UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934




For quarter ended June 30, 2008                   Commission File No. 0-15087
                  -------------                                       -------


                             HEARTLAND EXPRESS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


             Nevada                                           93-0926999
             ------                                           ----------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification Number)


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


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

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

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

At June 30, 2008, there were 96,157,633  shares of the Company's $0.01 par value
common stock outstanding.








                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                                     PART I

                              FINANCIAL INFORMATION

                                                                          Page
                                                                         Number
Item 1. Financial Statements

        Consolidated Balance Sheets as of
         June 30, 2008 (unaudited) and December 31, 2007                    1
        Consolidated Statements of Income
         for the Three and Six Months Ended
         June 30, 2008 and 2007 (unaudited)                                 2
        Consolidated Statement of Stockholders' Equity
         for the Six Months Ended June 30, 2008 (unaudited)                 3
        Consolidated Statements of Cash Flows
         for the Six Months Ended
         June 30, 2008 and 2007 (unaudited)                                 4
        Notes to Consolidated Financial Statements                         5-12

Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                                       12-20

Item 3. Quantitative and Qualitative Disclosures about Market Risk        20-21

Item 4. Controls and Procedures                                             21

                                     PART II

                                OTHER INFORMATION


Item 1. Legal Proceedings                                                   22

Item 2. Changes in Securities                                               22

Item 3. Defaults upon Senior Securities                                     22

Item 4. Submission of Matters to a Vote of Security Holders                 22

Item 5. Other Information                                                   22

Item 6. Exhibits and Reports on Form 8-K                                    22

        Signature                                                           23









                                       HEARTLAND EXPRESS, INC.
                                          AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS
                              (in thousands, except per share amounts)



                                                          June 30,  December 31,
ASSETS                                                      2008         2007
                                                         ---------    ---------
CURRENT ASSETS                                          (Unaudited)

                                                                
   Cash and cash equivalents ........................... $  27,753    $   7,960
   Short-term investments ..............................       460      186,944
   Trade receivables, net of allowance
     for doubtful accounts of $944 at
     June 30, 2008 and $775 at
     December 31, 2007 .................................    53,036       44,359
   Prepaid tires .......................................     4,760        4,764
   Other current assets ................................     5,976        3,391
   Income tax receivable ...............................      --             57
   Deferred income taxes ...............................    32,578       30,443
                                                         ---------    ---------
             Total current assets ......................   124,563      277,918
                                                         ---------    ---------
PROPERTY AND EQUIPMENT
   Land and land improvements ..........................    17,264       17,264
   Buildings ...........................................    25,430       25,413
   Furniture & fixtures ................................     2,269        2,220
   Shop & service equipment ............................     4,699        4,685
   Revenue equipment ...................................   317,890      320,776
                                                         ---------    ---------
                                                           367,552      370,358
   Less accumulated depreciation .......................   151,454      132,545
                                                         ---------    ---------
   Property and equipment, net .........................   216,098      237,813
                                                         ---------    ---------
LONG-TERM INVESTMENTS ..................................   187,014         --
GOODWILL ...............................................     4,815        4,815
OTHER ASSETS ...........................................     5,676        5,748
                                                         ---------    ---------
                                                         $ 538,166    $ 526,294
                                                         =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued liabilities ............ $  14,866    $  13,073
   Compensation & benefits .............................    15,449       14,699
   Income taxes payable ................................     1,136         --
   Insurance accruals ..................................    65,308       60,882
   Other accruals ......................................     7,916        6,718
                                                         ---------    ---------
             Total current liabilities .................   104,675       95,372
                                                         ---------    ---------
LONG-TERM LIABILITIES
   Income taxes payable ................................    34,130       37,593
   Deferred income taxes ...............................    49,335       50,570
                                                         ---------    ---------
              Total long-term liabilities ..............    83,465       88,163
                                                         ---------    ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
    Preferred stock, par value $.01; authorized 5,000
      shares; none issued ..............................        --           --
   Capital stock; common, $.01 par value;
     authorized 395,000 shares; issued and
     outstanding 96,158 in 2008 and 96,949 in 2007 .....       962          970
   Additional paid-in capital ..........................       439          439
   Retained earnings ...................................   358,784      341,350
   Accumulated other comprehensive loss ................   (10,159)        --
                                                         ---------    ---------
         Total stockholders' equity ....................   350,026      342,759
                                                         ---------    ---------
                                                         $ 538,166    $ 526,294
                                                         =========    =========


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



                                       1



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                    (in thousands, except per share amounts)



                                                  Three Months Ended         Six Months Ended
                                                       June 30,                  June 30,
                                                     (unaudited)               (unaudited)
                                                   2008        2007         2008         2007
                                                   ----        ----         ----         ----
                                                                          
Operating revenue ...........................   $ 164,592   $ 149,103    $ 313,641    $ 292,532
                                                ---------   ---------    ---------    ---------

Operating expenses:
      Salaries, wages, and benefits .........      48,591      50,951       97,183       98,964
      Rent and purchased transportation .....       5,144       5,643       10,250       10,865
      Fuel ..................................      60,495      39,697      110,993       76,510
      Operations and maintenance ............       4,353       3,499        8,316        6,703
      Operating taxes and licenses ..........       2,343       2,338        4,585        4,619
      Insurance and claims ..................       7,012       5,688       10,795       11,278
      Communications and utilities ..........         931       1,013        1,936        1,869
      Depreciation ..........................      10,663      11,877       21,076       23,581
      Other operating expenses ..............       4,139       4,439        8,471        8,564
      Loss (gain) on disposal of property and          11      (4,112)        (633)      (9,778)
      equipment
                                                ---------   ---------    ---------    ---------
      Total operating expenses ..............     143,682     121,033      272,972      233,175
                                                ---------   ---------    ---------    ---------
            Operating income ................      20,910      28,070       40,669       59,357
Interest income .............................       2,236       2,906        5,099        6,222
                                                ---------   ---------    ---------    ---------
Income before income taxes ..................      23,146      30,976       45,768       65,579
Federal and state income taxes ..............       5,915      11,135       13,874       23,185
                                                ---------   ---------    ---------    ---------
Net income ..................................   $  17,231   $  19,841    $  31,894    $  42,394
                                                =========   =========    =========    =========

Earnings per share ..........................   $    0.18   $    0.20    $    0.33    $    0.43
                                                =========   =========    =========    =========
Weighted average shares outstanding .........      96,158      98,252       96,186       98,252
                                                =========   =========    =========    =========
Dividends declared per share ................   $    0.02   $    2.02    $    0.04         2.04
                                                =========   =========    =========    =========


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
















                                       2


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    (in thousands, except per share amounts)
                                   (unaudited)



                                                                              Accumulated
                                          Capital   Additional                   Other
                                           Stock,    Paid-In     Retained    Comprehensive
                                           Common    Capital     Earnings        Loss         Total
                                         ---------  ----------   ---------     ---------    ---------

                                                                            
Balance, December 31, 2007 ............  $     970  $      439   $ 341,350         --      $ 342,759
Comprehensive income:
     Net income .......................         --          --      31,894         --         31,894
     Unrealized loss on
       available-for-sale securities,
        net of tax .....................        --          --         --       (10,159)     (10,159)
                                                                                           ---------
      Total comprehensive income........                                                      21,735
Dividends on common stock, $0.04 per
share ..................................        --          --      (3,846)        --         (3,846)
Stock repurchase .......................        (8)         --     (10,614)        --        (10,622)
                                         ---------    --------   ----------    ---------   ---------
Balance, June 30, 2008 ................. $     962    $    439   $ 358,784     $(10,159)   $ 350,026
                                         =========    ========   =========     =========   =========

























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


                                       3


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)



                                                             Six months ended
                                                                  June 30,
                                                                (Unaudited)
                                                            2008          2007
OPERATING ACTIVITIES
                                                                   
Net income ...........................................   $  31,894       42,394
Adjustments to reconcile net income to net
cash provided by operating activities:
   Depreciation and amortization .....................      21,076       23,589
   Deferred income taxes .............................      (3,116)       2,046
   Amortization of share based compensation ..........        --             63
   Gain on disposal of property and equipment ........        (633)      (9,778)
   Changes in certain working capital items:
     Trade receivables ...............................      (8,677)      (5,242)
     Prepaid expenses and other current assets .......      (2,581)      (2,021)
     Accounts payable, accrued liabilities,
       and accrued expenses ..........................       8,277        3,638
     Accrued income taxes ............................      (2,270)         978
                                                         ---------    ---------
    Net cash provided by operating activities ........      43,970       55,667
                                                         ---------    ---------

INVESTING ACTIVITIES
Proceeds from sale of property and equipment .........       1,828       11,614
Purchases of property and equipment, net of trades ...        (650)     (21,940)
Net (purchases) sales of investments .................     (10,943)     159,375
Change in other assets ...............................          72         (200)
                                                         ---------    ---------
   Net cash (used in) provided by investing activities      (9,693)     148,849
                                                         ---------    ---------

FINANCING ACTIVITIES
   Cash dividend .....................................      (3,862)    (202,396)
   Stock repurchase ..................................     (10,622)        --
                                                         ---------    ---------
              Net cash used in financing activities ..     (14,484)    (202,396)
                                                         ---------    ---------

Net increase in cash and cash equivalents ............      19,793        2,120

CASH AND CASH EQUIVALENTS
Beginning of period ..................................       7,960        8,459
                                                         ---------    ---------
End of period ........................................   $  27,753       10,579
                                                         =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
   Income taxes, net .................................   $  19,260    $  20,161
Noncash investing and financing activities:
  Fair value of revenue and equipment traded .........   $   1,818    $   6,429
  Purchased property and equipment in accounts payable   $     365    $     100
  Common stock dividends declared in accounts payable    $   1,939         --


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



                                       4



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Basis of Presentation

     The accompanying  unaudited  consolidated financial statements of Heartland
Express,  Inc. and subsidiaries (the "Company") have been prepared in accordance
with  U.S.  generally  accepted  accounting  principles  for  interim  financial
information  and  with  the  instructions  to  Form  10-Q  and  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by  U.S.  generally  accepted  accounting   principles  for  complete  financial
statements.  In the opinion of  management,  all normal,  recurring  adjustments
considered   necessary  for  a  fair  presentation   have  been  included.   The
consolidated financial statements should be read in conjunction with the audited
consolidated  financial  statements  and  accompanying  notes for the year ended
December  31,  2007  included  in the Annual  Report on Form 10-K of the Company
filed with the Securities and Exchange Commission. Interim results of operations
are not  necessarily  indicative of the results to be expected for the full year
or any other interim periods. There were no changes to the Company's significant
accounting  policies  during the six month period ended June 30, 2008 other than
the adoption of Statement of Financial Accounting Standards No. 157, "Fair Value
Measurements" ("SFAS 157") as discussed in Note 5.

Note 2.  Use of Estimates

     The preparation of the consolidated financial statements in conformity with
U.S.  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  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.

Note 3.  Segment Information

     The  Company  has ten  regional  operating  divisions  in  addition  to our
corporate  headquarters;  however,  it has determined that it has one reportable
segment.   All  of  the  divisions   are  managed  based  on  similar   economic
characteristics.  Each of the regional  operating  divisions  provides  short-to
medium-haul truckload carrier services of general commodities to a similar class
of customers. In addition, each division exhibits similar financial performance,
including  average  revenue  per mile and  operating  ratio.  As a result of the
foregoing,  the Company has  determined  that it is appropriate to aggregate its
operating divisions into one reportable segment, consistent with the guidance in
Statement of Financial Accounting Standards ("SFAS") No. 131.  Accordingly,  the
Company  has  not  presented  separate  financial  information  for  each of its
operating divisions as the Company's  consolidated  financial statements present
its one reportable segment.

Note 4.  Reclassifications

     Certain prior year amounts have been reclassified to conform to the current
year  presentation.  These  reclassifications  did not  have any  effect  on the
Company's financial position, operating income, net income or cash flows for the
period ended June 30, 2007.  In the  consolidated  balance  sheet as of June 30,
2008,  the Company  classified  accrued  interest on auction rate  securities as
other current  assets.  The Company  previously  presented  accrued  interest on
auction rate securities as short-term  investments.  In the consolidated balance
sheet as of December  31,  2007,  the Company  reclassified  $1.7  million  from
short-term investments to other current assets. In the consolidated statement of
cash flows for the period ended June 30,  2007,  the Company  reclassified  $1.2
million  from   investing   activities  as  a  component  of  net  purchases  of
investments,  to operating activities as a component of changes in other current
assets.

                                       5


Note 5.  Adoption of SFAS 157

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
SFAS 157. SFAS 157 became effective for the Company on January 1, 2008. SFAS No.
157 defines fair value,  specifies a hierarchy of valuation  techniques based on
whether the inputs to those valuation techniques are observable or unobservable,
and enhances  disclosures about fair value  measurements.  Observable inputs are
inputs that reflect market data obtained from sources independent of the Company
and unobservable  inputs are inputs based on the Company's own assumptions based
on best  information  available in the  circumstances.  The two sources of these
inputs are used in applying the following fair value hierarchy:

          o    Level 1 - quoted prices in active markets for identical assets or
               liabilities.
          o    Level 2 - quoted  prices for  similar  assets or  liabilities  in
               active markets;  quoted prices for identical or similar assets or
               liabilities in markets that are not active;  modeling with inputs
               that have observable  inputs (i.e.  interest rates  observable at
               commonly quoted intervals.
          o    Level 3 - valuation is generated from model-based techniques that
               use significant assumptions not observable in the market

Under SFAS 157, the Company must value assets and  liabilities at the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction  between market  participants  at the  measurement  date. Fair value
measurements  for  assets  and  liabilities  where  there  exists  limited or no
observable  market  data  and,  therefore,  are  based  primarily  upon  our own
estimates  (with input from our external  services  providers),  are  calculated
based on our  assessment of current market and economic  conditions.  Therefore,
the results  cannot be determined  with  precision and may not be realized in an
actual sale or immediate  settlement  of the asset or  liability.  Additionally,
there may be inherent  weaknesses in any calculation  technique,  and changes in
the  underlying  assumptions  used,  including  discount  rates and estimates of
future cash  flows,  that could  significantly  affect the results of current or
future values.

See Note 7 for further discussion of the impact of SFAS 157 for the period ended
June 30,  2008.  The adoption of SFAS 157 did not have any impact on income from
operations,  net income,  and related  earnings per share for the three month or
six month periods ended June 30, 2008.

Note 6.  Cash and Cash Equivalents

     Cash  equivalents are short-term,  highly liquid  investments with original
maturities  of  three  months  or  less.  Restricted  and  designated  cash  and
short-term  investments  totaling $5.7 million at June 30, 2008 and December 31,
2007 are included in other assets. The restricted funds represent those required
by state  agencies for  self-insurance  purposes and  designated  funds that are
earmarked for a specific purpose and not for general business use.

Note 7.  Investments

     The Company's  investments  are primarily in the form of tax free,  auction
rate  student  loan  educational  bonds  backed by the U.S.  government  and are
classified as available for sale.  The  investments  typically  have an interest
reset provision of 35 days with  contractual  maturities that range from 6 to 39
years as of June 30, 2008.  At the reset date the Company has the option to roll
the  investments  and  reset the  interest  rate or sell the  investments  in an
auction.  The Company  receives  the par value of the  investment  plus  accrued
interest on the reset date if the underlying  investment is sold.  Primarily all
investments have AAA (or equivalent)  ratings from recognized rating agencies as
of June 30, 2008.  There were no gains  (losses) on sales of  investments in the
auction process prior to auction failures.

     During the quarter  ended March 31,  2008 the  Company  began  experiencing
failures in the auction  process of auction rate securities held by the Company.
As of  June  30,  2008,  all of  the  Company's  auction  rate  securities  were
associated with unsuccessful  auctions.  Based on the unsuccessful auctions that
began during  February  2008 and  continued  through June 30, 2008,  the Company


                                       6


reclassified  these  investments  to long-term  investments.  In  addition,  the
Company recorded an adjustment to fair value to reflect the lack of liquidity in
these securities as discussed in more detail below.  This is consistent with the
presentation  made in the  financial  statements  as of March 31, 2008. To date,
there have been no instances  of  delinquencies  or  non-payment  of  applicable
interest.  Investment  income  received is generally  exempt from federal income
taxes and is accrued as earned.  Accrued  interest  income is  included in other
current assets in the consolidated balance sheet.

     The Company was  required  to estimate  the fair value of the auction  rate
securities in accordance with SFAS 157, "Fair Value  Measurements"  which became
effective  for the  Company  as of January 1,  2008.  Fair value  represents  an
estimate of what the Company could have sold the  investments  for in an orderly
transaction with a third party as of the June 30, 2008 measurement date although
it is not the  intent of the  Company  to sell  such  securities  at  discounted
pricing.  Historically, the fair value of such investments was reported based on
amortized  cost.   Until  auction  failures  began,  the  fair  value  of  these
investments  were  calculated  using Level 1 observable  inputs per SFAS 157 and
fair value was deemed to be equivalent to amortized  cost due to the  short-term
and regularly occurring auction process.  Based on auction failures beginning in
mid-February  2008 and continued  failures through June 30, 2008, there were not
any observable  quoted prices or other relevant  inputs for identical or similar
securities.  Estimated fair value of all auction rate security investments as of
June 30, 2008 was calculated using  unobservable,  Level 3 inputs, as defined by
SFAS  157.  The  fair  value  of  these  investments  as of the  June  30,  2008
measurement  date  could  not be  determined  with  precision  based  on lack of
observable  market  data and could  significantly  change in future  measurement
periods.  There were no unrealized gains (losses)  recorded upon the adoption of
SFAS 157 as of January 1, 2008 and all the unrealized losses as of June 30, 2008
relate to the  Company's  investment  in auction rate  student loan  educational
bonds.

     The estimated fair value of the underlying  investments as of June 30, 2008
declined  below  amortized  cost of the  investments,  as a result of  liquidity
issues  in the  auction  rate  markets.  With the  assistance  of the  Company's
financial advisors, fair values of the student loan auction rate securities were
estimated  using a  discounted  cash  flow  approach  to  value  the  underlying
collateral of the trust issuing the debt  securities  considering  the estimated
average life of the  underlying  student  loans that are the  collateral  to the
trusts,  principal outstanding and payout formulas.  These underlying cash flows
were  discounted  using interest rates  consistent  with  instruments of similar
quality and duration with an adjustment for a higher  required yield for lack of
liquidity in the market for these auction rate securities.  The Company obtained
an  understanding  of  assumptions  in  models  used by  third  party  financial
institutions to estimate fair value. As a result of the fair value measurements,
the Company recognized an unrealized loss and reduction to investments, of $10.4
million  during  the six month  period  ended June 30,  2008.  There was not any
unrealized  loss on  investments  as of December  31, 2007 as the  auctions  had
functioned regularly through that date. The unrealized loss of $10.2 million net
of tax was recorded as an adjustment to other accumulated comprehensive loss.

     The Company has evaluated the unrealized  losses to determine  whether this
decline is other than  temporary.  Management  has concluded the decline in fair
value to be temporary based on the following considerations:

          o    Current  market  activity  and the lack of  severity  or extended
               decline do not warrant  such  action at this time.  o During June
               2008,  the  Company  received  $1.1  million  as the  result of a
               partial call by an issuer. The Company received par value for the
               amount of the call.
          o    Subsequent to June 30, 2008, the Company received $8.0 million in
               calls at par, further evidencing that the underlying  investments
               are being settled at par.
          o    Based on the Company's  financial  operating  results,  operating
               cash  flows and debt free  balance  sheet,  the  Company  has the
               ability and intent to hold such securities  until recovery of the
               unrealized loss.
          o    There has not been any significant  changes in  collateralization
               and ratings of the underlying  securities  since the first failed
               auction.


                                       7


          o    The Company is not aware of any  changes in default  rates of the
               underlying  student  loans  that  are the  assets  to the  trusts
               issuing the ARS debt.
          o    Currently there is legislative  pressure to provide  liquidity in
               student loan  investments,  providing  liquidity to state student
               loan  agencies,  to continue to provide  financial  assistance to
               eligible  students  to  enable  higher  educations.  This has the
               potential to impact existing  securities with underlying  student
               loans.
          o    As  individual  trusts that are the  issuers of the auction  rate
               student  loan debt,  which the  Company  holds,  continue  to pay
               higher default rates of interest, there is the potential that the
               underlying  trust would seek  alternative  financing and call the
               existing  debt at which point it is estimated  the Company  would
               receive par value of the investment.

     As the Company has the intent and ability to hold these  investments  until
     recovery,  there was not any other than  temporary  impairment  recorded on
     these investments during the period ended June 30, 2008.

     Management will monitor its  investments  and ongoing market  conditions in
future  periods to assess  impairments  considered  to be other than  temporary.
Should  estimated  fair value  continue  to remain  below cost or the fair value
decrease  significantly  from current fair value, the Company may be required to
record an impairment of these investments,  through a charge in the consolidated
statement of operations.

     The table below presents a  reconciliation  for all assets and  liabilities
measured  at fair value on a  recurring  basis  using  significant  unobservable
inputs (Level 3) during the six month period ended June 30, 2008.

                                                             Available-for-sale
       Level 3 Fair Value Measurements                       debt securities (1)
                                                               (in thousands)

       Balance, December 31, 2007                               $        -
       Purchases, sales, issuances, and settlements                 10,924
       Transfers in to (out of) Level 3                            186,427
       Total gains or losses (realized/unrealized):
            Included in earnings                                         -
            Included in other comprehensive loss                   (10,413)
                                                                ----------
       Balance, June 30, 2008                                   $  186,938
                                                                ==========


     (1) Available-for-sale auction rate securities had observable market inputs
and were  valued at  amortized  cost at  December  31,  2007  based on  regular,
successful auctions.  Based on unsuccessful auctions during the six months ended
June 30,  2008,  the fair value of these  securities  was  changed  to  modeling
techniques, as described previously, using unobservable market inputs.



                                       8



     The  amortized  cost and fair  value of  investments  at June 30,  2008 and
December 31, 2007 were as follows:

                                                  Gross        Gross
                                    Amortized   Unrealized   Unrealized   Fair
                                      Cost        Gains        Losses     Value
June 30, 2008:                                     (in thousands)
   Current:
     Municipal bonds                $     460         -           -    $    460
   Long-term
     Municipal bonds                $      76         -           -    $     76
     Auction rate student loan
      educational bonds               197,351         -       10,413    186,938
                                    ---------   ----------   -------   --------
                                    $ 197,427         -      $10,413   $187,014
                                    =========   ==========   =======   ========

December 31, 2007:
   Current:
     Municipal bonds                $     517         -           -    $    517
     Auction rate student loan
      educational bonds               186,427         -           -     186,427
                                    ---------   ----------   -------   --------
                                    $ 186,944         -           -    $186,944
                                    =========   ==========   =======   ========


Note 8. Property, Equipment, and Depreciation

     Property and equipment are stated at cost,  while  maintenance  and repairs
are charged to operations  as incurred.  Depreciation  for  financial  statement
purposes  is  computed  by the  straight-line  method for all assets  other than
tractors.  Tractors  are  depreciated  by the  125%  declining  balance  method.
Tractors  are  depreciated  to salvage  values of  $15,000  while  trailers  are
depreciated to salvage values of $4,000.

Note 9. Earnings Per Share

     Earnings  per share are  based  upon the  weighted  average  common  shares
outstanding   during  each  period.   Heartland  Express  has  no  common  stock
equivalents;  therefore,  diluted earnings per share are equal to basic earnings
per share.

Note 10. Dividends

     On June 9,  2008,  the  Company's  Board of  Directors  declared  a regular
quarterly  dividend  of $0.02 per  common  share,  approximately  $1.9  million,
payable July 2, 2008 to  shareholders of record at the close of business on June
20, 2008. On July 2, 2008, the Company paid the $1.9 million  dividend  declared
during the second quarter of 2008.

     Future  payment of cash  dividends  and the amount of such  dividends  will
depend upon financial conditions,  results of operations, cash requirements, tax
treatment,  and certain  corporate law  requirements,  as well as factors deemed
relevant by our Board of Directors.

Note 11. Income Taxes

     In July 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation   No.  48,   Accounting  for   Uncertainty  in  Income   Taxes-An
Interpretation of FASB Statement No. 109 ("FIN48").  Beginning with the adoption
of FIN 48, the Company  recognizes  the effect of income tax  positions  only if
those positions are more likely than not of being sustained.  Recognized  income
tax positions are measured at the largest amount that is greater than 50% likely
of being  realized.  Changes in recognition or measurement  are reflected in the
period in which the change in judgment occurs.  The Company records interest and
penalties related to unrecognized tax benefits in income tax expense.

     The Company  recognized  additional tax  liabilities of $4.8 million with a
corresponding  reduction to beginning retained earnings as of January 1, 2007 as
a result of the adoption of FIN 48. The total amount of gross  unrecognized  tax
benefits was $25.2 million as of January 1, 2007, the date of adoption and $25.7
million at December 31, 2007. At June 30, 2008, the Company had a total of $22.4
million in gross  unrecognized  tax  benefits.  Of this  amount,  $14.6  million
represents the amount of  unrecognized  tax benefits that, if recognized,  would
impact  our  effective  tax rate.  Unrecognized  tax  benefits  were  reduced by
approximately  $2.2  million  and $3.2  million  during  the three and six month


                                       9


period  ended June 30,  2008,  respectively,  due to the  expiration  of certain
statutes of limitation.  There were no additional tax accruals for uncertain tax
positions  recorded  during the quarter ended June 30, 2008. The total amount of
accrued  interest and  penalties  for such  unrecognized  tax benefits was $14.4
million at June 30, 2008 and $14.9  million at December 31,  2007.  Net interest
and penalties included in income tax expense for the three and six month periods
ended  June 30,  2008 was a  benefit  of  approximately  $0.4 and $0.2  million,
respectively,  and  was  not  material  for  the  same  period  of  2007.  These
unrecognized  tax  benefits  relate to risks  associated  with state  income tax
filing positions for the Company's corporate subsidiaries.

     The Company's effective tax rate was 25.6% and 35.9 %, respectively, in the
three months ended June 30, 2008 and 2007. The Company's  effective tax rate was
30.3% and 35.3%,  respectively,  in the six months ended June 30, 2008 and 2007.
The decrease in the effective tax rate is directly  attributable  to a favorable
income  tax  expense   adjustment  as  a  result  of  the  application  of  FASB
Interpretation  No. 48 ("FIN 48").  Under the  application  of FIN 48 during the
quarter  ended June 30,  2008 and six months  ended June 30,  2008,  the Company
reduced its liability for unrecognized tax benefits and associated penalties and
interest for lapses in applicable  statute of  limitations.  The  associated tax
benefit was $2.5  million and $3.5  million for the three and six month  periods
ended June 30, 2008, respectively.  The associated changes for the three and six
month periods ended June 30, 2007 were not material.

     A number of years may elapse  before an  uncertain  tax position is audited
and ultimately  settled.  It is difficult to predict the ultimate outcome or the
timing of resolution for uncertain tax positions. It is reasonably possible that
the amount of unrecognized tax benefits could significantly increase or decrease
within the next twelve months. These changes could result from the expiration of
the statute of limitations,  examinations or other unforeseen circumstances.  As
of June  30,  2008,  the  Company  did not  have  any  ongoing  examinations  or
outstanding  litigation related to tax matters. At this time,  management's best
estimate of the reasonably  possible  change in the amount of  unrecognized  tax
benefits to be a decrease of approximately  $1.0 to $1.5 million during the next
twelve months mainly due to the expiration of certain statute of limitations.

     The  federal  statute of  limitations  remains  open for the years 2005 and
forward.  Tax  years  1998 and  forward  are  subject  to  audit  by  state  tax
authorities depending on the tax code of each state.

Note 12. Commitments and Contingencies

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

Note 13. Share Repurchases

     In  September  2001,  the Board of  Directors  of the Company  authorized a
program to repurchase  15.4 million  shares,  as adjusted for stock splits after
the  approval,  of the  Company's  common  stock in open  market  or  negotiated
transactions  using available  cash,  cash  equivalents,  and  investments.  The
authorization to repurchase  remains open at June 30, 2008 and has no expiration
date.  The  repurchase  program may be  suspended  or  discontinued  at any time
without prior notice.

     The Company  repurchased  the  following  shares of common  stock under the
above-described repurchase plan:

                                                       Six Months Ended June 30,
                                                       ------------------------
                                                          2008         2007
                                                       ----------   -----------
Shares of Common Stock Repurchased (in Millions)
                                                              0.8            -
Value of stock repurchased (in Millions)               $     10.6   $        -


                                       10


Note 14. Related Party Transactions

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

     Rent  expense  paid  to  the  Company's  chief  executive  officer  totaled
approximately  $0.02 million for the three months ended June 30, 2008. There was
no rent  expense  paid to the chief  executive  officer  during the three months
ended June 30, 2007.  Rent expense paid to the chief  executive  officer totaled
approximately  $0.03 million and $0.05 million for the six months ended June 30,
2008 and 2007. Rent expense is included in rent and purchased transportation per
the  consolidated  statements of income.  There were not any amounts due and not
paid under these leases as of June 30, 2008.

Note 15. Accounting Pronouncements

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

     In December  2007,  the FASB issued SFAS No. 141R, "Business  Combinations"
("SFAS  141R")  and  SFAS  Statement  No.  160,  "Noncontrolling   Interests  in
Consolidated  Financial  Statements - an  amendment  to ARB No. 51" ("SFAS 160")
(collectively,  "the  Statements").  The  Statements  require most  identifiable
assets,  liabilities,  noncontrolling  interests,  and  goodwill  acquired  in a
business   combination   to  be  recorded  at  "full  fair  value"  and  require
noncontrolling  interests  (previously  referred to as minority interests) to be
reported as a component of equity, which changes the accounting for transactions
with noncontrolling  interest holders.  The Statements are effective for periods
beginning on or after  December 15, 2008,  and earlier  adoption is  prohibited.
SFAS 141R will be applied to business combinations occurring after the effective
date. SFAS 160 will be applied  prospectively to all  noncontrolling  interests,
including  any that arose before the  effective  date.  The Company is currently
evaluating  the impact of adopting the  Statements  on its results of operations
and financial position.

     On May 9, 2008,  the FASB issued SFAS No. 162, "The  Hierarchy of Generally
Accepted Accounting Principles" ("SFAS No. 162") which reorganizes the generally
accepted accounting  principles ("GAAP") hierarchy as detailed in the statement.
The purpose of the new standard is to improve financial reporting by providing a
consistent  framework for determining what accounting  principles should be used
when preparing U.S. GAAP financial statements. SFAS No. 162 will be effective 60
days  following the SEC's approval of the Public  Company  Accounting  Oversight
Board  amendments to AU Section 411, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting  Principles.  The Company does not expect the
adoption of SFAS No. 162 to effect the financial position, results of operations
or cash flows of the Company.

Note 16. Subsequent Event

     Subsequent  to June 30, 2008,  the Company  entered  into a  commitment  to
acquire new revenue equipment for approximately $86.0 million,  net of trade-ins
and sales, for delivery through the remainder of 2008 and throughout 2009. These
commitments are expected to be financed from existing cash, cash equivalents and
short-term investment balances and cash flows from operations.

                                       11


     During July 2008 the Company  received  approximately  $8.0 million in cash
from auction rate securities  called by issuers.  The Company received par value
for the investments called.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

Forward Looking Statements

     Except for certain historical  information contained herein, this Quarterly
Report on Form 10-Q contains  forward-looking  statements  within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve risks, assumptions and uncertainties which are difficult to predict. All
statements,  other than statements of historical fact, are statements that could
be deemed  forward-looking  statements,  including any  projections of earnings,
revenues,  or other financial  items; any statements of plans,  strategies,  and
objectives  of  management  for future  operations;  any  statements  concerning
proposed  new  strategies  or  developments;  any  statements  regarding  future
economic  conditions or performance;  any statements of belief and any statement
of assumptions underlying any of the foregoing.  Words such as "believe," "may,"
"could,"  "expects,"  "anticipates," and "likely," and variations of these words
or  similar   expressions,   are  intended  to  identify  such   forward-looking
statements.  The Company's  actual  results could differ  materially  from those
discussed in the section  entitled  "Factors  That May Affect  Future  Results,"
included in  "Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations"  set forth in the Company's  Annual report on Form 10-K,
which is by this reference incorporated herein. The Company does not assume, and
specifically disclaims, any obligation to update any forward-looking  statements
contained in this Quarterly report.


Overview

     Heartland Express,  Inc. is a short-to-medium  haul truckload carrier.  The
Company  transports freight for major shippers and generally earns revenue based
on the number of miles per load delivered. The Company provides regional dry van
truckload  services  from eight  regional  operating  centers plus its corporate
headquarters. The Company's nine regional operating centers, accounted for 73.4%
and 73.2% of the second quarter 2008 and 2007  operating  revenues and 73.5% and
73.1% of the operating revenues for the six month period ended June 30, 2008 and
2007.  The Company takes pride in the quality of the service that it provides to
its  customers.  The  keys  to  maintaining  a high  level  of  service  are the
availability of late-model equipment and experienced drivers.

     Operating  efficiencies  and cost controls are achieved  through  equipment
utilization,  operating a fleet of late model equipment, maintaining an industry
leading driver to non-driver  employee  ratio,  and the effective  management of
fixed and variable  operating  costs.  At June 30, 2008,  the Company's  tractor
fleet had an average age of 2.5 years while the trailer fleet had an average age
of 4.3 years.  During July 2008, the Company finalized plans for a tractor fleet
upgrade covering  approximately half of the Company's  tractors.  The Company is
anticipating  delivery  of  the  tractors  during  the  remainder  of  2008  and
throughout 2009. The Company has grown  internally by providing  quality service
to targeted  customers with a high density of freight in the Company's  regional
operating  areas.  In  addition to the  development  of its  regional  operating
centers,  the Company has made five  acquisitions  since 1987.  Future growth is
dependent upon several  factors  including the level of economic  growth and the
related  customer  demand,  the  available  capacity in the  trucking  industry,
potential of  acquisition  opportunities,  and the  availability  of experienced
drivers.

     The Company  ended the second  quarter of 2008 with  operating  revenues of
$164.6  million,  including fuel  surcharges,  net income of $17.2 million,  and
earnings per share of $0.18 on average  outstanding shares of 96.2 million.  The
Company posted an 87.3% operating ratio  (operating  expenses as a percentage of
operating  revenues)  and a 10.5% net  margin  (net  income as a  percentage  of
operating revenues).  The Company ended the quarter with cash, cash equivalents,
short-term and long-term  investments of $215.2 million and a debt-free  balance
sheet.  The Company had total  assets of $538.2  million at June 30,  2008.  The
Company achieved a return on assets of 12.5% and a return on equity of 19.3% for
the twelve months ended June 30, 2008,  compared to the twelve months ended June
30, 2007 which were 14.9% and 21.1%, respectively.  The Company's cash flow from


                                       12


operations for the first six months of 2008 of $44.0 million represented a 21.0%
decrease  from the same  period of 2007  mainly due to a decrease in net income.
The Company's cash flow from operations was 14.0% of operating  revenues for the
six month  period  ended June 30, 2008  compared to 19.0% for the same period in
2007.

     The overall decline in the demand for freight services,  an overcapacity of
trucks and historical highs in fuel pricing  continued to negatively  impact the
operating  results  for the three  and six month  periods  ended  June 30,  2008
although  the Company did  experience  an increase in demand for freight late in
the second  quarter of 2008.  The soft  freight  demand  continued  to result in
downward pressures on freight and fuel surcharge rates and has resulted in lower
equipment  utilization  for the three and six month periods ended June 30, 2008.
Fuel expense, net of fuel surcharge recoveries, increased 20.4% during the three
month  period  ended June 30, 2008  compared to the 2007 three month  period and
21.7%  during the six month  period  ended June 30,  2008  compared  to the same
period of 2007.

Results of Operations:

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




                                            Three Months Ended Six Months Ended
                                                  June 30,          June 30,
                                               2008     2007     2008     2007
                                              ------   ------   ------   ------
                                                             
Operating revenue ..........................  100.0%   100.0%   100.0%   100.0%
                                              -----    -----    -----    -----
Operating expenses:
  Salaries, wages, and benefits ............   29.5%    34.2%    31.0%    33.8%
  Rent and purchased transportation ........    3.1      3.8      3.3      3.7
  Fuel .....................................   36.8     26.6     35.4     26.2
  Operations and maintenance ...............    2.6      2.3      2.7      2.3
  Operating taxes and licenses .............    1.4      1.6      1.5      1.6
  Insurance and claims .....................    4.3      3.8      3.4      3.9
  Communications and utilities .............    0.6      0.7      0.6      0.6
  Depreciation .............................    6.5      8.0      6.7      8.1
  Other operating expenses .................    2.5      3.0      2.7      2.9
  Gain on disposal of property and equipment     --     (2.8)    (0.2)    (3.3)
                                              -----    -----    -----    -----
  Total operating expenses .................   87.3%    81.2%    87.0%    79.7%
                                              -----    -----    -----    -----
                       Operating income .....  12.7%    18.8%    13.0%    20.3%
Interest income .............................   1.4      1.9      1.6      2.1
                                              -----    -----    -----    -----
          Income before income taxes .......   14.1%    20.8%    14.6%    22.4%
Federal and state income taxes ..............   3.6      7.5      4.4      7.9
                                              -----    -----    -----    -----
          Net income .......................   10.5%    13.3%    10.2%    14.5%
                                              =====    =====    =====    =====


     The following is a discussion of the results of operations of the three and
six month period ended June 30, 2008 compared with the same period in 2007.

Three Months Ended June 2008 and 2007

     Operating revenue increased $15.5 million (10.4%), to $164.6 million in the
second  quarter of 2008 from $149.1  million in the second  quarter of 2007. The
increase in revenue resulted from an increase in fuel surcharge revenue of $17.3
million  to  $38.4  million,  offset  by a  decrease  in line  haul  revenue  of
approximately $1.8 million.  The increase in fuel surcharge revenue was a direct
result of an increase in fuel costs during the period.  Fuel  surcharge  revenue
was $21.1  million in the  second  quarter of 2007.  The  decrease  in line haul
revenue was due to a reduction in fleet miles, $3.3 million,  as a direct result


                                       13


of an overall  decline in market demand for freight offset by line haul revenues
as a result of rate improvements, of approximately $1.5 million.

     Salaries,  wages,  and benefits  decreased  $2.4 million  (4.6%),  to $48.6
million in the second  quarter of 2008 from $51.0 million in the second  quarter
of 2007.  The  decrease in  salaries,  wages and  benefits was the net result of
decreases of approximately  $0.7 million in company driver wages,  approximately
$0.2  million in health  insurance  and  approximately  $1.6 million in workers'
compensation offset by an increase of $0.1 million in non-driver payroll. Driver
wages decreased $0.7 million (2.0%), due to a decrease in total fleet miles as a
direct result of an overall decline in market demand for freight. The mix of the
number of employee drivers to independent  contractors  increased  slightly to a
mix of 96% company  drivers and 4%  independent  contractors  during the quarter
ended  June  30,  2008  compared  to 95%  company  drivers  and  5%  independent
contractors   during  the  same  period  of  2007.   The  decrease  in  workers'
compensation expense , $1.6 million (68.4%) to $0.7 million in the quarter ended
June 30, 2008 from $2.3 million in for the same period in 2007 due to a decrease
in frequency and severity of claims.  Health  insurance  expense  decreased $0.2
million  (10.0%) to $2.3 million in the second quarter of 2008 from $2.5 million
in second quarter of 2007 due to a decrease in frequency and severity of claims.

     Rent and purchased  transportation  decreased $0.5 million (8.8%),  to $5.1
million in the second quarter of 2008 from $5.6 million in the second quarter of
2007. Rent and purchased  transportation  for both periods includes amounts paid
to  independent  contractors  under the Company's fuel  stability  program.  The
decrease  reflects  the  net  effect  of  the  Company's   decreased  number  of
independent  contractors  as well as an  overall  decrease  in miles  driven  by
independent contractors ($1.0 million) and an increase of amounts paid under the
Company's fuel stability program ($0.5 million).

     Fuel increased $20.8 million (52.4%), to $60.5 million for the three months
ended June 30, 2008 from $39.7 million for the same period of 2007. The increase
is the net result of increased fuel prices,  a slight  decrease in miles driven,
and a  decrease  in fuel  economy  associated  with the  EPA-mandated  clean air
engines  requirements on tractor models acquired during 2006. The Company's fuel
cost per mile per  company-owned  tractor mile increased 54.5% in second quarter
of 2008 compared to 2007. Fuel cost per mile, net of fuel  surcharge,  increased
22.1% in the second  quarter of 2008  compared  to 2007.  The  Company's  second
quarter  fuel cost per  gallon,  $4.21 per  gallon,  increased  by 60.8% in 2008
compared  to the same period of 2007,  $2.62 per  gallon,  which was offset by a
slight increase in fuel economy based on fuel cost reduction initiatives.

     Operations and maintenance  increased $0.9 million (24.4%), to $4.4 million
in the second  quarter of 2008 from $3.5  million in the second  quarter of 2007
due  to  an  increase  in  preventative   maintenance,   maintenance  and  parts
replacement directly related to an increase in average age of our tractor fleet.

     Insurance and claims increased $1.3 million (23.3%), to $7.0 million in the
second quarter of 2008 from $5.7 million in the second quarter of 2007 due to an
increase in the severity of larger claims.

     Depreciation  decreased $1.2 million  (10.2%),  to $10.7 million during the
second  quarter of 2008 from $11.9  million in the second  quarter of 2007.  The
decrease  is mainly  attributable  to a decrease  in tractor  purchases  for the
twelve month periods  leading up to and  including  the quarters  ended June 30,
2008 and 2007.  As tractors are  depreciated  using the 125%  declining  balance
methods,  depreciation  expense  declines in years  subsequent to the first year
after initial  purchase.  Tractor  depreciation  decreased  $1.6 million to $7.3
million in the  quarter  ended June 30,  2008 from $8.9  million in the  quarter
ended  June 30,  2007.  The  decline in  tractor  depreciation  was offset by an
increase of $0.1 million in trailer  depreciation  and $0.3 million on all other
assets for the three months  ended June 30, 2008  compared to the same period of
2007. The increase in trailer  depreciation was the direct result of an increase
in the average number of trailers from period to period.  The increase in assets
other than revenue equipment was due to additional building and land improvement
depreciation  associated with new facilities in North Liberty, Iowa and Phoenix,
Arizona opened during 2nd and 3rd quarters of 2007.

                                       14


     Other operating  expenses decreased $0.3 million (6.8%), to $4.1 million in
the  second  quarter of 2008 from $4.4  million  in the second  quarter of 2007.
Other operating  expenses  consists of costs incurred for  advertising  expense,
freight handling,  highway tolls, driver recruiting expenses, and administrative
costs.

     Loss (gain) on the  disposal  of  property  and  equipment  decreased  $4.1
million  (100%),  to a loss of $0.01 million  during the second  quarter of 2008
from a gain of $4.1 million in the second  quarter of 2007.  Approximately  $2.2
million of the decline is attributable  to a substantial  decrease in the number
of tractors  traded or sold during the 2008 period  compared to the 2007 period.
Additionally,  there was  approximately  $1.9 million in gains during the second
quarter of 2007 as the Company  sold real  estate  held in Dubois,  Pennsylvania
that was being  leased to an unrelated  third party.  There was not any property
sales during the quarter ended June 30, 2008.

     Interest  income  decreased  $0.7 million  (23.1%) in the second quarter of
2008  compared  to the 2007  period as a result of a 17.1%  decrease  in average
cash, cash equivalents, and investments held during each period. The decrease in
average cash, cash equivalents,  and investments is primarily due to the payment
of a special  dividend in May 2007 of  approximately  $196.5  million  which was
primarily funded with the sale of investments.

     The Company's effective tax rate was 25.6% and 35.9%, respectively,  in the
second  quarter of 2008 and 2007.  The  decrease in the  effective  tax rate was
largely attributable to a favorable income tax expense adjustment as a result of
the  application of FIN 48. Under the application of FIN 48, the Company reduced
its liability for  unrecognized  tax benefits  related to risks  associated with
state income tax filing positions for the Company's corporate subsidiaries.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a  percentage  of  operating  revenue)  was 87.3%  during the second
quarter of 2008  compared  with 81.2%  during  the second  quarter of 2007.  Net
income  decreased  $2.6  million  (13.2%),  to $17.2  million  during the second
quarter of 2008 from $19.8 million during the second quarter of 2007.

Six Months Ended June 2008 and 2007

     Operating  revenue increased $21.1 million (7.2%), to $313.6 million in the
six months  ending  June 30, 2008 from $292.5  million in the 2007  period.  The
increase in revenue resulted from an increase in fuel surcharge revenue of $27.0
million  to  $66.2  million,  offset  by a  decrease  in line  haul  revenue  of
approximately $5.9 million.  The increase in fuel surcharge revenue was a direct
result of an increase in fuel costs during the period.  Fuel  surcharge  revenue
was $39.2  million for the six months ended June 30, 2007.  The decrease in line
haul revenue was due to a reduction in fleet miles,  $7.5  million,  as a direct
result of an overall  decline  in market  demand for  freight  that the  Company
experienced during the first half of 2008 compared to 2007. The decrease in line
haul  revenue  due to  reduction  of fleet miles was offset  approximately  $1.6
million due to average  line haul rate  improvements  for the six months  ending
June 30, 2008 compared to the same period of 2007.


         Salaries, wages, and benefits decreased $1.8 million (1.8%), to $97.2
million in the six months ended June 30, 2008 from $99.0 million in the 2007
period. The decrease in salaries, wages and benefits was the net result of
decreases of approximately $1.8 million in company driver wages, approximately
$0.3 million in workers' compensation and approximately $0.2 in other benefits
offset by an increase of $0.5 million in non-driver payroll. Driver wages
decreased $1.8 million (2.4%), due to a decrease in total fleet miles as a
direct result of an overall softness in market demand for freight during the
first half of 2008 compared to the same period of 2007. The mix of the number of
employee drivers to independent contractors increased slightly to a mix of 96%
company drivers and 4% independent contractors during the six months ended June
30, 2008 compared to 95% company drivers and 5% independent contractors during
the same period of 2007. The decrease in workers' compensation expense, $0.3
million (8.3%) to $2.9 million in the six month period ended June 30, 2008 from
$3.1 million in for the same period in 2007 due to a decrease in frequency and
severity of claims. The increase in non-driver payroll was mostly due to
increased employee levels.

                                       15


     Rent and purchased  transportation  decreased $0.6 million (5.7%), to $10.3
million  in the first six  months of 2008 from  $10.9  million  in the  compared
period of 2007.  Rent and  purchased  transportation  for both periods  includes
amounts paid to  independent  contractors  under the  Company's  fuel  stability
program.  The decrease reflects the net effect of the Company's decreased number
of  independent  contractors  as well as an overall  decrease in miles driven by
independent contractors ($1.5 million) and an increase of amounts paid under the
Company's fuel stability program ($0.9 million).

     Fuel increased $34.5 million (45.1%),  to $111.0 million for the six months
ended June 30, 2008 from $76.5 million for the same period of 2007. The increase
is the net result of  increased  fuel prices  ($36.1  million) and a decrease in
miles driven ($1.6 million).  The Company's fuel cost per company-owned  tractor
mile increased  48.2% in first six months of 2008 compared to the same period of
2007.  Fuel cost per mile, net of fuel  surcharge,  increased 24.0% in the first
six months of 2008 compared to the same period of 2007.  The Company's fuel cost
per gallon  for the first six months of 2008,  $3.80 per  gallon,  increased  by
51.9% in 2008 compared to the same period of 2007, $2.50 per gallon.

     Operations and maintenance  increased $1.6 million (24.1%), to $8.3 million
in the six months ended June 30, 2008 from $6.7  million for the  compared  2007
due  to  an  increase  in  preventative   maintenance,   maintenance  and  parts
replacement  directly related to an increase in average age of our tractor fleet
as well as more adverse weather conditions during the first three months of 2008
compared to the same period of 2007.

     Insurance and claims decreased $0.5 million (4.3%), to $10.8 million in the
six months ended June 30, 2008 from $11.3 million in the same period of 2007 due
to decreases in the frequency and severity of claims.

     Depreciation  decreased $2.5 million (10.6%),  to $21.1 million for the six
month period ended June 30, 2008 from $23.6  million in the same period of 2007.
The decrease is mainly  attributable to a decrease in tractor  purchases for the
twelve month  periods  leading up to and  including the first six months of 2008
and 2007. As tractors are depreciated  using the 125% declining balance methods,
depreciation  expense  declines  in years  subsequent  to the first  year  after
initial purchase.  Tractor depreciation  decreased $3.5 million to $14.2 million
in the six month  period  ended June 30, 2008 from $17.7  million in the quarter
ended June 30,  2007 on  approximately  a 1%  decrease in the amount of tractors
operated.  The decline in tractor depreciation was offset by an increase of $0.4
million in trailer depreciation and $0.6 million on all other assets for the six
month  period  ended June 30,  2008  compared  to the same  period of 2007.  The
increase  in trailer  depreciation  was the direct  result of an increase in the
average  number of  trailers  from  period to period of  approximately  6%.  The
increase in other asset  depreciation is due to new facilities in North Liberty,
Iowa and Phoenix, Arizona opened during 2nd and 3rd quarters of 2007.

     Other operating  expenses  decreased $0.1 million  (1.1%),  to $8.5 million
during the six months  ended June 30, 2008 from $8.6  million in the same period
of 2007.  Other  operating  expenses  consists of costs incurred for advertising
expense,  freight  handling,  highway tolls,  driver  recruiting  expenses,  and
administrative costs.

     Gain on the  disposal of property  and  equipment  decreased  $9.2  million
(93.5%),  to $0.6  million  during the six months  ended June 30, 2008 from $9.8
million in the same period of 2007. Approximately $2.3 million of the decline is
attributable  to a  substantial  decrease in the number of tractors and trailers
traded or sold during the 2008 period compared to the 2007 period. Additionally,
there was approximately  $6.8 million in gains during the six month period ended
June 30, 2007 attributable to sales of real estate held in Dubois,  Pennsylvania
that was being leased to an unrelated third party as well as an idle facility in
Columbus,  Ohio and property in  Coralville,  Iowa.  The proceeds  received from
those sales was used in the financing the new  corporate  headquarters  in North
Liberty,  Iowa.  There was not any  property  sales  during the six month period
ended June 30, 2008.

                                       16


     Interest income decreased $1.1 million (18.0%),  to $5.1 million in the six
months  ended June 30,  2008 from $6.2  million in the same  period of 2007 as a
result of a 33.9% decrease in average cash,  cash  equivalents,  and investments
held during each period.  The decrease in average cash,  cash  equivalents,  and
investments is primarily due to the payment of a special dividend in May 2007 of
approximately  $196.5  million  which  was  primarily  funded  with  the sale of
investments.

     The Company's effective tax rate was 30.3% and 35.4%, respectively,  in the
six months ended June 30, 2008 and 2007.  The decrease in the effective tax rate
was largely  attributable  to a favorable  income tax  expense  adjustment  as a
result of the  application  of FIN 48.  Under  the  application  of FIN 48,  the
Company  reduced  its  liability  in the six  months  ended June 30,  2008,  for
unrecognized  tax  benefits  related to risks  associated  with state income tax
filing positions for the Company's corporate subsidiaries.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses as a percentage  of  operating  revenue) was 87.0% during the first six
months of 2008  compared  with 79.7%  during  the first six months of 2007.  Net
income  decreased $10.5 million  (24.8%),  to $31.9 million during the first six
months of 2008 from $42.4 million during the compared 2007 period.

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 six months ended June 30, 2008,
was net cash provided by operating activities of $44.0 million compared to $55.7
million in 2007.  This  decrease of $11.7 million is due primarily to net income
(excluding  non-cash  depreciation,  deferred tax and  amortization  of unearned
compensation,  and gains on  disposal of  equipment)  being  approximately  $9.1
million  lower in the six month period ended June 30, 2008  compared to the same
period of 2007 in  addition to an increase in  operating  cash  outflows  due to
working capital items increasing approximately $2.6 million. The net increase in
cash outflows by operating  assets and  liabilities  was primarily the result of
changes in accounts receivable,  accounts payable and insurance accruals as well
as timing  of tax  payments  from  period to  period.  Cash flow from  operating
activities was 14.0 % of operating revenues in 2008 compared with 19.0% in 2007.

     Capital expenditures for property and equipment, net of trade-ins,  totaled
$0.7 million for the first six months of 2008 compared to $21.9  million  during
the same  period of 2007.  Capital  expenditures  during the first six months of
2007 included $3.8 million for construction of buildings  related to our Phoenix
and North Liberty  facilities.  Construction  of these  facilities was completed
during the second and third quarters of 2007. Capital expenditures for the first
six months of 2007 also  included  $10.4 million of tractors and $7.7 million of
trailers.   There  were  $0.4  million  in  tractor  purchases  and  no  capital
expenditures for construction costs during the first six months of 2008.

     The Company  paid cash  dividends  of $3.9  million in the six month period
ended June 30, 2008 compared to $202.4 million in 2007.  The Company  declared a
$1.9  million  cash  dividend in June 2008,  included  in  accounts  payable and
accrued liabilities at June 30, 2008, which was paid on July 2, 2008.  Dividends
paid during the six month period ended June 30, 2007 included a special dividend
of $2.00 per share,  $196.5  million,  and  regular  quarterly  dividend of $2.0
million for the second quarter of 2007.

     The Company paid income  taxes of $19.3  million,  net of refunds,  in 2008
which was $0.9  million  lower than income  taxes paid during the same period in
2007 of $20.2 million.

     In  September,  2001,  the Board of Directors  of the Company  authorized a
program to repurchase  15.4 million  shares,  adjusted for stock splits,  of the
Company's Common Stock in open market or negotiated transactions using available
cash and cash equivalents.  The authorization to repurchase remains open at June
30, 2008 and has no expiration date.  During the six months ended June 30, 2008,


                                       17


approximately  0.8 million shares of the Company's common stock were repurchased
for  approximately  $10.6  million  at  approximately   $13.40  per  share.  The
repurchased  shares were subsequently  retired.  There were no share repurchases
during the same period of 2007. At June 30, 2008, the Company has  approximately
11.5 million  shares  remaining  under the current Board of Director  repurchase
authorization. Future purchases are dependent upon market conditions.

     Management  believes the Company has adequate liquidity to meet its current
and  projected  needs.  Management  believes the Company  will  continue to have
significant capital requirements over the short and long-term which are expected
to be funded from cash flows  provided by operations  and from existing cash and
cash  equivalents.  The Company ended the quarter with $27.8 million in cash and
cash  equivalents,  an  increase  of  $19.8  million  from  December  31,  2007.
Subsequent  to auction  failures of auction rate student  loan  securities  that
began in  mid-February  2008, the Company has been  increasing its cash and cash
equivalents with excess cash flows from  operations.  This redirection of excess
net cash  flows  accounted  for the net  increase  in cash and cash  equivalents
during the six month period  ended June 30,  2008.  In addition to cash and cash
equivalents,  the Company had $0.5 million in short-term  investments and $187.0
million in long-term investments. The Company's balance sheet remains debt free.

     As of June 30, 2008,  approximately  97% of the  Company's  $187.0  million
long-term   investment  balance  was  invested  in  auction  rate  student  loan
educational bonds backed by the U.S.  government.  The majority,  (approximately
96.5%  of  student  loan  auction  rate  securities  portfolio  at  cost) of the
underlying  investments  continue  to hold  AAA  (or  equivalent)  ratings  from
recognized rating agencies.  The remaining 3.5% of the student loan auction rate
securities  portfolio  hold AA ratings.  Beginning  in  mid-February  2008,  the
auction  rate  securities  began  experiencing  auction  failures due to general
liquidity concerns. Prior to the Company experiencing unsuccessful auctions, the
auction rate  security  investments  were  classified as short-term as they were
auctioned  and sold or  interest  rates  were  reset  through a regular  auction
process  occurring  at least every 35 days of the initial  purchase.  Due to the
current lack of liquidity in these markets, the Company's current options are to
hold the investments and continue to earn average rates of return that currently
exceed  the  average  rates of return on other AAA rated,  short-term,  tax free
instruments  or sell its  investments  at a discount.  Management  continues  to
believe that current amounts of cash and cash equivalents  along with cash flows
from  operations  are  sufficient  to meet the  Company's  short  term cash flow
requirements and therefore has chosen to hold such investments  until successful
auctions  resume or the investments are called by the issuer rather than selling
the securities at discounted  prices.  The Company is confident it would be able
to secure  financing,  without selling  investments at a discount,  based on the
Company's  current debt free balance sheet and strong  operating  results should
the need arise.

     The Company was  required  to estimate  the fair value of the auction  rate
securities in accordance  with SFAS 157, which became  effective for the Company
as of January 1, 2008.  Fair value  represents  an  estimate of what the Company
could have sold the investments for in an orderly transaction with a third party
as of the June 30, 2008  measurement  date  although it is not the intent of the
Company to sell such securities at discounted  pricing.  Historically,  the fair
value of such  investments was reported based on amortized  cost.  Until auction
failures began, the fair value of these  investments were calculated using Level
1 observable  inputs per SFAS 157 and fair value was deemed to be amortized cost
due to the short-term and regularly occurring auction process.  Based on auction
failures  beginning in mid-February 2008 and continued failures through June 30,
2008,  there were not any observable  quoted prices or other relevant inputs for
identical  or  similar  securities.  Estimated  fair value of all  auction  rate
security  investments  as of June 30, 2008 was  calculated  using  unobservable,
Level 3 inputs,  as defined by SFAS 157. The fair value of these  investments as
of the June 30, 2008  measurement  date could not be determined  with  precision
based on lack of observable market data and could significantly change in future
measurement  periods.  There were no unrealized gains (losses) recorded upon the
adoption of SFAS 157 as of January 1, 2008 and all the  unrealized  losses as of
June 30, 2008 relates to the  Company's  investment in auction rate student loan
educational bonds.

     The estimated fair value of the underlying  investments as of June 30, 2008
declined  below  amortized  cost of the  investments,  as a result of  liquidity
issues  in the  auction  rate  markets.  With the  assistance  of the  Company's


                                       18


financial advisors, fair values of the student loan auction rate securities were
estimated  using a  discounted  cash  flows  approach  to value  the  underlying
collateral of the trust issuing the debt  securities  considering  the estimated
average life of the  underlying  student  loans that are the  collateral  to the
trusts,  principal outstanding and payout formulas.  These underlying cash flows
were  discounted  using interest rates  consistent  with  instruments of similar
quality and duration with an adjustment for a higher  required yield for lack of
liquidity in the market for these auction rate securities.  The Company obtained
an  understanding  of  assumptions  in  models  used by  third  party  financial
institutions to estimate fair value. As a result of the fair value measurements,
the Company recognized an unrealized loss and reduction to investments, of $10.4
million.  There was not any  unrealized  loss on  investments as of December 31,
2007 as the auctions had functioned  regularly through that date. The unrealized
loss of $10.2  million,  net of tax,  was  recorded  as an  adjustment  to other
accumulated  comprehensive  loss.  The fair  value  adjustment  did not have any
impact on the Company's  consolidated statement of operations for the six months
ended June 30, 2008.

     The Company has evaluated the unrealized  losses to determine  whether this
decline is other than  temporary.  Management  has concluded the decline in fair
value to be temporary  based on the following  considerations.

     o    Current market  activity and the lack of severity or extended  decline
          do not warrant such action at this time.
     o    During June 2008, the Company received $1.1 million as the result of a
          partial call by an issuer.
     o    The Company received par value for the amount of the call.  Subsequent
          to June 30, 2008,  the Company  received $8.0 million in calls at par,
          further  evidencing that the underlying  investments are being settled
          at par.
     o    Based on the Company's  financial  operating  results,  operating cash
          flows and debt free  balance  sheet,  the  Company has the ability and
          intent to hold such securities until recovery of the unrealized loss.
     o    There has not been any significant  changes in  collateralization  and
          ratings of the underlying securities since the first failed auction.
     o    The  Company  is not  aware of any  changes  in  default  rates of the
          underlying student loans that are the assets to the trusts issuing the
          ARS debt.
     o    Currently  there is  legislative  pressure  to  provide  liquidity  in
          student loan  investments,  providing  liquidity to state student loan
          agencies,  to continue  to provide  financial  assistance  to eligible
          students to enable higher educations.
     o    As individual  trusts that are the issuers of the auction rate student
          loan debt,  which the Company  holds,  continue to pay higher  default
          rates of interest,  there is the potential that the  underlying  trust
          would seek  alternative  financing and call the existing debt at which
          point it is  estimated  the  Company  would  receive  par value of the
          investment.

     Management will monitor its  investments  and ongoing market  conditions in
future  periods to assess  impairments  considered  to be other than  temporary.
Should  estimated  fair value  continue  to remain  below cost or the fair value
decrease  significantly  from current fair value, the Company may be required to
record an impairment of these investments,  through a charge in the consolidated
statement of operations.

     Net working  capital for the six month  period June 30, 2008  decreased  by
$162.7 million over 2007 largely due to a decrease in short-term  investments of
$186.5  million  as a  result  of the  reclassification  of  $186.9  million  of
short-term  investments to long-term  during the six month period ended June 30,
2008, as discussed above.


Off-Balance Sheet Transactions

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

                                       19


Risk Factors

     You should  refer to Item 1A of our annual  report (Form 10-K) for the year
ended December 31, 2007,  under the caption "Risk Factors" for specific  details
on the  following  factors  that are not within the  control of the  Company and
could affect our financial results.
     o    Our business is subject to general  economic and business factors that
          are largely out of our control.
     o    Our growth may not continue at historic rates.
     o    Increased prices, reduced productivity, and restricted availability of
          new revenue  equipment  may  adversely  affect our  earnings  and cash
          flows.
     o    If fuel prices increase significantly, our results of operations could
          be adversely affected.
     o    Difficulty  in  driver  and  independent  contractor  recruitment  and
          retention may have a materially adverse effect on our business.
     o    We operate in a highly  regulated  industry,  and  increased  costs of
          compliance  with, or liability for violation of, existing  regulations
          could have a materially adverse effect on our business.
     o    Our  operations  are  subject  to  various   environmental   laws  and
          regulations, the violations of which could result in substantial fines
          or penalties.
     o    We may not make acquisitions in the future, or if we do, we may not be
          successful in integrating the acquired company,  either of which could
          have a materially adverse effect on our business.
     o    If we are unable to retain our key  employees  or find,  develop,  and
          retain service center managers, our business, financial condition, and
          results of operations could be adversely affected.
     o    Should  estimated  fair value of auction rate  securities  continue to
          remain  below  cost or the  fair  value  decrease  significantly  from
          current  fair  value,  the  Company  may  be  required  to  record  an
          impairment of these investments,  through a charge in the consolidated
          statement of operations  which could have a materially  adverse effect
          on our earnings.
     o    We are highly dependent on a few major  customers,  the loss of one or
          more of which could have a materially adverse effect on our business.
     o    Seasonality  and the  impact of  weather  may  affect  our  operations
          profitability.
     o    Ongoing insurance and claims expenses could  significantly  reduce our
          earnings.
     o    We are dependent on computer and communications systems, and a systems
          failure could cause a significant disruption to our business.
     o    We operate in a highly  regulated  industry and changes in  regulation
          could have a material adverse effect on our business.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Assuming  we maintain  our  short-term  and  long-term  investment  balance
consistent with balances as of June 30, 2008,  ($197.4 million  amortized cost),
and if  market  rates of  interest  on our  investments  decreased  by 100 basis
points, the estimated reduction in annual interest income would be approximately
$2.0 million.

     The Company has no debt outstanding as of June 30, 2008 and, therefore, has
no market risk related to debt.

     Volatile fuel prices will continue to impact us significantly. Based on the
Company's  historical  experience,  the  Company is not able to pass  through to
customers 100% of fuel price increases.  For the quarter ended June 30, 2008 and
2007, fuel expense,  net of fuel surcharge,  was $23.7 million and $19.7 million
or 22.2% and 19.5%, respectively, of the Company's total operating expenses, net
of fuel  surcharge.  For the six  months  ended  June 30,  2008 and  2007,  fuel
expense, net of fuel surcharge, was $47.8 million and $39.3 million or 22.8% and


                                       20


20.0%,  respectively,  of the Company's  total operating  expenses,  net of fuel
surcharge.  A significant  increase in fuel costs, or a shortage of diesel fuel,
could  materially and adversely  affect our results of  operations.  In February
2007, the Board of Directors  authorized the Company to begin hedging activities
related  to  commodity  fuels to  reduce  its  exposure  to  diesel  fuel  price
fluctuations. In the event of hedging activities, the Company will implement the
provisions of SFAS No. 133  "Accounting  for Derivative  Instruments and Hedging
Activities" and contract with an unrelated third party to transact the hedge. It
is expected  any such  transactions  will be accounted  for on a  mark-to-market
basis with changes  reflected in the  statement of income as a component of fuel
costs. As of June 30, 2008, the Company has no derivative financial  instruments
and has not utilized such instruments.


Item 4. Controls and Procedures

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


































                                       21



                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings
          The  Company  is  a  party  to  ordinary,   routine   litigation   and
          administrative   proceedings   incidental  to  its   business.   These
          proceedings  primarily  involve claims for personal  injury,  property
          damage,  and workers'  compensation  incurred in  connection  with the
          transportation of freight.  The Company  maintains  insurance to cover
          liabilities  arising from the transportation of freight for amounts in
          excess of certain self-insured retentions.

Item 2. Changes in Securities
          None

Item 3. Defaults upon Senior Securities
          None

Item 4. Submission of Matters to a Vote of Security Holders
          The Company's  Annual Meeting of Shareholders was held on May 8, 2008.
          At the Annual  Meeting,  the  shareholders  elected Russell A. Gerdin,
          Michael J.  Gerdin,  Richard  O.  Jacobson,  Dr.  Benjamin  J.  Allen,
          Lawrence D. Crouse, and James G. Pratt to serve as directors for a one
          year term (93,329,415 for, 0 against,  61,161  withheld,) and ratified
          the appointment of KPMG, LLP as the Company's  independent  registered
          public  accounting  firm for the fiscal year ending  December 31, 2008
          (93,328,821  for,  58,213  against,   3,541  withheld).   Shareholders
          representing  93,390,576 shares, or approximately 97% of the Company's
          outstanding Common Stock as of the record date, were present in person
          or by proxy at the Annual Meeting.

Item 5. Other Information
          None

Item 6. Exhibits and Reports on Form 8-K
          (a)  Exhibit
               31.1 Certification  of Chief Executive  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  Officer  Pursuant to Rule
                    13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act,
                    as amended.
               32   Certification of Chief 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.
          (b)  Reports on Form 8-K
               1.   Report on Form 8-K,  dated April 22,  2008,  announcing  the
                    Company's  financial results for the quarter ended March 31,
                    2008.
               2.   Report on Form  8-K,  dated  June 9,  2008,  announcing  the
                    declaration of a quarterly cash dividend.


No other information is required to be filed under Part II of the form.








                                       22



                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          HEARTLAND EXPRESS, INC.

Date: August 8, 2008                      BY: /S/ John P Cosaert
                                              ------------------
                                          John P. Cosaert
                                          Executive Vice President-Finance,
                                          Chief Financial Officer and Treasurer
                                          (Principal accounting and financial
                                           officer)





                                       23




Exhibit No. 31.1

                                  Certification

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

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

     2.   Based on my  knowledge,  this  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 report;

     3.   Based on my knowledge,  the financial  statements and other  financial
          information  included in this 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
          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 Rule
          13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

          d)   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  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   independent   registered   public
          accounting  firm and the  audit  committee  of  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:  August 8, 2008                       By: /s/ Russell A. Gerdin
                                            ---------------------------
                                            Russell A. Gerdin
                                            Chairman and Chief Executive Officer





                                       24




Exhibit No. 31.2

                                  Certification

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

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

     2.   Based on my  knowledge,  this  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 report;

     3.   Based on my knowledge,  the financial  statements and other  financial
          information  included in this 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
          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 Rule
          13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

          d)   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  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   independent   registered   public
          accounting  firm and the  audit  committee  of  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:  August 8, 2008                By: /s/ John P. Cosaert
                                     -----------------------
                                     John P. Cosaert
                                     Executive Vice President-Finance
                                     Chief Financial Officer and
                                     Treasurer
                                    (principal accounting and financial officer)



                                       25



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 the
Quarterly Report of Heartland  Express,  Inc., on Form 10-Q for the period ended
June 30, 2008 fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, and that information  contained
in such Quarterly  Report on Form 10-Q fairly presents in all material  respects
the financial condition and results of operations of Heartland Express, Inc.


Dated:   August 8, 2008                     By: /s/ Russell A. Gerdin
                                                ---------------------
                                            Russell A. Gerdin
                                            Chairman and Chief Executive Officer


     I, John P. Cosaert, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Heartland  Express,  Inc.,  on Form 10-Q for the period ended June 30,
2008 fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended,  and that information  contained in
such Quarterly Report on Form 10-Q fairly presents in all material respects
the financial condition and results of operations of Heartland Express, Inc.


Dated: August 8, 2008                     By: /s/ John P. Cosaert
                                            ---------------------
                                          John P. Cosaert
                                          Executive Vice President
                                          and Chief Financial Officer