UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                FORM 10-K

               Annual Report Pursuant To Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

For the year ended December 31, 1998      Commission file number 1-19773 

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

             Kansas                           48-0993128
  (State or other jurisdiction of            (IRS Employer
  incorporation of organization)             Identification No.)

 804 N. Meadowbrook Drive, Olathe, Kansas    66062 
(Address of principal executive offices)     (Zip Code)

       Registrant's telephone number, including area code (913) 829-1616

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

                         Title of each class

                    Common Stock, $.01 par value

  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 the 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.

  (1) Yes    X         No                   (2) Yes    X        No             

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

  The aggregate market value of voting stock held by non-affiliates of 
the Registrant was $7,799,477 as of February 28, 1999.

                               1,835,171
   (Number of shares of common stock outstanding as of February 28, 1999)

  Part II incorporates certain information by reference from the 
Registrant's Annual Report to Stockholders for fiscal year ended 
December 31, 1998.  Part III incorporates certain information by 
reference from the Registrant's definitive Proxy Statement dated March 
31, 1999.
<PAGE>



                           OTR EXPRESS, INC.

                    1998 Annual Report on Form 10-K

                           Table of Contents


                                                                   Page
                             Part I

Item  1.  Business                                                 3
Item  2.  Properties                                              10
Item  3.  Legal Proceedings                                       10
Item  4.  Submission of Matters to a Vote of Security Holders     10


                             Part II

Item  5.  Market for Registrant's Common Equity and Related
           Stockholder Matters                                   10
Item  6.  Selected Financial Data                                11
Item  7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                   11
Item  8.  Financial Statements and Supplementary Data            11
Item  9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                   11


                             Part III

Item 10.  Directors and Executive Officers of the Registrant     11
Item 11.  Executive Compensation                                 11
Item 12.  Security Ownership of Certain Beneficial Owners and
           Management                                            12
Item 13.  Certain Relationships and Related Transactions         12


                            Part IV

Item 14.  Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K                                   12
<PAGE>
                            PART I


Item 1.    Business

Overview

  The discussion set forth below as well as other documents incorporated 
by reference herein and oral statements made by officers of the Company 
relating thereto, may contain forward looking statements.  Such comments 
are based upon information currently available to management and 
management's perception thereof as of the date of this Form 10-K.  
Actual results of the Company's operations could materially differ from 
those forward looking statements.  Such differences could be caused by a 
number of factors including, but not limited to, potential adverse 
affects of regulation; changes in competition and the effects of such 
changes; increased competition; changes in fuel prices; changes in 
economic, political or regulatory environments; litigation involving the 
Company; changes in the availability of a stable labor force; ability of 
the Company to hire drivers meeting Company standards; changes in 
management strategies; environmental or tax matters; issues arising from 
addressing Year 2000 Issues; and risks described from time to time in 
reports filed by the Company with the Securities and Exchange 
Commission.  Readers should take these factors into account in 
evaluating any such forward looking statements.

The Company

  OTR Express, Inc., a Kansas corporation organized in 1985 (the 
"Company" or "OTR") operates primarily as a dry van, truckload carrier.  
The Company transports a diversified mix of general commodities for a 
large base of customers (currently over 1,200) throughout the 
continental United States and operates its business as one reportable 
segment.  OTR is headquartered in Olathe, Kansas, a suburb of Kansas 
City, Missouri.  The Company also provides third party logistics 
services including rail, truckload, and less-than-truckload service to its 
customers.

Operating Strategy

  OTR's business philosophy is to provide high quality transportation 
services at a low cost.  The Company has historically achieved this by 
(1) focusing on technology; (2) operating premium, late model equipment; 
(3) hiring experienced drivers; and (4) maintaining an efficient cost 
structure.  From its founding in 1985 until 1995, the Company's 
operating strategy differed from that of most truckload carriers in that 
OTR serviced a large base of customers with no long-term contracts or 
commitments.  This strategy allowed the Company to obtain the most 
profitable loads available on a spot basis.  To identify the most 
profitable loads, the Company utilized its internally developed, 
proprietary Freight Optimization System - a next move probability based 
freight system.  The Freight Optimization System enables the Company to 
analyze historical data to prioritize customers most likely to have 
freight that will produce the most profitable combination of rates and 
destinations.  The Freight Optimization System  was designed to maximize 
freight opportunities, maximize revenue per mile and minimize empty 
miles, but had become dependent to some extent on freight brokers 
offering opportunities in the spot market.  In mid-1995, using the 
system, the Company received as much as 55% of its freight opportunities 
from freight brokers who typically pay 10% to 15% less per mile than 
direct shippers.

  In 1996, due to changing market conditions, the Company determined 
that it was necessary to change its operating strategy to market to 
larger national accounts and away from
<PAGE>
the lower priced spot freight market and its reliance on freight brokers. 
The objective of OTR's new operating strategy was to improve revenue per mile,
equipment utilization, stability of the customer base and reduce reliance on 
freight brokers.  These larger shippers are capable of offering 
increased load counts at higher revenue rates.  The larger shippers 
require additional services, including guaranteed equipment 
availability, drop trailers and fifty-three foot trailers.  
Additionally, in 1996, the Company began offering Qualcomm satellite 
communications on every truck and electronic data interchange (EDI) for 
load status information to serve the company's larger national accounts. 
The Company is working to integrate these larger shippers into the 
Company's existing operating strategy effectively, providing a higher 
mix of more profitable shipper freight.  In this new operating strategy, 
the Company will be able to utilize its Freight Optimization System 
which will work in conjunction with the Company's new national accounts 
program to identify opportunities on non-national account freight and 
backhaul opportunities on national account freight.

  OTR has regional short-haul operations in Kansas City,  Chicago, and 
Dallas/Houston  to meet customer demand.  Based on management's analysis 
of the market size, cost of entry and potential long-term profitability, 
the Company expects to make further investments in the short-haul 
division.   

  This flexible operating strategy has contributed to the Company's 
rapid growth during the five year period ending December 31, 1998, with 
revenue increasing to $72.3 million in 1998 from $30.6 million in 1993 
(a compound annual growth rate of 18.7%), and a corresponding increase 
in its fleet to 573 tractors (526 company-owned tractors and 47 owner 
operators) from 301 during such period. 

Customers and Marketing

  OTR has a large customer base that is diversified in terms of 
geographic location and types of commodities shipped.  The Company 
markets its services based on dependable, time definite delivery and 
service.  

  The Company obtains freight in three different manners:  directly from 
shippers ("OTR Shippers"), through Company agents ("Agent Shippers") and 
from freight brokers.  OTR Shippers are marketed directly by internal 
OTR sales representatives.  Agent Shippers are marketed by the Company's 
outside sales agents.  The Company's customer database includes 
approximately 540 OTR Shippers, 300 Agent Shippers and 400 freight 
brokers.  In 1998, OTR Shippers accounted for 62% of OTR's revenue 
miles, Agent Shippers accounted for 21% and freight brokers accounted 
for 17%.  

  The freight obtained from OTR Shippers and Agent Shippers is generally 
more profitable than freight obtained from brokers, having freight rates 
which average 10% to 15% more than brokered freight.  To maximize this 
more profitable revenue base by generating new OTR Shippers, OTR 
increased the number of its sales representatives and customer service 
representatives to twenty five at February 28, 1999 from three at 
December 31, 1994.  Historically,  sales representatives operated 
primarily through direct telemarketing efforts.

  During 1998, the Company divided its operations and sales departments 
into seven regional teams to better serve customers in those regions.  
In order to capitalize on this new structure, the Company added regional 
sales managers in Dallas, Boston and the Atlanta area.  The focus of 
these regional sales managers is to enhance freight opportunities with 
current customers and to add new national account customers.
<PAGE>  
  The Company's brokered freight is obtained through a network of 
freight brokers who contract for freight directly from shippers and re-
contract with the Company to transport the freight.  A freight broker 
helps carriers obtain loads in areas where the carrier does not 
typically have a large number of customers, thereby minimizing the empty 
miles of the carrier.  Freight brokers typically earn a margin based on 
a percentage of the carrier's freight fee.  The Company has developed a 
network of approximately 400 freight brokers.  The Company expects to 
continue to reduce the percentage of revenue miles from freight brokers 
in the future.
  
  For the year ended December 31, 1998, the Company's 20, 10 and five 
largest customers accounted for 39.7%, 24.3% and 15.7%, respectively, of 
the Company's operating revenue.  The largest customer accounted for 
3.5% of the Company's operating revenue for that period.

Logistics Division

  To better serve its customers, OTR has developed a logistics division 
which brokers loads to other carriers.  The Company contracts with other 
trucking companies to haul freight on their equipment for OTR's 
customers.  The Company is able to increase its profitability while 
satisfying its customers' shipping needs without utilizing Company owned 
equipment. 

  In 1998, OTR formed a rail logistics department within its OTR 
Logistics division.  The intermodal logistics department contracts with 
rail carriers to move freight on rail equipment for customers and is 
currently based in Salt Lake City, Utah.  The new department currently 
employs eleven professionals.  OTR expects to utilize its information 
technology to improve the operating efficiency and capacity for the 
intermodal logistics department.  OTR's internal computer programmers 
have developed a proprietary load order system specifically for 
intermodal logistics services which is integrated with the Company's 
current system and will substantially reduce the amount of time it takes 
to coordinate the movement of a load.  The new intermodal logistics 
division will operate as a non-asset based transportation service 
provider and will not require the purchase of transportation equipment.

  Logistics division revenue increased to $4.5 million in 1998 from $3.7 
million in 1997.  OTR expects to expand the rail logistics department in 
the future.
  
Drivers, Other Employees and Owner-Operator Drivers

  Recruiting and retaining professional, experienced drivers is critical 
to the Company's success, and all of the Company's drivers must meet 
specific guidelines relating primarily to safety record, driving 
experience and personal evaluation, including drug and alcohol testing.  
OTR's drivers have an average age of 45.9 years and average 13.1 years 
of driving experience.  Within the Company, drivers are considered 
"managers" and are given a high level of responsibility to manage the 
profitability of their equipment.

  The Company's Driver Incentive Management System allows experienced 
drivers to earn higher compensation than prevailing industry wages.  The 
Company provides incentive programs for its drivers based on number of 
miles driven, fuel efficiency, safety record and profitability.  OTR 
considers each tractor and its driver to be a separate profit center, 
with profit center reports, including the actual revenue and expense of 
the equipment and fixed expense components for administration, taxes and 
depreciation, generated monthly.  Under the Company's "profit center" 
program, on a quarterly basis, 7.5% of the Company's after tax net 
income is distributed to the
<PAGE>
drivers based on the profitability of their respective profit centers.
The program is designed to give OTR's drivers the incentive to improve their
individual productivity, minimize costs and thereby increase overall Company
profitability.

  Driver recruitment and retention is essential to the maintenance of 
high equipment utilization, particularly during periods of rapid fleet 
growth.  OTR's drivers are given recruiting bonuses for the referral of 
new drivers to the Company.  In order to attract and retain highly 
qualified drivers and to promote safe operations, the Company purchases 
premium quality tractors and equips the tractors with optimal comfort 
and safety features, such as on-board satellite communications, high 
quality interiors, power steering, automatic braking systems, engine 
brakes and oversized sleepers.  As a result of management's attention to 
driver retention, the Company's driver turnover rate was 71% in 1998, 
which management believes to be below the industry average.

  At December 31, 1998, the Company's ratio of tractors to non-driving 
employees was 5.03 to one, which management believes is well above 
industry standards.  At February 28, 1999, the Company had 680 
employees, of whom 536 were drivers and 144 were management and 
administrative personnel.  At February 28, 1999, the Company also had 
contracts with independent contractors (owner-operators) for the 
services of 43 tractors that provide both a tractor and a qualified 
driver.  The Company's employees are not represented by a collective 
bargaining unit.  Employees participate in OTR's 401(k) program and in 
Company-sponsored health, life and dental plans.  The Company does not 
have any employees who are receiving post retirement benefits and does 
not anticipate offering any post retirement benefits in the future.  
Management considers relations with its employees to be very good.  

  In 1997, the Company began contracting with owner-operators to haul 
freight for the Company's customers.  The Company recognizes that 
carefully selected owner-operators complement its company drivers.  
Owner-operators supply their own tractor and driver, and are responsible 
for their operating expenses.  Because owner-operators provide their own 
tractors, less capital is required from the company for growth and they 
provide the Company with another source of drivers to support its 
growth.  The Company expects to continue to recruit owner-operators, as 
well as company drivers.
  

Revenue Equipment

  The Company believes that a key to the successful retention of drivers 
is the use of standardized, fuel efficient, late-model tractors and 
trailers.  The Company purchases all new tractors, primarily with driver 
comfort, fuel efficiency, safety and overall economy in mind.  To 
recruit and retain high-quality drivers, all the tractors owned by the 
Company have deluxe interiors and oversized sleepers.  The average age 
of OTR's tractors and trailers at December 31, 1998 was 2.4 years and 
2.0 years, respectively.  The Company plans its trade cycle based on 
engine warranties and routinely replaces its tractors after forty five 
months of use (approximately 450,000 miles).

  At December 31, 1998 the Company owned 243 Navistar tractors, 169 
Peterbilt tractors and 114 Freightliner  tractors.  The tractors include 
engines which are fully electronic, manufactured by Detroit Diesel, 
Caterpillar or Cummins.  Trailers in the fleet at year end were 
manufactured by Pines, Utility, Stoughton and Trailmobile.  All of the 
Company's trailers have a 110 inch inside and are 102 inches wide, the 
maximum width generally allowed by law.  The trailer
fleet at December 31, 1998 included 777 fifty-three foot trailers and 265
forty-eight foot trailers.  The Company owns only dry van trailers.

  The following table shows the age of Company-owned equipment in 
service at December 31, 1998.

               Acquisition Year      Tractors       Trailers

                   1998                 84            280
                   1997                150            292
                   1996                 65            205
                   1995                199            130
                   1994                 28            120
                   1993                  -             15
            

                   Total               526           1042


  The Company's preventive maintenance program focuses on early 
diagnosis of problems and contracting maintenance out to third-party 
providers.  In addition to annual Department of Transportation ("DOT") 
inspections, tractors are inspected when they pass through the Company's 
diagnostic facilities at its headquarters.  Virtually all tractors are 
still under warranty and are generally traded in before their engine 
warranties expire.  The exclusive use of third-party maintenance 
providers, coupled with the effective utilization of manufacturers' 
warranties and the Company's trade-in policy, allows the Company to 
minimize its maintenance costs.  Owner-operator tractors are inspected 
prior to acceptance by the company for compliance with operational and 
safety requirements of the company and the Department of Transportation.  
These tractors are then periodically inspected, similar to company-owned 
tractors, to monitor continued compliance.

Fuel Availability and Cost

  The Company actively manages its fuel costs through a five component 
fuel management system which incorporates:  wholesale purchasing for the 
Company's unmanned fuel facilities, mileage pay rates based upon fuel 
economy, the "profit center" incentive driver compensation program, fuel 
hedging, and equipment specifications.  See "- Drivers and Other 
Employees."

  The Company owns five automated fuel facilities, one located at the 
Company's headquarters in Kansas and one each located on major traffic 
lanes in Arizona, Ohio, Texas and Wyoming.  Each of the four remote 
unmanned fuel facilities consists of an above-ground fuel tank, pump and 
a computer modem linking it directly to the Company's computers.  In 
1998, the Company purchased 21.5% of its fuel in bulk for distribution 
through its automated fuel facilities.  These facilities allow the 
Company to purchase fuel at wholesale prices.

  As a way to protect the Company against major fuel price increases, 
since October 1994 the Company has engaged in a fuel hedging strategy. 
Pursuant to this program, the Company buys six month call options within 
five cents of current market prices, to buy futures contracts for #2 
heating oil, in amounts equal to 15% of the Company's anticipated fuel 
purchases for such period.
<PAGE>
  All of the Company's tractors have fully electronic engines, which 
typically deliver enhanced fuel economy compared to tractors with 
mechanically governed engines.


Environmental Matters

  The Company's operations are subject to federal, state and local laws 
and regulations concerning the environment.  There is the possibility of 
environmental liability as a result of the Company's use of fuels, from 
the fuel storage tanks installed at its fuel facilities and also from 
the cargo it may transport.  The Company's only underground storage 
tanks are two fiberglass tanks installed at its headquarters facility.  
One tank was installed in 1988 and the other in 1995.  The tanks have 
overfill protection hardware, spill containment manhole covers and leak 
detection equipment.  The Company believes that the use of above-ground 
storage tanks at its remote fuel facilities minimizes both potential 
liability and the cost of compliance with environmental regulations.  
The Company occasionally transports environmentally hazardous substances 
in accordance with hazardous material guidelines.  To date, the Company 
has experienced no material claims for hazardous substance shipments.  
The Company believes that its environmental practices comply with 
applicable federal, state and local environmental laws and regulations.  
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.

Competition

  The truckload industry is extremely competitive and highly fragmented, 
with numerous regional, inter-regional and national truckload carriers, 
none of which dominates the market.  The Company competes primarily with 
other long-haul truckload carriers, rail-truck intermodal 
transportation, railroads and, to a lesser degree, with less-than-
truckload ("LTL") carriers.  Most of OTR's larger truckload competitors 
utilize "core carrier" or "lane density" marketing concepts, which 
emphasize greater individualized service to a smaller number of 
shippers.  Many long haul truck load carriers utilize driver teams which 
allow them to provide expedited service while complying with DOT 
regulations concerning driver's duty hours.  OTR's drivers consist 
principally of single drivers.  Intermodal transportation and railroads 
typically have created downward pressure on the truckload industry's 
pricing structure.  The Company competes for freight based primarily on 
freight rates, service and reliability.

Seasonality

  Seasonality causes variations in the operations of the Company as well 
as industry-wide operations.  Demand for the Company's service is 
generally the highest during the summer and fall months.  Historically, 
expenses are greater during the winter months when fuel costs are higher 
and fuel efficiency is lower.

Governmental Regulation

  The Company is a contract and common motor carrier subject to the 
authority of federal and state agencies.  These regulatory authorities 
have broad powers, but the rates and charges of the Company are not 
directly regulated by these authorities.  OTR, as primarily a contract 
carrier, negotiates competitive rates directly with its customers as 
opposed to adhering to scheduled tariffs.
<PAGE>
  The trucking industry is subject to regulatory and legislative changes 
such as increasingly stringent environmental regulations and limits on 
weight and size that can affect the economics of the industry by 
requiring changes in operating practices or influencing the demand for, 
and the costs of providing, services to shippers.

  In August 1994, the Federal Aviation Administration Authorization Act 
of 1994 (the "1994 FAA Act") became law.  Effective January 1, 1995, the 
1994 FAA Act preempted certain state and local laws regulating the 
prices, routes or services of motor carriers (other than household 
carriers).  State agencies may continue to impose tax, license, bonding 
and insurance requirements.  The 1994 FAA Act does not limit the 
authority of a state or other political subdivision to impose safety 
regulations or highway route limitations or controls based on the size 
or weight of the motor vehicle, the hazardous nature of cargo being 
transported by motor vehicles or minimum financial responsibility 
requirements relating to insurance and self-insurance authorization.

  The Negotiated Rates Act of 1993 ("NRA"), in tandem with the Trucking 
Industry Regulatory Reform Act of 1994 ("TIRRA"), further redefined the 
regulatory structure applicable to interstate transportation of goods.  
The NRA provided further regulation governing interstate transportation, 
including prohibitions on off-bill discounting, certain re-regulation of 
contract shipping arrangements, and, with respect to common carriers, 
regulation regarding the collection of undercharge claims, and 
applicable defenses and exceptions to such claims.  The TIRRA further 
deregulated the trucking industry by partially repealing the "filed-
rate" doctrine previously applicable to common carriers.  Under the 
TIRRA, while collectively-made bureau rates must still be published in 
tariffs, individually negotiated rates are not.

  The Company's drivers must be licensed as "commercial drivers" 
pursuant to requirements established by the Federal Highway 
Administration ("FHA") of the DOT.  In addition to the knowledge and 
driving skills tests required to obtain a commercial driver's license (a 
"CDL"), there are various disqualifying offenses set forth in the FHA 
rules, which, if committed, could result in suspension or termination of 
the operator's CDL, as well as  potential civil or criminal liabilities.  
Also, DOT regulations impose mandatory drug testing of drivers and the 
Company has its own ongoing drug-testing program.  DOT alcohol testing 
rules require certain tests for alcohol levels in drivers and other 
safety personnel.  

  Motor carrier operations are also subject to safety, equipment and 
operators' hours of service requirements prescribed by the DOT.  The 
Company  currently has a satisfactory rating from the DOT based upon the 
DOT's most recent audit of the Company.

Safety

  The Company maintains a program for training and supervising personnel 
to keep safety awareness at its highest level.  The emphasis on safety 
begins in the hiring and training process.  A minimum of 1.5 years of 
over-the-road driving experience is required for new company drivers.  
OTR also verifies the driving records of all new drivers before they 
begin employment.  Prospective employees are given physical examinations 
and drug tests, and newly hired drivers are trained in the Company's 
safety procedures.    In general, any driver who violates the
<PAGE>
Company's safety standards will receive a warning letter, and any driver who
has more than two such violations within certain periods of time is subject 
to termination.  The Company continuously monitors driver performance 
and has final authority regarding employment and retention of drivers.  
OTR currently has a "satisfactory" safety and fitness rating from the 
DOT.  See "- Governmental Regulation."

Item  2.  Properties.

  The Company owns real estate in Olathe, Kansas, where the Company is 
headquartered.  The property includes a 22,000 square foot office 
facility and a 9,400 square foot diagnostic and inspection facility.  
The property also includes approximately 258,000 square feet of parking 
space and the Kansas fuel facility.  Additionally, the Company owns 
tracts, each approximately one acre in size, in Arizona, Ohio, Texas and 
Wyoming, on which its remote fuel facilities are located.  See "Item 1- 
Fuel Availability and Cost."


Item  3.  Legal Proceedings.
  
  The Company is routinely a party to litigation incidental to its 
business, primarily involving claims for personal injuries and property 
damage incurred in the transportation of freight.  All litigation in 
which the Company is currently involved is covered by the Company's 
liability insurance (personal injury, physical damage and cargo) or 
workers' compensation insurance.  The Company believes the ultimate 
outcome of current litigation will not have a material adverse effect on 
its financial position or results of operations.

  The Company maintains liability insurance (including umbrella 
coverage) in the amount of $10 million per occurrence for personal 
injury, property damage and cargo.  Under the terms of the policy, the 
Company retains the first $50,000 of losses paid and loss adjusting 
expense.  The Company is self-insured for workers' compensation 
insurance.  The Company is responsible for claims up to $250,000 per 
occurrence and $900,000 aggregate per year.  The Company carries excess 
insurance to cover losses over $250,000, subject to a maximum coverage 
of $5 million per occurrence.


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

  None.

PART II

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

  The information required by this Item is incorporated by reference 
from the Company's Annual Report to Stockholders for the fiscal year 
ended December 31, 1998, under the caption "Price Range of Stock."


Item 6.  Selected Financial Data.

  The information required by this Item is incorporated by reference 
from the Company's Annual Report to Stockholders for the fiscal year 
ended December 31, 1998, under the caption "Financial Highlights."
<PAGE>

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

  The information required by this Item is incorporated by reference 
from the Company's Annual Report to Stockholders for the fiscal year 
ended December 31, 1998 under the caption "Management's Discussion and 
Analysis of Financial Condition and Results of Operations."

Item 8.  Financial Statements and Supplementary Data.

Index to Financial Statements

  The information required by this Item is incorporated by reference 
from the Company's Annual Report to Stockholders for the fiscal year 
ended December 31, 1998 under the caption "Financial Statements" and 
"Quarterly Financial Data."
                                                                            
                                                  Annual Report Page
        
        Report of Independent Public Accountants           17
        Balance Sheets                                     18
        Statements of Operations                           19
        Statements of Stockholders' Equity                 20
        Statements of Cash Flows                           21
        Notes to Financial Statements                      22
        Supplemental Financial Information                 30

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

         None.

                            PART III

Item 10.   Directors and Executive Officers of the Registrant.

  The information required by this Item is incorporated by reference 
from the Company's definitive Proxy Statement dated March 31, 1999 under 
the headings "Proposal One: Election of Class A Directors- Nominees," 
"The Board of Directors-Continuing Directors," "Executive Officers-
Information About Other Executive Officers" and "Miscellaneous-Section 
16 Reporting" to be filed with the Commission not later than 120 days 
after the end of the fiscal year covered by this Form 10-K.

Item 11.  Executive Compensation.

  The information required by this Item is incorporated by reference 
from the Company's definitive Proxy Statement under the heading 
"Executive Compensation and Other Information" to be filed with the 
Commission not later than 120 days after the end of the fiscal year 
covered by this Form 10-K.

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

  The information required by this Item is incorporated by reference 
from the Company's definitive Proxy Statement dated March 31, 1999 under 
the heading "Stock Ownership of Certain Beneficial Owners and 
Management" to be filed with the Commission not later than 120 days 
after the end of the fiscal year covered by this Form 10-K.
<PAGE>

Item 13.  Certain Relationships and Related Transactions.

   The information required by this item is incorporated by reference
from the Company's definitive Proxy Statement dated March 31, 1999 under
the heading "Certain Relationships and Other Transactions" to be filed 
with the Commission not later than 120 days after the end of the fiscal
year covered by this Form 10-K.       

                               PART  IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 
           8-K.

(a)  List of Documents filed as part of this Report on Form 10-K.

  (1)  Financial Statements
        All financial statements of the Registrant as set forth under 
          Item 8 of this Report on Form 10-K.

  (2)  Financial Statement Schedules
                                                             Page of
  Schedule Number    Description                            1998 10-K

    II               Valuation and Qualifying Accounts         17

  The report of the Registrant's independent public accountants with 
respect to the above listed financial statements and financial statement 
schedules appears on page 17 of this Annual Report on Form 10-K.

  All other financial  statement schedules not listed above have been 
omitted since the required information is included in the financial 
statements or the notes thereto, or is not applicable or required.


(b)  Reports on Form 8-K

  No reports on Form 8-K were filed for the year ended December 31, 
1998.

Exhibits

Exhibit                                      Page Number or Incorporation
Number     Description                            By Reference To
    
3(a)(1) Articles of Incorporation, as amended   Exhibit 3(a) to Annual Report
        prior to July 10, 1998                  for the year ended Dec 31,
                                                1994 on Form 10-K
                                                (SEC File No. 1-19773)
  

3(a)(2) Amendment to Articles of Incorporation, Page 18 of sequentially 
        filed July 13, 1998*                    numbered pages
  
3(b) Restated By-Laws                           Exhibit 3(b) to Annual Report
                                                for the year ended Dec 31,
                                                1995 on Form 10-K (SEC
                                                File No. 1-19773)
<PAGE>
4 The Registrant, by signing this Report, 
  agrees to furnish the Securities and
  Exchange Commission, upon its 
  request, a copy of any instrument which 
  defines the rights of holders of long-term 
  debt of the Registrant.

4(a) Specimen Common Stock Certificate          Exhibit 4(a) to Amendment No.
                                                1 to Registration Statement on
                                                Form S-18(SEC
                                                File No. 33-44422FW)

10(a) 1991 Incentive Stock Option Plan of       Exhibit 10(a) to Registration 
      OTR Express, Inc.                         Statement on Form S-18
                                                (SEC File No. 33-44422FW)
  
10(b) Mortgage note dated January 10, 1995      Exhibit 10(xx) to Annual 
      between Registrant and Toni J.            Report for the year ended
      Waggoner and Robert E. Waggoner,          as Dec 31, 1994 on Form 10-K 
      Trustees                                  (SEC as File No. 1-19773)

10(c) OTR Express, Inc. 1996 Stock Option       Exhibit 10(bbb) to Annual
      Plan                                      Report for the year ended
                                                Dec 31, 1995 on Form 10-K
                                                (SEC File No. 1-19773)

10(d) OTR Express, Inc. 1996  Directors' Stock   Exhibit 10(ccc) to Annual
      Option Plan                                Report for the year ended
                                                 Dec 31, 1995 on Form 10-K
                                                 (SEC File No. 1-19773)

10(e) Loan and Security Agreement dated          Exhibit 10(ddd) to Quarterly 
      June 11, 1997 beteewn Registrant and       Report for the period ended
      HSBC                                       June 30, 1997 on Form 10-Q 
                                                 (SEC File No. 1-19773)

10(f) Guaranty Agreement dated February 27,      Exhibit 10(p) to Quarterly 
      1998 between Registrant and HSBC           Report for the period ended
      Business Loans, Inc. - Gary J. Klusman     March 31, 1998 on Form 10Q
                                                 (SEC File No. 1-19773)

10(g) Guaranty Agreement dated February 27,      Exhibit 10(q) to Quarterly 
      1998 between Registrant and HSBC           Report for the period ended
      Business Loans, Inc. - Steven W. Ruben     March 31, 1998 on Form 10Q 
                                                 (SEC File No. 1-19773)

10(h) Stock Purchase Assistance Agreement        Exhibit 10(r) to Quarterly 
      dated February 27, 1998 between the        Report for the period ended
      Registrant and Gary J. Klusman             March 31, 1998 on Form 10Q 
                                                 (SEC File No. 1-19773)

10(i) Stock Purchase Assistance Agreement        Exhibit 10(s) to Quarterly 
      dated February 27, 1998 between the        Report for the period ended
      Registrant and Steven W. Ruben             March 31, 1998 on Form 10Q
                                                 (SEC File No. 1-19773)

10(j) Guaranty Agreement dated June 8,           Exhibit 10(t) to Quarterly 
      1998 between Registrant and HSBC           Report for the period ended
      Business Loans, Inc.-Jeffrey T. Brown      June 30, 1998 on Form 10-Q
                                                 (SEC File No. 1-19773)
<PAGE>
10(k) Guaranty Agreement dated June 8,           Exhibit 10(u) to Quarterly
      1998 between Registrant and HSBC           Report for the period ended
      Business Loans, Inc.-Eric T. Janzen        June 30, 1998 on Form 10-Q
                                                 (SEC File No. 1-19773)

10(l) Stock Purchase Assistance Agreement        Exhibit 10(v) to Quarterly 
      dated June 8, 1998 between the             Report for the period ended
      Registrant and Jeffrey T. Brown            June 30, 1998 on Form 10-Q
                                                 (SEC File No. 1-19773)

10(m) Stock Purchase Assistance Agreement        Exhibit 10(w) to Quarterly 
      dated June 8, 1998 between the             Report for the period ended
      Registrant and Eric T. Janzen              June 30, 1998 on Form 10-Q
                                                 (SEC File No. 1-19773)

10(n) Form of Carrier/Shipper Transportation     Page 19 of sequentially 
      Contract*                                  numbered pages
  
10(o) Contract to Purchase Tractors in 1999      Page 21 of sequentially 
      between Registrant and Kansas City         numbered pages
      Peterbilt*

10(p) Contract to Purchase Tractors in 1999      Page 22 of sequentially 
      between Registrant and Kansas City         numbered pages
      Peterbilt*

10(q) Contract to Purchase Tractors in 1999      Page 23 of sequentially 
      between Registrant and KCR International   numbered pages
      Trucks, Inc.*

11    Statement re: Computation of Earnings      Page 35 of sequentially 
      per Share*                                 numbered pages

  
13(a) Annual Report to Stockholders for the      Exhibit 13(b) to Annual 
      year ended December 31, 1997               Report for the year ended
                                                 December 31, 1997 on Form
                                                 10-K/A (SEC File No. 1-19773)

13(b) Annual Report to Stockholders for the      Page 36 of sequentially 
      year ended December 31, 1998*              numbered pages

23   Consent of Arthur Andersen LLP*             Page 72 of sequentially 
                                                 numbered pages
  

* Filed herewith.


<PAGE>
SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registration has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                                              OTR EXPRESS, INC.
           
Date:  March 30, 1999                        /s/ WILLIAM P. WARD     
                                             Chairman of the Board

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

         Signature                 Title                   Date
    
/s/ WILLIAM P. WARD         Chairman of the Board      March 30, 1999
William P. Ward

/s/ GARY J. KLUSMAN         President, Principal       March 30, 1999
Gary J. Klusman             Executive Officer and
                            Director
 
/s/ JANICE K. WARD          Vice President and         March 30, 1999
Janice K. Ward              Director

/s/ STEVEN W. RUBEN         Vice President Finance     March 30, 1999
Steven W. Ruben             Principal Financial
                            Officer and Principal
                            Accounting Officer

/s/ CHRISTINE D. SCHOWENGERDT Treasurer                March 30, 1999
Christine D. Schowengerdt

/s/ JAMES P. ANTHONY        Director                   March 30. 1999 
James P. Anthony

/s/ DEAN W. GRAVES          Director                   March 30, 1999
Dean W. Graves

/s/ RALPH E. MACNAUGHTON    Director                   March 30, 1999      
Ralph E. MacNaughton

/s/ TERRY G. CHRISTENBERRY  Director                   March 30, 1999       
Terry G. Christenberry  

/s/ CHARLES M. FOUDREE      Director                   March 30, 1999          
Charles M. Foudree
  
/s/ FRANK J. BECKER         Director                   March 30, 1999         _
Frank J. Becker
<PAGE> 





                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                               ON SCHEDULES









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


  We have audited in accordance with generally accepted auditing 
standards, the financial statements included in OTR Express, Inc.'s 
annual report to stockholders incorporated by reference in this Form 10-
K, and have issued our report thereon dated February 5, 1999.  Our 
audits were made for the purpose of forming an opinion on those 
statements taken as a whole.  Schedule II-Valuation and Qualifying Accounts
is the responsibility of the  company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not a part of the basic financial statements.  This schedule
has been subjected to the auditing procedures applied in our audit of the
basic financial statements, and, in our opinion, fairly states in all material
respects, the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole. 








                                              Arthur Andersen LLP
                                              /s/ Arthur Andersen LLP






Kansas City, Missouri
February 5, 1999

<PAGE>
<TABLE>

                                                               Schedule II



                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                      Balance at     Additions                  Balance at 
                      Beginning of   Charged to                 End
                      Year           Expense     Deductions     of Year  
<S>                  <C>            <C>         <C>            <C>
Allowance for doubtful accounts              
                  
                  
  1996                56,932         38,070      37,986         57,016
  1997                57,016        115,522      71,415        101,123
  1998               101,123         47,648      71,368         77,403
</TABLE>
                  


                          CORPORATE INFORMATION


    Corporate Offices                       Common Stock Listing
    OTR Express, Inc.                       OTR Express, Inc. common stock
    804 N. Meadowbrook Drive                is traded on the NASDAQ Stock
    Olathe, Kansas 66062                    Market under the Symbol: OTRX
    (913) 829-1616
 



Mailing address:
     PO Box 2819
     Olathe, Kansas 66063-0819  
<PAGE>