SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One) The Company's primary customers include retailers, manufacturers, and
third party logistics providers.
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the Fiscal  Year Ended December 31, 1999
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the transition period from__________________To_________________________

Commission file number 0-15087

                             HEARTLAND EXPRESS, INC.

             (Exact name of registrant as specified in its charter)

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

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

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

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

Securities Registered Pursuant to section 12(g) of the Act: $0.01 Par Value
  Common Stock

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

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

The  aggregate  market value of the shares of the  registrant's  $0.01 par value
common stock held by  non-affiliates  of the registrant as of March 15, 2000 was
$159,808,422  (based  upon $13.66 per share being the average of the closing bid
and asked price on that date as reported by NASDAQ).  In making this calculation
the issuer has assumed,  without  admitting for any purpose,  that all executive
officers and directors of the registrant, and no other persons, are affiliates.

The number of shares  outstanding of the Registrant's  common stock as March 15,
2000 was 25,366,582.

DOCUMENTS  INCORPORATED BY REFERENCE:  The information set forth under Part III,
Items 10, 11, 12, and 13 of this Report is  incorporated  by reference  from the
registrant's   definitive  proxy  statement  for  the  1999  annual  meeting  of
stockholders that will be filed no later than April 28, 2000.

                                       1
<PAGE>


                             Cross Reference Index

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

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

Item 2     Properties                                           Page 5 herein

Item 3     Legal Proceedings                                    Page 6 herein

Item 4     Submission of Matters to a Vote of Stockholders      Page 6 herein

                                     Part II

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

Item 6     Selected Financial Data                              Page 7 herein

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

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

Item 8     Financial Statements and Supplementary Data          Page 13 and
                                                                17-27 herein

Item 9     Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure               Page 13 herein

                                    Part III

Item 10    Directors and Executive Officers of the Registrant   Pages 3 to 5 of
                                                                Proxy Statement

Item 11   Executive Compensation                                Pages 6 and 7 of
                                                                Proxy Statement

Item 12   Security Ownership of Certain Beneficial Owners
          and Management                                        Page 9 of
                                                                Proxy Statement

Item 13   Certain Relationships and Related Transactions        Page 5 of Proxy
                                                                Statement

                                     Part IV

Item 14   Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                                   Pages 14
                                                                and 15 herein



     This report  contains  "forward-looking  statements" in paragraphs that are
marked with an  asterisk.  These  statements  are  subject to certain  risks and
uncertainties  that could cause actual results to differ  materially  from those
anticipated.  See "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations-Cautionary   Statement  Regarding   Forward-Looking
Statements" for additional  information and factors to be considered  concerning
forward-looking statements.


                                       2
<PAGE>


                                     PART I
ITEM 1. BUSINESS

General

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

     Heartland  was  founded by Russell  A.  Gerdin in 1978 and became  publicly
traded in November 1986.  Over the thirteen  years from 1986 to 1999,  Heartland
has grown to $261.0  million in revenue  from $21.6  million  and net income has
increased  to $33.1  million  from $3.0  million.  Much of this  growth has been
attributable  to  expanding  service  for  existing  customers,   acquiring  new
customers, and continued expansion of the Company's operating regions.

     In addition to internal growth,  Heartland has completed four  acquisitions
since 1987. These  acquisitions  have enabled Heartland to solidify its position
within  historical  regions,  expand its customer base in the East and Northeast
United States,  and to pursue new customer  relationships  in new markets.  Most
recently,  in July 1997, Heartland increased its Eastern operations by acquiring
A & M Express, Inc. located in Kingsport, Tennessee.

     A & M Express,  Inc. is  predominately  a dry-van  carrier that  operates a
primarily  company-owned  fleet. A & M reported gross revenues of  approximately
$28 million in 1996.  A & M Express  generates a small  portion of its  revenues
from the flat bed market.  The Company is  operating A & M Express as a separate
subsidiary. However, administrative functions are being performed at Heartland's
corporate  headquarters.  The  purchase  of  A  &  M  was  funded  by  cash  and
investments.

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

Operations

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

     The Company's  customer  service  employees are responsible for maintaining
the continuity  between the  customer's  needs and  Heartland's  ability to meet
those needs by  communicating  customer's  expectations to the fleet  management
group.  They are charged with  development of customer  relationships,  ensuring
service  standards,   coordinating  proper  freight-to-capacity  balancing,  and
trailer asset management.

     Transportation  planning  employees  are  responsible  for  daily  tactical
decisions  pertaining  to matching the  Company's  freight with the  appropriate
capacity within geographical  service areas. They assign orders to drivers based
on well-defined  criteria,  such as driver safety and DOT  compliance,  customer
needs and  service  requirements,  equipment  utilization,  driver time at home,
operational efficiency, and equipment maintenance needs.

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

     Serving the short-to-medium haul market (608-mile average length of haul in
1999) permits the Company to use primarily single,  rather than team drivers and
dispatch  most  trailers   directly  from  origin  to  destination   without  an
intermediate equipment change other than for driver scheduling purposes.

                                       3
<PAGE>


     Heartland also operates four specialized regional  distribution  operations
for major customers near Atlanta,  Georgia;  Carlisle,  Pennsylvania;  Columbus,
Ohio; and  Jacksonville,  Florida.  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.
These operations are handled by dispatchers at the regional  locations,  and the
Company uses a centralized computer network and regular communication to achieve
system-wide load coordination.

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

Customers and Marketing

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

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

     The Company's 25, 10, and 5 largest  customers  accounted for 65%, 48%, and
34% of revenue,  respectively,  in 1999. The Company's primary customers include
retailers,  manufacturers, and third party logistics providers. The distribution
of customers  is not  significantly  different  from the  previous  year.  Sears
Logistics  Services  accounted  for 14% of  revenue in 1999.  No other  customer
accounted for as much as ten percent of revenue.

Drivers, Independent Contractors, and Other Personnel

     Heartland's  workforce is an essential ingredient in achieving its business
objectives.  As of December 31, 1999,  Heartland  employed  1,410  persons.  The
Company also  contracted  with  independent  contractors  to provide and operate
tractors. Independent contractors own their own tractors and are responsible for
all  associated   expenses,   including  financing  costs,  fuel,   maintenance,
insurance,  and taxes. The Company historically has operated a balanced fleet of
company and independent contractor tractors. Management believes that a balanced
fleet   compliments  the  Company's   recruiting   efforts  and  offers  greater
flexibility in responding to fluctuations in shipper demand.

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

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


                                       4
<PAGE>


Revenue Equipment

     Heartland's  management  believes that  operating  high-quality,  efficient
equipment is an important part of providing excellent service to customers.  The
Company's  policy is to operate its  tractors  while under  warranty to minimize
repair  and  maintenance  cost  and  reduce  service   interruptions  caused  by
breakdowns.  In  addition,  the  Company's  preventive  maintenance  program  is
designed  to minimize  equipment  downtime,  facilitate  customer  service,  and
enhance  trade  value  when  equipment  is  replaced.  Factors  considered  when
purchasing  new equipment  include fuel  economy,  price,  technology,  warranty
terms, manufacturer support, driver comfort, and resale value.

Competition

     The  truckload  industry is highly  competitive  and includes  thousands of
carriers,  none of which dominates the market.  The Company  competes  primarily
with other truckload carriers, and to a lesser extent with railroads, intermodal
service,  less-than-truckload  carriers, and private fleets operated by existing
and potential  customers.  Although  intermodal and rail service has improved in
recent  years,  such  service  has not  been a  major  factor  in the  Company's
short-to-medium   haul  traffic  lanes   (608-mile   average  length  of  haul).
Historically,  competition  has  created  downward  pressure  on  the  truckload
industry's  pricing  structure.  Management  believes that  competition  for the
freight  targeted by the Company is based  primarily upon service and efficiency
and to a lesser degree upon freight rates.
Regulation

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

     The Company's  operations are subject to various federal,  state, and local
environmental  laws  and  regulations,  implemented  principally  by the EPA and
similar state regulatory agencies, governing the management of hazardous wastes,
other discharge of pollutants  into the air and surface and underground  waters,
and the disposal of certain substances.  Management believes that its operations
are in material  compliance  with current laws and regulations and does not know
of  any  existing   condition  that  would  cause   compliance  with  applicable
environmental  regulations  to have a material  effect on the Company's  capital
expenditures, earnings and competitive position. In the event the Company should
fail to comply with  applicable  regulations,  the  Company  could be subject to
substantial fines or penalties and to civil or criminal liability.

ITEM 2.  PROPERTIES

     Heartland's  headquarters  is located  adjacent to Interstate 80, near Iowa
City,  Iowa. The facilities  include five acres of land, two office buildings of
approximately  25,000  square feet combined and a storage  building,  all leased
from the Company's president and principal stockholder. Company-owned facilities
at this location include three tractor and trailer  maintenance garages totaling
approximately  26,500 square feet, and a safety and service complex  adjacent to
Heartland's  corporate offices.  The adjacent facility provides the Company with
six acres of additional  trailer parking space, a drive-through  inspection bay,
an  automatic  truck wash  facility,  and 6,000  square feet of office space and
driver  facilities.  The  Company  also  owns a motel  located  adjacent  to its
corporate offices, which functions as a motel and driver training center.

     The Company owns  regional  facilities in Ft.  Smith,  Arkansas;  O'Fallon,
Missouri;   Atlanta,  Georgia;   Columbus,  Ohio;  Jacksonville,   Florida;  and
Kingsport,   Tennessee.   The  Company  is  leasing   facilities   in  Carlisle,
Pennsylvania;  Decatur, Illinois; and Rochester, New York. A facility in Dubois,
Pennsylvania  is being  leased to an  unrelated  third  party.  The Company sold
closed  facilities  in  Woodville,  Ohio  and  Monmouth,  Illinois  and a rental
property in Jacksonville, Florida during 1999 to unrelated third parties. Closed
facilities in Monmouth,  Illinois and Forest Park,  Georgia were sold subsequent
to year-end to unrelated third parties.

                                       5
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

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

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

     During the fourth  quarter of 1999, no matters were  submitted to a vote of
securities holders.
                                     PART II

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

                           Price Range of Common Stock

     The Company's  common stock has been traded on the NASDAQ  National  Market
under the symbol HTLD, since November 5, 1986, the date of the Company's initial
public  offering.  The  following  table  sets  forth  for the  calendar  period
indicated the range of high and low price  quotations  for the Company's  common
stock as reported by NASDAQ from January 1, 1998 to December 31,1999.

           Period                        High                 Low
      Calendar Year 1999
         1st Quarter                    $17.75               $13.00
         2nd Quarter                     16.63                13.00
         3rd Quarter                     17.88                13.38
         4th Quarter                     16.63                12.38

      Calendar Year 1998
         1st Quarter                    $29.00               $22.75
         2nd Quarter                     29.00                19.75
         3rd Quarter                     20.25                15.50
         4th Quarter                     20.25                12.38


     The prices reported reflect interdealer quotations without retail mark-ups,
mark-downs or  commissions,  and may not represent  actual  transactions.  As of
March 15, 2000 the Company had 240  stockholders  of record of its common stock.
However,  the Company  estimates that it has a  significantly  greater number of
stockholders  because a substantial  number of the Company's  shares are held of
record by brokers or dealers for their customers in street names.


                                 Dividend Policy

     The Company has never declared and paid a cash dividend.  It is the current
intention of the Company's  Board of Directors to retain earnings to finance the
growth of the Company's business.  Future payments of cash dividends will depend
upon the financial condition,  results of operations and capital requirements of
the Company, as well as other factors deemed relevant by the Board of Directors.


                                       6
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The  selected  consolidated  financial  data  presented  below  reflect the
consolidated  financial position and results of operations of Heartland Express,
Inc., and its subsidiaries. The selected consolidated financial data are derived
from the Company's consolidated  financial statements.  This data should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's  consolidated  financial statements
and notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                    (in thousands, except per share data)
                                          1999         1998         1997         1996         1995
<S>                                    <C>          <C>          <C>          <C>          <C>
                                       ---------    ---------    ---------    ---------    ---------
Income Statement Data:
  Operating revenue ...............    $ 261,004    $ 263,489    $ 262,504    $ 229,011    $ 191,507
                                       ---------    ---------    ---------    ---------    ---------
Operating expenses:
  Salaries, wages, and benefits....       60,258       51,995       49,535       40,261       40,715
  Rent and purchased transportation       90,337      100,089      101,169       93,961       64,043
  Operations and maintenance.......       30,167       26,072       27,739       22,158       21,035
  Taxes and licenses...............        5,935        6,150        6,049        5,693        5,246
  Insurance and claims.............        5,742        6,810       10,404        9,976        7,967
  Communications and utilities.....        2,629        2,684        2,681        2,158        2,562
  Depreciation.....................       16,216       18,108       16,752       13,571       15,066
  Other operating expenses.........        5,941        5,872        5,048        4,534        3,745
  (Gain) on sale of fixed assets...         (928)        (332)         (59)        (189)         (27)
                                       ---------    ---------    ---------    ---------    ---------
                                         216,297      217,448      219,318      192,123      160,352
                                       ---------    ---------    ---------    ---------    ---------
Operating income...................       44,707       46,041       43,186       36,888       31,155
Interest income/(expense), net.....        5,953        4,896        3,782        2,839        1,524
                                       ---------    ---------    ---------    ---------    ---------
Income before income taxes.........       50,660       50,937       46,968       39,727       32,679
Federal and state income taxes.....       17,536       17,828       16,895       14,697       12,094
                                       ---------    ---------    ---------    ---------    ---------
Net income ........................    $  33,124    $  33,109    $  30,073    $  25,030    $  20,585
                                       =========    =========    =========    =========    =========
Basic weighted average shares
outstanding........................       29,360       30,000       30,000       30,000       30,036
                                       =========    =========    =========    =========    =========
Basic earnings per share ..........    $    1.13    $    1.10    $    1.00    $    0.83    $    0.69
                                       =========    =========    =========    =========    =========

Balance sheet data:
Net working capital ...............    $ 111,675    $ 127,989    $  82,170    $  69,845    $  40,780
Total assets ......................    $ 246,494    $ 256,828    $ 225,467    $ 191,504    $ 158,146
Long term debt ....................    $    --      $    --      $    --      $    --      $    --
Stockholders' equity ..............    $ 174,840    $ 186,848    $ 153,739    $ 123,666    $  98,636
</TABLE>


                                       7
<PAGE>


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

General

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

                                                 Year Ended December 31,
                                        --------------------------------------
                                            1999          1998         1997
<S>                                     <C>          <C>           <C>
                                        -----------  ------------  -----------
Operating revenue                          100.0%        100.0%       100.0%
                                        -----------  ------------  -----------
Operating expenses:
  Salaries, wages, and benefits             23.1%         19.7%        18.9%
  Rent and purchased transportation         34.6          38.0         38.5
  Operations and maintenance                11.6           9.9         10.5
  Taxes and licenses                         2.3           2.3          2.3
  Insurance and claims                       2.2           2.6          4.0
  Communications and utilities               1.0           1.0          1.0
  Depreciation                               6.2           6.9          6.4
  Other operating                            2.3           2.2          1.9
  expenses
  (Gain) on sale of fixed assets            (0.4)         (0.1)          -
                                        -----------  ------------  -----------
  Total operating                           82.9%         82.5%        83.5%
  expenses                              -----------  ------------  -----------
    Operating income                        17.1%         17.5%        16.5%
Interest income, net                         2.3           1.9          1.4
                                        -----------  ------------  -----------
    Income before income taxes              19.4%         19.4%        17.9%
Federal and state income taxes               6.7           6.8          6.4
                                        -----------  ------------  -----------
    Net income                              12.7%         12.6%        11.5%
                                        ===========  ============  ===========
</TABLE>

Results of Operations

Year Ended December 31, 1999 Compared With Year Ended December 31, 1998

     Operating  revenue decreased $2.5 million (0.9%), to $261.0 million in 1999
from $263.5  million in 1998.  The  Company's  growth of operating  revenues was
curtailed by the  industry-wide  shortage of  experienced  employee  drivers and
independent contractors.

     Salaries,  wages,  and benefits  increased $8.3 million  (15.9%),  to $60.3
million  in 1999  from  $52.0  million  in 1998.  As a  percentage  of  revenue,
salaries,  wages,  and  benefits  increased to 23.1% in 1999 from 19.7% in 1998.
These increases are the result of increased  reliance on employee  drivers and a
corresponding decrease in miles driven by independent contractors.  In addition,
the Company has  increased  employee  driver pay three times since  September 1,
1998. The increase in employee driver miles was  attributable to internal growth
in the company tractor fleet.  During 1999,  employee drivers  accounted for 51%
and independent  contractors 49% of the total fleet miles, compared with 45% and
55%, respectively, in 1998.

     Rent and purchased  transportation  decreased $9.8 million (9.7%), to $90.3
million in 1999 from $100.1  million in 1998. As a percentage  of revenue,  rent
and purchased transportation decreased to 34.6% in 1999 from 38.0% in 1998. This
reflected the Company's  decreased  reliance upon  independent  contractors.  In
addition,  an increased industry demand for independent  contractors has negated
the Company's previous competitive advantage.

     Operations and maintenance increased $4.1 million (15.7%), to $30.2 million
in 1999 from $26.1 million in 1998. As a percentage of revenue,  operations  and
maintenance  increased  to 11.6% in 1999 from  9.9% in 1998.  This  increase  is
attributable to an increase in fuel prices and increased reliance on the Company
owned fleet. The fuel cost per gallon steadily increased after the first quarter
of 1999 with heavy increases experienced in the fourth quarter of 1999.


                                       8
<PAGE>

     Taxes and licenses  decreased $0.2 million (3.5%),  to $5.9 million in 1999
from $6.1 million 1998. As a percentage of revenue,  taxes and licenses remained
constant at 2.3% in 1999 and in 1998.

     Insurance and claims  decreased  $1.1 million  (15.7%),  to $5.7 million in
1999 from $6.8 million in 1998. As a percentage of revenue, insurance and claims
decreased  to  2.2% in 1999  from  2.6% in  1998.  The  decrease  was  primarily
attributable  to the favorable  settlement of claims and the lessor  severity of
incurred  claims.  Insurance  and claims  expense will vary as a  percentage  of
operating  revenue from period to period based on the  frequency and severity of
claims  incurred  in a given  period as well as  changes  in claims  development
trends.

     Communications and utilities decreased $0.1 million (2.1%), to $2.6 million
in 1999 from $2.7 million in 1998.  As a percentage  of revenue,  communications
and utilities remained constant at 1.0% in 1999 and in 1998.

     Depreciation  decreased $1.9 million (10.4%), to $16.2 million in 1999 from
$18.1  million in 1998. As a percentage  of revenue,  depreciation  decreased to
6.2% in 1999 from 6.9% in 1998.  The decrease  resulted from the increase in the
number of trailers in the Company's fleet becoming fully depreciated.

     Other operating  expenses  remained constant at $5.9 million in 1999 and in
1998. As a percentage of revenue,  other operating expenses increased to 2.3% in
1999 from 2.2% in 1998. Other operating expenses consists of pallet cost, driver
recruiting expenses, goodwill, and administrative costs.

     Primarily  as a result of the  foregoing,  the  Company's  operating  ratio
increased to 82.9% in 1999 compared with 82.5% in 1998.

     Interest  income (net) increased $1.1 million  (21.6%),  to $6.0 million in
1999 from $4.9 million in 1998.  As a  percentage  of revenue,  interest  income
increased to 2.3% in 1999 from 1.9% in 1998.  The Company had $126.7  million in
cash,  cash  equivalents,  and  investments  at December 31, 1999  compared with
$143.4 million at December 31, 1998.  Interest income earned is primarily exempt
from federal taxes and therefore earned at a lower pre-tax rate.

     The Company's  effective  tax rate was 34.5% in 1999 and 35% in 1998.  This
decrease  is  primarily  attributable  to the  increase of  tax-exempt  interest
earned.

     As a result of the foregoing, net income remained constant at $33.1 million
in 1999 and in 1998.

Year Ended December 31, 1998 Compared With Year Ended December 31, 1997

     Operating  revenue increased $1.0 million (0.4%), to $263.5 million in 1998
from $262.5  million in 1997.  The  Company's  growth of operating  revenues was
curtailed by the  industry-wide  shortage of  experienced  employee  drivers and
independent contractors.

     Salaries,  wages,  and benefits  increased  $2.5 million  (5.0%),  to $52.0
million  in 1998  from  $49.5  million  in 1997.  As a  percentage  of  revenue,
salaries,  wages and benefits  increased to 19.7% in 1998 from 18.9% in 1997. An
increase in the percentage of employee drivers  operating the Company's  tractor
fleet and a corresponding decrease in the percentage of the fleet being provided
by  independent  contractors  was the primary  cause.  This increase in employee
driver miles was  attributable  to internal growth and the effect of a full year
of operations  of A & M Express  which was acquired in July,  1997 and primarily
relies on employee drivers.  During 1998, employee drivers accounted for 45% and
independent contractors 55% of the total fleet miles, compared with 43% and 57%,
respectively, in 1997.

     Rent and purchased  transportation decreased $1.1 million (1.1%), to $100.1
million in 1998 from $101.2  million in 1997. As a percentage  of revenue,  rent
and purchased transportation decreased to 38.0% in 1998 from 38.5% in 1997. This
reflected the Company's  decreased  reliance upon  independent  contractors.  In
addition,  an increased industry demand for independent  contractors has negated
the Company's previous competitive advantage.


                                       9
<PAGE>


     Operations and maintenance  decreased $1.7 million (6.0%), to $26.1 million
in 1998 from $27.7 million in 1997. As a percentage of revenue,  operations  and
maintenance  decreased  to 9.9% in 1998 from  10.5% in 1997.  This  decrease  is
attributable to a decrease in fuel prices and lower repair and maintenance costs
due to the replacement of older tractors with newer models.

     Taxes and licenses  increased $0.1 million (1.7%),  to $6.1 million in 1998
from  $6.0  million  1997,  primarily  from an  increase  in  fleet  size.  As a
percentage of revenue,  taxes and licenses remained constant at 2.3% in 1998 and
in 1997.

     Insurance and claims  decreased  $3.6 million  (34.5%),  to $6.8 million in
1998 from $10.4  million in 1997.  As a  percentage  of revenue,  insurance  and
claims  decreased to 2.6% in 1998 from 4.0% in 1997.  The decrease was primarily
attributable  to the favorable  settlement of claims and the lessor  severity of
incurred  claims.  Insurance  and claims  expense will vary as a  percentage  of
operating  revenue from period to period based on the  frequency and severity of
claims  incurred  in a given  period as well as  changes  in claims  development
trends.

     Communications  and utilities remained constant at $2.7 million in 1998 and
1997. As a percentage of revenue, communications and utilities remained constant
at 1.0% in 1998 and in 1997.

     Depreciation  increased $1.4 million (8.1%),  to $18.1 million in 1998 from
$16.8  million in 1997. As a percentage  of revenue,  depreciation  increased to
6.9% in 1998  from  6.4% in 1997.  The  increase  resulted  from a growth in the
company owned fleet, as a percentage of the total fleet.

     Other operating expenses increased $0.9 million (16.3%), to $5.9 million in
1998 from $5.0 million in 1997.  As a  percentage  of revenue,  other  operating
expenses  increased to 2.2% in 1998 from 1.9% in 1997. Other operating  expenses
consists  of  pallet   cost,   driver   recruiting   expenses,   goodwill,   and
administrative  costs.  The primary area of increase was higher costs associated
with the recruitment of qualified employee drivers and independent contractors.

     Primarily as a result of the foregoing,  the Company's  operating ratio was
82.5% in 1998 compared with 83.5% in 1997.

     Interest  income (net) increased $1.1 million  (29.0%),  to $4.9 million in
1998 from $3.8 million in 1997.  As a  percentage  of revenue,  interest  income
(net)  increased to 1.9% in 1998 from 1.4% in 1997. The Company had $143 million
in cash,  cash  equivalents,  and investments at December 31, 1998 compared with
$96.0 million at December 31, 1997.  Interest income earned is primarily  exempt
from federal taxes and therefore earned at a lower pre-tax rate.

     The  Company's  effective  tax rate  was 35% in 1998 and 36% in 1997.  This
decrease  is  primarily  attributable  to the  increase in  tax-exempt  interest
earned.

     As a result of the foregoing, net income increased $3.0 million (10.1%), to
$33.1  million in 1998 (12.6% of revenue)  from $30.1  million in 1997 (11.5% of
revenue).

Liquidity and Capital Resources

     The growth of the Company's  business requires  significant  investments in
new revenue  equipment.  Historically the Company has been debt-free,  financing
revenue  equipment  through cash flow from operations.  The Company also obtains
tractor capacity by utilizing independent contractors, who provide a tractor and
bear all associated operating and financing expenses.

     Cash and cash equivalents and investments decreased to $126.7 million as of
December 31, 1999 from $143.4 million at December 31, 1998. The Company's policy
is to purchase  only high  quality  liquid  investments.  Cash  equivalents  and
investments  primarily  consists of municipal  demand bonds and municipal demand
bond funds.

     Net cash provided by operations was $45.6 million in 1999, $52.7 million in
1998,  and $46.8  million in 1997.  The primary  source of funds in 1999 was net
income  of  $33.1   million   increased  by  non-cash   adjustments,   including
depreciation and amortization of $17.3 million.


                                       10
<PAGE>


     Net investing  activities  consumed $17.7 million in 1999 and $11.6 million
in 1997,  and generated  $14.5 million in 1998.  The primary use of cash in 1999
was $18.6 million for capital  expenditures,  including revenue  equipment.  The
Company  expects to finance future growth in its  company-owned  fleet primarily
through cash flow from operations and cash equivalents currently on hand.(*)

     Net cash used in financing  activities  was $45.1 million in 1999,  none in
1998,  and $18.5  million in 1997.  The 1999  financing  activity was  comprised
solely of the  repurchase of  approximately  3.5 million shares of the Company's
common stock.  On February 28, 2000 the Company  repurchased  approximately  1.1
million shares of its outstanding common stock for $14.0 million.

     Trade  receivables  increased to $23.5 million as of December 31, 1999 from
$21.4 million as of December 31, 1998 primarily due to a 6.5% increase in fourth
quarter operating revenue. Cash paid for income taxes decreased to $16.6 million
in 1999 from  $18.9  million  in 1998.  Lower  income  taxes on a cash basis are
primarily due to increased interest income exempt from federal taxes.

     Insurance  accruals decreased to $34.3 million as of December 31, 1999 from
$35.5  million as of December  31, 1998.  The  Company's  insurance  program for
liability,  physical damage and cargo damage involves self insurance  retentions
for the first  $500,000.  Claims in excess of the risk  retention are covered by
insurance in amounts which management  considers  adequate.  The Company accrues
the  estimated  cost of the  uninsured  portion  of the  pending  claims.  These
accruals  are  estimated  based on  management's  evaluation  of the  nature and
severity of individual claims and estimate of future claims development based on
historical claim development  trends.  If adjustments to previously  established
accruals are required, such amounts are included in operating expenses.

     The  Company  has one  customer  who  accounted  for  more  than 10% of the
Company's revenue for the year ended December 31, 1999. As disclosed in footnote
two to the  financial  statements,  historically  a small  number  of  customers
generate a  substantial  percentage of revenue.  In 1999 the  Company's  largest
customer generated  approximately 14% of operating revenue.  The loss of a major
customer  could  negatively  impact the Company.  Any  negative  impact would be
mitigated  by two  factors:  (1) the strong  overall  financial  position of the
Company (no long term debt at December 31, 1999 and $126.7 million in cash, cash
equivalents  and  investments)  and (2) the  flexibility  inherent  in  having a
substantial percentage of fleet miles being generated by independent contractors
who provide their own tractors.(*)

     Based on the Company's strong financial  position (current ratio of 3.0 and
no debt),  management foresees no significant  barriers to obtaining  sufficient
financing, if necessary, to continue with growth plans. (*

Inflation and Fuel Cost

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

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

(*) Forward - looking statements


                                       11
<PAGE>


Year 2000

     In late 1999,  the Company  completed  the  remediation  and testing of its
systems to ensure  compliance  with the Year 2000. As a result of those planning
and implementation  efforts, the Company experienced no significant  disruptions
in  mission  critical  information  technology  and  non-information  technology
systems and believes those systems successfully  responded to the Year 2000 date
change. Costs of remediation efforts were immaterial.

     The Company is not aware of any material problems  resulting from Year 2000
issues,  either with its internal systems or the services of third parties.  The
Company will continue to monitor its mission critical computer  applications and
those of its suppliers and vendors  throughout  the year 2000 to ensure that any
latent Year 2000 matters that may arise are addressed promptly.

Recent Pronouncements

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial  Accounting  Standard  (FAS) No.  133,  Accounting  for
Derivative  Instruments  and Hedging  Activities.  In June 1999, the FASB issued
Statement No. 137, Accounting for Derivative  Instruments and Hedging Activities
- Deferral of the Effective Date of FASB Statement No. 133. FAS 133  established
accounting and reporting  standards  requiring that every derivative  instrument
(including  certain  derivative  instruments  embedded  in other  contracts)  be
recorded on the balance  sheet as either an asset or  liability  measured at its
fair value.  FAS 133  requires  that changes in the  derivative's  fair value be
recognized  currently in earnings unless specific hedge accounting  criteria are
met. Special  accounting for qualifying  hedges allows a derivative's  gains and
losses to offset related results on the hedged item in the income statement, and
requires  that a company  must  formally  document,  designate,  and  assess the
effectiveness of transactions that receive hedge accounting.

     FAS 133, as amended, is effective for fiscal years beginning after June 15,
2000.  A company may also  implement  FAS 133 as of the  beginning of any fiscal
quarter after  issuance (that is, fiscal  quarters  beginning June 16, 1998, and
thereafter).  FAS 133 must be  applied  to (a)  derivative  instruments  and (b)
certain  derivative  instruments  embedded in hybrid contracts.  With respect to
hybrid instrument,  a company may elect to apply FAS 133, as amended, to (1) all
hybrid contracts,  (2) only those hybrid instruments that were issued, acquired,
or  substantively  modified  after  December 31, 1997,  or (3) only those hybrid
instruments that were issued, acquired, or substantively modified after December
31, 1998. The Company has not yet determined the timing or impact of adoption of
statement No. 133.

Forward - Looking Information

     Certain matters discussed in this annual report and marked with an asterisk
are  "forward-looking  statements" intended to qualify for the safe harbors from
liability  established by Private Securities Litigation Reform Act of 1995. Such
statements  address  future  plans,  objectives,   expectations  and  events  or
conditions concerning various matters such as capital expenditures,  litigation,
liquidity and capital resources,  and accounting matters. Actual results in each
case  could  differ   materially  from  those  currently   anticipated  in  such
statements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company purchases only high quality liquid  investments.  Primarily all
investments as of December 31, 1999 have an original maturity of three months or
less. The Company holds all investments to maturity and therefore, is exposed to
minimal market risk related to its cash equivalents and municipal bonds.

     The Company has no debt  outstanding as of December 31, 1999 and therefore,
has no market risk related to debt.

     The Company does not engage in fuel hedging with financial instruments. The
Company  has entered  into fuel  purchase  contracts  through  March  2000.  The
contracts represent approximately 2% of annual fuel usage.


                                       12
<PAGE>


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's  audited  financial  statements,  including its  consolidated
balance  sheets and  consolidated  statements  of  operations,  cash flows,  and
stockholders' equity, and notes related thereto, are contained at pages 17 to 27
of  this  report.  Selected  quarterly  data  is  contained  at  page  26.  Such
information is incorporated by reference.

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

          None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information  respecting  executive  officers,  directors,  and director
nominee,  set  forth  under  the  caption  "Election  of   Directors-Information
Concerning  Executive Officers and Directors" and "Compliance with Section 16(a)
of the  Securities  Exchange  Act of  1934" on  pages 2  through  4 and 6 of the
registrant's   proxy   statement   relating  to  its  2000  Annual   Meeting  of
Stockholders, which will be filed with the Securities and Exchange Commission in
accordance with Rule 14a-6 promulgated under the Securities Exchange Act of 1934
(the "Proxy Statement"), is incorporated by reference. With the exception of the
foregoing  information  and  other  information  specifically   incorporated  by
reference into this Form 10-K report,  the Proxy Statement is not being filed as
a part hereof.

ITEM 11.  EXECUTIVE COMPENSATION

     The  information  respecting  executive  compensation  set forth  under the
caption  "Executive  Compensation"  on pages 4 and 5 of the Proxy  Statement  is
incorporated  herein  by  reference;  provided,  however,  that  the  "Board  of
Directors'  Report on Executive  Compensation"  is not incorporated by reference
here.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  respecting security ownership of certain beneficial owners
and  management   included  under  the  caption   "Principal   Stockholders  and
Stockholdings  of Management" on page 7 of the Proxy  Statement is  incorporated
herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  respecting  certain  relationships  and  transactions  of
management  set forth under the  captions  "Board of  Directors  Interlocks  and
Insider Participation / Certain Transactions and Relationships" on page 4 of the
Proxy Statement is incorporated herein by reference.

                                       13
<PAGE>


                                     PART IV

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

(a) 1.  Financial Statements and Schedules

     The Company's audited  financial  statements are set forth on the following
pages of this report:
                                                                          Page
Reports of Independent Public Accountants...............................   17
Consolidated Balance Sheets.............................................   18
Consolidated Statements of Operations...................................   19
Consolidated Statements of Stockholders' Equity.........................   20
Consolidated Statements of Cash Flows...................................   21
Notes to Consolidated Financial Statements..............................  22-27

(a) 2.  Financial Statement Schedule
                                                                           Page
Valuation and Qualifying Accounts and Reserves..........................   27

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

(b)     Reports on Form 8-K

        A Form 8-K was filed on October 26, 1999, pertaining the repurchase of
        3,539,749 shares of the Company's outstanding common stock.

(c)     Exhibits


                                       14
<PAGE>



Exhibit No.          Document                    Page of Method of Filing

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

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

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

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

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

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

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

 10.1     Business Property Lease            Incorporated by reference to the
          between Russell A. Gerdin          Company's Form 10-K for the year
          as Lessor and the Company          ended December 31, 1996.
          as Lessee, regarding the           Commission file no. 0-15087.
          Company's headquarters at
          2777 Heartland Drive,
          Coralville, Iowa 52241

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

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

 21       Subsidiaries of the Registrant     Incorporated by reference to the
                                             Company's Form 10-K for the year
                                             ended December 31, 1997.
                                             Commission file no. 0-15087.

 27       Financial Data Schedule            Filed herewith.


                                       15
<PAGE>


                                   SIGNATURES

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

Date: March 26, 2000                          By:  /s/ Russell A. Gerdin
                                                    Russell A. Gerdin
                                                 President and Secretary


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

     Signature                        Title                          Date

/s/ Russell A. Gerdin      Chairman, President and Chief
Russell A. Gerdin          Executive Officer (Principal
                           Executive Officer),Secretary         March  26, 2000

/s/ John P. Cosaert        Vice President of Finance
John P. Cosaert            (Principal Financial Officer
                           and Principal Accounting
                           Officer) and Treasurer               March  26, 2000

/s/ Richard O. Jacobson    Director
Richard O. Jacobson                                             March  26, 2000

/s/ Michael J. Gerdin      Director
Michael J. Gerdin                                               March  26, 2000

/s/ Benjamin J. Allen      Director
Benjamin J. Allen                                               March  26, 2000

/s/ Lawrence D. Crouse     Director
Lawrence D. Crouse                                              March 26, 2000


                                       16
<PAGE>



                              REPORT OF INDEPENDENT
                               PUBLIC ACCOUNTANTS



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


     We have audited the accompanying  consolidated  balance sheets of Heartland
Express,  Inc. (a Nevada  corporation)  and Subsidiaries as of December 31, 1999
and 1998, and the related consolidated  statements of operations,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 1999.  These  financial  statements  and schedule  referred to below are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial  position of Heartland
Express,  Inc.  and  Subsidiaries,  as of December  31,  1999 and 1998,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 1999 in  conformity  with  accounting  principles
generally accepted in the United States.

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



ARTHUR ANDERSEN LLP


Kansas City, Missouri
January 21, 2000


                                       17
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                             December 31,
            ASSETS                                       1999           1998
         -----------                                ------------   ------------
<S>                                                 <C>            <C>
 CURRENT ASSETS
  Cash and cash equivalents .....................   $126,211,056   $143,434,594
  Trade receivable, less allowance:
  1999 & 1998 $402,812 ..........................     23,478,708     21,391,206
  Prepaid tires and tubes .......................      1,655,018      1,039,405
  Investments ...................................        500,000           --
  Deferred income taxes .........................     15,979,000     16,082,000
  Other current assets ..........................        359,472        306,142
                                                    ------------   ------------
    Total current assets ........................    168,183,254    182,253,347
                                                    ------------   ------------
PROPERTY AND EQUIPMENT
  Land and land improvements ....................      3,701,400      3,830,779
  Buildings .....................................      9,740,487      9,214,397
  Furniture and fixtures ........................      2,611,166      2,535,343
  Shop and service equipment ....................      1,563,485      1,444,764
  Revenue equipment .............................    121,822,991    112,162,731
                                                    ------------   ------------
                                                     139,439,529    129,188,014
  Less accumulated depreciation and amortization      66,533,949     60,618,544
                                                    ------------   ------------
  Property and equipment, net ...................     72,905,580     68,569,470
                                                    ------------   ------------
OTHER ASSETS ....................................      5,404,707      6,005,191
                                                    ------------   ------------
                                                    $246,493,541   $256,828,008
                                                    ============   ============
        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued liabilities ......   $ 10,595,662   $  7,615,143
  Compensation and benefits .....................      4,225,023      4,431,905
  Income taxes payable ..........................      4,974,341      3,578,501
  Insurance accruals ............................     34,285,500     35,503,314
  Other accruals ................................      2,427,464      3,135,232
                                                    ------------   ------------
    Total current liabilities ...................     56,507,990     54,264,095
                                                    ------------   ------------
DEFERRED INCOME TAXES ...........................     15,146,000     15,716,000
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' EQUITY (Note 7)
  Capital Stock
  Preferred, par value  $.01; authorized
  5,000,000 shares; none issued .................           --             --
  Common par value $.01; authorized
  395,000,000 shares; issued and
  outstanding 26,460,251 in 1999
  and 30,000,000 shares in 1998 .................        264,603        300,000
  Additional paid-in capital ....................      6,608,170      6,608,170
  Retained earnings .............................    167,966,778    179,939,743
                                                    ------------   ------------
                                                     174,839,551    186,847,913
                                                    ------------   ------------
                                                    $246,493,541   $256,828,008
                                                    ============   ============

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

                                       18
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                             Years Ended December 31,
                                                  -------------
                                        1999          1998             1997
<S>                                <C>            <C>            <C>
                                   -------------  -------------  -------------
Operating revenue ................ $ 261,004,122  $ 263,489,156  $ 262,504,156
                                   -------------  -------------  -------------

Operating expenses:
  Salaries, wages, and benefits..     60,258,431     51,994,959     49,534,386
  Rent and purchased transportation   90,337,083    100,089,165    101,169,061
  Operations and maintenance ....     30,167,446     26,072,323     27,739,355
  Taxes and licenses ............      5,934,644      6,150,407      6,049,155
  Insurance and claims ..........      5,742,167      6,809,819     10,404,326
  Communications and utilities ..      2,628,494      2,684,310      2,681,489
  Depreciation ..................     16,215,587     18,107,708     16,751,384
  Other operating expenses ......      5,941,411      5,871,671      5,047,624
  Gain on sale of fixed assets ..       (927,548)      (332,255)       (58,903)
                                   -------------  -------------  -------------
                                     216,297,715    217,448,107    219,317,877
                                   -------------  -------------  -------------
  Operating income ..............     44,706,407     46,041,049     43,186,279
Interest income .................      5,952,741      4,895,651      3,846,157
Interest expense ................           --             --          (64,571)
                                   -------------  -------------  -------------
  Income before income taxes ....     50,659,148     50,936,700     46,967,865
Federal and state income taxes ..     17,535,710     17,827,847     16,894,972
                                   -------------  -------------  -------------
  Net income ....................  $  33,123,438  $  33,108,853  $  30,072,893
                                   =============  =============  =============

Basic earnings per share ........  $        1.13  $        1.10  $        1.00
                                   =============  =============  =============

Basic weighted average shares
  outstanding ...................     29,359,936     30,000,000     30,000,000
                                   =============  =============  =============

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


                                       19
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                    Capital       Additional
                                     Stock,        Paid-In       Retained
                                     Common        Capital       Earnings        Total
<S>                              <C>            <C>            <C>            <C>
                                 ------------   ------------   ------------   ------------
Balance, December 31, 1996 ...   $  3,000,000   $  3,908,170   $116,757,997   $123,666,167
Reduction in par value .......     (2,700,000)     2,700,000           --             --
Net Income ...................           --             --       30,072,893     30,072,893
                                 ------------   ------------   ------------   ------------
Balance, December 31, 1997 ...        300,000      6,608,170    146,830,890    153,739,060
Net income ...................           --             --       33,108,853     33,108,853
                                 ------------   ------------   ------------   ------------
Balance, December 31, 1998 ...        300,000      6,608,170    179,939,743    186,847,913
Repurchase of common stock ...        (35,397)          --      (45,096,403)   (45,131,800)
Net income ...................           --             --       33,123,438     33,123,438
                                 ------------   ------------   ------------   ------------
Balance, December 31, 1999 ...   $    264,603   $  6,608,170   $167,966,778   $174,839,551
                                 ============   ============   ============   ============

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


                                       20
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                   Years Ended December 31,
                                                        -------------
                                              1999             1998             1997
<S>                                       <C>              <C>              <C>
                                          -------------    -------------    -------------
OPERATING ACTIVITIES
Net income ............................   $  33,123,438    $  33,108,853    $  30,072,893
Adjustments to reconcile to net cash
  provided by operating activities:
  Depreciation and amortization .......      17,312,033       19,227,213       17,488,602
  Deferred income taxes ...............        (467,000)        (426,000)      (3,149,000)
  Gain on sale of fixed assets ........        (906,600)        (272,893)         (58,903)
  Changes in certain working
  capital items:
    Trade receivable ..................      (2,087,502)       2,856,101       (4,623,019)
    Other current assets ..............         (53,330)        (769,666)         446,071
    Prepaids ..........................        (851,922)         502,214        1,031,682
    Accounts payable and accrued
    expenses ..........................      (1,851,091)        (844,817)       5,413,840
    Accrued income taxes ..............       1,395,840         (645,649)         138,279
                                          -------------    -------------    -------------
Net cash provided by operating
activities ............................      45,613,866       52,735,356       46,760,445
                                          -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property
and equipment .........................       1,585,623          483,668          271,721
Capital additions .....................     (18,613,595)      (5,511,705)     (22,384,516)
Net maturities (purchases) of
municipal bonds .......................        (500,000)      19,769,765       11,691,494
Other .................................        (177,632)        (282,912)      (1,150,055)
                                          -------------    -------------    -------------
Net cash provided (used in) by
investing activities ..................     (17,705,604)      14,458,816      (11,571,356)
                                          -------------    -------------    -------------
FINANCING ACTIVITIES
Repurchase of common stock ............     (45,131,800)            --               --
Principal payments on long-term notes .            --               --        (18,542,135)
                                          -------------    -------------    -------------
Net cash used in financing activities .     (45,131,800)            --        (18,542,135)
                                          -------------    -------------    -------------
Net increase (decrease) in cash
and cash equivalents ..................     (17,223,538)      67,194,172       16,646,954
CASH AND CASH EQUIVALENTS
Beginning of year .....................     143,434,594       76,240,422       59,593,468
                                          -------------    -------------    -------------
End of year ...........................   $ 126,211,056    $ 143,434,594 #  $  76,240,422
                                          =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
   Interest ...........................   $        --      $        --      $      64,571
   Income taxes .......................   $  16,606,870    $  18,899,496    $  19,905,693
Noncash investing activities:
   Book value of revenue equipment
   traded .............................   $   4,868,860    $   9,658,636    $   3,062,392

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


                                       21
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1. Nature of business and Significant Accounting Policies

Nature of Business:

Heartland Express,  Inc., (the "Company") is a  short-to-medium-haul,  irregular
route,  truckload carrier of general commodities.  The Company's primary traffic
lanes are between customer locations east of the Rocky Mountains,  with selected
service  to the West.  The  Company  operates  the  business  as one  reportable
segment.

Significant Accounting Policies:

Principles of Consolidation:

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

Use of Estimates:

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

Cash and Cash Equivalents:

Cash  equivalents  are  short-term,  highly  liquid  investments  with  original
maturities of three months or less.

Investments:

Substantially all investments  represent municipal bonds or municipal bond funds
with a maturity of one year or less. These  investments are held to maturity and
stated at amortized cost.  Investment  income received is generally  exempt from
federal income taxes.

Revenue and Expense Recognition:

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

Property and Equipment:

Property and equipment are stated at cost.  Generally,  at the time of trade-in,
the cost of new  equipment  is recorded at an amount equal to the net book value
of the  traded  equipment  plus  cash  paid.  Depreciation  is  computed  by the
straight-line  method for all assets other than tractors,  which are depreciated
by the 125% declining balance method.  Trailers are depreciated to a 30% salvage
value except for trailers  purchased after January 1, 1996 which have no salvage
value. Lives of the assets are as follows:

                                       22
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

Assets to be  disposed of are  measured at the lower of carrying  amount or fair
market value, as estimated by management, less costs to sell.

Tires and Tubes:

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

Earnings Per Share:

Basic  earnings  per share is based  upon the  weighted  average  common  shares
outstanding  during  each  year.  Diluted  earnings  per share is based upon the
weighted average common and common  equivalent  shares  outstanding  during each
year. Heartland has no common stock equivalents.

Reclassifications:

Certain  reclassifications  have  been  made  to  the  prior  year  consolidated
financial statements to conform with the current year presentation.

Note 2.  Concentrations of Credit Risk and Major Customers

The Company's major customers  represent the consumer  goods,  appliances,  food
products and automotive industries. Credit is usually granted to customers on an
unsecured  basis. The Company's five largest  customers  accounted for 34%, 35%,
and 39% of revenues  for the years ended  December  31,  1999,  1998,  and 1997,
respectively.  Operating  revenue from one customer  exceeded 10% of total gross
revenues in 1999,  1998 and 1997.  Annual  revenues for this customer were $37.0
million, $37.0 million, and $39.0 million for the years ended December 31, 1999,
1998, and 1997, respectively.


                                       23
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3.  Acquisition

On July 14, 1997, the Company  acquired the outstanding  stock of A & M Express,
Inc., (A & M) a Kingsport,  Tennessee based truckload  carrier. A & M, a dry van
carrier,  operated  primarily  in the  eastern  half of the United  States.  The
acquisition was accounted for by the purchase method of accounting.  The results
of A & M's  operations  are reflected  beginning  with the effective date of the
acquisition  (July 1, 1997).  In 1997,  The company repaid  approximately  $18.5
million in debt which was assumed in connection with the acquisition.

Note 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:
<TABLE>
<CAPTION>

                                                        1999          1998
<S>                                                  <C>           <C>
                                                     -----------   -----------
Deferred income tax liabilities,
related to property and equipment ................   $15,146,000   $15,716,000
                                                     ===========   ===========
Deferred income tax assets:
   Allowance for doubtful accounts ...............   $   153,000   $   153,000
   Accrued expenses ..............................     1,999,000     2,270,000
   Insurance accruals ............................    12,724,000    13,186,000
   Other .........................................     1,103,000       473,000
                                                     -----------   -----------
   Deferred income tax assets ....................   $16,082,000   $15,979,000
                                                     ===========   ===========
</TABLE>

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

                                        1999           1998            1997
<S>                                <C>             <C>             <C>
                                   ------------    ------------    ------------
Current income taxes:
Federal ........................   $ 16,983,674    $ 18,697,215    $ 17,008,402
State...........................        994,308       1,270,173       1,346,757
                                   ------------    ------------    ------------
                                   $ 18,253,847    $ 20,043,972    $ 18,002,710
                                   ------------    ------------    ------------
Deferred income taxes:
Federal ........................   $   (448,320)   $   (408,960)   $ (3,023,040)
State ..........................        (18,680)        (17,040)       (125,960)
                                   ------------    ------------    ------------
                                   $   (467,000)   $   (426,000)   $ (3,149,000)
                                   ------------    ------------    ------------
Total ..........................   $ 17,827,847    $ 16,894,972    $ 17,535,710
                                   ============    ============    ============
</TABLE>


                                       24
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

                                       1999            1998            1997
<S>                                <C>             <C>             <C>
                                   ------------    ------------    ------------
Federal tax at statutory
rate (35%) ....................    $ 17,827,845    $ 16,438,753    $ 17,730,702
State taxes, net of federal
benefit .......................         646,000         826,000         875,000
Non-taxable interest income....      (1,545,000)     (1,398,000)     (1,105,000)
Other .........................         704,008         572,002         686,219
                                   ------------    ------------    ------------
                                   $ 17,827,847    $ 16,894,972    $ 17,535,710
                                   ============    ============    ============
</TABLE>


Note 5.  Related Party Transactions

The  Company  leases  two  office  buildings  and a  storage  building  from its
president  under a lease which provided for monthly  rentals of $23,500 plus the
payment of all property taxes, insurance and maintenance.  The lease expires May
31, 2000 and contains a five year renewal option.

The total minimum rental commitment under the building lease is $117,500 for the
year ending December 31, 2000.

Rent  expense paid to the  Company's  president  totaled  $282,000 for the years
ended  December 31,  1999,  1998,  and 1997.  The Company  also  maintains  cash
accounts with a bank owned by the Company's president.

Note 6.  Accident and Workers' Compensation Claims

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

Accrued  claims  are  determined  based on  estimates  of the  ultimate  cost of
settling reported and unreported claims, including expected settlement expenses.
Such estimates are based on  management's  evaluation of the nature and severity
of  individual  claims and an estimate  of future  claims  development  based on
historical  claims  development  trends.  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.

                                       25
<PAGE>




                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

The Company acts as a self-insurer for workers'  compensation  liability up to a
maximum  liability of $300,000 per claim.  Liability in excess of this amount is
assumed by an insurance underwriter.  The State of Iowa has required the Company
to deposit  $700,000  into a trust fund as part of the  self-insurance  program.
This  deposit has been  classified  with other  long-term  assets on the balance
sheet. In addition, the Company has provided its insurance carriers with letters
of credit and  deposits of  approximately  $6.2 million in  connection  with its
liability and workers' compensation insurance arrangements.

Note 7.  Stockholders' Equity

On February  18, 1997,  the Company  amended its  articles of  incorporation  to
increase  authorized  capital to four hundred  million  (400,000,000)  shares of
capital  stock  (395,000,000  shares of common  stock  and  5,000,000  shares of
preferred stock) and reduced the par value from $0.10 to $0.01 per share.

On October 26, 1999, the Company purchased  3,539,749 shares of its common stock
for  $45,131,800.  The shares have been reported as retired in the  accompanying
financial statements.

Note 8.  Profit Sharing Plan and Retirement Plan

The Company has a profit  sharing  plan with  401(k) plan  features  whereby the
Company  may  make  contributions  to the  plan  at its  discretion.  Individual
employees may make voluntary  contributions to the plan.  Company  contributions
totaled $759,000, $526,000, and $541,000, for the years ended December 31, 1999,
1998 and 1997, respectively.

                                       26
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

Note 9.  Commitments and Contingencies

Various  claims  and  legal  actions  are  pending   against  the  Company.   In
management's opinion, the resolution of these matters will not materially impact
the Company's financial condition or results of operations.

The Company has entered into fuel purchase  contracts  through  March 2000.  The
contracts  represent  approximately  2% of  annual  fuel  usage.  The  aggregate
commitment under the contracts is $188,874 as of December 31, 1999.

Note 11.  Quarterly Financial Information (Unaudited)
<TABLE>
<CAPTION>
                                           First     Second     Third    Fourth
<S>                                       <C>       <C>       <C>       <C>
                                          -------   -------   -------   -------
                                          (In Thousands, Except Per Share Data)
Year ended December 31, 1999
   Operating revenue ..................   $63,097   $66,094   $65,351   $66,462
   Operating income ...................    10,159    11,483    11,582    11,483
   Income before income taxes .........    11,638    13,002    13,126    12,893
   Net income .........................     7,564     8,517     8,598     8,445
   Basic earnings per share ...........      0.25      0.28      0.29      0.31
Year end December 31, 1998
   Operating revenue ..................   $66,840   $69,223   $65,015   $62,411
   Operating income ...................    10,954    11,976    11,675    11,436
   Income before income taxes .........    12,009    13,104    12,973    12,851
   Net income .........................     7,806     8,518     8,430     8,355
   Basic earnings per share ...........      0.26      0.28      0.28      0.28
</TABLE>

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

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

Year ended December 31, 1999       $ 402,812     $  4,147  $    -       $   4,147    $ 402,812

Year ended December 31, 1998       $ 491,971     $ 37,078  $    -       $  126,237   $ 402,812

Year ended December 31, 1997       $ 402,812     $ 79,526  $ 250,000 *  $  240,367   $ 491,971

(*) Acquired A & M reserves.
</TABLE>                                      27
<PAGE>