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, 2007
                                       OR
[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from_________________ to______________________.

                         Commission file number 0-15087

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

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

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

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

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

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

     Common stock, $0.01 par value            The NASDAQ Stock Market LLC

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

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

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

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

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

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

The aggregate market value of voting common stock held by  non-affiliates of the
registrant as of June 30, 2007 was $944.4 million.  As of January 31, 2008 there
were  96,157,633  shares  of  the  Company's  common  stock  ($0.01  par  value)
outstanding.

Portions of the Proxy Statement for the annual shareholders'  meeting to be held
on May 8, 2008 are incorporated by reference in Part III of this report.


<PAGE>


                                TABLE OF CONTENTS



                                                                     Page
                       Part I
Item 1.  Business                                                      1

Item 1A. Risk Factors                                                  5

Item 1B. Unresolved Staff Comments                                     9

Item 2.  Properties                                                    9

Item 3.  Legal Proceedings                                            10

Item 4.  Submission of Matters to a Vote of Security Holders          10

                       Part II

Item 5.  Market for the Registrant's Common Equity,
         Related Stockholder Matters, and Issuer
         Purchases of Equity Securities                               10

Item 6.  Selected Financial Data                                      13

Item 7.  Management's  Discussion and Analysis of Financial
         Condition and Results of Operations                          14

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   21

Item 8.  Financial Statements and Supplementary Data                  21

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                          21

Item 9A. Controls and Procedures                                      21

Item 9B. Other Information                                            24

                       Part III

Item 10. Directors, Executive Officers, and Corporate Governance      24

Item 11. Executive Compensation                                       24

Item 12. Security Ownership of Certain Beneficial Owners
         and Management and Related Stockholder Matters               24

Item 13. Certain Relationships and Related Transactions,
         and Director Independence                                    24


Item 14. Principal Accounting Fees and Services                       24

                       Part IV

Item 15. Exhibits, Financial Statement Schedule                       25

         Signatures                                                   27



<PAGE>

                           FORWARD LOOKING STATEMENTS

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

                                     PART I
ITEM 1. BUSINESS

General

     Heartland Express, Inc. ("Heartland" or the "Company") is a short-to-medium
haul truckload  carrier with corporate  headquarters in North Liberty,  Iowa and
operating  regional  terminal  locations  in eight states  outside of Iowa.  The
Company  provides  regional dry van truckload  services from its eight  regional
operating  centers  plus its  corporate  headquarters.  The  Company  transports
freight for major  shippers and  generally  earns revenue based on the number of
miles per load  delivered.  The  Company's  primary  traffic  lanes are  between
customer  locations east of the Rocky Mountains.  In the second quarter of 2005,
the Company expanded to the Western United States with the opening of a terminal
in Phoenix,  Arizona.  The keys to  maintaining  a high level of service are the
availability  of  late-model  equipment  and  experienced  drivers.   Management
believes that the Company's service standards and equipment  accessibility  have
made it a core carrier to many of its major customers.

     Heartland  was  founded by Russell  A.  Gerdin in 1978 and became  publicly
traded in November 1986. Over the twenty-one years from 1986 to 2007,  Heartland
has grown to $591.9  million in revenue  from $21.6  million  and net income has
increased  to $76.2  million  from $3.0  million.  Much of this  growth has been
attributable  to  expanding  service  for  existing  customers,   acquiring  new
customers,  and continued  expansion of the Company's  operating  regions.  More
information  regarding  the  Company's  revenues  and profits for the past three
years can be found in our  "Consolidated  Statements of Income" that is included
in this report.

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

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

Operations

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

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


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

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

     Serving the short-to-medium haul market (512-mile average length of haul in
2007) permits the Company to use primarily single,  rather than team drivers and
dispatch most loads directly from origin to destination  without an intermediate
equipment change other than for driver scheduling purposes.

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

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

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

Customers and Marketing

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

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

     The Company's 25, 10, and 5 largest  customers  accounted for 69%, 50%, and
36% of revenue,  respectively,  in 2007. The Company's primary customers include
retailers and manufacturers.  The distribution of customers is not significantly
different from the previous  year. One customer  accounted for 13% of revenue in
2007 which was also not significantly different from the previous year. No other
customer accounted for as much as ten percent of revenue.

Seasonality

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

Drivers, Independent Contractors, and Other Employees

     Heartland relies on its workforce in achieving its business objectives.  As
of December  31,  2007,  Heartland  employed  3,291  persons.  The Company  also
contracted  with  independent  contractors  to  provide  and  operate  tractors.
Independent  contractors  own their own  tractors  and are  responsible  for all


                                       2
<PAGE>


associated expenses,  including financing costs, fuel,  maintenance,  insurance,
and highway use taxes. The Company historically has operated a combined fleet of
company and independent contractor tractors.

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

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

Revenue Equipment

     Heartland's  management  believes that  operating  high-quality,  efficient
equipment is an important part of providing excellent service to customers.  All
tractors are equipped with satellite-based  mobile communication  systems.  This
technology  allows for efficient  communication  with our drivers to accommodate
the needs of our  customers.  A  uniform  fleet of  tractors  and  trailers  are
utilized  to  minimize  maintenance  costs  and  to  standardize  the  Company's
maintenance  program.  In June 2004,  the Company began the  replacement  of its
entire  tractor  fleet  with  trucks  manufactured  by  Navistar   International
Corporation.  At December 31, 2007,  primarily  all the  Company's  tractors are
manufactured  by  Navistar  International  Corporation.  Primarily  all  of  the
Company's trailers are manufactured by Wabash National Corporation.  The Company
operates the majority of its tractors  while under  warranty to minimize  repair
and maintenance cost and reduce service  interruptions caused by breakdowns.  In
addition,  the Company's preventive  maintenance program is designed to minimize
equipment downtime,  facilitate  customer service,  and enhance trade value when
equipment is replaced.  Factors considered when purchasing new equipment include
fuel economy, price,  technology,  warranty terms,  manufacturer support, driver
comfort, and resale value. Owner-operator tractors are periodically inspected by
the Company for  compliance  with  operational  and safety  requirements  of the
Company and the DOT.

     Effective October 1, 2002, the Environmental  Protection Agency (the "EPA")
implemented engine requirements designed to reduce emissions. These requirements
have been/will be implemented  in multiple  phases  starting in 2002 and require
progressively more restrictive emission  requirements through 2010. Beginning in
January 2007, all newly manufactured truck engines must comply with a new set of
more restrictive engine emission requirements.  Compliance with the new emission
standards  have resulted in a significant  increase in the cost of new tractors,
lower fuel efficiency,  and higher  maintenance  costs.  Prior to the new engine
emission  requirements  that  became  effective  January  1, 2007,  the  Company
completed a fleet upgrade of tractors with pre-January 2007 engine requirements.
As of December 31, 2007,  100% of the Company's  tractor  fleet  continues to be
models with pre-January 2007 engine requirements. Beginning in 2010 a new set of
more  restrictive  engine  emission  requirements  will  become  effective.  The
inability to recover tractor cost increases,  as a result of new engine emission
requirements,  with rate  increases or cost  reduction  efforts could  adversely
affect the Company's results of operations.

Fuel

     The Company purchases over-the-road fuel through a network of approximately
22 fuel stops  throughout  the United States at which the Company has negotiated
price discounts. In addition, bulk fuel sites are maintained at the nine Company
regional  operating  centers,  including  its corporate  headquarters,  plus two
service  terminal  locations in order to take advantage of volume pricing.  Both
above ground and underground  storage tanks are utilized at the bulk fuel sites.
Exposure to environmental clean up costs is minimized by periodic inspection and
monitoring of the tanks.

     Increases  in fuel  prices  can have an  adverse  effect on the  results of
operations.  The  Company  has fuel  surcharge  agreements  with most  customers
enabling the pass through of long-term price increases.  Operating income during
the fourth quarter of 2007 was negatively  impacted  approximately  $4.6 million
due to an increase in fuel prices.  Fuel costs did not have a material effect on
operating  income during the fourth quarter of 2006.  Fuel consumed by empty and
out-of-route miles and by truck engine idling time is not recoverable.

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<PAGE>

Competition

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

Safety and Risk Management

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

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

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

Regulation

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

     In response to the recent  decision  by the D.C.  Circuit  Court of Appeals
vacating two key provisions of the existing hours of service rules,  the Federal
Motor Carrier  Safety  Administration  (the  "FMCSA") of the U.S.  Department of
Transportation  issued an Interim  Final Rule ("IFR") on December 17, 2007 which
became  effective  on  December  27,  2007.  The  FMCSA  stated  that  the  IFR,
temporarily  reinstates  those two  provisions  while the agency  gathers public
comment on its actions.  The two rules  discussed  are the 11 hour driving rule,
and  the 34  hour  restart  to the 70  hour  rule.  Shortly  after  the  IFR was
published,  an activist group petitioned the court to again vacate the rules. On
January 24, 2008 the Court denied the petition to vacate the rules. Accordingly,
the IFR  remains  in effect  until a final  rule is  issued,  though  additional
challenges to the IFR are still possible.

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

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


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

Available Information

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

     The Company's Annual Report on Form 10-K,  Quarterly  Reports on Form 10-Q,
Definitive Proxy  Statements,  Current Reports on Form 8-K and other information
filed with the SEC are  available  to the public over the  Internet at the SEC's
website at http://www.sec.gov  and through a hyperlink on the Company's Internet
website,  at  http://www.heartlandexpress.com.   Information  on  the  Company's
website is not incorporated by reference into this annual report on Form 10-K.

ITEM 1A.  RISK FACTORS

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

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

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

     We are subject to factors  within the capital  markets  that may affect our
short-term liquidity.  Primarily all of the Company's investments as of December
31, 2007 are in short-term  investments in auction rate student loan educational
bonds backed by the U.S. government.  The investments typically have an interest
reset provision of 35 days with contractual maturities generally greater than 20
years from the date of original  issuance.  All investments  held by the Company
have AAA (or equivalent)  ratings from recognized rating agencies.  At the reset
date the Company has the option to roll the  investment  and reset the  interest
rate or sell the investment in an auction. The Company receives the par value of
the  investment  plus  accrued  interest  on the  reset  date if the  underlying
investment  is sold in an auction.  There is no guarantee  that when the Company
elects to  participate  in an auction and  therefore  sell  investments,  that a
willing buyer will purchase the security and therefore the Company  receive cash
upon the election to sell.  Upon an unsuccessful  auction,  the interest rate of
the underlying  investment is reset to a default maximum interest rate as stated
in the  prospectus of the  underlying  security.  Until a subsequent  auction is
successful or the underlying  security is called by the issuer, the Company will
be required to hold the underlying  investment until maturity.  The Company only
holds senior positions of underlying securities.  The Company does not invest in
asset backed securities and does not have direct securitized  sub-prime mortgage
loans exposure or loans to, commitments in, or investments in sub-prime lenders.
Should  the  Company  have a need to  liquidate  any of these  investments,  the
Company may be  required to discount  these  securities  for  liquidity  but the
Company  currently  does  not  have  this  liquidity  requirement.   If  current
conditions  in the credit and capital  markets  continue,  we may be required to
recognize  impairments  and/or  reclassify these  investments from short-term to
long-term investments.

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<PAGE>

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

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

Our growth may not continue at historic rates.

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

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

     We have experienced higher prices for new tractors over the past few years,
partially as a result of government regulations applicable to newly manufactured
tractors and diesel engines,  in addition to higher  commodity prices and better
pricing power among  equipment  manufacturers.  More  restrictive  Environmental
Protection  Agency,  or  EPA,  emissions  standards  that  began  in  2002  with
additional  new  requirements  for 2007 have  required  vendors to introduce new
engines.  Additional EPA mandated  emission  standards will become effective for
newly  manufactured  trucks  beginning in January  2010.  Our business  could be
harmed if we are unable to continue to obtain an adequate supply of new tractors
and trailers.  At December 31, 2007,  100% of our tractor fleet was comprised of
tractors with pre-2007 engines that meet  EPA-mandated  clean air standards.  We
expect to continue to pay increased prices for equipment.  Furthermore,  when we
do decide to purchase tractors with post-2007 engines, such engines are expected
to reduce equipment productivity and lower fuel mileage, thereby, increasing our
operating expenses.

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

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

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

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

     Difficulty  in  attracting  or  retaining   qualified  drivers,   including
independent  contractors,  could have a materially  adverse effect on our growth
and  profitability.  Our independent  contractors are responsible for paying for
their own equipment,  fuel, and other operating costs, and significant increases


                                       6
<PAGE>

in these  costs could  cause them to seek  higher  compensation  from us or seek
other  opportunities  within or outside  the  trucking  industry.  In  addition,
competition for drivers,  which is always intense,  continues to increase.  If a
shortage of drivers should continue, or if we were unable to continue to attract
and  contract  with  independent  contractors,  we could be  forced to limit our
growth,  experience an increase in the number of our tractors  without  drivers,
which would lower our profitability, or be required to further adjust our driver
compensation  package.  We have  increased  our driver  compensation  on several
occasions  recently.  While no  additional  pay  increases are planned for 2008,
increases in driver compensation could adversely affect our profitability if not
offset by a corresponding increase in rates.

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

     Our  operations  are regulated and licensed by various U.S.  agencies.  Our
company drivers and independent contractors also must comply with the safety and
fitness regulations of the United States Department of Transportation, including
those relating to drug and alcohol testing and hours-of-service. Such matters as
weight and equipment  dimensions are also subject to U.S.  regulations.  We also
may  become  subject to new or more  restrictive  regulations  relating  to fuel
emissions,  drivers'  hours-of-service,  ergonomics,  or other matters affecting
safety or operating methods. Other agencies,  such as the EPA and the Department
of Homeland Security (the "DHS"), also regulate our equipment,  operations,  and
drivers.  Future laws and  regulations may be more stringent and require changes
in our operating practices, influence the demand for transportation services, or
require us to incur significant  additional costs.  Higher costs incurred by us,
or by our  suppliers  who pass the costs onto us through  higher  prices,  could
adversely affect our results of operations.

     The DOT,  through the Federal  Motor  Carrier  Safety  Administration  Act,
imposes  safety and fitness  regulations  on us and our  drivers.  The FMCSA has
proposed  a  rule  that  may  require   companies  with  a  history  of  serious
hours-of-service  violations to install electronic  on-board recorders (EOBR) in
all of their commercial  vehicles.  This installation  would be for a minimum of
two years.  On January 30, 2008, The Company  completed a full FMSCA  compliance
review which found no evidence of any serious violations thereby maintaining its
Satisfactory  Safety Rating.  The FMCSA is currently  studying rules relating to
braking  distance and  on-board  data  recorders  that could result in new rules
being proposed. We are unable to predict the effects, if any such proposed rules
may have on the Company.

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

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

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

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

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

                                       7
<PAGE>

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

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

     Historically,  acquisitions  have  been a part of our  growth.  There is no
assurance  that  we  will  be  successful  in   identifying,   negotiating,   or
consummating   any  future   acquisitions.   If  we  fail  to  make  any  future
acquisitions,  our growth rate could be materially and adversely  affected.  Any
acquisitions  we  undertake  could  involve  the  dilutive  issuance  of  equity
securities  and/or incurring  indebtedness.  In addition,  acquisitions  involve
numerous risks,  including  difficulties in assimilating the acquired  company's
operations,  the diversion of our  management's  attention  from other  business
concerns, risks of entering into markets in which we have had no or only limited
direct  experience,  and the potential  loss of customers,  key  employees,  and
drivers of the acquired  company,  all of which could have a materially  adverse
effect on our business and operating  results.  If we make  acquisitions  in the
future,  we cannot guarantee that we will be able to successfully  integrate the
acquired companies or assets into our business.

If we are  unable to retain  our key  employees  or find,  develop,  and  retain
service  center  managers,  our business,  financial  condition,  and results of
operations could be adversely affected.

     We are highly dependent upon the services of several executive officers and
key  management  employees.  The  loss of any of  their  services  could  have a
short-term,  negative  impact  on our  operations  and  profitability.  We  must
continue to develop and retain a core group of managers if we are to realize our
goal of expanding our operations  and continuing our growth.  Failing to develop
and retain a core group of managers  could have a materially  adverse  effect on
our  business.  The  Company  has  developed  a  structured  business  plan  and
procedures to prevent a long-term effect on future profitability due to the loss
of key management employees.

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

     A  significant  portion of our  revenue is  generated  from  several  major
customers. For the year ended December 31, 2007, our top 25 customers,  based on
revenue,   accounted  for  approximately  69%  of  our  revenue.  This  was  not
significantly different than the previous year. A reduction in or termination of
our  services  by one or more of our major  customers  could  have a  materially
adverse effect on our business and operating results.

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

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

Ongoing insurance and claims expenses could significantly reduce our earnings.

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

                                       8
<PAGE>

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

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

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

We operate in a highly regulated  industry and changes in regulations could have
a materially adverse effect on our business.

     Our operations are regulated and licensed by various  government  agencies,
including  the  DOT.  The  DOT,   through  the  Federal  Motor  Carrier   Safety
Administration,  or FMCSA,  imposes safety and fitness regulations on us and our
drivers.  New rules that limit driver  hours-of-service  were adopted  effective
January 4, 2004, and then modified effective October 1, 2005 (the "2005 Rules").
On July 24, 2007, a federal  appeals court  vacated  portions of the 2005 Rules.
Two of the key portions  that were vacated  include the expansion of the driving
day from 10 hours to 11 hours,  and the "34-hour  restart," which allows drivers
to restart  calculations  of the weekly on-duty time limits after the driver has
at least 34 consecutive hours off duty. The court indicated that, in addition to
other  reasons,  it vacated  these two portions of the 2005 Rules  because FMCSA
failed to provide  adequate data supporting its decision to increase the driving
day and  provide  for the  34-hour  restart.  Following a request by FMCSA for a
12-month  extension  of the  vacated  rules,  the  court,  in an order  filed on
September  28,  2007,  granted a 90-day stay of the mandate  and  directed  that
issuance of its ruling be withheld  until December 27, 2007, to allow FMSCA time
to prepare its response.  On December 17, 2007,  FMCSA  submitted the IFR, which
became effective  December 27, 2007. The IFR retains the 11 hour driving day and
the 34-hour  restart,  but  provides  greater  statistical  support and analysis
regarding the  increased  driving time and the 34-hour  restart.  On January 23,
2008, a federal court denied an advocacy  group's  request that it prevent FMCSA
from  implementing  the IFR.  Accordingly,  the IFR  remains in effect;  though,
challenges to the IFR are still possible.  FMCSA is currently taking comments on
the IFR, which are due no later than February 15, 2008, and expects to publish a
final rule later in 2008. As advocacy  groups may continue to challenge the IFR,
a  court's  decision  to strike  down the IFR could  have  varying  effects,  as
reducing  driving time to 10 hours daily may reduce  productivity in some lanes,
while  eliminating  the 34-hour  restart could enhance  productivity  in certain
instances. As a result, such a ruling could decrease productivity and cause some
loss of efficiency,  as drivers and shippers may need to be retrained,  computer
programming  may  require  modifications,  additional  drivers  may  need  to be
employed or engaged,  additional  equipment  may need to be  acquired,  and some
shipping  lanes may need to be  reconfigured.  We are also unable to predict the
effect of any new rules  that might be  proposed,  but any such  proposed  rules
could increase costs in our industry or decrease productivity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

         None.

ITEM 2.  PROPERTIES

     Heartland's  headquarters  are  located  in North  Liberty,  Iowa  which is
located on Interstate 380 near the  intersection of Interstates 380 and 80. This
represents a  centralized  location  along the Cedar  Rapids/Iowa  City business
corridor.  Prior to July 2007, Heartland's headquarters were located adjacent to
Interstate  80,  near Iowa City,  Iowa.  The new  headquarters  was funded  with
proceeds  from  the  sale  of  the  previous  headquarters  location,  sales  of
company-owed facilities in Columbus,  Ohio, and Dubois,  Pennsylvania,  and cash
flows from operations.  The following table provides  information  regarding the
Company's facilities and/or offices:

                                       9
<PAGE>

--------------------------    --------    ------    --------  ----------------
     Company Location          Office      Shop       Fuel     Owned or Leased
--------------------------    --------    ------    --------  ----------------
North Liberty, Iowa (1)         Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Ft. Smith, Arkansas             No         Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
O'Fallon, Missouri              No         Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Atlanta, Georgia                Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Columbus, Ohio                  Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Jacksonville, Florida           Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Kingsport, Tennessee            Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Olive Branch, Mississippi       Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Chester, Virginia               Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Carlisle, Pennsylvania          Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------
Phoenix, Arizona (2)            Yes        Yes        Yes          Owned
--------------------------    --------    ------    --------  ----------------


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

(2) The Company leased a facility in Phoenix,  Arizona for a portion of 2007. In
2005, the Company  acquired  fourteen acres of land in Phoenix,  Arizona for the
construction of a new regional  operating  facility.  Construction began in 2006
and was  completed in the second quarter of 2007.  Construction  was financed by
cash  flows  from  operations.  The  leased  facilities  did  not  include  fuel
facilities.

ITEM 3. LEGAL PROCEEDINGS

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

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

     During the fourth  quarter of 2007, no matters were  submitted to a vote of
security holders.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

     The Company's  common stock trades on the NASDAQ Global Select Market under
the symbol  HTLD.  The  following  table sets forth,  for the  calendar  periods
indicated,  the range of high and low price  quotations for the Company's common
stock as reported by the NASDAQ Global Select Market and the Company's dividends
declared per common share from January 1, 2006 to December 31, 2007.  The prices
and  dividends  declared have been  restated to reflect a  four-for-three  stock
split on May 15, 2006.

                                                              Dividends Declared
         Period                   High           Low           per Common Share
   Calendar Year 2007
      1st Quarter               $ 17.81       $ 15.14               $.020
      2nd Quarter                 18.92         15.36                2.02
      3rd Quarter                 17.46         14.11                .020
      4th Quarter                 15.80         12.98                .020

   Calendar Year 2006
      1st Quarter               $ 18.75       $ 14.55               $.015
      2nd Quarter                 19.59         15.73                .020
      3rd Quarter                 18.51         14.10                .020
      4th Quarter                 17.71         14.79                .020

                                       10
<PAGE>

     On January 31, 2008,  the last  reported  sale price of our common stock on
the NASDAQ Global Select Market was $16.25 per share.

     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or  commissions,  and may not  represent  actual  transactions.  As of
February  1, 2008,  the  Company  had 193  stockholders  of record of its common
stock. However, the Company estimates that it has a significantly greater number
of stockholders  because a substantial  number of the Company's shares of record
are held by brokers or dealers for their customers in street names.

Dividend Policy

     During the third quarter of 2003, the Company announced the  implementation
of a  quarterly  cash  dividend  program.  The  Company  has  declared  and paid
quarterly  dividends for the past  eighteen  consecutive  quarters.  On March 9,
2007, the Board of Directors  announced a quarterly dividend of $0.02 per common
share,  approximately  $2.0  million,  which  was  paid  on  April  2,  2007  to
shareholders  of record at the close of business on March 22,  2007.  On May 14,
2007 the Company announced that, in addition to the quarterly  dividend of $0.02
per common share,  the Company would pay a special  dividend of $2.00 per common
share, or  approximately  $196.5  million,  to shareholders of record on May 24,
2007. On September 7, 2007 the Board of Directors,  declared a regular quarterly
dividend of $0.02 per common  share,  or  approximately  $1.9  million,  payable
October 2, 2007, and on January 3, 2008,  the Company paid a quarterly  dividend
of  approximately  $1.9  million  at the  rate of  $0.02  per  common  share  to
shareholders  of record at the close of  business  on  December  21,  2007.  The
Company does not currently  intend to  discontinue  the quarterly  cash dividend
program.  However,  future  payments  of cash  dividends  will  depend  upon the
financial  condition,  results of  operations  and capital  requirements  of the
Company, as well as other factors deemed relevant by the Board of Directors.

Stock Split

     On April 20, 2006, the Board of Directors  approved a four-for-three  stock
split,  affected  in the form of a 33 percent  stock  dividend.  The stock split
occurred on May 15,  2006,  to  shareholders  of record as of May 5, 2006.  This
stock split increased the number of outstanding shares to 98.4 million from 73.8
million.  The number of common shares issued and  outstanding  and all per share
amounts have been adjusted to reflect the stock split for all periods presented.

Stock Repurchase

     In September 2001, the Board of Directors  approved the repurchase of up to
15.4 million  shares,  adjusted for stock  splits,  of Heartland  Express,  Inc.
common stock in open market or negotiated  transactions  using  available  cash,
cash equivalents,  and short term  investments.  During the years ended December
31,  2007 and 2006,  approximately  1.3  million  and 0.2  million  shares  were
repurchased,   respectively,   in  the  open   market   and   pursuant   to  the
above-referenced  plan,  a trade plan under Rule 10b5-1,  for $19.4  million and
$2.5 million,  respectively,  at an approximate weighted average price of $14.86
and $14.41 per share,  respectively,  and the shares were  retired.  The cost of
such shares  purchased and retired in excess of their par value in the amount of
approximately  of $19.4 million and $2.5 million during the years ended December
31,  2007 and 2006 was  charged  to  retained  earnings.  The  authorization  to
repurchase  remains open at December 31, 2007 and has no expiration date but may
be suspended or  discontinued  at any time without prior  notice.  Approximately
12.3  million  shares  remain  authorized  for  repurchase  under  the  Board of
Director's approval.

                                       11
<PAGE>

     Shares repurchased during the three month quarter period ended December 31,
2007 are as follows:
                                                                   (d) Maximum
                                                                      number
                                              (c)Total number of  of shares that
                                               shares purchased     may yet be
                       (a)Total    (b)Average      as part of    purchased under
                        number       price        publicly         the plans or
                       of shares     paid      announced plans       programs
Period                 Purchased   per share     or programs       (in millions)
--------------------   ---------   ---------   ----------------  ---------------
October 1, 2007 -
  October  31, 2007         -              -                -          12.3
November 1, 2007 -
  November 30, 2007      7,600     $   12.99            7,600          12.3
December 1, 2007 -
  December 31, 2007         -              -                -          12.3
                       ---------                ---------------
                         7,600                          7,600
                       =========                ===============

Share Based Compensation

     On March 7, 2002, the Company's chief executive officer transferred 181,500
of his  own  shares  establishing  a  restricted  stock  plan on  behalf  of key
employees. The shares vested over a five year period or upon death or disability
of the  recipient.  The shares were valued at the March 7, 2002 market  value of
approximately $2.0 million.  The market value of $2.0 million was amortized over
a five  year  period  as  compensation  expense.  Compensation  expense  of $0.1
million,  $0.4 million,  and $0.4 million for the years ended December 31, 2007,
2006, and 2005,  respectively,  is recorded in salaries,  wages, and benefits on
the  consolidated  statement of income.  All unvested shares are included in the
Company's  96.9  million  outstanding  shares as of  December  31,  2007.  As of
December 31, 2007 there are no securities  authorized  for issuance under equity
compensation plans.

     A summary of the Company's  non-vested  restricted stock as of December 31,
2007 and 2006,  and changes during the twelve months ended December 31, 2007 and
2006 is presented in the table below:

                                                                     Grant-date
                                                         Shares      Fair Value
                                                       ----------    -----------
Non-vested stock outstanding at January 1, 2006          68,200        $  11.00
Granted                                                       -               -
Vested                                                  (34,000)          11.00
Forfeited                                                     -               -
                                                       ----------    -----------
Non-vested stock outstanding at December 31, 2006        34,200           11.00
                                                       ----------    -----------

Non-vested stock outstanding at January 1, 2007          34,200           11.00
Granted                                                       -               -
Vested                                                  (34,000)          11.00
Forfeited                                                     -               -
                                                       ----------    -----------
Non-vested stock outstanding at December 31, 2007           200        $  11.00
                                                       ==========    ===========

The fair value of the shares vested was $544,020,  $578,245 and $549,201 for the
twelve months ended December 31, 2007, 2006 and 2005, respectively.

     In December 2004, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123(R),  "Share-Based
Payment,"  ("SFAS No.  123(R)") a revision of SFAS No. 123, which  addresses the
accounting for share-based payment transactions.  SFAS No. 123(R) eliminates the
ability to account for employee share-based compensation  transactions using APB
Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  and  generally
requires  instead that such  transactions  be accounted  and  recognized  in the
consolidated statement of income based on their fair value. SFAS No. 123(R) also
requires  entities to estimate the number of  forfeitures  expected to occur and
record  expense  based upon the number of awards  expected to vest.  The Company
implemented  SFAS No.  123(R) on  January 1, 2006.  The  unamortized  portion of
unearned compensation was reclassified to retained earnings upon implementation.

                                       12
<PAGE>

The  amortization of unearned  compensation  was recorded as additional  paid-in
capital effective January 1, 2006 through December 31, 2007. The  implementation
of SFAS No. 123(R) had no effect on the Company's  results of operations for the
years ended December 31, 2007 and 2006.

ITEM 6. SELECTED FINANCIAL DATA

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

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                            (in thousands, except per share data)
                                        2007      2006      2005      2004      2003
                                      --------  --------  --------  --------  --------
Statements of Income Data:
<S>                                   <C>       <C>       <C>       <C>       <C>
Operating revenue                     $591,893  $571,919  $523,792  $457,086  $405,116
                                      --------  --------  --------  --------  --------
Operating expenses:
  Salaries, wages, and benefits (3)    196,303   189,179   174,180   157,505   141,293
  Rent and purchased transportation     21,421    24,388    29,635    36,757    49,988
  Fuel                                 164,285   146,240   123,558    83,263    62,218
  Operations and maintenance            12,314    12,647    14,955    12,939    13,298
  Operating taxes and licenses           9,454     9,143     8,968     8,996     8,403
  Insurance and claims (3)              18,110    16,621    17,938    16,545     2,187
  Communications and utilities           3,857     3,721     3,554     3,669     3,605
  Depreciation (2)                      48,478    47,351    38,228    29,628    26,534
  Other operating expenses              17,380    17,356    16,697    14,401    12,539
  Gain on disposal of property
      and equipment (2)                (10,159)  (18,144)   (8,032)     (175)      (46)
                                      --------  --------  --------  --------  --------
                                       481,443   448,502   419,681   363,528   320,019
                                      --------  --------  --------  --------  --------
      Operating income(2)              110,450   123,417   104,111    93,558    85,097
Interest income                         10,285    11,732     7,373     3,071     2,046
                                      --------  --------  --------  --------  --------
Income before income taxes             120,735   135,149   111,484    96,629    87,143
Federal and state income taxes          44,565    47,978    39,578    34,183    29,922
                                      --------  --------  --------  --------  --------
Net income (2)                        $ 76,170  $ 87,171  $ 71,906  $ 62,446  $ 57,221
                                      ========  ========  ========  ========  ========
Weighted average shares
outstanding (1)                         97,735    98,359    99,125   100,000   100,000
                                      ========  ========  ========  ========  ========
Earnings per share (1) (2)            $   0.78  $   0.89  $   0.73  $   0.62  $   0.57
                                      ========  ========  ========  ========  ========
Dividends declared per share (1)      $  2.080  $  0.075  $  0.060  $  0.050  $  0.020
                                      ========  ========  ========  ========  ========
Balance Sheet data:
Net working capital                   $182,546  $294,252  $271,263  $242,472  $186,648
Total assets                           526,294   669,070   573,508   517,012   448,407
Stockholders' equity                   342,759   495,024   433,252   389,343   331,516
</TABLE>


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

(1) Periods 2003 through 2005 reflect the four-for-three  stock split of May 15,
2006.
(2)  Effective  July 1, 2005,  the Company  adopted SFAS No. 153,  "Exchanges of
Non-monetary Assets--An Amendment of Accounting Principles Board Opinion No. 29,
Accounting  for  Non-monetary   Transactions"   ("SFAS  153").  The  prospective
application  of  SFAS  153  after  June  30,  2005  resulted  in  the  immediate
recognition  of  gains  from the  trade-in  of  revenue  equipment  rather  than
reduction in the cost of the new revenue  equipment.  The  recognition  of gains
from  trade-in  of  revenue  equipment  is  offset  over the  equipment  life by
increased  depreciation  expense. For the twelve month periods of 2007 and 2006,
and the six month period of 2005,  gains resulting from the adoption of SFAS 153
were $1.9 million, $17.6 million and $6.5 million, respectively.
(3) The Company  increased the amount accrued for workers'  compensation by $2.9
million and decreased the amount accrued for accident  liability claims by $11.2
million during the 2003 period as a result of actuarial studies.

                                       13
<PAGE>

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

Overview

     Heartland Express,  Inc. is a short-to-medium  haul truckload carrier.  The
Company  transports freight for major shippers and generally earns revenue based
on the number of miles per load delivered. The Company provides regional dry van
truckload  services  from eight  regional  operating  centers plus its corporate
headquarters.  The Company's  eight regional  operating  centers,  not including
operations at the corporate  headquarters,  accounted for 64.5% and 62.6% of the
2007 and 2006 operating revenues.  The Company takes pride in the quality of the
service that it provides to its customers.  The keys to maintaining a high level
of service are the availability of late-model equipment and experienced drivers.

     Operating  efficiencies  and cost controls are achieved  through  equipment
utilization,  operating a fleet of late model equipment, maintaining an industry
leading driver to non-driver  employee  ratio,  and the effective  management of
fixed and variable  operating costs. At December 31, 2007, the Company's tractor
fleet had an average age of 2.1 years while the trailer fleet had an average age
of 3.8 years. The Company has grown  internally by providing  quality service to
targeted  customers  with a high  density of freight in the  Company's  regional
operating  areas.  In  addition to the  development  of its  regional  operating
centers,  the Company has made five  acquisitions  since 1987.  Future growth is
dependent upon several  factors  including the level of economic  growth and the
related  customer  demand,  the  available  capacity in the  trucking  industry,
potential of  acquisition  opportunities,  and the  availability  of experienced
drivers.

     The  Company  ended the year with  operating  revenues  of $591.9  million,
including fuel surcharges,  net income of $76.2 million,  and earnings per share
of $0.78 on average  outstanding  shares of 97.7 million.  The Company posted an
81.3% operating ratio (operating expenses as a percentage of operating revenues)
and a 12.9% net margin (net income as a percentage of operating  revenues).  The
Company ended the year with cash, cash equivalents,  and short-term  investments
of $196.6 million and a debt-free balance sheet. The Company has total assets of
$526.3 million at December 31, 2007. The Company  achieved a return on assets of
12.7% and a return on equity of 18.2%.  The Company's cash flow from  operations
for the year of $119.6 million was 20.2% of operating revenues.

     The years ended December 31, 2007 and 2006 and six-month period from July 1
to  December  31,  2005  periods  have been  favorably  impacted by gains on the
trade-in of revenue  equipment.  Prior to the  implementation of SFAS No. 153 on
July 1, 2005, the gains related to trade-in of revenue  producing  equipment was
deferred as a reduction of the basis of the new  equipment.  For the years ended
December 31, 2007, 2006 and 2005,  gains from the trade-in of revenue  equipment
were $1.9 million,  $17.6 million and $6.5  million,  respectively.  Also during
2007 the Company recorded gains of  approximately  $6.8 million related to sales
of real estate and the remaining gains during 2007 related to sales of equipment
that did not involve trades.

     The  decline in the demand for  freight  services  and an  overcapacity  of
trucks has negatively  impacted the operating  results of 2007. The soft freight
demand has resulted in downward  pressures on freight and fuel  surcharge  rates
and has resulted in higher  empty miles and lower  equipment  utilization.  Fuel
expense, net of fuel surcharge recoveries, increased 18% to $81.9 million during
the year ended  December 31, 2007  compared to $69.5  million for the year ended
December 31, 2006.

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

                                       14
<PAGE>

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

Results of Operations

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

                                                     Year Ended December 31,
                                                 -----------------------------
                                                   2007       2006      2005
                                                 -------    -------    -------
Operating revenue                                 100.0%     100.0%     100.0%
                                                 -------    -------    -------
Operating expenses:
    Salaries, wages, and benefits                  33.2%      33.1%      33.3%
    Rent and purchased transportation               3.6        4.3        5.7
    Fuel                                           27.8       25.6       23.6
    Operations and maintenance                      2.1        2.2        2.9
    Operating taxes and license                     1.6        1.6        1.7
    Insurance and claims                            3.1        2.9        3.4
    Communications and utilities                    0.7        0.7        0.7
    Depreciation                                    8.2        8.3        7.3
    Other operating expenses                        2.9        3.0        3.2
    Gain on disposal of property and equipment     (1.7)      (3.2)      (1.5)
                                                 -------    -------    -------
                                                   81.3%      78.4%      80.1%
                                                 -------    -------    -------
              Operating income                     18.7%      21.6%      19.9%
Interest income                                     1.7        2.1        1.4
                                                 -------    -------    -------
    Income before income taxes                     20.4%      23.6%      21.3%
Income taxes                                        7.5        8.4        7.6
                                                 -------    -------    -------
    Net income                                     12.9%      15.2%      13.7%
                                                 =======    =======    =======



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

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

     Salaries,  wages,  and benefits  increased $7.1 million  (3.8%),  to $196.3
million for the year ended  December  31,  2007 from $189.2  million in the 2006
period.  These  increases  were the result of  increased  reliance  on  employee
drivers due to a decrease in the number of independent  contractors  utilized by
the Company and driver pay increases.  The Company increased driver pay by $0.01
per mile in January 2006 for all drivers maintaining a valid hazardous materials
endorsement on their commercial  driver's license and implemented  quarterly pay
increases in 2006 for selected operating divisions. The cumulative impact of the
quarterly  increases to driver  compensation in 2006 resulted in a cost increase
of  approximately  $1.8 million for the year ended December 31,  2007.During the
year ended December 31, 2007, employee drivers accounted for 95% and independent
contractors  for  5% of the  total  fleet  miles,  compared  with  94%  and  6%,
respectively,  for 2006.  Additional miles in 2007 by company drivers  accounted
for   approximately   $4.0  million  increase  in  wages  over  2006.   Workers'
compensation expense increased $2.3 million (53.6%) to $6.5 million for the year
ended  December 31, 2007 from $4.2 million in for the same period in 2006 due to
an increase  in  frequency  and  severity of claims.  Health  insurance  expense
decreased  $1.4 million  (16.2%) to $7.1 million for the year ended December 31,
2007 from $8.5 million in the same period of 2006 due to a decrease in frequency
and severity of claims.  The  remaining  increase  was the result of  non-driver
payroll increases.

     Rent and purchased  transportation decreased $3.0 million (12.2%), to $21.4
million for the year ended  December 31, 2007 from $24.4 million in the compared


                                       15
<PAGE>

period of 2006. This reflects the Company's  decreased reliance upon independent
contractors. Rent and purchased transportation for both periods includes amounts
paid to independent  contractors under the Company's fuel stability program.  In
the first quarter of 2006, the Company increased the independent contractor base
mileage  pay by $0.01 per mile for all  independent  contractors  maintaining  a
hazardous  materials  endorsement on their commercial  driver's license,  and an
additional  $0.01 per mile per quarter in 2006 beginning on April 1, 2006. These
base mileage pay increases of approximately  $0.3 million in 2007 were offset by
a decrease attributable to fewer miles driven by independent contractors.

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

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

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

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

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

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

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

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

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

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a percentage  of operating  revenue) was 81.3% during the year ended
December 31, 2007 compared  with 78.4% during the year ended  December 31, 2006.
Net income decreased $11.0 million (12.6%),  to $76.2 million for the year ended
December 31, 2007 from $87.2 million during the compared 2006 period as a result
of the net effects discussed above.

                                       16
<PAGE>

Year Ended December 31, 2006 Compared With Year Ended December 31, 2005

     Operating revenue increased $48.1 million (9.2%), to $571.9 million in 2006
from $523.8 million in 2005, as a result of the Company's expansion of its fleet
and customer base as well as improved freight rates.  Operating revenue for both
periods was  positively  impacted by fuel  surcharges  assessed to the  customer
base. Fuel surcharge revenue  increased $21.7 million,  (36.3%) to $81.4 million
in 2006 from $59.7 million reported in 2005.

     Salaries,  wages,  and benefits  increased $15.0 million (8.6%),  to $189.2
million in 2006 from $174.2 million in 2005.  These increases were the result of
increased  reliance  on  employee  drivers  due to a  decrease  in the number of
independent  contractors utilized by the Company and a driver pay increase.  The
Company  increased  driver pay by $0.01 per mile in January 2006 for all drivers
maintaining a valid hazardous materials endorsement on their commercial driver's
license  and  implemented   quarterly  pay  increases  for  selected   operating
divisions. These increases to driver compensation resulted in a cost increase of
approximately $5.6 million in 2006. During 2006,  employee drivers accounted for
94% and independent  contractors 6% of the total fleet miles,  compared with 92%
and 8%,  respectively,  in 2005.  Workers'  compensation  expense increased $0.6
million  (18.0%)  to $4.2  million  in 2006 from $3.6  million in 2005 due to an
increase in frequency and severity of claims. Health insurance expense increased
$0.8 million (10.3%) to $8.5 million in 2006 from $7.7 million in 2005 due to an
increase in frequency and severity of claims and increased  reliance on employee
drivers.

     Rent and purchased  transportation decreased $5.2 million (17.7%), to $24.4
million  in 2006 from  $29.6  million  in 2005.  This  reflected  the  Company's
decreased   reliance   upon   independent   contractors.   Rent  and   purchased
transportation for both periods includes amounts paid to independent contractors
for  fuel  stabilization.  The  Company  increased  the  base  mileage  rate for
independent  contractors  by $0.03 per mile in the first quarter of 2005 for the
second consecutive year. In the first quarter of 2006, the Company increased the
independent  contractor  base mileage pay by $0.01 per mile for all  independent
contractors  maintaining a hazardous  materials  endorsement on their commercial
driver's  license,  and an  additional  $0.01 per mile per quarter  beginning on
April 1, 2006.

     Fuel increased $22.7 million (18.4%), to $146.3 million in 2006 from $123.6
million in 2005.  The  increase  is the result of  increased  fuel prices and an
increased  reliance  on  company-owned  tractors.  The  Company's  fuel cost per
company-owned  tractor mile increased  13.8% in 2006 compared to 2005. Fuel cost
per mile,  net of fuel  surcharge,  decreased 2.3% in 2006 compared to 2005. The
Company's  fuel  cost  per  gallon  increased  11.7%  in 2006  compared  to 2005
primarily  due to continued  instability  in the Middle East and  concerns  over
domestic inventory levels.

     Operations and maintenance decreased $2.3 million (15.4%), to $12.6 million
in 2006 from $14.9 million in 2005. The decrease is primarily  attributed to the
improved  average age of the revenue  equipment in our fleet. The average age of
our tractor fleet is 1.2 years while the average age of the trailer fleet is 3.1
years.  In 2005,  the  average  age of  tractors  was 1.5  years  with  trailers
averaging 3.2 years.

     Insurance and claims  decreased  $1.3 million  (7.3%),  to $16.6 million in
2006 from $17.9  million in 2005 due to a decrease in the frequency and severity
of claims.

     Depreciation  increased $9.1 million (23.9%), to $47.3 million in 2006 from
$38.2  million  in 2005.  This  increase  is  attributable  to the growth of our
company-owned  tractor and trailer  fleet,  an  increased  cost of new  tractors
primarily  associated with the EPA-mandated  clean air engines,  a fleet upgrade
during 2006, and the  implementation of SFAS No. 153. New tractors have a higher
cost than the models being replaced due to EPA-mandated clean air standards.  As
of December 31, 2006, 100% of the Company's  tractor fleet had the EPA clean air
engine  compared to 68.6% at December 31, 2005.  For the year ended December 31,
2006,  as a result of SFAS No. 153,  approximately  $2.8  million of  additional
depreciation  was  recognized  due to a  higher  depreciable  basis  of  revenue
equipment  acquired  through  trade-ins.  For  the  same  period  of  2005,  the
additional  depreciation  attributable  to SFAS No. 153 was $369,000.  In future
periods,  we expect  depreciation  will  increase  as we continue to upgrade our
fleet in compliance  with  EPA-mandated  engine changes and due to the impact of
SFAS No. 153.

     Other operating expenses increased $0.7 million (4.0%), to $17.4 million in
2006 from  $16.7  million in 2005.  Other  operating  expenses  consist of costs
incurred for  advertising  expense,  freight  handling,  highway  tolls,  driver
recruiting expenses, and administrative costs.

                                       17
<PAGE>

     Gain on the  disposal of property and  equipment  increased  $10.1  million
(125.9%),  to $18.1  million in 2006 from $8.0 million in the 2005  period.  The
2006 period includes $17.6 million from gains on trade-ins of revenue  equipment
which are  recognized  under SFAS No. 153  compared to $6.5 million for the same
period of 2005. Prior to the implementation of SFAS No 153, gains from trade-ins
of  revenue  equipment  were  deferred  as a  reduction  of the basis of the new
equipment.  Management  does not believe  gains in the future will be at similar
levels realized in the 2006 period.

     Interest income  increased $4.3 million  (59.1%),  to $11.7 million in 2006
from $7.4 million in 2005. The increase is the result of higher average balances
of cash,  cash  equivalents,  and short-term  investments and higher yields than
2005.

     The Company's effective tax rate was 35.5% for 2006 and 2005, respectively.
Income taxes have been  provided for at the  statutory  federal and state rates,
adjusted for certain permanent  differences  between financial  statement income
and income for tax reporting.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a percentage  of operating  revenue) was 78.4% during the year ended
December  31, 2006  compared  with 80.1% for 2005.  Net income  increased  $15.3
million  (21.2%),  to $87.2  million for the year ended  December  31, 2006 from
$71.9 million for the year ended December 31, 2005.

Inflation and Fuel Cost

     Most of the  Company's  operating  expenses are  inflation-sensitive,  with
inflation  generally  producing  increased costs of operations.  During the past
three years,  the most  significant  effects of  inflation  have been on revenue
equipment  prices  and the  compensation  paid to the  drivers.  Innovations  in
equipment  technology,  EPA mandated new engine emission requirements on tractor
engines  manufacturered  after  January 1, 2007,  and comfort  have  resulted in
higher tractor  prices,  and there has been an  industry-wide  increase in wages
paid to attract  and retain  qualified  drivers.  The Company  historically  has
limited the effects of inflation  through increases in freight rates and certain
cost control efforts. In addition to inflation,  fluctuations in fuel prices can
affect  profitability.  Most of the Company's  contracts with customers  contain
fuel surcharge  provisions.  Although the Company  historically has been able to
pass through most  long-term  increases  in fuel prices and  operating  taxes to
customers in the form of surcharges and higher rates, shorter-term increases are
not fully recovered.

     Fuel prices have  remained  high  throughout  2005,  2006,  and 2007,  thus
increasing our cost of operations.  In addition to the increased fuel costs, the
reduced fuel  efficiency of the new EPA engines has put  additional  pressure on
profitability due to increased fuel consumption.  Competitive  conditions in the
transportation industry, such as lower demand for transportation services, could
affect the Company's ability to obtain rate increases or fuel surcharges.

Liquidity and Capital Resources

     The growth of the Company's  business requires  significant  investments in
new revenue  equipment.  Historically  the Company has been  debt-free,  funding
revenue equipment  purchases with cash flow provided by operations.  The Company
also obtains tractor capacity by utilizing independent contractors,  who provide
a  tractor  and  bear all  associated  operating  and  financing  expenses.  The
Company's  primary source of liquidity for the year ended December 31, 2007, was
net cash provided by operating  activities of $119.6 million  compared to $128.1
million in 2006 due  primarily to net income  (excluding  noncash  depreciation,
deferred tax and amortization of unearned compensation, and gains on disposal of
equipment) being approximately $6.8 million lower in 2007 compared to 2006 and a
decrease in operating  assets and  liabilities  decrease of  approximately  $1.7
million.  The net decrease in cash provided by operating  assets and liabilities
was  primarily  the  result  of  changes  in  insurance   accruals  and  accrued
compensation.  Cash  flow  from  operating  activities  was  20.2% of  operating
revenues in 2007 compared with 22.4% in 2006.

     Capital expenditures for property and equipment, net of trade-ins,  totaled
$43.6  million for 2007  compared to $76.1  million  during  2006.  We currently
expect capital  expenditures for property and equipment,  net of trades in 2008,
to be  comparable to capital  expenditures  for property and  equipment,  net of
trades in 2007. Total expenditures for the new corporate headquarters, including
furniture and fixtures,  and shop  facility in North  Liberty,  Iowa and Phoenix
facility were approximately $19.7 million during 2007.

     The Company paid cash  dividends of $204.3 million in 2007 compared to $6.9
million in 2006. The Company paid a one-time  special dividend of $196.5 million


                                       18
<PAGE>

during the second  quarter of 2007.  The Company  declared a $1.9  million  cash
dividend in December 2007,  included in accounts payable and accrued liabilities
at December 31, 2007, which was paid on January 3, 2008.

     The  Company  paid  income  taxes  of  $41.6  million  in  2007  which  was
essentially unchanged compared to $41.3 million paid in 2006.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to repurchase  15.4 million  shares,  adjusted for stock splits,  of the
Company's Common Stock in open market or negotiated transactions using available
cash and cash  equivalents.  The  authorization  to  repurchase  remains open at
December 31, 2007 and has no expiration date. During the year ended December 31,
2007,  approximately  1.3  million  shares of the  Company's  common  stock were
repurchased for approximately  $19.4 million at approximately  $14.86 per share.
This  compares to  approximately  0.2  million  shares of the  Company's  common
repurchased for $2.5 million at  approximately  $14.41 per share during the year
ended December 31, 2006. The repurchased  shares were subsequently  retired.  At
December 31, 2007, the Company has  approximately  12.3 million shares remaining
under the current Board of Director repurchase  authorization.  Future purchases
are dependent upon market conditions.

     Management  believes the Company has adequate liquidity to meet its current
and  projected  needs.  Management  believes the Company  will  continue to have
significant  capital  requirements  over the long-term  which are expected to be
funded from cash flow  provided  by  operations  and from  existing  cash,  cash
equivalents,  and short-term investments. The Company ended the year with $196.6
million in cash, cash equivalents,  and short-term  investments and no debt. Net
working capital for the year ended December 31, 2007 decreased by $111.7 million
over 2006. The most significant transaction causing the decrease was the sale of
short-term  investments  of  approximately  $134.2  million to fund the  special
dividend  payment  of  $196.5  million  discussed  above.  Working  capital  was
positively  impacted by the $21.4 million  reduction in current tax  liabilities
due to the adoption of FIN 48. Based on the Company's strong financial position,
management believes outside financing could be obtained,  if necessary,  to fund
capital expenditures.

     Primarily all of the Company's  investments  as of December 31, 2007 are in
short-term  investments in auction rate student loan educational bonds backed by
the U.S. government.  The investments typically have an interest reset provision
of 35 days with contractual  maturities generally greater than 20 years from the
date of original  issuance.  All  investments  held by the Company  have AAA (or
equivalent)  ratings  from  recognized  rating  agencies.  At the reset date the
Company has the option to roll the  investment  and reset the  interest  rate or
sell the  investment  in an auction.  The Company  receives the par value of the
investment plus accrued interest on the reset date if the underlying  investment
is sold in an auction.  There is no  guarantee  that when the Company  elects to
participate in an auction and therefore sell  investments,  that a willing buyer
will  purchase  the  security and  therefore  the Company  receive cash upon the
election to sell. The Company has not  historically  experienced any failures in
auctions of such investments when it has elected to sell an investment,  but has
experienced  unsuccessful  auctions  during  February  2008 (as discussed in the
footnotes to the financials). Upon an unsuccessful auction, the interest rate of
the underlying  investment is reset to a default maximum interest rate as stated
in the  prospectus of the  underlying  security.  Until a subsequent  auction is
successful or the underlying  security is called by the issuer, the Company will
be required to hold the underlying  investment until maturity.  The Company only
holds senior positions of underlying securities.  The Company does not invest in
asset backed securities and does not have direct securitized  sub-prime mortgage
loans exposure or loans to, commitments in, or investments in sub-prime lenders.
Should  the  Company  have a need to  liquidate  any of these  investments,  the
Company may be required to discount  these  securities  for  liquidity,  but the
Company currently does not have this liquidity requirement.  Based on historical
and current  operating cash flows,  the Company does not currently  anticipate a
requirement  to liquidate  underlying  investments  at  discounted  pricing.  If
current  conditions  in the  credit  and  capital  markets  continue,  we may be
required to recognize  impairments  and/or  reclassify  these  investments  from
short-term  to long-term  investments.  Further,  the Company may be required to
seek alternative financing arrangements.

Off-Balance Sheet Transactions

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

Contractual Obligations and Commercial Commitments

     As of December 31, 2007 the Company did not have any purchase  obligations,
significant   operating  lease   obligations,   capital  lease   obligations  or
outstanding long-term debt obligations.

                                       19
<PAGE>

     At December  31,  2007,  the Company had a total of $25.7  million in gross
unrecognized tax benefits.  Of this amount,  $16.7 million represents the amount
of unrecognized tax benefits that, if recognized, would impact our effective tax
rate.  These  unrecognized  tax  benefits  relate to the state income tax filing
position for the Company's corporate  subsidiaries.  The total amount of accrued
interest and penalties for such  unrecognized  tax benefits was $14.9 million as
of  December  31,  2007.  Interest  and  penalties  related to income  taxes are
classified as income tax expense in our consolidated  financial statements.  The
federal statute of limitations remains open for the years 2004 and forward.  Tax
years 1997 and forward are subject to audit by state tax  authorities  depending
on the tax code of each state.

     A number of years may elapse  before an  uncertain  tax position is audited
and ultimately  settled.  It is difficult to predict the ultimate outcome or the
timing of resolution for uncertain tax positions. It is reasonably possible that
the amount of unrecognized tax benefits could significantly increase or decrease
within the next twelve months. These changes could result from the expiration of
the statute of limitations,  examinations or other unforeseen circumstances.  As
of December  31,  2007,  the Company  did not have any ongoing  examinations  or
outstanding  litigation related to tax matters. At this time,  management's best
estimate of the reasonably  possible  change in the amount of  unrecognized  tax
benefits to be a decrease of  approximately  $2.5 to $3.5 million  mainly due to
the expiration of certain statute of limitations.

Critical Accounting Policies

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

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

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

     *    Revenue is recognized when freight is delivered.
     *    Selections of estimated  useful lives and salvage  values for purposes
          of depreciating  tractors and trailers.  Depreciable lives of tractors
          and  trailers  are 5 and 7 years,  respectively.  Estimates of salvage
          value are based upon the  expected  market  values of equipment at the
          end of the expected useful life.
     *    Management  estimates accruals for the self-insured portion of pending
          accident liability,  workers' compensation,  physical damage and cargo
          damage  claims.   These  accruals  are  based  upon   individual  case
          estimates,   including   reserve   development,   and   estimates   of
          incurred-but-not-reported losses based upon past experience.
     *    Management  judgment is required to determine the provision for income
          taxes and to determine whether deferred income taxes will be realized.
          Deferred tax assets and  liabilities  are measured  using  enacted tax
          rates  expected  to apply to taxable  income in the years in which the
          temporary  differences  are  expected to be  recovered  or settled.  A
          valuation  allowance is required to be  established  for the amount of
          deferred income tax assets that are determined not to be realizable. A
          valuation  allowance  for  deferred  income  tax  assets  has not been
          established  due  to the  profitability  of  the  Company's  business.
          Further,  management  judgment  is  required  in  the  accounting  for
          uncertainty  in income taxes  recognized in the  financial  statements
          based on  recognition  threshold and  measurement  attributes  for the
          financial  statement  recognition  and  measurement  of a tax position
          taken or expected to be taken in a tax return.

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

New Accounting Pronouncements

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

                                       20
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Primarily all of the Company's  investments  as of December 31, 2007 are in
short-term  investments in auction rate student loan educational bonds backed by
the U.S. government.  The investments typically have an interest reset provision
of 35 days with contractual  maturities generally greater than 20 years from the
date of original  issuance.  All  investments  held by the Company  have AAA (or
equivalent)  ratings  from a  recognized  rating  agency.  At the reset date the
Company has the option to roll the  investment  and reset the  interest  rate or
sell the  investment  in an auction.  The Company  receives the par value of the
investment plus accrued interest on the reset date if the underlying  investment
is sold in an auction.  There is no  guarantee  that when the Company  elects to
participate in an auction and therefore sell  investments,  that a willing buyer
will  purchase  the  security and  therefore  the Company  receive cash upon the
election to sell. The Company has not  historically  experienced any failures in
auctions of such  investments  when it has elected to sell an investment but has
experienced  unsuccessful  auctions  during  February  2008 (as discussed in the
footnotes to the financials). Upon an unsuccessful auction, the interest rate of
the underlying  investment is reset to a default maximum interest rate as stated
in the  prospectus of the  underlying  security.  Until a subsequent  auction is
successful or the underlying  security is called by the issuer, the Company will
be required to hold the underlying  investment until maturity.  The Company only
holds senior positions of underlying securities.  The Company does not invest in
asset backed securities and does not have direct  securitized sub prime mortgage
loans exposure or loans to, commitments in, or investments in sub prime lenders.
Should  the  Company  have a need to  liquidate  any of these  investments,  the
Company may be  required to discount  these  securities  for  liquidity  but the
Company currently does not have this liquidity requirement.  Based on historical
and current  operating cash flows,  the Company does not currently  anticipate a
requirement  to liquidate  underlying  investments  at  discounted  pricing.  If
current  conditions  in the  credit  and  capital  markets  continue,  we may be
required to recognize  impairments  and/or  reclassify  these  investments  from
short-term to long-term investments.

     Assuming we maintain  our short term  investment  balance  consistent  with
balances  as of  December  31,  2007,  $188.6  million,  and if market  rates of
interest  on our short  term  investments  decreased  by 100 basis  points,  the
estimated  reduction  in annual  interest  income  would be  approximately  $1.9
million.

     The Company has no debt  outstanding as of December 31, 2007 and therefore,
has no market risk related to debt.

     Volatile fuel prices will continue to impact us significantly. Based on the
Company's  historical  experience,  the  Company is not able to pass  through to
customers 100% of fuel price increases. For the year ended December 31, 2007 and
2006, fuel expense,  net of fuel surcharge,  was $81.9 million and $69.5 million
or 20.5% and 18.7%, respectively, of the Company's total operating expenses, net
of fuel surcharge. A significant increase in fuel costs, or a shortage of diesel
fuel,  could  materially  and  adversely  affect our results of  operations.  In
February  2007,  the Board of Directors  authorized the Company to begin hedging
activities related to commodity fuels. In the event of hedging  activities,  the
Company will implement the provisions of SFAS No. 133 "Accounting for Derivative
Instruments  and Hedging  Activities" and contract with an unrelated third party
to transact the hedge.  It is expected any such  transactions  will be accounted
for on a mark-to-market  with changes  reflected in the statement of income as a
component of fuel costs.  As of December 31, 2007, the Company has no derivative
financial instruments to reduce its exposure to diesel fuel price fluctuations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

        None.

ITEM 9A. CONTROLS AND PROCEDURES

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

                                       21
<PAGE>

     Based on their evaluation as of December 31,  2007, the principal executive
officer and principal  financial  officer of the Company have concluded that the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Exchange Act) are effective to ensure that the  information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods specified in SEC rules and forms.

     Management's  Annual Report on Internal  Control Over Financial  Reporting-
The  Company's  management  is  responsible  for  establishing  and  maintaining
adequate internal control over financial  reporting,  as such term is defined in
Exchange  Act Rules  13a-15(f)  and  15d-15(f) of the  Exchange  Act.  Under the
supervision  and  with  the  participation  of  our  management,  including  our
principal  executive officer and principal  financial  officer,  we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control - Integrated  Framework issued by the
Committee of Sponsoring  Organizations of the Treadway Commission as of December
31, 2007.  Based on our  evaluation  under the framework in "Internal  Control -
Integrated  Framework",  our management concluded that our internal control over
financial  reporting  was  effective  as of December  31,  2007.  The  Company's
auditor, KPMG LLP, an independent  registered public accounting firm, has issued
an audit report on the  effectiveness  of the  Company's  internal  control over
financial reporting which is included in this filing.

     Changes  in  Internal  Control  Over  Financial  Reporting  - There were no
changes in our internal  control over financial  reporting that occurred  during
the quarter  ended  December  31,  2007,  that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


















                                       22
<PAGE>


Report of Independent Registered Public Accounting Firm

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


We have audited  Heartland  Express,  Inc.  and  subsidiaries'  (the  "Company")
internal  control over  financial  reporting  as of December 31, 2007,  based on
criteria established in "Internal  Control--Integrated  Framework" issued by the
Committee of Sponsoring  Organizations of the Treadway  Commission  (COSO).  The
Company's  management is responsible for maintaining  effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control  over  financial  reporting  included in the  accompanying  Management's
Report on Internal Control Over Financial  Reporting.  Our  responsibility is to
express an opinion on the Company's  internal  control over financial  reporting
based on our audit.

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

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

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

In our opinion,  Heartland  Express,  Inc. and subsidiaries  maintained,  in all
material  respects,  effective  internal control over financial  reporting as of
December   31,   2007,    based   on   criteria    established    in   "Internal
Control--Integrated   Framework"   issued  by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
Heartland  Express,  Inc. and subsidiaries as of December 31, 2007 and 2006, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows for each of the years in the  three-year  period ended  December 31, 2007,
and our report dated February 28, 2008 expressed an unqualified opinion on those
consolidated financial statements.

                                  /s/ KPMG LLP

Des Moines, Iowa
February 28, 2008



                                       23
<PAGE>
ITEM 9B. OTHER INFORMATION

         NONE

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

     The information  required by Item 10 of Part III, with the exception of the
Code of Ethics  discussed  below,  is  incorporated  herein by  reference to the
Company's Proxy Statement for the annual shareholders' meeting to be held on May
8, 2008 (the "Proxy Statement").

Code of Ethics

     The  Company  has  adopted a code of ethics  known as the "Code of Business
Conduct  and Ethics"  that  applies to the  Company's  employees  including  the
principal  executive officer,  principal financial officer,  and controller.  In
addition,  the Company has adopted a code of ethics known as "Code of Ethics for
Senior  Financial  Officers".  The Company  makes these codes  available  on its
website  at  www.heartlandexpress.com  (and  in  print  to any  shareholder  who
requests them).

ITEM 11. EXECUTIVE COMPENSATION

     The information  required by Item 11 of Part III is incorporated  herein by
reference to the  Company's  Proxy  Statement  and is included  within the Proxy
Statement under the heading Compensation Discussion and Analysis.

ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT,  AND
         RELATED STOCKHOLDER MATTERS

     The information  required by Item 12 of Part III is incorporated  herein by
reference  to the Proxy  Statement  and is included  within the Proxy  Statement
under the heading Security Ownership of Principal Stockholders and Management.

ITEM 13. CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
         INDEPENDENCE

     The information  required by Item 13 of Part III is incorporated  herein by
reference  to the Proxy  Statement  and is included  within the Proxy  Statement
under the headings Certain  Relationships and Related Transactions and Corporate
Governance and Board of Directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

                                       24
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  1. Financial Statements and Schedules.

     Report of Independent Registered Public Accounting Firm  . . . . . . . F-1
     Consolidated Balance Sheets - December 31, 2007 and 2006 . . . . . . . F-2
     Consolidated Statements of Income - Years ended
       December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . . . . . F-3
     Consolidated Statements of Stockholders' Equity - Years
       ended December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . . F-4
     Consolidated Statements of Cash Flows - Years ended
       December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . . . . . F-5
     Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F-6

     2.  Financial Statements Schedule

     Valuation and Qualifying Accounts and Reserves- Years
      ended  December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . . S-1

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


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

(b)  Exhibits.  The  following  exhibits  are  filed  with  this  form  10-K  or
     incorporated  herein by  reference  to the  document  set forth next to the
     exhibit listed below:

                                  EXHIBIT INDEX


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

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

   3.2         Amended and Restated Bylaws            Filed herewith

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

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

   4.2         Amended and Restated Bylaws            Filed herewith

                                       25
<PAGE>

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

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

   9.2         Voting Trust  Agreement  dated July    Filed herewith.
               10, 2007 between Lawrence D. Crouse,
               as the voting trustee for certain
               Grantor Retained Annuity Trusts
               established by Russell A. Gerdin
               and Ann S. Gerdin ("GRATS"), and Mr.
               and Mrs. Gerdin,  the trustees
               for certain GRATS.


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

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

  21           Subsidiaries of the Registrant         Filed herewith.

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

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

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







                                       26
<PAGE>


                                   SIGNATURES

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

                                                HEARTLAND EXPRESS, INC.

Date:  February 28, 2008                        By: /s/ Russell A. Gerdin
                                                    ---------------------
                                                Russell A. Gerdin
                                                Chief Executive Officer
                                                (Principal executive officer)


                                                By: /s/ John P. Cosaert
                                                    -------------------
                                                John P. Cosaert
                                                Executive Vice
                                                President of Finance
                                                and Chief Financial Officer
                                                (Principal accounting and
                                                financial officer)


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

      Signature                   Title                              Date

/s/ Russell A. Gerdin     Chairman and Chief Executive
---------------------     Officer
Russell A. Gerdin         (Principal executive officer)       February 28, 2008

/s/ Michael J. Gerdin     President and Director
---------------------
Michael J. Gerdin                                             February 28, 2008

/s/ John P. Cosaert       Executive Vice President
-------------------       of Finance, Chief Financial
John P. Cosaert           Officer, and Treasurer
                          (Principal accounting and
                          financial officer)                  February 28, 2008

/s/ Richard O. Jacobson   Director
-----------------------
Richard O. Jacobson                                           February 28, 2008

/s/ Benjamin J. Allen     Director
-----------------------
Benjamin J. Allen                                             February 28, 2008

/s/ Lawrence D. Crouse    Director
-----------------------
Lawrence D. Crouse                                            February 28, 2008

/s/ James G. Pratt        Director
-----------------------
James G. Pratt                                                February 28, 2008
















                                       27
<PAGE>


             Report of Independent Registered Public Accounting Firm




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


We have  audited  the  accompanying  consolidated  balance  sheets of  Heartland
Express,  Inc. and subsidiaries  (the Company) as of December 31, 2007 and 2006,
and the related  consolidated  statements of income,  stockholders'  equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
2007. In connection with our audits of the consolidated financial statements, we
also have audited  financial  statement  schedule II (as listed in Part IV, Item
15(a)  (2)  herein).  These  consolidated  financial  statements  and  financial
statement  schedule are the  responsibility  of the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Heartland Express,
Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended December 31, 2007, in conformity with U.S. generally  accepted  accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.

As discussed in Note 2 to the  consolidated  financial  statements,  the Company
adopted the provisions of Financial  Accounting  Standards Board  Interpretation
No. 48,  "Accounting for Uncertainty in Income Taxes", as of January 1, 2007. As
discussed  in  Note 2 to the  consolidated  financial  statements,  the  Company
changed its method of quantifying  errors in 2006. In addition,  as discussed in
Note 1 to  the  consolidated  financial  statements,  the  Company  adopted  the
provisions of Statement of Financial Accounting Standards No. 153, "Exchanges of
Nonmonetary Assets--an amendment of APB Opinion No. 29", on July 1, 2005.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States), the Company's internal control over
financial  reporting as of December 31, 2007,  based on criteria  established in
"Internal  Control--Integrated  Framework" issued by the Committee of Sponsoring
Organizations of the Treadway  Commission  (COSO), and our report dated February
28, 2008, expressed an unqualified opinion on the effectiveness of the Company's
internal control over financial reporting.

                                  /s/ KPMG LLP

Des Moines, Iowa
February 28, 2008









                                       F-1
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                  December 31,     December 31,
ASSETS                                                2007             2006
CURRENT ASSETS
<S>                                              <C>              <C>
   Cash and cash equivalents                     $      7,960     $       8,459
   Short-term investments                             188,643           322,829
   Trade receivables, net of
     allowance for doubtful
     accounts of $775 at
     December 31, 2007 and 2006                        44,359            43,499
   Prepaid tires                                        4,764             5,076
   Other prepaid expenses                               1,692             1,635
   Income tax receivable                                   57                -
   Deferred income taxes                               30,443            29,177
                                                 ------------     -------------
             Total current assets                $    277,918     $     410,675
                                                 ------------     -------------
PROPERTY AND EQUIPMENT
   Land and land improvements                          17,264            12,016
   Buildings                                           25,413            18,849
   Furniture & fixtures                                 2,220             1,114
   Shop & service equipment                             4,685             2,839
   Revenue equipment                                  320,776           309,506
                                                 ------------     -------------
                                                      370,358           344,324
   Less accumulated depreciation                      132,545            96,293
                                                 ------------     -------------
   Property and equipment, net                   $    237,813     $     248,031
                                                 ------------     -------------
GOODWILL                                                4,815             4,815
OTHER ASSETS                                            5,748             5,549
                                                 ------------     -------------
                                                 $    526,294     $     669,070
                                                 ============     =============
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued
    liabilities                                  $     13,073     $      15,076
   Compensation & benefits                             14,699            15,028
   Income taxes payable                                    -             21,419
   Insurance accruals                                  60,882            56,652
   Other accruals                                       6,718             8,248
                                                 ------------     -------------
             Total current liabilities           $     95,372     $     116,423
                                                 ------------     -------------
LONG-TERM LIABILITIES
   Income taxes payable                          $     37,593                -
   Deferred income taxes                               50,570     $      57,623
                                                 ------------     -------------
              Total long-term liabilities        $     88,163     $      57,623
                                                 ------------     -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
    Preferred stock, par value $.01;
      authorized 5,000 shares; none issued                 -                 -
   Capital stock; common, $.01 par value;
     authorized 395,000 shares; issued and
     outstanding 96,949 in 2007
     and 98,252 in 2006                          $        970     $         983
   Additional paid-in capital                             439               376
   Retained earnings                                  341,350           493,665
                                                 ------------     -------------
                                                 $    342,759     $     495,024
                                                 ------------     -------------
                                                 $    526,294     $     669,070
                                                 ============     =============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.




                                       F-2
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

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

                                                 Years Ended December 31,
                                          -------------------------------------
                                             2007          2006          2005
                                          ---------     ---------     ---------
<S>                                       <C>           <C>           <C>
OPERATING REVENUE                         $ 591,893     $ 571,919     $ 523,792
                                          ---------     ---------     ---------
OPERATING EXPENSES:
   Salaries, wages, benefits              $ 196,303     $ 189,179     $ 174,180
   Rent and purchased transportation         21,421        24,388        29,635
   Fuel                                     164,285       146,240       123,558
   Operations and maintenance                12,314        12,647        14,955
   Operating taxes and licenses               9,454         9,143         8,968
   Insurance and claims                      18,110        16,621        17,938
   Communications and utilities               3,857         3,721         3,554
   Depreciation                              48,478        47,351        38,228
   Other operating expenses                  17,380        17,356        16,697
   Gain on disposal of property
     & equipment                            (10,159)      (18,144)       (8,032)
                                          ---------     ---------     ---------
                                            481,443       448,502       419,681
                                          ---------     ---------     ---------
              Operating income              110,450       123,417       104,111
Interest income                              10,285        11,732         7,373
                                          ---------     ---------     ---------
Income before income taxes                  120,735       135,149       111,484
Federal and state income taxes               44,565        47,978        39,578
                                          ---------     ---------     ---------
Net Income                                $  76,170     $  87,171     $  71,906
                                          =========     =========     =========
Earnings per share                        $    0.78     $    0.89     $    0.73
                                          =========     =========     =========
Weighted average shares outstanding          97,735        98,359        99,125
                                          =========     =========     =========
Dividends declared per share              $   2.080     $   0.075     $   0.060
                                          =========     =========     =========

</TABLE>

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



                                      F-3
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

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

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

<S>                                   <C>          <C>           <C>         <C>          <C>
Balance, January 1, 2005              $       751  $      8,511  $  380,906  $      (824) $ 389,344
Net income                                     -             -       71,906           -      71,906
Dividends on common stock, $0.060
per share                                      -             -       (5,941)          -      (5,941)
Stock purchase                                (12)       (8,493)    (13,914)          -     (22,419)
Forfeiture of stock awards                     -            (18)         (4)          22         -
Amortization of share based
compensation                                   -             -           -           363        363
                                      -----------  ------------  ----------  -----------  ---------
Balance, December 31, 2005                    739            -      432,953         (439)   433,253
Net income                                     -             -       87,171           -      87,171
Impact of adopting SAB 108                     -             -      (15,854)          -     (15,854)
Dividends on common stock, $0.075
per share                                      -             -       (7,375)          -      (7,375)
Stock split                                   246            -         (246)          -          -
Stock repurchase                               (2)           -       (2,545)          -      (2,547)
Reclassification of share based
compensation                                   -             -         (439)         439         -
Amortization of share based
compensation                                   -            376          -            -         376
                                      -----------  ------------  ----------  -----------  ---------
Balance, December 31, 2006                    983           376     493,665           -     495,024
Net income                                     -             -       76,170           -      76,170
Impact of adopting FIN 48                      -             -       (4,798)          -      (4,798)
Dividends on common stock, $2.08 per
share                                          -             -     (204,312)          -    (204,312)
Stock repurchase                              (13)           -      (19,375)          -     (19,388)
Amortization of share based
compensation                                   -             63          -            -          63
                                      -----------  ------------  ----------  -----------  ---------
Balance, December 31, 2007            $       970  $        439  $  341,350  $        -   $ 342,759
                                      ===========  ============  ==========  ===========  =========
</TABLE>

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








                                       F-4
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                               Years Ended December 31,
                                        ---------------------------------------
                                           2007           2006           2005
                                        ---------      ---------      ---------
OPERATING ACTIVITIES
<S>                                     <C>            <C>            <C>
Net income                              $  76,170      $  87,171      $  71,906
Adjustments to reconcile net
income to net cash provided by
operating activities:
  Depreciation and amortization            48,486         47,371         38,248
  Deferred income taxes                       494          5,101         (2,630)
  Amortization of share based
   compensation                                63            376            363
  Gain on disposal of property
   and equipment                          (10,159)       (18,144)        (8,032)
  Changes in certain working
   capital items:
    Trade receivables                        (860)          (639)        (5,758)
    Prepaid expenses                          166         (2,325)          (611)
    Accounts payable, accrued
     liabilities, and accrued expenses      2,731          7,609         11,308
    Accrued income taxes                    2,506          1,554            146
                                        ---------      ---------      ---------
      Net cash provided by
       operating activities               119,597        128,074        104,940
                                        ---------      ---------      ---------
INVESTING ACTIVITIES
Proceeds from sale of property
 and equipment                             13,228          1,966          2,310
Purchases of property and equipment,
 net of trades                            (43,579)       (76,056)       (49,154)
Net sale (purchases) of municipal bonds   134,186        (40,574)       (25,528)
Change in other assets                       (207)          (889)          (433)
                                        ---------      ---------      ---------
      Net cash provided by (used in)
       investing activities               103,628       (115,553)       (72,805)
                                        ---------      ---------      ---------
FINANCING ACTIVITIES
   Cash dividend                         (204,336)        (6,882)        (5,960)
   Stock repurchase                       (19,388)        (2,547)       (22,419)
                                        ---------      ---------      ---------
      Net cash used in financing
       activities                        (223,724)        (9,429)       (28,379)
                                        ---------      ---------      ---------
Net (decrease) increase in cash
 and cash equivalents                        (499)         3,092          3,756

CASH AND CASH EQUIVALENTS

Beginning of year                           8,459          5,367          1,611
                                        ---------      ---------      ---------
End of year                             $   7,960      $   8,459      $   5,367
                                        =========      =========      =========
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION

Cash paid during the year for:
   Income taxes, net                    $  41,564      $  41,323      $  42,062
Noncash investing activities:
   Fair value of revenue equipment
      traded                            $   6,429         45,669      $  41,866
   Purchased property and equipment
      in accounts payable at year end         459          2,638             68
   Common stock dividends declared
      in accounts payable at year end       1,954          1,978           1,48
</TABLE>

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



                                       F-5
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Significant Accounting Policies

Nature of Business:

     Heartland  Express,   Inc.,  (the  "Company")  is  a   short-to-medium-haul
truckload  carrier of  general  commodities.  The  Company  provides  nationwide
transportation  service to major  shippers,  using  late-model  equipment  and a
combined  fleet of  company-owned  and  owner-operator  tractors.  The Company's
primary  traffic  lanes  are  between  customer  locations  east  of  the  Rocky
Mountains.  In 2005, the Company  expanded to the Western United States with the
opening of a terminal in Phoenix,  Arizona. 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 the consolidated financial statements in conformity with
U.S. generally accepted  accounting  principles  ("GAAP") requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents:

     Cash   equivalents  are   short-term,   highly  liquid   investments   with
insignificant  interest  rate risk and  original  maturities  of three months or
less.  Restricted and designated cash and short-term  investments  totaling $5.7
million in 2007 and $5.5 million in 2006 are  classified  as other  assets.  The
restricted  funds represent those required by state agencies for  self-insurance
purpose and designated  funds that are earmarked for a specific  purpose not for
general business use.

Short-term Investments:

     The Company's  investments are primarily in the form of tax free short-term
auction rate educational  bonds backed by the U.S.  government.  The investments
typically  have an interest  reset  provision of 35 days.  At the reset date the
Company has the option to roll the  investment  and reset the  interest  rate or
sell the  investment  in an auction.  The Company  receives the par value of the
investment plus accrued interest on the reset date if the underlying  investment
is sold. All investments have AAA (or equivalent)  rating from recognized rating
agencies.  These  investments  are reported at  amortized  cost and reviewed for
impairment as deemed  necessary.  Investment income received is generally exempt
from federal income taxes and accrued as earned.

Trade Receivables and Allowance for Doubtful Accounts:

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



                                       F-6
<PAGE>


Property, Equipment, and Depreciation:

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

     Effective July 1, 2005, gains from the trade of revenue equipment are being
recognized  in  operating  income in  compliance  with  Statement  of  Financial
Accounting   Standards   ("SFAS")   No.  153,   "Accounting   for   Non-monetary
Transactions".  Prior to July 1,  2005,  gains  from  the  trade-in  of  revenue
equipment were deferred and presented as a reduction of the depreciable basis of
new revenue  equipment.  Operating income for the years ended December 31, 2007,
2006 and 2005 were  favorably  impacted by $1.9 million,  $17.6 million and $6.5
million, respectively, from gains on the trade-in of revenue equipment. SFAS No.
153 was adopted  prospectively  July 1, 2005, thus trade-ins that occurred prior
to July 1, 2005 did not impact gain on sale.

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

     Lives of the assets are as follows:

                                                    Years
              Land improvements and building         3-30
              Furniture and fixtures                 3-5
              Shop & service equipment               3-10
              Revenue equipment                      5-7

Advertising Costs:

     The Company expenses all advertising  costs as incurred.  Advertising costs
are  included in other  operating  expenses in the  consolidated  statements  of
income.  Advertising expense was $2.3 million, $3.0 million and $3.4 million for
the years ended December 31, 2007, 2006 and 2005.

Goodwill:

     Goodwill  is tested at least  annually  for  impairment  by applying a fair
value  based  analysis  in  accordance  with the  provisions  of SFAS  No.  142,
"Goodwill and Other Intangible Assets". Management determined that no impairment
charge was required for the years ended December 31, 2007, 2006 and 2005.

Workers' Compensation and Accident Costs:

     Insurance  accruals  reflect the estimated cost for auto  liability,  cargo
loss and  damage,  bodily  injury and  property  damage  (BI/PD),  and  workers'
compensation  claims,  including  estimated  loss and loss  adjustment  expenses
incurred but not reported, not covered by insurance. The cost of cargo and BI/PD
insurance  and claims are included in insurance  and claims  expense,  while the
costs of workers'  compensation  insurance  and claims are included in salaries,
wages, and benefits in the consolidated statements of income.

Revenue and Expense Recognition:

     Revenue,  drivers' wages and other direct operating expenses are recognized
when freight is delivered.  Sales taxes and other taxes collected from customers
and  remitted to the  government  are  recorded on a net basis.  Fuel  surcharge
revenue charged to customers is included in operating revenue.

Earnings per Share:

     Earnings  per share are  based  upon the  weighted  average  common  shares
outstanding  during  each year.  The Company  has no common  stock  equivalents;
therefore, diluted earnings per share are equal to basic earnings per share. All
earnings per share data presented reflect the four-for-three  stock split on May
15, 2006.



                                       F-7
<PAGE>

Share-Based Compensation:

     The Company recorded  share-based  compensation  arrangements in accordance
with SFAS No. 123 (revised 2004),  "Share-Based Payment." This standard requires
that  share-based  transactions be accounted for and recognized in the statement
of income based on their fair value.  At December 31, 2006,  the Company had one
share-based  compensation  program,  which is further  detailed  in Note 7. That
program  expired in March of 2007 and, at this date,  the Company  does not plan
any additional share-based programs.

Impairment of Long-Lived Assets:

     The Company  periodically  evaluates  property and equipment for impairment
upon the  occurrence  of events or changes in  circumstances  that  indicate the
carrying amount of assets may not be recoverable. Recoverability of assets to be
held and used is measured by a  comparison  of the  carrying  amount of an asset
group to future net  undiscounted  cash flows  expected to be  generated  by the
group.  If such assets are  considered  to be  impaired,  the  impairment  to be
recognized  is  measured  by the amount  over which the  carrying  amount of the
assets  exceeds the fair value of the assets.  There were no impairment  charges
recognized during the years ended December 31, 2007, 2006, and 2005.

Income Taxes:

     The Company uses the asset and liability  method of  accounting  for income
taxes.  Deferred tax assets and  liabilities  are  recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amount of existing  assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.

     Beginning  with  the  adoption  of  Financial  Accounting  Standards  Board
("FASB")  Interpretation  No. 48,  "Accounting  for Uncertainty in Income Taxes"
(FIN 48) as of January 1, 2007, the Company  recognizes the effect of income tax
positions only if those  positions are more likely than not of being  sustained.
Recognized  income tax  positions  are  measured at the  largest  amount that is
greater than 50% likely of being realized. Changes in recognition or measurement
are reflected in the period in which the change in judgment occurs. Prior to the
adoption of FIN 48, the Company  recognized  the effect of income tax  positions
only if such positions  were probable of being  sustained.  The Company  records
interest  and  penalties  related to  unrecognized  tax  benefits  in income tax
expense.

New Accounting Pronouncements:

     In  September  2006,  the FASB issued  Statement  of  Financial  Accounting
Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No.
157 defines fair value,  establishes  a framework  for the  measurement  of fair
value, and enhances disclosures about fair value measurements. SFAS No. 157 does
not  require any new fair value  measures.  SFAS No. 157 is  effective  for fair
value measures already required or permitted by other standards for fiscal years
beginning after November 15, 2007. The Company is required to adopt SFAS No. 157
beginning  on  January  1,  2008.  SFAS  No.  157  is  required  to  be  applied
prospectively,   except  for  certain  financial  instruments.   Any  transition
adjustment will be recognized as an adjustment to opening  retained  earnings in
the year of adoption. In November 2007, the FASB proposed a one-year deferral of
SFAS No. 157's fair-value  measurement  requirements for nonfinancial assets and
liabilities that are not required or permitted to be measured at fair value on a
recurring basis. As of December 31, 2007,  management believes that SFAS No. 157
will have no effect on the financial position,  results of operations,  and cash
flows of the Company.

     In 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial
Assets and Financial  Liabilities"  ("SFAS No. 159"), which provides the Company
the option to measure many financial instruments and certain other items at fair
value that are not currently required or permitted to be measured at fair value.
SFAS No. 159 is effective for the Company January 1, 2008.  Management  believes
that SFAS No.  159 will have no effect on the  financial  position,  results  of
operations, and cash flows of the Company.

     In December  2007, the FASB issued SFAS No. 141R,  "Business  Combinations"
("SFAS  141R")  and  SFAS  Statement  No.  160,  "Noncontrolling   Interests  in
Consolidated  Financial  Statements  - an  amendment to ARB No. 51" ("SFAS 160")
(collectively,  "the  Statements").  The  Statements  require most  identifiable
assets,  liabilities,  noncontrolling  interests,  and  goodwill  acquired  in a
business   combination   to  be  recorded  at  "full  fair  value"  and  require
noncontrolling  interests  (previously  referred to as minority interests) to be
reported as a component of equity, which changes the accounting for transactions
with noncontrolling interest holders. The Statements are effective for periods.



                                       F-8
<PAGE>

beginning on or after  December 15, 2008,  and earlier  adoption is  prohibited.
SFAS 141R will be applied to business combinations occurring after the effective
date. SFAS 160 will be applied  prospectively to all  noncontrolling  interests,
including  any that arose before the  effective  date.  The Company is currently
evaluating  the impact of adopting the  Statements  on its results of operations
and financial position.

2. Adopted Accounting Pronouncements

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"), a revision of SFAS No. 123,  "Accounting for Stock Based
Compensation".  SFAS  123R  eliminates  the  ability  to  account  for  employee
share-based compensation  transactions using APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees",   and  generally   requires   instead  that  such
transactions be accounted for and recognized in the statement of income based on
their fair value.  SFAS 123R also  requires  entities to estimate  the number of
forfeitures expected to occur and record expense based upon the number of awards
expected to vest. The Company  implemented SFAS No. 123R on January 1, 2006. The
unamortized  portion of  unearned  compensation  was  reclassified  to  retained
earnings upon  adoption.  The  amortization  of unearned  compensation  is being
recorded as additional  paid-in capital effective January 1, 2006. All remaining
unearned  compensation was amortized as of December 31, 2007. The implementation
of SFAS No. 123R had no effect on the Company's  results of  operations  for the
twelve months ended December 31, 2007 and 2006.

     In  September  2006,  the SEC issued  Staff  Accounting  Bulletin  No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current  Year  Financial  Statements"  (SAB  108),  to address
diversity in practice in quantifying financial statement misstatements.  SAB 108
requires an entity to quantify  misstatements  using a balance  sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors. SAB 108 was effective as of the beginning of the Company's
2006 fiscal year, allowing a one-time transitional  cumulative effect adjustment
to retained  earnings as of January 1, 2006 for errors that were not  previously
deemed  material,  but are  material  under the guidance in SAB 108. The Company
adopted the  provisions of SAB No. 108 and recorded a $15.9  million  cumulative
adjustment to the January 1, 2006 retained earnings for a previously  unrecorded
state income tax exposure  liability  and related  deferred tax  liability.  The
amount recorded pertains to potential state income tax liabilities for the years
1996  through  2005 and the impact on deferred  tax  liabilities  for those same
years.  These errors were  considered  immaterial  under the Company's  previous
method of evaluating misstatements.

     In June 2006, the FASB issued FASB  Interpretation  No. 48 "Accounting  for
Uncertainty in Income Taxes" (an interpretation of FASB Statement No. 109) ("FIN
48"),  which is effective for fiscal years  beginning  after  December 15, 2006.
This  interpretation  was issued to clarify the  accounting  for  uncertainty in
income taxes recognized in the financial statements by prescribing a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. The
Company  recorded a  cumulative  adjustment  of  approximately  $4.8  million to
decrease the January 1, 2007  retained  earnings  upon adoption as allowed under
the interpretation's transition provisions.

3.   Concentrations of Credit Risk and Major Customers

     The Company's  major customers  represent the consumer  goods,  appliances,
food products and  automotive  industries.  Credit is granted to customers on an
unsecured basis. The Company's five largest customers accounted for 36% of total
gross  revenues  for the year ended  December  31,  2007 and 35% and 32% for the
years ended December 31, 2006 and 2005 respectively.  Operating revenue from one
customer  exceeded 10% of total gross revenues in 2007,  2006, and 2005.  Annual
revenues for this customer were $77.1 million, $79.5 million, and $66.2 million,
for the years ended December 31, 2007, 2006, and 2005, respectively.










                                       F-9
<PAGE>

4. Income Taxes

     Deferred income taxes are determined based upon the differences between the
financial  reporting  and tax basis of the  Company's  assets  and  liabilities.
Deferred taxes are measured using enacted tax rates expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered or settled.

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

                                                            2007        2006
                                                          ---------   ---------
                                                              (in thousands)
Long-term deferred income tax
liabilities, net
  Property and equipment                                  $  59,557   $  57,623
  Indirect tax benefits of FIN48 tax accruals                (8,987)          -
                                                          ---------   ---------
                                                          $  50,570   $  57,623
                                                          ---------   ---------
Current deferred income tax assets,
net:
   Allowance for doubtful accounts                        $     305   $     306
   Accrued expenses                                           6,548       6,691
   Insurance accruals                                        23,941      22,351
   Other                                                       (351)       (171)
                                                          ---------   ---------
                                                          $  30,443   $  29,177
                                                          =========   =========

     The  Company  has not  recorded  a  valuation  allowance.  In  management's
opinion, it is more likely than not that the Company will be able to utilize its
deferred tax assets in future  periods as a result of the  Company's  history of
profitability, taxable income and reversal of deferred tax liabilities.


The income tax provision is as follows:
                                                2007        2006        2005
                                              ---------   ---------   ---------
Current income taxes:                                  (in thousands)
Federal                                       $  37,800   $  35,821   $  37,709
State                                             6,271       7,056       4,499
                                              ---------   ---------   ---------
                                                 44,071      42,877      42,208
                                              ---------   ---------   ---------
Deferred income taxes:
Federal                                            (746)      4,758      (1,825)
State                                             1,240         343        (805)
                                              ---------   ---------   ---------
                                                    494       5,101      (2,630)
                                              ---------   ---------   ---------
Total                                         $  44,565   $  47,978   $  39,578
                                              =========   =========   =========

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

                                                2007        2006        2005
                                              ---------   ---------   ---------
                                                       (in thousands)
Federal tax at statutory rate (35%)           $  42,257   $  47,302   $  39,019
State taxes, net of federal benefit               5,515       4,809       2,401
Non-taxable interest income                      (3,451)     (4,039)     (2,540)
Other                                               244         (94)        698
                                              ---------   ---------   ---------
                                              $  44,565   $  47,978   $  39,578
                                              =========   =========   =========

                                      F-10
<PAGE>

     As stated in Note 2 above, the Company adopted SAB 108 by recording a $15.9
million  cumulative  adjustment  to  retained  earnings  during  the year  ended
December 31, 2006. The Company  adjusted  retained  earnings due to a previously
unrecorded  state  income tax exposure  liability  of $11.8  million and related
increase in the deferred tax liability of $4.1 million.

     In July 2006, the FASB issued FIN 48. The Company adopted the provisions of
FIN 48, effective January 1, 2007. This interpretation was issued to clarify the
accounting  for  uncertainty  in  income  taxes   recognized  in  the  financial
statements by prescribing a recognition  threshold and measurement attribute for
the financial  statement  recognition and measurement of a tax position taken or
expected to be taken in a tax return.

     The Company  recognized  additional tax  liabilities of $4.8 million with a
corresponding  reduction to beginning retained earnings as of January 1, 2007 as
a result of the adoption of FIN 48. The total amount of gross  unrecognized  tax
benefits  was $25.2  million as of January 1,  2007,  the date of  adoption.  At
December  31,  2007,  the  Company  had  a  total  of  $25.7  million  in  gross
unrecognized tax benefits.  Of this amount,  $16.7 million represents the amount
of unrecognized tax benefits that, if recognized, would impact our effective tax
rate.  These  unrecognized  tax benefits  relate to risks  associated with state
income tax filing positions for the Company's corporate subsidiaries.

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

                                                              (in thousands)
Balance at January 1, 2007                                     $    25,180
Additions based on tax positions related
 to current year                                                     3,320
Additions for tax positions of prior years                              -
Reductions for tax positions of prior years                             -
Reductions due to lapse of applicable statute
 of limitations                                                     (2,824)
Settlements                                                             -
                                                               -----------
Balance at December 31, 2007                                   $    25,676
                                                               ===========

     The total amount of accrued  interest and penalties  for such  unrecognized
tax benefits was $13.1 million as of January 1, 2007, the date of adoption,  and
was $14.9 million at December 31, 2007 and is included in income taxes  payable.
Interest and penalties  related to  unrecognized  tax benefits are classified as
income tax expense in our consolidated statements of income and was $1.8 million
for the year ended December 31, 2007.  Management's estimate of the range of the
reasonably  possible  change in the amount of  unrecognized  tax  benefits  is a
decrease  of $2.5 to $3.5  million  during the next 12 months  mainly due to the
expiration  of certain  statute of  limitations.  The Company does not currently
anticipate any  significant  increases in  unrecognized  tax benefits within the
next 12 months.  The federal  statute of limitations  remains open for the years
2004 and  forward.  Tax years 1997 and forward are subject to audit by state tax
authorities depending on the tax code of each state.

5.  Related Party Transactions

     Prior to moving  into the new  corporate  headquarters  in July  2007,  the
Company  leased  two  office  buildings  and a storage  building  from its chief
executive   officer  under  a  lease  which  provided  for  monthly  rentals  of
approximately  $0.03 million plus the payment of all property  taxes,  insurance
and  maintenance,  which are reported in the  Company's  consolidated  financial
statements.  The  lease  was  renewed  for a five  year  term on  June  1,  2005
increasing the monthly rental from approximately $0.025 million to approximately
$0.03 million. The lease was terminated in July 2007 with no penalties for early
termination.  The Company currently rents storage space from its chief executive
officer on a month-to-month  lease,  which provides monthly rentals that are not
significant.  In the opinion of  management,  the rates paid are  comparable  to
those that could be negotiated with a third party.

     Rent  expense  paid  to  the  Company's  chief  executive  officer  totaled
approximately  $0.2  million,  $0.3 million and $0.3 million for the years ended
December 31, 2007, 2006 and 2005 respectively.  Rent expense is included in rent
and purchased  transportation per the consolidated  statements of income.  There
were not any  amounts due and not paid under  these  leases as of  December  31,
2007.

                                       F-11
<PAGE>

     During the first quarter of 2006, the Company  purchased 16.7 acres of land
in North Liberty from the Company's chief  executive  officer for $1.25 million.
The  purchase  price was based on the fair  market  value that could be obtained
from an unrelated third party on an arm's length basis. The transaction
was approved by the Board of Directors.

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

6.   Accident and Workers' Compensation Insurance Liabilities

     The Company acts as a self-insurer  for auto liability  involving  property
damage,  personal injury,  or cargo up to $1.0 million for any individual claim.
In addition,  the Company is  responsible  for $2.0 million in the aggregate for
all claims in excess of $1.0  million  and below $2.0  million.  Liabilities  in
excess of these amounts are assumed by an insurance company up to $50.0 million.
The Company increased the retention amount from $0.5 million to $1.0 million for
each claim effective April 1, 2003.

     The Company acts as a self-insurer for workers'  compensation  liability up
to $1.0 million for any individual  claim.  The Company  increased the retention
amount from $0.5 million to $1.0 million effective April 1, 2005. Liabilities in
excess of this amount are assumed by an insurance company. The State of Iowa has
required  the Company to deposit  $0.7  million into a trust fund as part of the
self-insurance  program. This deposit has been classified in other assets on the
consolidated balance sheet. In addition,  the Company has provided its insurance
carriers with letters of credit of approximately $2.5 million in connection with
its liability and workers' compensation  insurance  arrangements.  There were no
outstanding balances due on the letters of credit at December 31, 2007 or 2006.

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

     Accident and workers'  compensation accruals are based upon individual case
estimates,     including     reserve     development,     and    estimates    of
incurred-but-not-reported  losses based upon past experience. Since the reported
liability  is an  estimate,  the  ultimate  liability  may be more or less  than
reported. If adjustments to previously  established accruals are required,  such
amounts are included in operating expenses in the current period.

7.   Stockholders' Equity

     On April 20, 2006, the Board of Directors  approved a four-for-three  stock
split,  affected  in the form of a 33 percent  stock  dividend.  The stock split
occurred on May 15,  2006,  to  shareholders  of record as of May 5, 2006.  This
stock split increased the number of outstanding shares to 98.4 million from 73.8
million.  The number of common shares issued and  outstanding  and all per share
amounts reflect the stock split for all periods presented.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to repurchase 15.4 million  shares,  adjusted for stock splits after the
approval,   of  the  Company's   Common  Stock  in  open  market  or  negotiated
transactions using available cash and cash equivalents.  In 2007, 2006 and 2005,
respectively,  1.3 million, 0.2 million, and 1.2 million shares were repurchased
in the open market and pursuant to a trade plan under Rule 10b5-1,  and retired.
The  authorization  to  repurchase  remains open at December 31, 2007 and has no
expiration  date.  Approximately  12.3  million  shares  remain  authorized  for
repurchase under the Board of Director's approval.

     On March 7, 2002,  the  principal  stockholder  awarded  approximately  0.2
million shares of his common stock to key employees of the Company. These shares
had a fair market value of $11.00 per share on the date of the award. The shares
vested over a five-year period subject to restrictions on transferability and to
forfeiture in the event of termination of employment.  Any forfeited shares were
returned to the  principal  stockholder.  The fair market value of these shares,
approximately  $2.0  million  on  the  date  of  the  award,  was  treated  as a
contribution of capital and was amortized on a straight-line basis over the five
year  vesting  period  as   compensation   expense.   Compensation   expense  of
approximately $0.1 million,  $0.4 million,  and $0.4 million, was recognized for
the years ended December 31, 2007,  2006, and 2005,  respectively.  The original
value of  forfeited  shares is  treated as a  reduction  of  additional  paid in
capital  and  unearned   compensation   in  the   consolidated   statements   of
shareholders'  equity.  There were no shares  forfeited  during the years  ended
December  31, 2007 and 2006.  There were 2,000  shares  forfeited in 2005 and no
shares forfeited in 2004.
                                       F-12
<PAGE>

     In  addition to  quarterly  dividends  declared  during  2007,  the Company
announced a one-time special  dividend of $2.00 per common share,  approximately
$196.5 million, paid May 30, 2007 to stockholders of record on May 24, 2007.

8.   Profit Sharing Plan and Retirement Plan

     The Company has a retirement  savings  plan (the "Plan") for  substantially
all employees who have  completed one year of service and are 19 years of age or
older.  Employees may make 401(k) contributions subject to Internal Revenue Code
limitations.  The Plan provides for a discretionary  profit sharing contribution
to  non-driver  employees  and  a  matching   contribution  of  a  discretionary
percentage to driver  employees.  Company  contributions  totaled  approximately
$1.4, million,  $1.4 million, and $1.1 million, for the years ended December 31,
2007, 2006, and 2005, respectively.

9.   Commitments and Contingencies

     The Company is a party to ordinary,  routine  litigation and administrative
proceedings  incidental  to its  business.  In the  opinion of  management,  the
Company's  potential  exposure  under  pending legal  proceedings  is adequately
provided for in the accompanying consolidated financial statements.

10. Quarterly Financial Information (Unaudited)

                                    First      Second       Third       Fourth
                                  ---------   ---------   ---------   ---------
                                     (In Thousands, Except Per Share Data)
Year ended December 31, 2007
   Operating revenue              $ 143,429   $ 149,103   $ 146,575   $ 152,786
   Operating income                  31,288      28,070      26,509      24,583
   Income before income taxes        34,604      30,976      28,250      26,905
   Net income                        22,553      19,841      17,145      16,631
   Earnings per share                  0.23        0.20        0.18        0.17

Year ended December 31, 2006
   Operating revenue              $ 134,999   $ 143,059   $ 147,057   $ 146,804
   Operating income                  28,099      35,499      32,534      27,284
   Income before income taxes        30,605      38,406      35,675      30,462
   Net income                        19,740      24,772      23,011      19,648
   Earnings per share (1)              0.20        0.25        0.23        0.20

     (1)  The  above   earnings   per  share  data  reflect  the  May  15,  2006
          four-for-three stock split.


11.  Subsequent Events

     On January 3, 2008,  the Company  paid the $1.9 million  dividend  declared
during the fourth quarter of 2007.

     Subsequent to December 31, 2007, the Company has repurchased  approximately
0.8  million  shares  of  common  stock  for  an  aggregate  purchase  price  of
approximately  $10.6  million.  As a result  of the stock  repurchase,  retained
earnings was decreased  approximately  $10.6 million  subsequent to December 31,
2007.

     During February 2008, the Company experienced approximately $110 million in
unsuccessful auctions of short-term investments. The Company will be required to
hold such  investments  until a  successful  auction  occurs  or the  underlying
securities are called by the issuer. Management believes that current amounts of
cash and cash  equivalents  along with cash flows from operations are sufficient
to meet the Company's short term cash flow requirements  which would not require
the sale of such short-term  investments at discounted pricing. The Company will
continue to explore other financing  alternatives to meet cash flow requirements
although no requirement currently exists.



















                                      F-13
<PAGE>


           SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                      (In Thousands, Except Per Share Data)
<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, 2007       $     775    $    44    $     -     $       44    $     775

Year ended December 31, 2006             775        221          -            221          775

Year ended December 31, 2005             775         84          -             84          775


</TABLE>

















































                                       S-1
<PAGE>

Exhibit No. 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             HEARTLAND EXPRESS, INC.


                                    ARTICLE I

                                     OFFICES

Section 1. Principal  Office.
     In the State of Nevada the principal office of the Corporation  shall be at
One East First Street, Reno, Washoe County, Nevada 89501.

Section 2. Additional Offices.
     The Corporation may also have offices at such other places, both within and
without  the State of Nevada  as the  Board of  Directors  may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1. Time and Place.
     A meeting  of  stockholders  for any  purpose  may be held at such time and
place,  within or without the State of Nevada, as the Board of Directors may fix
from time to time and as shall be stated in the  notice of the  meeting  or in a
duly executed waiver of notice thereof.

Section 2. Annual Meeting.
     Annual meetings of  stockholders,  commencing with the year 1987,  shall be
held at any time  within  six (6) months  after the fiscal  year end and at such
place,  date and time as shall, from time to time, be designated by the Board of
Directors and stated in the notice of the meeting.  At such annual meeting,  the
stockholders  shall elect by a plurality  vote a Board of Directors and transact
such other business as may properly be brought before the meeting.

Section 3. Special Meetings.
     Special meetings of the stockholders,  for any purpose or purposes,  unless
otherwise  prescribed  by statute or by the  Articles of  Incorporation,  may be
called by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of the  stockholders  owning not less than twenty  percent  (20%) of the
entire capital stock of the  Corporation  issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notice of Meeting.
     Notices of meetings shall be in writing and signed by the President or Vice
President,  or the Secretary, or an assistant secretary, or by such other person
or persons as the Directors shall designate. Such notice shall state the purpose
or purposes  for which the  meeting is called and the time when,  and the place,
which may be within or without  this  state,  where it is to be held.  A copy of
such notice shall be either delivered personally to or shall be mailed,  postage
prepaid, to each stockholder of record entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before such meeting.  If mailed,  it
shall be directed to a  shareholder  at his address as it appears on the records
of the Corporation and upon such mailing of any such notice, the service thereof
shall be  complete,  and the time of the notice shall begin to run from the date
upon  which  such  notice  is  deposited  in the mail for  transmission  to such
shareholder.  Personal  delivery  of  any  such  notice  to  any  officer  of  a
corporation or association,  or to any member of a partnership  shall constitute
delivery of such notice to such corporation,  association or partnership. In the
event of the  transfer  of stock  after  delivery or mailing of the notice of or
prior to the holding of the  meeting,  it shall not be  necessary  to deliver or
mail notice of the meeting to the transferee.

Section 5. Purpose of Special Meeting.
     Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice.

Section 6. Quorum; Adjournments.
     The holders of forty percent (40%) of the stock issued and  outstanding and
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business   except  as   otherwise   provided  by  statute  or  the  Articles  of
Incorporation.  When a quorum is present or represented at any meeting, the vote
of a majority  of the shares  present in person or  represented  by proxy  shall
decide any question brought before such meeting, unless the question is one upon
which by express  provision of the statutes or the Articles of  Incorporation  a
different vote is required in which case such express provision shall govern and
control the decision of such  question.  If,  however,  such quorum shall not be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
the power to adjourn the meeting  from time to time,  without  notice other than
announcement at the meeting, until a quorum shall be present or represented.  At
such  adjourned  meeting at which a quorum shall be present or  represented  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

Section 7. Proxies.
     At any meeting of the stockholders,  any stockholder may be represented and
vote by proxy or proxies appointed by an instrument in writing. In the event any
such  instrument  in  writing  shall  designate  two or more  persons  to act as
proxies,  a majority of such  persons  present at the  meeting,  or, if only one
shall be  present,  than that one shall  have and may  exercise  all the  powers
conferred  by such  written  instrument  upon all of the  persons so  designated
unless the  instrument  shall  otherwise  provide.  No such proxy shall be valid
after  the  expiration  of six  months  from the date of its  execution,  unless
coupled with an interest,  or unless the person  executing it specifies  therein
the length of time for which it is to continue in force,  which in no case shall
exceed  seven years from the date of its  execution.  Subject to the above,  any
proxy duly  executed is not revoked and continues in full force and effect until
an instrument revoking it or a duly executed proxy bearing a later date is filed
with the Secretary of the Corporation.

Section 8. Action by Consent.
     Any action,  except election of directors,  which may be taken by a vote of
the  stockholders at a meeting,  may be taken without a meeting if authorized by
the written  consent of  stockholders  holding at least a majority of the voting
power,  unless the  provisions of the statutes or the Articles of  Incorporation
require a greater  proportion of voting power to authorize  such action in which
case such greater proportion of written consents shall be required.

<PAGE>

                                   ARTICLE III

                                    DIRECTORS

Section 1. General Powers; Number; Tenure.
     The business of the Corporation shall be managed by its Board of Directors,
which may exercise all powers of the Corporation and perform all lawful acts and
thing  which are not by law,  the  Articles  of  Incorporation  or these  Bylaws
directed or required to be exercised or  performed by the  stockholders.  Within
the limits specified in this Section 1, the minimum number of directors shall be
one until  such time as there is more than one  stockholder  and upon such event
the minimum number of directors  shall be three.  In the sole  discretion of the
Board of  Directors,  the number of directors may from time to time be increased
or  decreased;  provided the number of directors  shall not be decreased to less
than three unless there are then less than three stockholders in which event the
number of  directors  may be  reduced to the  number of then  stockholders.  The
directors shall be elected at the annual meeting of the stockholders,  except as
provided in Section 2 of this  Article,  and each  director  elected  shall hold
office until his successor is elected and shall  qualify.  Directors need not be
stockholders.

Section 2. Vacancies.
     If  any  vacancies  occur  in  the  Board  of  Directors,  or  if  any  new
directorships  are  created,  they may be filled by a majority of the  directors
then in office,  although less than a quorum,  or by a sole remaining  director.
Each  director  so chosen  shall hold office  until the next  annual  meeting of
stockholders and until his successor is duly elected and shall qualify. If there
are no  directors  in  office,  any  officer or  stockholder  may call a special
meeting of  stockholders  in accordance  with the  provisions of the Articles of
Incorporation or these Bylaws, at which meeting such vacancies shall be filled.

Section 3. Removal; Resignation.

     (a)  Except as otherwise  provided by law or the Articles of Incorporation,
          any  director,  directors  or the  entire  Board of  Directors  may be
          removed,  with or without  cause,  by the vote or  written  consent of
          stockholders  representing  not less than two-thirds of the issued and
          outstanding capital stock entitled to voting power.

     b)   Any  director may resign at any time by giving  written  notice to the
          Board of  Directors,  the Chairman of the Board,  the President or the
          Secretary  of the  Corporation.  Unless  otherwise  specified  in such
          written notice, a resignation  shall take effort upon delivery thereof
          to the Board of Directors or the designated  officer.  It shall not be
          necessary  for  a  resignation  to  be  accepted   before  it  becomes
          effective.

Section 4. Place of Meetings.
     The Board of Directors may hold meetings,  both regular and special, either
within or without the State of Nevada.

Section 5. Annual Meeting.
     The annual  meeting of each newly elected Board of Directors  shall be held
immediately following the annual meeting of stockholders,  and no notice of such
meeting  shall be necessary to the newly  elected  directors in order legally to
constitute the meeting, provided a quorum shall be present.

Section 6. Regular Meetings.
     Additional  regular  meetings of the Board of Directors may be held without
notice,  at such time and place as may from  time to time be  determined  by the
Board of Directors.

Section 7. Special Meetings.
     Special  meetings of the Board of Directors  may be called by the President
or Secretary on the written  request of two directors on at least 2 days' notice
to each director, if such notice is delivered personally or sent by telegram, or
on at least 3 days' notice if sent by mail.  Special meetings shall be called by
the  President  or  Secretary  in like  manner and on like notice on the written
request of one-half or more of the number of directors then in office.  Any such
notice need not state the purpose or purposes of such meeting except as provided
in Article X.

Section 8. Quorum; Adjournments.
     At all meetings of the Board of Directors, a majority of the directors then
in office shall constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which there is a quorum
shall  be  the  act  of the  Board  of  Directors,  except  as may be  otherwise
specifically  provided by law or the Articles of  Incorporation.  If a quorum is
not present at any meeting of the Board of Directors,  the directors present may
adjourn the meeting,  from time to time,  without notice other than announcement
at the meeting, until a quorum shall be present.

Section 9. Compensation.
     Directors  shall be entitled  to such  compensation  for their  services as
directors and to such  reimbursement  for any  reasonable  expenses  incurred in
attending  meetings as may from time to time be fixed by the Board of Directors.
The compensation of directors may be on such basis as is determined by the Board
of Directors.  Any director may waive compensation for any meeting. Any director
receiving  compensation  under these provisions shall not be barred from serving
the   Corporation  in  any  other  capacity  and  receiving   compensation   and
reimbursement for reasonable expenses for such other services.

Section 10. Action by Consent.
     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a written consent, setting forth the
action so taken, is signed by all members of the Board of Directors  entitled to
vote and such written consent is filed with the minutes of its proceedings.

Section 11. Meetings by Telephone or Similar Communications.
     The Board of Directors may  participate in a meeting by means of conference
telephone or similar  communications  equipment by means of which all  directors
participating  in the  meeting can hear each other,  and  participation  in such
meeting shall constitute presence in person by such director at such meeting.
<PAGE>

                                   ARTICLE IV

                                   COMMITTEES

Section 1. Executive Committee.
     The Board of Directors,  by  resolution  adopted by a majority of the whole
Board,  may appoint an Executive  Committee  consisting  of at least one and not
more than five  directors,  one of whom shall be  designated  as Chairman of the
Executive Committee.  Each member of the Executive Committee shall continue as a
member  thereof until the  expiration of his term as a director,  or his earlier
resignation, unless sooner removed as a member or as a director.

Section 2. Powers.
     The Executive  Committee  shall have and may exercise those rights,  powers
and  authority  of the Board of Directors as may from time to time be granted to
it (to the extent  permitted by law) by the Board of Directors and may authorize
the seal of the  Corporation,  if any,  to be affixed  to all  papers  which may
require it.

Section 3. Procedure; Meetings.
     The Executive Committee shall fix its own rules of procedure and shall meet
at such times and at such place or places as may be provided by such rules or as
the members of the Executive  Committee shall provide.  The Executive  Committee
shall keep regular minutes of its meetings and deliver such minutes to the Board
of Directors.  The Chairman of the Executive  Committee,  or, in his absence,  a
member of the Executive  Committee  chosen by a majority of the members present,
shall preside at meetings of the Executive Committee, and another member thereof
chosen by the  Executive  Committee  shall  act as  Secretary  of the  Executive
Committee.

Section 4. Quorum.
     A majority of the  Executive  Committee  shall  constitute a quorum for the
transaction of business,  and the affirmative  vote of a majority of the members
of the  Executive  Committee  shall be required for any action of the  Executive
Committee;  provided, however, that when an Executive Committee of one member is
authorized  under the  provisions of Section 1 of this Article,  such one member
shall constitute a quorum.

Section 5. Other Committees.
     The Board of Directors,  by resolutions  adopted by a majority of the whole
Board-,  may  appoint  such  other  committee  or  committees  as it shall  deem
advisable  and with such  functions  and duties as the Board of Directors  shall
prescribe.

Section 6. Vacancies; Changes; Discharge.
     The Board of Directors  shall have the power at any time to fill  vacancies
in, to change the membership of, and to discharge any committee.

Section 7. Compensation.
     Members of any committee shall be entitled to such  compensation  for their
services  as members of any such  committee  and to such  reimbursement  for any
reasonable expenses incurred in attending committee meetings as may from time to
time be fixed by the Board of Directors.  Any member may waive  compensation for
any meeting. Any committee member receiving  compensation under these provisions
shall not be barred  from  serving the  Corporation  in any other  capacity  and
receiving  compensation and reimbursement of reasonable  expenses for such other
services.

Section 8. Action by Consent.
     Any  action  required  or  permitted  to be  taken  at any  meeting  of any
committee of the Board of Directors  may be taken without a meeting if a written
consent  to such  action is  signed by all  members  of the  committee  and such
written consent is filed with the minutes of its proceedings.

Section 9. Meetings by Telephone or Similar Communications.
     The  members of any  committee  designated  by the Board of  Directors  may
participate in a meeting of such committee by means of a conference telephone or
similar communications  equipment by means of which all persons participating in
such  meeting  can hear  each  other and  participation  in such  meeting  shall
constitute presence in person at such meeting.


<PAGE>

                                    ARTICLE V

                                     NOTICES

Section 1. Form; Delivery.
     Whenever,  under the  provisions of law, the Articles of  Incorporation  or
these Bylaws, notice is required to be given to any director or stockholder,  it
shall not be construed to mean  personal  notice unless  otherwise  specifically
provided,  but such notice shall be given in writing, by mail, addressed to such
director  or  stockholder,  at his  address as it appears on the  records of the
Corporation, with postage thereon prepaid. As to stockholders, such notice shall
be  signed  by the  President  or a vice  president,  or  the  Secretary,  or an
assistant  secretary,  or by such  other  person  or  persons  as the  Board  of
Directors  shall  designate  and such notice shall state the purpose or purposes
for which the meeting is called and the time when,  and the place,  which may be
within or without the State of Nevada,  where it is be held.  Such notices shall
be deemed to have been given at the time they are deposited in the United States
mail.  Notice to a director may also be given  personally or by telegram sent to
his address as it appears on the records of the Corporation.

Section 2. Waiver.
     Whenever  any notice is required to be given under the  provisions  of law,
the Articles of Incorporation or these Bylaws, a written waiver thereof,  signed
by the person or persons  entitled to said notice,  whether  before or after the
time  stated  therein,  shall be  deemed to be  equivalent  to such  notice.  In
addition,  whenever  all  persons  entitled  to  vote  at any  meeting,  whether
directors or  stockholders,  consent,  either by a writing on the records of the
meeting or filed with the  Secretary,  or by presence at such meeting,  and oral
consent entered on the minutes,  or by taking part in the  deliberations at such
meeting without  objection,  the actions of such meeting shall be as valid as if
had at a meeting regularly called and noticed.  At such meeting any business may
be  transacted  which  is  not  excepted  from  the  written  consent  or to the
consideration  of which no objection for want of notice is made at that time. If
any  meeting  is  irregular  for want of notice or of such  consent,  provided a
quorum was  present at such  meeting,  the  proceedings  of the  meeting  may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing  signed by all parties,  having the right to vote at
such meeting.

                                   ARTICLE VI

                                    OFFICERS

Section 1. Designations.
     The officers of the Corporation  shall be chosen by the Board of Directors.
The Board of Directors may choose a Chairman of the Board,  a President,  a Vice
President or Vice Presidents,  a Secretary,  a Treasurer,  one or more Assistant
Secretaries  and/or  Assistant  Treasurers  and other  officers and agents as it
shall deem  necessary  or  appropriate.  All officers of the  Corporation  shall
exercise  such  powers  and  perform  such  duties as shall from time to time be
determined by the Board of  Directors.  Any number of offices may be held by the
same person,  unless the  Articles of  Incorporation  or these Bylaws  otherwise
provide.

Section 2. Term of Office; Removal.
     The Board of  Directors  at its first  regular  meeting  after each  annual
meeting of stockholders  shall choose a President,  a Secretary and a Treasurer.
The Board of Directors may also choose a Chairman of the Board, a Vice President
or  Vice  Presidents,   one  or  more  Assistant  Secretaries  and/or  Assistant
Treasurers,  and such other  officers  and agents as it shall deem  necessary or
appropriate.  Each  officer  of the  Corporation  shall  hold  office  until his
successor is chosen and shall qualify.  Any officer  elected or appointed by the
Board of Directors  may be removed,  with or without  cause,  at any time by the
affirmative  vote of a majority of the  directors  then in office.  Such removal
shall not prejudice the contract rights,  if any, of the person so removed.  Any
vacancy  occurring  in any  office  of the  Corporation  may be  filled  for the
unexpired portion of the term by the Board of Directors.

Section 3. Compensation.
     The salaries of all officers of the Corporation shall be fixed from time to
time by the Board of Directors and no officer shall be prevented  from receiving
such salary by reason of the fact that he is also a director of the Corporation.

Section 4. The Chairman of the Board.
     The Chairman of the Board,  if any, shall be an officer of the  Corporation
and,  subject to the  direction of the Board of  Directors,  shall  perform such
executive, supervisory and management functions and duties as may be assigned to
him from time to time by the Board of Directors.  He shall, if present,  preside
at all meetings of stockholders and of the Board of Directors.


<PAGE>

Section 5. The President.

     (a)  The President shall be the chief executive  officer of the Corporation
          and,  subject to the direction of the Board of  Directors,  shall have
          general   charge  of  the  business,   affairs  and  property  of  the
          Corporation  and  general  supervision  over its  other  officers  and
          agents. In general, he shall perform all duties incident to the office
          of  President  and shall see that all  orders and  resolutions  of the
          Board of Directors are carried into effect.  In addition to and not in
          limitation  of the  foregoing,  the  President  shall be  empowered to
          authorize any change of the principal  office or registered  agent (or
          both) of the Corporation in the State of Nevada.

     (b)  Unless otherwise  prescribed by the Board of Directors,  the President
          shall have fully power and authority on behalf of the  Corporation  to
          attend,  act and vote at any  meeting  of  security  holders  of other
          corporations  in which the Corporation  may hold  securities.  At such
          meeting  the  President  shall  possess and may  exercise  any and all
          rights and powers incident to the ownership of such  securities  which
          the  Corporation  might have  possessed  and  exercised if it had been
          present.  The Board of  Directors  may from time to time  confer  like
          powers upon any other person or persons.

Section 6. The Vice President.
     The Vice  President,  if any (or in the event  there be more than one,  the
Vice Presidents in the order  designated,  or in the absence of any designation,
in the order of their  election),  shall,  in the absence of the President or in
the event of his  disability,  perform the duties and exercise the powers of the
President and shall generally assist the President and perform such other duties
and have such other powers as may from time to time be  prescribed  by the Board
of Directors.

Section 7. The Secretary.
     The  Secretary  shall  attend  meetings of the Board of  Directors  and all
meetings  of  stockholders  and  record  all  votes and the  proceedings  of the
meetings in a book to be kept for that purpose and shall perform like duties for
the  Executive  Committee or other  committees,  if required.  He shall give, or
cause to be given,  notice of all meetings of stockholders  and special meetings
of the Board of Directors,  and shall perform such other duties as may from time
to time be prescribed  by the Board of  Directors,  the Chairman of the Board or
the  President,  under whose  supervision he shall act. He shall have custody of
the seal of the Corporation,  if any, and he, or an Assistant  Secretary,  shall
have  authority to affix the same to any  instrument  requiring it, and, when so
affixed,  the seal may be attested by his  signature or by the signature of such
Assistant  Secretary.  The Board of Directors may give general  authority to any
other  officer to affix the seal, if any, of the  Corporation  and to attest the
affixing thereof by his signature.

Section 8. The Assistant Secretary.
     The  Assistant  Secretary,  if any (or in the event there be more than one,
the  Assistant  Secretaries  in the order  designated,  or in the absence of any
designation,  in the order of their  election),  shall,  in the  absence  of the
Secretary or in the event of his disability, perform the duties and exercise the
powers of the  Secretary and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

Section 9. The Treasurer.
     The  Treasurer  shall  have the  custody of the  corporate  funds and other
valuable  effects,  including  securities,  and shall  keep  fully and  accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall  deposit  all  moneys  and other  valuable  effects in the name and to the
credit of the  Corporation  in.  such  depositories  as may from time to time be
designated  by the  Board of  Directors.  He  shall  disburse  the  funds of the
Corporation as may be ordered by the Board of Directors,  taking proper vouchers
for such  disbursements,  and shall  render to the  Chairman  of the Board,  the
President  and the Board of  Directors,  at regular  meetings  of the Board,  or
whenever  they may require it, an account of all his  transactions  as Treasurer
and of the financial condition of the Corporation.
<PAGE>

Section 10. The Assistant Treasurer.
     The Assistant  Treasurer,  if any (or in the event there shall be more than
one, the Assistant Treasurers in the order designated,  or in the absence of any
designation,  in the order of their  election),  shall,  in the  absence  of the
Treasurer or in the event of his disability, perform the duties and exercise the
powers of the  Treasurer and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

                                   ARTICLE VII

                AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

Section 1. Affiliated Transactions.
     No contract or transaction  between the  Corporation and one or more of its
directors or officers,  or between the  Corporation  and any other  corporation,
partnership,  association  or other  organization  in  which  one or more of its
directors or officers are directors or officers,  or have a financial  interest,
shall be void or voidable solely for this reason, or solely because the director
or  officer  is  present  at or  participates  in the  meeting  of the  Board of
Directors or committee  thereof which  authorizes the contract or transaction or
solely because his or their votes are counted for such purpose, if:

     (a)  The fact of the common directorship or financial interest is disclosed
          or known to the  Board of  Directors  or  committee  and  noted in the
          minutes,  and the  directors  or  committee  authorizes,  approves  or
          ratifies  the  contract  or  transaction  in  good  faith  by  a  vote
          sufficient for the purpose without  counting the vote or votes of such
          director or directors; or

     (b)  The fact of the common directorship or financial interest is disclosed
          or known to the stockholders,  and they approve or ratify the contract
          or transaction in good faith by a majority vote or written  consent of
          stockholders  holding a majority of the shares  entitled to vote;  the
          votes of common or interested  directors or officers  shall be counted
          in any such vote of stockholders; or

     (c)  The contract or  transaction  is fair as to the  Corporation as of the
          time it is authorized, approved or ratified.

Section 2. Determining Quorum.
     Common or interested  directors may be counted in determining  the presence
of a quorum at a meeting of the Board of  Directors  or of a  committee  thereof
which authorizes,  approves or ratifies the contract or transaction,  and if the
votes of the common or  interested  directors  are not counted at such  meeting,
then a majority of the disinterested directors may authorize,  approve or ratify
the contract or transaction.
<PAGE>

                                  ARTICLE VIII

                               STOCK CERTIFICATES

Section 1. Stock Certificates; Uncertificated Shares.

     (a)  Where  any  shares  of  the  capital  stock  of  the  Corporation  are
          represented by certificates,  each certificate  shall be signed by the
          Chairman  of the  Board  or the  President  and  the  Treasurer  or an
          assistant  treasurer or the Secretary or an assistant secretary of the
          Corporation,  exhibiting the number and class (and series,  if any) of
          shares owned by him, and bearing the seal, if any, of the Corporation.
          Such signatures and seal, if any, may be facsimile.  A certificate may
          be manually  signed by a transfer  agent or  registrar  other than the
          Corporation  or its  employee  and may be a  facsimile.  In  case  any
          officer who has signed, or whose facsimile  signature was placed on, a
          certificate   shall  have  ceased  to  be  such  officer  before  such
          certificate  is  issued,   it  may   nevertheless  be  issued  by  the
          Corporation  with the same  effect as if he were such  officer  at the
          date of its issue.

     (b)  All stock certificates  representing shares of capital stock which are
          subject to restrictions on transfer or to other  restrictions may have
          imprinted thereon such notation to such effect as may be determined by
          the Board of Directors.

     (c)  The Board of Directors of the  Corporation  may authorize the issuance
          of uncertificated shares of some or all of the shares of any or all of
          its classes or series.  The  issuance of  uncertificated  shares shall
          have no effect on existing  certificates for shares until  surrendered
          to the Corporation, or on the respective rights and obligations of the
          stockholders.  Unless otherwise provided by applicable law, the rights
          and  obligations  of  stockholders  shall be identical  whether or not
          certificates represent their shares of stock. Within a reasonable time
          after  the  issuance  or  transfer  of   uncertificated   stock,   the
          Corporation  shall  send to the  registered  owner  of such  shares  a
          written statement  containing the information required to be set forth
          or stated on  actual  stock  certificates  as  specified  herein or by
          applicable law. At least annually  thereafter,  the Corporation  shall
          provide to its stockholders of record, a written statement  confirming
          the information  contained in the informational  statement  previously
          sent pursuant to this section.

Section 2. Registration of Transfer.
     Upon surrender to the  Corporation or any transfer agent of the Corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,   assignment   or  authority  to  transfer;   or,  in  the  case  of
uncertificated   shares,   upon  compliance  with  appropriate   procedures  for
transferring  shares  in  uncertificated  form,  it  shall  be the  duty  of the
Corporation or its transfer agent to issue a new  certificate or  uncertificated
share,  as  applicable,  to the  person  entitled  thereto,  to  cancel  the old
certificate, if any, and to record the transaction upon its books.
<PAGE>

Section 3. Registered Stockholders.

     (a)  Except as otherwise provided by law, the Corporation shall be entitled
          to recognize the exclusive  right of a person who is registered on its
          books as the owner of shares of its capital stock to receive dividends
          or other distributions,  to vote as such owner, and to hold liable for
          calls and assessments any person who is registered on its books as the
          owner of shares of its capital  stock.  The  Corporation  shall not be
          bound to recognize any equitable or legal claim to or interest in such
          shares on the part of any other person.

     (b)  If a stockholder  desires that notices and/or  dividends shall be sent
          to a name or address  other than the name or address  appearing on the
          stock ledger  maintained by the  Corporation (or by the transfer agent
          or registrar,  if any), such stockholder shall have the duty to notify
          the  Corporation  (or the  transfer  agent  or  registrar,  if any) in
          writing,  of such  desire.  Such  written  notice  shall  specify  the
          alternate name or address to be used.

Section 4.  Record  Date.
     In order that the Corporation may determine the  stockholders of record who
are  entitled  to notice of or to vote at any  meeting  of  stockholders  or any
adjournment  thereof,  or entitled to receive  payment of any  dividend or other
distribution,  or to make a determination  of the stockholders of record for any
other proper purpose,  the Board of Directors may, in advance, fix a date as the
record date for any such determination.  Such date shall not be more than 60 nor
less than 10 days before the date of such  meeting,  nor more than 60 days prior
to the date of any other  action.  A  determination  of  stockholders  of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting taken pursuant to Section 6 of Article II;  provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 5. Lost, Stolen or Destroyed Certificates.
     The Board of Directors may direct a new  certificate  to be issued in place
of any certificate  theretofore  issued by the  Corporation  which is claimed to
have been lost,  stolen or  destroyed,  upon the making of an  affidavit of that
fact by the  person  claiming  the  certificate  of stock to be lost,  stolen or
destroyed.  When  authorizing  such  issue of a new  certificate,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  Corporation  a bond in such sum,  or other  security in such
form,  as it may direct as indemnity  against any claim that may be made against
the  Corporation  with  respect  to the  certificate  claimed to have been lost,
stolen or destroyed.


<PAGE>

                                   ARTICLE IX

                               GENERAL PROVISIONS

Section 1. Dividends.
     Subject to the provisions of the Articles of Incorporation,  dividends upon
the outstanding capital stock of the Corporation may be declared by the Board of
Directors at any regular or special meeting, pursuant to law, and may be paid in
cash, in property or in shares of the Corporation's capital stock.

Section 2. Reserves.
     The Board of Directors shall have full power,  subject to the provisions of
law and the Articles of  Incorporation,  to determine  whether any,  and, if so,
what part, of the funds legally  available for the payment of dividends shall be
declared as dividends and paid to the stockholders of the Corporation. The Board
of Directors,  in its sole  discretion,  may fix a sum which may be set aside or
reserved  over and above the  paid-in  capital of the  Corporation  for  working
capital or as a reserve  for any  proper  purpose,  and may,  from time to time,
increase, diminish or vary such fund or funds.

Section 3. Fiscal Year.
     The fiscal year of the Corporation shall be as determined from time to time
by the Board of Directors.

Section 4. Seal.
     The  corporate  seal  shall  have   inscribed   thereon  the  name  of  the
Corporation,  the year of its  incorporation  and the words "Corporate Seal" and
"Nevada."

Section 5. Nevada Acquisition of Controlling Interest Statute.
     The  provisions  of Sections  78.378 to 78.3793,  inclusive,  of the Nevada
Revised  Statutes  shall  not apply to the  Company  or to an  acquisition  of a
controlling  interest  (as  defined in the  statute)  by any  existing or future
stockholders of the Company.


                                    ARTICLE X

                                   AMENDMENTS

     The Board of Directors shall have the power to make, alter and repeal these
Bylaws,  and to adopt new bylaws,  by an  affirmative  vote of a majority of the
whole Board, provided that notice of the proposal to make, alter or repeal these
Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of
the Board of Directors at which such action takes place.




<PAGE>

Exhibit No. 9.2

                          GERDIN CONTROLLED CORPORATION
                             VOTING TRUST AGREEMENT



     This Voting Trust Agreement is made and entered into this 10th day of July,
2007, by LAWRENCE D. CROUSE, Voting Trustee, RUSSELL A. GERDIN of North Liberty,
Johnson County, Iowa and ANN S. GERDIN of North Liberty, Johnson County, Iowa.

                              PRELIMINARY STATEMENT

     Russell A. Gerdin and Ann S. Gerdin (the "Gerdins") have  established,  and
may from time to time in the future establish and amend grantor retained annuity
trusts  ("GRATs")  which may direct that under certain  conditions,  shares of a
Controlled  Corporation  should  be held in the  GERDIN  CONTROLLED  CORPORATION
VOTING TRUST.  All such shares shall be held and voted by the Voting  Trustee in
accordance with this VOTING TRUST AGREEMENT.

     The Trustee may from time to time hold shares of a  Controlled  Corporation
for multiple GRATs. The shares of each Controlled  Corporation shall be held and
administered separately for each GRAT.

     NOW, THEREFORE, it is agreed as follows:

     1.   Definitions.

          A.   The Trust  created by this Voting  Trust  Agreement  be named the
               "Gerdin Controlled Corporation Voting Trust", and may be referred
               to in this Voting Trust Agreement as the "Voting Trust".

          B.   The term "Voting  Trustee" as used in this Voting Trust Agreement
               shall refer  initially  to Lawrence D. Crouse in his  capacity as
               Voting  Trustee of this Voting Trust,  and to any other person or
               entity  acting as Voting  Trustee,  Voting  Trustees or Successor
               Voting Trustee. The term "Voting Trustee" may be construed in the
               singular or plural, and as masculine,  feminine or neuter, as the
               context or circumstances may require.

          C.   The term  "Voting  Shares"  shall  refer to  voting  shares  of a
               Controlled  Corporation,  and  any  securities  of  a  Controlled
               Corporation  that have voting rights or are  convertible  into or
               give  the  right  to  acquire   voting  shares  of  a  Controlled
               Corporation,  and shall include any new, substitute or additional
               shares or securities with voting rights or which may be converted
               to shares with voting rights.

          D.   The term  "Controlled  Corporation"  shall refer to any  business
               entity which is a "controlled corporation" as to the Settlor of a
               GRAT under Section 2036(b) of the Internal  Revenue Code of 1986,
               as amended.

     2.   Agreement.  A duplicate  copy of this Voting Trust  Agreement,  and of
          every  supplemental  or  amendatory  agreement,  shall be filed in the

<PAGE>


          office of the  Controlled  Corporation,  and as otherwise  required by
          law.  All voting trust  certificates  issued as  hereinafter  provided
          shall be issued,  received,  and held subject to all the terms of this
          Voting Trust  Agreement.  Every  person or entity  entitled to receive
          voting trust  certificates  representing  shares of capital stock of a
          Controlled  Corporation,  and  their  transferees  and  assigns,  upon
          accepting the voting trust  certificates  issued  hereunder,  shall be
          bound by the provisions of this Voting Trust Agreement.

     3.   Transfer to Voting Trustee.  Each GRAT's shares of common stock of any
          Controlled  Corporation  shall be  transferred  and  delivered  to the
          Voting  Trustee.   All   certificates  for  stock  of  any  Controlled
          Corporation  transferred and delivered to the Voting Trustee  pursuant
          to this  Agreement  shall be  surrendered  by the Voting  Trustee  and
          cancelled, and new certificates herefor shall be issued to and held by
          the  Voting  Trustee  in the name of  "Lawrence  D.  Crouse  as Voting
          Trustee."  Voting  Trustee shall hold the Voting Shares subject to the
          terms of this Voting Trust  Agreement,  and shall issue and deliver to
          the Stockholders voting trust certificates for the shares deposited to
          this Trust.

     4.   Voting Trust  Certificates.  The voting trust certificates shall be in
          the following form:

                   Gerdin Controlled Corporation Voting Trust
                                Trust Certificate

         No. ________                                      ________ Shares

     Lawrence D.  Crouse,  Voting  Trustee of the shares of (name of  Controlled
Corporation),  under an  agreement  dated  ___________,  2007,  having  received
certain shares of the Corporation,  pursuant to such agreement,  which agreement
the holder  hereof by accepting  this  certificate  ratifies and adopts,  hereby
certifies that the (name of GRAT) will be entitled to receive a certificate  for
_________ fully paid common shares of (name of Controlled  Corporation),  on the
expiration  of the term of the GRAT or this Voting Trust  Agreement,  and in the
meantime  shall be entitled to receive  payments  equal to any cash dividends or
dividends  payable in property  other than voting  shares of (name of Controlled
Corporation) that may be collected by the undersigned Voting Trustee upon a like
number of such shares held by it under the terms of the Voting Trust Agreement.

     This  certificate  is  transferable  only on the  books of the  undersigned
Voting  Trustee  by the  registered  holder in person or by his duly  authorized
attorney,  and the holder hereof, by accepting this  certificate,  manifests his
consent that the  undersigned  Voting  Trustee may treat the  registered  holder
hereof  as the  true  owner  for all  purposes,  except  the  delivery  of share
certificates, which delivery shall not be made without the surrender hereof.

     In witness  whereof the Voting Trustee has executed this  certificate  this
____ day of ____________, 20__.

                                            _____________________________
                                            Lawrence D. Crouse, Voting Trustee
<PAGE>


     5.   Transfer  of  Certificates.  The voting  trust  certificates  shall be
          transferable  at the Voting  Trustee's  principal  office at 901 North
          Kansas Avenue,  North Liberty,  Iowa 52317 (or at such other office as
          the Voting  Trustee may designate by an  instrument  signed by him and
          sent by mail to the registered holders of voting trust  certificates),
          on the books of the Voting Trustee,  by the registered  owner thereof,
          either  in  person  or  by  attorney  thereto  duly  authorized,  upon
          surrender  of their  voting  trust  certificate  and  execution  of an
          irrevocable  Assignment in a form  acceptable to Voting  Trustee.  The
          Voting  Trustee may treat the  registered  holder as owner thereof for
          all  purposes,   but  he  shall  not  be  required  to  deliver  stock
          certificates  hereunder  without the  surrender  of such voting  trust
          certificates.

     6.   Transfer or Sale of Shares.  The registered holder of any Voting Trust
          Certificate  may,  at any  time,  make a  transfer  or sale of  shares
          represented by the  Certificate.  Upon written notice of any such sale
          or transfer,  the Voting Trustee shall promptly deliver shares held by
          this Trust in accordance with the written  direction of the registered
          holder. The registered holder shall be entitled to the entire proceeds
          from the sale of any shares  represented by the holder's  Voting Trust
          Certificates.

     7.   Termination Procedure.

          (a)  Upon  the   termination   of  this  Agreement  at  any  time,  as
               hereinafter provided,  the Voting Trustee, at such time as he may
               choose during the period  commencing  twenty (20) days before and
               ending  twenty  (20) days  after  such  termination,  shall  mail
               written notice of such  termination  to the registered  owners of
               the voting trust certificates,  at the addresses appearing on the
               Voting Trustee's  transfer books. After the date specified in any
               such notice  (which  date shall be fixed by the Voting  Trustee),
               the voting trust certificates shall cease to have any effect, and
               their holders shall have no further  rights under this  Agreement
               other than to receive  certificates  for shares of the Controlled
               Corporation's  stock or other  property  distributable  under the
               terms  hereof  and  upon  the  surrender  of  such  voting  trust
               certificates.

          (b)  Within thirty (30) days after the  termination of this Agreement,
               the  Voting  Trustee  shall  accomplish  the  transfer,   to  the
               registered  holders  of all  voting  trust  certificates,  of the
               number of shares of the Controlled  Corporation's  capital stock,
               represented  by voting  trust  certificates,  upon the  surrender
               thereof properly endorsed,  such delivery to be made in each case
               at the Voting Trustee's office.

<PAGE>

     8.   Dividends.

          (a)  The holder of each voting trust  certificate shall be entitled to
               receive payments equal to the cash dividends, if any, received by
               the Voting  Trustee upon a like number and class of shares of the
               Controlled  Corporation's  capital stock as is called for by each
               such voting trust certificate.  If any dividend in respect of the
               stock  deposited  with the Voting Trustee is paid, in whole or in
               part, in the Controlled  Corporation's  voting shares, the Voting
               Trustee  shall  likewise  hold,  subject  to the  terms  of  this
               Agreement,  the certificates for securities which are received by
               him on account of such dividend.  The holder of each voting trust
               certificate  representing  stock on which such  dividend has been
               paid  shall be  entitled  to receive a voting  trust  certificate
               issued under this Agreement for the number of shares and class of
               stock  received  as such  dividend  with  respect  to the  shares
               represented by such voting trust certificate. Holders entitled to
               receive the dividends  described above shall be those  registered
               as such on the Voting  Trustee's  transfer  books at the close of
               business on the day fixed by the Controlled  Corporation  for the
               taking  of a record  to  determine  those  holders  of its  stock
               entitled to receive such dividends.

          (b)  If any dividend in respect of the stock deposited with the Voting
               Trustee  is paid  other  than in cash or in voting  shares of the
               Controlled Corporation,  then the Voting Trustee shall distribute
               the  same  among  the  holders  of  voting   trust   certificates
               registered  as such at the close of  business on the day fixed by
               the Controlled  Corporation  for taking a record to determine the
               holders of shares  entitled to receive  such  distribution.  Such
               distribution  shall  be made  to such  holders  of  voting  trust
               certificates  ratably,  in  accordance  with the number of shares
               represented by their respective voting trust certificates.

          (c)  In lieu of receiving cash dividends upon the capital stock of the
               Controlled  Corporation  and paying the same to holders of voting
               trust certificates  pursuant to the provisions of this Agreement,
               the Voting  Trustee may instruct the  Controlled  Corporation  in
               writing to pay such  dividends to the holders of the voting trust
               certificates.  Upon  receipt  of such  written  instructions  and
               acceptance by the  Controlled  Corporation,  and until revoked by
               the Voting  Trustee,  all  liability  of the Voting  Trustee with
               respect to such dividends shall cease.  The Voting Trustee may at
               any time revoke such  instructions  and by written  notice to the
               Controlled Corporation direct it to make dividend payments to the
               Voting Trustee.

     9.   Subscription   Rights.  If  any  stock  or  other  securities  of  the
          Controlled  Corporation are offered for  subscription to the holder of
          its capital stock deposited  hereunder,  the Voting Trustee,  promptly
          upon  receipt of notice of such  offer,  shall mail a copy  thereof to
          each  holder of the voting  trust  certificates.  Upon  receipt by the
          Voting Trustee,  at least five (5) days prior to the last day fixed by
          the Controlled  Corporation for subscription and payment, of a request
          from any such  registered  holder  of  voting  trust  certificates  to
          subscribe in his behalf, accompanied with the sum of money required to
          pay for such stock or securities  (not in excess of the amount subject
          to  subscription  in respect of the shares  represented  by the voting
          trust certificate held by such certificate holder), the Voting Trustee
          shall make such  subscription  and payment.  Upon  receiving  from the
          Controlled  Corporation the  certificates  for shares or securities so
          subscribed for, the Voting Trustee shall issue to such holder a voting
          trust  certificate  in respect  thereof  if the  shares or  securities
          received are voting shares. If, however,  the shares or securities are
          not voting  shares,  the  Voting  Trustee  shall mail or deliver  such
          securities to the certificate  holder in whose behalf the subscription
          was made, or may instruct the Controlled  Corporation to make delivery
          directly to the certificate holder entitled thereto.

<PAGE>

     10.  Dissolution  of  the  Controlled  Corporation.  In  the  event  of the
          dissolution  or  total  or  partial   liquidation  of  the  Controlled
          Corporation,  whether  voluntary or  involuntary,  the Voting  Trustee
          shall receive the moneys, securities, rights, or property to which the
          holders  of  the  Controlled  Corporation's  capital  stock  deposited
          hereunder  are  entitled,  and  shall  distribute  the same  among the
          registered holders of voting trust certificates in proportion to their
          interests, as shown by the books of the Voting Trustee. Alternatively,
          the  Voting  Trustee  may  in  his  discretion  deposit  such  moneys,
          securities,  rights,  or property with any  federally  insured bank or
          trust company doing  business in Iowa City,  Iowa,  with authority and
          instructions to distribute the same as above  provided,  and upon such
          deposit,  all further obligations or liabilities of the Voting Trustee
          in  respect  of  such  moneys,  securities,  rights,  or  property  so
          deposited shall cease.

     11.  Reorganization  of the  Controlled  Corporation.  In the  event of any
          merger,  consolidation,  exchange,  sale of assets,  or other business
          combination in which the Controlled  Corporation  stockholders receive
          securities of another  entity,  then in connection  with such transfer
          the term  "Controlled  Corporation" for all purposes of this Agreement
          shall be deemed to  include  such  successor  entity,  and the  Voting
          Trustee  shall  receive  and hold  under  this  Agreement  any of such
          successor's  securities  having  voting power of that are  convertible
          into or give the  holder  the  right  to  acquire  voting  securities,
          received on account of the ownership of the securities  held hereunder
          prior to such business  combination.  Voting trust certificates issued
          and  outstanding  under this  Agreement  at the time of such  business
          combination  may remain  outstanding or the Voting Trustee may, in his
          discretion,  substitute for such voting trust  certificates new voting
          trust  certificates  in  appropriate  form,  and  the  terms  "stock",
          "capital  stock" and  "securities"  as used  herein  shall be taken to
          include any  securities  having  voting power of that are  convertible
          into or give the holder the right to acquire voting securities,  which
          may be  received  by the Voting  Trustee in lieu of all or any part of
          the Controlled Corporation's capital stock.

     12.  Rights of Voting Trustee.

          (a)  Until  the  actual  delivery  to  the  holders  of  voting  trust
               certificates  issued hereunder of stock  certificates in exchange
               therefor,   and  until  the   surrender   of  the  voting   trust
               certificates for cancellation,  the Voting Trustee shall have the
               right,  subject to the provisions of this  paragraph  hereinafter
               set forth, to exercise,  in person or by his nominees or proxies,
               all  stockholders'  voting  rights  and  powers in respect of all
               stock deposited hereunder,  and to take part in or consent to any
               corporate or stockholders'  actions of any kind  whatsoever.  The
               right to vote shall include the right to vote for the election of
               directors,  and in favor of or against any resolution or proposed
               action of any character whatsoever, which may be presented at any
               meeting or require  the consent of the  Controlled  Corporation's
               stockholders.   Without   limiting  such  general  right,  it  is
               understood that such action or proceeding may include, upon terms
               satisfactory  to the Voting  Trustee or his  nominees  or proxies
               thereto  appointed  by  him,  mortgaging,   creating  a  security
               interest  in, and  pledging of all or any part of the  Controlled
               Corporation's  property,  the lease or sale of all or any part of
               its property,  for cash,  securities,  or other property, and the
               dissolution of the Controlled Corporation,  or its consolidation,
               merger, reorganization, or recapitalization.

<PAGE>

          (b)  In voting the stock held by him hereunder  either in person or by
               his nominees or proxies,  the Voting  Trustee shall  exercise his
               best  judgment to select  suitable  directors  of the  Controlled
               Corporation,  and  shall  otherwise,  insofar  as  he  may  as  a
               stockholder  of the  Controlled  Corporation,  take  such part or
               action in respect to the management of its affairs as he may deem
               necessary  so as  to be  kept  advised  on  the  affairs  of  the
               Controlled  Corporation  and its  management.  In voting upon any
               matter that may come before him at any stockholders' meeting, the
               Voting Trustee shall exercise like judgment.  The Voting Trustee,
               however,  shall not be  personally  liable for any  action  taken
               pursuant to his vote or any act  committed  or omitted to be done
               under this  Agreement,  provided that such commission or omission
               does not amount to willful  misconduct on his part and that he at
               all times exercises good faith in such matters.

     13.  Voting Trustees.

          (a)  The Voting Trustee (and any successor  Voting Trustee) may at any
               time resign by mailing to the registered  holders of voting trust
               certificates a written resignation,  to take effect ten (10) days
               thereafter or upon its prior acceptance. In the event the serving
               Voting  Trustee  should  die,  resign,  or for any reason  become
               unable to serve,  then that person or entity designated by him in
               writing  (other than  Russell A. Gerdin or Ann S.  Gerdin)  shall
               serve as Voting  Trustee  hereunder.  If Lawrence D. Crouse shall
               fail to make such a designation  or if his  designation  fails or
               qualify, dies, resigns or otherwise becomes unable to serve, then
               Richard S. Reiser shall serve as successor Voting Trustee, and if
               Richard S. Reiser is for any reason unable or unwilling to serve,
               then those of the Settlor's  living  children who are willing and
               able shall serve.

          (b)  The rights,  powers,  and  privileges of the Voting Trustee named
               hereunder  shall be possessed by the successor  Voting  Trustees,
               with the same effect as though  such  successors  had  originally
               been parties to this  Agreement.  The word  "Voting  Trustee," as
               used in this Agreement, means the Voting Trustee or any successor
               Voting  Trustees  acting  hereunder,  and shall  include both the
               single and the plural  number.  The words "he," "him," and "his,"
               as used in this  Agreement  in  reference  to the Voting  Trustee
               shall mean "they,"  them," and "their,"  respectively,  when more
               than one Voting Trustee is acting hereunder.

     14.  Term.

          (a)  This Agreement shall continue in effect as to each GRAT until the
               expiration  of the term of the GRAT and the  distribution  of all
               shares  of any  Controlled  Corporation  held by the  GRAT.  This
               Agreement  shall  terminate as to all GRATS on or before December
               31,  2017.  The  voting  trust is  irrevocable  and  shall not be
               subject to amendment or modification.

          (b)  At any time within two (2) years prior to the time of  expiration
               of the term hereof as theretofore extended, the holders of all of
               the voting  trust  certificates  hereunder  may, by  agreement in
               writing and with the Voting Trustee's written consent, extend the
               duration of this Agreement for an additional period not exceeding
               fifteen (15) years.  In the event of such  extension,  the Voting
               Trustee  shall,  prior to the time of expiration  as  hereinabove
               provided, as originally fixed, or as theretofore extended, as the
               case  may be,  file  in any  Controlled  Corporation's  principal
               office,  a copy of such extension  agreement,  and of the consent
               thereto.  Thereupon  the duration of this Voting Trust  Agreement
               shall  be  extended  for  the  period  fixed  by  such  extension

<PAGE>

               agreement,  provided,  however,  that no such extension agreement
               shall extend the term of this Agreement beyond the maximum period
               then  permitted  by  applicable  law  or  affect  the  rights  or
               obligations of persons not parties thereto.

     15.  Compensation and  Reimbursement of Voting Trustee.  The Voting Trustee
          shall serve without  compensation.  The Voting  Trustee shall have the
          right to incur and pay such reasonable expenses and charges, to employ
          and pay such agents,  attorneys,  and counsel as he may deem necessary
          and proper to effectuate this Agreement.  All such expenses or charges
          incurred by and due to the Voting  Trustee  may be  deducted  from the
          dividends  or other  moneys or  property  received by him on the stock
          deposited  hereunder.  Nothing herein  contained shall  disqualify the
          Voting Trustee or successor  Voting  Trustees,  or incapacitate him or
          them  from  serving  any   Controlled   Corporation   or  any  of  the
          subsidiaries as officer or director, or in any other capacity,  and in
          any such capacity receiving compensation.

     16.  Notice.

          (a)  Unless otherwise  specifically  provided herein, any notice to or
               communication  with the holders of the voting trust  certificates
               hereunder  shall be  deemed to be  sufficiently  given or made if
               enclosed in postpaid  envelopes  (regular  not  registered  mail)
               addressed to such holders at their respective addresses appearing
               on the Voting Trustee's transfer books, and deposited in any post
               office or post office box. The addresses of the holders of voting
               trust  certificates,  as shown on the Voting  Trustee's  transfer
               books, shall in all cases be deemed to be the addresses of voting
               trust certificate  holders for all purposes under this Agreement,
               without  regard to what other or different  addresses  the Voting
               Trustee may have for any voting trust  certificate  holder on any
               other  books or records of the Voting  Trustee.  Every  notice so
               given shall be effective,  whether or not received,  and the date
               of mailing  shall be the date such notice is deemed given for all
               purposes.

          (b)  Any notice to the Voting  Trustee  hereunder may be enclosed in a
               postpaid  envelope  and  sent by  registered  mail to the  Voting
               Trustee,  addressed to him at such  addresses as he may from time
               to time furnish in writing to the Controlled Corporation,  and if
               no such address had been so furnished by the Voting Trustee, then
               to him in care of the Controlled Corporation.

          (c)  All  distributions  of  cash,   securities,   or  other  property
               hereunder  by the Voting  Trustee to the holders of voting  trust
               certificates may be made, in the Voting Trustee's discretion,  by
               mail (regular or registered  mail, as the Voting Trustee may deem
               advisable),  in the same manner as  hereinabove  provided for the
               giving of notices to the holders of voting trust certificates.

     17.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements
          between the parties relating to its subject matter. There are no other
          understandings  or  agreements  between  them  concerning  the subject
          matter.

     18.  Nonwaiver.  No delay or failure by a party to exercise any right under
          this Agreement, and no partial or single exercise of that right, shall
          constitute  a waiver  of that or any  other  right,  unless  otherwise
          expressly provided herein.

<PAGE>

     19.  Headings.  Headings in this  Agreement  are for  convenience  only and
          shall not be used to interpret or construe its provisions.

     20.  Counterparts.   This   Agreement  may  be  executed  in  two  or  more
          counterparts,  each of which  shall be deemed an  original  but all of
          which together shall constitute one and the same instrument.

     21.  Binding Effect. The provisions of this Agreement shall be binding upon
          and inure to the benefit of each of the  parties and their  respective
          legal representatives, successors and assigns.

     IN WITNESS  WHEREOF,  the Voting  Trustee has  executed  this Voting  Trust
Agreement on the date and year first above written.



                                             /s/Lawrence D. Crouse
                                             Lawrence D. Crouse, Voting Trustee


                                             /s/Russell A. Gerdin
                                             Russell A. Gerdin


                                             /s/Ann S. Gerdin
                                             Ann S. Gerdin













<PAGE>


Exhibit No. 21




                         Subsidiaries of the Registrant


                                                                     State of
                                                                  Incorporation

Heartland Express, Inc.                         Parent                  NV

A & M Express, Inc.                             Subsidiary              TN

Heartland Express, Inc. of Iowa                 Subsidiary              IA

Heartland Express Maintenance Services, Inc.    Subsidiary              IA

Heartland Express Services, Inc.                Subsidiary              IA




























<PAGE>




Exhibit No. 31.1

                                  Certification


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

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

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

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

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

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

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

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

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

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


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

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


Date: February 28, 2008

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




<PAGE>


Exhibit No. 31.2

                                  Certification

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

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

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

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

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

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

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

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

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


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


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

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


Date: February 28, 2008

                                              By: /s/ John P. Cosaert
                                              John P. Cosaert
                                              Executive Vice President-Finance,
                                              Chief Financial Officer and
                                              Treasurer
                                              (Principal Financial Officer)




<PAGE>




Exhibit No. 32


                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                                       AND
                             CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     I, Russell A.  Gerdin,  certify,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that, to my
knowledge,  the Annual Report of Heartland  Express,  Inc., on Form 10-K for the
fiscal year ended  December 31, 2007,  fully complies with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the  information  contained  in such  Annual  Report  on Form  10-K  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Heartland Express, Inc.


Dated: February 28, 2008                       By: /s/ Russell A. Gerdin
                                               Russell A. Gerdin
                                               Chairman and
                                               Chief Executive Officer


     I, John P. Cosaert, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  that,  to my
knowledge,  the Annual Report of Heartland  Express,  Inc., on Form 10-K for the
fiscal year ended  December 31, 2007,  fully complies with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the  information  contained  in such  Annual  Report  on Form  10-K  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Heartland Express, Inc.


Dated: February 28, 2008                       By:  /s/ John P. Cosaert
                                               John P. Cosaert
                                               Executive Vice President-Finance
                                               and Chief Financial Officer











<PAGE>