2

                       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, 2005
                                       OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from                    To                    .
                                     -------------------   -------------------

                         Commission file number 0-15087

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

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

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

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

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

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

    Common stock, $0.01 par value                The NASDAQ National Market


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
YES [ X ]    NO  [    ]

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

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

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

The aggregate market value of voting common stock held by  non-affiliates of the
registrant as of June 30, 2005 was  $860,008,000.  As of February 28, 2006 there
were  73,821,500  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 11, 2006 are incorporated by reference in Part III.


<PAGE>


                                TABLE OF CONTENTS



                                                                      Page
                          Part I
Item 1.  Business                                                       1

Item 1A. Risk Factors                                                   5

Item 1B. Unresolved Staff Comments                                      9

Item 2.  Properties                                                     9

Item 3.  Legal Proceedings                                              9

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

                          Part II

Item 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters                                           10

Item 6.  Selected Financial Data                                       12

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

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

Item 8.  Financial Statements and Supplementary Data                   20

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

Item 9A. Controls and Procedures                                       32

Item 9B. Other Information                                             34

                          Part III

Item 10.  Directors and Executive Officers of the Registrant           34

Item 11.  Executive Compensation                                       34

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

Item 13.  Certain Relationships and Related Transactions               34

Item 14.  Principal Accounting Fees and Services                       34

                          Part IV

Item 15.  Exhibits, Financial Statement Schedule                       35




<PAGE>




                          PART I
ITEM 1. BUSINESS

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

General

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

     Heartland  was  founded by Russell  A.  Gerdin in 1978 and became  publicly
traded in November 1986.  Over the nineteen  years from 1986 to 2005,  Heartland
has grown to $523.8  million in revenue  from $21.6  million  and net income has
increased  to $71.9  million  from $3.0  million.  Much of this  growth has been
attributable  to  expanding  service  for  existing  customers,   acquiring  new
customers,  and continued  expansion of the Company's  operating  regions.  More
information  regarding the Company's revenues,  profits, and assets for the past
three years can be found in our "Consolidated  Balance Sheets" and "Consolidated
Statements of Income" that are included in this report.

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

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

Operations

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

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

                                       1
<PAGE>

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

     Serving the short-to-medium haul market (523-mile average length of haul in
2005) permits the Company to use primarily single,  rather than team drivers and
dispatch most loads directly from origin to destination  without an intermediate
equipment change other than for driver scheduling purposes.

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

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

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

Customers and Marketing

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

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

     The Company's 25, 10, and 5 largest  customers  accounted for 61%, 43%, and
32% of revenue,  respectively,  in 2005. 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 13% of revenue in
2005. No other customer accounted for as much as ten percent of revenue.

Seasonality

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

Drivers, Independent Contractors, and Other Employees

     Heartland relies on its workforce in achieving its business objectives.  As
of December  31,  2005,  Heartland  employed  3,029  persons.  The Company  also
contracted  with  independent  contractors  to  provide  and  operate  tractors.
Independent  contractors  own their own  tractors  and are  responsible  for all
associated expenses,  including financing costs, fuel,  maintenance,  insurance,
and highway use taxes. The Company historically has operated a combined fleet of
company and independent contractor tractors.

                                       2
<PAGE>

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

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

Revenue Equipment

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

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

Fuel

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

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

Competition

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


                                       3
<PAGE>

Safety and Risk Management

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

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

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

Regulation

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

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

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

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


                                       4
<PAGE>

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

Available Information

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

     The Company's Annual Report on Form 10-K,  Quarterly  Reports on Form 10-Q,
Definitive Proxy  Statements,  Current Reports on Form 8-K and other information
filed with the SEC are  available  to the public over the  Internet at the SEC's
website at http://www.sec.gov  and through a hyperlink on the Company's Internet
website, at http://www.heartlandexpress.com.

ITEM 1A.  RISK FACTORS

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

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

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

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

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

Our growth may not continue at historic rates.

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


                                       5
<PAGE>


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

     We have experienced higher prices for new tractors over the past few years,
partially as a result of government regulations applicable to newly manufactured
tractors and diesel engines,  in addition to higher  commodity prices and better
pricing power among  equipment  manufacturers.  More  restrictive  Environmental
Protection Agency, or EPA, emissions  standards for 2007 will require vendors to
introduce  new  engines.  We have  decided  to upgrade  our fleet with  pre-2007
engines  and  other  carriers  may  seek to do the  same,  possibly  leading  to
shortages.  Our business  could be harmed if we are unable to continue to obtain
an adequate supply of new tractors and trailers for these or other reasons. As a
result,  we expect to continue to pay  increased  prices for equipment and incur
additional  expenses and related  financing  costs for the  foreseeable  future.
Furthermore, when we do decide to purchase tractors with post-2007 engines, such
engines are  expected to reduce  equipment  productivity  and lower fuel mileage
and, therefore,  increase our operating expenses. At December 31, 2005, 68.6% of
our tractor  fleet was  comprised of tractors  with  pre-2007  engines that meet
EPA-mandated clean air standards.  Our entire tractor fleet will be comprised of
tractors with such engines by the end of 2006.

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

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

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

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

     Difficulty  in  attracting  or  retaining   qualified  drivers,   including
independent  contractors,  could have a materially  adverse effect on our growth
and  profitability.  Our independent  contractors are responsible for paying for
their own equipment,  fuel, and other operating costs, and significant increases
in these  costs could  cause them to seek  higher  compensation  from us or seek
other  opportunities  within or outside  the  trucking  industry.  In  addition,
competition for drivers,  which is always intense,  continues to increase.  If a
shortage of drivers should continue, or if we were unable to continue to attract
and  contract  with  independent  contractors,  we could be  forced to limit our
growth,  experience an increase in the number of our tractors  without  drivers,
which would lower our profitability, or be required to further adjust our driver
compensation  package.  We have  increased  our driver  compensation  on several
occasions recently, and we are implementing  additional pay increases in certain
areas in 2006.  Increases  in driver  compensation  could  adversely  affect our
profitability if not offset by a corresponding increase in rates.

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

     Our  operations  are regulated and licensed by various U.S.  agencies.  Our
company drivers and independent contractors also must comply with the safety and
fitness  regulations of the United States Department of Transportation,  or 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,   or  DHS,  also  regulate  our  equipment,
operations,  and drivers.


                                       6
<PAGE>

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.

     The DOT,  through the Federal Motor Carrier Safety  Administration  Act, or
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 rules effective  October 1, 2005,
did not  substantially  change  the  existing  rules but are  likely to create a
moderate  reduction in the amount of time available to drivers in longer lengths
of haul, which could reduce equipment  productivity in those lanes. The FMCSA is
studying  rules  relating to braking  distance and on-board data  recorders that
could result in new rules being proposed. We are unable to predict the effect of
any proposed  rules,  but we expect that any such proposed  rules would increase
costs in our industry,  and the on-board  recorders  potentially  could decrease
productivity and the number of people interested in being drivers.

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

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

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

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

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

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

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

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


                                       7
<PAGE>

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 our operations and profitability.  We must continue
to develop  and retain a core group of managers if we are to realize our goal of
expanding  our  operations  and  continuing  our growth.  Failing to develop and
retain a core group of managers  could have a materially  adverse  effect on our
business. The Company has developed a structured business plan and procedures to
prevent  a  long-term  effect  on  future  profitability  due to the loss of key
management employees.

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

     A significant  portion of our revenue is generated from a limited number of
major  customers.  For the year ended  December 31, 2005,  our top 25 customers,
based on revenue, accounted for approximately 61% of our revenue. A reduction in
or termination of our services by one or more of our major  customers could have
a materially adverse effect on our business and operating results.

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

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

Ongoing insurance and claims expenses could significantly reduce our earnings.

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

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

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

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



                                       8
<PAGE>


ITEM 1B. UNRESOLVED STAFF COMMENTS

     None.

ITEM 2.  PROPERTIES

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

     The Company owns  regional  facilities in Ft.  Smith,  Arkansas;  O'Fallon,
Missouri;  Atlanta, Georgia; Columbus, Ohio; Jacksonville,  Florida;  Kingsport,
Tennessee;   Olive  Branch,   Mississippi;   Chester,  Virginia;  and  Carlisle,
Pennsylvania.  The Company leases a facility in Phoenix,  Arizona.  In 2005, the
Company acquired fourteen acres of land in Phoenix, Arizona for the construction
of a new regional operating facility. Construction is scheduled to begin in 2006
and will be financed by cash flows from operations.  A company-owned facility in
Dubois,  Pennsylvania is being leased to an unrelated third party. The agreement
for the  Dubois  property  is in the final  year of a 10 year  term with  annual
minimum  rentals of  $240,000.  The lessee has an  obligation  to  purchase  the
facility  at the end of the lease  term.  A vacant,  company-owned  facility  in
Columbus, Ohio is available for sale or rent.

ITEM 3.  LEGAL PROCEEDINGS

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

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

     During the fourth  quarter of 2005, no matters were  submitted to a vote of
security holders.


















                                       9
<PAGE>


                                     PART II

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

Price Range of Common Stock

     The Company's  common stock has been traded on the NASDAQ  National  Market
under the symbol HTLD, since November 5, 1986, the date of the Company's initial
public  offering.  The  following  table sets forth,  for the  calendar  periods
indicated,  the range of high and low price  quotations for the Company's common
stock as  reported by NASDAQ and the  Company's  dividends  declared  per common
share from  January  1, 2004 to  December  31,  2005.  The prices and  dividends
declared have been restated to reflect a three-for-two stock split on August 20,
2004.

                                                             Dividends Declared
     Period                       High           Low         Per Common Share
Calendar Year 2005
   1st Quarter                  $ 23.11        $ 19.05             $.020
   2nd Quarter                    20.79          17.74              .020
   3rd Quarter                    21.74          18.78              .020
   4th Quarter                    22.18          18.75              .020

Calendar Year 2004
   1st Quarter                  $ 16.76        $ 14.08            $ .013
   2nd Quarter                    18.33          14.79              .013
   3rd Quarter                    18.88          16.87              .020
   4th Quarter                    23.21          17.81              .020

     On January 31, 2006,  the last  reported  sale price of our common stock on
the NASDAQ National Market was $23.29 per share.

     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or  commissions,  and may not  represent  actual  transactions.  As of
January  25,  2006,  the Company  had 230  stockholders  of record of its common
stock. However, the Company estimates that it has a significantly greater number
of stockholders because a substantial number of the Company's shares are held of
record by brokers or dealers for their customers in street names.

Dividend Policy

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

Stock Split

     On July 21, 2004,  the Board of Directors  approved a  three-for-two  stock
split,  affected in the form of a fifty percent stock dividend.  The stock split
occurred on August 20,  2004,  to  shareholders  of record as of August 9, 2004.
This stock split increased the number of outstanding shares to 75.0 million from
50.0 million.  The number of common shares  issued and  outstanding  and all per
share amounts reflect the stock split for all periods presented.

Stock Repurchase

     In September 2001, the Board of Directors  approved the repurchase of up to
5.0 million  shares of Heartland  Express,  Inc.  common stock.  During the year
ended December 31, 2005, 1.2 million shares were  repurchased  for $22.4 million
at approximately  $19.02 per share and the shares were retired. The cost of such
shares  purchased  and  retired  in excess  of their par value in the  amount of
approximately $8.5 million was charged to additional  paid-in capital,  with the
remaining  balance  of  approximately  of  $13.9  million  charged  to  retained
earnings.



                                       10
<PAGE>

Stock Based Compensation

     At December  31, 2005 the Company  has a  restricted  stock award plan.  In
2002, the Company's  president  transferred 136,125 shares to the plan on behalf
of key  employees.  The shares vest over a five year period or upon the death or
disability  of the  recipient.  The plan  shares  are being  amortized  over the
five-year vesting period as compensation expense. Amortized compensation expense
of $363,568, $380,427, and $364,851 for the years ended December 31, 2005, 2004,
and 2003,  respectively,  is recorded in  salaries,  wages,  and benefits on the
statement of income. The unamortized  portion of the stock awards is recorded in
stockholders' equity as unearned compensation.  All unvested shares are included
in the Company's  73.8 million  outstanding  shares.  There are 50,850  unvested
shares as of December  31,  2005.  The Company  does not maintain a stock option
plan for the benefit of officers, employees, and directors.














































                                       11
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

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

                                                                      Year Ended December 31,
                                                               (in thousands, except per share data)
                                         2005          2004           2003           2002           2001
                                      ---------     ----------     ----------     ----------     ----------
Statements of Income Data:
<S>                                   <C>           <C>            <C>            <C>            <C>
Operating revenue                     $ 523,793     $  457,086     $  405,116     $  340,745     $  294,617
                                      ---------     ----------     ----------     ----------     ----------
Operating expenses:
  Salaries, wages, and benefits         174,180        157,505        141,293        109,960         87,643
  Rent and purchased transportation      29,635         36,757         49,988         64,159         65,912
  Fuel                                  123,558         83,263         62,218         43,463         36,355
  Operations and maintenance             14,955         12,939         13,298         12,872         11,548
  Operating taxes and licenses            8,969          8,996          8,403          7,144          6,189
  Insurance and claims                   17,938         16,545          2,187          9,193          7,619
  Communications and utilities            3,554          3,669          3,605          2,957          2,903
  Depreciation                           38,228         29,628         26,534         20,379         17,001
  Other operating expenses, net           8,664         14,226         12,493          8,569          6,828
                                      ---------     ----------     ----------     ----------     ----------
                                        419,681        363,528        320,019        278,696        241,998
                                      ---------     ----------     ----------     ----------     ----------
         Operating income (2)           104,112         93,558         85,097         62,049         52,619
Interest income                           7,373          3,071          2,046          2,811          4,435
                                      ---------     ----------     ----------     ----------     ----------
Income before income taxes              111,485         96,629         87,143         64,860         57,054
Income taxes                             39,578         34,183         29,922         22,053         19,398
                                      ---------     ----------     ----------     ----------     ----------
Net income (2)                        $  71,907     $   62,446     $   57,221     $   42,807     $   37,656
                                      =========     ==========     ==========     ==========     ==========
Weighted average shares
outstanding (1)                          74,344         75,000         75,000         75,000         75,000
                                      =========     ==========     ==========     ==========     ==========
Earnings per share (1) (2)            $    0.97     $     0.83     $     0.76     $     0.57     $     0.50
                                      =========     ==========     ==========     ==========     ==========
Dividends per share (1)               $   0.080     $    0.067     $    0.027     $        -     $        -
                                      =========     ==========     ==========     ==========     ==========

Balance Sheet data:
Net working capital                   $ 271,263     $  242,472     $  186,648     $  146,297     $   147,904
Total assets                            573,508        517,012        448,407        373,108         314,238
Stockholders' equity                    433,252        389,343        331,516        275,930         232,789
</TABLE>

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

(1)  Periods 2001 through 2004 have been  adjusted to reflect the  three-for-two
     stock split.
(2)  Effective  July  1,  2005,  the  Company  adopted  Statement  of  Financial
     Accounting Standard ("SFAS") No. 153, "Exchanges of Non-monetary Assets--An
     Amendment of Accounting Principles Board ("APB") Opinion No. 29, Accounting
     for Non-monetary Transactions" ("SFAS 153"). The prospective application of
     SFAS 153 after June 30, 2005 resulted in the  recognition of gains from the
     trade-in of revenue  equipment  which is offset by  increased  depreciation
     (see note 2 of the notes to consolidated  financial  statements for further
     discussion of SFAS 153).  As a result of SFAS 153,  operating  income,  net
     income,  and earnings per share during 2005  increased  $6.1 million,  $3.9
     million, and $0.05, respectively.



                                       12
<PAGE>






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

Overview

     Heartland Express,  Inc. is a short-to-medium  haul truckload carrier.  The
Company  transports freight for major shippers and generally earns revenue based
on the number of miles per load delivered. The Company provides regional dry van
truckload  services  from eight  regional  operating  centers plus its corporate
headquarters. The Company's eight regional operating centers accounted for 62.8%
of the 2005  operating  revenues.  The Company  expanded  to the Western  United
States in the second  quarter of 2005 with the  opening of a regional  operating
center in  Phoenix,  Arizona.  The  Company  takes  pride in the  quality of the
service that it provides to its customers.  The keys to maintaining a high level
of service are the availability of late-model equipment and experienced drivers.

     Operating  efficiencies  and cost controls are achieved  through  equipment
utilization,  operating a fleet of late model equipment, maintaining an industry
leading driver to non-driver  employee  ratio,  and the effective  management of
fixed and variable  operating costs. At December 31, 2005, the Company's tractor
fleet had an average age of 1.5 years while the trailer fleet had an average age
of 3.2 years. The Company has grown  internally by providing  quality service to
targeted  customers  with a high  density of freight in the  Company's  regional
operating  areas.  In  addition to the  development  of its  regional  operating
centers,  the Company has made five  acquisitions  since 1987.  Future growth is
dependent upon several  factors  including the level of economic  growth and the
related  customer  demand,  the  available  capacity in the  trucking  industry,
potential of  acquisition  opportunities,  and the  availability  of experienced
drivers.

     The  Company  achieved  record  operating  results  during  the year  ended
December 31, 2005. The Company ended the year with operating  revenues of $523.8
million,  including fuel surcharges,  net income of $71.9 million,  and earnings
per share of $0.97 on average  outstanding  shares of 74.3 million.  The Company
posted an 80.1% operating ratio (operating expenses as a percentage of operating
revenues)  and a 13.7% net margin.  The Company  ended the year with cash,  cash
equivalents,  and  short-term  investments  of $287.6  million  and a  debt-free
balance  sheet.  The Company has total assets of $573.5  million at December 31,
2005. The Company achieved a return on assets of 13.2% and a return on equity of
17.5%,  both improvements over 2004. The Company's cash flow from operations for
the year of $104.9 million was 20.0% of operating revenues.

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



                                       13
<PAGE>

Results of Operations

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

                                                Year Ended December 31,
                                          ----------------------------------
                                            2005         2004         2003
                                          --------     --------     --------
Operating revenue                          100.0%       100.0%       100.0%
                                          --------     --------     --------
Operating expenses:
   Salaries, wages, and benefits            33.3%        34.4%        34.9%
   Rent and purchased transportation         5.7          8.0         12.4
   Fuel                                     23.6         18.2         15.4
   Operations and maintenance                2.8          2.8          3.2
   Operating taxes and license               1.7          2.0          2.1
   Insurance and claims                      3.4          3.6          0.5
   Communications and utilities              0.7          0.8          0.9
   Depreciation                              7.3          6.5          6.5
   Other operating expenses, net             1.6          3.2          3.1
                                          --------     --------     ---------
                                            80.1%        79.5%        79.0%
                                          --------     --------     ---------
      Operating income                      19.9%        20.5%        21.0%
Interest income                              1.4          0.7          0.5
                                          --------     --------     ---------
   Income before income taxes               21.3%        21.2%        21.5%
Income taxes                                 7.6          7.5          7.4
                                          --------     --------     ---------
       Net income                           13.7%        13.7%        14.1%
                                          ========     ========     =========

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

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

     Salaries,  wages, and benefits  increased $16.7 million (10.6%),  to $174.2
million in 2005 from $157.5 million in 2004.  These increases were the result of
increased  reliance  on  employee  drivers  due to a  decrease  in the number of
independent  contractors utilized by the Company and a driver pay increase.  The
Company  increased driver pay by $0.03 per mile in the first quarter of 2005 for
the second  consecutive  year.  During the fourth  quarter of 2004,  the Company
implemented additional mileage pay for miles driven in the Northeast corridor of
the United States.  These  increases to driver  compensation  resulted in a cost
increase of approximately  $9.2 million in 2005.  During 2005,  employee drivers
accounted  for 92% and  independent  contractors  8% of the total  fleet  miles,
compared with 88% and 12%, respectively,  in 2004. Workers' compensation expense
decreased $4.0 million (53.0%) to $3.6 million in 2005 from $7.6 million in 2004
due to a decrease in frequency and severity of claims.  Health insurance expense
increased $3.2 million (71.2%) to $7.7 million in 2005 from $4.5 million in 2004
due to an increase in frequency and severity of claims and increased reliance on
employee drivers. The Company plans to implement driver pay increases for select
operating  regions in 2006.  The Company's  salaries,  wages,  and benefits will
increase accordingly in future periods.

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

     Fuel increased  $40.3 million  (48.4%) to $123.6 million in 2005 from $83.3
million  in 2004.  The  increase  is the result of  increased  fuel  prices,  an
increased  reliance on  company-owned  tractors,  and a decrease in fuel economy
associated with the EPA-mandated clean air engines.  The Company's fuel cost per
company-owned  tractor mile increased  39.7% in 2005 compared to 2004. Fuel cost
per mile, net of fuel  surcharge,  increased 12.0% in 2005 compared to 2004. The
Company's  fuel  cost  per  gallon  increased  34.5%  in 2005  compared  to 2004


                                       14
<PAGE>

primarily due to continued  instability in the Middle East and severe hurricanes
in the Gulf Coast  region.  In addition,  the fuel economy for tractors with the
EPA-mandated  clean air  engines  decreased  7.3%.  In 2005,  tractors  with the
EPA-mandated  clean air engine accounted for 47.9% of the miles generated by the
company-owned fleet.

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

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

     Depreciation  increased $8.6 million (29.0%), to $38.2 million in 2005 from
$29.6  million  in 2004.  The  increase  is due to growth  of the  Company-owned
tractor  and  trailer  fleet,  an  increased  cost  of  new  tractors  primarily
associated with the EPA-mandated  clean air engines,  and the  implementation of
SFAS 153 (see  note 2 of the  notes to  consolidated  financial  statements  for
further discussion of SFAS 153). In future periods,  we expect depreciation will
increase as we continue to upgrade  our fleet in  compliance  with  EPA-mandated
engine changes and due to the impact of SFAS 153.

     Other operating expenses decreased $5.6 million (39.1%), to $8.6 million in
2005 from  $14.2  million in 2004.  Other  operating  expenses  consist of costs
incurred for  advertising  expense,  freight  handling,  highway  tolls,  driver
recruiting expenses, administrative costs, and gains on disposal of property and
equipment.  During 2005,  expenses related to freight handling and highway tolls
each  increased  $1.0 million.  For the years ended  December 31, 2005 and 2004,
gains on disposal of property and  equipment  of $8.0 million and $0.2  million,
respectively, are reflected as a reduction of other operating expenses. Included
are gains on trade-ins of revenue  equipment of $6.5 million  resulting from the
implementation  of SFAS 153 (see note 2, of the notes to consolidated  financial
statements  for further  discussion of SFAS 153) and a $1.2 million gain for the
sale of land at the corporate  headquarters.  We expect gains resulting from the
implementation  of SFAS  153 to  continue  in  future  periods.  The  impact  is
dependent upon market values of used revenue equipment at the time of trade-in.

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

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

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

Year Ended December 31, 2004 Compared With Year Ended December 31, 2003

     Operating  revenue  increased $52.0 million  (12.8%),  to $457.1 million in
2004 from $405.1 million in 2003, as a result of the Company's  expansion of its
fleet and customer base as well as improved freight rates and fleet utilization.
Operating  revenue  for  both  periods  was  also  positively  impacted  by fuel
surcharges assessed to the customer base. Fuel surcharge revenue increased $13.2
million to $28.5 million from $15.3 million reported in 2003.

     Salaries,  wages, and benefits  increased $16.2 million (11.5%),  to $157.5
million in 2004 from $141.3 million in 2003.  These increases were primarily the
result of increased reliance on employee drivers due to a decrease in the number
of  independent  contractors  utilized by the Company and a driver pay increase.
The Company increased driver pay by $0.03 per mile in the first quarter of 2004.
In addition,  the Company implemented additional mileage pay for miles driven in
the  Northeast  corridor  of  the  United  States.  These  increases  to  driver
compensation  resulted in a cost increase of approximately $8.4 million.  During
2004, employee drivers accounted for 88% and independent  contractors 12% of the
total fleet miles,  compared with 82% and 18%,  respectively,  in 2003. Workers'
compensation expense decreased $0.9 million (10.9%) to $7.6 million in 2004 from
$8.6 million in 2003. The 2003 period was increased by a $2.9 million adjustment

                                       15
<PAGE>

as a result of an actuarial  review of claims.  Excluding  the 2003  increase to
claims reserves related to the actuarial review,  workers'  compensation expense
increased 35.2% during the year due to an increase in the frequency and severity
of claims.

     Rent and purchased transportation decreased $13.2 million (26.5%), to $36.8
million  in 2004 from  $50.0  million  in 2003.  This  reflected  the  Company's
decreased   reliance   upon   independent   contractors.   Rent  and   purchased
transportation for both periods includes amounts paid to independent contractors
for fuel surcharge.  The Company increased the base mileage rate for independent
contractors  by $0.03 per mile in the first  quarter of 2004.  In addition,  the
Company  implemented  additional  mileage pay for miles driven in the  Northeast
corridor of the United States.  These two increases resulted in additional costs
of approximately $1.0 million.

     Fuel  increased  $21.1 million  (33.8%) to $83.3 million in 2004 from $62.2
million  in 2003.  The  increase  is the result of  increased  fuel  prices,  an
increased  reliance on  company-owned  tractors,  and a decrease in fuel economy
associated with the EPA-mandated clean air engines.  The Company's fuel cost per
company-owned  tractor mile increased  21.7% in 2004 compared to 2003. Fuel cost
per mile,  net of fuel  surcharge,  increased 6.9% in 2004 compared to 2003. The
Company's  fuel  cost  per  gallon  increased  20.4%  in 2004  compared  to 2003
primarily due to instability  in the Middle East. In addition,  the fuel economy
for tractors with the EPA-mandated  clean air engines  decreased 11.0%. In 2004,
tractors with the EPA-mandated clean air engine accounted for 11.6% of the miles
generated by the company-owned fleet.

     Operations and  maintenance  decreased $0.4 million (2.7%) to $12.9 million
in 2004 from $13.3  million in 2003.  The  decrease  is  primarily  related to a
reduction in repair  costs due to the  replacement  of older model  tractors and
trailers.

     Insurance and claims increased $14.4 million (656.3%),  to $16.5 million in
2004 from $2.2 million in 2003. As a result of an actuarial  review,  management
decreased  the amount  accrued for accident  liability  claims by $11.2  million
during  the  fourth  quarter  of 2003.  Excluding  the 2003  decrease  to claims
reserves related to the actuarial review, insurance and claims expense increased
23.8%  during  the  year due to  increased  frequency  and  severity  of  claims
incurred.  Insurance and claims expense will vary from period to period based on
the  frequency  and  severity of claims  incurred  in a given  period as well as
changes in claims  development  trends. The Company is responsible for the first
$1.0  million  on each  accident  claim and also for up to $2.0  million  in the
aggregate  for all accident  claims above $1.0 million for the policy year ended
March 31, 2005.

     Depreciation  increased $3.1 million (11.7%), to $29.6 million in 2004 from
$26.5  million in 2003.  The  increase  is due to an  increase  in the number of
Company-owned  tractors  and  trailers,  a change in salvage  value  assigned to
trailers, and a change to tractor depreciation  methodology.  Effective April 1,
2003,  the Company  decreased  the salvage  value on all trailers to $4,000 from
$6,000.   The  reduction  of  salvage  value  increased   depreciation   expense
approximately  $0.6 million  during 2004.  Effective  June 1, 2004,  the Company
began  depreciating  new tractors by applying the 125% declining  balance to the
book cost of the tractor.  Previously,  the 125%  declining  balance  method was
applied  to  book  cost,  net  of  salvage.  This  change  in  method  increased
depreciation  by  approximately  $1.2 million during the year ended December 31,
2004. In conjunction  with the growth in the  company-owned  tractor fleet,  the
depreciation expense related to new tractors is higher than that associated with
the traded tractors because of the Company's 125% declining balance depreciation
method for tractors.

     Other operating expenses  increased $1.7 million (13.9%),  to $14.2 million
in 2004 from $12.5 million in 2003.  Other operating  expenses  consist of costs
incurred for  advertising  expense,  freight  handling,  highway  tolls,  driver
recruiting expenses, administrative costs, and gains on disposal of property and
equipment.  For the years ended December 31, 2004 and 2003, gains on disposal of
property and equipment of $174,831 and $45,782, respectively, are reflected as a
reduction of other operating expenses. During 2004, advertising expense relating
to driver  recruiting  increased  $0.3  million  compared to 2003 while  freight
handling  and  highway   tolls   increased   $1.4  million  and  $0.2   million,
respectively.

     The  Company's  effective  tax rate was  35.4%  and 34.3% in 2004 and 2003,
respectively.  Income taxes have been provided for at the statutory  federal and
state  rates,  adjusted  for certain  permanent  differences  between  financial
statement  income and income for tax  reporting.  The Company has  experienced a
slight increase in the overall state tax rates.

     Interest  income  increased $1.0 million  (50.1%),  to $3.1 million in 2004
from $2.1 million in 2003. The increase is the result of higher average balances
of cash,  cash  equivalents,  and short-term  investments and higher yields than
2003.

                                       16
<PAGE>

     Adjustments  in the fourth quarter of 2003 to  self-insurance  reserves for
workers'  compensation  and  accident  liability  resulted  in  an  increase  in
operating  income,  net  income and  earnings  per share of $8.3  million,  $5.4
million and $0.07,  respectively,  for the year ended  December  31,  2003.  The
Company's net income for 2004  increased  20.4%  excluding  the 2003  adjustment
related to the actuarial reviews.

Inflation and Fuel Cost

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

     Fuel prices have  remained  high  throughout  2003,  2004,  and 2005,  thus
increasing our cost of operations.  In addition to the increased fuel costs, the
reduced  fuel  efficiency  of the new  engines  has put  additional  pressure on
profitability due to increased fuel consumption.  Competitive  conditions in the
transportation industry, such as lower demand for transportation services, could
affect the Company's ability to obtain rate increases or fuel surcharges.

Liquidity and Capital Resources

     The growth of the Company's  business requires  significant  investments in
new revenue  equipment.  Historically  the Company has been  debt-free,  funding
revenue equipment  purchases with cash flow provided by operations.  The Company
also obtains tractor capacity by utilizing independent contractors,  who provide
a  tractor  and  bear all  associated  operating  and  financing  expenses.  The
Company's  primary source of liquidity for the year ended December 31, 2005, was
net cash provided by operating  activities of $104.9 million  compared to $103.5
million in 2004.  Cash flow from  operating  activities  was 20.0% of  operating
revenues in 2005 compared with 22.6% in 2004.

     Capital expenditures for property and equipment, net of trade-ins,  totaled
$49.2 million for the year during 2005 compared to $43.9 million during 2004. We
currently expect capital  expenditures for revenue equipment,  net of trades, to
be  approximately  $59.3  million in 2006. In addition,  the Company  expects to
begin  construction  of a new  facility  in  Phoenix,  Arizona  in  2006.  These
projected  capital  expenditures  will be funded by cash flows from  operations.
Land to be acquired in North  Liberty,  Iowa for the site of the  Company's  new
corporate  headquarters facility will be funded by the proceeds from the sale of
land at the Company's present corporate headquarters location.

     The Company paid cash  dividends  of $6.0 million in 2005  compared to $4.5
million in 2004. The Company began paying cash dividends in the third quarter of
2003.  The Company  declared a $1.5  million  cash  dividend  in December  2005,
payable on January 3, 2006.

     The Company  paid income taxes of $42.1  million in 2005  compared to $30.5
million in 2004.  The  increase  is  primarily  attributable  to an  increase in
taxable income relating to lower tax depreciation due to the bonus  depreciation
provision that expired on December 31, 2004.

     During  the year  ended  December  31,  2005,  1.2  million  shares  of the
Company's  common  stock were  repurchased  for $22.4  million at  approximately
$19.02 per share. The repurchased shares were subsequently  retired. At December
31, 2005, the Company has 3.8 million shares  remaining  under the current Board
of Director repurchase authorization. Future purchases are dependent upon market
conditions.

     Management  believes the Company has adequate liquidity to meet its current
and  projected  needs.  The Company will  continue to have  significant  capital
requirements  over the  long-term  which are  expected to be funded by cash flow
provided by operations and from existing cash, cash equivalents,  and short-term
investments.  The  Company  ended the year with  $287.6  million  in cash,  cash
equivalents, and short-term investments and no debt. Net working capital for the
year  ended  December  31,  2005  increased  by $28.8  million  over  2004.  The
improvement  in  net  working   capital  helped  mitigate  the  additional  cash


                                       17
<PAGE>

expenditure  for income taxes and stock  repurchases  during 2005.  Based on the
Company's strong financial position, management believes outside financing could
be obtained, if necessary, to fund capital expenditures.

Off-Balance Sheet Transactions

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

Contractual Obligations and Commercial Commitments

     The  following  sets  forth  our  contractual  obligations  and  commercial
commitments  at December  31,  2005.  As of December 31, 2005 the Company has no
debt outstanding.
<TABLE>
<CAPTION>

                                                        Payments due by period
                                    -----------  ----------------   -----------   -----------
Contractual Obligations                Total     Less than 1 year   1 - 3 years   3 - 5 years
                                    -----------  ----------------   -----------   -----------
<S>                                 <C>             <C>             <C>           <C>
Purchase Obligation (1)             $46,805,000     $46,805,000     $        --   $        --

Operating Lease Obligations (2)     $ 1,517,750     $   385,415     $   662,830   $   469,505

Standby letters of credit (3)       $ 2,260,000     $ 2,260,000     $        --   $        --
                                    -----------  ----------------   -----------   -----------
Total                               $50,582,750     $49,450,415     $   662,830   $   469,505
                                    ===========  ================   ===========   ===========
</TABLE>

     (1)  The purchase  obligations  reflect the total  purchase  price,  net of
          trade-in values,  for tractors scheduled for delivery through December
          2006. These purchases are expected to be financed by existing cash and
          short-term investment balances, and with cash flows from operations.

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

     (3)  The   standby   letters  of  credit   are   primarily   required   for
          self-insurance  purposes.  There  are no  outstanding  balances  as of
          December 31, 2005.

Critical Accounting Policies

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

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

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

     *    Revenue is recognized when freight is delivered.
     *    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.


                                       18
<PAGE>

     *    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 assets that are determined not to be realizable.  A valuation
          allowance for deferred income tax assets has not been  established due
          to the profitability of the Company's business.

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

New Accounting Pronouncements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company purchases only high quality liquid  investments.  Primarily all
investments as of December 31, 2005 have an original  maturity or interest reset
date of six months or less. Due to the short term nature of the  investments the
Company is exposed to minimal  market risk related to its cash  equivalents  and
investments.

     The Company has no debt  outstanding as of December 31, 2005 and therefore,
has no market risk related to debt.

     As  of  December  31,  2005,  the  Company  has  no  derivative   financial
instruments to reduce its exposure to diesel fuel price fluctuations.












                                       19
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


             Report of Independent Registered Public Accounting Firm




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


We have  audited  the  accompanying  consolidated  balance  sheets of  Heartland
Express,  Inc. and subsidiaries  (the Company) as of December 31, 2005 and 2004,
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,
2005. In connection with our audits of the consolidated financial statements, we
have also audited the financial  statement  schedule (as listed in Part IV, Item
15(a)(2)  herein).   These  consolidated   financial  statements  and  financial
statement  schedule are the  responsibility  of the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Heartland Express,
Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended December 31, 2005, 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. 153,
Exchanges of Nonmonetary  Assets--an amendment of APB Opinion No. 29, on July 1,
2005.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal  control over  financial  reporting  as of December 31, 2005,  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 March 8, 2006,  expressed an  unqualified  opinion on  management's
assessment of, and the effective  operation of, internal  control over financial
reporting.

                                  /s/ KPMG LLP

Des Moines, Iowa
March 8, 2006





                                       20
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                          December 31,

                     ASSETS                             2005             2004
                                                   -------------    -------------
CURRENT ASSETS
<S>                                                <C>              <C>
   Cash and cash equivalents ...................   $   5,366,929    $   1,610,543
   Short-term investments ......................     282,255,377      256,727,782
   Trade receivables,
     net of allowance for doubtful
     accounts of ...............................      42,860,411       37,102,813
   Prepaid tires and tubes .....................       3,998,430        2,692,090
   Other prepaid expenses ......................         304,667          158,267
   Deferred income taxes .......................      28,721,000       24,964,000
                                                   -------------    -------------
      Total current assets .....................     363,506,814      323,255,495
                                                   -------------    -------------
PROPERTY AND EQUIPMENT
   Land and land improvements ..................      10,643,135        9,543,953
   Buildings ...................................      16,925,821       17,494,255
   Furniture and fixtures ......................       1,042,131        1,210,424
   Shop and service equipment ..................       2,620,031        2,557,654
   Revenue equipment ...........................     250,479,838      222,842,499
                                                   -------------    -------------
                                                     281,710,956      253,648,785
   Less accumulated depreciation ...............      81,204,416       68,973,751
                                                   -------------    -------------
   Property and equipment, net .................     200,506,540      184,675,034
                                                   -------------    -------------

GOODWILL .......................................       4,814,597        4,814,597
OTHER ASSETS ...................................       4,679,974        4,266,725
                                                   -------------    -------------
                                                   $ 573,507,925    $ 517,011,851
                                                   =============    =============

            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued liabilities ....   $  10,572,525    $   9,722,099
   Compensation and benefits ...................      12,629,831       11,151,523
   Income taxes payable ........................       8,064,947        7,918,914
   Insurance accruals ..........................      53,631,471       45,995,442
   Other accruals ..............................       7,345,499        5,995,943
                                                   -------------    -------------
      Total current liabilities ................      92,244,273       80,783,921
                                                   -------------    -------------

DEFERRED INCOME TAXES ..........................      48,012,000       46,885,000
                                                   -------------    -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
   Preferred stock, par value  $.01; authorized
     5,000,000 shares; none issue ..............            --               --
   Common stock, par value $.01; authorized
     395,000,000 shares; issued and
     outstanding: 73,821,500 in 2005 and
     75,000,000 in 2004 ........................         738,215          750,000
   Additional paid-in capital ..................            --          8,510,305
   Retained earnings ...........................     432,952,138      380,906,884
                                                   -------------    -------------
                                                     433,690,353      390,167,189
   Less unearned compensation ..................        (438,701)        (824,259)
                                                   -------------    -------------
                                                     433,251,652      389,342,930
                                                   -------------    -------------
                                                   $ 573,507,925    $ 517,011,851
                                                   =============    =============
</TABLE>

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



                                       21
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                   Years Ended December 31,

                                            2005          2004           2003
                                       -------------  ------------   ------------
<S>                                    <C>            <C>            <C>
Operating revenue ..................   $523,792,747   $457,086,311   $405,116,097
                                       ------------   ------------   ------------
Operating expenses:
   Salaries, wages, and benefits ...    174,180,078    157,505,082    141,292,791
   Rent and purchased transportation     29,634,982     36,757,494     49,988,074
   Fuel ............................    123,557,662     83,262,814     62,218,497
   Operations and maintenance ......     14,955,409     12,939,410     13,297,735
   Operating taxes and licenses ....      8,968,439      8,996,380      8,402,986
   Insurance and claims ............     17,938,170     16,544,050      2,187,537
   Communications and utilities ....      3,554,328      3,668,494      3,604,661
   Depreciation ....................     38,228,334     29,628,157     26,533,937
   Other operating expenses, net ...      8,664,033     14,226,244     12,492,870
                                       ------------   ------------   ------------
                                        419,681,435    363,528,125    320,019,088
                                       ------------   ------------   ------------

   Operating income ................    104,111,312     93,558,186     85,097,009
Interest income ....................      7,372,543      3,070,956      2,045,793
                                       ------------   ------------   ------------
   Income before income taxes ......    111,483,855     96,629,142     87,142,802
Income taxes .......................     39,578,093     34,182,554     29,921,477
                                       ------------   ------------   ------------
   Net income ......................   $ 71,905,762   $ 62,446,588   $ 57,221,325
                                       ============   ============   ============

Earnings per share .................   $       0.97   $       0.83   $       0.76
                                       ============   ============   ============


Weighted average shares outstanding      74,343,969     75,000,000     75,000,000
                                       ============   ============   ============

Dividends declared per share .......   $      0.080   $      0.067   $      0.027
                                       =============  ============   ============

</TABLE>

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







                                       22
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

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

<S>                                     <C>              <C>             <C>               <C>             <C>
Balance, December 31, 2002 ..........         500,000        8,603,762      268,488,971       (1,662,994)     275,929,739
Net income ..........................            --               --         57,221,325             --         57,221,325
Dividends on common stock,
   $0.027 per share .................            --               --         (2,000,000)            --         (2,000,000)
Forfeiture of stock awards ..........            --            (93,457)            --             93,457             --
Amortization of unearned compensation            --               --               --            364,851          364,851
                                        -------------    -------------    -------------    -------------    -------------
Balance, December 31, 2003 ..........         500,000        8,510,305      323,710,296       (1,204,686)     331,515,915
Net income ..........................            --               --         62,446,588             --         62,446,588
Dividends on common stock, $0.067
   per share ........................            --               --         (5,000,000)            --         (5,000,000)
Stock split .........................         250,000             --           (250,000)            --               --
Amortization of unearned compensation            --               --               --            380,427          380,427
                                        -------------    -------------    -------------    -------------    -------------
Balance, December 31, 2004 ..........   $     750,000    $   8,510,305    $ 380,906,884    $    (824,259)   $ 389,342,930
Net income ..........................            --               --         71,905,762             --         71,905,762
Dividends on common stock, $0.080
   per share ........................            --               --         (5,941,459)            --         (5,941,459)
Stock repurchase ....................         (11,785)      (8,492,713)     (13,914,651)            --        (22,419,149)
Forfeiture of stock awards ..........            --            (17,592)          (4,398)          21,990             --
Amortization of unearned compensation            --               --               --            363,568          363,568
                                        -------------    -------------    -------------    -------------    -------------
Balance, December 31, 2005 ..........   $     738,215    $        --      $ 432,952,138    $    (438,701)   $ 433,251,652
                                        =============    =============    =============    =============    =============

</TABLE>

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



















                                       23
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                    -----------------------------------------------
                                                       2005             2004              2003
                                                    -------------   --------------    -------------
OPERATING ACTIVITIES

<S>                                                 <C>              <C>              <C>
Net income ......................................   $  71,905,762    $  62,446,588    $  57,221,325

Adjustments to reconcile to net cash provided
   by operating activities:
   Depreciation and amortization ................      38,248,363       29,648,161       26,553,933
   Deferred income taxes ........................      (2,630,000)       3,469,000        9,497,000
   Amortization of unearned compensation ........         363,568          380,427          364,851
   Gain on disposal of property and equipment ...      (8,031,915)        (174,831)         (45,782)
   Changes in certain working capital items:
     Trade receivables ..........................      (5,757,598)        (266,085)      (3,824,334)
     Prepaid expenses ...........................        (611,060)         186,004        2,175,513
     Accounts payable, accrued liabilities,
       and accrued expenses .....................      11,308,110        7,631,300        3,491,247
     Accrued income taxes .......................         146,033          198,039        1,650,557
                                                    -------------    -------------    -------------
Net cash provided by operating activities .......     104,941,263      103,518,603       97,084,310
                                                    -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment ....       2,309,539          956,731          173,624
Purchases of property and equipment,
   net of trades ................................     (49,155,034)     (43,899,131)     (47,062,344)
Net purchases of municipal bonds ................     (25,527,595)     (92,915,057)     (24,758,061)
Change in other assets ..........................        (433,253)        (173,140)        (627,597)
                                                    -------------    -------------    -------------
Net cash used in investing activities ...........     (72,806,343)    (136,030,597)     (72,274,378)
                                                    -------------    -------------    -------------
FINANCING ACTIVITIES
   Cash dividend ................................      (5,959,385)      (4,495,893)        (998,260)
   Stock repurchase .............................     (22,419,149)            --               --
                                                    -------------    -------------    -------------
   Net cash used in financing actitvities .......     (28,378,534)      (4,495,893)        (998,260)
                                                    -------------    -------------    -------------
Net increase (decrease) in cash and
   cash equivalents .............................       3,756,386      (37,007,887)      23,811,672
CASH AND CASH EQUIVALENTS
Beginning of year ...............................       1,610,543       38,618,430       14,806,758
                                                    -------------    -------------    -------------
End of year .....................................   $   5,366,929    $   1,610,543    $  38,618,430
                                                    =============    =============    =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Income taxes .................................   $  42,061,960    $  30,515,515    $  18,773,920
Noncash investing activities:
   Book value of revenue equipment traded .......   $  27,758,365    $  20,379,184    $   2,338,332

</TABLE>


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

                                       24
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Significant Accounting Policies

Nature of Business:

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

Principles of Consolidation:

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

Use of Estimates:

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

Cash and Cash Equivalents:

     Cash   equivalents  are   short-term,   highly  liquid   investments   with
insignificant  interest  rate risk and  original  maturities  of three months or
less.  Restricted and designated cash and short-term  investments  totaling $4.7
million in 2005 and $4.2 million in 2004 are  classified  as other  assets.  The
restricted  funds  represent  those  required  for  self-insurance  purpose  and
designated  funds that are  earmarked  for a specific  purpose  not for  general
business use.

Short-term Investments:

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

Revenue and Expense Recognition:

     Revenue,  drivers' wages and other direct operating expenses are recognized
when freight is delivered.

Trade Receivables and Allowance for Doubtful Accounts:

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


                                       25
<PAGE>

Property, Equipment, and Depreciation:

     Property and equipment are stated at cost,  while  maintenance  and repairs
are  charged  to  operations  as  incurred.  In  December  2004,  the  Financial
Accounting  Standards  Board ("FASB") issued  Statement of Financial  Accounting
Standards ("SFAS") No. 153, "Exchanges of Non-monetary  Assets--an  amendment of
Accounting  Principles Board ("APB") Opinion No. 29, Accounting for Non-monetary
Transactions"  ("SFAS 153").  See note 2 for details of this adopted  accounting
pronouncement and its impact on property, equipment, and depreciation.

     For presentation  purposes gains on disposals of property and equipment are
recorded as an offset  against  other  operating  expenses.  For the years ended
December 31, 2005,  2004,  and 2003 other  operating  expenses  include gains on
disposals of property  and  equipment of $8.0  million,  $174,831,  and $45,782,
respectively.

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

Lives of the assets are as follows:

                                                 Years
            Land improvements and building        3-30
            Furniture and fixtures                2-3
            Shop and service equipment            3-5
            Revenue equipment                     5-7

Advertising Costs:

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

Goodwill:

     Goodwill  is tested at least  annually  for  impairment  by applying a fair
value  based  analysis.  Management  determined  that no  impairment  charge was
required for the years ended December 31, 2005, 2004, and 2003.

Earnings Per Share:

     Earnings  per share are  based  upon the  weighted  average  common  shares
outstanding  during  each year.  The Company  has no common  stock  equivalents;
therefore, diluted earnings per share are equal to basic earnings per share. All
earnings  per share data  presented  reflect  the  three-for-two  stock split on
August 20, 2004.

Insurance and Claims 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 development and loss adjustment
expenses,  not covered by insurance.  The cost of cargo and BI/PD  insurance and
claims are included in insurance and claims expense, while the costs of workers'
compensation insurance and claims are included in salaries,  wages, and benefits
in the consolidated statements of income.


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.  There  were no  impairment
charges recognized during the years ended December 31, 2005, 2004, and 2003.

Income Taxes:

     The Company uses the asset and liability  method of  accounting  for income
taxes.  Deferred tax assets and  liabilities  are  recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amount of existing  assets and  liabilities  and their  respective tax



                                       26
<PAGE>

basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.

New Accounting Pronouncement:

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), a revision of SFAS No. 123,  "Accounting for Stock Based
Compensation".  SFAS  123R  eliminates  the  ability  to  account  for  employee
share-based compensation  transactions using APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees",   and  generally   requires   instead  that  such
transactions  be accounted  and  recognized  in the statement of income based on
their fair value.  SFAS 123R also  requires  entities to estimate  the number of
forfeitures expected to occur and record expense based upon the number of awards
expected to vest.  The adoption of SFAS 123R,  which will be  effective  for the
Company on January 1, 2006, will not have a material impact on the Company.

Reclassifications:

     Certain reclassifications have been made to prior year financial statements
to conform to the December 31, 2005 presentation.

2.   Adopted Accounting Pronouncement

     In December  2004,  FASB issued SFAS 153 as  discussed  in Note 1. SFAS 153
eliminates the exception from fair value measurement for non-monetary  exchanges
of  similar  productive  assets  in  paragraph  21(b)  of APB  Opinion  No.  29,
Accounting for Non-monetary Transactions,  and replaces it with an exception for
exchanges  that do not have  commercial  substance.  SFAS 153  specifies  that a
non-monetary  exchange has commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the  exchange.  The
Company routinely trades revenue  equipment,  which is considered a non-monetary
transaction.  Gains from the  trade-ins  of revenue  equipment  were  previously
deferred  and  presented  as a  reduction  of the  depreciable  basis of the new
revenue equipment pursuant to APB Opinion No. 29. Effective after June 30, 2005,
such gains are  presented  in the  statement  of income as a reduction  of other
operating  expenses  pursuant to SFAS 153. For the year ended December 31, 2005,
the  implementation  of SFAS 153  resulted in gains from the trade-in of revenue
equipment  of  $6.5  million.  As a  result  of the  higher  depreciable  basis,
depreciation  expense  increased  approximately  $369,000  during the six months
ended December 31, 2005 and depreciation expense will continue to be higher over
the useful life of the revenue equipment obtained from trade-ins.

3.   Concentrations of Credit Risk and Major Customers

     The Company's  major customers  represent the consumer  goods,  appliances,
food products and automotive industries.  Credit is usually granted to customers
on an unsecured  basis. The Company's five largest  customers  accounted for 32%
for the year ended  December 31, 2005 and 33% the years ended  December 31, 2004
and 2003,  respectively.  Operating  revenue from one  customer  exceeded 10% of
total gross revenues in 2005, 2004, and 2003.  Annual revenues for this customer
were  $66.2  million,  $62.7  million,  and $53.3  million  for the years  ended
December 31, 2005, 2004, and 2003, respectively.














                                       27
<PAGE>

4.   Income Taxes

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

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

                                                        2005            2004
                                                    ------------   ------------
Deferred income tax liabilities,
   related to property and equipment                $ 48,012,000   $ 46,885,000
                                                    ============   ============
Deferred income tax assets:
   Allowance for doubtful accounts                  $    306,000   $    306,000
   Accrued expenses                                    6,436,000      5,872,000
   Insurance accruals                                 21,143,000     17,359,000
   Other                                                 836,000      1,427,000
                                                    ------------   ------------
   Deferred income tax assets                       $ 28,721,000   $ 24,964,000
                                                    ============   ============

The income tax provision is as follows:

                                         2005           2004            2003
                                     ------------   ------------   ------------
Current income taxes:
Federal                              $ 37,708,855   $ 27,905,357   $ 18,853,846
State                                   4,499,238      2,808,197      1,570,631
                                     ------------   ------------   ------------
                                       42,208,093     30,713,554     20,424,477
                                     ------------   ------------   ------------
Deferred income taxes:
Federal                                (1,825,000)     4,180,401      9,403,000
State                                    (805,000)      (711,401)        94,000
                                     ------------   ------------   ------------
                                       (2,630,000)     3,469,000      9,497,000
                                     ------------   ------------   ------------
Total                                $ 39,578,093   $ 34,182,554   $ 29,921,477
                                     ============   ============   ============

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

                                         2005           2004            2003
                                     ------------   ------------   ------------

Federal tax at statutory rate (35%)  $ 39,019,349   $ 33,820,200   $ 30,499,981
State taxes, net of federal benefit     2,401,000      1,363,000      1,082,000
Non-taxable interest income            (2,540,000)    (1,045,000)      (675,000)
Other                                     697,744         44,354       (985,504)
                                     ------------   ------------   ------------
                                     $ 39,578,093   $ 34,182,554   $ 29,921,477
                                     ============   ============   ============

     The  Company  has not  recorded  a  valuation  allowance.  In  management's
opinion, it is more likely than not that the Company will be able to utilize its
deferred tax assets in future periods.

5.   Related Party Transactions

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



                                       28
<PAGE>

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

           Year ending December 31:
                              2006      $  331,415
                              2007         331,415
                              2008         331,415
                              2009         331,415
                              2010         138,090
                                         ---------
                                        $1,463,750
                                        ==========

     Rent expense paid to the Company's  president totaled $318,169 for the year
ended December 31, 2005, and $299,625 for the years ended December 31, 2004, and
2003.  In 2005,  the  Company  announced  the  construction  of a new  corporate
headquarters which is expected to be ready for occupancy in 2007. The lease will
be cancelled  upon the  occupancy  of the new  corporate  headquarters  and shop
facility.

     During the year ended December 31, 2003, the Company purchased 8.9 acres of
land at its  headquarters  from the  Company's  president  for  $1,350,000.  The
property was appraised by a third party, and the transaction was approved by the
Board of Directors.

6.   Accident and Workers' Compensation Insurance Liabilities

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

     The Company acts as a self-insurer for workers'  compensation  liability up
to $1.0 million for any individual  claim.  The Company  increased the retention
amount from $500,000 to $1.0 million  effective  April 1, 2005.  Liabilities  in
excess of this amount are assumed by an insurance company. The State of Iowa has
required  the  Company  to  deposit  $700,000  into a trust  fund as part of the
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 $2.3 million in connection with
its liability and workers' compensation insurance arrangements.

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

     Accident and workers'  compensation accruals are based upon individual case
estimates,     including     reserve     development,     and    estimates    of
incurred-but-not-reported  losses based upon past experience. Since the reported
liability  is an  estimate,  the  ultimate  liability  may be more or less  than
reported. If adjustments to previously  established accruals are required,  such
amounts are included in operating  expenses.  During the fourth quarter of 2003,
the Company engaged consulting  actuaries to assist in determining the liability
for self  insurance  reserves for accident  liability and workers'  compensation
claims. As a result of the actuarial  studies,  management  decreased the amount
accrued for accident  liability claims by $11.2 million and increased the amount
accrued for workers'  compensation  claims by $2.9  million.  These  adjustments
resulted in an increase in operating  income,  net income and earnings per share
of $8.3  million,  $5.4 million and $0.07,  respectively,  during the year ended
December 31, 2003.

7.   Stockholders' Equity

     On July 21,  2004 the Board of  Directors  approved a  three-for-two  stock
split,  affected in the form of a fifty percent stock dividend.  The stock split
occurred on August 20, 2004, to  shareholders  of record as of August 9, 2004. A
total of 25.0 million common shares were issued in this transaction.  The effect
of the stock dividends have been recognized  retroactively in the  shareholders'
equity  accounts on the balance  sheet as of December 31, 2005 and 2004,  and in
all the per share data in the accompanying  consolidated  financial  statements,
notes to consolidated financial statements and supplemental data.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to repurchase five million shares of the Company's  Common Stock in open
market or negotiated transactions using available cash and cash equivalents.  In


                                       29
<PAGE>

2005, 1.2 million shares were repurchased and retired.  No shares were purchased
during 2004, and 2003. The authorization to repurchase  remains open at December
31, 2005 and has no expiration date.

     On March 7, 2002, the principal  stockholder  awarded 136,125 shares of his
common stock to key  employees  of the  Company.  These shares had a fair market
value of $14.66 per share on the date of the award.  The shares will vest over a
five-year period subject to restrictions on transferability and to forfeiture in
the event of termination of employment. Any forfeited shares will be returned to
the principal stockholder.  The fair market value of these shares, $1,995,592 on
the date of the award,  was  treated as a  contribution  of capital and is being
amortized  on a  straight-line  basis  over  the five  year  vesting  period  as
compensation expense.  Compensation expense of approximately $364,000, $380,000,
and $365,000 was  recognized  for the years ended  December 31, 2005,  2004, and
2003,  respectively.  The  original  value of  forfeited  shares is treated as a
reduction  of  additional  paid in  capital  and  unearned  compensation  in the
consolidated  statements  of  shareholders'  equity.  There  were  1,500  shares
forfeited  during  the year  ended  December  31,  2005.  There  were no  shares
forfeited in 2004 and 6,375 shares forfeited in 2003.

8.   Profit Sharing Plan and Retirement Plan

     The Company has a retirement  savings  plan (the "Plan") for  substantially
all employees who have  completed one year of service and are 19 years of age or
older.  Employees may make 401(k) contributions subject to Internal Revenue Code
limitations.  The Plan provides for a discretionary  profit sharing contribution
to  non-driver  employees  and  a  matching   contribution  of  a  discretionary
percentage to driver  employees.  Company  contributions  totaled  approximately
$1,096,000,  $1,091,000,  and $824,000,  for the years ended  December 31, 2005,
2004, and 2003, respectively.

9.   Commitments and Contingencies

     As  of  December  31,  2005,  the  Company  had  purchase  commitments  for
additional  tractors with an estimated  purchase price of $46.8 million,  net of
trade-ins,  for delivery  throughout 2006.  Although the Company expects to take
delivery of this  revenue  equipment,  delays in the  availability  of equipment
could occur due to factors beyond the Company's control.

     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 financial statements.
























                                       30
<PAGE>

10.  Quarterly Financial Information (Unaudited)

                                    First      Second      Third        Fourth
                                   --------   ---------   ---------   ---------
                                      (In Thousands, Except Per Share Data)
Year ended December 31, 2005
   Operating revenue              $ 118,677   $ 128,851   $ 136,210   $ 140,054
   Operating income                  22,066      25,281      25,332      31,432
   Income before income taxes        23,402      27,333      27,198      33,552
   Net income                        15,094      17,630      17,542      21,639
   Earnings per share                  0.20        0.24        0.24        0.29

Year ended December 31, 2004
   Operating revenue              $ 106,836   $ 113,512   $ 117,299   $ 119,439
   Operating income                  19,776      23,501      25,660      24,621
   Income before income taxes        20,344      24,153      26,465      25,667
   Net income                        13,122      15,700      17,070      16,555
   Earnings per share (1)              0.18        0.21        0.23        0.22

(1) The above earnings per share data reflect the August 20, 2004  three-for-two
stock split.

           SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

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

Year ended December 31, 2005   $775,000  $ 84,026  $  -    $ 84,026    $775,000
Year ended December 31, 2004    675,000   142,157     -      42,157     775,000
Year ended December 31, 2003    650,000    42,677     -      17,677     675,000


ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCOSURE
         None.















                                       31
<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES

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

     Based on their evaluation as of December 31, 2005, the principal  executive
officer and principal  financial  officer of the Company have concluded that the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Exchange Act) are effective to ensure that the  information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified in Securities  and Exchange  Commission  (the "SEC")
rules and forms.

     Management's  Report on Internal  Control  Over  Financial  Reporting - The
Company's  management is responsible for establishing  and maintaining  adequate
internal control over financial  reporting,  as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and
with the  participation  of our  management,  including our principal  executive
officer and  principal  financial  officer,  we conducted an  evaluation  of the
effectiveness  of our internal  control over  financial  reporting  based on the
framework in Internal Control - Integrated  Framework issued by the Committee of
Sponsoring  Organizations  of the Treadway  Commission  as of December 31, 2005.
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, 2005. Our management's  assessment of
the  effectiveness  of our  internal  control  over  financial  reporting  as of
December 31, 2005 has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their report set forth below.

     Changes in Internal Control Over Financial  Reporting - There was no change
in our internal  control  over  financial  reporting  that  occurred  during the
quarter ended December 31, 2005, that has materially affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.








                                       32
<PAGE>

             Report of Independent Registered Public Accounting Firm



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


We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report on Internal Control Over Financial Reporting under Item 9A,
that Heartland Express, Inc. and subsidiaries (the Company) maintained effective
internal  control over  financial  reporting  as of December 31, 2005,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway  Commission  (COSO).  The
Company's  management is responsible for maintaining  effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

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


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

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

In our  opinion,  management's  assessment  that  Heartland  Express,  Inc.  and
subsidiaries  maintained  effective internal control over financial reporting as
of December 31, 2005,  is fairly  stated,  in all  material  respects,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway Commission (COSO).  Also,
in our opinion,  the Company  maintained,  in all material  respects,  effective
internal  control over  financial  reporting  as of December 31, 2005,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
Heartland  Express,  Inc. and subsidiaries as of December 31, 2005 and 2004, 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, 2005,
and our report  dated March 8, 2006  expressed an  unqualified  opinion on those
consolidated financial statements.

                                  /s/ KPMG LLP

Des Moines, Iowa
March 8, 2006






                                       33
<PAGE>

ITEM 9B. OTHER INFORMATION

         None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  required  by Item 10 of Part III is  presented  under the
items  entitled  "Information  Concerning  Directors  and  Executive  Officers,"
"Section  16(a)  Beneficial  Ownership  Reporting   Compliance,"  "Meetings  and
Independent  Directors," and "Code of Ethics" in the Company's  Definitive Proxy
Statement  for  the  Annual  Meeting  of  Stockholders  on May  11,  2006.  Such
information is incorporated herein by reference.

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.heatlandexpress.com (and in print to any shareholder who requests
them).

ITEM 11. EXECUTIVE COMPENSATION

     The information required by Item 11 of Part III is presented under the item
entitled  "Executive  Compensation" in the Company's  Definitive Proxy Statement
for the Annual  Meeting of  Stockholders  on May 11, 2006.  Such  information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by Item 12 of Part III is presented under the item
entitled  "Security  Ownership of Principal  Stockholders and Management" in the
Company's  Definitive  Proxy Statement for the Annual Meeting of Stockholders on
May 11, 2006. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 13 of Part III is presented under the item
entitled  "Certain  Relationships  and Related  Transactions"  in the  Company's
Definitive  Proxy  Statement for the Annual Meeting of  Stockholders  on May 11,
2006. Such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     The  information  required  by  Item  14 of  Part  III is  presented  under
"Principal  Accounting  Fees and  Services" in the  Company's  Definitive  Proxy
Statement  for  the  Annual  Meeting  of  Stockholders  on May  11,  2006.  Such
information is incorporated herein by reference.












                                       34
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

(a)(2) Financial Statements Schedule

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

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

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

(b) Exhibits.

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

                                  EXHIBIT INDEX


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

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

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

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

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

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



                                       35
<PAGE>



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

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

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

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

  21             Subsidiaries of the Registrant      Filed herewith.

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

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

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


















                                       36
<PAGE>

                                   SIGNATURES

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

                                                HEARTLAND EXPRESS, INC.

Date:  March 8, 2006                            By: /s/ Russell A. Gerdin
                                                    ---------------------
                                                Russell A. Gerdin
                                                President and Chief
                                                Executive Officer
                                                (Principal executive 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, President and Chief
---------------------     Executive Officer and Secretary,
Russell A. Gerdin         (Principal executive officer)            March 8, 2006

/s/ John P. Cosaert       Executive Vice President of Finance,
-------------------       Chief Financial Officer and Treasurer
John P. Cosaert           (Principal accounting and financial
                          officer)                                 March 8, 2006

/s/ Richard O. Jacobson   Director                                 March 8, 2006
-----------------------
Richard O. Jacobson

/s/ Michael J. Gerdin     Vice President of Regional
---------------------     Operations and Director                  March 8, 2006
Michael J. Gerdin

/s/ Benjamin J. Allen     Director                                 March 8, 2006
---------------------
Benjamin J. Allen

/s/ Lawrence D. Crouse    Director                                 March 8, 2006
----------------------
Lawrence D. Crouse











                                       37
<PAGE>

Exhibit No. 21




                         Subsidiaries of the Registrant


                                                         State of Incorporation

        Heartland Express, Inc.             Parent                   NV

        A & M Express, Inc.                 Subsidiary               TN

        Heartland Equipment, Inc.           Subsidiary               NE

        Heartland Express, Inc. of Iowa     Subsidiary               IA





















<PAGE>

Exhibit No. 31.1

                                  Certification


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

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

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

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

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

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

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

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

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

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

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

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


Date: March 8, 2006

                                                   By:  /s/ Russell A. Gerdin
                                                   Russell A. Gerdin
                                                   Chairman, President and
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)


<PAGE>


Exhibit No. 31.2

                                  Certification

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

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

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

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

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

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

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

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

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

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

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

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


Date: March 8, 2006

                                               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, 2005,  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: March 8, 2006                              By: /s/ Russell A. Gerdin
                                                    -----------------------
                                                  Russell A. Gerdin
                                                  Chairman, President 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, 2005,  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: March 8, 2006                              By:  /s/ John P. Cosaert
                                                      --------------------
                                                  John P. Cosaert
                                                  Executive Vice President
                                                  And Chief Financial Officer





                                 END OF REPORT