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, 2004
                                       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
$828,829,000 based on the average closing bid and asked price of common stock on
June 30, 2004, 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 February
28, 2005 was 75,000,000.

Portions  of the  Proxy  Statement  of  Registrant  for the  Annual  Meeting  of
Stockholders  to be held on May 12,  2005 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                                          13

Item 8.     Financial Statements and Supplementary Data                13

Item 9.     Changes in and Disagreements With Accountants
            on Accounting and Financial Disclosure                     27

Item 9A.    Controls and Procedures                                    27

Item 9B.    Other Information                                          28

                             Part III

Item 10.    Directors and Executive Officers of the Registrant         28

Item 11.    Executive Compensation                                     28

Item 12.    Security Ownership of Certain Beneficial Owners and
            Management                                                 28

Item 13.    Certain Relationships and Related Transactions             28

Item 14.    Principal Accounting Fees and Services                     28

                             Part IV

Item 15.    Exhibits, Financial Statement Schedules                    29



<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 eighteen  years from 1986 to 2004,  Heartland
has grown to $457.1  million in revenue  from $21.6  million  and net income has
increased  to $62.4  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 United States Department of Transportation (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 (525-mile average length of haul in
2004) 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 59.3%,  44.1%,
and 32.9% of revenue,  respectively,  in 2004. 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 13.7%
of revenue in 2004.  No other  customer  accounted for as much as ten percent of
revenue.

Seasonality

     The nature of the Company's primary traffic (appliances,  automotive parts,
consumer products, paper products, packaged foodstuffs, and retail goods) causes
it to be distributed  with relative  uniformity  throughout  the year.  However,
seasonal variations during and after the winter holiday season have historically
resulted in reduced shipments by several  industries  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, 2004,  Heartland  employed  2,850  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 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-operator   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. Tractors
purchased prior to 2004 are manufactured by Freightliner LLC, a Daimler Chrysler
Company. In June, 2004 the Company began the replacement of their entire tractor
fleet with trucks manufactured by Navistar  International  Corporation.  Most of
the Company's  trailers are  manufactured  by Wabash National  Corporation.  The
Company's  policy is to operate its  tractors  while under  warranty to minimize
repair  and  maintenance  cost  and  reduce  service   interruptions  caused  by
breakdowns.  In  addition,  the  Company's  preventive  maintenance  program  is
designed  to minimize  equipment  downtime,  facilitate  customer  service,  and
enhance  trade  value  when  equipment  is  replaced.  Factors  considered  when
purchasing  new equipment  include fuel  economy,  price,  technology,  warranty
terms,  manufacturer support,  driver comfort, and resale value.  Owner-operator
tractors are inspected by the Company for compliance with operational and safety
requirements  of the  Company  and the  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).  The new engines have  resulted in a  significant  increase in the
cost of new tractors,  lower fuel efficiency,  and higher maintenance costs. All
2004 and future  tractor  purchases  by the Company  will  include  engines that
conform to the new  standards.  As a result of these  purchases,  the  operating
costs associated with tractors are expected to increase.

Fuel

     The Company purchases fuel through a network of approximately 46 fuel stops
throughout  the  United  States  at  which  the  Company  has  negotiated  price
discounts.  Bulk fuel sites are maintained at all ten of the Company's  terminal
locations in order to take advantage of volume  pricing.  Both  aboveground  and
underground  storage  tanks are  utilized  at the bulk fuel  sites.  Exposure to
environmental  clean up costs is minimized by periodic inspection and monitoring
of the tanks.

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

Competition

     The  truckload  industry is highly  competitive  and 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   (525-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 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.
As the Company has made  concerted  efforts to work with shippers and drivers to
minimize the impact of the revised hours-of-service  regulations,  they have had
minimal  effect  on  our   operations  due  to  proper   planning  and  customer
cooperation.  On July 16,  2004,  the U.S.  Court of Appeals for the District of
Columbia issued a decision vacating the new hours-of-service regulations because
of concerns for driver health and safety. On September 30, 2004 the extension of
the Federal  highway bill signed into law by the President  extended the current
hours of service rules for one year or whenever the Federal Motor Carrier Safety
Administration (FMCSA) develops a new set of regulations, whichever comes first.
The FMCSA will continue to enforce the new  hours-of-service  regulations during
this period. The course of action by the FMCSA is unknown at this time.

     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 owns  regional  facilities in Ft.  Smith,  Arkansas;  O'Fallon,
Missouri;  Atlanta, Georgia; Columbus, Ohio; Jacksonville,  Florida;  Kingsport,
Tennessee;   Olive  Branch,   Mississippi;   Chester,  Virginia;  and  Carlisle,
Pennsylvania.  A company-owned facility in Dubois,  Pennsylvania is being leased
to an  unrelated  third party.  A  company-owned  facility in Columbus,  Ohio is
available for rent.



                                       4
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

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

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

     During the fourth  quarter of 2004, 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, 2003 to  December  31,  2004.  The prices and  dividends
declared have been restated to reflect a three-for-two stock split on August 20,
2004.

                                                              Dividends Declared
      Period                   High              Low           Per Common Share
 Calendar Year 2004
    1st Quarter              $ 16.76           $ 14.08              $.013
    2nd Quarter                18.33             14.79               .013
    3rd Quarter                18.88             16.87               .020
    4th Quarter                23.21             17.81               .020

 Calendar Year 2003
    1st Quarter              $ 15.43           $ 11.36              $   -
    2nd Quarter                16.28             12.65                  -
    3rd Quarter                17.95             14.83               .013
    4th Quarter                17.73             15.55               .013


     The prices reported reflect interdealer quotations without retail mark-ups,
markdowns or  commissions,  and may not  represent  actual  transactions.  As of
January 25, 2005 the Company had 242 stockholders of record of its common stock.
However,  the Company  estimates that it has a  significantly  greater number of
stockholders  because a substantial  number of the Company's  shares are held of
record by brokers or dealers for their customers in street names.

Dividend Policy

     During the third quarter of 2003 the Company  announced the  implementation
of a  quarterly  cash  dividend  program.  The  Company  has  declared  and paid
quarterly dividends for the past six quarters, the last two quarters in 2003 and
the four for 2004.  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.



                                       5
<PAGE>

Stock Split

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

Stock Based Compensation

     At December  31, 2004 the Company has a  restricted  stock award plan.  The
plan shares are being amortized over a five year period as compensation expense.
Amortized  compensation  expense of $380,427 and $364,851 for the twelve  months
ended December 31, 2004 and 2003, respectively,  is recorded in salaries, wages,
and benefits on the  statement of  operations.  The  unamortized  portion of the
stock awards is recorded in stockholders' equity as unearned  compensation.  All
unvested shares are included in the Company's 75.0 million outstanding shares.

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)
<S>                                   <C>        <C>       <C>         <C>       <C>
                                         2004       2003      2002        2001      2000
                                      ---------  ---------  ---------  ---------  ---------
Income Statement Data:
Operating revenue                     $ 457,086  $ 405,116  $ 340,745  $ 294,617  $ 274,827
                                      ---------  ---------  ---------  ---------  ---------
Operating expenses:
  Salaries, wages, and benefits         157,505    141,293    109,960     87,643     73,847
  Rent and purchased transportation      36,757     49,988     64,159     65,912     75,191
  Operations and maintenance             96,202     75,516     56,335     47,903     42,651
  Taxes and licenses                      8,996      8,403      7,144      6,189      5,952
  Insurance and claims                   16,545      2,187      9,193      7,619      6,706
  Communications and utilities            3,669      3,605      2,957      2,903      2,952
  Depreciation                           29,628     26,534     20,379     17,001     16,285
  Other operating expenses               14,401     12,539      8,843      6,814      6,505
  (Gain) loss on disposal of
  fixed assets                             (175)       (46)      (274)        14     (1,512)
                                      ---------  ---------  ---------  ---------  ---------
                                        363,528    320,019    278,696    241,998    228,577
                                      ---------  ---------  ---------  ---------  ---------
      Operating income                   93,558     85,097     62,049     52,619     46,250
Interest income                           3,071      2,046      2,811      4,435      5,726
                                      ---------  ---------  ---------  ---------  ---------
Income before income taxes               96,629     87,143     64,860     57,054     51,976
Income taxes                             34,183     29,922     22,053     19,398     17,672
                                      ---------  ---------  ---------  ---------  ---------
Net income                            $  62,446  $  57,221  $  42,807  $  37,656  $  34,304
                                      =========  =========  =========  =========  =========
Basic weighted average shares
outstanding (1)                          75,000     75,000     75,000     75,000     75,512
                                      =========  =========  =========  =========  =========
Basic earnings per share (1)          $     .83  $     .76  $    0.57  $    0.50  $    0.45
                                      =========  =========  =========  =========  =========

Balance sheet data:
Net working capital                   $ 242,472  $ 186,648  $ 146,297  $ 147,904  $ 118,506
Total assets                            517,012    448,407    373,108    314,238    268,055
Stockholders' equity                    389,343    331,516    275,930    232,789    195,134
</TABLE>

(1) All periods have been adjusted to reflect the three-for-two stock split.


                                       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  2004,  freight  revenue,
excluding fuel  surcharge,  increased 9.9% to $428.6 million from $389.8 million
in 2003.

     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.  During 2004 the Company  purchased $58.8
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 Company  continues  to work with  shippers  and drivers to minimize the
impact of the  revised  DOT  hours-of-service  regulations  that took  effect on
January  4, 2004.  These  revised  regulations  have had  minimal  effect on our
operations to date primarily due to proper planning and customer cooperation. On
July 16, 2004, the U.S.  Court of Appeals for the District of Columbia  issued a
decision vacating the new  hours-of-service  regulations because of concerns for
driver  health and safety.  On September  30, 2004 the  extension of the Federal
highway bill signed by the President extended the current hours of service rules
for one year or whenever the FMCSA develops a new set of regulations,  whichever
comes first.  The FMCSA will  continue to enforce  hours-of-service  regulations
during this period. The course of action by the FMCSA is unknown at this time.

     In addition  to the  revised  hours-of-service  regulations,  the  trucking
industry is  experiencing a shortage of qualified  drivers.  In order to attract
and retain  experienced  drivers,  the Company  increased pay for all drivers by
$0.03 per mile during the first quarter of 2004.  Effective October 2, 2004, the
Company began paying all drivers an  additional  $0.07 per mile for miles driven
in the upper  Northeastern  United States.  Effective the first quarter of 2005,
the Company will increase driver pay an additional  $0.03 per mile. The 2004 and
the  first  quarter  2005  driver  pay  increases   will  increase   driver  pay
approximately  15% over the 2003 period.  Management  believes  that the Company
continues  to offer one of the highest pay  packages in the  industry.  This pay
package  along with  increased  recruiting  efforts  should allow the Company to
attract qualified drivers; however, a long term shortage of drivers could hinder
growth.

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 the 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.

                                       7
<PAGE>

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

Results of Operations

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

                                             Year Ended December 31,
                                     ----------------------------------------
                                           2004        2003        2002
                                         -------     -------     -------
Operating revenue                         100.0%      100.0%      100.0%
                                         -------     -------     -------
Operating expenses:
   Salaries, wages, and benefits           34.4%       34.9%       32.3%
   Rent and purchased transportation        8.0        12.4        18.8
   Operations and maintenance              21.0        18.6        16.5
   Taxes and licenses                       2.0         2.1         2.1
   Insurance and claims                     3.6         0.5         2.7
   Communications and utilities             0.8         0.9         0.9
   Depreciation                             6.5         6.5         6.0
   Other operating expenses                 3.2         3.1         2.6
  (Gain) on disposal of fixed assets       (0.0)       (0.0)       (0.1)
                                         -------     -------     -------
   Total operating expenses                79.5%       79.0%       81.8%
                                         -------     -------     -------
        Operating income                   20.5%       21.0%       18.2%
Interest income                             0.7         0.5          0.8
                                         -------     -------     -------
   Income before income taxes              21.2%       21.5%       19.0%
Federal and state income taxes              7.5         7.4          6.4
                                         -------     -------     -------
    Net income                             13.7%       14.1%       12.6%
                                         =======     =======     =======



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

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

     Salaries,  wages, and benefits  increased $16.2 million (11.5%),  to $157.5
million in 2004 from $141.3 million in 2003.  These increases were primarily the
result of increased reliance on employee drivers due to a decrease in the number
of  independent  contractors  utilized by the Company and a driver pay increase.
The pay increase was consistent with the Company strategy to "promote  retention
of quality drivers" as well as incent drivers to accept loads into the Northeast
corridor of the United States.  During 2004,  employee drivers accounted for 88%
and independent  contractors 12% of the total fleet miles, compared with 82% and
18%, respectively, in 2003. Workers' compensation expense decreased $0.9 million
(10.9%) to $7.6 million in 2004 from $8.6  million in 2003.  The 2003 period was
increased by a $2.9  million  adjustment  as a result of an actuarial  review of
claims.  Excluding the 2003 increase to claims reserves related to the actuarial
review,  workers' compensation expense increased 35.2% during the year due to an
increase in the frequency and severity of claims.

     Rent and purchased transportation decreased $13.2 million (26.5%), to $36.8
million  in 2004 from  $50.0  million  in 2003.  This  reflected  the  Company's
decreased   reliance   upon   independent   contractors.   Rent  and   purchased
transportation for both periods includes amounts paid to independent contractors
for fuel surcharge.

     Operations and maintenance increased $20.7 million (27.4%) to $96.2 million
in 2004 from $75.5  million in 2003.  The  increase,  primarily  related to fuel
expense,  is attributable  to increased  reliance on the Company owned fleet and
record high fuel prices.  Fuel prices during 2004 were higher  compared to 2003.
While the fuel surcharge has mitigated some of the increase in fuel costs,  fuel
pricing  remains the largest cost,  outside of wages and benefits.  Average fuel
cost per Company  owned  tractor mile  increased  21.7% during 2004  compared to
2003.

                                       8
<PAGE>

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

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

     Other operating expenses  increased $1.9 million (14.9%),  to $14.4 million
in 2004 from $12.5 million in 2003.  Other operating  expenses  consist of costs
incurred for  advertising  expense,  freight  handling,  highway  tolls,  driver
recruiting expenses,  and administrative costs. During 2004, advertising expense
relating to driver  recruiting  increased  $0.3  million  compared to 2003 while
freight  handling  and highway  tolls  increased  $1.4  million and $0.2 million
respectively.

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

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

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 reported in 2002.

     Salaries,  wages, and benefits  increased $31.4 million (28.5%),  to $141.3
million in 2003 from  $109.9  million in 2002.  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 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.

                                       9
<PAGE>

     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.
Average fuel costs 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 million
from $0.5 million for claims  incurred  after April 1, 2003.  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.

     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 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.

     Adjustments  in the fourth quarter of 2003 to  self-insurance  reserves for
workers'  compensation and accident  liability resulted in operating income, net
income  and  earnings  per  share  of $8.3  million,  $5.4  million  and  $0.07,
respectively.  Net income for 2003  increased  21.1%  excluding the  adjustments
related to the actuarial reviews.

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, 2004, was
net cash provided by operating  activities of $103.5  million  compared to $97.1
million in the corresponding 2003 period.

     Capital expenditures for property and equipment, net of trade-ins,  totaled
$43.9 million for the year during 2004  compared to $47.1  million  during 2003.
Capital  expenditures for revenue  equipment,  net of trades, are expected to be
approximately $45.8 million in 2005.

     The Company paid cash  dividends  of $4.5 million in 2004  compared to $1.0
million in 2003. The Company began paying cash dividends in the third quarter of
2003.

     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  $258.3  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

                                       10
<PAGE>

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 2002,  2003,  and 2004,
thus increasing our cost of operations. In addition to the increased fuel costs,
the reduced fuel  efficiency of the new engines will put additional  pressure on
profitability due to increased fuel consumption.  Competitive  conditions in the
transportation industry, such as lower demand for transportation services, could
affect the Company's ability to obtain rate increases or fuel surcharges.

Contractual Obligations and Commercial Commitments

     The  following  sets  forth  our  contractual  obligations  and  commercial
commitments  at December  31,  2004.  As of December 31, 2004 the Company has no
debt outstanding.

                                            Commitments Expiration by
                                                     Period
                                  ----------------------------------------------
                                      Total      Less than 1 year    1 - 3 years

Purchase Obligations (1)          $ 92,675,000     $ 45,796,000     $ 46,879,000
Operating Lease Obligations (2)   $    124,844     $    124,844     $          -
Standby letters of credit (3)     $  4,560,000     $  4,560,000     $          -
                                  ----------------------------------------------
Total                             $ 97,359,844     $ 50,480,844     $ 46,879,000
                                  ==============================================


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

(2) The operating lease  obligation is for the Company's  corporate  offices and
expires May 31, 2005. The lease contains a five-year renewal option.

(3) The standby  letters of credit are  primarily  required  for  self-insurance
purposes and there are no balances outstanding on the letters of credit.

The Company has no contractual obligations extending beyond December 31, 2006.

                                       11
<PAGE>

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.

     The Company generates a significant amount of its revenues from a few major
customers.  For the year ended December 31, 2004, the Company's top 25 customers
accounted for 59% of its revenue.  A reduction or a termination of business with
a major customer could have a material adverse effect on financial results.

     The availability and cost of petroleum are affected by worldwide political,
economic, and market factors that are beyond our control.  Shortages of fuel and
the  resulting  increase  in the price of diesel can have an  adverse  impact on
operations and  profitability.  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, EPA emissions control  regulations  require that
newly  manufactured  diesel engines must satisfy  considerably  more restrictive
emissions standards.  Additional changes to engine design requirements will take
effect in 2007. The costs of compliance with the EPA engine design  requirements
have  significantly  increased  new equipment  prices and further  increases may
result in connection with the implementation of the 2007 standards. In addition,
the EPA compliant  engines are less fuel efficient.  To the extent we are unable
to offset increased expenses associated with the EPA mandate with rate increases
or cost savings, our results of operations could be adversely affected.

     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 independent contractors has declined due to high fuel prices and
the decreased  availability of tractor  financing.  The Company expects that the
hiring of  qualified  drivers will remain  competitive.  A shortage of qualified
drivers and independent  contractors for an extended period of time could effect
the growth and operating  results of the Company.  The Company  increased driver
compensation the first quarter of 2004 and is implementing a comparable increase
in the  first  quarter  of 2005.  In the  fourth  quarter  of 2004  the  Company
increased driver pay for miles driven in the upper  Northeastern  United States.
Increases  in driver  compensation  could  adversely  affect our earnings if not
offset by corresponding increases in freight rates.

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

                                       12
<PAGE>

The Company's current insurance  policies expire in 2005.  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, 2004 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, 2004 and therefore,
has no market risk related to debt.

     As  of  December  31,  2004,  the  Company  has  no  derivative   financial
instruments to reduce its exposure to diesel fuel price fluctuations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             Report of Independent Registered Public Accounting Firm

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

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's Report on Internal Control Over Financial Reporting appearing under
Item 9A, that Heartland  Express,  Inc. (a Nevada  corporation) and subsidiaries
(the Company) maintained  effective internal control over financial reporting as
of   December   31,   2004,   based  on   criteria   established   in   Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway  Commission (COSO). The Company's  management is responsible for
maintaining  effective  internal  control over  financial  reporting and for its
assessment of the  effectiveness of internal  control over financial  reporting.
Our  responsibility  is to express an opinion on management's  assessment and an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting based on our audit.

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

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

                                       13
<PAGE>

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

In our  opinion,  management's  assessment  that  Heartland  Express,  Inc.  and
subsidiaries  maintained  effective internal control over financial reporting as
of December 31, 2004,  is fairly  stated,  in all  material  respects,  based on
criteria  established  in Internal  Control-Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway Commission (COSO).  Also,
in our opinion,  the Company  maintained,  in all material  respects,  effective
internal  control over  financial  reporting  as of December 31, 2004,  based on
criteria  established  in Internal  Control-Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
Heartland  Express,  Inc. and subsidiaries as of December 31, 2004 and 2003, and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
2004, and our report dated February 9, 2005, expressed an unqualified opinion on
those consolidated financial statements.


Des Moines, Iowa
February 9, 2005







































                                       14
<PAGE>



             Report of Independent Registered Public Accounting Firm



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,  2004  and  2003,  and  the  related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for each of the years in the
three-year  period ended December 31, 2004. In connection with our audits of the
consolidated financial statements,  we have also audited the financial statement
Schedule II. These  consolidated  financial  statements and financial  statement
schedule are the responsibility of the Company's management.  Our responsibility
is to  express  an  opinion  on  these  consolidated  financial  statements  and
financial statement schedule based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Heartland Express,
Inc. and  subsidiaries  as of December 31, 2004 and 2003, and the results of its
operations  and its cash  flows of each of the  years in the  three-year  period
ended December 31, 2004, in conformity with U.S. generally  accepted  accounting
principles.  Also in our opinion,  the related financial  statement  Schedule II
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.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal  control over  financial  reporting  as of December 31, 2004,  based on
criteria  established  in Internal  Control-Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated February 9, 2005,  expressed an unqualified opinion on management's
assessment of, and the effective  operation of, internal  control over financial
reporting.





                                    KPMG LLP

Des Moines, Iowa
February 9, 2005








                                       15
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                           December 31,
                        ASSETS                         2004             2003
CURRENT ASSETS
<S>                                              <C>              <C>
   Cash and cash equivalents .................   $   1,610,543    $  38,618,430
   Investments ...............................     256,727,782      163,812,725
   Trade receivables, net of allowance
    for doubtful accounts of  $775,000 and
    $675,000, respectively ...................      37,102,813       36,836,728
   Prepaid tires and tubes ...................       2,692,090        2,529,580
   Deferred income taxes .....................      24,964,000       21,308,000
   Other current assets ......................         158,267          673,101
                                                 -------------    -------------
      Total current assets ...................     323,255,495      263,778,564
                                                 -------------    -------------
PROPERTY AND EQUIPMENT
   Land and land improvements ................       9,543,953        6,912,819
   Buildings .................................      17,494,255       19,777,586
   Furniture and fixtures ....................       1,210,424        1,210,424
   Shop and service equipment ................       2,557,654        2,043,356
   Revenue equipment .........................     222,842,499      202,706,807
                                                 -------------    -------------
                                                   253,648,785      232,650,992
   Less accumulated depreciation .............      68,973,751       56,951,186
                                                 -------------    -------------
   Property and equipment, net ...............     184,675,034      175,699,806
                                                 -------------    -------------
GOODWILL .....................................       4,814,597        4,814,597
OTHER ASSETS .................................       4,266,725        4,113,589
                                                 -------------    -------------
                                                 $ 517,011,851    $ 448,406,556
                                                 =============    =============

                   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued liabilities ..   $   9,722,099    $  15,684,826
   Compensation and benefits .................      11,151,523       10,704,329
   Income taxes payable ......................       7,918,914        7,720,875
   Insurance accruals ........................      45,995,442       37,125,109
   Other accruals ............................       5,995,943        5,895,502
                                                 -------------    -------------
     Total current liabilities ...............      80,783,921       77,130,641
                                                 -------------    -------------
DEFERRED INCOME TAXES ........................      46,885,000       39,760,000
                                                 -------------    -------------
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: 75,000,000 in 2004 and
     50,000,000 in 2003 ......................         750,000          500,000
     Additional paid-in capital ..............       8,510,305        8,510,305
     Retained earnings .......................     380,906,884      323,710,296
                                                 -------------    -------------
                                                   390,167,189      332,720,601
     Less unearned compensation ..............        (824,259)      (1,204,686)
                                                 -------------    -------------
                                                   389,342,930      331,515,915
                                                 -------------    -------------
                                                 $ 517,011,851    $ 448,406,556
                                                 =============    =============
</TABLE>


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


                                       16
<PAGE>



              16


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                        Years Ended December 31,
                                            -----------------------------------------------
                                                 2004             2003             2002
                                            -------------    -------------    -------------
<S>                                         <C>              <C>              <C>
Operating revenue .......................   $ 457,086,311    $ 405,116,097    $ 340,745,026
                                            -------------    -------------    -------------

Operating expenses:
   Salaries, wages, and benefits ........     157,505,082      141,292,791      109,959,772
   Rent and purchased transportation ....      36,757,494       49,988,074       64,159,365
   Operations and maintenance ...........      96,202,224       75,516,232       56,334,769
   Taxes and licenses ...................       8,996,380        8,402,986        7,144,078
   Insurance and claims .................      16,544,050        2,187,537        9,192,632
   Communications and utilities .........       3,668,494        3,604,661        2,956,810
   Depreciation .........................      29,628,157       26,533,937       20,378,720
   Other operating expenses .............      14,401,075       12,538,652        8,843,137
   Gain on disposal of fixed assets .....        (174,831)         (45,782)        (273,549)
                                            -------------    -------------    -------------
                                              363,528,125      320,019,088      278,695,734
                                            -------------    -------------    -------------

   Operating income .....................      93,558,186       85,097,009       62,049,292
Interest income .........................       3,070,956        2,045,793        2,811,181
                                            -------------    -------------    -------------
   Income before income taxes ...........      96,629,142       87,142,802       64,860,473
Income taxes ............................      34,182,554       29,921,477       22,052,559
                                            -------------    -------------    -------------

   Net income ...........................   $  62,446,588    $  57,221,325    $  42,807,914
                                            =============    =============    =============

Basic earnings per share ................   $        0.83    $        0.76    $        0.57
                                            =============    =============    =============


Basic weighted average shares outstanding      75,000,000       75,000,000       75,000,000
                                            =============    =============    =============

Dividends declared per share ............   $       0.067    $       0.027    $        --
                                            =============    =============    =============
</TABLE>

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






















                                       17
<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, 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, $0.027 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
Net income ................................                                        62,446,588                        62,446,588
Dividends on common stock, $0.067 per share            --               --         (5,000,000)            --         (5,000,000)
Stock split (Note 6) ......................         250,000             --           (250,000)            --               --
Amortization of unearned compensation .....            --               --               --            380,427          380,427
                                              -------------    -------------    -------------    -------------    -------------
Balance, December 31, 2004 ................   $     750,000    $   8,510,305    $ 380,906,884    $    (824,259)   $ 389,342,930
                                              =============    =============    =============    =============    =============

</TABLE>
































The  accompanying  notes are an integral  part of these  consolidated  financial
statements. 18


                                       18
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                               Years Ended December 31,
                                                                   -----------------------------------------------
                                                                         2004             2003             2002
                                                                   -------------    -------------    -------------
OPERATING ACTIVITIES
<S>                                                                <C>              <C>              <C>
Net income .....................................................   $  62,446,588    $  57,221,325    $  42,807,914
Adjustments to reconcile to net cash
   provided by operating activities:
   Depreciation and amortization ...............................      29,648,161       26,553,933       20,390,389
   Deferred income taxes .......................................       3,469,000        9,497,000        5,317,000
   Amortization of unearned compensation .......................         380,427          364,851          332,598
   Gain on disposal of fixed assets ............................        (174,831)         (45,782)        (273,549)
   Changes in certain working capital items:
     Trade receivables .........................................        (266,085)      (3,824,334)      (7,311,959)
     Other current assets ......................................         514,834        2,228,270         (678,174)
     Prepaids ..................................................        (328,830)         (52,757)        (475,454)
     Accounts payable, accrued liabilities,
     and accrued expenses.......................................       7,631,300        3,491,247        8,399,063
     Accrued income taxes ......................................         198,039        1,650,557         (623,080)
                                                                   -------------    -------------    -------------
Net cash provided by operating activities ......................     103,518,603       97,084,310       67,884,748
                                                                   -------------    -------------    -------------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment ...................         956,731          173,624       10,159,471
Additions to property and equipment ............................     (43,899,131)     (47,062,344)     (58,469,994)
Acquisition of business ........................................            --               --        (26,719,495)
Net (purchases) sales of municipal bonds .......................     (92,915,057)     (24,758,061)      16,446,425
Other ..........................................................        (173,140)        (627,597)         (69,430)
                                                                   -------------    -------------    -------------
Net cash used in investing activities ..........................    (136,030,597)     (72,274,378)     (58,653,023)
                                                                   -------------    -------------    -------------

FINANCING ACTIVITIES, cash dividend ............................      (4,495,893)        (998,260)            --
                                                                   -------------    -------------    -------------

Net increase (decrease) in cash and cash equivalents ...........     (37,007,887)      23,811,672        9,231,725
CASH AND CASH EQUIVALENTS
Beginning of year ..............................................      38,618,430       14,806,758        5,575,033
                                                                   -------------    -------------    -------------
End of year ....................................................   $   1,610,543    $  38,618,430    $  14,806,758
                                                                   =============    =============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
   Income taxes ................................................   $  30,515,515    $  18,773,920    $  17,358,639
Noncash investing activities:
   Book value of revenue equipment traded ......................   $  20,379,184    $   2,338,332    $  25,770,052
</TABLE>

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













                                       19
<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. The Company previously  reported municipal bonds with a reset provision of
three months or less as a cash  equivalent.  The Company is now  classifying all
municipal  bonds based upon their original  maturity date without respect to any
reset  provisions.  Reclassifications  have been  completed on all prior periods
reported  herein to be consistent  with this change.  Restricted  and designated
cash and investments  totaling $4.2 million in 2004 and $4.0 million in 2003 are
classified as other assets.  The restricted  funds  represent those required for
self-insurance  purpose and  designated  funds that are earmarked for a specific
purpose not for general business use.

Investments:

     The Company  investments  are  primarily in the form of tax free  municipal
bonds  with  interest  reset  provisions  or  short-term  municipal  bonds.  The
investments  typically have a put option of 28 or 35 days. At the reset date the
Company has the option to roll the investment over or sell. The Company receives
the par value of the investment on the reset date if sold. 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, 2004 and 2003  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.




                                       20
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Trade Receivables and Allowance for Doubtful Accounts:

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

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 than sold
and the cash paid in the trade represents less than 25% of the fair market value
of the  equipment  acquired,  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.

Advertising Costs:

     The Company expenses all advertising  costs as incurred.  Advertising costs
are  included in other  operating  expenses in the  Consolidated  Statements  of
Operations.

Depreciation Expense:

     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.
Effective June 1, 2004 the Company changed this method  prospectively.  The 125%
declining balance is applied to the historic cost of the tractor and depreciated
down to the salvage  value.  This  change in method  increased  depreciation  by
approximately  $1.2 million  during the year ended  December  31, 2004.  The net
result is the same with the  Company  realizing  increased  depreciation  in the
early years of the asset. 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.



                                       21
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 subject to amortization.  Prior to 2002, goodwill
was  amortized  on a  straight-line  basis over a five year  period.  Management
determined  that no impairment  charge was required for the years ended December
31, 2004, 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 are equal to basic earnings per share. All earnings per share
data  presented  have been  restated to reflect a  three-for-two  stock split on
August 20, 2004.

Insurance and Claims accruals:

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

Impairment of Long-Lived Assets:

     On January 1, 2002, the Company adopted  Statement of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets"  (SFAS  No.  144).  The  Company  periodically  evaluates  property  and
equipment  for   impairment   upon  the  occurrence  of  events  or  changes  in
circumstances that indicate the carrying amount of asset may not be recoverable.
There were no impairment  charges recognized during the years ended December 31,
2004, 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




                                       22
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


any interest in such types of entities the adoption of this  Interpretation  did
not have a material impact upon its Consolidated Financial Statements.

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," a
revision of SFAS No. 123, which addresses the accounting for share-based payment
transactions.  SFAS  No. 123(R)  eliminates  the ability to account for employee
share-based compensation transactions using APB Opinion No. 25,  "Accounting for
Stock  Issued  to  Employees,"   and  generally   requires   instead  that  such
transactions be accounted and recognized in the statement of operations based on
their fair value. The Company does not anticipate that SFAS No. 123(R) will have
an impact on the Company.

     In December 2004,  the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets-An   Amendment  of  APB  Opinion  No. 29,   Accounting  for  Non-monetary
Transactions"  ("SFAS 153").  SFAS 153  eliminates the exception from fair value
measurement  for  non-monetary   exchanges  of  similar   productive  assets  in
paragraph 21(b)   of  APB   Opinion   No. 29,   "Accounting   for   Non-monetary
Transactions,"  and replaces it with an exception for exchanges that do not have
commercial  substance.  SFAS 153  specifies  that a  non-monetary  exchange  has
commercial  substance  if the future  cash flows of the entity are  expected  to
change significantly as a result of the exchange.  SFAS 153 is effective for the
fiscal  periods  beginning  after  June 15,   2005.  The  Company  is  currently
evaluating   the  effect  that  the  adoption  of  SFAS 153  will  have  on  its
consolidated   results  of  operations  and  financial  condition  and  has  not
determined the financial impact.

Reclassifications:

     Certain reclassifications have been made to prior year financial statements
to conform to the December 31, 2004 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%,
33%, and 37% of revenues for the years ended December 31, 2004,  2003, and 2002,
respectively.  Operating  revenue from one customer  exceeded 10% of total gross
revenues in 2004,  2003, and 2002.  Annual revenues for this customer were $62.7
million, $53.3 million, and $46.3 million for the years ended December 31, 2004,
2003, and 2002, respectively.

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.














                                       23
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                                        2004            2003
                                                    ------------   ------------

Deferred income tax liabilities,
related to property and equipment                   $ 46,885,000   $ 39,760,000
                                                    ============   ============
Deferred income tax assets:
   Allowance for doubtful accounts                  $    306,000   $    267,000
   Accrued expenses                                    5,872,000      5,303,000
   Insurance accruals                                 17,359,000     14,701,000
   Other                                               1,427,000      1,037,000
                                                    ------------   ------------
   Deferred income tax assets                       $ 24,964,000   $ 21,308,000
                                                    ============   ============

The income tax provision is as follows:
                                         2004           2003            2002
                                     ------------   ------------   ------------
Current income taxes:
Federal                              $ 27,905,357   $ 18,853,846   $ 15,372,814
State                                   2,808,197      1,570,631      1,362,745
                                     ------------   ------------   ------------
                                       30,713,554     20,424,477     16,735,559
                                     ------------   ------------   ------------
Deferred income taxes:
Federal                                 4,180,401      9,403,000      5,684,000
State                                    (711,401)        94,000       (367,000)
                                     ------------   ------------   ------------
                                        3,469,000      9,497,000      5,317,000
                                     ------------   ------------   ------------
Total                                $ 34,182,554   $ 29,921,477   $ 22,052,559
                                     ============   ============   ============

     The income tax provision differs from the amount determined by applying the
U.S. federal tax rate as follows:
                                         2004           2003            2002
                                     ------------   ------------   ------------

Federal tax at statutory rate (35%)  $ 33,820,200   $ 30,499,981   $ 22,701,166
State taxes, net of federal benefit     1,375,000      1,122,000        807,000
Non-taxable interest income            (1,045,000)      (675,000)      (907,000)
Other                                      32,354     (1,025,504)      (548,607)
                                     ------------   ------------   ------------
                                     $ 34,182,554   $ 29,921,477   $ 22,052,559
                                     ============   ============   ============


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.  The Company is expected to
exercise  the renewal  option on the lease.  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 $124,844 for
2005.  Rent expense paid to the  Company's  president  totaled  $299,625 for the
years ended December 31, 2004, 2003, and 2002.



                                       24
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     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 acts as a  self-insurer  for liability up to $1,000,000 for any
single  occurrence  involving  cargo,  personal injury or property  damage.  The
Company  increased  the retention  amount from  $500,000 to $1,000,000  for each
claim effective April 1, 2003. In addition, the Company is responsible for up to
$2,000,000 in aggregate for all claims above $1,000,000 and below $2,000,000 for
the policy year ended March 31, 2005. Liabilities in excess of these amounts are
assumed by an insurance company.  For individual claims that exceed $50,000,000,
the company assumes the liability in excess of $50,000,000.

     The Company acts as a self-insurer for workers'  compensation  liability up
to a maximum  liability  of $500,000  per claim.  Beginning  April 1, 2004,  the
Company also is responsible  for the first  $500,000 in the aggregate  above the
$500,000  per claim  maximum  liability.  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 assets on the  Consolidated  Balance Sheet.
In addition,  the Company has provided its  insurance  carriers  with letters of
credit of approximately $4,600,000 in connection with its liability and workers'
compensation insurance arrangements.

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

     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  $0.07,
respectively, during the year ended December 31, 2003.

Note 6. Stockholders' Equity

     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. On
July 21,  2004 the Board of  Directors  approved a  three-for-two  stock  split,
affected in the form of a fifty percent stock dividend. The stock split occurred
on August 20, 2004, to  shareholders  of record as of August 9, 2004. A total of
25,000,000  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, 2004 and 2003,  and in all the
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  2004,  2003,  and 2002.  The  authorization  to
repurchase remains open at December 31, 2004 and has no expiration date.



                                       25
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     On March 7, 2002, the principal  stockholder  awarded 136,125 shares of his
common stock to key  employees  of the  Company.  These shares had a fair market
value of $14.66 per share on the date of the award.  The shares will vest over a
five-year period subject to restrictions on transferability and to forfeiture in
the event of termination of employment. Any forfeited shares will be returned to
the principal stockholder.  The fair market value of these shares, $1,995,592 on
the date of the award,  was  treated as a  contribution  of capital and is being
amortized  on a  straight-line  basis  over  the five  year  vesting  period  as
compensation expense.  During the year ended December 31, 2003, there were 6,375
shares forfeited.  There were no shares forfeited in 2004. The original value of
the forfeited  shares was treated as a reduction of  Additional  Paid in Capital
and  Unearned  Compensation.  Compensation  expense of  approximately  $380,000,
$365,000  and  $333,000 was  recognized  for the years ended  December 31, 2004,
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
$1,089,000, $824,000, and $648,000, for the years ended December 31, 2004, 2003,
and 2002, 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 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.

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, 2004.

     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.




                                       26
<PAGE>

                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Quarterly Financial Information (Unaudited)
<TABLE>
<CAPTION>

                                    First      Second      Third     Fourth
                                   --------   --------   --------   --------
                                       (In Thousands, Except Per Share Data)
Year ended December 31, 2004
<S>                                <C>        <C>        <C>        <C>
   Operating revenue ...........   $106,836   $113,512   $117,299   $119,439
   Operating income ............     19,776     23,501     25,660     24,621
   Income before income taxes ..     20,344     24,153     26,465     25,667
   Net income ..................     13,122     15,700     17,070     16,555
   Basic earnings per share (2).       0.18       0.21       0.23       0.22

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 (2).       0.15       0.17       0.19       0.25 (1)
</TABLE>

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

(2)  The above  earnings  per share data have been  restated  for the August 20,
     2004 three-for-two stock split.
<TABLE>
<CAPTION>

           SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

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

<S>                            <C>         <C>         <C>         <C>        <C>
Year ended December 31, 2004   $ 675,000   $ 142,157   $    -      $ 42,157   $775,000
Year ended December 31, 2003     650,000      42,677        -        17,677    675,000
Year ended December 31, 2002     402,812     248,986        -         1,798    650,000
</TABLE>

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

        None.


ITEM 9A. CONTROL AND PROCEDURES

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


                                       27
<PAGE>

     Based on their evaluation as of December 31,  2004, the principal executive
officer and principal  financial  officer of the Company have concluded that the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities  Exchange Act of 1934, as amended (Exchange Act),
are  effective  to ensure that the  information  required to be disclosed by the
Company  in the  reports  that it files or  submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in SEC rules and forms.

     Management's  Report on Internal  Control Over  Financial  Reporting -  Our
management is responsible for  establishing  and maintaining  adequate  internal
control  over  financial  reporting,  as such term is  defined in  Exchange  Act
Rules 13a-15(f) and 15d-15(f).  Under the supervision and with the participation
of our  management,  including  our  principal  executive  officer and principal
financial  officer,  we  conducted an  evaluation  of the  effectiveness  of our
internal  control over  financial  reporting  based on the framework in Internal
Control -   Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations  of the Treadway  Commission.  Based on our  evaluation  under the
framework in Internal Control - Integrated  Framework,  our management concluded
that  our  internal  control  over  financial  reporting  was  effective  as  of
December 31,  2004.  Our  management's  assessment of the  effectiveness  of our
internal  control  over  financial  reporting as of  December 31,  2004 has been
audited by KPMG LLP, an independent registered public accounting firm, as stated
in their report which is included herein.

     Changes in Internal Control Over Financial  Reporting - There was no change
in our internal  control  over  financial  reporting  that  occurred  during the
quarter ended December 31, 2004, that has materially affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

         None.
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  required  by Item 10 of Part III is  presented  under the
items  entitled  "Information  Concerning  Directors  and  Executive  Officers,"
"Section  16(a)  Beneficial  Ownership  Reporting   Compliance,"  "Meetings  and
Independent  Directors," and "Code of Ethics" in the Company's  Definitive Proxy
Statement  for  the  Annual  Meeting  of  Stockholders  on May  12,  2005.  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 12, 2005.  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 12, 2005. 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 12,
2005. 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  Accounting Fees and Services" in the Proxy  Statement,  which
information is incorporated herein by reference.




                                       28
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  Financial Statements and Schedules.

        (a)  (1) Financial Statements: See Part II, Item 8 hereof.
                                                                           Page
                                                                           ----
Reports of Independent Registered Public Accounting Firm KPMG LLP......... 13-15
Consolidated Balance Sheets...............................................  16
Consolidated Statements of Operations.....................................  17
Consolidated Statements of Stockholders' Equity...........................  18
Consolidated Statements of Cash Flows.....................................  19
Notes to Consolidated Financial Statements................................ 20-26

        (a)  (2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts and Reserves..............  27

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

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

(b)  Exhibits.

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

                                  EXHIBIT INDEX


Exhibit No.              Document                       Method of Filing

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

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

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

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

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

                                       29
<PAGE>

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


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

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

  16             Letter of Arthur Andersen LLP    Incorporated by reference to
                 regarding change in certifying   the Company's Form 10-K for
                 accountant.                      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           Filed herewith.
                 Executive 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.














                                       30
<PAGE>




                                   SIGNATURES

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

                                                    HEARTLAND EXPRESS, INC.

Date: February 28, 2005                             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)      February 28, 2005

/s/ John P. Cosaert         Executive Vice President
John P. Cosaert             of Finance, Chief Financial
                            Officer and Treasurer
                           (principal accounting and
                            financial officer)                February 28, 2005

/s/ Richard O. Jacobson     Director
Richard O.Jacobson                                            February 28, 2005

/s/ Michael J. Gerdin       Vice President of Regional
Michael J. Gerdin           Operations and Director           February 28, 2005

/s/ Benjamin J. Allen       Director
Benjamin J. Allen                                             February 28, 2005

/s/ Lawrence D. Crouse      Director
Lawrence D. Crouse                                            February 28, 2005





                                       31
<PAGE>

Exhibit No. 21




                         Subsidiaries of the Registrant


                                                                    State of
                                                                  Incorporation

Heartland Express, Inc.                    Parent                      NV

A & M Express, Inc.                        Subsidiary                  TN

Heartland Equipment, Inc.                  Subsidiary                  NE

Heartland Express, Inc. of Iowa            Subsidiary                  IA


















                                       32
<PAGE>


Exhibit No. 31.1

                                  Certification


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

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

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

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

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

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

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

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

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

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

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

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


Date:  February 28, 2005                            By: /s/ Russell A. Gerdin
                                                    Russell A. Gerdin
                                                    Chairman, President and
                                                    Chief Executive Officer
                                                   (Principal Executive Officer)

                                       33
<PAGE>


Exhibit No. 31.2

                                  Certification

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

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

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

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

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

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

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

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

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

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

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

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


Date:  February 28, 2005                       By: /s/  John P. Cosaert
                                               John  P. Cosaert
                                               Executive Vice President-Finance
                                               Chief Financial Officer and
                                               Treasurer
                                              (Principal Financial Officer)


                                       34
<PAGE>


Exhibit No. 32


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



     I, Russell A.  Gerdin,  certify,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that, to my
knowledge,  the Annual Report of Heartland  Express,  Inc., on Form 10-K for the
fiscal year ended  December 31, 2004,  fully complies with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the  information  contained  in such  Annual  Report  on Form  10-K  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Heartland Express, Inc.


Dated: February 28, 2005                             By : /s/ Russell A. Gerdin
                                                     Russell A. Gerdin
                                                     Chairman, President and
                                                     Chief Executive Officer

     I, John P. Cosaert, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  that,  to my
knowledge,  the Annual Report of Heartland  Express,  Inc., on Form 10-K for the
fiscal year ended  December 31, 2004,  fully complies with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the  information  contained  in such  Annual  Report  on Form  10-K  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Heartland Express, Inc.


Dated: February 28, 2005                            By: /s/ John P Cosaert
                                                    John P. Cosaert
                                                    Executive Vice President
                                                    And Chief Financial Officer






                                 END OF REPORT

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<PAGE>