned  fleet primarily  through cash flow from operations
and cash equivalents currently on hand.

     Net cash used in financing  activities  was none in 2001,  $14.0 million in
2000,  and $45.1  million  in 1999.  The 2000 and 1999  financing  activity  was
comprised  solely of the repurchase of  approximately  4.6 million shares of the
Company's common stock.

     The  Company  has one  customer  who  accounted  for  more  than 10% of the
Company's revenue for the year ended December 31, 2001. As disclosed in footnote
two to the  financial  statements,  historically  a small  number  of  customers
generate a substantial  percentage of revenue.  In 2001,  the Company's  largest
customer generated  approximately 15% of operating revenue.  The loss of a major
customer  could  negatively  impact the Company.  Any  negative  impact would be
mitigated  by two  factors:  (1) the strong  overall  financial  position of the
Company (no long-term debt at December 31, 2001 and $161.1 million in cash, cash
equivalents,  and  investments)  and (2) the  flexibility  inherent  in having a
substantial percentage of fleet miles being generated by independent contractors
who provide their own tractors.

     Based on the Company's strong financial  position (current ratio of 3.4 and
no debt),  management foresees no significant  barriers to obtaining  sufficient
financing, if necessary, to continue with growth plans.

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.

Seasonality

     The nature of the Company's primary traffic (appliances,  automotive parts,
paper  products,  retail  goods,  and  packaged  foodstuffs)  causes  it  to  be
distributed with relative uniformity throughout the year. However, earnings have
historically  been affected  adversely  during the fourth quarter as a result of
reduced  shipments by customers  during the winter holiday season.  In addition,
the Company's operating expenses historically have been higher during the winter
months due to  increased  operating  costs in colder  weather  and  higher  fuel
consumption due to increased engine idling.

Recent Pronouncements

     In the third quarter of 2001,  the  Financial  Accounting  Standards  Board
(FASB) issued SFAS No. 142, Goodwill and Other Intangible  Assets,  that will be
adopted by the  Company on January  1,  2002.  SFAS No. 142  requires  that upon
adoption  and at least  annually,  the Company  assess  goodwill  impairment  by
applying a fair value based test.  With the  adoption of SFAS No. 142,  goodwill
will no longer be subject to amortization  resulting in a decrease in annualized
operating expenses of $778,116. The Company is in the process of determining the
impact of this new  statement  to the net book value for goodwill of $414,597 at
December 31, 2001.


                                       11
<PAGE>


     Also, in the third  quarter,  the FASB issued SFAS No. 143,  Accounting for
Asset Retirement Obligations, and SFAS No. 144, Accounting for the Impairment or
Disposal of  Long-lived  Assets.  SFAS No. 143 requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which it is incurred.  SFAS No. 144 addresses financial accounting and reporting
for impairment or disposal of long-lived assets, superceding FASB Statement 121,
Accounting  for the  Impairment of Long-lived  Assets to be Disposed Of, and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations-Reporting  the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions. SFAS
No. 143 and SFAS No. 144 are effective for the Company as of January 1, 2003 and
2002, respectively.  At present, the Company is currently assessing, but has not
yet  determined,  the complete  impact the adoption of SFAS No. 143 will have on
its financial  position and results of  operations.  The Company does not expect
the  adoption of SFAS No. 144 to have any impact on its  financial  position and
results of operations.

Factors That May Affect Future Results

     A number of factors  over which the  Company  has little or no control  may
affect the Company's future results.  Without limitation,  these factors include
economic  factors such as recessions,  downturns in customers'  business cycles,
surplus inventories,  inflation,  and fuel price increases;  fluctuations in the
resale value of the  Company's  used revenue  equipment;  the  availability  and
compensation of qualified drivers; the identification of acquisition targets and
the ability to negotiate,  finance,  and integrate acquired  companies.  Readers
should  review and consider the various  disclosures  made by the Company in its
press releases, stockholders reports, and public filings, as well as the factors
explained herein.

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company purchases only high quality liquid  investments.  Primarily all
investments as of December 31, 2001 have an original maturity of three months or
less. The Company holds all investments to maturity and therefore, is exposed to
minimal market risk related to its cash equivalents and investments.

     The Company has no debt  outstanding as of December 31, 2001 and therefore,
has no market risk related to debt.

     As  of  December  30,  2001,  the  Company  has  no  derivative   financial
instruments.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's  audited  financial  statements,  including its  consolidated
balance  sheets and  consolidated  statements  of  operations,  cash flows,  and
stockholders' equity, and notes related thereto, are contained at pages 17 to 26
of  this  report.  Selected  quarterly  data  is  contained  at  page  26.  Such
information is incorporated by reference.

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

     None.
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information  respecting  executive  officers,  directors,  and director
nominee,  set  forth  under  the  caption  "Election  of   Directors-Information
Concerning  Executive Officers and Directors" and "Compliance with Section 16(a)
of  the  Securities  Exchange  Act  of  1934"  on  pages  3 and 4 and  10 of the
registrant's   proxy   statement   relating  to  its  2002  Annual   Meeting  of
Stockholders, which will be filed with the Securities and Exchange Commission in
accordance with Rule 14a-6 promulgated under the Securities Exchange Act of 1934
(the "Proxy Statement"), is incorporated by reference. With the exception of the
foregoing  information  and  other  information  specifically   incorporated  by
reference into this Form 10-K report,  the Proxy Statement is not being filed as
a part hereof.

                                       12
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

     The  information  respecting  executive  compensation  set forth  under the
caption  "Executive  Compensation"  on pages 8 and 9 of the Proxy  Statement  is
incorporated  herein  by  reference;  provided,  however,  that  the  "Board  of
Directors'  Report on Executive  Compensation"  is not incorporated by reference
here.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  respecting security ownership of certain beneficial owners
and  management   included  under  the  caption   "Principal   Stockholders  and
Stockholdings  of Management" on page 11 of the Proxy  Statement is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  respecting  certain  relationships  and  transactions  of
management  set forth under the  captions  "Board of  Directors  Interlocks  and
Insider Participation / Certain Transactions and Relationships" on page 7 of the
Proxy Statement is incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS,  FINANCIAL  STATEMENTS AND FINANCIAL STATEMENT SCHEDULE,  AND
         REPORTS ON FORM 8-K

(a) 1.   Financial Statements and Schedules

            The Company's audited  financial  statements are set forth on the
               following pages of this report:
                                                                          Page
Report of Independent Public Accountants ................................  16
Consolidated Balance Sheets .............................................  17
Consolidated Statements of Operations ...................................  18
Consolidated Statements of Stockholders' Equity .........................  19
Consolidated Statements of Cash Flows ...................................  20
Notes to Consolidated Financial Statements .............................. 21-26

(a) 2.   Financial Statement Schedule
                                                                          Page
Valuation and Qualifying Accounts and Reserves ..........................  26

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

(b)      Reports on Form 8-K

         The  Company  filed a report  on Form  8-K on May 10,  2001  reporting
         the five-for-four  stock split effected as a 25% stock dividend paid on
         May 31, 2001 to the stockholders of record of the Company's common
         stock on May 21, 2001.

         The Company filed a report on Form 8-K on September 18, 2001 reporting
         a stock repurchase program.

(c)      Exhibits

Exhibit No.         Document                   Page of 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.


                                       13
<PAGE>



   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 to      Incorporated by reference to the
           Articles of Incorporation        Company's Form 10-QA, for the
                                            quarter ended June 30, 1997, dated
                                            March 26, 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.

   4.3     Certificate of Amendment to      Incorporated by reference to the
           Articles of Incorporation        Company's Form 10-QA, for the
                                            quarter ended June 30, 1997, dated
                                            March 26, 1998.

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




  10.1     Business Property Lease           Incorporated by reference to the
           between Russell A. Gerdin         Company's Form 10-Q for the quarter
           as Lessor and the Company         ended September, 30, 2000.
           as Lessee, regarding the          Commission file no. 0-15087.
           Company's headquarters at
           2777 Heartland Drive,
           Coralville, Iowa 52241

  10.2     Form of Independent Contractor    Incorporated by reference to the
           Operating Agreement between       Company's Form 10-K for the year
           the Company and its independent   ended December 31, 1993. Commission
           contractor providers              of file no. 0-15087.
           tractors

  10.3     Description of Key Management     Incorporated by reference to the
           Deferred Incentive Compensation   Company'sForm 10-K for the year
           Arrangement                       ended December 31, 1993. Commission
                                             file no. 0-15087.

  21       Subsidiaries of the Registrant    Incorporated by reference to the
                                             Company's Form 10-K for the year
                                             ended December 31, 2000. Commission
                                             file no. 0-15087.

  27       Financial Data Schedule           Filed herewith.

ITEM 99. REPORTING REQUIREMENTS FOR ARTHUR ANDERSEN LLP - AUDITED COMPANIES

     Arthur  Andersen,  LLP ("Andersen") has represented to us that the audit of
Heartland  Express,  Inc. for the year ended  December 31, 2001,  was subject to
Andersen's quality control system for the U.S.  accounting and auditing practice
to provide reasonable  assurance that the engagement was conducted in compliance
with  professional  standards  and that  there  was  appropriate  continuity  of
Andersen  personnel  working  on audits  and  availability  of  national  office
consultation. The availability of personnel at foreign affiliates of Andersen is
not relevant to this engagement.


                                       14
<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: March 26, 2002                              By:   /s/ Russell A. Gerdin
                                                         Russell A. Gerdin
                                                     President and Secretary


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, President and Chief
Russell A. Gerdin         Executive Officer (Principal
                          Executive Officer), Secretary          March  26, 2002

/s/ John P. Cosaert       Vice President of Finance
John P. Cosaert           (Principal Financial Officer
                          and Principal Accounting
                          Officer) and Treasurer                 March  26, 2002

/s/ Richard O. Jacobson   Director
Richard O.Jacobson                                               March  26, 2002

/s/ Michael J. Gerdin     Director
Michael J. Gerdin                                                March  26, 2002

/s/ Benjamin J. Allen     Director
Benjamin J. Allen                                                March  26, 2002

/s/ Lawrence D. Crouse    Director
Lawrence D. Crouse                                               March  26, 2002


                                       15
<PAGE>










                              REPORT OF INDEPENDENT
                               PUBLIC ACCOUNTANTS



To the Board of Directors and
Stockholders of Heartland Express, Inc.:


We have  audited  the  accompanying  consolidated  balance  sheets of  Heartland
Express,  Inc. (a Nevada  corporation)  and Subsidiaries as of December 31, 2001
and 2000, and the related consolidated  statements of operations,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 2001.  These  financial  statements  and schedule  referred to below are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the 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, 2001 and 2000,  and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001 in  conformity  with  accounting  principles  generally
accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole.  Schedule II is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  fairly states in all material  respects the financial data required to
be set forth therein in relation to the basic  financial  statements  taken as a
whole.



ARTHUR ANDERSEN LLP


Kansas City, Missouri
January 13, 2002 (except  with respect to the matter  discussed in Note 6, as to
which the date is January 28, 2002)


                                       16
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                             December 31,
                                                     ---------------------------
                  ASSETS                                 2001           2000
                                                     ------------   ------------
<S>                                                  <C>            <C>
CURRENT ASSETS
   Cash and cash equivalents .....................   $120,794,142   $128,027,076
   Investments ...................................     40,281,980           --
   Trade receivables, less allowance:
   $402,812 in both 2001 and 2000 ................     25,700,435     24,954,681
   Prepaid tires and tubes .......................      4,077,276      3,780,644
   Deferred income taxes .........................     17,358,000     16,846,000
   Other current assets ..........................        144,890        328,273
                                                     ------------   ------------
      Total current assets .......................    208,356,723    173,936,674
                                                     ------------   ------------
PROPERTY AND EQUIPMENT
   Land and land improvements ....................      4,402,820      3,237,875
   Buildings .....................................      8,532,621      8,532,621
   Furniture and fixtures ........................      1,300,848      2,604,400
   Shop and service equipment ....................      1,453,755      1,459,862
   Revenue equipment .............................    133,902,094    129,572,317
                                                     ------------   ------------
                                                      149,592,138    145,407,075
   Less accumulated depreciation .................     47,473,283     56,329,103
                                                     ------------   ------------
   Property and equipment, net ...................    102,118,855     89,077,972
                                                     ------------   ------------
OTHER ASSETS .....................................      3,762,832      5,040,358
                                                     ------------   ------------
                                                     $314,238,410   $268,055,004
                                                     ============   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued liabilities ......   $  7,073,957   $  6,712,053
   Compensation and benefits .....................      6,383,984      5,132,589
   Income taxes payable ..........................      6,693,398      4,618,882
   Insurance accruals ............................     36,443,348     35,657,944
   Other accruals ................................      3,858,496      3,308,925
                                                     ------------   ------------
      Total current liabilities ..................     60,453,183     55,430,393
                                                     ------------   ------------

DEFERRED INCOME TAXES ............................     20,996,000     17,491,000
                                                     ------------   ------------
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: 50,000,000 in both 2001 and
   2000 (Note 6) .................................        500,000        253,666
   Additional paid-in capital ....................      6,608,170      6,608,170
   Retained earnings .............................    225,681,057    188,271,775
                                                     ------------   ------------
                                                      232,789,227    195,133,611
                                                     ------------   ------------
                                                     $314,238,410   $268,055,004
                                                     ============   ============


The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       17
<PAGE>





                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                             Years Ended December 31,
                                 ----------------------------------------------
                                      2001            2000             1999
<S>                              <C>             <C>              <C>
                                 -------------   -------------    -------------
Operating revenue .............. $ 294,617,263   $ 274,827,551    $ 261,004,122
                                 -------------   -------------    -------------

Operating expenses:
   Salaries, wages, and benefits    87,643,187      73,846,541       60,258,431
   Rent and purchased
     transportation ............    65,911,825      75,190,893       90,337,083
   Operations and maintenance ..    47,903,499      42,650,757       30,167,446
   Taxes and licenses ..........     6,188,628       5,952,448        5,934,644
   Insurance and claims ........     7,618,919       6,706,247        5,742,167
   Communications and utilities      2,902,496       2,952,394        2,628,494
   Depreciation ................    17,000,927      16,284,550       16,215,587
   Other operating expenses ....     6,814,399       6,505,174        5,941,411
   (Gain) loss on disposal of
     fixed assets ..............        14,442      (1,511,587)        (927,548)
                                 -------------   -------------    -------------
                                   241,998,322     228,577,417      216,297,715
                                 -------------   -------------    -------------

   Operating income ............    52,618,941      46,250,134       44,706,407
Interest income ................     4,434,914       5,725,551        5,952,741
                                 -------------   -------------    -------------
   Income before income taxes ..    57,053,855      51,975,685       50,659,148
Income taxes ...................    19,398,239      17,671,725       17,535,710
                                 -------------   -------------    -------------

   Net income .................. $  37,655,616   $  34,303,960    $  33,123,438
                                 =============   =============    =============

Basic earnings per share ....... $        0.75   $        0.68    $        0.57
                                 =============   =============    =============

Basic weighted average shares
  outstanding ..................    50,000,000      50,341,771       57,871,465
                                 =============   =============    =============

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       18
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                              Capital    Additional
                               Stock,     Paid-In      Retained
                               Common     Capital      Earnings       Total
<S>                          <C>        <C>          <C>          <C>
                             ---------  -----------  ------------ -------------
Balance, December 31, 1998   $ 300,000  $ 6,608,170  $179,939,743  $186,847,913
Repurchase of common stock     (35,397)               (45,096,403)  (45,131,800)
Net income ...............         --           --     33,123,438    33,123,438
                             ---------  -----------  ------------  ------------
Balance, December 31, 1999     264,603    6,608,170   167,966,778   174,839,551
Repurchase of common stock     (10,937)         --    (13,998,963)  (14,009,900)
Net income ...............         --           --     34,303,960    34,303,960
                             ---------  -----------  ------------  ------------
Balance, December 31, 2000     253,666    6,608,170   188,271,775   195,133,611
Stock splits (Note 6) ....     246,334          --       (246,334)          --
Net income ...............         --           --     37,655,616    37,655,616
                             ---------  -----------  ------------  ------------
Balance, December 31, 2001   $ 500,000  $ 6,608,170  $225,681,057  $232,789,227
                             =========  ===========  ============  ============

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       19
<PAGE>




                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                       -----------------------------------------------
                                                            2001             2000             1999
<S>                                                    <C>              <C>              <C>
                                                       -------------    -------------    -------------
OPERATING ACTIVITIES
Net income .........................................   $  37,655,616    $  34,303,960    $  33,123,438
Adjustments to reconcile to net cash provided
   by operating activities:
   Depreciation and amortization ...................      17,779,043       17,217,526       17,312,033
   Deferred income taxes ...........................       2,993,000        1,478,000         (467,000)
   (Gain) loss on disposal of fixed assets .........          14,442       (1,511,587)        (906,600)
   Changes in certain working capital items:
     Trade receivables .............................        (745,754)      (1,475,973)      (2,087,502)
     Prepaids ......................................        (296,632)      (2,125,626)        (851,922)
     Other current assets ..........................         183,383           31,199          (53,330)
     Accounts payable and accrued expenses .........       1,594,686        2,349,670       (1,851,091)
     Accrued income taxes ..........................       2,074,516         (355,459)       1,395,840
                                                       -------------    -------------    -------------
Net cash provided by operating activities ..........      61,252,300       49,911,710       45,613,866
                                                       -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment .......         402,113        2,163,324        1,585,623
Capital additions ..................................     (29,104,777)     (36,335,347)     (18,613,595)
Net maturities (purchases) of municipal bonds ......     (40,281,980)         500,000         (500,000)
Other ..............................................         499,410         (413,767)        (177,632)
                                                       -------------    -------------    -------------
Net cash used in investing activities ..............     (68,485,234)     (34,085,790)     (17,705,604)
                                                       -------------    -------------    -------------
FINANCING ACTIVITIES
Repurchase of common stock .........................            --        (14,009,900)     (45,131,800)
                                                       -------------    -------------    -------------
Net cash used in financing activities ..............            --        (14,009,900)     (45,131,800)
                                                       -------------    -------------    -------------
Net increase (decrease) in cash and cash equivalents      (7,232,934)       1,816,020      (17,223,538)
CASH AND CASH EQUIVALENTS
Beginning of year ..................................     128,027,076      126,211,056      143,434,594
                                                       -------------    -------------    -------------
End of year ........................................   $ 120,794,142    $ 128,027,076    $ 126,211,056
                                                       =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
   Income taxes ....................................   $  14,330,723    $  16,549,184    $  16,606,870
Noncash investing activities:
   Book value of revenue equipment traded ..........   $  11,516,930    $  12,202,753    $   4,868,860

The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       20
<PAGE>





                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1. Nature of Business and 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,  with selected service to the West. The Company operates the business
as one reportable segment.

Significant Accounting Policies:

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  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 original
maturities of three months or less.

Investments:

     Substantially  all investments  represent fixed rate municipal demand bonds
or  municipal  demand  bond  funds with a  maturity  of one year or less.  These
investments  are held to maturity and stated at amortized cost. Due to the short
maturity term of these  investments,  amortized  cost  approximates  fair value.
Investment income received is generally exempt from federal income taxes.

Revenue and Expense Recognition:

     Operating  revenues are recognized on the date the freight is delivered and
expenses are recognized as incurred.

Property and Equipment:

     Property and equipment are stated at cost.  Depreciation is computed by the
straight-line  method for all assets other than tractors,  which are depreciated
by the 125% declining  balance  method.  For revenue  equipment  purchased after
January 1, 2000 the trailers are depreciated with a $6,000 salvage value and the
tractors with a $15,000 salvage value. Previously,  trailers were depreciated to
a salvage  value of up to 30% based  upon when they were put in  service  and we
assumed no salvage value for tractors.


                                       21
<PAGE>







                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


Tires and Tubes:

     The cost of tires  and  tubes on new  revenue  equipment  is  carried  as a
prepayment and amortized over the estimated tire life of two years.  Replacement
tires (including recapped tires) are expensed when purchased.

Goodwill:

     In the third quarter of 2001,  the  Financial  Accounting  Standards  Board
(FASB) issued SFAS No. 142, Goodwill and Other Intangible  Assets,  that will be
adopted by the  Company on January  1,  2002.  SFAS No. 142  requires  that upon
adoption  and at least  annually,  the Company  assess  goodwill  impairment  by
applying a fair value based test.  With the  adoption of SFAS No. 142,  goodwill
will no longer be subject to amortization  resulting in a decrease in annualized
operating expenses of $778,116.

Earnings Per Share:

     Basic  earnings per share is based upon the weighted  average common shares
outstanding  during  each  year.  Diluted  earnings  per share is based upon the
weighted average common and common  equivalent  shares  outstanding  during each
year.  Heartland  Express has no common stock  equivalents;  therefore,  diluted
earnings per share is not applicable.

Note 2.  Concentrations of Credit Risk and Major Customers

     The Company's  major customers  represent the consumer  goods,  appliances,
food products and automotive industries.  Credit is usually granted to customers
on an unsecured basis. The Company's five largest  customers  accounted for 38%,
35%, and 34% of revenues for the years ended December 31, 2001,  2000, and 1999,
respectively.  Operating  revenue from one customer  exceeded 10% of total gross
revenues in 2001,  2000 and 1999.  Annual  revenues for this customer were $45.0
million, $43.0 million, and $37.0 million for the years ended December 31, 2001,
2000, and 1999, respectively.



                                       22
<PAGE>







                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 3.  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:
<TABLE>
<CAPTION>

                                                      2001              2000
<S>                                               <C>              <C>
                                                  ------------     ------------
Deferred income tax liabilities,
  related to property and equipment               $ 20,996,000     $ 17,491,000
                                                  ============     ============
Deferred income tax assets:
   Allowance for doubtful accounts                $    153,000     $    153,000
   Accrued expenses                                  2,262,000        2,219,000
   Insurance accruals                               13,562,000       13,262,000
   Other                                             1,381,000        1,212,000
                                                  ------------     ------------
   Deferred income tax assets                     $ 17,358,000     $ 16,846,000
                                                  ============     ============
</TABLE>

The income tax provision is as follows:
<TABLE>
<CAPTION>

                                     2001              2000             1999
<S>                              <C>              <C>              <C>
                                 ------------     ------------     ------------
Current income taxes:
Federal                          $ 15,357,642     $ 14,846,728     $ 17,008,402
State                               1,047,597        1,346,997          994,308
                                 ------------     ------------     ------------
                                   16,405,239       16,193,725       18,002,710
                                 ------------     ------------     ------------
Deferred income taxes:
Federal                             3,027,000        1,574,000         (448,000)
State                                 (34,000)         (96,000)         (19,000)
                                 ------------     ------------     ------------
                                    2,993,000        1,478,000         (467,000)
                                 ------------     ------------     ------------
Total                            $ 19,398,239     $ 17,671,725     $ 17,535,710
                                 ============     ============     ============

</TABLE>


                                       23
<PAGE>





                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The income tax provision differs from the amount determined by applying the
U.S. federal tax rate as follows:
<TABLE>
<CAPTION>
                                          2001          2000           1999
<S>                                   <C>            <C>            <C>
                                      -----------    -----------    -----------

Federal tax at statutory rate (35%)   $19,968,849    $18,191,490    $17,730,702
State taxes, net of federal benefit       502,000        340,000        607,000
Non-taxable interest income            (1,458,000)    (1,725,000)    (1,750,000)
Other                                     385,390        865,235        948,008
                                      -----------    -----------    -----------
                                      $19,398,239    $17,671,725    $17,535,710
                                      ===========    ===========    ===========
</TABLE>

Note 4.  Related Party Transactions

     The Company  leases two office  buildings  and a storage  building from its
president  under a lease which provides for monthly  rentals of $24,969 plus the
payment of all property taxes, insurance and maintenance.  The lease expires May
31, 2005 and contains a five-year  renewal option. 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:

                            2002          $  299,625
                            2003             299,625
                            2004             299,625
                            2005             124,844
                                         -----------
                                         $ 1,023,719
                                         ===========

     Rent expense paid to the Company's  president totaled $299,625 for the year
ended  December 31, 2001,  $292,281  for the year ended  December 31, 2000,  and
$282,000 for the year ended  December 31, 1999.  The Company also maintains cash
accounts with a bank owned by the Company's president.

Note 5.  Accident and Workers' Compensation Claims

     The Company  acts as a  self-insurer  for  liability up to $500,000 for any
single occurrence involving cargo, personal injury or property damage. Liability
in excess of this amount is assumed by an insurance underwriter.

     The Company acts as a self-insurer for workers'  compensation  liability up
to a maximum liability of $300,000 per claim. Liability in excess of this amount
is assumed  by an  insurance  underwriter.  The State of Iowa has  required  the
Company to  deposit  $700,000  into a trust  fund as part of the  self-insurance
program.  This deposit has been classified  with other  long-term  assets on the
balance sheet. In addition, the Company has provided its insurance carriers with
letters of credit and deposits of approximately  $4.9 million in connection with
its  liability and workers'  compensation  insurance  arrangements.  Deposits of
$765,000 are included in Other Assets on the balance sheet.

     Accident  and  workers'   compensation   accruals   include  the  estimated
settlements,  settlement  expenses and an allowance 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.

     Accrued claims are determined based on management's estimates of the nature
and  severity of the claim.  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.


                                       24
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 6.  Stockholders' Equity

     The Company purchased  6,977,211 shares of its common stock for $45,131,800
on October 26, 1999 and 2,155,735  shares of its common stock for $14,009,900 on
February 28, 2000. The shares have been reported as retired in the  accompanying
financial statements.

     On May 10, 2001 the Company's  Board of Directors  approved a five-for-four
split of the Company's common stock effected in the form of a 25% stock dividend
for  stockholders  of record as of May 21,  2001.  A total of  6,341,549  common
shares were issued in this transaction.  On January 28, 2002 the Company's Board
of Directors  approved a two and seven  tenths-for-one and seven tenths split of
the Company's  common stock  effected in the form of a 57.7% stock  dividend for
stockholders  of record as of February  8, 2002.  A total of  18,291,869  common
shares were issued in this  transaction.  The effect of the stock dividends have
been  recognized  retroactively  in the  shareholders'  equity  accounts  on the
balance  sheet as of December 31,  2001,  and in all share and per share data in
the  accompanying   consolidated   financial  statements,   Notes  to  Financial
Statements and supplemental data.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to  repurchase  shares of the  Company's  common stock with an aggregate
purchase  price of $5 million.  No shares were  purchased  during 2001,  and the
authorization to repurchase remains open at December 31, 2001.

Note 7.  Profit Sharing Plan and Retirement Plan

     The Company has a retirement  savings plan for  substantially all employees
who have completed one year of service.  Employees may make 401(k) contributions
subject to Internal Revenue Code limitations. The Company may make discretionary
profit  sharing  and  matching  contributions.   Company  contributions  totaled
$497,000,  $255,000,  and $501,000, for the years ended December 31, 2001, 2000,
and 1999, respectively.



                                       25
<PAGE>




                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8.  Commitments and Contingencies

     On January 7, 2002, the Owner-Operators  Independent  Drivers  Association,
Inc.  served a lawsuit  against the Company in the United States  District Court
for the Southern  District of Iowa. The lawsuit  alleges that the Company failed
to  adequately  inform  the  owner-operators  of certain  deductions  from their
settlement  statements in violation of Department of Transportation  regulations
and that the Company's  standard  contract with  owner-operators  violates those
regulations.  The lawsuit seeks unspecified damages and an injunction to prevent
owner-operators   from  hauling  for  the  Company  until  alleged   contractual
deficiencies   are  corrected.   The  Company  intends  to  defend  the  lawsuit
vigorously.  In  addition,  various  claims and legal  actions,  from the normal
course of business,  are pending against the Company.  In management's  opinion,
the  resolution  of these  matters  will not  materially  impact  the  Company's
financial condition or results of operations.


Note 9.  Quarterly Financial Information (Unaudited)
<TABLE>
<CAPTION>
                                     First      Second       Third      Fourth
<S>                                <C>         <C>         <C>         <C>
                                   ---------------------------------------------
                                       (In Thousands, Except Per Share Data)
Year ended December 31, 2001
   Operating revenue               $ 71,923    $ 75,251    $ 73,918    $ 73,525
   Operating income                  12,160      13,456      12,939      14,064
   Income before income taxes        13,529      14,634      13,962      14,929
   Net income                         8,929       9,658       9,215       9,853
   Basic earnings per share            0.18        0.19        0.18        0.20

Year ended December 31, 2000
   Operating revenue               $ 67,190    $ 69,262    $ 68,107    $ 70,269
   Operating income                  12,529      12,121      11,119      10,481
   Income before income taxes        13,852      13,450      12,712      11,962
   Net income                         9,142       8,877       8,390       7,895
   Basic earnings per share            0.18        0.18        0.17        0.16
</TABLE>

           SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<TABLE>
<CAPTION>

          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:
<S>                              <C>         <C>         <C>        <C>         <C>
Year ended December 31, 2001     $402,812    $178,457    $  -       $178,457    $402,812
Year ended December 31, 2000      402,812     251,555       -        251,555     402,812
Year ended December 31, 1999      402,812       4,147       -          4,147     402,812
</TABLE>

                                       26
<PAGE>