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, 2002
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the transition period from                   To                        .


                         Commission file number 0-15087

                             HEARTLAND EXPRESS, INC.

             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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 an  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 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 11, 2003 was
$532,073,754  (based  upon $17.59 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 11,
2003 was 50,000,000.

Portions  of the  Proxy  Statement  of  Registrant  for the  Annual  Meeting  of
Stockholders  to be held on May 8,  2003  are  incorporated  in Part III of this
report.


<PAGE>




                                TABLE OF CONTENTS



                                                                         Page
                                Part I
Item 1.   Business                                                         1

Item 2.   Properties                                                       4

Item 3.   Legal Proceedings                                                5

Item 4.   Submission of Matters to a Vote of Security Holders              5

                                Part II

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

Item 6.   Selected Financial Data                                          6

Item 7.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      7
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk      11

Item 8.   Financial Statements and Supplementary Data                     12

Item 9.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                      25

                                Part III

Item 10.  Directors and Executive Officers of the Registrant              25

Item 11.  Executive Compensation                                          25

Item 12.  Security Ownership of Certain Beneficial Owners and
            Management                                                    25

Item 13.  Certain Relationships and Related Transactions                  25

Item 14.  Controls and Procedures                                         26

                                Part IV

Item 15.  Exhibits, Financial Statement
            Schedules, and Reports on Form 8-K                            27




<PAGE>








                                     PART I
ITEM 1. BUSINESS

General

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

     Heartland  was  founded by Russell  A.  Gerdin in 1978 and became  publicly
traded in November 1986. Over the fifteen years from 1986 to 2002, Heartland has
grown to $340.7  million  in  revenue  from  $21.6  million  and net  income has
increased  to $42.8  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 five  acquisitions
since 1987 with the most  recent in this past year.  In June 2002,  the  Company
purchased  the trucking  assets of the truckload  carrier Great Coastal  Express
(Great  Coastal).  Great Coastal is based in Chester,  Virginia with  additional
terminals  in  Roanoke,  Virginia,  Charlotte,  North  Carolina  and  Baltimore,
Maryland.  The Company serves its customers in the mid-Atlantic  region from the
four Great Coastal terminals.  These five acquisitions have enabled Heartland to
solidify its position within existing  regions,  expand its customer base in the
East and Northeast  United States,  and to pursue new customer  relationships in
new markets.

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

Operations

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

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

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

     Serving the short-to-medium haul market (540-mile average length of haul in
2002) permits the Company to use primarily single,  rather than team drivers and
dispatch  most  trailers   directly  from  origin  to  destination   without  an
intermediate equipment change other than for driver scheduling purposes.

     Heartland also operates nine specialized regional  distribution  operations
near  Atlanta,  Georgia;  Carlisle,   Pennsylvania;   Columbus,  Ohio;  Decatur,
Illinois;  Jacksonville,   Florida;  Kingsport,  Tennessee;  Chester,  Virginia;
Charlotte,  North Carolina;  Baltimore,  Maryland and Roanoke,  Virginia.  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.


                                       1
<PAGE>

Dispatchers at the regional  locations handle these operations,  and the Company
uses a  centralized  computer  network  and  regular  communication  to  achieve
system-wide load coordination.

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

Customers and Marketing

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

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

     The Company's 25, 10, and 5 largest  customers  accounted for 62%, 48%, and
37% of revenue,  respectively,  in 2002. The Company's primary customers include
retailers and manufacturers.  The distribution of customers is not significantly
different from the previous  year. One customer  accounted for 14% of revenue in
2002. No other customer accounted for as much as ten percent of revenue.

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,  seasonal
variations during and after the winter holiday season have historically resulted
in reduced shipments by several  industries  served. 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.

Drivers, Independent Contractors, and Other Personnel

     Heartland's  workforce is an essential ingredient in achieving its business
objectives.  As of December 31, 2002,  Heartland  employed  2,518  persons.  The
Company also  contracted  with  independent  contractors  to provide and operate
tractors. Independent contractors own their own tractors and are responsible for
all  associated   expenses,   including  financing  costs,  fuel,   maintenance,
insurance,  and taxes. The Company historically has operated a combined fleet of
company and independent contractor tractors. Management believes that a combined
fleet   compliments  the  Company's   recruiting   efforts  and  offers  greater
flexibility in responding to fluctuations in shipper demand.

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

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

                                       2
<PAGE>
Revenue Equipment

     Heartland's  management  believes that  operating  high-quality,  efficient
equipment is an  important  part of providing  excellent  service to  customers.
Company-owned  tractors  are  equipped  with  satellite  communications  systems
manufactured  by  Qualcomm.   The  satellite  technology  allows  for  efficient
communication  with our drivers to accommodate  the needs of our customers.  The
owner-operator  tractors  will be equipped  with the  Qualcomm  units during the
first  quarter of 2003. A uniform fleet of tractors and trailers are utilized to
minimize maintenance costs and to standardize the Company's maintenance program.
The tractors are manufactured by Freightliner while trailers are manufactured by
Wabash  National.  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 inspected by the Company for compliance with
operational  and  safety  requirements  of the  Company  and the  United  States
Department of Transportation (DOT). These tractors are periodically inspected to
monitor continued compliance.

     Effective October 1, 2002, all newly manufactured truck engines must comply
with the engine  emission  standards  mandated by the  Environmental  Protection
Agency (EPA).  All truck engines  manufactured  prior to October 1, 2002 are not
subject to these new standards.  During 2002 the Company significantly increased
the purchase of trucks with  pre-October 2002 engines to delay the business risk
of buying new engines until adequate testing is completed. The Company will take
delivery of new trucks with pre-October  engines from its truck  manufacturer in
the first quarter of 2003. The Company  expects  subsequent new truck  purchases
during the remainder of 2003 to be minimal.  Truck  purchases will depend on the
Company's evaluation of the new EPA-compliant engines.

Fuel

     The Company  purchases  fuel  through a network of  approximately  100 fuel
stops throughout the United States.  The Company has negotiated volume discounts
based on  certain  purchase  commitments.  Bulk  fuel  sites are  maintained  at
primarily all 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 due to decreases in production 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 are not
recoverable.

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   (540-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  regulated by the United
States  Department of  Transportation  (DOT). The DOT generally  governs matters
such as safety requirements, registration to engage in motor carrier operations,
accounting systems, certain mergers, consolidations,  acquisitions, 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.


                                       3
<PAGE>


     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.

Company Internet Site

     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 (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 SEC  maintains  an internet  site  (http://www.sec.gov)  that  contains
reports,  proxy and information  statements and other information  regarding the
Company and other issuers that file electronically with the SEC.

     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 amendments to those
reports    are    not    available    on   the    Company's    internet    site,
http://www.heartlandexpress.com.  Paper copies of these  reports can be obtained
free of charge  from the  Company as soon as  reasonably  practicable  after the
reports  are  filed  electronically  with  the  SEC  by  calling  the  Company's
accounting department at 319-545-2728.

     The  aforementioned  periodic  filings are not  available on the  Company's
internet site because of the ease of access to such reports via the SEC internet
site. The Company does,  however,  make all press releases,  including  earnings
announcements, available on its internet site.

Forward-Looking Information

     The forward-looking  statements in this report,  which reflect management's
best judgment based on factors currently known, involve risks and uncertainties.
Actual  results  could  differ   materially   from  those   anticipated  in  the
forward-looking  statements  included herein as a result of a number of factors,
including,  but not  limited  to,  those  discussed  in  Item  7,  "Management's
Discussion and Analysis of Results of Operations and Financial Condition."

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 leases facilities in Carlisle,  Pennsylvania;
Decatur, Illinois;  Chester, Virginia; Roanoke, Virginia;  Baltimore,  Maryland;
and Charlotte, North Carolina. A Company-owned facility in Dubois,  Pennsylvania
is being leased to an unrelated third party.

ITEM 3.  LEGAL PROCEEDINGS

     On January 7, 2002, the  Owner-Operator  Independent  Drivers  Association,
Inc. served a lawsuit against the Company in the United State District Court for
the Southern  District of Iowa.  The lawsuit was granted  class action status on
January 23, 2003 on behalf of the  Company's  owner-operators  since  October 1,
1997.

                                       4
<PAGE>

Among other things,  the lawsuit  alleges that the Company  failed to adequately
inform  the   owner-operators   of  certain  deductions  from  their  settlement
statements in violation of Department of Transportation regulations and that the
Company's standard contract with owner-operators violates those regulations. The
lawsuit seeks unspecified  damages and an injunction to prevent  owner-operators
from  hauling  for  the  Company  until  alleged  contractual  deficiencies  are
corrected.  A trial is  scheduled  to begin in  September,  2003 and the Company
intends to defend the lawsuit  vigorously.  Although  there can be no assurance,
the Company does not expect that an adverse outcome would materially  affect the
Company's financial position or results of operations.

     On June 21, 2002 a driver for the Company  was  involved in a multiple  (5)
fatality accident in Knoxville, Tennessee. In connection with this accident, two
lawsuits have been field in the U.S.  District Court for the Eastern District of
Tennessee,  Northern  Division,  at Knoxville.  The first of these  lawsuits was
filed on July 17, 2002,  and the second  lawsuit was filed on July 23, 2002. The
combined  relief  sought  in these  cases is  approximately  $54.5  million  for
compensatory  damages and $215  million for  punitive  damages.  The Company has
insurance  coverage of $50 million for compensatory and punitive damages arising
out of these cases, subject to a self-insured  retention payable by the Company.
To  the  Company's  knowledge,  no  other  action,  including  governmental,  is
contemplated  in  connection   with  the  accident.   In  connection  with  this
litigation,  the  company has  reserved  the entire  amount of its  self-insured
retention.  Although there can be no assurance,  the Company does not anticipate
that its  ultimate  liability  resulting  from this  litigation  will exceed the
coverage limits under its insurance policy. If the Company's  ultimate liability
were to exceed such  coverage  limits,  the  Company's  financial  position  and
results of operations could be materially affected.

     Additionally,  the Company is a party to ordinary,  routine  litigation and
administrative  proceedings incidental to its business. None of the claims would
materially impact net income or financial position.  These proceedings primarily
involve claims for personal  injury and property  damage  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
self-insured retentions.

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

     During the fourth  quarter of 2002, no matters were  submitted to a vote of
security holders.

                                     PART II

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

                           Price Range of Common Stock

     The Company's  common stock has been traded on the NASDAQ  National  Market
under the symbol HTLD, since November 5, 1986, the date of the Company's initial
public  offering.  The  following  table  sets  forth  for the  calendar  period
indicated the range of high and low price  quotations  for the Company's  common
stock as reported  by NASDAQ from  January 1, 2001 to  December  31,  2002.  The
prices  have been  restated to reflect  stock  splits of 25% on May 31, 2001 and
approximately 57.7% on February 19, 2002.

                 Period                             High                Low
           Calendar Year 2002
               1st Quarter                        $ 25.03             $ 17.46
               2nd Quarter                          24.09               17.15
               3rd Quarter                          24.07               17.25
               4th Quarter                          23.39               16.77

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




                                       5
<PAGE>

     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or commissions, and may not represent actual transactions. As of March
4, 2003 the Company had 238 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.

ITEM 6.   SELECTED FINANCIAL DATA

     The following  selected  financial data should be read in conjunction  with
the Company's  consolidated  financial statements and notes under Item 8 of this
Form 10-K.
<TABLE>
<CAPTION>

                                                Year Ended December 31,
                                         (in thousands, except per share data)
                                          2002        2001        2000       1999        1998
<S>                                    <C>         <C>         <C>         <C>         <C>
                                       ---------   ---------   ---------   ---------   ---------
Income Statement Data:
  Operating revenue ................   $ 340,745   $ 294,617   $ 274,827   $ 261,004   $ 263,489
                                       ---------   ---------   ---------   ---------   ---------
Operating expenses:
  Salaries, wages, and benefits ....     109,960      87,643      73,847      60,258      51,995
  Rent and purchased transportation       64,159      65,912      75,191      90,337     100,089
  Operations and maintenance .......      56,335      47,903      42,651      30,167      26,072
  Taxes and licenses ...............       7,144       6,189       5,952       5,935       6,150
  Insurance and claims .............       9,193       7,619       6,706       5,742       6,810
  Communications and utilities .....       2,957       2,903       2,952       2,629       2,684
  Depreciation .....................      20,379      17,001      16,285      16,216      18,108
  Other operating expenses .........       8,843       6,814       6,505       5,941       5,872
  (Gain) loss on disposal of
    fixed assets....................        (274)         14      (1,512)       (928)       (332)
                                       ---------   ---------   ---------   ---------   ---------
                                         278,696     241,998     228,577     216,297     217,448
                                       ---------   ---------   ---------   ---------   ---------
       Operating income.............      62,049      52,619      46,250      44,707      46,041
Interest income ....................       2,811       4,435       5,726       5,953       4,896
                                       ---------   ---------   ---------   ---------   ---------
Income before income taxes .........      64,860      57,054      51,976      50,660      50,937
Income taxes .......................      22,053      19,398      17,672      17,536      17,828
                                       ---------   ---------   ---------   ---------   ---------
Net income .........................   $  42,807   $  37,656   $  34,304   $  33,124   $  33,109
                                       =========   =========   =========   =========   =========
Basic weighted average shares
Outstanding ........................      50,000      50,000      50,342      57,871      59,133
                                       =========   =========   =========   =========   =========
Basic earnings per share ...........   $    0.86   $    0.75   $    0.68   $    0.57   $    0.56
                                       =========   =========   =========   =========   =========


Balance sheet data:
Net working capital ................   $ 146,297   $ 147,904   $ 118,506   $ 111,675   $ 127,989
Total assets........................     373,108     314,238     268,055     246,494     256,828
Stockholders' equity................     275,930     232,789     195,134     174,840     186,848
</TABLE>


                                       6
<PAGE>


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

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  Company's  significant  accounting  policies  are
disclosed  in Item 8.  Note 1,  "Significant  Accounting  Policies"  of Notes to
Consolidated Financial Statements.

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

*    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 at the
     expected  date of trade-in or sale are based on the expected  market values
     of equipment at the time of disposal.
*    Management  estimates  accruals  for the  self-insured  portion  of pending
     accident liability, workers' compensation, physical damage and cargo damage
     claims.  The  Company's  self-insured  limit is $500,000  per claim.  These
     accruals are recorded at the estimated  maximum exposure and are based upon
     individual case estimates, including negative development, and estimates of
     incurred-but-not-reported losses based upon past experience.

     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.

Results of Operations

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

                                                     Year Ended December 31,
                                                  ----------------------------
                                                   2002       2001       2000
<S>                                               <C>        <C>        <C>
                                                  ------     ------     ------
Operating revenue ..........................      100.0%     100.0%     100.0%
                                                  ------     ------     ------
Operating expenses:
  Salaries, wages, and benefits ............       32.3%      29.7%      26.9%
  Rent and purchased transportation ........       18.8       22.4       27.4
  Operations and maintenance ...............       16.5       16.2       15.5
  Taxes and licenses .......................        2.1        2.1        2.2
  Insurance and claims .....................        2.7        2.6        2.4
  Communications and utilities .............        0.9        1.0        1.1
  Depreciation .............................        6.0        5.8        5.9
  Other operating expenses..................        2.6        2.3        2.4
  (Gain) loss on disposal of fixed assets ..       (0.1)      (0.0)      (0.6)
                                                  ------     ------     ------
  Total operating expenses..................       81.8%      82.1%      83.2%
                                                  ------     ------     ------
    Operating income .......................       18.2%      17.9%      16.8%
Interest income ............................        0.8        1.5        2.1
                                                  ------     ------     ------
  Income before income taxes ...............       19.0%      19.4%      18.9%
Federal and state income taxes .............        6.4        6.6        6.4
                                                  ------     ------     ------
    Net income .............................       12.6%      12.8%      12.5%
                                                  ======     ======     ======
</TABLE>

                                       7
<PAGE>


Year Ended December 31, 2002 Compared With Year Ended December 31, 2001

     Operating  revenue  increased $46.1 million  (15.7%),  to $340.7 million in
2002 from $294.6 million in 2001, as a result of the Company's  expansion of the
customer base as well as increased volume from existing customers. The June 2002
acquisition of the trucking assets of Great Coastal  Express,  Inc.  contributed
approximately  $27.3  million to the  increase  in revenue  for 2002.  Operating
revenue  for  both  periods  was also  positively  impacted  by fuel  surcharges
assessed to the  customer  base.  Fuel  surcharge  revenue  decreased in 2002 in
comparison to 2001.

     Salaries,  wages, and benefits  increased $22.3 million (25.5%),  to $109.9
million  in 2002  from  $87.6  million  in 2001.  As a  percentage  of  revenue,
salaries,  wages, and benefits increased to 32.3% 2002 from 29.7% in 2001. These
increases  are the  result of  increased  reliance  on  employee  drivers  and a
corresponding decrease in miles driven by independent contractors.  The increase
in employee  driver  miles was  attributable  to internal  growth in the company
tractor  fleet  and the  acquisition  of Great  Coastal  Express.  During  2002,
employee drivers accounted for 73% and independent  contractors 27% of the total
fleet miles, compared with 68% and 32%, respectively,  in 2001. In addition, the
increased reliance on employee drivers resulted in higher workers'  compensation
and health insurance costs for the year.

     Rent and purchased  transportation  decreased $1.8 million (2.7%), to $64.1
million in 2002 from $65.9 million in 2001. As a percentage of revenue, rent and
purchased  transportation  decreased  to 18.8% in 2002 from 22.4% in 2001.  This
reflected the Company's  decreased reliance upon independent  contractors.  Rent
and  purchased   transportation  for  both  periods  includes  amounts  paid  to
independent contractors for fuel surcharge.

     Operations and maintenance  increased $8.4 million (17.6%) to $56.3 million
in 2002 from $47.9 million in 2001. As a percentage of revenue,  operations  and
maintenance  increased  to 16.5% in 2002  from  16.3%  in  2001.  The  increase,
primarily related to fuel expense,  is attributable to increased reliance on the
Company owned fleet. Average fuel prices during 2002 were lower compared to 2001
with the exception of the fourth quarter of 2002 when prices rose substantially.

     Taxes and licenses increased $0.9 million (15.4%),  to $7.1 million in 2002
from $6.2  million in 2001.  As a  percentage  of  revenue,  taxes and  licenses
remained  constant at 2.1%. The increase in taxes and licenses is related to and
in proportion with the growth in fleet size.

     Insurance and claims  increased  $1.5 million  (18.2%),  to $9.2 million in
2002 from $7.7 million in 2001. As a percentage of revenue, insurance and claims
increased to 2.7% in 2002 from 2.6% in 2001.  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.  The 2002 increase is a result of less favorable
claims experience and a slight increase in frequency.

     Communication and utility expenses  increased  slightly in 2002 compared to
2001, primarily due to the utilization of improved communications technology.

     Depreciation  increased $3.4 million (19.9%), to $20.4 million in 2002 from
$17.0  million  in  2001   primarily  due  to  an  increase  in  the  number  of
Company-owned  tractors and the growth of the trailer fleet.  As a percentage of
revenue, depreciation increased to 6.0% in 2002 from 5.8% in 2001.

     Other operating expenses increased $2.0 million (29.8%), to $8.8 million in
2002 from $6.8  million in 2001 due to an increase in total  fleet  miles.  As a
percentage of revenue,  other operating  expenses increased to 2.6% in 2002 from
2.3% in 2001.  Other  operating  expenses  consist of costs incurred for freight
handling, highway tolls, driver recruiting expenses, and administrative costs.

     Primarily  as a result of the  foregoing,  the  Company's  operating  ratio
(operating expenses expressed as a percentage of operating revenue) decreased to
81.8% in 2002 compared with 82.1% in 2001.

     Interest  income  decreased $1.6 million  (36.6%),  to $2.8 million in 2002
from $4.4 million in 2001 due to lower  interest  rates.  The Company had $153.9
million in cash, cash equivalents, and investments at December 31, 2002 compared
with $161.1  million at December 31, 2001.  Interest  income earned is primarily
exempt from federal taxes and therefore earned at a lower pre-tax rate.

     The Company's effective tax rate was 34.0% in both 2002 and 2001.

                                       8
<PAGE>



     As a result of the foregoing, net income increased to $42.8 million in 2002
from $37.7 million in 2001 with a net margin of 12.6% in 2002.

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

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

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

     Rent and purchased  transportation decreased $9.3 million (12.3%), to $65.9
million in 2001 from $75.2 million in 2000. As a percentage of revenue, rent and
purchased  transportation  decreased  to 22.4% in 2001 from 27.4% in 2000.  This
reflected the Company's  decreased reliance upon independent  contractors.  Rent
and  purchased   transportation  for  both  periods  includes  amounts  paid  to
independent contractors for fuel surcharge.

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

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


                                       9
<PAGE>

     Net cash provided by operations was $67.9 million in 2002, $61.2 million in
2001,  and $49.9  million in 2000.  The primary  source of funds in 2002 was net
income  of  $42.8   million   increased  by  non-cash   adjustments,   including
depreciation and amortization of $20.4 million.

     Net investing  activities  consumed $79.3 million in 2002, $68.5 million in
2001,  and $34.1 million in 2000. The primary use of cash in 2002 other than the
investment in tax-exempt  putable bonds mentioned  above,  was $80.7 million for
capital  expenditures,  primarily revenue equipment and trucking assets of Great
Coastal   Express.   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 $14.0 million in 2000. The 2000
financing  activity was comprised solely of the repurchase of approximately  2.1
million shares of the Company's common stock. There were no financing activities
in 2002 and 2001.

     The Company ended the year with $153.9 million in cash,  cash  equivalents,
and investments and no debt. Based on the Company's  strong financial  position,
management foresees no significant barriers to obtaining  sufficient  financing,
if necessary, to continue with growth plans.

Inflation

     Most of the  Company's  operating  expenses are  inflation-sensitive,  with
inflation  generally  producing  increased  costs  of  operations.  The  Company
historically has limited the effects of inflation  through  increases in freight
rates and certain cost control  efforts.  An extended  period of inflation could
increase costs such as fuel, wages, and revenue  equipment  prices.  Competitive
conditions   in  the   transportation   industry,   such  as  lower  demand  for
transportation  services,  could  affect the  Company's  ability to obtain  rate
increases.

Forward-Looking Statements and Risk Factors

     Statements in this report that are not reported  financial results or other
historical  information are  "forward-looking  statements" within the meaning of
the Private Securities  Litigation Reform Act of 1995. Such statements are based
on  present  information  the  Company  has  related  to its  existing  business
circumstances and involve a number of business risks and  uncertainties,  any of
which could cause actual results to differ materially from such  forward-looking
statements.  Further,  investors are cautioned  that the Company does not assume
any  obligation  to update  forward-looking  statements  based on  unanticipated
events or changed  expectations.  In addition to  specific  factors  that may be
described in  connection  with any  particular  forward-looking  statement,  the
following factors could cause actual results to differ materially.

     Growth with  existing  customers and the ability to solicit new business is
dependent  upon the  Company's  ability to provide  on-time  service and certain
economic factors.  Weakness in the economy including  decreased  consumer demand
could adversely affect the demand for the Company's  transportation services and
future  growth.  The  ability to  negotiate  increased  freight  rates to offset
effects of inflation and cost  increases is also dependent upon the state of the
economy to a certain  extent.  The Company may also be affected by the financial
failure of existing customers resulting in fewer shipments or potential bad debt
write-offs.  An extended period of economic  downturn could also enhance revenue
growth  because of  industry  consolidation.  The  truckload  industry is highly
competitive  with an  abundance  of  trucking  companies,  both  profitable  and
marginal.  The  business  failures  of the  marginal  competition  may result in
increased opportunities for the financially strong.

     Shortages  of fuel and the  resulting  increase  in the price of diesel can
have an adverse  impact on  operations  and  profitability.  Instability  in the
Middle East and South America caused dramatic  increases in the price of fuel in
the  second  half of 2002 and into the  first  quarter  of 2003.  The  Company's
operating  results  are  negatively  impacted to the extent that high fuel costs
cannot be recovered through customer fuel surcharge agreements.

     The Company is subject to  regulation  by the DOT,  EPA, and various  other
federal and state authorities.  New or more comprehensive regulations pertaining
to fuel emissions,  driver hours-of-service,  or other mandated regulation could
result in the increased cost of  operations.  In addition,  increased  taxes and
operating  fees  mandated by federal and state  taxing  authorities  can have an
adverse effect on profitability.

                                       10
<PAGE>

     Effective October 1, 2002 all newly  manufactured  engines must comply with
emission  standards  mandated by the EPA.  Truck engines  manufactured  prior to
October 1, 2002 are not subject to the new emission standards.  The Company does
not intend to purchase any tractors with  EPA-compliant  engines until  adequate
testing by the  manufacturers  has been  completed.  The  pricing,  engine life,
maintenance  cost, and fuel efficiency of the new engine could have an impact on
the Company's operating expenses.

     The Company's  operation is highly dependent on the hiring and retention of
experienced  drivers  with safe  driving  records.  There has been a shortage of
qualified  drivers and independent  contractors over the past several years. The
availability  of company  employed  drivers  improved in 2002  primarily  due to
industry  consolidation caused by the business failures of marginal competitors.
However,  the  availability of independent  contractors has declined due to high
fuel prices and the decreased  availability  of tractor  financing.  The Company
expects that the hiring of qualified drivers will remain competitive. A shortage
of qualified drivers and independent  contractors for an extended period of time
could effect the growth and operating results of the Company.

     The Company is involved in routine  litigation  incidental to its business,
primarily  involving claims for personal injury,  property damage,  and workers'
compensation  incurred in the transportation of freight. The Company has assumed
the liability for claims up to $500,000, plus administrative  expenses, for each
occurrence.  Claims in excess of $500,000 are covered by premium-based  policies
to levels  that  management  considers  adequate.  In  recent  years the cost of
insurance in the industry has increased dramatically due to increased claims and
economic  conditions.  The Company's current insurance  policies expire in 2003.
Increases  in premiums  and  self-retention  levels  could impact the results of
operations.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company purchases only high quality liquid  investments.  Primarily all
investments  as of December 31, 2002 have an original  maturity of twelve months
or less. The Company holds all investments to maturity and therefore, is exposed
to minimal market risk related to its cash equivalents.

     The Company has no debt  outstanding as of December 31, 2002 and therefore,
has no market risk related to debt.

     The price and  availability of diesel fuel are subject to fluctuations  due
to changes  in the level of global oil  production,  seasonality,  weather,  and
other  market  factors.  Historically,  the  Company  has been able to recover a
majority of fuel price increases from customers in the form of fuel  surcharges.
The Company cannot predict the extent to which high fuel price levels will occur
in the future or the  extent to which  fuel  surcharges  could be  collected  to
offset such  increases.  As of December 31, 2002,  the Company had no derivative
financial instruments to reduce its exposure to fuel price fluctuations.









                                       11
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                          Independent Auditors' Report



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

We have  audited  the  accompanying  consolidated  balance  sheet  of  Heartland
Express,  Inc.  (a Nevada  corporation)  and  Subsidiaries  (the  Company) as of
December  31,  2002,  and the related  consolidated  statements  of  operations,
stockholders' equity, and cash flows for the year then ended. These consolidated
financial  statements  and  consolidated  financial  statement  schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated  financial  statements and consolidated  financial
statements  schedule  based  on  our  audit.  The  accompanying  2001  and  2000
consolidated  financial statements and consolidated financial statement schedule
of Heartland  Express,  Inc. and Subsidiaries were audited by other auditors who
have ceased operations. Those auditors expressed an unqualified opinion on those
consolidated  financial statements and consolidated financial statement schedule
in their  report  dated  January 13,  2002  (except  with  respect to the matter
discussed in Note 6, as to which the date in January 28, 2002).

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  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
audit provides a reasonable basis for our opinion.

In our opinion,  the 2002 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, 2002, and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

Our  audit  was  made  for the  purpose  of  forming  an  opinion  on the  basic
consolidated 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 consolidated financial statements.  This schedule has been
subjected  to the  auditing  procedures  applied  in  the  audit  of  the  basic
consolidated  financial  statements  and, in our opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic consolidated financial statements taken as a whole.

As discussed in Note 1 to the consolidated  financial  statements,  in 2002, the
Company changed its method of accounting for goodwill and related amortization.



                                    KPMG LLP

Des Moines, Iowa
January 17, 2003



                                       12
<PAGE>




                              REPORT OF INDEPENDENT
                               PUBLIC ACCOUNTANTS



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



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

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Heartland Express,
Inc.  and  Subsidiaries,  as of December  31, 2002 and 2000,  and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001 in  conformity  with  accounting  principles  generally
accepted in the United States.

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




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



THIS REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP. THIS
REPORT HAS NOT BEEN REISSED BY ARTHUR  ANDERSEN AND IS INCLUDED  HEREIN PURSUANT
TO RULE 2-02(e) OF REGULATION S-X OF THE SECURITIES AND EXCHANGE COMMISSION.




                                       13
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                         December 31,
                                                 ------------------------------
                           ASSETS                     2002             2001
                                                 -------------    -------------
<S>                                              <C>              <C>
CURRENT ASSETS
   Cash and cash equivalents .................   $ 109,397,246    $ 120,794,142
   Investments ...............................      44,464,176       40,281,980
   Trade receivables, net of allowance
   for doubtful accounts of:
   $650,000 and $402,812, respectively .......      33,012,394       25,700,435
   Prepaid tires and tubes ...................       4,757,850        4,077,276
   Deferred income taxes .....................      21,134,000       17,358,000
   Other current assets ......................         620,344          144,890
                                                 -------------    -------------
     Total current assets ....................     213,386,010      208,356,723
                                                 -------------    -------------
PROPERTY AND EQUIPMENT
   Land and land improvements ................       4,402,820        4,402,820
   Buildings .................................       8,532,621        8,532,621
   Furniture and fixtures ....................       1,300,848        1,300,848
   Shop and service equipment ................       1,403,633        1,453,755
   Revenue equipment .........................     175,476,971      133,902,094
                                                 -------------    -------------
                                                   191,116,893      149,592,138
   Less accumulated depreciation .............      39,715,307       47,473,283
                                                 -------------    -------------
   Property and equipment, net ...............     151,401,586      102,118,855
                                                 -------------    -------------
OTHER ASSETS, net of accumulated
   amortization of $3,524,135 and
   $3,512,466, respectively ..................       8,320,593        3,762,832
                                                 -------------    -------------
                                                 $ 373,108,189    $ 314,238,410
                                                 =============    =============

              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued liabilities ..   $   8,632,810    $   7,073,957
   Compensation and benefits .................       7,632,766        6,383,984
   Income taxes payable ......................       6,070,318        6,693,398
   Insurance accruals ........................      40,228,160       36,443,348
   Other accruals ............................       4,525,396        3,858,496
                                                 -------------    -------------
   Total current liabilities .................      67,089,450       60,453,183
                                                 -------------    -------------
DEFERRED INCOME TAXES ........................      30,089,000       20,996,000
                                                 -------------    -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
   Preferred stock, par value  $.01;
   authorized 5,000,000 shares; none issued ..            --               --
   Common stock, par value $.01; authorized
   395,000,000 shares; issued and
   outstanding: 50,000,000 in both 2002 and
   2001 (Note 6) .............................         500,000          500,000
   Additional paid-in capital ................       8,603,762        6,608,170
   Retained earnings .........................     268,488,971      225,681,057
                                                 -------------    -------------
                                                   277,592,733      232,789,227
   Less unearned compensation ................      (1,662,994)            --
                                                 -------------    -------------
                                                   275,929,739      232,789,227
                                                 -------------    -------------
                                                 $ 373,108,189    $ 314,238,410
                                                 =============    =============
</TABLE>


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


                                       14
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                              Years Ended December 31,
                                    -------------------------------------------
                                         2002            2001           2000
                                    -------------  -------------  -------------
<S>                                 <C>            <C>            <C>
Operating revenue ................  $ 340,745,026  $ 294,617,263  $ 274,827,551
                                    -------------  -------------  -------------

Operating expenses:
  Salaries, wages, and benefits ..    109,959,772     87,643,187     73,846,541
  Rent and purchased
    transportation ...............     64,159,365     65,911,825     75,190,893
  Operations and maintenance .....     56,334,769     47,903,499     42,650,757
  Taxes and licenses .............      7,144,078      6,188,628      5,952,448
  Insurance and claims ...........      9,192,632      7,618,919      6,706,247
  Communications and utilities ...      2,956,810      2,902,496      2,952,394
  Depreciation ...................     20,378,720     17,000,927     16,284,550
  Other operating expenses .......      8,843,137      6,814,399      6,505,174
  (Gain) loss on disposal of
  fixed assets ...................       (273,549)        14,442     (1,511,587)
                                    -------------  -------------  -------------
                                      278,695,734    241,998,322    228,577,417
                                    -------------  -------------  -------------
  Operating income ...............     62,049,292     52,618,941     46,250,134
Interest income ..................      2,811,181      4,434,914      5,725,551
                                    -------------  -------------  -------------
  Income before income taxes .....     64,860,473     57,053,855     51,975,685
Income taxes .....................     22,052,559     19,398,239     17,671,725
                                    -------------  -------------  -------------
  Net income .....................  $  42,807,914  $  37,655,616  $  34,303,960
                                    =============  =============  =============
Basic earnings per share .........  $        0.86  $        0.75  $        0.68
                                    =============  =============  =============

Basic weighted average shares
outstanding ......................     50,000,000     50,000,000     50,341,771
                                    =============  =============  =============
</TABLE>



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







                                       15
<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, 1999    $ 264,603    $ 6,608,170   $167,966,778    $        --    $ 174,839,551
Repurchase of common stock      (10,937)            --    (13,998,963)            --      (14,009,900)
Net income ...............           --             --     34,303,960             --       34,303,960
                              ---------    -----------   ------------    -----------    -------------
Balance, December 31, 2000      253,666      6,608,170    188,271,775             --      195,133,611
Stock splits (Note 6) ....      246,334             --       (246,334)            --               --
Net income ...............           --             --     37,655,616             --       37,655,616
                              ---------    -----------   ------------    -----------    -------------
Balance, December 31, 2001      500,000      6,608,170    225,681,057             --      232,789,227
Net income ...............           --             --     42,807,914             --       42,807,914
Transfer pursuant to stock
  awards (Note 6) ........           --      1,995,592             --     (1,995,592)              --
Amortization of unearned
  compensation ...........           --             --             --        332,598          332,598
                              ---------    -----------   ------------    -----------    -------------
Balance, December 31, 2002    $ 500,000    $ 8,603,762   $268,488,971    $(1,662,994)   $ 275,929,739
                              =========    ===========   ============    ===========    =============


</TABLE>





































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



                                       16
<PAGE>





                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                 -----------------------------------------------
                                                     2002             2001             2000
                                                 -------------    -------------    -------------
<S>                                              <C>              <C>              <C>
OPERATING ACTIVITIES
Net income ...................................   $  42,807,914    $  37,655,616    $  34,303,960
Adjustments to reconcile to net cash provided
by operating activities:
   Depreciation and amortization .............      20,390,389       17,779,043       17,217,526
   Deferred income taxes .....................       5,317,000        2,993,000        1,478,000
   Amortiziation of unearned compensation ....         332,598             --               --
   (Gain) loss on disposal of fixed assets ...        (273,549)          14,442       (1,511,587)
   Changes in certain working capital items:
     Trade receivables .......................      (7,311,959)        (745,754)      (1,475,973)
     Prepaids ................................        (678,174)        (296,632)      (2,125,626)
     Other current assets ....................        (475,454)         183,383           31,199
     Accounts payable and accrued expenses ...       8,399,063        1,594,686        2,349,670
     Accrued income taxes ....................        (623,080)       2,074,516         (355,459)
                                                 -------------    -------------    -------------
Net cash provided by operating activities ....      67,884,748       61,252,300       49,911,710
                                                 -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment .      10,159,471          402,113        2,163,324
Additions to property and equipment ..........     (58,469,994)     (29,104,777)     (36,335,347)
Acquisition of business ......................     (26,719,495)            --               --
Net maturities (purchases) of municipal bonds       (4,182,196)     (40,281,980)         500,000
Other ........................................         (69,430)         499,410         (413,767)
                                                 -------------    -------------    -------------
Net cash used in investing activities ........     (79,281,644)     (68,485,234)     (34,085,790)
                                                 -------------    -------------    -------------
FINANCING ACTIVITIES
Repurchase of common stock ...................            --               --        (14,009,900)
                                                 -------------    -------------    -------------
Net cash used in financing activities ........            --               --        (14,009,900)
                                                 -------------    -------------    -------------
Net increase (decrease) in cash and cash
  equivalents ................................     (11,396,896)      (7,232,934)       1,816,020
CASH AND CASH EQUIVALENTS
Beginning of year ............................     120,794,142      128,027,076      126,211,056
                                                 -------------    -------------    -------------
End of year ..................................   $ 109,397,246    $ 120,794,142    $ 128,027,076
                                                 =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
Cash paid during the period for:
   Income taxes ..............................   $  17,358,639    $  14,330,723    $  16,549,184
Noncash investing activities:
   Book value of revenue equipment traded ....   $  25,770,052    $  11,516,930    $  12,202,753
</TABLE>

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





                                       17
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 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,  with selected service to the West. 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 original
maturities of three months or less.

     The Company maintains its cash accounts  primarily with a bank owned by the
Company's  president.  Total cash  balances  are  insured  by the  F.D.I.C up to
$100,000. The Company had cash balances on deposit with the bank at December 31,
2002 and 2001 that exceeded the balance insured by the F.D.I.C. in the amount of
$3,327,000 and $2,639,000, respectively.

Investments:

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

Revenue and Expense Recognition:

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

Property,  Equipment, and Depreciation:

     Property and equipment are stated at cost,  while  maintenance  and repairs
are charged to operations as incurred.  If equipment is traded rather then sold,
the cost of the new equipment is recorded at an amount equal to the lower of the
monetary  consideration  paid plus the net book value of the traded equipment or
the fair value of the new equipment.


                                       18
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

Lives of the assets are as follows:

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


Tires and Tubes:

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

Goodwill:

     The Company adopted  Statement of Financial  Accounting  Standards No. 142,
"Accounting for Goodwill and Other Intangible Assets" (SFAS No. 142), on January
1, 2002.  SFAS No. 142 requires  that  goodwill be tested at least  annually for
impairment  by applying a fair value based  analysis.  With the adoption of SFAS
No.  142,  goodwill  will no longer be subject to  amortization  resulting  in a
decrease in annualized  operating expenses of $778,116.  Prior to 2002, goodwill
was amortized on a straight-line basis over a five year period. Goodwill, net of
amortization,  is recorded in other assets.  Management has  determined  that no
impairment charge is required for 2002.

Earnings Per Share:

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

Insurance and Claims accruals:

     Insurance  accruals  reflect the estimated  cost for cargo loss and damage,
bodily  injury  and  property   damage   (BI/PD),   group  health  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 group
health and workers' compensation  insurance and claims are included in salaries,
wages, and benefits in the consolidated statements of operations.

Impairment of Long-Lived Assets:

     On January 1, 2002, the Company adopted  Statement of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets"  (SFAS  No.  144).  The  Company  periodically  evaluates  property  and
equipment  for   impairment   upon  the  occurrence  of  events  or  changes  in
circumstances that indicate the carrying amount of asset may not be recoverable.
Management has  determined  that the adoption of SFAS No. 144 did not require an
impairment charge in 2002.

                                       19
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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  statement
carrying  amount of existing  assets and  liabilities  and their  respective tax
bases.  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.

Prospective Accounting Pronouncements:

     In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No.  143,  "Accounting  for  Obligations   Associated  with  the  Retirement  of
Long-Lived Assets." SFAS No. 143, effective January 1, 2003, addresses financial
accounting and reporting obligations  associated with the retirement of tangible
long-lived  assets and the  associated  asset  retirement  costs.  Under the new
statement,  the Company will record both an initial  asset and a  liability,  at
fair  value,  for  estimated  costs of  legal  obligations  associated  with the
retirement of long-lived asset will be depreciated over the expected useful life
of the asset.  As of December 31, 2002,  management has determined that SFAS 143
will not have a  significant  effect  on the  Company's  financial  position  or
results of operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections."  The provisions of this statement are effective with the beginning
of fiscal year 2003. As of December 31, 2002,  management believes that SFAS 145
will have no significant  effect on the Company's  financial position or results
of operations.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated  with Exit or Disposal  Activities."  The  Statement  requires that a
liability for all costs be  recognized  when the liability is incurred with exit
or  disposal  activities  as opposed to when the entity  commits to an exit plan
under EITF No. 94-3,  "Liability  Recognition for Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (Including  Certain Costs Incurred
in a Restructuring)."  The statement will be applied prospectively to activities
exited from or disposed of initiated after December 31, 2002. As of December 31,
2002,  management  believes  that the adoption of SFAS 146 will have no material
effect on its financial position or results of operations.

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 37%,
38%, and 35% of revenues for the years ended December 31, 2002,  2001, and 2000,
respectively.  Operating  revenue from one customer  exceeded 10% of total gross
revenues in 2002,  2001 and 2000.  Annual  revenues for this customer were $46.3
million, $45.3 million, and $42.9 million for the years ended December 31, 2002,
2001, and 2000, respectively.





                                       20
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes 3. Income Taxes

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

     Deferred tax assets and liabilities as of December 31 are as follows:
<TABLE>
<CAPTION>

                                                          2002         2001
                                                     ------------  ------------
<S>                                                  <C>           <C>
Deferred income tax liabilities,
  related to property and equipment                  $ 30,089,000  $ 20,996,000
                                                     ============  ============
Deferred income tax assets:
   Allowance for doubtful accounts                   $    263,000  $    153,000
   Accrued expenses                                     3,263,000     2,262,000
   Insurance accruals                                  16,293,000    13,562,000
   Other                                                1,315,000     1,381,000
                                                     ------------  ------------
   Deferred income tax assets                        $ 21,134,000  $ 17,358,000
                                                     ============  ============
</TABLE>

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

                                            2002          2001         2000
                                       ------------  ------------  ------------
<S>                                    <C>           <C>           <C>
Current income taxes:
Federal                                $ 15,372,814  $ 15,357,642  $ 14,846,728
State                                     1,362,745     1,047,597     1,346,997
                                       ------------  ------------  ------------
                                         16,735,559    16,405,239    16,193,725
                                       ------------  ------------  ------------
Deferred income taxes:
Federal                                   5,684,000     3,027,000     1,574,000
State                                      (367,000)      (34,000)      (96,000)
                                       ------------  ------------  ------------
                                          5,317,000     2,993,000     1,478,000
                                       ------------  ------------  ------------
Total                                  $ 22,052,559  $ 19,398,239  $ 17,671,725
                                       ============  ============  ============
</TABLE>

     The income tax provision differs from the amount determined by applying the
U.S. federal tax rate as follows:
<TABLE>
<CAPTION>
                                            2002         2001          2000
                                       ------------  ------------  ------------
<S>                                    <C>           <C>           <C>
Federal tax at statutory rate (35%)    $ 22,701,166  $ 19,968,849  $ 18,191,490
State taxes, net of federal benefit         807,000       502,000       340,000
Non-taxable interest income                (907,000)   (1,458,000)   (1,725,000)
Other                                      (548,607)      385,390       865,235
                                       ------------  ------------  ------------
                                       $ 22,052,559  $ 19,398,239  $ 17,671,725
                                       ============  ============  ============

</TABLE>




                                       21
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4.  Related Party Transactions

     The Company  leases two office  buildings  and a storage  building from its
president  under a lease which provides for monthly  rentals of $24,969 plus the
payment of all property taxes, insurance and maintenance.  The lease expires May
31, 2005 and contains a five-year  renewal option. In the opinion of management,
the rates paid are  comparable  to those that could be  negotiated  with a third
party.

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

                            Year Ending December 31:

                          2003                  299,625
                          2004                  299,625
                          2005                  124,844
                                              ---------
                                              $ 724,094
                                              =========

     Rent expense paid to the Company's president totaled $299,625 for the years
ended  December 31, 2002 and 2001, and $292,281 for  the year ended December 31,
2000.  The Company  maintains  cash  accounts with a bank owned by the Company's
president.  At  December  31, 2002 and 2001,  the  Company had cash  accounts of
$3,427,396 and $2,738,588,  respectively, on deposit at the bank. In the opinion
of  management,  interest  rates  earned are  comparable  to those that could be
earned at other area banks.

Note 5.  Accident and Workers' Compensation Claims

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

     The Company acts as a self-insurer for workers'  compensation  liability up
to a maximum liability of $500,000 per claim. Liability in excess of this amount
is assumed  by an  insurance  underwriter.  The State of Iowa has  required  the
Company to  deposit  $700,000  into a trust  fund as part of the  self-insurance
program.  This deposit has been classified  with other  long-term  assets on the
balance sheet. In addition, the Company has provided its insurance carriers with
letters of credit and deposits of approximately  $4.1 million in connection with
its  liability and workers'  compensation  insurance  arrangements.  Deposits of
$765,000 are included in other assets on the balance sheet.

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

     Claims are accrued at the maximum estimated  exposure based on management's
evaluation of the nature and severity of individual  claims.  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.




                                       22
<PAGE>




                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 6.  Stockholders' Equity

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

     On March 7, 2002,  the principal  stockholder  awarded 90,750 shares of his
common stock to key  employees  of the  Company.  These shares had a fair market
value of $21.99 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 $332,598 was recognized for the
year ended December 31, 2002.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to  repurchase  shares of the  Company's  Common Stock with an aggregate
purchase price of $5.0 million.  No shares were purchased  during 2002 and 2001,
and the authorization to repurchase remains open at December 31, 2002.

     The Company purchased  2,155,735 shares of its common stock for $14,009,900
on  February  28,  2000.  The  shares  have  been  reported  as  retired  in the
accompanying financial statements.

Note 7.  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 mandatory matching contribution of a discretionary
percentage  to  driver  employees.   Company   contributions  totaled  $620,000,
$497,000,  and $255,000,  for the years ended December 31, 2002, 2001, and 2000,
respectively.

Note 8.  Acquisition of Business

     On June 1, 2002, the Company  acquired the business and trucking  assets of
Great Coastal  Express,  Inc.  ("Great  Coastal"),  a  privately-held  truckload
carrier.  Great Coastal had gross revenues of approximately $70 million in 2001.
The  acquired  assets  (primarily  revenue  equipment)  were  recorded  at their
estimated fair values of approximately $22.2 million in accordance with SFAS No.
141,  Business  Combinations.  Goodwill  in the amount of $4.4  million has been
recorded in "Other Assets, net" for the amount which the purchase price exceeded
the fair value of the  assets  acquired  and is  primarily  attributable  to the
driver workforce  acquired as part of the acquisition.  The acquisition has been
accounted for in the Company's results of operations since the acquisition date.
The pro forma effect of the  acquisition on the Company's  results of operations
is immaterial. The acquisition was funded from cash and investments.



                                       23
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9.  Commitments and Contingencies

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

     On June 21, 2002 a driver for the Company  was  involved in a multiple  (5)
fatality accident in Knoxville, Tennessee. In connection with this accident, two
lawsuits have been field in the U.S.  District Court for the Eastern District of
Tennessee,  Northern  Division,  at Knoxville.  The first of these  lawsuits was
filed on July 17, 2002,  and the second  lawsuit was filed on July 23, 2002. The
combined  relief  sought  in these  cases is  approximately  $54.5  million  for
compensatory  damages and $215  million for  punitive  damages.  The Company has
insurance  coverage of $50 million for compensatory and punitive damages arising
out of these cases, subject to a self-insured  retention payable by the Company.
To  the  Company's  knowledge,  no  other  action,  including  governmental,  is
contemplated  in  connection   with  the  accident.   In  connection  with  this
litigation,  the  Company has  reserved  the entire  amount of its  self-insured
retention.  Although there can be no assurance,  the Company does not anticipate
that its  ultimate  liability  resulting  from this  litigation  will exceed the
coverage limits under its insurance policy. If the Company's  ultimate liability
were to exceed such  coverage  limits,  the  Company's  financial  position  and
results of operations could be materially affected.

     The Company is involved in certain legal proceedings  arising in the normal
course of  business.  In the  opinion of  management,  the  Company's  potential
exposure  under pending  legal  proceedings  is  adequately  provided for in the
accompanying financial statements.

Note 10.  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, 2002
  Operating revenue                $ 73,270   $ 84,360   $  91,123   $   91,992
  Operating income                   13,693     15,983      16,129       16,243
  Income before income taxes         14,451     16,705      16,778       16,926
  Net income                          9,538     11,025      11,073       11,171
  Basic earnings per share             0.19       0.22        0.22         0.22

Year ended December 31, 2001
  Operating revenue                $ 71,923   $ 75,251   $  73,918   $   73,525
  Operating income                   12,160     13,456      12,939       14,064
  Income before income taxes         13,529     14,634      13,962       14,929
  Net income                          8,929      9,658       9,215        9,853
  Basic earnings per share             0.18       0.19        0.18         0.20
</TABLE>

                                         24
<PAGE>

           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, 2002    $ 402,812   $ 248,986  $    -     $   1,798     $650,000
Year ended December 31, 2001      402,812     178,457       -       178,457      402,812
Year ended December 31, 2000      402,812     251,555       -       251,555      402,812
</TABLE>


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

     On March 14, 2002,  Arthur  Andersen LLP (Andersen) was indicted on federal
obstruction   of  justice   charges   arising  from  the  federal   government's
investigation of Enron Corp. On June 15, 2002,  Arthur Andersen was found guilty
of these charges.

     On April 5, 2002, on recommendation of the Audit Committee of the Company's
Board of Directors,  the Company's Board of Directors  dismissed Andersen as the
Company's  independent  public  accountants and engaged KPMG LLP (KPMG) to audit
the consolidated  financial  statements of the Company for the fiscal year 2002.
KPMG has not audited any of the  Company's  financial  statements  for year-ends
prior to December 31, 2002 and  therefore is unable to express an opinion on any
prior years' financial information.

     During the  Company's  fiscal years ended  December 31, 2001 and 2000,  and
during the subsequent  interim period through the date of Andersen's  dismissal,
there were no disagreements with Andersen on any matter of accounting principles
or practices,  financial  statement  disclosure,  or auditing scope or procedure
which,  if not resolved to  Andersen's  satisfaction,  would have caused them to
make  reference  to the subject  matter in  connection  with their report on the
Company's  consolidated  financial  statements for such years; and there were no
reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.  Andersen's
reports on the Company's  consolidated financial statements for Company's fiscal
years ended  December  31,  2001 and 2000 did not contain an adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope or accounting principles.

     During the Company's  fiscal years ended  December 31, 2001 and 200 and the
subsequent interim period through the date of Andersen's dismissal,  the Company
did not consult KPMG with respect to the application of accounting principles to
a specified  transaction,  either  completed or  proposed,  or the type of audit
opinion  that  might  be  rendered  on  the  Company's   consolidated  financial
statements,   or  any  other  matters  or  reportable   events  listed  in  Item
304(a)(2)(i) and (ii) of Regulation S-K.

                                    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 "Certain Information  Regarding Directors and Executive Officers"
and "Section 16(a) Beneficial  Ownership Reporting  Compliance" in the Company's
Definitive  Proxy  Statement for the Annual  Meeting of  Stockholders  on May 8,
2003. Such information is incorporated herein by reference.

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 8, 2003.  Such  information  is
incorporated herein by reference.

                                       25
<PAGE>

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 8, 2003. 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 8,
2003. Such information is incorporated herein by reference.

ITEM 14. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures

     Within  90 days of the  filing  of this  report,  the  principal  executive
officer and principal  financial  officer of the Company,  under the supervision
and with the  participation  of the  Company's  management,  have  evaluated the
disclosure  controls  and  procedures  of the Company as defined in Exchange Act
Rule  13(a)-14(c)  and have  determined  that such controls and  procedures  are
effective.

Changes in Internal Controls

     There have been no significant  changes (including  corrective actions with
regard to  significant  deficiencies  or material  weaknesses)  in the Company's
internal  controls or in other  factors  that could  significantly  affect these
controls  subsequent to the date of the evaluation  referred to in the paragraph
above.













                                       26
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Financial Statements and Schedules.

   (a)(1)  Financial Statements: See Part II, Item 8 hereof.
                                                                      Page
Independent Auditors' Report - KPMG LLP..............................  12
Report of Independent Accountants - Arthur Andersen LLP..............  13
Consolidated Balance Sheets..........................................  14
Consolidated Statements of Operations................................  15
Consolidated Statements of Stockholders' Equity......................  16
Consolidated Statements of Cash Flows................................  17
Notes to Consolidated Financial Statements...........................  18

   (a)(2)  Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts and Reserves.......... 24

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



                                  EXHIBIT INDEX


Exhibit No.            Document                         Method of Filing

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

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

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

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

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


                                       27
<PAGE>

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

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

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

  10.2        Restricted Stock Agreement         Filed herewith.

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

  16          Letter of Arthur Andersen LLP      Filed herewith.
              regarding change in certifying
              accountant.

  21          Subsidiaries of the Registrant     Filed herewith.

  99.1        Certification of Chief Executive   Files herewith.
              Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant
              to Section 906 of the Sarbanes-
              Oxley Act of 2002.

  99.2        Certification of Chief Financial   Files herewith.
              Officer Pursuant to 18 U.S.C.
              Section 1350, as Adopted pursuant
              to Section 906 of the Sarbanes-
              Oxley Act of 2002.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the three  months  ended  December
31, 2002.












                                       28
<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 26,2003                          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
Russell A. Gerdin         Chief Executive Officer
                          and Secretary,
                          (principal executive
                          officer)                          March  26, 2003

/s/ John P. Cosaert       Executive Vice President
John P. Cosaert           of Finance, Chief Financial
                          Officer and Treasurer
                          (principal accounting and
                          financial officer)                March  26, 2003

/s/ Richard O. Jacobson   Director
Richard O. Jacobson                                         March  26, 2003

/s/ Michael J. Gerdin     Vice President of Regional
Michael J. Gerdin         Operations and Director           March  26, 2003

/s/ Benjamin J. Allen     Director
Benjamin J.Allen                                            March  26, 2003

/s/ Lawrence D. Crouse    Director
Lawrence D. Crouse                                          March 26, 2003









                                       29
<PAGE>



                                  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 control and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such  disclosure  controls and  procedures 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)   evaluate the  effectiveness  of the  registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

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

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls: and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date:  March 21, 2003

                                                 /s/ Russell A. Gerdin
                                                 Chairman, President and
                                                 Chief Executive Officer





                                       30
<PAGE>



                                  CERTIFICATION



I, John P. Cosaert,  Executive  Vice  President and Chief  Financial  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 control and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such  disclosure  controls and  procedures 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)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

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

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

    Date:  March 21, 2003

                                               /s/ John P. Cosaert
                                              Executive Vice President and
                                              Chief Financial Officer



                                       31
<PAGE>
                                  Exhibit No. 10.2


                           RESTRICTED STOCK AGREEMENT

     The  Restricted  Stock  Agreement  (the  "Agreement")  made this 7th day of
March, 2002, among Russell Gerdin ("Gerdin"),  Heartland Express, Inc., a Nevada
corporation (the "Company") and Heartland Express, Inc. of Iowa, as Escrow Agent
("Escrowee").

                               W I T N E S S E T H

     WHEREAS,  Gerdin is the  President,  Chairman of the Board,  and  principal
shareholder of the Company;

     WHEREAS,  Gerdin  believes  the  best  interests  of the  Company  and  its
subsidiaries  will be advanced by encouraging and enabling  certain officers and
key employees of the Company or its subsidiaries  (collectively  "Employees") to
have a proprietary interest in the Company;

     WHEREAS,  Gerdin desires to cause awards of restricted  stock to be made to
certain of the Employees and to identify those  Employees to receive such award,
determine  the number of shares to be awarded to each  Employee,  and  determine
certain terms of the awards to be made;

     WHEREAS,  Gerdin  desires to transfer to the Escrowee  90,750 shares of the
Common Stock of the Company (the  "Restricted  Stock Shares")  currently held by
Gerdin for the purpose of providing the shares  necessary to make the restricted
stock awards contemplated hereby;

     NOW, THEREFORE, in consideration of the foregoing recitals and the promises
and agreements herein contained, the parties agree as follows:

1.   Transfer.  Immediately following execution of this Agreement,  Gerdin shall
     transfer to Escrowee the Restricted Stock Shares to be held and transferred
     by Escrowee as herein provided.

2.   Determination. Gerdin shall award all of the Restricted Stock Shares and in
     so awarding, shall determine the following:

a.   The Employees entitled to be awarded Restrictive Stock Shares;

b.   The number of Restricted Stock Shares to be awarded to each such Employee;

c.   The  restriction  and  forfeiture  provisions  applicable  in the  event of
     involuntary  termination of employment without cause; in all other respects
     the terms of the  awards  shall be as set forth in the form of Stock  Award
     attached  hereto as Exhibit A and B, which  forms shall be utilized in each
     award of shares hereunder.

3.   Awards. Upon the identification of an Employee entitled to receive an award
     of Restricted Stock Shares,  the Escrowee shall prepare and deliver to such
     Employee  a Stock  Award in the form  attached  hereto  as  Exhibit A or B,
     depending  on each  Employee's  length of service  with the  Company or its
     subsidiaries.  The  Stock  Award  form  shall be  completed  in the  manner
     specified by the Gerdin under paragraph 2 hereof.
                                       32
<PAGE>

4.   Transfer.  Upon the Employee's  execution of the Stock Award,  the Escrowee
     shall   transfer  to  the  employee  the  shares   awarded   thereby.   The
     certificate(s)  representing  the shares shall bear the legend  required by
     the Stock Award.  Thereafter,  the Employee shall be entitled to the rights
     but  shall  be  subject  to the  forfeiture  and  nontransfer  restrictions
     specified in the Stock Award.

5.   Other Provisions.  In all other respects, the provisions of the Stock Award
     attached hereto as Exhibit A and B shall control  disposition of the shares
     awarded.

IN WITNESS  WHEREOF,  the parties have caused this Restricted Stock Agreement to
be executed on the date and year first above written.

COMPANY:                                       ESCROWEE:

HEARTLAND EXPRESS, INC.                        HEARTLAND EXPRESS, INC., as
                                               Escrow  Agent
By:/s/Russell Gerdin                           By:/s/Thomas E. Hill
    Russell Gerdin                                 Thomas E. Hill
       President                                   Vice-President

SHAREHOLDER:

By:/s/Russell Gerdin
    Russell Gerdin


                                       33
<PAGE>



                                                                      Exhibit A

                                   STOCK AWARD

THIS STOCK AWARD ("Award") is granted this 1st day of March,  2002, by Heartland
Express, Inc. of Iowa, as Escrow Agent ("Escrowee").


                               W I T N E S S E T H

     WHEREAS,  Russell Gerdin (the "Shareholder") is the President,  Chairman of
the Board,  and  principal  shareholder  of  Heartland  Express,  Inc., a Nevada
Corporation ("Corporation");

     WHEREAS,  the  Shareholder  has  heretofore  transferred  and  assigned  to
Escrowee  certain shares of his capital stock of the Corporation  with direction
that said shares be awarded to key officers and employees of the  Corporation or
its subsidiaries;

     WHEREAS,  the  Shareholder  has directed that certain  shares be awarded to
____________  (the  "Employee") in  consideration  of his future services to the
Corporation or its subsidiaries;

     NOW,  THEREFORE,  in  consideration  of  services  to be  rendered  by  the
Employee,  the  Escrowee  hereby  grants this Award to the Employee on the terms
hereinafter expressed:

1.   Stock Award.  Escrowee hereby grants to the Employee an Award of ___ shares
     of Common  Stock,  $.01 par value,  of the  Corporation  ("Award  Shares"),
     subject to the forfeiture and nontransferability  provisions hereof and the
     other terms and conditions set forth herein.

2.   Restrictions.  The  Employee  represents  that the Award  Shares  are being
     acquired by him for his own account for  investment  and not with a view to
     the distribution  thereof,  and no part of the Award Shares will be sold or
     otherwise disposed of except in compliance with the Securities Act of 1933,
     as amended,  and the rules and regulations  thereunder.  The Employee shall
     not sell, assign,  transfer,  convey, donate or otherwise dispose of any of
     the Award Shares (and any such disposition or attempted  disposition  shall
     be void and of no force or effect  whatsoever) before the first to occur of
     either  (a) the  Employee's  death or total and  permanent  disability,  as
     determined by the  Corporation,  or (b) the vesting of such Award Shares in
     accordance with paragraph 3.

3.   Vesting of Award Shares. The restrictions on transferability  imposed under
     paragraph  2 hereof  shall  lapse as to 40% of the  Award  Shares  upon the
     second  anniversary of the date of grant of this Stock Award,  and as to an
     additional  20% of the Award Shares on each  succeeding  anniversary of the
     date of grant, provided, however, the Employee shall have first paid to the
     Corporation all amounts then required to be paid under paragraph 9 hereof.

4.   Forfeiture.  In the event that the Employee's  full-time active  employment
     with the Corporation and its subsidiaries terminates on or before the lapse
     of any restrictions on  transferability  as provided in paragraph 3 hereof,
     for any reason other than his death or total and permanent  disability,  as
     determined by the Corporation,  all of the non-vested Award Shares shall be
     forthwith  forfeited and returned to the Shareholder without any payment or
     other consideration.

                                       34
<PAGE>

5.   Deposit. The certificates representing the Award Shares, issued in the name
     of the Employee,  and  accompanied  by  assignments  in blank separate from
     certificate, shall be deposited with the Escrowee. Upon vesting pursuant to
     paragraph  3, the  certificates  representing  the vested  shares  shall be
     delivered  to  the  Employee.   Upon   forfeiture,   the  certificates  and
     assignments in blank shall be delivered to Shareholder.

6.   Legend.  Certificates  representing  the Award  Shares  shall bear a legend
     evidencing the restrictions  and forfeiture  provisions  hereof.  When such
     restrictions  and  forfeiture  provisions  terminate,  the Employee (or his
     estate or the person to whom his rights  hereunder,  if any, passed by will
     or the law of descent  and  distribution)  shall be  entitled  to have such
     legend removed from such certificates upon presentation to the Corporation.

7.   Dividend and Voting  Rights.  The Employee shall be entitled to receive and
     retain all cash dividends  paid on the Award Shares,  and shall be entitled
     to vote the Award  Shares,  until and  unless  such  shares  are  forfeited
     hereunder.  Stock dividends, if any, on the Award Shares shall be delivered
     to the Escrowee to be held and distributed or forfeited as the case may be,
     in accordance with the terms hereof, in the same manner as the Award Shares
     in respect of which such stock dividends are paid.

8.   Nontransferability.  The Award  Shares  herein  granted  and the rights and
     privileges  conferred  hereby are personal to the Employee and shall not be
     transferred   (otherwise   then  by  will  or  the  laws  of  descent   and
     distribution,  to the extent permitted  hereunder),  assigned,  pledged, or
     hypothecated  in any way  (whether by operation  of law or  otherwise)  and
     shall not be subject to execution, attachment or similar process.

9.   Taxes.  The fair market value of the vested  portion of the Award Shares is
     deemed to be  taxable  wages to the  Employee  on each  vesting  date.  The
     Employee  shall,  at each vesting date,  pay to the  Corporation  an amount
     equal to any payroll taxes that the  Corporation is required to withhold in
     connection  with  the  termination  of  the   restrictions  and  forfeiture
     provisions  hereof.  The payroll taxes  (Federal,  FICA,  and State,  where
     applicable)  will be based on the average of the high and low price on each
     vesting date.

     IN WITNESS WHEREOF, the Escrowee has caused this Award to be granted on the
date first above written.


HEARTLAND EXPRESS, INC., as  ACCEPTED:


                                         Escrow Agent
                                         Employee

                                     35
<PAGE>

                                                                       Exhibit B


                                   STOCK AWARD

THIS STOCK AWARD ("Award") is granted this 4th day of March,  2002, by Heartland
Express, Inc., as Escrow Agent ("Escrowee").

                               W I T N E S S E T H

     WHEREAS,  Russell Gerdin (the "Shareholder") is the President,  Chairman of
the Board,  and  principal  shareholder  of  Heartland  Express,  Inc., a Nevada
Corporation ("Corporation");

     WHEREAS,  the  Shareholder  has  heretofore  transferred  and  assigned  to
Escrowee  certain shares of his capital stock of the Corporation  with direction
that said shares be awarded to key officers and employees of the  Corporation or
its subsidiaries;

     WHEREAS,  the  Shareholder  has directed that certain  shares be awarded to
____________("the  Employee")  in  consideration  of his future  services to the
Corporation or its subsidiaries;

     NOW,  THEREFORE,  in  consideration  of  services  to be  rendered  by  the
Employee,  the  Escrowee  hereby  grants this Award to the Employee on the terms
hereinafter expressed:

1.   Stock Award.  Escrowee hereby grants to the Employee an Award of ___ shares
     of Common  Stock,  $.01 par value,  of the  Corporation  ("Award  Shares"),
     subject to the forfeiture and nontransferability  provisions hereof and the
     other terms and conditions set forth herein.

2.   Restrictions.  The  Employee  represents  that the Award  Shares  are being
     acquired by him for his own account for  investment  and not with a view to
     the distribution  thereof,  and no part of the Award Shares will be sold or
     otherwise disposed of except in compliance with the Securities Act of 1933,
     as amended,  and the rules and regulations  thereunder.  The Employee shall
     not sell, assign,  transfer,  convey, donate or otherwise dispose of any of
     the Award Shares (and any such disposition or attempted  disposition  shall
     be void and of no force or effect  whatsoever) before the first to occur of
     either  (a) the  Employee's  death or total and  permanent  disability,  as
     determined by the  Corporation,  or (b) the vesting of such Award Shares in
     accordance with paragraph 3.

3.   Vesting of Award Shares. The restrictions on transferability  imposed under
     paragraph 2 hereof shall begin to lapse upon the  Employee's  attainment of
     five  years  of  service  with the  Corporation  or its  subsidiaries.  The
     restrictions  shall  begin to lapse as to 40% of the Award  Shares upon the
     second  anniversary  of  attaining  five  years  of  service,  and as to an
     additional  20% of the Award Shares on each  succeeding  anniversary of the
     attainment of five years of service, provided,  however, the Employee shall
     have first paid to the  Corporation  all amounts  then  required to be paid
     under paragraph 9 hereof.

4.   Forfeiture.  In the event that the Employee's  full-time active  employment
     with the Corporation and its subsidiaries terminates on or before the lapse
     of any restrictions on  transferability  as provided in paragraph 3 hereof,
     for any reason other than his death or total and permanent  disability,  as
     determined by the Corporation,  all of the non-vested Award Shares shall be
     forthwith  forfeited and returned to the Shareholder without any payment or
     other consideration.

                                       36
<PAGE>

5.   Deposit. The certificates representing the Award Shares, issued in the name
     of the Employee,  and  accompanied  by  assignments  in blank separate from
     certificate, shall be deposited with the Escrowee. Upon vesting pursuant to
     paragraph  3, the  certificates  representing  the vested  shares  shall be
     delivered  to  the  Employee.   Upon   forfeiture,   the  certificates  and
     assignments in blank shall be delivered to Shareholder.

6.   Legend.  Certificates  representing  the Award  Shares  shall bear a legend
     evidencing the restrictions  and forfeiture  provisions  hereof.  When such
     restrictions  and  forfeiture  provisions  terminate,  the Employee (or his
     estate or the person to whom his rights  hereunder,  if any, passed by will
     or the law of descent  and  distribution)  shall be  entitled  to have such
     legend removed from such certificates upon presentation to the Corporation.

7.   Dividend and Voting  Rights.  The Employee shall be entitled to receive and
     retain all cash dividends  paid on the Award Shares,  and shall be entitled
     to vote the Award  Shares,  until and  unless  such  shares  are  forfeited
     hereunder.  Stock dividends, if any, on the Award Shares shall be delivered
     to the Escrowee to be held and distributed or forfeited as the case may be,
     in accordance with the terms hereof, in the same manner as the Award Shares
     in respect of which such stock dividends are paid.

8.   Nontransferability.  The Award  Shares  herein  granted  and the rights and
     privileges  conferred  hereby are personal to the Employee and shall not be
     transferred   (otherwise   then  by  will  or  the  laws  of  descent   and
     distribution,  to the extent permitted  hereunder),  assigned,  pledged, or
     hypothecated  in any way  (whether by operation  of law or  otherwise)  and
     shall not be subject to execution, attachment or similar process.

9.   Taxes.  The fair market value of the vested  portion of the Award Shares is
     deemed to be  taxable  wages to the  Employee  on each  vesting  date.  The
     Employee  shall,  at each vesting date,  pay to the  Corporation  an amount
     equal to any payroll taxes that the  Corporation is required to withhold in
     connection  with  the  termination  of  the   restrictions  and  forfeiture
     provisions  hereof.  The payroll taxes  (Federal,  FICA,  and State,  where
     applicable)  will be based on the average of the high and low price on each
     vesting date.

     IN WITNESS WHEREOF, the Escrowee has caused this Award to be granted on the
date first above written.


HEARTLAND EXPRESS, INC., as  ACCEPTED:

Escrow Agent                                          Employee


                                       37
<PAGE>

                            Exhibit No. 16

    Letter of Arthur Andersen LLP regarding change in certifying accountant.




Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N W
Washington DC 20549

April 5, 2002





Dear Sir / Madam:

We have read Item 4 included  in the Form 8-K dated  April 5, 2002 of  Heartland
Express, Inc. to be filed with the Securities and Exchange Commission and are in
agreement with the  statements  contained  therein,  except that we are not in a
position to agree or disagree with Heartland Express,  Inc.'s statement that the
change was approved by the Board of Directors.

Very truly yours,

ARTHUR ANDERSEN LLP






Copy to:
Mr. John P. Cosaert, Chief Financial Officer, Heartland Express, Inc.



                                       38
<PAGE>




                                 Exhibit No. 21

                         Subsidiaries of the Registrant


                  Heartland Express, Inc.              Parent

                  A & M Express, Inc.                  Subsidiary

                  Heartland Equipment, Inc.            Subsidiary

                  Heartland Express, Inc. of Iowa      Subsidiary















                                 END OF REPORT