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, 2003
                                                                  OR
[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from_____________________To___________________.


Commission file number 0-15087

                             HEARTLAND EXPRESS, INC.

             (Exact name of registrant as specified in its charter)

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


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

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

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

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

The above securities are registered on The NASDAQ National Market.

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

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

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

The  aggregate  market value of the shares of the  registrant's  $0.01 par value
common  stock  held  by  non-affiliates  of  the  registrant  was  approximately
$679,585,000 based on the average closing bid and asked price of common stock on
June 30, 2003, which is the last business day of the registrant's  most recently
completed  second  fiscal  quarter.  In making this  calculation  the issuer has
assumed,  without  admitting for any purpose,  that all  executive  officers and
directors of the registrant, and no other persons, are affiliates.

The number of shares  outstanding of the Registrant's  common stock as March 10,
2004 was 50,000,000.

Portions  of the  Proxy  Statement  of  Registrant  for the  Annual  Meeting  of
Stockholders  to be held on May 6,  2004  are  incorporated  in Part III of this
report.

<PAGE>


                                TABLE OF CONTENTS



                                                                           Page
                                     Part I
Item 1.   Business                                                          1

Item 2.   Properties                                                        4

Item 3.   Legal Proceedings                                                 5

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

                                     Part II

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

Item 6.   Selected Financial Data                                           6

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

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk       12

Item 8.   Financial Statements and Supplementary Data                      13

Item 9.   Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                        26

Item 9A.  Controls and Procedures                                          26

                                    Part III

Item 10.  Directors and Executive Officers of the Registrant               27

Item 11.  Executive Compensation                                           27

Item 12.  Security Ownership of Certain Beneficial Owners and
           Management                                                      27

Item 13.  Certain Relationships and Related Transactions                   27

Item 14.  Principal Accounting Fees and Services                           27

                                     Part IV

Item 15.  Exhibits, Financial Statement
           Schedules, and Reports on Form 8-K                              28

<PAGE>

                                     PART I
ITEM 1. BUSINESS

General

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

     Heartland  was  founded by Russell  A.  Gerdin in 1978 and became  publicly
traded in November 1986. Over the seventeen  years from 1986 to 2003,  Heartland
has grown to $405.1  million in revenue  from $21.6  million  and net income has
increased  to $57.2  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.

     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.  The Company serves its customers in the  mid-Atlantic  region
from the  terminal  located in Chester.  These five  acquisitions  have  enabled
Heartland to solidify its position within existing regions,  expand its customer
base in the East  and  Northeast  United  States,  and to  pursue  new  customer
relationships in new markets.

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

Operations

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

     The Company's  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  DOT  compliance,   customer  needs  and  service  requirements,   equipment
utilization,   driver  time  at  home,  operational  efficiency,  and  equipment
maintenance needs.

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

     Serving the short-to-medium haul market (532-mile average length of haul in
2003) permits the Company to use primarily single,  rather than team drivers and
dispatch  most  trailers   directly  from  origin  to  destination   without  an
intermediate equipment change other than for driver scheduling purposes.

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


                                       1
<PAGE>

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

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

Customers and Marketing

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

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

     The Company's 25, 10, and 5 largest  customers  accounted for 57%, 43%, and
33% of revenue,  respectively,  in 2003. 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
2003. No other customer accounted for as much as ten percent of revenue.

Seasonality

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

Drivers, Independent Contractors, and Other Personnel

     Heartland's  workforce is an essential ingredient in achieving its business
objectives.  As of December 31, 2003,  Heartland  employed  2,805  persons.  The
Company also  contracted  with  independent  contractors  to provide and operate
tractors. Independent contractors own their own tractors and are responsible for
all  associated   expenses,   including  financing  costs,  fuel,   maintenance,
insurance,  and taxes. The Company historically has operated a combined fleet of
company and independent contractor tractors. Management believes that a combined
fleet   compliments  the  Company's   recruiting   efforts  and  offers  greater
flexibility in responding to fluctuations in shipper demand.

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

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


                                       2
<PAGE>

Revenue Equipment

     Heartland's  management  believes that  operating  high-quality,  efficient
equipment is an  important  part of providing  excellent  service to  customers.
Company-owned   and   owner-owned   tractors   are   equipped   with   satellite
communications systems manufactured by Qualcomm. The satellite technology allows
for efficient  communication  with our drivers to  accommodate  the needs of our
customers.  A uniform  fleet of tractors  and  trailers are utilized to minimize
maintenance  costs and to standardize  the Company's  maintenance  program.  The
tractors are  manufactured  by Freightliner  while trailers are  manufactured by
Wabash  National.  The Company's  policy is to operate its tractors  while under
warranty  to  minimize   repair  and   maintenance   cost  and  reduce   service
interruptions  caused by  breakdowns.  In  addition,  the  Company's  preventive
maintenance  program is  designed  to minimize  equipment  downtime,  facilitate
customer  service,  and enhance trade value when equipment is replaced.  Factors
considered   when  purchasing  new  equipment   include  fuel  economy,   price,
technology,  warranty terms,  manufacturer  support,  driver comfort, and resale
value.  Owner-operator tractors are inspected by the Company for compliance with
operational  and  safety  requirements  of the  Company  and the  United  States
Department of Transportation (DOT). These tractors are periodically inspected to
monitor continued compliance.

     Effective October 1, 2002, all newly manufactured truck engines must comply
with the engine  emission  standards  mandated by the  Environmental  Protection
Agency (EPA).  All truck engines  manufactured  prior to October 1, 2002 are not
subject to these new  standards.  During 2002 and the first quarter of 2003, the
Company  significantly  increased the purchase of trucks with  pre-October  2002
engines to delay the business risk of buying new engines until adequate  testing
is  completed.  During  2003,  the  Company  purchased  13 trucks  with  engines
conforming to the new  standards in order to evaluate the engines.  Future truck
purchases  will depend on the Company's  evaluation  of these new  EPA-compliant
engines  in  addition  to  industry  wide   evaluations  of  the  longevity  and
reliability of the engines.

Fuel

     The Company  purchases  fuel  through a network of  approximately  100 fuel
stops  throughout  the United States at which the Company has  negotiated  price
discounts.  Bulk fuel sites are  maintained  at primarily  all of the  Company's
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 due to decreases in production can have an adverse
effect on the results of operations.  The Company has fuel surcharge  agreements
with most customers enabling the pass through of long-term price increases. Fuel
consumed by empty and out-of-route miles and by truck engine idling time are not
recoverable.

Competition

     The  truckload  industry is highly  competitive  and includes  thousands of
carriers,  none of which dominates the market.  The Company  competes  primarily
with other truckload carriers, and to a lesser extent with railroads, intermodal
service,  less-than-truckload  carriers, and private fleets operated by existing
and potential  customers.  Although  intermodal and rail service has improved in
recent  years,  such  service  has not  been a  major  factor  in the  Company's
short-to-medium   haul  traffic  lanes   (532-mile   average  length  of  haul).
Historically,  competition  has  created  downward  pressure  on  the  truckload
industry's  pricing  structure.  Management  believes that  competition  for the
freight  targeted by the Company is based  primarily upon service and efficiency
and to a lesser degree upon freight rates.

Regulation

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

                                       3
<PAGE>

     The DOT adopted  revised  hours-of-service  regulations  on April 28, 2003.
Compliance with the newly mandated  regulations  took effect on January 4, 2004.
This change could reduce the potential or practical  amount of time that drivers
can spend  driving,  if we are unable to limit their other  on-duty  activities.
These changes could adversely affect our profitability if shippers are unwilling
to assist in managing  the  drivers'  non-driving  activities,  such as loading,
unloading,  and waiting. A decline in driver  productivity may require increases
to driver pay to attract  and retain  qualified  drivers  and also  require  the
purchase of additional  revenue  equipment to serve our customers.  If we cannot
pass  additional  costs  through to shippers,  our  operating  results  could be
materially and adversely affected.

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

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

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 (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.


Forward-Looking Information

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

ITEM 2.  PROPERTIES

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

     The Company owns  regional  facilities in Ft.  Smith,  Arkansas;  O'Fallon,
Missouri;  Atlanta, Georgia; Columbus, Ohio; Jacksonville,  Florida;  Kingsport,
Tennessee; Olive Branch, Mississippi;  and Chester, Virginia. The Company leases
a  facility  in  Etters,  Pennsylvania.

                                       4
<PAGE>

Company-owned  facilities in Dubois,  Pennsylvania and Columbus,  Ohio are being
leased to unrelated  third parties.  In December  2003, the Company  purchased a
facility  in  Carlisle,   Pennsylvania   to  replace  the  facility  in  Etters,
Pennsylvania when the lease expires in May 2004.

ITEM 3.  LEGAL PROCEEDINGS

     On June 21, 2002 a driver for the Company  was  involved in a multiple  (5)
fatality  accident in Knoxville,  Tennessee.  Three wrongful death lawsuits were
filed in U.S. District Court for the Eastern District of TN Northern Division in
Knoxville. The combined relief sought in the cases was approximately $65 million
for compensatory damages and $200 million for punitive damages. One of the suits
was dismissed  soon after being filed.  During the second  quarter of 2003,  the
second (4 fatality)  lawsuit was settled for an amount well within the Company's
insurance limits. The third (single fatality) lawsuit was settled during July of
2003, again for an amount well within the Company's  insurance  limits. A fourth
personal injury lawsuit was subsequently  filed which seeks relief in the amount
of $387,500; this case is still open.

     Additionally,  the Company is a party to ordinary,  routine  litigation and
administrative  proceedings incidental to its business. None of the claims would
materially impact net income or financial position.  These proceedings primarily
involve claims for personal  injury and property  damage  incurred in connection
with the  transportation of freight.  The Company  maintains  insurance to cover
liabilities  arising from the transportation of freight for amounts in excess of
certain self-insured retentions.

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

     During the fourth  quarter of 2003, no matters were  submitted to a vote of
security holders.

                                     PART II

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

Price Range of Common Stock

     The Company's  common stock has been traded on the NASDAQ  National  Market
under the symbol HTLD, since November 5, 1986, the date of the Company's initial
public  offering.  The  following  table  sets  forth  for the  calendar  period
indicated the range of high and low price  quotations  for the Company's  common
stock as  reported by NASDAQ and the  Company's  dividends  declared  per common
share from January 1, 2002 to December 31, 2003.  The prices have been  restated
to reflect a stock split of approximately 57.7% on February 19, 2002.

                                                             Dividends Declared
     Period                  High              Low            Per Common Share
Calendar Year 2003
   1st Quarter             $ 23.15           $ 17.04                 $  -
   2nd Quarter               24.42             18.98                    -
   3rd Quarter               26.92             22.24                  .02
   4th Quarter               26.60             23.33                  .02

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


     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or  commissions,  and may not  represent  actual  transactions.  As of
February  20,  2004 the  Company  had 233  stockholders  of record of its common
stock. However, the Company estimates that it has a significantly greater number
of stockholders because a substantial number of the Company's shares are held of
record by brokers or dealers for their customers in street names.

                                       5
<PAGE>

Dividend Policy

     During the third quarter of 2003 the Company  announced the  implementation
of a quarterly cash dividend program.  The Company paid a dividend following the
third and fourth  quarters of 2003.  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.

ITEM 6. SELECTED FINANCIAL DATA

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

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                   (in thousands, except per share data)
                                          2003         2002         2001        2000         1999
                                       ---------    ---------    ---------   ---------    ---------
Income Statement Data:
<S>                                    <C>          <C>          <C>         <C>          <C>
Operating revenue ..................   $ 405,116    $ 340,745    $ 294,617   $ 274,827    $ 261,004
                                       ---------    ---------    ---------   ---------    ---------
Operating expenses:
  Salaries, wages, and benefits ....     141,293      109,960       87,643      73,847       60,258
  Rent and purchased transportation       49,988       64,159       65,912      75,191       90,337
  Operations and maintenance .......      75,516       56,335       47,903      42,651       30,167
  Taxes and licenses ...............       8,403        7,144        6,189       5,952        5,935
  Insurance and claims .............       2,187        9,193        7,619       6,706        5,742
  Communications and utilities .....       3,605        2,957        2,903       2,952        2,629
  Depreciation .....................      26,534       20,379       17,001      16,285       16,216
  Other operating expenses .........      12,539        8,843        6,814       6,505        5,941
  (Gain) loss on disposal of
  fixed assets......................         (46)        (274)          14      (1,512)        (928)
                                       ---------    ---------    ---------   ---------    ---------
                                         320,019      278,696      241,998     228,577      216,297
                                       ---------    ---------    ---------   ---------    ---------
                    Operating income      85,097       62,049       52,619      46,250       44,707
Interest income ....................       2,046        2,811        4,435       5,726        5,953
                                       ---------    ---------    ---------   ---------    ---------
Income before income taxes .........      87,143       64,860       57,054      51,976       50,660
Income taxes .......................      29,922       22,053       19,398      17,672       17,536
                                       ---------    ---------    ---------   ---------    ---------
Net income .........................   $  57,221    $  42,807    $  37,656   $  34,304    $  33,124
                                       =========    =========    =========   =========    =========
Basic weighted average shares
Outstanding ........................      50,000       50,000       50,000      50,342       57,871
                                       =========    =========    =========   =========    =========
Basic earnings per share ...........   $    1.14    $    0.86    $    0.75   $    0.68    $    0.57
                                       =========    =========    =========   =========    =========

Balance sheet data:
Net working capital ................   $ 186,648    $ 146,297    $ 147,904   $ 118,506    $ 111,675
Total assets .......................     448,407      373,108      314,238     268,055      246,494
Stockholders' equity ...............     331,516      275,930      232,789     195,134      174,840
</TABLE>

                                       6
<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.  During  2003,  freight  revenue,
excluding fuel surcharge,  increased 16.4% to $389.8 million from $334.9 million
in 2002.

     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  reliable
equipment and equipment availability.  Heartland has one of the newest fleets in
the  industry  with an average  tractor  age of 21 months and  trailer age of 28
months.  During 2003 the Company  purchased $32.2 million in revenue  equipment.
These  purchases were financed  through cash generated by operating  activities,
and the Company expects future revenue equipment  purchases to be financed using
current  cash  and  investment   balances  and  cash  flow  provided  by  future
operations.

     The major challenge  currently facing the trucking  industry is the revised
DOT  hours-of-service  regulations  that took  effect on January 4, 2004.  These
changes could reduce the potential or practical  amount of time that drivers can
spend driving, if we are unable to limit their other on-duty  activities.  These
changes could adversely  affect our  profitability  if shippers are unwilling to
assist  in  managing  the  drivers'  non-driving  activities,  such as  loading,
unloading,  and waiting. A decline in driver  productivity may require increases
to driver pay to attract and retain qualified drivers. In addition,  the Company
may be required to increase  the number of drivers  that it employs and increase
its fleet of revenue  equipment to serve our current  customer  base and provide
for future  growth.  The full impact of these changes is not known at this time.
To retain drivers the Company  announced that in the first quarter of 2004 it is
increasing  pay for all drivers $0.03 per mile.  Management is also working with
shippers to decrease the amount of non-driving time per load.

Critical Accounting Policies

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

     The Company's  management routinely makes judgments and estimates about the
effect of matters that are inherently uncertain.  As the number of variables and
assumptions  affecting  the  probable  future  resolution  of the  uncertainties
increase,  these judgments become even more subjective and complex.  The Company
has identified certain accounting  policies,  described below, that are the most
important to the  portrayal of the  Company's  current  financial  condition and
results  of  operations.  The  Company's  significant  accounting  policies  are
disclosed  in Item 8.  Note 1,  "Significant  Accounting  Policies"  of Notes to
Consolidated Financial Statements.

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

     *    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   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.

                                       7
<PAGE>

Results of Operations

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

                                                      Year Ended December 31,
                                                    2003       2002       2001
                                                   ------     ------     ------
<S>                                                <C>        <C>        <C>
Operating revenue ...........................      100.0%     100.0%     100.0%
                                                   ------     ------     ------
Operating expenses:
  Salaries, wages, and benefits .............       34.9%      32.3%      29.7%
  Rent and purchased transportation .........       12.4       18.8       22.4
  Operations and maintenance ................       18.6       16.5       16.2
  Taxes and licenses ........................        2.1        2.1        2.1
  Insurance and claims ......................        0.5        2.7        2.6
  Communications and utilities ..............        0.9        0.9        1.0
  Depreciation ..............................        6.5        6.0        5.8
  Other operating expenses ..................        3.1        2.6        2.3
  (Gain) on disposal of fixed assets ........       (0.0)      (0.1)      (0.0)
                                                  ------     ------     ------
Total operating expenses.....................       79.0%      81.8%      82.1%
                                                  ------     ------     ------
  Operating income ..........................       21.0%      18.2%      17.9%
Interest income .............................        0.5        0.8        1.5
                                                   ------     ------     ------
  Income before income taxes ................       21.5%      19.0%      19.4%
Federal and state income taxes ..............        7.4        6.4        6.6
                                                   ------     ------     ------
  Net income ................................       14.1%      12.6%      12.8%
                                                   ======     ======     ======
</TABLE>

Year Ended December 31, 2003 Compared With Year Ended December 31, 2002

     Operating  revenue  increased $64.4 million  (18.9%),  to $405.1 million in
2003 from $340.7 million in 2002, as a result of the Company's  expansion of the
customer base as well as increased volume from existing customers. The June 2002
acquisition of the trucking assets of Great Coastal  Express,  Inc.  contributed
approximately  $13.2  million to the  increase  in revenue  for 2003.  Operating
revenue  for  both  periods  was also  positively  impacted  by fuel  surcharges
assessed to the customer base. Fuel surcharge  revenue increased $9.4 million to
$15.3 million from $5.9 million in 2003 in comparison to 2002.

     Salaries,  wages, and benefits  increased $31.4 million (28.5%),  to $141.3
million in 2003 from  $109.9  million  in 2002.  The  increase  is the result of
increased  reliance on employee  drivers and a  corresponding  decrease in miles
driven by  independent  contractors.  The increase in employee  driver miles was
attributable to internal growth in the company tractor fleet and the acquisition
of Great Coastal Express.  During 2003,  employee drivers  accounted for 82% and
independent contractors 18% of the total fleet miles, compared with 73% and 27%,
respectively,  in 2002.  During the fourth quarter of 2003, the Company  engaged
consulting  actuaries to assist in determining  the liability for self insurance
reserves for workers'  compensation claims. As a result of the actuarial studies
management increased the amount accrued for workers' compensation claims by $2.9
million.

     Rent and purchased transportation decreased $14.1 million (22.1%), to $50.0
million  in 2003 from  $64.1  million  in 2002.  This  reflected  the  Company's
decreased   reliance   upon   independent   contractors.   Rent  and   purchased
transportation for both periods includes amounts paid to independent contractors
for fuel surcharge.

     Operations and maintenance increased $19.2 million (34.0%) to $75.5 million
in 2003 from $56.3  million in 2002.  The  increase,  primarily  related to fuel
expense,  is attributable to increased reliance on the Company owned fleet. Fuel
prices during 2003 were higher  compared to 2002.  Average fuel cost per Company
owned tractor mile increased 13.7% during 2003 compared to 2002.

     Insurance and claims  decreased  $7.0 million  (76.2%),  to $2.2 million in
2003 from $9.2  million in 2002.  Insurance  and claims  expense  will vary from
period to period based on the  frequency  and  severity of claims  incurred in a
given  period as well as  changes  in claims  development  trends.  The  Company
increased its accident  liability  self-insurance  retention  level to $1.0 from
$0.5 million for claims  incurred after April 1, 2003.

                                       8
<PAGE>

In addition,  the Company is now responsible for up to $2.0 million in aggregate
for claims  above $1.0  million and below $2.0 million for the policy year ended
March 31, 2004. Due to the increased  exposure,  the Company engaged  consulting
actuaries to assist in determining the liability for self insurance reserves for
accident  liability  claims.  As a result of the  actuarial  studies  management
decreased  the amount  accrued for accident  liability  claims by $11.2  million
during the fourth quarter of 2003.  Adjustments in the fourth quarter of 2003 to
self-insurance   reserves  for  workers'  compensation  and  accident  liability
resulted in an increase in operating  income,  net income and earnings per share
of $8.3 million, $5.4 million and $0.11, respectively.

     Depreciation  increased $6.1 million (30.2%), to $26.5 million in 2003 from
$20.4  million in 2002.  The  increase  is due to an  increase  in the number of
Company-owned  tractors, the growth of the trailer fleet and a change in salvage
value on Company  owned  trailers  during  2003.  Effective  April 1, 2003,  the
Company  decreased the salvage value on all trailers to $4,000 from $6,000.  The
reduction of salvage value increased  depreciation  expense  approximately  $1.7
million during 2003.

     Other operating expenses  increased $3.7 million (41.8%),  to $12.5 million
in 2003 from $8.8 million in 2002 due to an increase in total fleet miles. Other
operating  expenses  consist of costs  incurred  for freight  handling,  highway
tolls,  driver  recruiting  expenses,  and  administrative  costs.  During 2003,
advertising  expense  relating  to  driver  recruiting  increased  $1.3  million
compared to 2002.

     The  Company's  effective  tax rate was  34.3%  and 34.0% in 2003 and 2002,
respectively.

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

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

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

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

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

     Insurance and claims  increased  $1.5 million  (18.2%),  to $9.2 million in
2002 from $7.7  million in 2001.  Insurance  and claims  expense  will vary from
period to period based on the  frequency  and  severity of claims  incurred in a
given period as well as changes in claims development  trends. The 2002 increase
is a  result  of less  favorable  claims  experience  and a slight  increase  in
frequency.

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

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

                                       9
<PAGE>

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

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, 2003, was
net cash provided by operating  activities  of $97.1  million  compared to $67.9
million in the corresponding 2002 period.

     Capital expenditures for property and equipment, net of trade-ins,  totaled
$47.1 million for the year during 2003 compared to $58.5 million during 2002. In
addition  to  purchasing  revenue  equipment,  the  Company  purchased  terminal
locations in Columbus, Ohio; Olive Branch,  Mississippi;  Chester, Virginia; and
Carlisle,  Pennsylvania in 2003. The Company purchased the business and trucking
assets of Great Coastal Express on June 1, 2002 for $26.7 million.  The decrease
in purchases of revenue  equipment  during 2003 is primarily  due to the Company
increasing  tractor  purchases  during 2002 to delay the business risk of buying
tractors with engines that comply with the new EPA emission standards.

     Management  believes the Company has adequate liquidity to meet its current
and  projected  needs.  The Company will  continue to have  significant  capital
requirements  over the  long-term  which are  expected to be funded by cash flow
provided  by  operations  and  from  existing  cash,   cash   equivalents,   and
investments.  The  Company  ended the year with  $202.4  million  in cash,  cash
equivalents,  and  investments  and  no  debt.  Based  on the  Company's  strong
financial position,  management believes outside financing could be obtained, if
necessary, to fund capital expenditures.

Factors That May Affect Future Results

     The  Company's  future  results may be affected by a number of factors over
which the Company has little or no control.  Fuel prices,  insurance  and claims
costs,   liability   claims,   interest  rates,  the  availability  of  drivers,
fluctuations  in the resale  value of revenue  equipment,  economic and customer
business cycles and shipping demands are economic factors over which the Company
has little or no control.  Significant  increases or rapid  fluctuations in fuel
prices,  interest rates or insurance and claims costs,  to the extent not offset
by increases in freight rates,  and the resale value of revenue  equipment could
reduce the Company's profitability.

     Weakness in the general  economy,  including a weakness in consumer  demand
for goods and services,  could adversely affect the Company's  customers and the
Company's   growth  and   revenues,   if  customers   reduce  their  demand  for
transportation  services.  Customers  encountering  adverse economic  conditions
represent  a greater  potential  for loss,  and the  Company  may be required to
increase  its reserve for bad debt losses.  Weakness in customer  demand for the
Company's  services or in the general  rate  environment  may also  restrain the
Company's ability to increase rates or obtain fuel surcharges.

Inflation and Fuel Cost

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

     Fuel prices have remained high  throughout  most of 2001,  2002,  and 2003,
thus  increasing  our  cost  of  operations.   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.

                                       10
<PAGE>

Contractual Obligations

     The impact that our  contractual  obligations  as of December  31, 2003 are
expected to have on our liquidity and cash flow in future periods is as follows:

                                               Payments due by period
                                        ---------------------------------------
                                                        Less than 1
                                            Total          year       1-3 years
                                        ------------- -------------- -----------
         Operating Lease Obligations      $ 424,469      $ 299,625    $ 124,844
                                        ============= ============== ===========

Forward-Looking Statements and Risk Factors

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

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

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

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

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

     The Company's  operation is highly dependent on the hiring and retention of
experienced  drivers  with safe  driving  records.  There has been a shortage of
qualified  drivers and independent  contractors over the past several years. The
availability  of company  employed  drivers  improved in 2003  primarily  due to
industry  consolidation caused by the business failures of marginal competitors.
However,  the  availability of independent  contractors has declined due to high
fuel prices and the decreased  availability  of tractor  financing.  The Company
expects that the hiring of qualified drivers will remain competitive. A shortage
of qualified drivers and independent  contractors for an extended period of time
could effect the growth and operating results of the Company.

                                       11
<PAGE>

     The Company is a party to ordinary,  routine  litigation and administrative
proceedings  incidental to its business.  These  proceedings  primarily  involve
claims for personal  injury and property  damage incurred in connection with the
transportation of freight.  The Company maintains insurance to cover liabilities
arising  from the  transportation  of freight  for  amounts in excess of certain
self-insured  retentions.  Claims in excess of these  retentions  are covered by
premium-based  policies to levels that management considers adequate.  In recent
years the cost of insurance in the industry has  increased  dramatically  due to
increased  claims and  economic  conditions.  The  Company's  current  insurance
policies expire in 2004.  Increases in premiums and self-retention  levels could
impact the results of operations.

New Accounting Pronouncements

     See Note 1 of the Consolidated  Financial Statements for a full description
of  recent  accounting  pronouncements  and the  respective  expected  dates  of
adoption and effects on results of operations and financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK

     The Company purchases only high quality liquid  investments.  Primarily all
investments as of December 31, 2003 have an original  maturity or interest reset
date of six months or less. Due to the short term nature of the  investments the
Company is exposed to minimal  market risk related to its cash  equivalents  and
investments.

     The Company has no debt  outstanding as of December 31, 2003 and therefore,
has no market risk related to debt.

     As  of  December  31,  2003,  the  Company  has  no  derivative   financial
instruments to reduce its exposure to diesel fuel price fluctuations.

                                       12
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                          Independent Auditors' Report



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

We have  audited  the  accompanying  consolidated  balance  sheets of  Heartland
Express,  Inc.  (a Nevada  corporation)  and  subsidiaries  (the  Company) as of
December  31,  2003  and  2002,  and  the  related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for the years then ended. In
connection with our audits of the  consolidated  financial  statements,  we have
also audited the financial  statement  Schedule II for the years ended  December
31,  2003 and  2002.  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.   The
consolidated  financial statements and financial statement schedule of Heartland
Express,  Inc.  and  subsidiaries  as of December 31, 2001 and for the year then
ended were audited by other auditors who have ceased operations.  Those auditors
expressed an unqualified opinion on those consolidated  financial statements and
financial statement schedule in their report dated January 13, 2002 (except with
respect to the matter  discussed  in Note 6, as to which the date is January 28,
2002).

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  and  financial  statement  schedule  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in the  consolidated  financial  statements  and
financial  statement  schedule.  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, 2003 and 2002, and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.  Also,
in our opinion,  the related financial statement Schedule II for the years ended
December  31,  2003  and  2002,   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 1 to the consolidated  financial  statements,  in 2002, the
Company changed its method of accounting for goodwill and related amortization.



                                    KPMG LLP

Des Moines, Iowa
January 23, 2004





                                       13
<PAGE>





                              REPORT OF INDEPENDENT
                               PUBLIC ACCOUNTANTS



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



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

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

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

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


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



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


                                       14
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                    ASSETS
                                                           December 31,
                                                       2003             2002
                                                 -------------    --------------
CURRENT ASSETS
<S>                                              <C>              <C>
  Cash and cash equivalents ..................   $ 127,885,474    $  89,717,866
  Investments ................................      74,545,681       64,143,556
  Trade receivables, net of allowance
   for doubtful accounts of: $675,000
   and $650,000, respectively ................      36,836,728       33,012,394
  Prepaid tires and tubes ....................       2,529,580        4,757,850
  Deferred income taxes ......................      21,308,000       21,134,000
  Other current assets .......................         673,101          620,344
                                                 -------------    -------------
  Total current assets .......................     263,778,564      213,386,010
                                                 -------------    -------------
PROPERTY AND EQUIPMENT
  Land and land improvements .................       6,912,819        4,402,820
  Buildings ..................................      19,777,586        8,532,621
  Furniture and fixtures .....................       1,210,424        1,300,848
  Shop and service equipment .................       2,043,356        1,403,633
  Revenue equipment ..........................     202,706,807      175,476,971
                                                 -------------    -------------
                                                   232,650,992      191,116,893
  Less accumulated depreciation ..............      56,951,186       39,715,307
                                                 -------------    -------------
  Property and equipment, net ................     175,699,806      151,401,586
                                                 -------------    -------------
OTHER ASSETS .................................       8,928,186        8,320,593
                                                 -------------    -------------
                                                 $ 448,406,556    $ 373,108,189
                                                 =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities ..   $  15,684,826    $   8,632,810
   Compensation and benefits .................      10,704,329        7,632,766
   Income taxes payable ......................       7,720,875        6,070,318
   Insurance accruals ........................      37,125,109       40,228,160
   Other accruals ............................       5,895,502        4,525,396
                                                 -------------    -------------
   Total current liabilities .................      77,130,641       67,089,450
                                                 -------------    -------------
DEFERRED INCOME TAXES ........................      39,760,000       30,089,000
                                                 -------------    -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
   Preferred stock, par value $.01;
   authorized 5,000,000 shares; none
   issued ....................................            --               --
   Common stock, par value $.01;
   authorized 395,000,000 shares;
   issued and outstanding: 50,000,000
   in both 2003 and 2002 .....................         500,000          500,000
   Additional paid-in capital ................       8,510,305        8,603,762
   Retained earnings .........................     323,710,296      268,488,971
                                                 -------------    -------------
                                                   332,720,601      277,592,733
   Less unearned compensation ................      (1,204,686)      (1,662,994)
                                                 -------------    -------------
                                                   331,515,915      275,929,739
                                                 -------------    -------------
                                                 $ 448,406,556    $ 373,108,189
                                                 =============    =============
</TABLE>


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


                                       15
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                       Years Ended December 31,
                                                2003             2002             2001
                                           -------------    -------------    -------------
<S>                                        <C>              <C>              <C>
Operating revenue ......................   $ 405,116,097    $ 340,745,026    $ 294,617,263
                                           -------------    -------------    -------------

Operating expenses:
   Salaries, wages, and benefits .......     141,292,791      109,959,772       87,643,187
   Rent and purchased transportation ...      49,988,074       64,159,365       65,911,825
   Operations and maintenance ..........      75,516,232       56,334,769       47,903,499
   Taxes and licenses ..................       8,402,986        7,144,078        6,188,628
   Insurance and claims ................       2,187,537        9,192,632        7,618,919
   Communications and utilities ........       3,604,661        2,956,810        2,902,496
   Depreciation ........................      26,533,937       20,378,720       17,000,927
   Other operating expenses ............      12,538,652        8,843,137        6,814,399
   (Gain) loss on disposal of
    fixed assets .......................         (45,782)        (273,549)          14,442
                                           -------------    -------------    -------------
                                             320,019,088      278,695,734      241,998,322
                                           -------------    -------------    -------------
   Operating income ....................      85,097,009       62,049,292       52,618,941
Interest income ........................       2,045,793        2,811,181        4,434,914
                                           -------------    -------------    -------------
   Income before income taxes ..........      87,142,802       64,860,473       57,053,855
Income taxes ...........................      29,921,477       22,052,559       19,398,239
                                           -------------    -------------    -------------
   Net income ..........................   $  57,221,325    $  42,807,914    $  37,655,616
                                           =============    =============    =============

Basic earnings per share ...............   $        1.14    $        0.86    $        0.75
                                           =============    =============    =============

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


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




















                                       16
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                     Capital      Additional                     Unearned
                                      Stock,        Paid-In         Retained      Compen-
                                      Common        Capital         Earnings      sation          Total
                                   -----------   -------------    ------------- -----------    ------------
<S>                                <C>           <C>            <C>             <C>            <C>
Balance, December 31, 2000 .....   $   253,666   $ 6,608,170    $188,271,775    $      --      $195,133,611
Stock splits (Note 6) ..........       246,334          --          (246,334)          --              --
Net income .....................          --            --        37,655,616           --        37,655,616
                                   -----------   -----------    ------------    -----------    ------------
Balance, December 31, 2001 .....       500,000     6,608,170     225,681,057           --       232,789,227
Net income .....................          --            --        42,807,914           --        42,807,914
Transfer pursuant to stock
awards (Note 6) ................          --       1,995,592            --       (1,995,592)           --
Amortization of unearned
compensation ...................          --            --              --          332,598         332,598
                                   -----------   -----------    ------------    -----------    ------------
Balance, December 31, 2002 .....       500,000     8,603,762     268,488,971     (1,662,994)    275,929,739
Net income .....................          --            --        57,221,325           --        57,221,325
Dividends on common stock,
$0.04 per share ................          --            --        (2,000,000)          --        (2,000,000)
Forfeiture of stock awards
(Note 6) .......................          --         (93,457)           --           93,457            --
Amortization of unearned
compensation ...................          --            --              --          364,851         364,851
                                   -----------   -----------    ------------    -----------    ------------
Balance, December 31, 2003 .....   $   500,000   $ 8,510,305    $323,710,296    $(1,204,686)   $331,515,915
                                   ===========   ===========    ============    ===========    ============

</TABLE>


































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

                                       17
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                             2003             2002             2001
                                                         -------------    -------------    -------------
OPERATING ACTIVITIES
<S>                                                     <C>              <C>              <C>
Net income ..........................................   $  57,221,325    $  42,807,914    $  37,655,616
Adjustments to reconcile to net cash
provided by operating activities:
   Depreciation and amortization ....................      26,553,933       20,390,389       17,779,043
   Deferred income taxes ............................       9,497,000        5,317,000        2,993,000
   Amortization of unearned compensation ............         364,851          332,598             --
   (Gain) loss on disposal of fixed assets ..........         (45,782)        (273,549)          14,442
   Changes in certain working capital items:
     Trade receivables ..............................      (3,824,334)      (7,311,959)        (745,754)
     Prepaids .......................................       2,228,270         (678,174)        (296,632)
     Other current assets ...........................         (52,757)        (475,454)         183,383
     Accounts payable, accrued liabilities,
     and accrued expenses ...........................       3,491,247        8,399,063        1,594,686
     Accrued income taxes ...........................       1,650,557         (623,080)       2,074,516
                                                        -------------    -------------    -------------
Net cash provided by operating activities ...........      97,084,309       67,884,748       61,252,300
                                                        -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment ........         173,624       10,159,471          402,113
Additions to property and equipment .................     (47,062,344)     (58,469,994)     (29,104,777)
Acquisition of business .............................            --        (26,719,495)            --
Net purchases of municipal bonds ....................     (10,402,125)     (23,861,576)     (40,281,980)
Other ...............................................        (627,597)         (69,430)         499,410
                                                        -------------    -------------    -------------
Net cash used in investing activities ...............     (57,918,442)     (98,961,024)     (68,485,234)
                                                        -------------    -------------    -------------
FINANCING ACTIVITIES, cash dividend .................        (998,260)            --               --
                                                        -------------    -------------    -------------
Net increase (decrease) in cash and cash equivalents       38,167,607      (31,076,276)      (7,232,934)

CASH AND CASH EQUIVALENTS
Beginning of year ...................................      89,717,866      120,794,142      128,027,076
                                                        -------------    -------------    -------------
End of year .........................................   $ 127,885,474    $  89,717,866    $ 120,794,142
                                                        =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
   Income taxes .....................................   $  18,773,920    $  17,358,639    $  14,330,723
Noncash investing activities:
   Book value of revenue equipment traded ...........   $   2,338,332    $  25,770,052    $  11,516,930
</TABLE>

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












                                       18
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1. Significant Accounting Policies

Nature of Business:

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

Principles of Consolidation:

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

Use of Estimates:

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

Cash and Cash Equivalents:

     Cash   equivalents  are   short-term,   highly  liquid   investments   with
insignificant  interest  rate risk and  original  maturities  of three months or
less.

Investments:

     Investments   include   primarily   municipal  bonds  with  interest  reset
provisions and short-term  municipal  bonds.  During the year ended December 31,
2003 the Company chose to reclassify these securities from  held-to-maturity  to
available-for-sale  to  provide  more  flexibility.  Due  to the  nature  of the
investments,  the cost at December  31, 2003 and 2002  approximates  fair value;
therefore  accumulated other comprehensive income (loss) has not been recognized
as a separate component of stockholders'  equity.  Investment income received is
generally exempt from federal income taxes.

Revenue and Expense Recognition:

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

Property, Equipment, and Depreciation:

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


                                       19
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Depreciation   for  financial   statement   purposes  is  computed  by  the
straight-line  method for all assets other than tractors,  which are depreciated
by the 125% declining  balance method applied to cost, net of salvage value. For
revenue  equipment  purchased  after January 1, 2000,  trailers are  depreciated
using a $6,000  salvage value and the tractors  using a $15,000  salvage  value.
During 2003,  the Company  decreased the salvage value of all trailers to $4,000
from $6,000.  The Company based its decision on changes in the estimated  market
values of  trailers  at the end of the  expected  useful  life.  This  change in
accounting  estimate  resulted  in  an  increase  in  depreciation   expense  of
approximately $1,728,000 during the year ended December 31, 2003.

Lives of the assets are as follows:

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

Tires and Tubes:

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

Goodwill:

     The Company adopted  Statement of Financial  Accounting  Standards No. 142,
"Accounting for Goodwill and Other Intangible Assets" (SFAS No. 142), on January
1, 2002.  SFAS No. 142 requires  that  goodwill be tested at least  annually for
impairment  by applying a fair value based  analysis.  With the adoption of SFAS
No.  142,  goodwill  is no longer be  subject  to  amortization  resulting  in a
decrease  in  annualized  operating  expenses  of  $778,116  for the years ended
December  31,  2003 and  2002.  Prior  to  2002,  goodwill  was  amortized  on a
straight-line  basis over a five year  period.  Goodwill  is  recorded  in other
assets.  Management  determined  that no impairment  charge was required for the
years ending December 31, 2003 and 2002.

Earnings Per Share:

     Basic earnings per share are based upon the weighted  average common shares
outstanding  during  each year.  Diluted  earnings  per share are based upon the
weighted average common and common  equivalent  shares  outstanding  during each
year.  Heartland  Express has no common stock  equivalents;  therefore,  diluted
earnings per share is equal to basic earnings per share.

Insurance and Claims accruals:

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



                                       20
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Impairment of Long-Lived Assets:

     On January 1, 2002, the Company adopted  Statement of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets"  (SFAS  No.  144).  The  Company  periodically  evaluates  property  and
equipment  for   impairment   upon  the  occurrence  of  events  or  changes  in
circumstances that indicate the carrying amount of asset may not be recoverable.
There were no impairment  charges recognized during the years ended December 31,
2003 and 2002.

Income Taxes:

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

New Accounting Pronouncements:


     In January  2003,  FASB  issued  Interpretation  No. 46  "Consolidation  of
Variable Interest Entities" which addresses the consolidation and disclosures of
these  entities  by  business  enterprises.  As the  Company  does  not have any
interest in such types of entities the adoption of this  Interpretation will not
have a material impact upon its Consolidated Financial Statements.

Reclassifications:

     Certain reclassifications have been made to prior year financial statements
to conform to the December 31, 2003 presentation.

Note 2. Concentrations of Credit Risk and Major Customers

     The Company's  major customers  represent the consumer  goods,  appliances,
food products and automotive industries.  Credit is usually granted to customers
on an unsecured basis. The Company's five largest  customers  accounted for 33%,
37%, and 38% of revenues for the years ended December 31, 2003,  2002, and 2001,
respectively.  Operating  revenue from one customer  exceeded 10% of total gross
revenues in 2003,  2002 and 2001.  Annual  revenues for this customer were $53.3
million, $46.3 million, and $45.3 million for the years ended December 31, 2003,
2002, and 2001, respectively.




                                       21
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Notes 3. Income Taxes

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

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

                                                      2003              2002
                                                  ------------     ------------
Deferred income tax liabilities,
related to property and equipment                 $ 39,760,000     $ 30,089,000
                                                  ============     ============
Deferred income tax assets:
   Allowance for doubtful accounts                $    267,000     $    263,000
   Accrued expenses                                  5,303,000        3,263,000
   Insurance accruals                               14,701,000       16,293,000
   Other                                             1,037,000        1,315,000
                                                  ------------     ------------
   Deferred income tax assets                     $ 21,308,000     $ 21,134,000
                                                  ============     ============

The income tax provision is as follows:
                                     2003             2002              2001
                                 ------------     ------------     ------------
Current income taxes:
Federal                          $ 18,853,846     $ 15,372,814     $ 15,357,642
State                               1,570,631        1,362,745        1,047,597
                                 ------------     ------------     ------------
                                   20,424,477       16,735,559       16,405,239
                                 ------------     ------------     ------------
Deferred income taxes:
Federal                             9,403,000        5,684,000        3,027,000
State                                  94,000         (367,000)         (34,000)
                                 ------------     ------------     ------------
                                    9,497,000        5,317,000        2,993,000
                                 ------------     ------------     ------------
Total                            $ 29,921,477     $ 22,052,559     $ 19,398,239
                                 ============     ============     ============



     The income tax provision differs from the amount determined by applying the
U.S. federal tax rate as follows:
                                    2003              2002              2001
                                 ------------     ------------     ------------

Federal tax at statutory
rate (35%)                       $ 30,499,981     $ 22,701,166     $ 19,968,849
State taxes, net of federal
benefit                             1,122,000          807,000          502,000
Non-taxable interest income          (675,000)        (907,000)      (1,458,000)
Other                              (1,025,504)        (548,607)         385,390
                                 ------------     ------------     ------------
                                 $ 29,921,477     $ 22,052,559     $ 19,398,239
                                 ============     ============     ============


                                       22
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4. Related Party Transactions

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

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

                             Year Ending December 31:

                             2004             299,625
                             2005             124,844
                                            ---------
                                            $ 424,469
                                            =========

     Rent expense paid to the Company's president totaled $299,625 for the years
ended December 31, 2003, 2002, and 2001.

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

Note 5. Accident and Workers' Compensation Claims

     The Company has acted as a  self-insurer  for  liability up to $500,000 for
any single occurrence  involving cargo,  personal injury or property damage. The
Company  increased the retention  amount to $1,000,000 for all claims made after
April 1, 2003. In addition,  the Company is responsible  for up to $2,000,000 in
aggregate for claims above  $1,000,000 and below  $2,000,000 for the policy year
ended March 31, 2004.  Liabilities  in excess of these amounts are assumed by an
insurance company.

     The Company acts as a self-insurer for workers'  compensation  liability up
to a maximum liability of $500,000 per claim. Liability in excess of this amount
is assumed by an insurance  company.  The State of Iowa has required the Company
to deposit  $700,000  into a trust fund as part of the  self-insurance  program.
This deposit has been classified in other long-term assets on the balance sheet.
In addition,  the Company has provided its  insurance  carriers  with letters of
credit and deposits of approximately $4,600,000 in connection with its liability
and  workers'  compensation  insurance  arrangements.   This  deposit  has  been
classified in other assets on the balance sheet.

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

     Claims  are  based  upon  individual  case  estimates,   including  reserve
development, and estimates of  incurred-but-not-reported  losses based upon past
experience.  Since the reported liability is an estimate, the ultimate liability
may be more or less than  reported.  If  adjustments  to previously  established
accruals are required,  such amounts are included in operating expenses.  During
the fourth quarter of 2003, the Company engaged  consulting  actuaries to assist
in determining the liability for self insurance  reserves for accident liability
and  workers'  compensation  claims.  As  a  result  of  the  actuarial  studies
management  decreased the amount accrued for accident  liability claims by $11.2
million and increased  the amount  accrued for workers'  compensation  claims by
$2.9 million. These adjustments resulted in an increase in operating income, net
income  and  earnings  per  share  of $8.3  million,  $5.4  million  and  $0.11,
respectively.

                                       23
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6. Stockholders' Equity

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

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to repurchase five million shares of the Company's  Common Stock in open
market or negotiated transactions using available cash and cash equivalents.  No
shares  were  purchased  during  2003,  2002  and  2001.  The  authorization  to
repurchase remains open at December 31, 2003 and has no expiration date.

     On March 7, 2002,  the principal  stockholder  awarded 90,750 shares of his
common stock to key  employees  of the  Company.  These shares had a fair market
value of $21.99 per share on the date of the award.  The shares will vest over a
five-year period subject to restrictions on transferability and to forfeiture in
the event of termination of employment. Any forfeited shares will be returned to
the principal stockholder.  The fair market value of these shares, $1,995,592 on
the date of the award,  was  treated as a  contribution  of capital and is being
amortized  on a  straight-line  basis  over  the five  year  vesting  period  as
compensation expense. During the year ended December 31, 2003, 4,250 shares were
forfeited.  The  original  value of the shares was  treated  as a  reduction  of
Additional Paid in Capital and Unearned  Compensation.  Compensation  expense of
approximately  $365,000 and $333,000 was recognized for the years ended December
31, 2003 and 2002, respectively.

Note 7. Profit Sharing Plan and Retirement Plan

     The Company has a retirement  savings  plan (the "Plan") for  substantially
all employees who have  completed one year of service and are 19 years of age or
older.  Employees may make 401(k) contributions subject to Internal Revenue Code
limitations.  The Plan provides for a discretionary  profit sharing contribution
to  non-driver  employees  and  a  matching   contribution  of  a  discretionary
percentage to driver  employees.  Company  contributions  totaled  approximately
$853,000,  $843,000,  and $660,000, for the years ended December 31, 2003, 2002,
and 2001, respectively.

Note 8. Acquisition of Business

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



                                       24
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9. Commitments and Contingencies

     On January 7, 2002, the Owner-Operators  Independent  Drivers  Association,
Inc.  served a lawsuit  against the Company in the United States  District Court
for the Southern  District of Iowa. The lawsuit  alleges that the Company failed
to  adequately  inform  the  owner-operators  of certain  deductions  from their
settlement  statements in violation of Department of Transportation  regulations
and that the Company's  standard  contract with  owner-operators  violates those
regulations. The lawsuit sought unspecified damages and an injunction to prevent
owner-operators   from  hauling  for  the  Company  until  alleged   contractual
deficiencies are corrected.  In December 2003,  Heartland Express made an "offer
of  judgment"  in  which to pay  plaintiffs  and  class  members  $250,000  plus
reasonable  attorneys'  fees to resolve  all  claims in the case.  The offer was
accepted by OOIDA,  and the parties have jointly  asked the court to approve the
offer and  acceptance of judgment.  Management's  estimate of the total loss has
been accrued as of December 31, 2003.

     On June 21, 2002 a driver for the Company  was  involved in a multiple  (5)
fatality  accident in Knoxville,  Tennessee.  Three wrongful death lawsuits were
filed in U.S. District Court for the Eastern District of TN Northern Division in
Knoxville. The combined relief sought in the cases was approximately $65 million
for compensatory damages and $200 million for punitive damages. One of the suits
was dismissed  soon after being filed.  During the second  quarter of 2003,  the
second (4 fatality)  lawsuit was settled for an amount well within the Company's
insurance limits. The third (single fatality) lawsuit was settled during July of
2003, again for an amount well within the Company's  insurance  limits. A fourth
personal injury lawsuit was subsequently filed, which seeks relief in the amount
of $387,500; this case is still open.

     The Company is a party to ordinary,  routine  litigation and administrative
proceedings  incidental to its business.  These  proceedings  primarily  involve
claims for personal  injury and property  damage incurred in connection with the
transportation of freight.  The Company maintains insurance to cover liabilities
arising  from the  transportation  of freight  for  amounts in excess of certain
self-insured retentions.  In the opinion of management,  the Company's potential
exposure  under pending  legal  proceedings  is  adequately  provided for in the
accompanying financial statements.

Note 10. Quarterly Financial Information (Unaudited)

                                  First     Second      Third     Fourth
                                ---------  ---------  ---------  ---------
                                   (In thousands, Except Per Share Data)
Year ended December 31, 2003
   Operating revenue            $  94,840  $ 102,800  $ 104,461  $ 103,015
   Operating income                16,207     18,653     21,488     28,749  (1)
   Income before income taxes      16,746     19,146     21,959     29,292  (1)
   Net income                      11,052     12,636     14,493     19,040  (1)
   Basic earnings per share          0.22       0.25       0.29       0.38  (1)

Year ended December 31, 2002
   Operating revenue            $ 73,270   $  84,360  $  91,123  $  91,992
   Operating income               13,693      15,983     16,129     16,243
   Income before income taxes     14,451      16,705     16,778     16,926
   Net income                      9,538      11,025     11,073     11,171
   Basic earnings per share         0.19        0.22       0.22       0.22

(1)  See Note 5 to the consolidated financial statements.


                                       25
<PAGE>

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

        Column A                   Column B         Column C          Column D     Column E
-------------------------------------------------------------------------------------------
                                                  Charges To
                                              ---------------------
                                  Balance At    Cost                               Balance
                                  Beginning      And       Other                   At End
       Description                of Period    Expense    Accounts    Deductions  of Period
-------------------------------------------------------------------------------------------
Allowance for doubtful accounts:
<S>                               <C>         <C>         <C>         <C>         <C>
Year ended December 31, 2003      $650,000    $ 42,677    $    -      $ 17,677    $ 675,000
Year ended December 31, 2002       402,812     248,986         -         1,798      650,000
Year ended December 31, 2001       402,812     178,457         -       178,457      402,812

</TABLE>

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

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

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

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

ITEM 9A. CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operations  of the Company's
disclosure  controls  and  procedures,  and as  defined  in  Exchange  Act  Rule
15d-15(e). Based upon that evaluation, the Company's Chief Executive Officer and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures are effective in enabling the Company to record,  process,  summarize
and report  information  required to be included in the  Company's  periodic SEC
filings  within  the  required  time  period.  There have been no changes in the
Company's  internal  controls over financial  reporting that occurred during the
Company's  most  recent  fiscal  quarter  that has  materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.


                                       26
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  required  by Item 10 of Part III is  presented  under the
items  entitled  "Information  Concerning  Directors  and  Executive  Officers,"
"Section  16(a)  Beneficial  Ownership  Reporting   Compliance,"  "Meetings  and
Independent  Directors," and "Code of Ethics" in the Company's  Definitive Proxy
Statement  for  the  Annual  Meeting  of  Stockholders  on  May  6,  2004.  Such
information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by Item 11 of Part III is presented under the item
entitled  "Executive  Compensation" in the Company's  Definitive Proxy Statement
for the Annual  Meeting of  Stockholders  on May 6, 2004.  Such  information  is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by Item 12 of Part III is presented under the item
entitled  "Security  Ownership of Principal  Stockholders and Management" in the
Company's  Definitive  Proxy Statement for the Annual Meeting of Stockholders on
May 6, 2004. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 13 of Part III is presented under the item
entitled  "Certain  Relationships  and Related  Transactions"  in the  Company's
Definitive  Proxy  Statement for the Annual  Meeting of  Stockholders  on May 6,
2004. Such information is incorporated herein by reference.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     Information  regarding  principal  auditor  fees and  services is set forth
under  "Principal  Auditor  Fees and  Services"  in the Proxy  Statement,  which
information is incorporated herein by reference.


                                       27
<PAGE>

                                     PART IV

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

(a)  Financial Statements and Schedules.

     (a)  (1) Financial Statements: See Part II, Item 8 hereof.
                                                                          Page
Independent Auditors' Report - KPMG LLP................................... 13
Report of Independent  Accountants - Arthur Andersen LLP.................. 14
Consolidated  Balance Sheets.............................................. 15
Consolidated Statements of Operations..................................... 16
Consolidated Statements of Stockholders' Equity........................... 17
Consolidated Statements of Cash Flows..................................... 18
Notes to Consolidated Financial Statements................................ 19

     (a)  (2) Financial Statement Schedules


Schedule II - Valuation and Qualifying Accounts and Reserves.............. 26

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

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



                                  EXHIBIT INDEX


Exhibit No.            Document                            Method of Filing

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

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

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

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

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


                                       28
<PAGE>

  4.3         Certificate of Amendment               Incorporated by reference
              to 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                 Incorporated by reference
              dated June 6, 1997 between             to the Company's Form 10-K
              Larry Crouse as trustee under          for the year ended December
              the Gerdin Educational Trusts and      31, 1997. Commission file
              Larry Crouse voting trustee.           No. 0-15087.

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

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

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

  16          Letter of Arthur Andersen LLP          Incorporated by reference
              regarding change in certifying         to the Company's Form 10-K
              accountant.                            for the year ended December
                                                     31, 2002.  Commission file
                                                     No. 0-15087.

  21          Subsidiaries of the Registrant         Filed herewith.

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

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


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

(b)    Reports on Form 8-K

     Report on Form 8-K,  dated  October  21,  2003,  announcing  the  Company's
     financial  results for the quarter ended September 30, 2003.
     Report on Form 8-K, dated December 10, 2003,  announcing the Declaration of
     a Quarterly Cash Dividend.



                                       29
<PAGE>

                                   SIGNATURES

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

                                                    HEARTLAND EXPRESS, INC.
Date: March 10, 2004                                By:   /s/ Russell A. Gerdin
                                                    Russell A. Gerdin
                                                    President and Chief
                                                    Executive Officer
                                                   (principal executive officer)


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

     Signature                        Title                         Date

/s/ Russell A. Gerdin       Chairman, President and
Russell A. Gerdin           Chief Executive Officer
                            and Secretary,
                           (principal executive officer)       March 10, 2004

/s/ John P. Cosaert         Executive Vice President
John P. Cosaert             of Finance, Chief Financial
                            Officer and Treasurer
                           (principal accounting and
                            financial officer)                 March 10, 2004

/s/ Richard O. Jacobson     Director                           March 10, 2004
Richard O.Jacobson


/s/ Michael J. Gerdin       Vice President of Regional
Michael J. Gerdin           Operations and Director            March 10, 2004

/s/ Benjamin J. Allen       Director                           March 10, 2004
Benjamin J. Allen


/s/ Lawrence D. Crouse      Director                           March 10, 2004
Lawrence D. Crouse



                                       30
<PAGE>

Exhibit No. 21




                         Subsidiaries of the Registrant

            Heartland Express, Inc.                    Parent

            A & M Express, Inc.                        Subsidiary

            Heartland Equipment, Inc.                  Subsidiary

            Heartland Express, Inc. of Iowa            Subsidiary



















<PAGE>

Exhibit No. 31.1

                                  Certification


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

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

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining  disclosure control and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal
     control over financial reporting (as defined in Exchange Act Rule 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 quarterly report is
     being prepared;

b)   Designed  such internal  control over  financial  reporting,  or cause such
     disclosure controls and procedures 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)   Evaluate the  effectiveness  of the  registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness  of the controls and procedures,  as of the end of the period
     covered by this report based on such evaluation; and

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

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

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

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


Date:  March 10, 2004                            /s/ Russell A. Gerdin
                                                 Russell A. Gerdin
                                                 Chairman, President and
                                                 Chief Executive Officer
<PAGE>


                                  Certification

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

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

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

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

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining  disclosure control 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  Rule  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 quarterly report is
     being prepared;

b)   Designed  such internal  control over  financial  reporting,  or cause such
     disclosure controls and procedures 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)   Evaluate the  effectiveness  of the  registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness  of the controls and procedures,  as of the end of the period
     covered by this report based on such evaluation; and

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

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

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

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


Date:  March 10, 2004                           /s/ John P. Cosaert
                                                John P. Cosaert
                                                Executive Vice President-Finance
                                                Chief Financial Officer and
                                                Treasurer
                                               (principal accounting and
                                                financial officer)
<PAGE>

Exhibit No. 32


                            CERTIFICATION PURSUANT 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 the
Annual Report of Heartland Express, Inc., on Form 10-K for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the  Securities  Exchange  Act of 1934,  as  amended,  and  that  information
contained  in such Annual  Report on Form 10-K fairly  presents in all  material
respects the financial condition and results of operations of Heartland Express,
Inc.


Dated:   March 10, 2004                             By /s/ Russell A. Gerdin
                                                    Russell A. Gerdin
                                                    Chairman, President and
                                                    Chief Executive Officer

     I, John P. Cosaert, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that the Annual
Report of  Heartland  Express,  Inc.,  on Form 10-K for the  fiscal  year  ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the  Securities  Exchange  Act of 1934,  as  amended,  and  that  information
contained  in such Annual  Report on Form 10-K fairly  presents in all  material
respects the financial condition and results of operations of Heartland Express,
Inc.


Dated: March 10, 2004                                By: /s/ John P. Cosaert
                                                     John P. Cosaert
                                                     Executive Vice President
                                                     And Chief Financial Officer



                                 End of Report