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, 2008
                                       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 of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

901 North Kansas Avenue, North Liberty, Iowa                    52317
  (Address of Principal Executive Offices)                    (Zip Code)

Registrant's telephone number, including area code: 319-626-3600

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 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 large  accelerated  filer, an
accelerated  filer, or a non-accelerated  filer. (See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act).  Large
accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]

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, 2008 was $832.9 million. As of February 20, 2009 there
were  92,411,781  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 7, 2009 are incorporated by reference in Part III of this report.


<PAGE>


                                TABLE OF CONTENTS



                                                                      Page
                         Part I
Item 1.  Business                                                       1

Item 1A. Risk Factors                                                   6

Item 1B. Unresolved Staff Comments                                      11

Item 2.  Properties                                                     11

Item 3.  Legal Proceedings                                              12

Item 4.  Submission of Matters to a Vote of Security Holders            12

                         Part II

Item 5.  Market for the Registrant's Common Equity,
         Related Stockholder Matters, and Issuer
         Purchases of Equity Securities                                 12

Item 6.  Selected Financial Data                                        15

Item 7.  Management's  Discussion and Analysis of
         Financial Condition and Results of Operations                  16

Item 7A. Quantitative and Qualitative Disclosures about Market Risk     26

Item 8.  Financial Statements and Supplementary Data                    27

Item 9.  Changes  in  and  Disagreements  with
         Accountants on Accounting and Financial Disclosure             27

Item 9A. Controls and Procedures                                        28

Item 9B. Other Information                                              30

                         Part III

Item 10. Directors, Executive Officers, and Corporate Governance        30

Item 11. Executive Compensation                                         30

Item 12. Security  Ownership of Certain  Beneficial
         Owners and  Management and Related
         Stockholder Matters                                            30

Item 13. Certain   Relationships   and  Related
         Transactions, and Director Independence                        30

Item 14. Principal Accounting Fees and Services                         30

                         Part IV

Item 15. Exhibits, Financial Statement Schedule                         31

         Signatures                                                     33



<PAGE>




                           FORWARD LOOKING STATEMENTS

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,  and such  statements are subject to the safe harbor created by such
sections.  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.

All such  forward-looking  statements  speak only as of the date of this  Annual
Report.  You are cautioned not to place undue  reliance on such  forward-looking
statements.  The Company  expressly  disclaims any  obligation or undertaking to
release  publicly  any updates or revisions  to any  forward-looking  statements
contained herein to reflect any change in the Company's expectations with regard
thereto or any change in the events,  conditions,  or circumstances on which any
such statement is based.

                                     PART I
ITEM 1. BUSINESS

General

Heartland Express, Inc. ("Heartland" or the "Company") is a short-to-medium haul
truckload  carrier  with  corporate  headquarters  in  North  Liberty,  Iowa and
operating  regional  terminal  locations  in nine  states  outside of Iowa.  The
Company  provides  regional dry van  truckload  services  from its nine regional
operating  centers  plus its  corporate  headquarters.  The  Company  transports
freight for major  shippers and  generally  earns revenue based on the number of
miles per load  delivered.  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 and  complemented  this  expansion  into the Western United
States with the purchase of a terminal  location  near Dallas,  Texas during the
third quarter of 2008.  The keys to  maintaining a high level of service are the
availability  of  late-model  equipment  and  experienced  drivers.   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-two years from 1986 to 2008,  Heartland has grown
to $625.6  million in revenue from $21.6 million and net income has increased to
$70.0 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  and  profits  for the past three  years can be found in our
"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.  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 Express Services,
Inc., Heartland Express Maintenance Services,  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


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<PAGE>

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,  on-time service, equipment utilization,  driver
time at home, operational efficiency, and equipment maintenance needs.

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 (514 miles  average  length of haul in
2008) 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 operates nine specialized regional distribution operations in Atlanta,
Georgia;   Carlisle,   Pennsylvania;    Chester,   Virginia;   Columbus,   Ohio;
Jacksonville, Florida; Kingsport, Tennessee; Olive Branch, Mississippi; Phoenix,
Arizona and Seagoville, Texas (opened in January 2009) in addition to operations
at our  corporate  headquarters.  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.  Management
believes  Heartland's  reputation for quality service,  reliable equipment,  and
equipment  availability makes it a core carrier for many of its customers.  As a
testament  to the  Company's  premium  service,  the Company  received  nineteen
customer  service  awards in addition to receiving the dry van Quest for Quality
award from Logistics Management during 2008.

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 70%, 51%, and 36% of
gross revenue,  respectively,  in 2008. 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  approximately 12%
of revenue in 2008.  No other  customer  accounted for as much as ten percent of
revenue.  One  customer  accounted  for 13% of  revenue  in 2007  with no  other
customers accounting 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.

                                       2
<PAGE>

Drivers, Independent Contractors, and Other Employees

Heartland  relies on its workforce in achieving its business  objectives.  As of
December 31, 2008, Heartland employed 3,279 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.  For the year ended  December  31, 2008 owner
operators accounted for approximately 4% of the Company's total miles.

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 the
second half of 2008,  the Company  began a partial  tractor  fleet  upgrade with
trucks manufactured by Navistar  International  Corporation.  As of December 31,
2008, the Company was approximately 36% complete with this upgrade campaign. The
Company currently expects to complete this campaign during the fourth quarter of
2009. Also during 2008 the Company acquired 400 new Wabash National  Corporation
trailers.  At December  31,  2008,  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
operates the majority of 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 requirements
have been/will be implemented  in multiple  phases  starting in 2002 and require
progressively more restrictive emission  requirements through 2010. Beginning in
January 2007, all newly manufactured truck engines must comply with a new set of
more restrictive engine emission requirements.  Compliance with the new emission
standards  have resulted in a significant  increase in the cost of new tractors,
lower fuel efficiency,  and higher  maintenance  costs.  Prior to the new engine
emission  requirements  that  became  effective  January  1, 2007,  the  Company
completed a fleet upgrade of tractors with pre-January 2007 engine requirements.
The Company did not purchase a  significant  amount of tractors  during 2007 and
during 2008 has begun a fleet  upgrade as  discussed  above.  As of December 31,
2007,  100% of the  Company's  tractor fleet were models with  pre-January  2007
engine  requirements  and as of  December  31,  2008,  approximately  19% of the
Company's  tractor fleet are tractors  containing  engines meeting  post-January
2007 requirements.  The Company has experienced an approximately 17% increase in
the price of  post-January  2007 engine  tractors  compared to pre-January  2007
engine tractors. Beginning in 2010 a new set of more restrictive engine emission
requirements  will become  effective.  The  inability  to recover  tractor  cost
increases, as a result of new engine emission requirements,  with rate increases
or cost  reduction  efforts  could  adversely  affect the  Company's  results of
operations.

                                       3
<PAGE>

Fuel

The  Company  purchases  over-the-road  fuel  through  a network  of fuel  stops
throughout  the  United  States  at  which  the  Company  has  negotiated  price
discounts.  In addition,  bulk fuel sites are maintained at twelve Company owned
locations  which  includes the nine regional  operating  centers,  the Company's
corporate  headquarters,  plus two service  terminal  locations in order to take
advantage of volume pricing. Both above ground 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.  For the years ended
December 31, 2008, 2007, and 2006, fuel expense,  net of fuel surcharge revenue,
was $79.4 million,  $81.9 million,  and $69.5 million or 19.7%, 20.5% and 18.7%,
respectively,  of the Company's total operating expenses, net of fuel surcharge.
During periods of rapidly rising fuel prices,  fuel surcharge  agreements do not
cover 100% of the Company's  fuel expense.  During 2008 fuel prices rose rapidly
during the first half of the year and  declined  rapidly over the second half of
the year  negating the volatile  fluctuation  in fuel prices during the year. At
the peak of the fuel prices in July 2008,  fuel expense,  net of fuel  surcharge
revenue, was approximately 23% of the Company's total operating expenses, net of
fuel  surcharge.  Fuel  consumed  by empty and  out-of-route  miles and by truck
engine idling time is not  recoverable  and therefore any increases or decreases
in fuel  prices  related to empty and  out-of-route  miles and idling  time will
directly impact the Company's operating results.

Subsequent  to December  31, 2008 the Company has  contracted  with an unrelated
third  party to hedge  forecasted  future cash flows  related to fuel  purchases
associated with fuel consumption not covered by fuel surcharge  agreements.  The
hedged  forecasted  future cash flows was transacted  through the use of certain
swap  investments.  The Company has  implemented  the provisions of Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities",  ("SFAS 133"),  and has designated such hedges as cash
flow hedges. Under the guidance of SFAS 133, the Company will record an asset or
liability for the fair value of the hedging  instrument  each  reporting  period
with the change in the effective  portion of the hedging  instrument (as defined
by SFAS 133) included in other  comprehensive  income (loss) and any ineffective
portion of the hedging  instrument  (as defined by SFAS 133)  recognized  in the
statement of income as a component  of fuel  expense.  The hedging  strategy was
implemented  mainly to reduce  the  Company's  exposure  to  significant  upward
movements  in  diesel  fuel  prices  related  to  fuel  consumed  by  empty  and
out-of-route  miles  and  truck  engine  idling  time  which  is  not  currently
recoverable through fuel surcharge agreements.

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.  As the general economic  conditions and credit market  conditions
deteriorated throughout 2008, the industry became extremely competitive based on
freight rates mainly due to excess capacity compared to current freight volumes.
We do not expect  freight  volumes to  improve  in the near  term.  The  Company
believes it 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.

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.

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<PAGE>

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 covered through  insurance  policies.
The  Company  retains 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.  All  liabilities  in excess of $1.0  million  are  covered  through
insurance policies.  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 DOT,  through the Federal Motor  Carrier  Safety  Administration  ("FMCSA"),
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 "2005 Rules").  In July 2007, a federal
appeals court vacated  portions of the 2005 Rules.  Two of the key portions that
were vacated include the expansion of the driving day from 10 hours to 11 hours,
and the "34-hour restart," which allowed drivers to restart  calculations of the
weekly  on-duty time limits after the driver had at least 34  consecutive  hours
off duty. The court  indicated  that, in addition to other  reasons,  it vacated
these two portions of the 2005 Rules  because  FMCSA failed to provide  adequate
data  supporting  its  decision to increase  the driving day and provide for the
34-hour restart.  In November 2008,  following the submission of additional data
by FMCSA and a series of appeals and related court rulings,  FMCSA published its
final  rule,  which  retains the 11 hour  driving  day and the 34-hour  restart.
However, advocacy groups may continue to challenge the final rule. We are unable
to predict  how a court may rule on such  challenges  and to what extent the new
presidential  administration  may become  involved in this issue.  On the whole,
however,  we  believe a court's  decision  to strike  down the final  rule would
decrease productivity and cause some loss of efficiency, as drivers and shippers
may  need to be  retrained,  computer  programming  may  require  modifications,
additional drivers may need to be employed or engaged,  additional equipment may
need to be acquired, and some shipping lanes may need to be reconfigured. We are
also unable to predict the effect of any new rules that might be proposed if the
final rule is stricken by a court,  but any such proposed  rules could  increase
costs in our industry or decrease productivity.

During 2008, the DOT issued a rule that now includes  tractor  onboard  position
history  as  part of  supporting  documentation  in DOT  audits  and  inquiries.
Further,  the new rule  requires  the Company to maintain  six months of tractor
onboard  position  history.  The Company may also become  subject to new or more
restrictive   regulations  relating  to  matters  such  as  fuel  emissions  and
ergonomics.  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.  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


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any material  filed by the Company  with the SEC at the SEC's  Public  Reference
Room at 100 F Street NE, 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  discussion  of  risk  factors  contains
forward-looking statements as discussed in Item 1 above.

Our  business  is subject to general  economic  and  business  factors  that are
largely out of our control,  any of which could have a materially adverse effect
on our operating results.

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  subject  to  factors  within  the  capital  markets  that may affect our
short-term  liquidity.  All of our long-term investments as of December 31, 2008
were in tax free; auction rate student loan educational bonds backed by the U.S.
government.  The  investments  typically have an interest reset  provision of 35
days with  contractual  maturities  that range from 5 to 38 years as of December
31,  2008.  At the  reset  date we  historically  had  the  option  to roll  the
investments  and reset the interest rate or sell the  investments in an auction.
We historically  received the par value of the investment plus accrued  interest
on reset date if the  underlying  investment  was sold.  Primarily all long term
investments  held by us (96.1% of par value)  have AAA (or  equivalent)  ratings
from recognized  rating  agencies.  We only hold senior  positions of underlying
securities.  We have not  invested in asset  backed  securities  and do not have
direct  securitized  sub-prime  mortgage loans exposure or loans to, commitments
in, or  investments  in sub-prime  lenders.  When we elect to  participate in an
auction and therefore  sell  investments,  there is no guarantee  that a willing
buyer  will  purchase  the  security  resulting  in us  receiving  cash upon the
election to sell. During the quarter ended March 31, 2008 we began  experiencing
failures in the auction  process of auction  rate  securities  that we held,  as
further  described  below in the risk  factor  "If the  estimated  fair value of
auction  rate  securities  continue  to remain  below  cost or if the fair value
decreases  significantly  from the  current  fair  value,  we may be required to
record an impairment of these investments,  through a charge in the consolidated
statement  of  income,  which  could  have a  materially  adverse  effect on our
earnings."

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, fuel prices,
taxes,  tolls,  license and registration fees,  insurance costs, cost of revenue
equipment,  and  healthcare  for our  employees.  We could also be  affected  by
strikes or other work  stoppages at customer,  port,  border,  or other shipping
locations as well as declines in the resale value of used equipment.

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.

                                       6
<PAGE>

Our growth may not continue at historical 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.

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

We are  subject  to risk with  respect to prices  for new  tractors.  Prices may
increase,  for among other reasons, due to government  regulations applicable to
newly  manufactured  tractors and diesel engines and due to commodity prices and
pricing power among equipment  manufacturers.  More restrictive  EPA,  emissions
standards  that began in 2002 with  additional new  requirements  implemented in
2007 have  required  vendors to introduce new engines.  Additional  EPA mandated
emission standards will become effective for newly manufactured trucks beginning
in January  2010.  Our business  could be harmed if we are unable to continue to
obtain an adequate supply of new tractors and trailers. As of December 31, 2008,
approximately  19% of our tractor  fleet was  comprised of tractors with engines
that met the EPA-mandated  clean air standards that became effective  January 1,
2007.   Tractors  that  meet  the  2007   standards  are  more   expensive  than
non-compliant  tractors,  and we  expect  that  the 2010  tractors  will be more
expensive than non-compliant tractors. Accordingly, we expect to continue to pay
increased prices for tractor equipment as we continue to increase the percentage
of our fleet that meets the 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 partially  offset the cost of new revenue  equipment.
When the supply of used  revenue  equipment  exceeds the demand for used revenue
equipment  as it did during  2008,  the  general  market  value of used  revenue
equipment decreases.  Should this current condition continue,  it 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.

We have trade-in and/or repurchase commitments that specify, among other things,
what our primary  equipment  vendors will pay us for  disposal of a  substantial
portion of our revenue  equipment.  The prices we expect to receive  under these
arrangements  may be higher than the prices we would receive in the open market.
We may  suffer a  financial  loss upon  disposition  of our  equipment  if these
vendors  refuse or are unable to meet their  financial  obligations  under these
agreements,  if we fail to enter into  definitive  agreements  that  reflect the
terms we expect, if we fail to enter into similar arrangements in the future, or
if we do not purchase the required number of replacement units from the vendors.

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,  weather
related,  and market factors that are generally  outside our control and each of
which 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,
and  recently,  in an attempt to further  manage our exposure to changes in fuel
prices,  we began using derivative  instruments  designated as cash flow hedges.
Fuel surcharges that can be collected do not always fully offset the increase in
the cost of  diesel  fuel  and  there  is no  assurance  that we will be able to
execute  successful hedges in the future. To the extent we are not successful in
the  negotiations  for fuel surcharges and hedging  arrangements  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


                                       7
<PAGE>

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,  may increase even more when the overall
demand for freight  services  increases with a reversal of the current  economic
trends and conditions.  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,   or  be  required  to  further  adjust  our  driver
compensation package, which would lower our profitability. We have increased our
driver  compensation on several  occasions in recent years.  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 changes in regulations could have
a materially adverse effect on our business.

Our  operations  are  regulated  and  licensed by various  government  agencies,
including  the DOT.  The DOT,  through  the FMCSA,  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 "2005 Rules"). In July, 2007, a federal appeals court vacated portions
of the 2005  Rules.  Two of the key  portions  that  were  vacated  include  the
expansion  of the  driving  day  from 10  hours to 11  hours,  and the  "34-hour
restart,"  which allows  drivers to restart  calculations  of the weekly on-duty
time limits  after the driver has at least 34  consecutive  hours off duty.  The
court  indicated  that,  in  addition  to other  reasons,  it vacated  these two
portions  of the 2005  Rules  because  FMCSA  failed to  provide  adequate  data
supporting  its decision to increase the driving day and provide for the 34-hour
restart. In November 2008,  following the submission of additional data by FMCSA
and a series of appeals and related  court  rulings,  FMCSA  published its final
rule,  which retains the 11 hour driving day and the 34-hour  restart.  However,
advocacy  groups may  continue to  challenge  the final  rule.  We are unable to
predict  how a court  may rule on such  challenges  and to what  extent  the new
presidential  administration  may become  involved in this issue.  On the whole,
however,  we  believe a court's  decision  to strike  down the final  rule would
decrease productivity and cause some loss of efficiency, as drivers and shippers
may  need to be  retrained,  computer  programming  may  require  modifications,
additional drivers may need to be employed or engaged,  additional equipment may
need to be acquired, and some shipping lanes may need to be reconfigured. We are
also unable to predict the effect of any new rules that might be proposed if the
final rule is stricken by a court,  but any such proposed  rules could  increase
costs in our industry or decrease productivity.

The FMCSA has  proposed  a rule that may  require  companies  with a history  of
serious  hours-of-service  violations to install  electronic  on-board recorders
(EOBR) in all of their commercial  vehicles.  This  installation  would be for a
minimum of two years. On January 30, 2008, we completed a full FMCSA  compliance
review which found no evidence of any serious violations thereby maintaining its
Satisfactory Safety Rating. During 2008, the DOT issued a rule that now includes
tractor  onboard  position  history as part of supporting  documentation  in DOT
audits and inquiries. Further, the new rule requires that we maintain six months
of tractor  onboard  position  history.  The FMCSA is currently  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 effects,  if any,  such
proposed rules may have on us.

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.

In general,  the increasing burden of regulation raises our costs and lowers our
efficiency.  Our company  drivers and independent  contractors  also must comply
with the safety and fitness  regulations of the DOT, 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, 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.

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


                                       8
<PAGE>

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 became  effective in
January 2007 which are discussed  above under "Risk Factors - Increased  prices,
reduced productivity,  and restricted  availability of new revenue equipment may
adversely  affect our earnings and cash flows."  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
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.  We
have 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.


                                       9
<PAGE>

For the year ended  December 31, 2008,  our top 25 customers,  based on revenue,
accounted for approximately 70% of our gross revenue. This was not significantly
different  than the previous year. 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.

If the estimated fair value of auction rate securities  continue to remain below
cost or if the fair value decreases  significantly  from the current fair value,
we may be  required  to record an  impairment  of these  investments,  through a
charge in the  consolidated  statement of income,  which could have a materially
adverse effect on our earnings.

As of December 31, 2008, all of our auction rate securities were associated with
unsuccessful  auctions.  Upon an unsuccessful  auction, the interest rate of the
underlying  investment is reset to a default  interest rate.  Until a subsequent
auction is successful  or the  underlying  security is called by the issuer,  we
will be unable to sell these securities. Based on the unsuccessful auctions that
began  during  February  2008  and  continued  through  December  31,  2008,  we
reclassified  these  investments  to  long-term  investments.  In  addition,  we
recorded an  adjustment  to fair value to reflect the lack of liquidity in these
securities  through an adjustment  to other  comprehensive  loss.  Since auction
failures began and continuing through December 31, 2008, there were no instances
of  delinquencies  or  non-payment  of  applicable  interest  from the  issuers.
Financial  institutions  which we originally bought auction rate securities from
and whom current  auction rate  securities are held with, are parties to various
settlement  agreements  with  certain  regulatory  authorities.  The  settlement
agreements provide, among other things, that the financial institutions must use
their best efforts to provide  liquidity  solutions for auction rate  securities
including facilitating issuer redemptions,  restructurings, and other reasonable
means.  We  have no  assurance,  however,  that  we  will be able to sell  these
investments and cannot predict  whether future  auctions  related to our auction
rate securities will be successful. Should we have liquidity requirements before
these financial  institutions  provide liquidity to auction rate securities,  we
may be required to discount these  securities in order to liquidate them.  Based
on our current financial  position,  we do not believe that we will have to sell
these securities at a discount,  however, if our financial condition changes and
we were able to sell them at a  discount,  it could  have a  materially  adverse
effect on our financial results.

Under current U.S. generally accepted accounting principles ("GAAP") for valuing
investments,  we must value  assets and  liabilities  at the price that would be
received  to sell  an  asset  or paid to  transfer  a  liability  in an  orderly
transaction  between market  participants at the measurement date. The estimated
fair value of the underlying  investments as of December 31, 2008 declined below
amortized  cost of the  investments,  as a result  of  liquidity  issues  in the
auction rate markets. As a result of the fair value measurements,  we recognized
an unrealized loss and reduction to investments, of $8.6 million during the year
ended December 31, 2008. We have  evaluated the  unrealized  losses to determine
whether this decline is other than  temporary.  We have concluded the decline in
fair value to be temporary and as such have recorded the reduction in investment
value as a reduction to stockholders  equity.  We have the intent and ability to
hold these  investments  until recovery and they continue to maintain an average
rating of AAA from nationally  recognized  rating agencies,  therefore there was
not any other than temporary  impairment recorded in the consolidated  statement
of income on these investments  during the year ended December 31, 2008. We will
monitor these  investments  and ongoing  market  conditions in future periods to
assess impairments considered to be other than temporary.  Should estimated fair
value  continue to remain  below cost or the fair value  decrease  significantly
from current  fair value,  we may be required to record an  impairment  of these
investments,  through a charge in the  consolidated  statement  of income.  Such
impairment could have a materially adverse effect on our financial 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


                                       10
<PAGE>

for anticipated losses and related expenses. We periodically evaluate and adjust
our claims  reserves to reflect trends in our own experience as well as industry
trends.  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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

         None.

ITEM 2. PROPERTIES

Heartland's  headquarters are located in North Liberty, Iowa which is located on
Interstate 380 near the  intersection of Interstates 380 and 80. This represents
a centralized location along the Cedar Rapids/Iowa City business corridor.

The following  table  provides  information  regarding the Company's  facilities
and/or offices:

-------------------------- -------- -------- -------- ---------------
   Company Location         Office    Shop     Fuel   Owned or Leased
-------------------------- -------- -------- -------- ---------------
North Liberty, Iowa (1)      Yes      Yes      Yes         Owned
-------------------------- -------- -------- -------- ---------------
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 (2)         Yes      Yes      Yes         Owned
-------------------------- -------- -------- -------- ---------------
Seagoville, Texas (3)        Yes      Yes      Yes         Owned
-------------------------- -------- -------- -------- ---------------


(1)  The Company moved into its new corporate  headquarters in July 2007.  Prior
     to July 2007 the Company  headquarters  was located in Iowa City,  Iowa and
     was located on property that the Company both owned and leased.

(2)  The Company leased a facility in Phoenix, Arizona for a portion of 2007. 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 and was completed in the second quarter of 2007.  Construction  was
     financed  by cash flows from  operations.  The  leased  facilities  did not
     include fuel facilities.

(3)  The Company  acquired  this terminal  location in August 2008.  The Company
     completed  property  renovations  late in the  fourth  quarter  of 2008 and
     terminal operations began January 5, 2009.

                                       11
<PAGE>

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,  cargo, 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 2008,  no  matters  were  submitted  to a vote of
security holders.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS, AND
     ISSUER 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, 2007 to December 31, 2008.

                                                       Dividends Declared
          Period                   High         Low     per Common Share
     Calendar Year 2008
        1st Quarter              $ 16.48      $ 12.98        $.020
        2nd Quarter                16.40        13.80         .020
        3rd Quarter                20.00        14.18         .020
        4th Quarter                16.52        12.25         .020

     Calendar Year 2007
        1st Quarter              $ 17.81      $ 15.14        $.020
        2nd Quarter                18.92        15.36         2.02
        3rd Quarter                17.46        14.11         .020
        4th Quarter                15.80        12.98         .020


On February 20, 2009,  the last  reported  sale price of our common stock on the
NASDAQ Global Select Market was $13.03 per share.

The prices reported  reflect  inter-dealer  quotations  without retail mark-ups,
markdowns or  commissions,  and may not  represent  actual  transactions.  As of
February  20,  2009,  the Company had 186  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 of record
are held 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 twenty-two consecutive quarters. During 2008, the Company
declared quarterly dividends as detailed below.


                                       12
<PAGE>


<TABLE>
<CAPTION>
                                              2008 Period
                     1st Quarter      2nd Quarter        3rd Quarter          4th Quarter
<S>                 <C>               <C>             <C>                   <C>
Announcement date   March 11, 2008    June 9, 2008    September 8, 2008     December 2, 2008
Record date         March 20, 2008    June 20, 2008   September 19, 2008    December 12, 2008
Payment date        April 2, 2008     July 2, 2008    October 2, 2008       December 23, 2008
Payment amount
(per common share)       $0.02           $0.02            $0.02                 $0.02
Payment amount total
for all shares       $1.9 million     $1.9 million      $1.9 million           $1.9 million
</TABLE>

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 15.4
million shares,  adjusted for stock splits,  of Heartland  Express,  Inc. common
stock in open market or  negotiated  transactions  using  available  cash,  cash
equivalents, and investments. During the years ended December 31, 2008 and 2007,
approximately 2.7 million and 1.3 million shares were repurchased, respectively,
in the open  market and  pursuant to the  above-referenced  plan and a quarterly
trade plan under Rule 10b5-1, for $36.4 million and $19.4 million, respectively,
at an  approximate  weighted  average  price of $13.36  and  $14.86  per  share,
respectively, 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 $36.4
million and $19.4 million  during the years ended December 31, 2008 and 2007 was
charged to retained  earnings.  The authorization to repurchase  remains open at
December  31,  2008  and  has  no  expiration  date  but  may  be  suspended  or
discontinued at any time without prior notice.  Approximately 9.6 million shares
remain  authorized  for  repurchase  under the Board of  Director's  approval at
December 31, 2008. During January and February 2009, the Company  repurchased an
additional 1.8 million  shares,  at $23.9 million for an average price of $13.16
per share.  This has subsequently  reduced the remaining  authorized  shares for
repurchase to 7.8 million shares as of February 20, 2009. Future repurchases are
dependent upon market conditions.

Shares  repurchased during the three month period ended December 31, 2008 are as
follows:
<TABLE>
<CAPTION>

                                                                       (d) Maximum
                                                   (c) Total number   number of shares
                                                      of shares       that may yet be
                        (a) Total                  purchased as part  purchased under
                        number of    (b)Average      of publicly        the plans or
                          shares   price paid per   announced plans    programs (in
Period                  Purchased      share         or programs         millions)
<S>                     <C>        <C>            <C>                 <C>
--------------------    ---------  -------------- -----------------   ----------------
October 1, 2008 -
  October  31, 2008       969,100   $    13.30          969,100             10.6
November 1, 2008 -
  November 30, 2008       569,413        13.44          569,413             10.0
December 1, 2008 -
  December 31, 2008       390,587        13.43          390,587              9.6
                        ---------                 -----------------
Total                   1,929,100                     1,929,100
                        =========                 =================

</TABLE>

                                       13
<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  vested  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 was amortized over
a five year period as compensation expense. Compensation expense of $0.1 million
and $0.4 million for the years ended  December 31, 2007 and 2006,  respectively,
is recorded in salaries,  wages, and benefits on the consolidated  statements of
income.  Compensation  expense was not material for the year ended  December 31,
2008.  All  unvested   shares  were  included  in  the  Company's  96.9  million
outstanding  shares as of  December  31,  2007 and there  were not any  unvested
shares as of December 31, 2008.  As of December 31, 2008 there are no securities
authorized for issuance under equity compensation plans.

A summary of the Company's  non-vested  restricted stock as of December 31, 2008
and 2007,  and changes during the twelve months ended December 31, 2008 and 2007
is presented in the table below:

                                                                    Grant-date
                                                     Shares         Fair Value
                                                  -------------    -------------
Non-vested stock outstanding at January 1, 2007        34,200         $  11.00
Granted                                                    -                -
Vested                                                (34,000)           11.00
Forfeited                                                  -                -
                                                  -------------    -------------
Non-vested stock outstanding at December 31, 2007         200            11.00
                                                  -------------    -------------

Non-vested stock outstanding at January 1, 2008           200            11.00
Granted                                                    -                -
Vested                                                   (200)           11.00
Forfeited                                                  -                -
                                                  -------------    -------------
Non-vested stock outstanding at December 31, 2008          -          $     -
                                                  =============    =============

The fair value of the shares  vested was $0.5  million and $0.6  million for the
twelve months ended December 31, 2007 and 2006, respectively.  The fair value of
the shares  vested  during the twelve  months  ended  December  31, 2008 was not
material.

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123(R),  "Share-Based
Payment,"  ("SFAS No.  123(R)") a revision of SFAS No. 123, which  addressed the
accounting for share-based payment transactions.  SFAS No. 123(R) eliminated the
ability to account for employee share-based compensation  transactions using APB
Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  and  generally
required  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  was recorded as additional  paid-in
capital effective January 1, 2006 through December 31, 2007. The  implementation
of SFAS No. 123(R) had no material effect on the Company's results of operations
for the years ended December 31, 2008, 2007 and 2006.











                                       14
<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.
<TABLE>
<CAPTION>

                                                          Year Ended December 31,
                                                  (in thousands, except per share data)
                                            2008         2007         2006         2005         2004
                                         ---------    ---------    ---------    ---------    ---------
Statements of Income Data:
<S>                                      <C>          <C>          <C>          <C>          <C>
Operating revenue ....................   $ 625,600    $ 591,893    $ 571,919    $ 523,792    $ 457,086
                                         ---------    ---------    ---------    ---------    ---------
Operating expenses:
  Salaries, wages, and benefits ......     197,992      196,303      189,179      174,180      157,505
  Rent and purchased transportation ..      18,703       21,421       24,388       29,635       36,757
  Fuel ...............................     204,708      164,285      146,240      123,558       83,263
  Operations and maintenance .........      15,575       12,314       12,647       14,955       12,939
  Operating taxes and licenses .......       9,317        9,454        9,143        8,968        8,996
  Insurance and claims ...............      24,307       18,110       16,621       17,938       16,545
  Communications and utilities .......       3,693        3,857        3,721        3,554        3,669
  Depreciation (2) ...................      46,109       48,478       47,351       38,228       29,628
  Other operating expenses ...........      16,807       17,380       17,356       16,697       14,401
  Gain on disposal of property
    and equipment (2) ................      (9,558)     (10,159)     (18,144)      (8,032)        (175)
                                         ---------    ---------    ---------    ---------    ---------
                                           527,653      481,443      448,502      419,681      363,528
                                         ---------    ---------    ---------    ---------    ---------
        Operating income (2) .........      97,947      110,450      123,417      104,111       93,558
Interest income ......................       9,132       10,285       11,732        7,373        3,071
                                         ---------    ---------    ---------    ---------    ---------
Income before income taxes ...........     107,079      120,735      135,149      111,484       96,629
Federal and state income taxes .......      37,111       44,565       47,978       39,578       34,183
                                         ---------    ---------    ---------    ---------    ---------
Net income (2) .......................   $  69,968    $  76,170    $  87,171    $  71,906    $  62,446
                                         =========    =========    =========    =========    =========
Weighted average shares
outstanding (1) ......................      95,900       97,735       98,359       99,125      100,000
                                         =========    =========    =========    =========    =========
Earnings per share (1)(2) ............   $    0.73    $    0.78    $    0.89    $    0.73    $    0.62
                                         =========    =========    =========    =========    =========
Dividends declared per share (1) .....   $   0.080    $   2.080    $   0.075    $   0.060    $   0.050
                                         =========    =========    =========    =========    =========
Balance Sheet data:
Net working capital (3) ..............   $  33,932    $ 182,546    $ 294,252    $ 271,263    $ 242,472
Total assets .........................     557,714      526,294      669,070      573,508      517,012
Stockholders' equity .................     360,039      342,759      495,024      433,252      389,343
</TABLE>


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

(1) Years ended  December  31, 2005 and 2004  reflect the  four-for-three  stock
split of May 15, 2006.
(2)  Effective  July 1, 2005,  the Company  adopted 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  periods of 2008,  2007,
2006,  and the six month period of 2005,  gains  reported  under  application of
guidance in SFAS 153 were $9.2  million,  $1.9  million,  $17.6 million and $6.5
million,  respectively.
(3)  Reflects  the   reclassification  of  auction  rate  security   investments
classified  as  short-term  investments  as of December  31,  2007 to  long-term
investments  as of  December  31,  2008 due to  auction  failures  that began in
February 2008 and continued through December 31, 2008.


                                       15
<PAGE>



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

Except for  certain  historical  information  contained  herein,  the  following
discussion  contains  forward-looking  statements (as discussed in Item 1 above)
that  involve  risks,  assumptions,  and  uncertainties  which are  difficult to
predict.  All  statements,   other  than  statements  of  historical  fact,  are
statements that could be deemed  forward-looking  statements,  including without
limitation: any projections of earnings, revenues, or other financial items; any
statement  of  plans,  strategies,  and  objectives  of  management  for  future
operations; any statements concerning proposed new services or developments; any
statements  regarding  future  economic  conditions  or  performance;   and  any
statements  of belief and any  statement of  assumptions  underlying  any of the
foregoing.   Words  such  as  "believe,"  "may,"  "could,"  "expects,"  "hopes,"
"anticipates,"   and  "likely,"  and  variations  of  these  words,  or  similar
expressions,  are intended to identify such forward-looking  statements.  Actual
events  or  results   could   differ   materially   from  those   discussed   in
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include,  but are not limited to,  those  discussed  in the section
entitled  "Item 1A.  Risk  Factors,"  set forth  above.  We do not  assume,  and
specifically  disclaim,  any obligation to update any forward-looking  statement
contained in this Annual Report.

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 operated ten regional operating
divisions that provided regional dry van truckload  services from eight regional
operating  centers in addition to its corporate  headquarters  during 2008.  The
Company's ten regional  operating  divisions,  not  including  operations at the
corporate  headquarters,  accounted  for  73.5%  and  72.7% of the 2008 and 2007
operating revenues.  The Company's newest regional operating center near Dallas,
Texas  opened  in  early  January  2009 and  increased  the  Company's  regional
operating  centers  to nine and  regional  operating  divisions  to  eleven,  in
addition to  operations  at the Company's  corporate  headquarters.  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. As fuel prices soared to historical  highs
during 2008,  management of fuel cost became a top priority of  management.  The
industry  experienced  soft  freight  demand  throughout  the year which  forced
downward  pressures on freight rates and fuel surcharge  rates. The unseasonably
low freight  demand the Company  experienced  through the fourth quarter of 2008
has  continued  into  the  first  quarter  of  2009.  The  challenging   freight
environment throughout the year combined with record high fuel prices,  resulted
in many carriers in the trucking  industry  declaring  bankruptcy and or exiting
the  industry.  The industry  continues  to fight excess  capacity in the market
place along with declining freight volumes due to the current economic downturn.
During 2008 the Company  undertook  fuel  initiative  strategies to  effectively
manage fuel costs. These initiatives  included,  encouraging fueling at terminal
locations  rather than  over-the-road  purchases to take  advantage of bulk fuel
purchases  when cost  effective  to do so,  reduction  of tractor  idle time and
controlling  out-of-route miles. Although the Company experienced declining fuel
costs  throughout  the second  half of 2008,  Company  management  continues  to
encourage these  initiatives.  At December 31, 2008, the Company's tractor fleet
had an average age of 2.2 years  while the  trailer  fleet had an average age of
4.6 years.  The Company  continues to focus on growing  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.
Quality service allowed the Company to hold its freight rates stable  throughout
2008.  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 ended the year with operating revenues of $625.6 million,  including
fuel surcharges, net income of $70.0 million, and earnings per share of $0.73 on
weighted average outstanding shares of 95.9 million. The Company posted an 84.3%
operating ratio (operating  expenses as a percentage of operating  revenues) and
an 11.2% net margin (net income as a  percentage  of  operating  revenues).  The
Company has total assets of $557.7  million at December  31,  2008.  The Company
achieved  a return on  assets  of 12.9%  and a return  on  equity of 19.9%.  The
Company's cash flow from  operations for the year of $121.8 million was 19.5% of
operating revenues.  The Company used $27.1 million in net investing cash flows,


                                       16
<PAGE>

mainly  due to the  purchase  of new  revenue  equipment,  and $46.0  million in
financing  activities,  which was made up of $36.4 million in stock  repurchases
and $9.6  million in dividend  payments  during 2008.  As a result,  the Company
increased cash and cash equivalents $48.7 million during the year ended December
31,  2008.  The  Company  ended  the  year  with  cash,  cash  equivalents,  and
investments of $228.0 million and a debt-free  balance sheet.

The decline in the demand for freight services and an overcapacity of trucks has
negatively  impacted the operating  results of 2008. The soft freight demand has
resulted  in downward  pressures  on freight  and fuel  surcharge  rates and has
resulted in higher  empty miles and lower  equipment  utilization.  Fuel expense
during 2008 was the result of two distinct periods of pricing. From January 2008
to July 2008,  the Company  experienced  rising fuel prices that  reached a peak
during  early July 2008.  From early July 2008 to  December  2008,  the  Company
experienced  declining fuel prices.  U.S. average DOE prices were  approximately
$3.38 per gallon the first part of  January  2008,  which rose to  approximately
$4.73 in early July and fell to  approximately  $2.29 by the end of 2008. Due to
the rise and fall of fuel  prices  during the year,  fuel  expense,  net of fuel
surcharge  recoveries,  decreased  3.1% to $79.4  million  during the year ended
December  31, 2008  compared to $81.9  million for the year ended  December  31,
2007. Annualizing fuel expense, net of fuel surcharge recoveries, at the peak of
fuel during 2008, would have resulted in an increase of approximately 16% in our
net fuel expense for 2008.  Therefore increases and decreases in fuel prices, as
we  experienced  during 2008 will continue to have the potential for  materially
affecting our financial results.

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 has sought to solidify its position as an industry
leader in driver compensation by increasing driver compensation three out of the
last five years.

The Company has been recognized as one of the Forbes  magazine's "200 Best Small
Companies in America"  seventeen times in the past twenty-two  years and for the
past seven consecutive  years. The Company has paid cash dividends over the past
twenty-two consecutive quarters,  including a special dividend of $196.5 million
in May, 2007. The Company became publicly traded in November, 1986 and is traded
on the NASDAQ National Market under the symbol HTLD.

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,
                                              ----------------------------
                                               2008       2007       2006
                                              ------     ------     ------
Operating revenue ......................      100.0%     100.0%     100.0%
                                              ------     ------     ------
Operating expenses:
  Salaries, wages, and benefits ........       31.6%      33.2%      33.1%
  Rent and purchased transportation ....        3.0        3.6        4.3
  Fuel .................................       32.7       27.8       25.6
  Operations and maintenance ...........        2.5        2.1        2.2
  Operating taxes and license ..........        1.5        1.6        1.6
  Insurance and claims .................        3.9        3.1        2.9
  Communications and utilities .........        0.6        0.7        0.7
  Depreciation .........................        7.4        8.2        8.3
  Other operating expenses .............        2.7        2.9        3.0
  Gain on disposal of property
      and equipment ....................       (1.5)      (1.7)      (3.2)
                                              ------     ------     ------
                                               84.3%      81.3%      78.4%
                                              ------     ------     ------
      Operating income .................       15.7%      18.7%      21.6%
Interest income ........................        1.5        1.7        2.1
                                              ------     ------     ------
  Income before income taxes ...........       17.1%      20.4%      23.6%
Income taxes ...........................        5.9        7.5        8.4
                                              ------     ------     ------
  Net income ...........................       11.2%      12.9%      15.2%
                                              ======     ======     ======




                                       17
<PAGE>


Year Ended December 31, 2008 Compared With Year Ended December 31, 2007

Operating revenue increased $33.7 million (5.7%), to $625.6 million for the year
ended December 31, 2008 from $591.9 million in the 2007 period.  The increase in
revenue was the net effect of a $44.2 million  increase  (51%) in fuel surcharge
revenue  from  $86.6  million  in 2007 to  $130.8  million  in 2008  offset by a
decrease in freight  revenues of $10.5  million  from $505.3  million in 2007 to
$494.8 million in 2008.  Freight  revenues  declined $10.5 million (2.0%) on the
net result of fewer miles driven ($13.5  million) and a slight increase in rates
due to general  changes in customer mix ($3.0  million).  Miles driven year over
year was  directly  related  to soft  freight  demand  experienced  during  2008
compared to 2007. The increase in fuel surcharge  revenues was the direct result
of higher average fuel prices  throughout  2008 compared to 2007. Fuel surcharge
revenues  represent fuel costs passed on to customers based on customer specific
fuel charge recovery rates and billed loaded miles.

Salaries,  wages, and benefits  increased $1.7 million (0.9%), to $198.0 million
for the year ended December 31, 2008 from $196.3 million in the 2007 period. The
increase was the net result of a $2.6 million decrease (1.8%) in driver wages, a
$1 million  increase  (5.4%) in office and shop wages,  a $2.1  million  (33.3%)
increase in workers compensation and a $1.4 million increase (19.8%) increase in
health  insurance,  and a decrease of other  benefits and payroll  taxes of $0.2
million. During the year ended December 31, 2008, employee drivers accounted for
96% and independent  contractors for 4% of the total fleet miles,  compared with
95% and 5%, respectively, for 2007. Company driver wages decrease was consistent
with the  decrease  in freight  revenues  detailed  above due to freight  volume
declines in 2008  compared to 2007 with no mileage  rate  changes  during  2008.
Office and shop personnel  increased as a result of a higher number of employees
in  certain  strategic  areas  as  well  as  annual  wage  increases.   Workers'
compensation  expense  increased  $2.1  million  due to an overall  increase  in
frequency and severity of claims incurred.  Health insurance  expense  increased
$1.4 million due mainly to an increase in average monthly claims.

Rent and  purchased  transportation  decreased  $2.7 million  (12.6%),  to $18.7
million for the year ended  December 31, 2008 from $21.4 million in the compared
period of 2007.  Of the total  decrease,  $3.4 million  related to a decrease in
miles driven by independent  contractors,  offset by an increase of $1.2 million
in fuel  stabilization  payments  due to higher  average  fuel costs during 2008
compared to 2007.  The  remaining  $0.5 million  decrease was due to other rents
which  included rents on office space prior to the Company moving into a Company
owned terminal  location in Phoenix and corporate  headquarters in North Liberty
during May and July 2007, respectively.

Fuel  increased  $40.4  million  (24.6%),  to $204.7  million for the year ended
December 31, 2008 from $164.3  million for the same period of 2007. The increase
is the net  result  of an  average  increase  in fuel  cost per  gallon of $0.85
(31.4%)  per gallon from an average of $2.71 per gallon in 2007 to an average of
$3.56 per gallon in 2008 offset by an  approximate  5% decrease in total gallons
purchased.  The decrease in gallons  purchased  during 2008 compared to 2007 was
the result of fewer  company  driver miles due to weaker  freight  demand and an
increase in fuel economy.  The Company's average miles per gallon increased 2.4%
compared  to 2007  and out of route  miles  decreased  9.5%  which  the  Company
attributes  to the efforts to manage idle time and out of route costs during the
year.

Operations and maintenance  increased $3.3 million (26.8%), to $15.6 million for
the year ended December 31, 2008 from $12.3 million for the compared 2007 period
due to an increase in preventative  maintenance and parts replacement related to
an increase in the average age of the tractor fleet, costs associated with trade
truck campaign and higher than usual operations and maintenance costs during the
early months of 2008 based on more adverse weather conditions.

Insurance and claims  increased $6.2 million  (34.3%),  to $24.3 million for the
year ended  December 31, 2008 from $18.1  million in the same period of 2007 due
to an increase  in the  frequency  and  severity  of larger  claims  during 2008
compared to 2007.

Depreciation  decreased  $2.5 million  (5.2%),  to $46.1 million during the year
ended December 31, 2008 from $48.5 million in the compared 2007 period. Tractors
accounted  for $3.3  million of the total  decrease.  The  tractor  decrease  is
attributable  to an overall  decrease in average  depreciation  per tractor 2008
compared to 2007  mainly as a result of the  average  age of the tractor  fleet.
This  decrease was due to timing of new tractor  purchases.  New  tractors  with
higher  depreciable  bases were not  purchased  and placed in service  until the
third  and  fourth  quarters  of  2008,  as such  older  tractor  equipment  was
depreciated for the majority of 2008. As tractors are depreciated using the 125%
declining balance method,  depreciation  expense declines in years subsequent to
the first year after  initial  purchase  and continue to decline with the age of
the  fleet.   The  decrease  in  tractor   depreciation  was  offset  by  higher
depreciation on buildings,  furniture and fixtures, and land improvements due to
a full year of depreciation on our new corporate headquarters facilities (opened
in July 2007) and new Phoenix terminal (opened in June 2007).

                                       18
<PAGE>

Other  operating  expenses  were  essentially  unchanged  during  the year ended
December 31, 2008 compared to the same period of 2007. Other operating  expenses
consists of costs incurred for advertising  expense,  freight handling,  highway
tolls, driver recruiting expenses, and administrative costs.

Gain on the disposal of property and equipment decreased $0.6 million (5.8%), to
$9.6 million  during the year ended  December 31, 2008 from $10.2 million in the
same period of 2007.  During 2008 the Company  started a tractor  fleet  upgrade
campaign and as of December 31, 2008, the Company was  approximately 36% through
this campaign. As such,  approximately $9.2 million of the 2008 gains related to
gains on traded tractors.  During 2007 the Company sold real estate in Columbus,
Ohio,  Coralville,  Iowa,  and  Dubois,  Pennsylvania  recording  total gains of
approximately  $6.8 million with the  remaining  gains  attributable  to revenue
equipment sales and trades.  The proceeds received from these sales were used in
the  financing of the new  corporate  headquarters.  A tractor fleet upgrade was
completed in December 2006 and therefore  tractor  trades in 2007 were less than
compared to 2008. The Company does not expect gains on a per tractor basis to be
as high during  future  years as it has been for the past  several  years as the
Company will have  substantially  disposed of all tractors  with a lower initial
recorded basis due to purchases of tractors prior to adoption of SFAS 153.

Interest income decreased $1.2 million (11.7%),  to $9.1 million during the year
ended December 31, 2008 from $10.3 million in the same period of 2007 as the net
result of a decrease in average cash, cash  equivalents,  and  investments  year
over year due  primarily  to the  payment of the  special  dividend  in May 2007
($196.5  million).  Offsetting the decrease in average interest bearing balances
was  an  improved  average  rate  of  return  on  cash,  cash  equivalents,  and
investments. The majority of interest income continues to be associated with the
Company's investment in student loan auction rate securities.  The current rates
of  return  on these  investments  continues  to  exceed  the rates of return on
similar AAA rated, non taxable securities.

The  Company's  effective  tax rate was 34.7% and 36.9%,  respectively,  for the
years ended December 31, 2008 and 2007. This decrease is primarily  attributable
to a net reduction of tax accruals for uncertain tax positions as required under
FASB  Interpretation  No. 48 ("FIN 48").  During 2008 the  Company's  FIN 48 tax
adjustment  was a net  reduction to tax expense of $2.3  million.  This decrease
relates  to the  reduction  of the  accrual  for  uncertain  tax  positions  and
associated  accrued penalties and interest due to lapse of applicable statute of
limitations.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a percentage of operating  revenue) was 84.3% during the year ended  December
31, 2008 compared with 81.3% during the year ended December 31, 2007. Net income
decreased $6.2 million (8.2%),  to $70.0 million for the year ended December 31,
2008 from $76.2  million  during the compared 2007 period as a result of the net
effects discussed above.

Year Ended December 31, 2007 Compared With Year Ended December 31, 2006

Operating revenue increased $20.0 million (3.5%), to $591.9 million for the year
ended December 31, 2007 from $571.9 million in the 2006 period.  The increase in
revenue resulted from the Company's  expansion of its fleet,  increased  freight
miles,  and  improved  freight  rates.  Operating  revenue for both  periods was
positively  impacted by fuel  surcharges  assessed to customers.  Fuel surcharge
revenue  increased  $5.2  million,  (6.4%) to $86.6  million  for the year ended
December 31, 2007 from $81.4 million in the compared 2006 period.

Salaries,  wages, and benefits  increased $7.1 million (3.8%), to $196.3 million
for the year ended  December  31, 2007 from $189.2  million in the 2006  period.
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
driver pay  increases.  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 in
2006 for selected  operating  divisions.  The cumulative impact of the quarterly
increases  to  driver  compensation  in  2006  resulted  in a cost  increase  of
approximately $1.8 million for the year ended December 31, 2007. During the year
ended  December 31, 2007,  employee  drivers  accounted for 95% and  independent
contractors  for  5% of the  total  fleet  miles,  compared  with  94%  and  6%,
respectively,  for 2006.  Additional miles in 2007 by company drivers  accounted
for   approximately   $4.0  million  increase  in  wages  over  2006.   Workers'
compensation expense increased $2.3 million (53.6%) to $6.5 million for the year
ended  December 31, 2007 from $4.2 million in for the same period in 2006 due to
an increase  in  frequency  and  severity of claims.  Health  insurance  expense
decreased  $1.4 million  (16.2%) to $7.1 million for the year ended December 31,
2007 from $8.5 million in the same period of 2006 due to a decrease in frequency
and severity of claims.  The  remaining  increase  was the result of  non-driver
payroll increases.

                                       19
<PAGE>

Rent and  purchased  transportation  decreased  $3.0 million  (12.2%),  to $21.4
million for the year ended  December 31, 2007 from $24.4 million in the compared
period of 2006. This reflects the Company's  decreased reliance upon independent
contractors. Rent and purchased transportation for both periods includes amounts
paid to independent  contractors under the Company's fuel stability program.  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 in 2006 beginning on April 1, 2006. These
base mileage pay increases of approximately  $0.3 million in 2007 were offset by
a decrease attributable to fewer miles driven by independent contractors.

Fuel  increased  $18.0  million  (12.3%),  to $164.3  million for the year ended
December 31, 2007 from $146.2  million for the same period of 2006. The increase
is the result of an increase in fuel cost per gallon,  an increased  reliance on
company-owned  tractors,  and a decrease in fuel economy associated with certain
EPA mandated clean air engine  requirements  on tractor models  acquired  during
2006.  The Company's  fuel cost per  company-owned  tractor mile  increased 9.3%
during  2007  compared  to 2006.  Fuel  cost per  mile,  net of fuel  surcharge,
increased  14.7% in 2007 compared to 2006.  The  Company's  fuel cost per gallon
increased  7.2% in 2007 and average miles per gallon  decreased 2.2% compared to
2006.

Operations and maintenance  decreased $0.3 million (2.6%),  to $12.3 million for
the year ended December 31, 2007 from $12.6 million for the compared 2006 period
due to an increase in preventative maintenance and parts replacement.

Operating taxes and licenses  increased $0.3 million (3.4%), to $9.5 million for
the year ended  December 31, 2007 from $9.1 million in the compared  2006 period
due an increase in the property taxes associated with new facilities in Phoenix,
Arizona and North Liberty, Iowa and an increase in fuel taxes paid.

Insurance and claims  increased  $1.5 million  (9.0%),  to $18.1 million for the
year ended  December 31, 2007 from $16.6  million in the same period of 2006 due
to an increase in the  frequency of larger claims and  development  increases on
existing liability claims.

Depreciation  increased  $1.1 million  (2.4%),  to $48.5 million during the year
ended  December 31, 2007 from $47.4  million in the compared  2006 period.  This
increase is attributable to the growth of our company-owned  tractor and trailer
fleet, and an increased cost of new tractors and trailers  relative to the costs
of those  units  being  replaced.  Our  tractor  and  trailer  fleet  have grown
approximately  3.4% and 5.7%  respectively  in  comparison to the same period in
2006.  This  contributed  to  a  $0.6  million  increase  in  revenue  equipment
depreciation   during  2007.   Also,   higher   depreciation  on  new  corporate
headquarters  facilities and new Phoenix terminal  contributed to an increase of
$0.5 million in other property and equipment depreciation.

Other  operating  expenses  were  essentially  unchanged  during  the year ended
December 31, 2007 compared to the same period of 2006. Other operating  expenses
consists of costs incurred for advertising  expense,  freight handling,  highway
tolls, driver recruiting expenses, and administrative costs.

Gain on the disposal of property and equipment  decreased $8.0 million  (44.0%),
to $10.2 million  during the year ended  December 31, 2007 from $18.1 million in
the same period of 2006. The decline is  attributable  to an 87% decrease in the
total number of tractors and trailers  traded during the 2007 period compared to
the same period of 2006. A tractor fleet upgrade was completed in December 2006.
During 2007 the Company sold real estate in Columbus,  Ohio,  Coralville,  Iowa,
and Dubois,  Pennsylvania  recording total gains of approximately  $6.8 million.
The  proceeds  received  from these sales were used in the  financing of the new
corporate headquarters.

Interest income decreased $1.4 million (12.3%), to $10.3 million during the year
ended December 31, 2007 from $11.7 million in the same period of 2006 because of
the decrease in cash,  cash  equivalents,  and  investments  associated with the
payment of the special dividend in May 2007 offset by improved rate of return on
cash, cash equivalents, and short-term investments.

The  Company's  effective  tax rate was 36.9% and 35.5%,  respectively,  for the
years ended December 31, 2007 and 2006.  The increase is primarily  attributable
to  a  higher  effective  state  rate  as a  result  of  the  adoption  of  FASB
Interpretation No. 48 ("FIN 48") effective January 1, 2007.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a percentage of operating  revenue) was 81.3% during the year ended  December
31, 2007 compared with 78.4% during the year ended December 31, 2006. Net income


                                       20
<PAGE>

decreased  $11.0 million  (12.6%),  to $76.2 million for the year ended December
31, 2007 from $87.2  million  during the compared 2006 period as a result of the
net effects discussed above.

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,
EPA mandated new engine emission  requirements  on tractor engines  manufactured
after  January 1, 2007,  and driver  comfort  have  resulted  in higher  tractor
prices,  as well as 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.  During 2008 the Company  experienced a 17% increase in tractor  prices
associated  with tractors with latest engine emission  requirements  compared to
tractor  prices  associated  with the last fleet upgrade with  pre-January  2007
tractor  engines.  The majority of this increase was not limited by increases in
freight rates during 2008.

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,  compared to historical averages,  were high throughout 2005, 2006,
and 2007, and reached  historical highs during 2008, 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 during 2007 and 2008, such as lower demand for transportation services,
has and will continue to affect the Company's  ability to obtain rate  increases
or fuel surcharges  until there is improvement in the demand for  transportation
services.

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  which was the case
during 2008 with the 575 new tractors and 400 new trailers  that were  acquired.
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, 2008,
was net cash  provided by operating  activities  of $121.8  million  compared to
$120.4  million  in  2007  due  primarily  to  net  income  (excluding  non-cash
depreciation,  deferred tax and amortization of unearned compensation, and gains
on  disposal  of  equipment)  being  approximately  $6.3  million  lower in 2008
compared to 2007 offset with an increase in  operating  cash flow  generated  by
operating assets and liabilities of approximately $8.0 million. The net increase
in cash provided by operating assets and liabilities was primarily the result of
reductions  in accounts  receivable  balances due to  collections,  increases in
accident and workers  compensation  insurance accruals,  offset by reductions in
accrued income taxes mainly due to uncertain tax position accrual changes.  Cash
flow from operating  activities was 19.5% of operating revenues in 2008 compared
with 20.3% in 2007.

Capital expenditures for property and equipment, net of trade-ins, totaled $35.9
million for 2008 compared to $43.6 million during 2007. The majority of the 2008
capital expenditures  related to the purchase of new tractors and trailers.  The
Company currently expects capital  expenditures for property and equipment,  net
of trades in 2009, to be  approximately  $55 million.  The expected  increase in
cash  outflows for property and  equipment,  net of trade-ins in 2009, is mainly
due to remainder of the Company's  purchase  commitment for our current  tractor
fleet  upgrade  campaign.  Also  included  in  total  expenditures  in 2008  was
approximately  $1.5 million  associated  with the  acquisition  of the Company's
terminal location near Dallas,  Texas.  Total expenditures for the new corporate
headquarters,  including  furniture  and  fixtures,  and shop  facility in North
Liberty,  Iowa and our Phoenix facility were approximately  $19.7 million during
2007.

The  Company  paid cash  dividends  of $9.6  million in 2008  compared to $204.3
million in 2007. The Company paid a one-time  special dividend of $196.5 million
during the second quarter of 2007. All dividends  declared during 2008 were paid
during 2008.

The Company paid income  taxes of $36.7  million in 2008 which was a decrease of
$4.9 million compared to $41.6 million paid in 2007. The decrease was mainly due
to a decrease in federal tax payments during the year as a result of a reduction
in taxable  income in 2008  compared to 2007 due mainly to lower  income  before
taxes  and the  50%  bonus  depreciation  allowed  on new  tractor  and  trailer
purchases during 2008.

                                       21
<PAGE>

In September 2001, the Board of Directors  approved the repurchase of up to 15.4
million shares,  adjusted for stock splits,  of Heartland  Express,  Inc. common
stock in open market or  negotiated  transactions  using  available  cash,  cash
equivalents, and investments. During the years ended December 31, 2008 and 2007,
approximately 2.7 million and 1.3 million shares were repurchased, respectively,
in the open  market and  pursuant to the  above-referenced  plan and a quarterly
trade plan under Rule 10b5-1, for $36.4 million and $19.4 million, respectively,
at an  approximate  weighted  average  price of $13.36  and  $14.86  per  share,
respectively, 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 $36.4
million and $19.4 million  during the years ended December 31, 2008 and 2007 was
charged to retained  earnings.  The authorization to repurchase  remains open at
December  31,  2008  and  has  no  expiration  date  but  may  be  suspended  or
discontinued at any time without prior notice.  Approximately 9.6 million shares
remain  authorized  for  repurchase  under the Board of  Director's  approval at
December 31, 2008. During January and February 2009, the Company  repurchased an
additional 1.8 million  shares,  at $23.9 million for an average price of $13.16
per share.  This has subsequently  reduced the remaining  authorized  shares for
repurchase to 7.8 million shares as of February 20, 2009. Future repurchases are
dependent upon market conditions.

Management  believes the Company has adequate  liquidity to meet its current and
projected  needs.   Management  believes  the  Company  will  continue  to  have
significant  capital  requirements  over the long-term  which are expected to be
funded from cash flow  provided  by  operations  and from  existing  cash,  cash
equivalents,  and short-term investments. The Company ended the year with $228.0
million in cash, cash equivalents,  and investments. The Company's balance sheet
remains  debt free.  Net working  capital for the year ended  December  31, 2008
decreased by $151.6 million over 2007. The most  significant  factor causing the
decrease was the  reclassification  of  short-term  investments  in auction rate
securities of approximately $186.9 million to long-term  investments.  Excluding
the reclassification of investments,  working capital increased $22.5 million in
2008 compared to 2007.  Subsequent  to auction  failures of auction rate student
loan  securities  that  began  in  mid-February   2008,  the  Company  has  been
redirecting its investments towards its cash and cash equivalents.  Based on the
Company's strong financial position, management believes outside financing could
be obtained, if necessary, to fund capital expenditures.

As of  December  31,  2008,  all  of  the  Company's  $171.1  million  long-term
investment  balance was invested in auction rate student loan educational bonds.
The majority,  (approximately  96.1% at par) of the  underlying  investments  is
backed by the U.S.  government and continues to hold AAA (or equivalent) ratings
from recognized rating agencies.  The remaining 3.9% of the student loan auction
rate securities  portfolio hold AA ratings and were insurance backed securities.
Beginning in mid-February  2008, the auction rate securities began  experiencing
auction  failures  due to  general  liquidity  concerns.  Prior  to the  Company
experiencing  unsuccessful  auctions, the auction rate security investments were
classified as short-term as they were  auctioned and sold or interest rates were
reset through a regular  auction process  generally  occurring at least every 35
days from the initial  purchase.  Due to the current  lack of liquidity in these
markets,  the Company's current options are to hold the investments until called
by the issuer or until  maturity and  continue to earn  average  rates of return
that  currently  exceed  the  average  rates  of  return  on  other  AAA  rated,
short-term,  tax  free  instruments  or  sell  its  investments  at a  discount.
Management   continues  to  believe  that  current  amounts  of  cash  and  cash
equivalents  along with cash flows from  operations  are  sufficient to meet the
Company's  short term cash flow  requirements  and  therefore has chosen to hold
such investments until successful  auctions resume or the investments are called
by the issuer rather than selling the  securities at discounted  prices.  Should
the need  arise,  the  Company  believes  it would be able to secure  financing,
without selling  investments at a discount,  based on the Company's current debt
free balance sheet, strong operating results and the fact that certain financial
institutions are offering loans secured by the auction rate securities  relating
to the settlement  agreements between certain regulatory  agencies,  and various
financial institutions, as discussed below.

The  Company  was  required  to  estimate  the fair  value of the  auction  rate
securities  applying  guidance in Statement of  Financial  Accounting  Standards
("SFAS") No. 157, "Fair Value Measurements"  ("SFAS 157") which became effective
for the Company as of January 1, 2008. Fair value represents an estimate of what
the Company could have sold the investments for in an orderly transaction with a
third party as of the December 31, 2008  measurement date although it is not the
intent  of  the  Company  to  sell  such   securities  at  discounted   pricing.
Historically, the fair value of such investments was reported based on amortized
cost.  Until auction  failures began,  the fair value of these  investments were
calculated  using  Level 1  observable  inputs  per SFAS 157 and fair  value was
deemed to be equivalent to amortized  cost due to the  short-term  and regularly
occurring auction process.  Based on auction failures  beginning in mid-February
2008 and  continued  failures  through  December  31,  2008,  there were not any
observable  quoted  prices or other  relevant  inputs for  identical  or similar
securities.  Estimated fair value of all auction rate security investments as of
December 31, 2008 was calculated using unobservable,  Level 3 inputs, as defined
by SFAS 157 due to the lack of observable market inputs specifically  related to
student loan auction rate  securities.  As such,  the reported  fair value could
significantly change in future measurement periods.

                                       22
<PAGE>

The estimated fair value of the  underlying  investments as of December 31, 2008
declined  below  amortized  cost of the  investments,  as a result of  liquidity
issues  in the  auction  rate  markets.  With the  assistance  of the  Company's
financial advisors, fair values of the student loan auction rate securities were
estimated  using a  discounted  cash  flow  approach  to  value  the  underlying
collateral of the trust issuing the debt  securities  considering  the estimated
average life of the  underlying  student  loans that are the  collateral  to the
trusts,  principal outstanding,  expected rates of returns, and payout formulas.
These underlying cash flows were discounted using interest rates consistent with
instruments  of similar  quality and duration  with an  adjustment  for a higher
required  yield for lack of  liquidity  in the  market  for these  auction  rate
securities.  The Company obtained an understanding of assumptions in models used
by third party  financial  institutions  to estimate  fair value and  considered
these  assumptions in the Company's cash flow models but did not exclusively use
the fair  values  provided by  financial  institutions  based on their  internal
modeling.  The  Company is aware  that  trading of  student  loan  auction  rate
securities  is occurring  in  secondary  markets  which were  considered  in the
Company's fair value  assessment  although the Company has not listed any of its
assets  for  sale  on the  secondary  market.  As a  result  of the  fair  value
measurements,  the  Company  recognized  an  unrealized  loss and  reduction  to
investments,  of $8.6 million  during the twelve month period ended December 31,
2008.  There was not any unrealized  loss on investments as of December 31, 2007
as the auctions had functioned  regularly through that date. The unrealized loss
of $8.6 million,  net of tax, was recorded as an adjustment to other accumulated
comprehensive  loss.  The fair value  adjustment  did not have any impact on the
Company's  consolidated statement of income for the twelve months ended December
31, 2008.

During the third and fourth quarters of 2008 various financial  institutions and
respective  regulatory   authorities  announced  proposed  settlement  terms  in
response  to  various   regulatory   authorities   alleging  certain   financial
institutions  misled  investors  regarding the liquidity  risks  associated with
auction rate securities that the respective financial  institutions  underwrote,
marketed and sold.  Further the respective  regulatory  authorities  alleged the
respective financial institutions  misrepresented to customers that auction rate
securities were safe,  highly liquid  investments  that were comparable to money
markets.  Certain  settlement  agreements  were finalized  prior to December 31,
2008. In general, the majority of our auction rate security investments were not
covered by the terms of the above mentioned settlement agreements.  The focus of
the  initial  settlements  was  generally  towards  individuals,  charities  and
businesses with small investment balances,  holdings of $25 million and less. As
part  of  the  general  terms  of  the  settlements,  the  respective  financial
institutions have agreed to provide their best efforts in providing liquidity to
the auction rate securities market for investors not specifically covered by the
terms of the respective  settlements.  Such liquidity  solutions could be in the
form of facilitating issuer redemptions,  resecuritizations, or other means. The
Company can not  currently  project when  liquidity  will be obtained from these
investments,  and currently plans to hold such  securities  until the securities
are called, redeemed, or resecuritized by the debt issuers.

A portion of these holdings (3.9% at par value) were  specifically  covered by a
settlement agreement which the Company signed during the fourth quarter of 2008.
By signing the settlement agreement the Company relinquished its rights to bring
any claims against the financial  institution as well as its right to serve as a
class  representative or receive benefits under any class action.  Further,  the
Company no longer has the sole discretion and right to sell or otherwise dispose
of,  and/or enter orders in the auction  process with respect to the  underlying
securities. As part of the settlement, the Company obtained a put option to sell
the  underlying  securities to the financial  institution,  which is exercisable
during the period  starting on June 30, 2010  through  July 2, 2012 plus accrued
interest.  Should the  financial  institution  sell or otherwise  dispose of our
securities the Company will receive the par value of the securities plus accrued
interest  one business day after the  transaction.  Upon signing the  settlement
agreement  the  Company no longer  exhibits  the intent and  ability to hold the
underlying  securities for recovery of the temporary  decline in fair value. The
Company  also  acquired  an asset,  a put option that is to be valued as a stand
alone financial instrument separate from the underlying  securities.  The amount
deemed as a loss due to temporary  impairment of securities  was not  materially
different  from the amount of the gain  recorded to recognize  the fair value of
the put option  acquired as part of the settlement.  As such,  there was not any
impact to the Company's consolidated statement of income for the signing of this
settlement  agreement.  The estimated fair value of the put option combined with
the estimated fair value of the underlying  securities,  as of December 31, 2008
is set at par  value of the  securities.  The par value of these  securities  is
included in long-term investments per the consolidated balance sheet.

The Company has  evaluated  the  unrealized  losses,  on  securities  other than
securities  covered by the settlement  agreement  discussed  above, to determine
whether this  decline is other than  temporary.  Management  has  concluded  the
decline in fair value to be temporary based on the following considerations.

     o    Current market  activity and the lack of severity or extended  decline
          do not  warrant  such  action at this time.


                                       23
<PAGE>

     o    During June 2008, the Company received $1.1 million as the result of a
          partial  call by an issuer.  The  Company  received  par value for the
          amount of the call plus accrued interest.
     o    During third  quarter of 2008,  the Company  received  $8.0 million in
          calls by the underlying  issuers.  The Company  received par value for
          the amount of the call plus accrued interest.
     o    During the fourth quarter of 2008,  the Company  received $9.5 million
          in calls by the underlying issuers. The Company received par value for
          the amount of the call plus accrued interest.
     o    Based on the Company's  financial  operating  results,  operating cash
          flows and debt free  balance  sheet,  the  Company has the ability and
          intent to hold such securities until recovery of the unrealized loss.
     o    There have not been any significant changes in  collateralization  and
          ratings of the underlying  securities  since the first failed auction.
          The  Company  continues  to hold 96.1% of the  auction  rate  security
          portfolio in senior positions of AAA (or equivalent) rated securities.
     o    The  Company  is not  aware of any  changes  in  default  rates of the
          underlying student loans that are the assets to the trusts issuing the
          auction rate security debt.
     o    Currently  there is  legislative  pressure  to  provide  liquidity  in
          student loan  investments,  providing  liquidity to state student loan
          agencies,  to continue  to provide  financial  assistance  to eligible
          students to enable higher educations. This has the potential to impact
          existing securities with underlying student loans.
     o    As individual  trusts that are the issuers of the auction rate student
          loan debt,  which the Company  holds,  continue to pay higher  default
          rates of interest,  there is the potential that the  underlying  trust
          would seek  alternative  financing and call the existing debt at which
          point it is  estimated  the  Company  would  receive  par value of the
          investment.
     o    All  of  the  auction  rate   securities   are  held  with   financial
          institutions  that have agreed in principle to  settlement  agreements
          with various regulatory  agencies to provide  liquidity.  Although the
          principles of the  respective  settlement  agreements  focus mostly on
          small  investors  (generally  companies and individual  investors with
          auction rate security  assets less than $25 million),  the  respective
          settlements  state the financial  institutions  will work with issuers
          and other  interested  parties  to use their  best  efforts to provide
          liquidity  solutions  to  companies  not  specifically  covered by the
          principle  terms of the respective  settlements by as early as the end
          of 2009 in certain settlement agreements.

In addition to the items noted above,  the Company has the intent and ability to
hold these  investments  until recovery,  therefore there was not any other than
temporary  impairment recorded on these investments,  other than the investments
specifically  covered by the settlement  agreement  discussed above,  during the
year ended  December 31, 2008.  The effects of the  settlement  agreement  noted
above  did not  result  in any  net  impairment  charge  being  recorded  in the
consolidated statement of income during the year ended December 31, 2008.

Management will monitor its investments and ongoing market  conditions in future
periods to assess  impairments  considered  to be other than  temporary.  Should
estimated  fair value  continue to remain below cost or the fair value  decrease
significantly  from current fair value, the Company may be required to record an
impairment of these investments,  through a charge in the consolidated statement
of income.


Off-Balance Sheet Transactions

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


                                       24
<PAGE>


Contractual Obligations and Commercial Commitments

The following sets forth our contractual  obligations and commercial commitments
at December 31, 2008.

                                     Payments due by period (in millions)
--------------------------------------------------------------------------------
                                              Less than    1-3    3-5
Contractual Obligations              Total     1 year     years   years   Other
---------------------------------- --------- ----------- ------- ------- -------
Purchase Obligation (1)             $ 54.8     $ 54.8     $  -    $  -   $  -
---------------------------------- -------- ------------ ------- ------- -------
Operating Lease Obligations         $  -       $  -       $  -    $  -   $  -
 --------------------------------- -------- ------------ ------- ------- -------
FIN 48 Obligations, including       $ 35.3     $  -       $  -    $  -   $ 35.3
Interest and penalties (2)
---------------------------------- -------- ------------ ------- ------- -------
                                    $ 90.1     $ 54.8     $  -    $  -   $ 35.3
                                   ======== ============ ======= ======= =======
(1)  The purchase  obligations  reflect the total purchase  price,  net of trade
     values of traded  tractors,  for tractors  scheduled to be delivered during
     2009. These purchases are expected to be financed by existing cash and cash
     flows from operations.
(2)  FIN  48  Obligations  represent  potential   liabilities   associated  with
     unrecognized tax benefits. The amount includes interest and penalties.  The
     Company  is unable to  reasonably  determine  when  these  amounts  will be
     settled.

As of December 31, 2008 the Company did not have any significant operating lease
obligations,   capital  lease   obligations   or   outstanding   long-term  debt
obligations.

The  Company  recognized  additional  tax  liabilities  of $4.8  million  with a
corresponding  reduction to beginning retained earnings as of January 1, 2007 as
a result of the adoption of FIN 48. The total amount of gross  unrecognized  tax
benefits was $25.2 million as of January 1, 2007, the date of adoption and $25.7
million at December 31, 2007.  At December 31, 2008,  the Company had a total of
$22.9 million in gross unrecognized tax benefits.  Of this amount, $14.9 million
represents the amount of  unrecognized  tax benefits that, if recognized,  would
impact our effective tax rate.  Unrecognized tax benefits were a net decrease of
approximately  $2.7 million  during the year ended December 31, 2008, due mainly
to the expiration of certain statutes of limitation net of additions.  The total
net amount of accrued interest and penalties for such  unrecognized tax benefits
was $12.3  million at December  31, 2008 and $11.9  million at December 31, 2007
and is included in income taxes payable.  Net interest and penalties included in
income tax expense for the three and twelve  month  periods  ended  December 31,
2008 was an  additional  tax  expense of  approximately  $0.2  million  and $0.4
million, respectively. Net interest and penalties included in income tax expense
for the three and twelve month periods ended December 31, 2007 was an additional
tax expense of $0.3 million and $1.5 million,  respectively.  These unrecognized
tax benefits relate to risks  associated with state income tax filing  positions
for the Company's corporate subsidiaries.

A number of years may elapse  before an  uncertain  tax  position is audited and
ultimately  settled.  It is  difficult  to predict the  ultimate  outcome or the
timing of resolution for uncertain tax positions. It is reasonably possible that
the amount of unrecognized tax benefits could significantly increase or decrease
within the next twelve months. These changes could result from the expiration of
the statute of limitations,  examinations or other unforeseen circumstances.  As
of December  31,  2008,  the Company  did not have any ongoing  examinations  or
outstanding  litigation related to tax matters and is currently aware of a state
examination  that will be conducted  in 2009.  At this time,  management's  best
estimate of the reasonably  possible change in the amount of gross  unrecognized
tax benefits to be a decrease of  approximately  $3.0 to $4.0 million during the
next  twelve  months  mainly  due  to  the  expiration  of  certain  statute  of
limitations.  The federal statute of limitations remains open for the years 2005
and  forward.  Tax years  1998 and  forward  are  subject  to audit by state tax
authorities depending on the tax code of each state.

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


                                       25
<PAGE>

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.
     *    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 other than $2.8 million allowance for a deferred tax asset
          associated with the auction rate securities fair value adjustment, due
          to the profitability of the Company's  business.  Further,  management
          judgment is required in the accounting for uncertainty in income taxes
          recognized in the financial statements based on recognition  threshold
          and measurement attributes for the financial statement recognition and
          measurement  of a tax position  taken or expected to be taken in a tax
          return.
     *    Investments  are valued at fair value applying a fair value  hierarchy
          as established by applicable GAAP. Fair value estimates the price that
          would be received to sell an asset or paid to transfer a liability  in
          an orderly  transaction between market participants at the measurement
          date.  As  there  is  not  an  active  market  for  these  securities,
          management  utilizes a discounted cash flow model with key assumptions
          being the discount rate, rate of return and duration.  Management does
          not consider  there to be  significant  credit risk due to  government
          support of the underlying loans and current credit ratings. Management
          monitors  its  investments  and ongoing  market  conditions  to assess
          impairments  considered to be other than temporary.  Should  estimated
          fair values  continue to remain below cost or the fair value decreases
          significantly  from current fair value, the Company may be required to
          record an  impairment  of these  investments,  through a charge in the
          consolidated  statement  of income.  The Company has not  recorded any
          impairment  of these  investments  in the  consolidated  statement  of
          income.

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

All of the  Company's  long-term  investments  as of  December  31, 2008 were in
auction rate student loan educational bonds backed by the U.S.  government.  The
investments  typically  have  an  interest  reset  provision  of  35  days  with
contractual maturities generally greater than 20 years from the date of original
issuance.  The  range of  maturities,  based on date of  original  issuance,  of
securities  currently held by the Company is 5 to 38 years.  The majority (96.1%
par value) of such  investments  held by the  Company  have AAA (or  equivalent)
ratings from a recognized  rating agency and the remaining  securities are rated
AA. At the reset date,  the Company  has the option to roll the  investment  and
reset the  interest  rate or sell the  investment  in an  auction.  The  Company
receives the par value of the investment plus accrued interest on the reset date
if the underlying  investment is sold in an auction.  There is no guarantee that
when the  Company  elects  to  participate  in an  auction  and  therefore  sell
investments, that a willing buyer will purchase the security and therefore there
is no  guarantee  that the Company  will receive cash upon the election to sell.
The Company  experienced  unsuccessful  auctions  beginning in February 2008 and
continuing  through  December  31, 2008 (as  discussed  in the  footnotes to the


                                       26
<PAGE>

financials  and elsewhere in this report).  Upon an  unsuccessful  auction,  the
interest  rate of the  underlying  investment  is  reset  to a  default  maximum
interest rate as stated in the  prospectus of the underlying  security.  Until a
subsequent  auction is  successful or the  underlying  security is called by the
issuer,  the Company will be required to hold the  underlying  investment  until
maturity. The Company only holds senior positions of underlying securities.  The
Company  does not invest in asset  backed  securities  and does not have  direct
securitized  sub prime mortgage loans exposure or loans to,  commitments  in, or
investments  in sub prime  lenders.  Should the Company have a need to liquidate
any of  these  investments,  the  Company  may be  required  to  discount  these
securities for liquidity but the Company  currently does not have this liquidity
requirement.  Based on historical and current  operating cash flows, the Company
does not currently anticipate a requirement to liquidate underlying  investments
at discounted prices. If the investments are downgraded in the credit ratings or
the Company  witnesses other indicators of issues with  collection,  the Company
may be required to recognize an impairment (other than the temporary  impairment
already  recognized) on these securities and record a charge in the statement of
income.

Assuming  the  Company  maintains  all of its  long  and  short-term  investment
balances as of December 31,  2008,  $180.2  million  (par value),  and if market
rates of  interest  on these  investments  decreased  by 100 basis  points,  the
estimated  reduction  in annual  interest  income  would be  approximately  $1.8
million.

The Company has no debt  outstanding as of December 31, 2008 and therefore,  has
no market risk related to debt.

Volatile  fuel prices will  continue  to impact us  significantly.  Based on the
Company's  historical  experience,  the  Company is not able to pass  through to
customers 100% of fuel price  increases.  For the years ended December 31, 2008,
2007, and 2006, fuel expense,  net of fuel surcharge revenue, was $79.4 million,
$81.9 million, and $69.5 million or 19.7%, 20.5% and 18.7%, respectively, of the
Company's total operating expenses,  net of fuel surcharge.  The above mentioned
period  of 2008  includes  approximately  half of the year at fuel  prices  that
rapidly  increased  and the second half of the year at fuel prices that  rapidly
decreased  negating the volatile  fluctuation in fuel prices during the year. As
of July  31,  2008,  near  the  fuel  prices  peak,  fuel  expense,  net of fuel
surcharge,  was approximately  22.6% of the Company's total operating  expenses,
net of fuel  surcharge.  A  significant  increase in fuel costs,  as seen in the
first half of 2008,  or a shortage  of diesel  fuel,  did and could  continue to
materially adversely affect the Company's results of operations.

In February 2007, the Board of Directors authorized the Company to begin hedging
activities  related to  commodity  fuels.  Subsequent  to December  31, 2008 the
Company has contracted with an unrelated third party to hedge forecasted  future
cash flows  related  to fuel  purchases  associated  with fuel  consumption  not
covered by fuel surcharge  agreements.  The hedged  forecasted future cash flows
was  transacted  through the use of certain  swap  investments.  The Company has
implemented  the provisions of Statement of Financial  Accounting  Standards No.
133,  "Accounting  for Derivative  Instruments and Hedging  Activities",  ("SFAS
133"), and has designated such hedges as cash flow hedges. Under the guidance of
SFAS 133, the Company  will record an asset or  liability  for the fair value of
the hedging  instrument  each reporting  period with the change in the effective
portion of the hedging  instrument  (as  defined by SFAS 133)  included in other
comprehensive   income  (loss)  and  any  ineffective  portion  of  the  hedging
instrument  (as defined by SFAS 133)  recognized in the statement of income as a
component of fuel expense. The hedging strategy was implemented mainly to reduce
the Company's  exposure to  significant  upward  movements in diesel fuel prices
related to fuel consumed by empty and out-of-route miles and truck engine idling
time which is not recoverable through fuel surcharge agreements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of KPMG LLP, the Company's  independent  registered public accounting
firm, financial statements of the Company and its consolidated  subsidiaries and
the notes thereto,  and the financial  statement schedule are included beginning
on page F-1.

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

None.



                                       27
<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure  Controls and Procedures - The Company has  established
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the  Exchange  Act) 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 of the Company's disclosure controls and procedures as
of December 31, 2008, the principal  executive  officer and principal  financial
officer of the Company have concluded that the Company's disclosure controls and
procedures 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
accumulated,  recorded,  processed,  summarized and  communicated to management,
including the principal  executive and  principal  financial  officer,  to allow
timely decisions regarding required disclosure as well as cause such information
to be reported within the time periods specified in SEC rules and forms.


Management's  Annual 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, 2008.
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, 2008.  The  Company's  auditor,  KPMG
LLP, an  independent  registered  public  accounting  firm,  has issued an audit
report on the  effectiveness  of the Company's  internal  control over financial
reporting, which is included in this filing on page 29.


Changes in Internal Control Over Financial  Reporting - There were no changes in
our internal  control over financial  reporting that occurred during the quarter
ended December 31, 2008, that has materially  affected,  or is reasonably likely
to materially affect, our internal control over financial reporting.


























                                       28
<PAGE>



Report of Independent Registered Public Accounting Firm



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


We have audited  Heartland  Express,  Inc.  and  subsidiaries'  (the  "Company")
internal  control over  financial  reporting  as of December 31, 2008,  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  included in the  accompanying  Management's
Annual Report on Internal Control Over Financial  Reporting.  Our responsibility
is to express  an  opinion on 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,  assessing the risk that a material  weakness  exits,  and
testing  and  evaluating  the design and  operating  effectiveness  of  internal
control  based on the assessed  risk.  Our audit also included  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,  Heartland  Express,  Inc. and subsidiaries  maintained,  in all
material  respects,  effective  internal control over financial  reporting as of
December 31, 2008, based on criteria established in Internal Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission.

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, 2008 and 2007, 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, 2008,
and our report dated February 24, 2009 expressed an unqualified opinion on those
consolidated financial statements.

                                  /s/ KPMG LLP

Des Moines, Iowa
February 24, 2009




                                       29
<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 for the annual  shareholders'  meeting to be held on May 7, 2009
(the "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  and is included  within the Proxy
Statement under the heading Compensation Discussion and Analysis.

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 Proxy  Statement  and is included  within the Proxy  Statement
under the heading Security Ownership of Principal Stockholders and Management.

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 Proxy  Statement  and is included  within the Proxy  Statement
under the headings Certain  Relationships and Related Transactions and Corporate
Governance and Board of Directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  information  required  by Item 14 of Part  III is  incorporated  herein  by
reference  to the Proxy  Statement  and is included  within the Proxy  Statement
under the heading  Relationship  with Independent  Registered  Public Accounting
Firm.












                                       30
<PAGE>



                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements and Schedules.

     Report of Independent Registered Public Accounting Firm .............. F-1
     Consolidated Balance Sheets - December 31, 2008 and 2007.............. F-2
     Consolidated Statements of Income - Years ended
       December 31, 2008, 2007 and 2006.................................... F-3
     Consolidated Statements of Stockholders' Equity -
       Years ended December 31, 2008, 2007 and 2006........................ F-4
     Consolidated Statements of Cash Flows -
       Years ended December 31, 2008, 2007 and 2006........................ F-5
     Notes to Consolidated Financial Statements............................ F-6

     2.  Financial Statements Schedule

     Valuation and Qualifying Accounts and Reserves-
       Years ended December 31, 2008, 2007 and 2006........................ S-1

     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.

     3.   Exhibits - 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          Amended and Restated Bylaws     Incorporated by reference to the
                                                Company's Form 10-K, for the
                                                year ended December 31, 2007,
                                                dated February 28, 2008.

   3.3          Certificate of Amendment        Incorporated by reference to the
                to Articles of Incorporation    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          Amended and Restated Bylaws     Incorporated by reference to the
                                                Company's Form 10-K, for the
                                                year ended December 31, 2007,
                                                dated February 28, 2008

   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 20, 1998.

                                       31
<PAGE>

   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.
                Gerdin Educational Trusts, and  Commission file no. 0-15087.
                Larry Crouse, voting trustee.

   9.2          Voting Trust Agreement dated    Incorporated by reference to the
                July 10, 2007 between Lawrence  Company's Form 10-K, for the
                D. Crouse, as the voting        year ended December 31, 2007,
                trusteefor certain Grantor      dated February 28, 2008.
                Retained Annuity Trusts
                established by Russell A. Gerdin
                and Ann S.Gerdin ("GRATS"), and
                Mr. and Mrs. Gerdin, the
                trustees for certain GRATS.


   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           Incorporated by reference to the
                Compensation Plan               Company's Form 10-K for the year
                                                ended December 31, 2006.
                                                Commission file no. 0-15087.

   21           Subsidiaries of the Registrant  Filed herewith.

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

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

   32           Certification of Chief          Filed herewith.
                Executive 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.


     *    Management contract or compensatory plan or arrangement.


















                                       32
<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 24, 2009                        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
-----------------------
Russell A. Gerdin         Officer
                         (Principal executive officer)        February 24, 2009

/s/ Michael J. Gerdin     President and Director
-----------------------
Michael J. Gerdin                                             February 24, 2009

/s/ John P. Cosaert       Executive Vice President of
-----------------------
John P. Cosaert           Finance, Chief Financial
                          Officer, and Treasurer
                         (Principal accounting and
                          financial officer)                  February 24, 2009

/s/ Richard O. Jacobson   Director
-----------------------
Richard O. Jacobson                                           February 24, 2009

/s/ Benjamin J. Allen     Director
-----------------------
Benjamin J. Allen                                             February 24, 2009

/s/ Lawrence D. Crouse    Director
-----------------------
Lawrence D. Crouse                                            February 24, 2009

/s/ James G. Pratt        Director
-----------------------
James G. Pratt                                                February 24, 2009






                                       33
<PAGE>





             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, 2008 and 2007,
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,
2008. In connection with our audits of the consolidated financial statements, we
also have audited financial statement schedule II. 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, 2008 and 2007, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended December 31, 2008, 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
adopted the provisions of Statement of Financial  Accounting  Standards No. 157,
"Fair Value Measurements",  as of January 1, 2008. As discussed in Note 2 to the
consolidated  financial  statements,  the  Company  adopted  the  provisions  of
Financial  Accounting  Standards Board  Interpretation  No. 48,  "Accounting for
Uncertainty in Income  Taxes",  as of January 1, 2007. In addition, as discussed
in Note 2 to the  consolidated  financial  statements,  the Company  changed its
method of quantifying errors in 2006.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States), the Company's internal control over
financial  reporting as of December 31, 2008,  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
24, 2009, expressed an unqualified opinion on the effectiveness of the Company's
internal control over financial reporting.

                                  /s/ KPMG LLP

Des Moines, Iowa
February 24, 2009






                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)
                                              December 31,     December 31,
ASSETS ..................................        2008             2007
CURRENT ASSETS
<S>                                           <C>              <C>
   Cash and cash equivalents ............     $  56,651        $   7,960
   Short-term investments ...............           241          186,944
   Trade receivables, net of
   allowance for doubtful accounts
   of $775 at December 31, 2008
   and 2007 .............................        36,803           44,359
   Prepaid tires ........................         6,449            4,764
   Other prepaid expenses ...............         2,834            3,391
   Income tax receivable ................           --                57
   Deferred income taxes ................        35,650           30,443
                                              ---------        ---------
          Total current asset ...........     $ 138,628        $ 277,918
                                              ---------        ---------
PROPERTY AND EQUIPMENT
   Land and land improvements ...........        17,442           17,264
   Buildings ............................        26,761           25,413
   Furniture & fixtures .................         2,269            2,220
   Shop & service equipment .............         5,290            4,685
   Revenue equipment ....................       337,799          320,776
                                              ---------        ---------
                                                389,561          370,358
   Less accumulated depreciation ........       151,881          132,545
                                              ---------        ---------
   Property and equipment, net ..........     $ 237,680        $ 237,813
                                              ---------        ---------
LONG-TERM INVESTMENTS ...................       171,122              --
GOODWILL ................................         4,815            4,815
OTHER ASSETS ............................         5,469            5,748
                                              ---------        ---------
                                              $ 557,714        $ 526,294
                                              =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued
   liabilities ..........................     $  10,338        $  13,073
   Compensation & benefits ..............        15,862           14,699
   Income taxes payable .................           452              --
   Insurance accruals ...................        70,546           60,882
   Other accruals .......................         7,498            6,718
                                              ---------        ---------
          Total current liabilities .....     $ 104,696        $  95,372
                                              ---------        ---------
LONG-TERM LIABILITIES

   Income taxes payable .................     $  35,264        $  37,593
   Deferred income taxes ................        57,715           50,570
                                              ---------        ---------
          Total long-term liabilities ...     $  92,979        $  88,163
                                              ---------        ---------
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY
    Preferred stock, par value $.01;
    authorized 5,000 shares; none issued            --               --
   Capital stock; common, $.01 par value;
     authorized 395,000 shares; issued
     and outstanding 94,229 in 2008
     and 96,949 in 2007 .................     $     942        $    970

   Additional paid-in capital ...........           439             439

   Retained earnings ....................     $ 367,281       $ 341,350
   Accumulated other comprehensive loss .        (8,623)            --
                                              ---------       ---------
                                              $ 360,039       $ 342,759
                                              ---------       ---------
                                              $ 557,714       $ 526,294
                                              =========       =========
</TABLE>

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

                                       F-2
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                  Years Ended December 31,
                                            -----------------------------------
                                               2008         2007         2006
                                            ---------    ---------    ---------
<S>                                         <C>          <C>          <C>
OPERATING REVENUE .......................   $ 625,600    $ 591,893    $ 571,919
                                            ---------    ---------    ---------
OPERATING EXPENSES:
   Salaries, wages, and benefits ........   $ 197,992    $ 196,303    $ 189,179
   Rent and purchased
     transportation .....................      18,703       21,421       24,388
   Fuel .................................     204,708      164,285      146,240
   Operations and maintenance ...........      15,575       12,314       12,647
   Operating taxes and licenses .........       9,317        9,454        9,143
   Insurance and claims .................      24,307       18,110       16,621
   Communications and utilities .........       3,693        3,857        3,721
   Depreciation .........................      46,109       48,478       47,351
   Other operating expenses .............      16,807       17,380       17,356
   Gain on disposal of property
    & equipment .........................      (9,558)     (10,159)     (18,144)
                                            ---------    ---------    ----------
                                              527,653      481,443      448,502
                                            ---------    ---------    ---------
         Operating income ...............      97,947      110,450      123,417
Interest income .........................       9,132       10,285       11,732
                                            ---------    ---------    ---------
Income before income taxes ................   107,079      120,735      135,149
Federal and state income taxes ............    37,111       44,565       47,978
                                            ---------    ---------    ---------
Net Income ................................ $  69,968    $  76,170    $  87,171
                                             ========    =========    =========

Earnings per share ........................ $    0.73    $    0.78    $    0.89
                                            =========    =========    =========

Weighted average shares
    outstanding ...........................    95,900       97,735       98,359
                                            =========    =========    =========

Dividends declared per share .............. $   0.080    $   2.080    $   0.075
                                            =========    =========    =========
</TABLE>


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



                                       F-3


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                Accumu-
                                                                 lated
                                                                 Other
                                Capital   Additional            Compre-    Unearned
                                Stock,     Paid-In   Retained   hensive    Compen-
                                Common     Capital   Earnings     Loss      Sation     Total
                               --------   --------   --------   --------   --------   --------

<S>                            <C>        <C>        <C>        <C>        <C>        <C>
Balance, January 1, 2006 ...   $    739   $    --    $432,953   $    --    $   (439)  $433,253
Net income .................        --         --      87,171        --         --      87,171
Impact of adopting SAB 108 .        --         --     (15,854)       --         --     (15,854)
Dividends on common stock,
  $0.075 per share .........        --         --      (7,375)       --         --      (7,375)
Stock split ................        246        --        (246)       --         --         --
Stock repurchase ...........         (2)       --      (2,545)       --         --      (2,547)
Reclassification of share
  based compensation .......        --         --        (439)       --         439        --
Amortization of share based
compensation ...............        --         376        --         --         --         376
                               --------   --------   --------   --------   --------   --------
Balance, December 31, 2006 .        983        376    493,665        --         --    $495,024


Net income .................        --         --      76,170        --         --      76,170
Impact of adopting FIN 48 ..        --         --      (4,798)       --         --      (4,798)
Dividends on common stock,
  $2.08 per share ..........        --         --    (204,312)       --         --    (204,312)
Stock repurchase ...........        (13)       --     (19,375)       --         --     (19,388)
Amortization of share
  based compensation .......        --          63        --         --         --          63
                               --------   --------   --------   --------   --------   --------

Balance, December 31, 2007 .        970        439    341,350        --         --     342,759
Comprehensive income:
  Net income ...............        --         --      69,968        --         --      69,968
  Unrealized loss on
    available-for-
    sale securities,
    net of tax .............        --         --         --      (8,623)       --      (8,623)
                                                                                      --------
  Total comprehensive income                                                            61,345
Dividends on common stock,
  $0.08 per share ..........        --         --      (7,662)       --         --      (7,662)
Stock repurchase ...........        (28)       --     (36,375)       --         --     (36,403)
                               --------   --------   ---------  --------   --------   --------
Balance, December 31, 2008 .   $    942   $    439   $367,281   $ (8,623)  $    --    $360,039
                               ========   ========   ========   ========   ========   ========
</TABLE>


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





                                       F-4
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                            -----------------------------------
                                                               2008         2007         2006
                                                            ---------    ---------    ---------
OPERATING ACTIVITIES
<S>                                                         <C>          <C>          <C>
Net income ..............................................   $  69,968    $  76,170    $  87,171
Adjustments to reconcile net income to net cash
provided by operating activities:
   Depreciation and amortization ........................      46,109       48,486       47,371
   Deferred income taxes ................................       2,192          494        5,101
   Amortization of share based compensation .............        --             63          376
   Gain on disposal of property and equipment ...........      (9,558)     (10,159)     (18,144)
   Changes in certain working capital items:
     Trade receivables ..................................       7,556         (860)        (639)
     Prepaid expenses and other current assets ..........      (1,018)         978       (2,128)
     Accounts payable, accrued liabilities, and
         accrued expenses ...............................       8,383        2,731        7,609
     Accrued income taxes ...............................      (1,820)       2,506        1,554
                                                            ---------    ---------    ---------
            Net cash provided by operating activities ...     121,812      120,409      128,271
                                                            ---------    ---------    ---------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment ............       1,849       13,228        1,966
Purchases of property and equipment, net of trades ......     (35,949)     (43,579)     (76,056)
Net sale (purchases) of municipal bonds .................       6,704      133,374      (40,771)
Change in other assets ..................................         279         (207)        (889)
                                                            ---------    ---------    ---------
            Net cash (used in) provided by investing ....     (27,117)     102,816     (115,750)
            activities
                                                            ---------    ---------    ---------
FINANCING ACTIVITIES
   Cash dividend ........................................      (9,601)    (204,336)      (6,882)
   Stock repurchase .....................................     (36,403)     (19,388)      (2,547)
                                                            ---------    ---------    ---------
              Net cash used in financing activities .....     (46,004)    (223,724)      (9,429)
                                                            ---------    ---------    ---------
Net increase (decrease) in cash and cash equivalents ....      48,691         (499)       3,092

CASH AND CASH EQUIVALENTS
Beginning of year .......................................       7,960        8,459        5,367
                                                            ---------    ---------    ---------
End of year .............................................   $  56,651    $   7,960    $   8,459
                                                            =========    =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Income taxes, net                                        $  36,739    $  41,564    $  41,323
Noncash investing and financing activities:
   Fair value of revenue equipment traded                   $  20,991    $   6,429    $  45,669
   Purchased property and equipment in accounts
      payable at year end                                       2,778          459        2,638
   Common stock dividends declared in accounts
      payable at year end                                          15        1,954        1,978
</TABLE>

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


                                       F-5
<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 and complemented  this expansion into the Western United States with the
acquisition of a terminal near Dallas, Texas which opened during January 2009.

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 the consolidated financial statements in conformity with U.S.
generally accepted  accounting  principles  ("GAAP") 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.

Segment Information:

The Company has ten regional  operating  divisions  (eleven with the addition of
Seagoville,  Texas in January 2009) in addition to our  corporate  headquarters;
however,  it has  determined  that it has  one  reportable  segment.  All of the
divisions are managed  based on similar  economic  characteristics.  Each of the
regional  operating  divisions provides short-to  medium-haul  truckload carrier
services of general  commodities  to a similar class of customers.  In addition,
each division exhibits similar financial performance,  including average revenue
per mile and  operating  ratio.  As a result of the  foregoing,  the Company has
determined that it is appropriate to aggregate its operating  divisions into one
reportable  segment,  consistent  with the  guidance in  Statement  of Financial
Accounting  Standards  ("SFAS")  No.  131.  Accordingly,  the  Company  has  not
presented separate financial  information for each of its operating divisions as
the  Company's  consolidated  financial  statements  present its one  reportable
segment.

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 2008 and
$5.7 million in 2007 are included in other  non-current  assets.  The restricted
funds represent deposits required by state agencies for self-insurance  purposes
and  designated  funds that are  earmarked  for a specific  purpose  and not for
general business use.

Investments:

The  Company's  investments  are  primarily in the form of tax free auction rate
educational bonds backed by the U.S. government.  The investments typically have
an interest  reset  provision of 35 days.  At the reset date the Company has the
option to roll the investment and reset the interest rate or sell the investment
in an auction. The Company receives the par value of the investment plus accrued
interest on the reset date if the underlying  investment is sold.  Primarily all
of these  investments  have AAA (or equivalent)  ratings from recognized  rating
agencies.  These  investments  are  reported  at fair  value  and  reviewed  for
impairment as deemed necessary. Interest income is accrued as earned and accrued
interest is included in other current assets in the consolidated balance sheet.


                                      F-6
<PAGE>

Investment income received is generally exempt from federal income taxes.

The Company  determines the appropriate  classification of the securities at the
time they are acquired and evaluates the  appropriateness of such classification
at each balance sheet date. The Company has classified its investment in auction
rate securities as available-for-sale.  Available-for-sale securities are stated
at fair value,  and  unrealized  holding  gains and  losses,  net of the related
deferred  tax  effect,  are  reported as a component  of  stockholders'  equity.
Realized gains and losses are determined on the basis of the specific securities
sold.  See  Note  5  for  further  discussion  of  fair  value  measurements  of
investments.


Trade Receivables and Allowance for Doubtful Accounts:

Revenue is  recognized  when freight is delivered  creating a credit sale and an
account receivable. Credit terms for customer accounts are typically on a net 30
day basis. The Company uses a percentage of aged receivable method and its write
off history 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.

Property, Equipment, and Depreciation:

Property and equipment are reported at cost,  net of  accumulated  depreciation,
while  maintenance and repairs are charged to operations as incurred.  Tires are
capitalized  separately  from revenue  equipment and are reported  separately as
"Prepaid Tires" and amortized over two years.

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                 3-5
                         Shop & service equipment               3-10
                         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.
Advertising  expense was $1.7 million,  $2.3  million,  and $3.0 million for the
years ended December 31, 2008, 2007 and 2006.

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".  The Company's  annual  assessment is conducted as of
September 30th and no other  indicators  requiring  assessment  were  identified
during the period from this assessment through year-end.  Management  determined
that no  impairment  charge was required for the years ended  December 31, 2008,
2007 and 2006.

Self -Insurance Accruals:

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 and loss adjustment expenses incurred but not
reported,  and 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.

                                       F-7
<PAGE>

Revenue and Expense Recognition:

Revenue,  drivers' wages and other direct operating expenses are recognized when
freight is delivered.  Sales taxes and other taxes  collected from customers and
remitted to the government are recorded on a net basis.  Fuel surcharge  revenue
charged to  customers  is included in  operating  revenue and amounted to $130.8
million, $86.6 million and $81.4 million in 2008, 2007, and 2006 respectively.

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.

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  consolidated
statement  of income based on their fair value.  As of December  31,  2008,  the
Company does not have any  outstanding  share-based  awards and does not plan on
any additional share-based programs. See details of the previous program at Note
9.

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 evaluated 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, 2008, 2007, and 2006.

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  temporary  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.  Such
amounts are adjusted,  as appropriate,  to reflect changes in tax rates expected
to be in effect when the temporary  differences  reverse. The effect of a change
in tax rates on deferred  taxes is  recognized  in the period that the change in
enacted. A valuation  allowance is recorded to reduce the Company's deferred tax
assets to the amount that is more likely than not to be realized.

Pursuant to SFAS No. 109,  "Accounting  for Income Taxes",  when  establishing a
valuation allowance, the Company considers future sources of taxable income such
as  "future   reversals   of  existing   taxable   temporary   differences   and
carryforwards"  and  "tax  planning  strategies".   In  the  event  the  Company
determines that the deferred tax assets will not be realized in the future,  the
valuation  adjustment  to the  deferred  tax assets is charged  to  earnings  or
accumulated  other  comprehensive  loss based on the nature of the asset  giving
rise to the deferred tax asset and the facts and circumstances resulting in that
conclusion.

The Company calculates its current and deferred tax provision based on estimates
and  assumptions  that could differ from the actual results  reflected in income
tax returns filed in subsequent  years.  Adjustments  based on filed returns are
recorded when identified.

Beginning  with the adoption of Financial  Accounting  Standards  Board ("FASB")
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48), as
of January 1, 2007,  the Company  recognizes  the effect of income tax positions
only if those positions are more likely than not of being sustained.  Recognized
income tax positions are measured at the largest amount that is greater than 50%
likely of being realized. Changes in recognition or measurement are reflected in


                                       F-8
<PAGE>

the period in which the change in judgment occurs.  Prior to the adoption of FIN
48, the  Company  recognized  the effect of income  tax  positions  only if such
positions were probable of being  sustained.  The Company  records  interest and
penalties related to unrecognized tax benefits in income tax expense.

New Accounting Pronouncements:

In December 2007, the FASB issued SFAS No. 141R, "Business  Combinations" ("SFAS
141R") and SFAS  Statement No. 160,  "Noncontrolling  Interests in  Consolidated
Financial  Statements - an amendment to ARB No. 51" ("SFAS 160")  (collectively,
"the Statements"). The Statements require most identifiable assets, liabilities,
noncontrolling  interests, and goodwill acquired in a business combination to be
recorded at "full fair value" and require  noncontrolling  interests (previously
referred to as  minority  interests)  to be  reported as a component  of equity,
which changes the  accounting  for  transactions  with  noncontrolling  interest
holders. The Statements are effective for periods beginning on or after December
15,  2008,  and  earlier  adoption is  prohibited.  SFAS 141R will be applied to
business  combinations  occurring  after the  effective  date.  SFAS 160 will be
applied prospectively to all noncontrolling interests,  including any that arose
before the effective  date.  The Company is currently  evaluating  the impact of
adopting the Statements on its results of operations and financial position.

On March,  2008,  the FASB issued SFAS No. 161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities - an Amendment of FASB  Statement No. 133",
("SFAS  161") which  amends FASB  Statement  No. 133 ("SFAS  133") by  requiring
expanded  disclosures  about an  entity's  derivative  instruments  and  hedging
activities,  but does not  change  SFAS  133's  scope  or  accounting.  SFAS 161
requires qualitative,  quantitative,  and credit-risk  disclosures.  SFAS 161 is
effective for financial  statements  issued for fiscal years and interim periods
beginning  after November 15, 2008. As the Company has entered into a derivative
instrument  subsequent  to December  31, 2008 (See Note 13), the Company will be
required  to comply  with the  expanded  disclosures  of SFAS 161 with its first
quarter 2009 interim financial statements for the period ending March 31, 2009.

On May 9, 2008,  the FASB issued  SFAS No.  162,  "The  Hierarchy  of  Generally
Accepted Accounting Principles" ("SFAS No. 162") which reorganizes the generally
accepted accounting  principles ("GAAP") hierarchy as detailed in the statement.
The purpose of the new standard is to improve financial reporting by providing a
consistent  framework for determining what accounting  principles should be used
when preparing U.S. GAAP financial statements.  SFAS No. 162 became effective on
November 15,  2008.  The Company does not expect the adoption of SFAS No. 162 to
effect the financial position, results of operations or cash flows of the
Company.

2.   Adopted Accounting Pronouncements

In September  2006,  the FASB issued SFAS 157,  Fair Value  Measurements  ("SFAS
157").  SFAS 157 became  effective for the Company on January 1, 2008.  SFAS No.
157 defines fair value,  specifies a hierarchy of valuation  techniques based on
whether the inputs to those valuation techniques are observable or unobservable,
and enhances  disclosures about fair value  measurements.  Observable inputs are
inputs that reflect market data obtained from sources independent of the Company
and unobservable  inputs are inputs based on the Company's own assumptions based
on best  information  available in the  circumstances.  The two sources of these
inputs are used in applying the following fair value hierarchy:

     o    Level 1 - quoted  prices in active  markets  for  identical  assets or
          liabilities.
     o    Level 2 - quoted prices for similar  assets or  liabilities  in active
          markets;  quoted prices for identical or similar assets or liabilities
          in  markets  that are not  active;  modeling  with  inputs  that  have
          observable  inputs (i.e.  interest rates observable at commonly quoted
          intervals.
     o    Level 3 - valuation is generated from model-based  techniques that use
          significant assumptions not observable in the market

Under SFAS 157, where applicable GAAP literature requires the use of fair value,
the  Company  must  value  assets  and  liabilities  at the price  that would be
received  to sell  an  asset  or paid to  transfer  a  liability  in an  orderly
transaction  between market  participants at the  measurement  date. In October,
2008 the FASB issued Staff Position No. 157-3,  "Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active", ("SOP 157-3") and
was effective as of the date of issuance  including  periods for which financial
statements had not yet been issued.  SOP 157-3  specifically  provides  guidance
regarding the considerations  necessary when markets are inactive.  The guidance
indicates  that quotes from brokers or pricing  services may be relevant  inputs
when measuring fair value, but are not necessarily  determinative in the absence
of an active market for the asset.

                                       F-9
<PAGE>

Application of SFAS 157 for fair value  measurements is primarily related to the
valuation  of  investments  as  discussed  in  Note  5.  There  may be  inherent
weaknesses  in  any  calculation  technique,   and  changes  in  the  underlying
assumptions used,  including  discount rates and estimates of future cash flows,
that could  significantly  affect the results of current or future  values.  See
Note 5 for further  discussion of the Company's adoption and application of SFAS
157 and SOP 157-3 for the year ended December 31, 2008. The adoption of SFAS 157
and SOP 157-3 did not have any impact on income from operations,  net income, or
related earnings per share and reduced stockholders' equity $8.6 million for the
year ended December 31, 2008.

In 2007,  the FASB  issued SFAS No. 159,  "The Fair Value  Option for  Financial
Assets and Financial  Liabilities"  ("SFAS No. 159"), which provides the Company
the option to measure many financial instruments and certain other items at fair
value that are not currently required or permitted to be measured at fair value.
SFAS No. 159 was effective for the Company January 1, 2008. The Company chose to
adopt this guidance for certain financial assets,  however, the adoption did not
materially effect the financial position,  results of operations, and cash flows
of the Company.

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".  The Company  implemented  SFAS No. 123R on January 1, 2006.  The
unamortized  portion of  unearned  compensation  was  reclassified  to  retained
earnings upon adoption.  The amortization of unearned  compensation was recorded
as additional  paid-in  capital,  and all remaining  unearned  compensation  was
amortized as of December 31, 2007.  The  implementation  of SFAS No. 123R had no
effect on the  Company's  results  of  operations  for the twelve  months  ended
December 31, 2008, 2007 and 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 was 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.

In June  2006,  the FASB  issued  FASB  Interpretation  No.  48  Accounting  for
Uncertainty in Income Taxes (an  interpretation of FASB Statement No. 109) ("FIN
48"),  which was effective for fiscal years  beginning  after December 15, 2006.
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  recorded a  cumulative  adjustment  of  approximately  $4.8  million to
decrease the January 1, 2007  retained  earnings  upon adoption as allowed under
the interpretation's transition provisions.

3.   Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.  These  reclassifications  did not have a  material  effect on the
Company's financial position, operating income, net income or cash flows for the
year ended December 31, 2007 and 2006. In the  consolidated  balance sheet as of
December  31,  2008,  the Company  classified  accrued  interest on auction rate
securities as other current assets.  The Company  previously  presented  accrued
interest  on  auction  rate  securities  as  short-term   investments.   In  the
consolidated  balance  sheet as of December 31, 2007,  the Company  reclassified
$1.7  million  from  short-term  investments  to other  current  assets.  In the
consolidated  statement of cash flows for the years ended  December 31, 2007 and
2006,  the  Company  reclassified  $0.8 and  $0.2  million,  respectively,  from
investing activities as a component of net sales (purchases) of investments,  to
operating activities as a component of changes in other current assets.

4.   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


                                       F-10
<PAGE>

unsecured basis. The Company's five largest customers accounted for 36% of total
gross  revenues  for the year ended  December  31,  2008 and 36% and 35% for the
years ended December 31, 2007 and 2006, respectively. Operating revenue from one
customer  exceeded 10% of total gross revenues in 2008,  2007, and 2006.  Annual
revenues for this customer were $73.9 million, $77.1 million, and $79.5 million,
for the years ended December 31, 2008, 2007, and 2006, respectively.

5.  Investments

The Company's  investments  are primarily in the form of tax free,  auction rate
student loan educational bonds backed by the U.S.  government and are classified
as  available-for-sale.  As of December 31, 2008,  all of the  Company's  $171.1
million long-term  investment  balance was invested in auction rate student loan
educational bonds. The investments typically have an interest reset provision of
35 days with contractual maturities that range from 6 to 39 years as of December
31, 2008.  At the reset date the Company has the option to roll the  investments
and reset the interest rate or sell the  investments in an auction.  The Company
receives the par value of the investment plus accrued interest on the reset date
if the underlying investment is sold. The majority, (approximately 96.1% at par)
of the underlying  investments is backed by the U.S. government and continues to
hold AAA (or equivalent) ratings from recognized rating agencies.  The remaining
3.9% of the student loan auction rate  securities  portfolio hold AA ratings and
were insurance backed securities.

During the quarter ended March 31, 2008 the Company began experiencing  failures
in the auction  process of auction rate  securities  held by the Company.  As of
December 31, 2008, all of the Company's  auction rate securities were associated
with unsuccessful auctions. Based on the unsuccessful auctions that began during
February 2008 and continued through December 31, 2008, the Company  reclassified
these investments to long-term investments. In addition, the Company recorded an
adjustment to fair value to reflect the lack of liquidity in these securities as
discussed  in more  detail  below.  To date,  there  have been no  instances  of
delinquencies  or  non-payment  of applicable  interest from the issuers and all
partial  calls of  securities by the issuers have been at par value plus accrued
interest.  Investment  income  received is generally  exempt from federal income
taxes and is accrued as earned.  Accrued  interest  income is  included in other
current assets in the consolidated balance sheet.

The  Company  was  required  to  estimate  the fair  value of the  auction  rate
securities applying the guidance in SFAS No. 157, which became effective for the
Company as of January 1, 2008.  Fair value  represents  an  estimate of what the
Company could sell the  investments for in an orderly  transaction  with a third
party as of the December 31, 2008 measurement date although it is not the intent
of the Company to sell such securities at discounted pricing.  Historically, the
fair value of such  investments  was  reported  based on amortized  cost.  Until
auction  failures  began,  the fair value of these  investments  were calculated
using  Level 1  observable  inputs  per SFAS 157 and fair value was deemed to be
equivalent  to amortized  cost due to the  short-term  and  regularly  occurring
auction process.  Based on auction failures  beginning in mid-February  2008 and
continued  failures  through  December 31, 2008,  there were not any  observable
quoted  prices or other  relevant  inputs for  identical or similar  securities.
Estimated fair value of all auction rate security investments as of December 31,
2008 was calculated using  unobservable,  Level 3 inputs, as defined by SFAS 157
due to the lack of observable market inputs specifically related to student loan
auction rate securities.  The fair value of these investments as of the December
31, 2008  measurement  date could not be determined with precision based on lack
of observable market data and could  significantly  change in future measurement
periods.  There were no unrealized gains (losses)  recorded upon the adoption of
SFAS 157 as of January 1, 2008 and all the unrealized  losses as of December 31,
2008, included in other accumulated  comprehensive loss, relate to the Company's
investment in auction rate student loan educational bonds.

The estimated fair value of the  underlying  investments as of December 31, 2008
declined  below  amortized  cost of the  investments,  as a result of  liquidity
issues  in the  auction  rate  markets.  With the  assistance  of the  Company's
financial advisors, fair values of the student loan auction rate securities were
estimated,  on an  individual  investment  basis,  using a discounted  cash flow
approach  to value  the  underlying  collateral  of the trust  issuing  the debt
securities  considering an anticipated estimated outstanding average life of the
underlying  student loans (range of two to ten years) that are the collateral to
the  trusts,  principal  outstanding,  expected  rates of  returns,  and  payout
formulas. These underlying cash flows, by individual investment, were discounted
using interest rates consistent with instruments of similar quality and duration
with an  adjustment  for a higher  required  yield for lack of  liquidity in the
market for these  auction  rate  securities  (range of  1.0%-8.4%).  The Company
obtained an understanding of assumptions in models used by third party financial
institutions  to estimate fair value and  considered  these  assumptions  in the
Company's cash flow models but did not  exclusively use the fair values provided
by financial institutions based on their internal modeling. The Company is aware
that trading of student loan auction rate  securities  is occurring in secondary
markets, which were considered in the Company's fair value assessment,  although
the Company has not listed any of its assets for sale on the  secondary  market.
As a result of the fair value measurements, the Company recognized an unrealized
loss and  reduction to  investments,  of $8.6  million,  net of tax,  during the


                                       F-11
<PAGE>

twelve month period ended December 31, 2008.  There was not any unrealized  loss
on investments as of December 31, 2007 as the auctions had functioned  regularly
through that date. The unrealized loss of $8.6 million, net of tax, was recorded
as an  adjustment  to other  accumulated  comprehensive  loss.  The  fair  value
adjustment  did not have any impact on the Company's  consolidated  statement of
income for the year ended  December 31, 2008.  There were not any realized gains
or losses related to these  investments  for the years ending December 31, 2008,
2007 and 2006 other than related to the settlement agreement discussed below.

During the third and fourth quarters of 2008, various financial institutions and
respective  regulatory   authorities  announced  proposed  settlement  terms  in
response  to  various   regulatory   authorities   alleging  certain   financial
institutions  misled  investors  regarding the liquidity  risks  associated with
auction rate securities that the respective financial  institutions  underwrote,
marketed and sold.  Further the respective  regulatory  authorities  alleged the
respective financial institutions  misrepresented to customers that auction rate
securities were safe,  highly liquid  investments  that were comparable to money
markets.  Certain  settlement  agreements  were finalized  prior to December 31,
2008.  In  general,  approximately  96.1%  (at par  value) of our  auction  rate
security  investments  were not  covered  by the  terms of the  above  mentioned
settlement  agreements.  The  focus of the  initial  settlements  was  generally
towards individuals,  charities,  and businesses with small investment balances,
generally  holdings of $25 million and less. As part of the general terms of the
settlements,  the respective financial institutions have agreed to provide their
best efforts in providing  liquidity to the auction rate  securities  market for
investors not specifically  covered by the terms of the respective  settlements.
Such  liquidity   solutions  could  be  in  the  form  of  facilitating   issuer
redemptions,  resecuritizations,  or other means.  The Company can not currently
project when  liquidity  will be obtained from these  investments,  and plans to
continue to hold such securities until the securities are called,  redeemed,  or
resecuritized by the debt issuers.

The  remaining  3.9% (at par value)  was  specifically  covered by a  settlement
agreement which the Company signed during the fourth quarter of 2008. By signing
the settlement agreement the Company relinquished its rights to bring any claims
against  the  financial  institution  as well as its  right  to serve as a class
representative or receive benefits under any class action.  Further, the Company
no longer has the sole  discretion  and right to sell or  otherwise  dispose of,
and/or  enter  orders in the  auction  process  with  respect to the  underlying
securities. As part of the settlement, the Company obtained a put option to sell
the  underlying  securities to the financial  institution  which is  exercisable
during the period  starting on June 30, 2010  through  July 2, 2012 plus accrued
interest.  Should the  financial  institution  sell or otherwise  dispose of our
securities the Company will receive the par value of the securities plus accrued
interest  one business day after the  transaction.  Upon signing the  settlement
agreement  the  Company no longer  maintains  the intent and ability to hold the
underlying  securities for recovery of the temporary  decline in fair value. The
Company  also  acquired  an asset,  a put option that is to be valued as a stand
alone financial instrument separate from the underlying  securities.  The amount
deemed as a loss due to temporary  impairment of securities  was not  materially
different  from the amount of the gain  recorded to recognize  the fair value of
the put option  acquired as part of the settlement.  As such,  there was not any
material  impact to the  Company's  consolidated  statement  of  income  for the
signing of this settlement agreement. The estimated fair value of the put option
combined  with the  estimated  fair value of the  underlying  securities,  as of
December  31,  2008 is par  value  of the  securities.  The par  value  of these
securities is included in long-term  investments  per the  consolidated  balance
sheet.

The  Company  has  evaluated  the  unrealized  loss,  on  securities  other than
securities  covered by the  settlement  agreement  discussed  above to determine
whether this  decline is other than  temporary.  Management  has  concluded  the
decline in fair value to be temporary based on the following considerations.

     o    Current market  activity and the lack of severity or extended  decline
          do not warrant such action at this time.
     o    During June 2008, the Company received $1.1 million as the result of a
          partial  call by an issuer.  The  Company  received  par value for the
          amount of the call plus accrued interest.
     o    During third  quarter of 2008,  the Company  received  $8.0 million in
          calls by the underlying  issuers.  The Company  received par value for
          the amount of the call plus accrued interest.
     o    During the fourth quarter of 2008,  the Company  received $9.5 million
          in calls by the underlying issuers. The Company received par value for
          the amount of the call plus accrued interest.
     o    Based on the Company's  financial  operating  results,  operating cash
          flows and debt free  balance  sheet,  the  Company has the ability and
          intent to hold such securities until recovery of the unrealized loss.
     o    There have not been any significant changes in  collateralization  and
          ratings of the underlying  securities  since the first failed auction.
          The  Company  continues  to hold 96.1% of the  auction  rate  security
          portfolio in senior positions of AAA (or equivalent) rated securities.

                                       F-12
<PAGE>

     o    The  Company  is not  aware of any  changes  in  default  rates of the
          underlying student loans that are the assets to the trusts issuing the
          auction rate security debt.
     o    Currently  there is  legislative  pressure  to  provide  liquidity  in
          student loan  investments,  providing  liquidity to state student loan
          agencies,  to continue  to provide  financial  assistance  to eligible
          students to enable higher educations. This has the potential to impact
          existing securities with underlying student loans.
     o    As individual  trusts that are the issuers of the auction rate student
          loan debt,  which the Company  holds,  continue to pay higher  default
          rates of interest,  there is the potential that the  underlying  trust
          would seek  alternative  financing and call the existing debt at which
          point it is  estimated  the  Company  would  receive  par value of the
          investment.
     o    All  of  the  auction  rate   securities   are  held  with   financial
          institutions  that have agreed in principle to  settlement  agreements
          with various regulatory  agencies to provide  liquidity.  Although the
          principles of the  respective  settlement  agreements  focus mostly on
          small  investors  (generally  companies and individual  investors with
          auction rate security  assets less than $25 million),  the  respective
          settlements  state the financial  institutions  will work with issuers
          and other  interested  parties  to use their  best  efforts to provide
          liquidity  solutions  to  companies  not  specifically  covered by the
          principle  terms of the  respective  settlements by the end of 2009 in
          certain settlement agreements.

In addition to the items noted above,  the Company has the intent and ability to
hold these  investments  until recovery,  therefore there was not any other than
temporary impairment recorded on these investments.  Management will monitor its
investments   and  ongoing  market   conditions  in  future  periods  to  assess
impairments  considered to be other than temporary.  Should estimated fair value
continue  to remain  below cost or the fair value  decrease  significantly  from
current fair value due to credit related issues,  the Company may be required to
record an impairment of these investments,  through a charge in the consolidated
statement of income.

The table  below  presents  a  reconciliation  for all  assets  and  liabilities
measured  at fair value on a  recurring  basis  using  significant  unobservable
inputs (Level 3) during the year ended December 31, 2008.

                                                            Available-for-sale
       Level 3 Fair Value Measurements                      debt securities (1)
                                                              (in thousands)

       Balance, December 31, 2007                              $        --
       Purchases, sales, issuances, and settlements                  (6,682)
       Transfers in to Level 3                                      186,427
       Total gains or losses (realized/unrealized):
          Included in net income                                        --
          Included in other comprehensive loss, net of tax           (8,623)
                                                               -------------
       Balance, December 31, 2008                              $    171,122
                                                               =============

     (1) Available-for-sale auction rate securities had observable market inputs
and were  valued at  amortized  cost at  December  31,  2007  based on  regular,
successful  auctions.  Based on  unsuccessful  auctions  during  the year  ended
December 31, 2008,  the fair value of these  securities  was changed to modeling
techniques, as described previously, using unobservable market inputs.

The  amortized  cost and fair value of  investments  at  December  31,  2008 and
December 31, 2007 were as follows:

                                               Gross       Gross
                                  Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains       Losses       Value
December 31, 2008:                               (in thousands)
  Current:
  Municipal bonds                 $     241   $     -    $      -    $     241

  Long-term:
    Auction rate student loan
      educational bonds             180,000         -       (8,878)    171,122
                                  ---------  ----------  ---------   ---------
                                  $ 180,241  $      -    $  (8,878)  $ 171,363
                                  =========  ==========  =========   =========

                                       F-13
<PAGE>

December 31, 2007:
  Current:
  Municipal bonds                 $     517  $      -    $      -    $     517
    Auction rate student loan
      educational bonds             186,427         -           -      186,427
                                  ---------  ----------  ---------   ---------
                                  $ 186,944  $      -    $      -    $ 186,944
                                  =========  ==========  =========   =========

The contractual maturities of the available-for-sale securities at December 31,
2008 are as follows:

         Due within one-year                                  $        241
         Due after one year through five years                          -
         Due after five years through ten years                      2,961
         Due after ten years through September 1, 2047             168,161
                                                              ------------
                                                              $    171,363
                                                              ============
6.   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 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.

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

                                                      2008         2007
                                                   ---------     ---------
                                                       (in thousands)
Deferred income tax assets:
  Allowance for doubtful accounts                  $     292     $     305
  Accrued expenses                                     6,837         6,548
  Insurance accruals                                  28,187        23,941
  Unrealized loss on available-for-sale
    investments                                        3,108           -
  Indirect tax benefits of FIN48 tax accruals          8,037         8,987
  Other                                                   80          (351)
                                                   ---------     ---------
  Total gross deferred tax assets                     46,541        39,430
Less valuation allowance                              (2,854)          -
                                                   ---------     ---------
      Net deferred tax assets                         43,687        39,430
                                                   ---------     ---------
Deferred income tax liabilities:
    Property and equipment                           (65,752)      (59,557)
                                                   ---------     ---------
     Net deferred tax liability                    $ (22,065)    $ (20,127)
                                                   =========     =========

The Company has recorded a valuation  allowance  of $2.9 million  related to the
Company's  deferred tax asset  associated  specifically  with the  write-down of
auction rate  securities  to fair market  value.  This  valuation  allowance was
recorded  as the  Company  does not have  historical  capital  gains nor does it
expect to generate  capital gains  sufficient to utilize the entire deferred tax
asset generated by the fair value  adjustment.  As the fair value adjustment was
recorded through accumulated other comprehensive loss, the associated  valuation
allowance was also recorded through  accumulated other  comprehensive  loss. The
above mentioned  allowance did not impact the  consolidated  statement of income
for the year ended  December 31, 2008.  The Company has not recorded a valuation
allowance against any other deferred tax assets. In management's  opinion, it is
more likely than not that the Company will be able to utilize these deferred tax
assets in future periods as a result of the Company's  history of profitability,
taxable income, and reversal of deferred tax liabilities.



                                       F-14
<PAGE>


The income tax provision is as follows:
                                                2008        2007        2006
                                              ---------   ---------   ---------
Current income taxes:                                  (in thousands)
Federal                                       $  31,445   $  37,800   $  35,821
State                                             3,474       6,271       7,056
                                              ---------   ---------   ---------
                                                 34,919      44,071      42,877
                                              ---------   ---------   ---------
Deferred income taxes:
Federal                                           2,197        (746)      4,758
State                                                (5)      1,240         343
                                              ---------   ---------   ---------
                                                  2,192         494       5,101
                                              ---------   ---------   ---------
Total                                         $  37,111   $  44,565   $  47,978
                                              =========   =========   =========

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

                                                2008        2007        2006
                                              ---------   ---------   ---------
                                                       (in thousands)
Federal tax at statutory rate (35%)           $  37,478   $  42,257   $  47,302
State taxes, net of federal benefit               2,019       5,515       4,809
Non-taxable interest income                      (2,884)     (3,451)     (4,039)
Other                                               498         244         (94)
                                              ---------   ---------   ---------
                                              $  37,111   $  44,565   $  47,978
                                              =========   =========   =========

As stated in Note 2 above,  the  Company  adopted  SAB 108 by  recording a $15.9
million  cumulative  adjustment  to  retained  earnings  during  the year  ended
December 31, 2006. 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.

The  Company  recognized  additional  tax  liabilities  of $4.8  million  with a
corresponding  reduction to beginning retained earnings as of January 1, 2007 as
a result of the adoption of FIN 48. The total amount of gross  unrecognized  tax
benefits was $25.2 million as of January 1, 2007, the date of adoption and $25.7
million at December 31, 2007.  At December 31, 2008,  the Company had a total of
$22.9 million in gross unrecognized tax benefits.  Of this amount, $14.9 million
represents the amount of  unrecognized  tax benefits that, if recognized,  would
impact our effective tax rate.  Unrecognized tax benefits were a net decrease of
approximately  $2.7 million  during the year ended December 31, 2008, due mainly
to the expiration of certain  statutes of limitation net of additions.  This had
the effect of reducing the effective  state tax rate during 2008.  The total net
amount of accrued interest and penalties for such  unrecognized tax benefits was
$12.3 million at December 31, 2008 and $11.9 million at December 31, 2007 and is
included in income taxes payable.  Net interest and penalties included in income
tax  expense  for the  twelve  month  period  ended  December  31,  2008  was an
additional tax expense of approximately $0.4 million. Net interest and penalties
included in income tax expense for the twelve month  period  ended  December 31,
2007 was an  additional  tax expense of $1.5  million.  These  unrecognized  tax
benefits relate to risks  associated with state income tax filing  positions for
the Company's corporate subsidiaries.

A reconciliation of the beginning and ending amount of unrecognized tax benefits
is as follows:

                                                                (in thousands)
Balance at December 31, 2007                                     $     25,676
Additions based on tax positions related to current year                  300
Additions for tax positions of prior years                                145
Reductions for tax positions of prior years                                -
Reductions due to lapse of applicable statute of limitations           (3,136)
Settlements                                                                -
                                                                 ------------
Balance at December 31, 2008                                     $     22,985
                                                                 ============

                                       F-15
<PAGE>

A number of years may elapse  before an  uncertain  tax  position is audited and
ultimately  settled.  It is  difficult  to predict the  ultimate  outcome or the
timing of resolution for uncertain tax positions. It is reasonably possible that
the amount of unrecognized tax benefits could significantly increase or decrease
within the next twelve months. These changes could result from the expiration of
the statute of limitations,  examinations or other unforeseen circumstances.  As
of December  31,  2008,  the Company  did not have any ongoing  examinations  or
outstanding  litigation  related to tax matters  although  there will be a state
examination  conducted during 2009. At this time,  management's best estimate of
the reasonably  possible change in the amount of gross unrecognized tax benefits
to be a decrease of  approximately  $3.0 to $4.0 million  during the next twelve
months  mainly due to the  expiration  of certain  statute of  limitations.  The
federal statute of limitations remains open for the years 2005 and forward.  Tax
years 1998 and forward are subject to audit by state tax  authorities  depending
on the tax code of each state.

7.   Related Party Transactions

Prior to moving into the new corporate  headquarters  in July 2007,  the Company
leased two office  buildings  and a storage  building  from its chief  executive
officer under a lease which provided for monthly rentals of approximately  $0.03
million 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
approximately  $0.025  million to  approximately  $0.03  million.  The lease was
terminated in July 2007 with no penalties for early termination. During 2008 the
Company   rented   storage  space  from  its  chief   executive   officer  on  a
month-to-month  lease. The rental space was no longer rented as of September 30,
2008. In the opinion of management,  the rates paid are comparable to those that
could be  negotiated  with a third  party.  There were not any  amounts  due and
outstanding under these leases as of December 31, 2008 and 2007.

Rent expense paid to the Company's chief  executive  officer for the years ended
December 31,  2008,  2007 and 2006 was $0.04  million,  $0.1  million,  and $0.3
million,   respectively.   Rent  expense  is  included  in  rent  and  purchased
transportation per the consolidated statements of income.

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 $1.25 million.  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.

The Company  acquired a new  corporate  headquarters  and shop facility from its
chief  executive  officer  on July  12,  2007 for  $15.4  million.  This  amount
represents the actual cost of the facilities.  This  transaction was consummated
to  facilitate  a  like-kind  exchange  for the  benefit of the  Company and was
approved by the Board of Directors.

8.   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 $0.5 million to $1.0 million for
each claim occurring on or after 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 $0.5  million to $1.0  million for each claim  occurring on or after
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 $0.7 million into
a trust  fund as part of the  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 were no outstanding balances due on
the letters of credit at December 31, 2008 or 2007.

Accident and workers' compensation  accruals include the estimated  settlements,
settlement expenses and an estimate for claims incurred but not yet reported for


                                       F-16
<PAGE>

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. These accruals are recorded on an undiscounted basis.

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.

9.   Stockholders' Equity

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
reflect the stock split for all periods presented.

In September,  2001, the Board of Directors of the Company  authorized a program
to repurchase 15.4 million shares, adjusted for stock splits after the approval,
of the Company's  common stock in open market or negotiated  transactions  using
available cash and cash equivalents.  In 2008, 2007 and 2006, respectively,  2.7
million, 1.3 million, and 0.2 million shares were repurchased in the open market
and pursuant to a trade plan under Rule 10b5-1,  and retired.  The authorization
to  repurchase  remains  open at December 31, 2008 and has no  expiration  date.
Approximately  9.6 million shares remain  authorized  for  repurchase  under the
Board of Director's approval.

On March 7, 2002, the principal  stockholder  awarded  approximately 0.2 million
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
vested over a five-year period subject to restrictions on transferability and to
forfeiture in the event of termination of employment.  Any forfeited shares were
returned to the  principal  stockholder.  The fair market value of these shares,
approximately  $2.0  million  on  the  date  of  the  award,  was  treated  as a
contribution of capital and was amortized on a straight-line basis over the five
year vesting period as compensation  expense (see Note 2). Compensation  expense
of  approximately  $0.01 million and $0.4 million was  recognized  for the years
ended December 31, 2007 and 2006  respectively and there was no such expense for
the year ended  December 31, 2008.  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 years ended December 31, 2008, 2007 and 2006.

During the years ended December 31, 2008,  2007 and 2006 the Company's  Board of
Directors  declared  regular  quarterly  dividends  totaling $7.6 million,  $7.8
million and $7.4  million,  respectively.  The Company  paid a one-time  special
dividend of $196.5 million during the second quarter of 2007.  Future payment of
cash  dividends  and the amount of such  dividends  will depend  upon  financial
conditions, results of operations, cash requirements, tax treatment, and certain
corporate law  requirements,  as well as factors deemed relevant by our Board of
Directors.

10.  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
$1.3, million, $1.4 million, and $1.4 million, for the years ended December 31,
2008, 2007, and 2006, respectively.

11.  Commitments and Contingencies

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.

During 2008 the Company  entered into a commitment  for a tractor fleet upgrade.
The  commitment is expected to include the purchase of  approximately  1,600 new
tractors at a total estimated purchase commitment,  net of trade value of traded
tractors of  approximately  $80  million.  The delivery of the  equipment  began
during  the  quarter  ended  September  30,  2008 and is  expected  to  continue


                                       F-17
<PAGE>

throughout  2009.  As of December  31, 2008 the  Company had  approximately  $55
million of this net  commitment  remaining of which the Company had $2.3 million
of  equipment  purchases  recorded in accounts  payable and accrued  liabilities
related to unpaid  delivered  equipment.  The remaining net  commitment of $52.7
million relates to undelivered equipment as of December 31, 2008. There were not
any other purchase commitments at December 31, 2008.

12.  Quarterly Financial Information (Unaudited)

                                    First      Second       Third       Fourth
                                  ---------   ---------   ---------   ----------
                                      (In Thousands, Except Per Share Data)
Year ended December 31, 2008
  Operating revenue               $ 149,049   $ 164,592   $ 169,935   $ 142,024
  Operating income                   19,759      20,910      28,621      28,657
  Income before income taxes         22,622      23,146      30,564      30,746
  Net income                         14,663      17,231      18,723      19,352
  Earnings per share                   0.15        0.18        0.19        0.20

Year ended December 31, 2007
  Operating revenue               $ 143,429   $ 149,103   $ 146,575   $ 152,786
  Operating income                   31,288      28,070      26,509      24,583
  Income before income taxes         34,604      30,976      28,250      26,905
  Net income                         22,553      19,841      17,145      16,631
  Earnings per share                   0.23        0.20        0.18        0.17


13.  Subsequent Events

Subsequent to December 31, 2008, the Company has repurchased  approximately  1.8
million shares of common stock for an aggregate  purchase price of approximately
$23.9 million.

Subsequent  to December  31, 2008 the Company has  contracted  with an unrelated
third  party to hedge  forecasted  future cash flows  related to fuel  purchases
associated with fuel consumption not covered by fuel surcharge  agreements.  The
hedged  forecasted  future cash flows was transacted  through the use of certain
swap  investments.  The Company has  implemented  the provisions of Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities",  ("SFAS 133"),  and has designated such hedges as cash
flow hedges. Under the guidance of SFAS 133, the Company will record an asset or
liability for the fair value of the hedging  instrument  each  reporting  period
with the change in the effective  portion of the hedging  instrument (as defined
by SFAS 133) included in other  comprehensive  income (loss) and any ineffective
portion of the hedging  instrument  (as defined by SFAS 133)  recognized  in the
statement of income as a component  of fuel  expense.  The hedging  strategy was
implemented  mainly to reduce  the  Company's  exposure  to  significant  upward
movements  in  diesel  fuel  prices  related  to  fuel  consumed  by  empty  and
out-of-route miles and truck engine idling time which is not recoverable through
fuel surcharge agreements.
















                                      F-18
<PAGE>


           SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      (In Thousands, Except Per Share Data)

           Column A              Column B        Column C      Column D Column E
--------------------------------------------------------------------------------
                                                Charges To
                                           --------------------
                                Balance At    Cost                       Balance
                                                                            at
                                Beginning     And       Other    Deduc-  End of
         Description            of Period   Expense   Accounts   tions   Period
--------------------------------------------------------------------------------
Allowance for doubtful accounts:
Year ended December 31, 2008      $ 775      $ 192     $   -     $ 192    $ 775
Year ended December 31, 2007        775         44         -        44      775
Year ended December 31, 2006        775        221         -       221      775






























                                      S-1

<PAGE>

Exhibit No. 21




                         Subsidiaries of the Registrant

                                                         State of Incorporation

Heartland Express, Inc.                         Parent             NV

A & M Express, Inc.                             Subsidiary         TN

Heartland Express, Inc. of Iowa                 Subsidiary         IA

Heartland Express Maintenance Services, Inc.    Subsidiary         IA

Heartland Express Services, Inc.                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  most recent fiscal  quarter (the  registrant's
               fourth fiscal  quarter in the case of an annual  report) 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 24, 2009

                                                    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  most recent fiscal  quarter (the  registrant's
               fourth fiscal  quarter in the case of an annual  report) 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 24, 2009

                                               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, 2008,  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 24, 2009                             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, 2008,  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 24, 2009                        By:  /s/ John P. Cosaert
                                                    --------------------
                                                John P. Cosaert
                                                Executive Vice President-Finance
                                                and Chief Financial Officer







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