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, 2009                 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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 of  Regulation  S-T (232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] 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, 2009, there were 90,688,621  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, 2009 (unaudited) and December 31, 2008                  1
        Consolidated Statements of Income
         for  the Three and Six Months Ended
         June 30, 2009 and 2008 (unaudited)                               2
        Consolidated Statement of Stockholders' Equity
         for the Six Months Ended June 30, 2009 (unaudited)               3
        Consolidated Statements of Cash Flows
         for the Six Months Ended June 30, 2009                           4
         and 2008 (unaudited)
        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                                                      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                                                2009           2008
                                                   ----------     ----------
CURRENT ASSETS                                     (Unaudited)
                                                            
   Cash and cash equivalents                       $   44,580     $   56,651
   Short-term investments                                 140            241
   Trade receivables, net of
    allowance for doubtful
    accounts of $775 at June 30,
    2009 and December 31, 2008                         36,884         36,803
   Prepaid tires                                        6,051          6,449
   Other current assets                                 6,205          2,834
   Income tax receivable                                2,025             -
   Deferred income taxes                               36,118         35,650
                                                   ----------     ----------
             Total current assets                  $  132,003     $  138,628
                                                   ----------     ----------
PROPERTY AND EQUIPMENT
   Land and land improvements                          17,442         17,442
   Buildings                                           26,761         26,761
   Furniture and fixtures                               2,269          2,269
   Shop and service equipment                           5,345          5,290
   Revenue equipment                                  345,252        337,799
                                                   ----------     ----------
                                                      397,069        389,561
   Less accumulated depreciation                      156,695        151,881
                                                   ----------     ----------
   Property and equipment, net                        240,374        237,680
                                                   ----------     ----------
GOODWILL                                                4,815          4,815
OTHER ASSETS                                            5,514          5,469
LONG-TERM INVESTMENTS                                 160,322        171,122
                                                   ----------     ----------
                                                   $  543,028     $  557,714
                                                   ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable and accrued liabilities        $   14,139     $  $10,338
   Compensation and benefits                           15,540         15,862
   Income taxes payable                                    -             452
   Insurance accruals                                  71,804         70,546
   Other accruals                                       7,215          7,498
                                                   ----------     ----------
             Total current liabilities                108,698        104,696
                                                   ----------     ----------
LONG-TERM LIABILITIES
   Income taxes payable                                30,558         35,264
   Deferred income taxes                               60,966         57,715
                                                   ----------     ----------
              Total long-term liabilities              91,524         92,979
                                                   ----------     ----------
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 90,689 in 2009 and
     94,229 in 2008                                       907            942
   Additional paid-in capital                             439            439
   Retained earnings                                  350,083        367,281
   Accumulated other comprehensive loss                (8,623)        (8,623)
                                                   ----------     ----------
                                                      342,806        360,039
                                                   ----------     ----------
                                                   $  543,028     $  557,714
                                                   ==========     ==========


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)
                                   (Unaudited)



                                            Three Months Ended       Six Months Ended
                                                  June 30,               June 30,
                                            2009         2008        2009         2008
                                         ---------    ---------   ---------    ---------
Operating revenue                        $ 116,974    $ 164,592   $ 231,953    $ 313,641
                                         ---------    ---------   ---------    ---------
Operating expenses:
                                                                      
   Salaries, wages, and benefits            42,938       48,591      86,997       97,183
   Rent and purchased transportation         2,806        5,144       5,744       10,250
   Fuel                                     25,086       60,495      49,644      110,993
   Operations and maintenance                4,314        4,353       8,354        8,316
   Operating taxes and licenses              2,433        2,343       4,716        4,585
   Insurance and claims                      4,625        7,012       8,139       10,795
   Communications and utilities                906          931       1,902        1,936
   Depreciation                             13,160       10,663      24,974       21,076
   Other operating expenses                  3,188        4,139       6,591        8,471
   (Gain) loss on disposal of property
     and equipment                          (4,190)          11      (5,857)        (633)
                                         ---------    ---------   ---------    ---------
   Total operating expenses                 95,266      143,682     191,204      272,972
                                         ---------    ---------   ---------    ---------
            Operating income                21,708       20,910      40,749       40,669
Interest income                                563        2,236       1,434        5,099
                                         ---------    ---------   ---------    ---------
Income before income taxes                  22,271       23,146      42,183       45,768
Federal and state income taxes               4,656        5,915      10,427       13,874
                                         ---------    ---------   ---------    ---------
Net income                               $  17,615    $  17,231   $  31,756    $  31,894
                                         =========    =========   =========    =========

Earnings per share                       $    0.19    $    0.18   $    0.35    $    0.33
                                         =========    =========   =========    =========
Weighted average shares outstanding         90,689       96,158      91,582       96,186
                                         =========    =========   =========    =========
Dividends declared per share             $    0.02    $    0.02   $    0.04    $    0.04
                                         =========    =========   =========    =========


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, January 1, 2009         $    942  $     439  $ 367,281  $  (8,623) $ 360,039
Comprehensive income:
  Net income                           -          -      31,756         -      31,756
  Unrealized loss on
   available-for-sale
   securities, net of tax              -          -          -          -          -
                                                                            ---------
  Total comprehensive income                                                   31,756
Dividends on common stock,
 $0.04 per share                       -          -      (3,629)        -      (3,629)
Stock repurchase                      (35)        -     (45,325)        -     (45,360)
                                 --------  ---------  ---------  ---------  ---------
Balance, June 30, 2009           $    907  $     439  $ 350,083  $  (8,623) $ 342,806
                                 ========  =========  =========  =========  =========


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)
                                   (Unaudited)



                                                       Six months ended
                                                           June 30,
                                                     2009            2008
                                                   ---------      ---------
OPERATING ACTIVITIES
                                                            
Net income                                         $  31,756      $  31,894
Adjustments to reconcile net income
  to net cash provided
  by operating activities:
   Depreciation                                       24,974         21,076
   Deferred income taxes                               2,783         (3,116)
   Gain on disposal of property
    and equipment                                     (5,857)          (633)
   Changes in certain working capital items:
     Trade receivables                                   (81)        (8,677)
     Prepaid expenses and other current assets        (2,925)        (2,581)
     Accounts payable, accrued liabilities,
       and accrued expenses                            1,810          8,277
     Accrued income taxes                             (7,183)        (2,270)
                                                   ---------      ---------
    Net cash provided by operating activities         45,277         43,970
                                                   ---------      ---------
INVESTING ACTIVITIES
Proceeds from sale of property and equipment           4,436          1,828
Purchases of property and equipment,
 net of trades                                       (25,465)          (650)
Net sale (purchases) of investments                   10,901        (10,943)
Change in other assets                                   (45)            72
                                                   ---------      ---------
   Net cash used in investing activities             (10,173)        (9,693)
                                                   ---------      ---------
FINANCING ACTIVITIES
   Cash dividend                                      (1,815)        (3,862)
   Stock repurchase                                  (45,360)       (10,622)
                                                   ---------      ---------
    Net cash used in financing activities            (47,175)       (14,484)
                                                   ---------      ---------
Net (decrease) increase in cash and
 cash equivalents                                    (12,071)        19,793
CASH AND CASH EQUIVALENTS
Beginning of period                                   56,651          7,960
                                                   ---------      ---------
End of period                                      $  44,580      $  27,753
                                                   =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for income taxes, net  $  14,827      $  19,260
Noncash investing and financing activities:
  Fair value of revenue equipment traded           $  13,320      $   1,818
  Purchased property and equipment in
   accounts payable                                $   3,560      $     365
  Common stock dividends declared in
   accounts payable                                $   1,829      $   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,  2008  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, 2009, other than
the adoption of Statement of Financial  Accounting  Standards  ("SFAS") No. 161,
"Disclosures about Derivative  Instruments and Hedging Activities,  an Amendment
of SFAS 133" ("SFAS 161") and  Financial  Accounting  Standards  Board  ("FASB")
Staff Positions and SFAS as further discussed in Note 13.

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 eleven regional  operating  divisions  located at nine different
terminal locations 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 SFAS No. 131,  "Disclosures about Segments of an
Enterprise and Related Information".  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. Cash and Cash Equivalents

Cash equivalents are short-term,  highly liquid  investments with  insignificant
interest rate risk and original  maturities of three months or less.  Restricted
and designated cash and short-term investments totaling $5.5 million at June 30,
2009 and December  31, 2008,  respectively,  are included in  non-current  other
assets.  The restricted funds represent  deposits 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 5. 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.  As of June 30, 2009 and December  31, 2008,  all of the
Company's long-term investment balance was invested in auction rate student loan
educational bonds. The investments typically have an interest reset provision of
35 days with contractual maturities that range from 5 to 38 years as of June 30,


                                       5


2009. 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. The majority,  (approximately 97% at par)
of the underlying  investments are backed by the U.S. government.  The remaining
3% of the student loan auction rate  securities  portfolio are insurance  backed
securities. As of June 30, 2009, approximately 95% of the underlying investments
of the total portfolio held AAA (or equivalent)  ratings from recognized  rating
agencies.  The remaining 5% are rated as investment  grade by recognized  rating
agencies.

As of June 30, 2009,  all of the Company's  auction rate student loan bonds were
associated with unsuccessful  auctions. To date, there have been no instances of
delinquencies  or  non-payment  of applicable  interest from the issuers and all
partial  calls of  securities by the issuers have been at par value plus accrued
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 estimates the fair value of the auction rate securities applying the
guidance in SFAS No. 157 ("SFAS 157"). Fair value represents an estimate of what
the Company  could sell the  investments  for in an orderly  transaction  with a
third party as of the June 30, 2009 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, 2009, 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,
2009 was calculated using  unobservable,  Level 3 inputs, as defined by SFAS 157
due to the lack of observable market inputs specifically related to student loan
auction rate securities.  The fair value of these investments as of the June 30,
2009  measurement  date could not be determined  with precision based on lack of
observable  market  data and could  significantly  change in future  measurement
periods.

The  estimated  fair value of the  underlying  investments  as of June 30,  2009
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,  on an  individual  investment  basis,  using a discounted  cash flow
approach  to value  the  underlying  collateral  of the trust  issuing  the debt
securities  considering an anticipated estimated outstanding average life of the
underlying  student loans (range of two to ten years) that are the collateral to
the trusts,  principal  outstanding,  expected rates of returns over the average
life of the underlying student loans, and payout formulas. These underlying cash
flows, by individual investment,  were discounted using interest rates (range of
2.0%-8.7%)  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.  Calculated fair values did not materially change
during the period ended June 30, 2009. The Company  obtained an understanding of
assumptions  in models used by third party  financial  institutions  to estimate
fair value and  considered  these  assumptions in the Company's cash flow models
but did not exclusively  use the fair values provided by financial  institutions
based on their internal  modeling.  The Company is aware that trading of student
loan auction rate  securities  is  occurring  in secondary  markets,  which were
considered in the Company's fair value assessment,  although the Company has not
listed any of its assets for sale on the  secondary  market.  As a result of the
fair  value  measurements,  there were no  changes  to the  unrealized  loss and
reduction to investments,  of $8.6 million,  net of tax, during the period ended
June 30, 2009. The unrealized  loss of $8.6 million,  net of tax, is recorded as
an adjustment to accumulated  other  comprehensive  loss and the Company has not
recognized  any other than  temporary  impairments  in the  statement of income.
There were not any realized gains or losses related to these investments for the
period ended June 30, 2009.

During the third and fourth quarters of 2008, various financial institutions and
respective  regulatory   authorities  announced  proposed  settlement  terms  in
response  to  various   regulatory   authorities   alleging  certain   financial
institutions  misled  investors  regarding the liquidity  risks  associated with
auction rate securities that the respective financial  institutions  underwrote,
marketed and sold. Further,  the respective  regulatory  authorities alleged the
respective financial institutions  misrepresented to customers that auction rate
securities were safe,  highly liquid  investments  that were comparable to money
markets.  Certain  settlement  agreements  were finalized  prior to December 31,


                                       6


2008.  Approximately  97%  (based on par  value) of our  auction  rate  security
investments  were not  covered  by the terms of the above  mentioned  settlement
agreements.   The  focus  of  the  initial  settlements  was  generally  towards
individuals, charities, and businesses with small investment balances, generally
with  holdings  of $25 million  and less.  As part of the  general  terms of the
settlements,  the respective financial institutions have agreed to provide their
best efforts in providing  liquidity to the auction rate  securities  market for
investors not specifically  covered by the terms of the respective  settlements.
Such  liquidity   solutions  could  be  in  the  form  of  facilitating   issuer
redemptions,  resecuritizations,  or other means.  The Company can not currently
project when  liquidity  will be obtained  from these  investments  and plans to
continue to hold such securities until the securities are called,  redeemed,  or
resecuritized by the debt issuers.

The remaining 3.0% (based on par value) was specifically covered by a settlement
agreement which the Company signed during the fourth quarter of 2008. By signing
the  settlement  agreement,  the  Company  relinquished  its rights to bring any
claims  against the financial  institution,  as well, as its right to serve as a
class  representative or receive benefits under any class action.  Further,  the
Company no longer has the sole discretion and right to sell or otherwise dispose
of,  and/or enter orders in the auction  process with respect to the  underlying
securities. As part of the settlement, the Company obtained a put option to sell
the  underlying  securities to the financial  institution,  which is exercisable
during the period  starting on June 30, 2010 through July 2, 2012,  plus accrued
interest.  Should the  financial  institution  sell or otherwise  dispose of our
securities the Company will receive the par value of the securities plus accrued
interest  one business day after the  transaction.  Upon signing the  settlement
agreement,  the Company no longer  maintains  the intent and ability to hold the
underlying  securities for recovery of the temporary  decline in fair value. The
Company also acquired an asset,  a put option,  which is valued as a stand alone
financial instrument separate from the underlying securities.  There was not any
significant  change in the value of the put option  during the period ended June
30, 2009. The value of these securities is included in long-term investments per
the consolidated balance sheet.

The  Company  has  evaluated  the  unrealized  loss  on  securities  other  than
securities  covered by the  settlement  agreement  discussed  above 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    Since auction  failures  began in February  2008, the Company has
               received  approximately  $28.8  million  as the result of partial
               calls by issuers.  The Company  received par value for the amount
               of these calls plus accrued  interest.
          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 have not been any significant changes in  collateralization
               and ratings of the underlying  securities  since the first failed
               auction.  The Company  continues  to hold 95% of the auction rate
               security  portfolio in senior  positions  of AAA (or  equivalent)
               rated securities.
          o    The Company is aware of recent  increases in default rates of the
               underlying  student  loans  that  are the  assets  to the  trusts
               issuing the auction rate security debt, which management believes
               is due to current overall economic conditions.  As the underlying
               loans are  guaranteed  by the U.S.  Government,  defaults  of the
               loans accelerate  payment of the underlying loan to the trust. As
               trusts  are no longer  recycling  repayment  money for new loans,
               accelerated repayment of any student loan to the underlying trust
               would  increase  cash flows of the trust which would  potentially
               result in partial calls by the underlying trusts.
          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 as well as improve
               overall  liquidity in the student loan auction rate market.  This
               has the potential to impact  existing  securities with underlying
               student loans.
          o    All of the  auction  rate  securities  are  held  with  financial
               institutions   that  have  agreed  in  principle  to   settlement
               agreements with various regulatory agencies to provide liquidity.
               Although the principles of the respective  settlement  agreements

                                       7


               focus  mostly  on  small  investors   (generally   companies  and
               individual  investors with auction rate security assets less than
               $25  million)  the  respective  settlements  state the  financial
               institutions will work with issuers and other interested  parties
               to use their  best  efforts  to provide  liquidity  solutions  to
               companies not specifically  covered by the principle terms of the
               respective  settlements by the end of 2009 in certain  settlement
               agreements.  Regulatory agencies continue to monitor the progress
               of the respective financial institutions towards this goal.

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 due to credit related issues, the Company
may be required to record an impairment of these investments through a charge in
the consolidated statement of income.

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, 2009.

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

       Balance, December 31, 2008                            $          171,122
       Purchases, sales, issuances, and settlements                     (10,800)
       Transfers in to (out of) Level 3                                      -
       Total gains or losses (realized/unrealized):
            Included in earnings                                             -
            Included in other comprehensive loss                             -
                                                             -----------------
       Balance, June 30, 2009                                $         160,322
                                                             =================

The amortized  cost and fair value of  investments at June 30, 2009 and December
31, 2008 were as follows:

                                               Gross       Gross
                                Amortized   Unrealized   Unrealized     Fair
                                  Cost         Gains       Losses       Value
June 30, 2009:                               (in thousands)
  Current:
    Municipal bonds            $      140          -     $       -    $     140

  Long-term
    Auction rate student
    loan educational bonds        169,200          -          8,878     160,322
                               ----------   ----------   ----------   ---------
                               $  169,340          -     $    8,878   $ 160,462
                               ==========   ==========   ==========   =========
December 31, 2008:
  Current:
    Municipal bonds            $      241          -             -    $     241

  Long-term
    Auction rate student
    loan educational bonds        180,000          -          8,878     171,122
                               ----------   ----------   ----------   ---------
                               $  180,241          -     $    8,878   $ 171,363
                               ==========   ==========   ==========   =========





                                       8




Note 6. Fuel Hedging

In February 2007, the Board of Directors authorized the Company to begin hedging
activities  related to projected  future  purchases  of diesel fuel.  During the
quarter ended March 31, 2009,  the Company  contracted  with an unrelated  third
party  to  hedge  changes  in  forecasted  future  cash  flows  related  to fuel
purchases.  The hedge of changes in forecasted  future cash flows was transacted
through the use of certain swap derivative  financial  instruments.  The Company
accounts for derivative  instruments  in accordance  with the provisions of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities",  ("SFAS
133") as  amended,  and SFAS 161,  and has  designated  such  swaps as cash flow
hedges.  The cash flow  hedging  strategy was  implemented  mainly to reduce the
Company's exposure to significant changes,  including upward movements in diesel
fuel prices related to fuel consumed by empty and  out-of-route  miles and truck
engine idling time which is not recoverable  through fuel surcharge  agreements.
Under SFAS 133, the Company was required to record an asset or liability for the
fair value of any derivative  instrument designated as a cash flow hedge with an
offsetting amount recorded to accumulated other comprehensive  income (loss) for
the effective  portion of the change in fair value as defined by SFAS 133 and an
increase or decrease to fuel expense for the  ineffective  portion of the change
in fair value as defined by SFAS 133.  Any  previous  amounts  included in other
comprehensive  income (loss) are  reclassified as increases  (decreases) in fuel
expense in the period the related contracts settle.

As of June 30, 2009 there were no open unsettled  cash flow hedges.  The Company
has not hedged any  amounts of fuel beyond  June 30,  2009.  As of June 30, 2009
there were not any assets or liabilities  recorded in the  consolidated  balance
other than a receivable for $0.3 million from the hedge counterparty for payment
due for the June contract settlement.  As the contract expired on June 30, 2009,
all amounts recorded in accumulated other comprehensive loss as of June 30, 2009
related to the cash flow hedge was  reclassified  into income during the quarter
ended June 30, 2009 as a reduction to fuel expense.  Based on favorable contract
settlements  of open hedge  positions at March 31, 2009 fuel expense was reduced
by $0.6 million during the quarter ended June 30, 2009.

The following  table details the effect of derivative  financial  instruments on
the  consolidated  balance  sheet and  statements of income for the period ended
June 30,  2009.  There  was not any  derivative  instruments  outstanding  as of
December 31, 2008 or during the period ended June 30, 2008.




                                                                          Location of Gain
                                                                          or (Loss)            Amount of Gain or
                                                        Amount of Gain    Recognized in        (Loss) Recognized
                  Amount of Gain    Location of Gain    or (Loss)         Income on            in Income on
                  or (Loss)         or (Loss)           Reclassified      Derivative           Derivative
                  Recognized in     Reclassified from   from              (Ineffective         (Ineffective
Derivatives in    OCI on            Accumulated OCI     Accumulated OCI   Portion and Amount   Portion and Amount
SFAS 133 Cash     Derivative        into income         into Income       Excluded from        Excluded from
Flow Hedging      (Effective        (Effective          (Effective        Effectiveness        Effectiveness
Relationship      Portion)          Portion)            Portion)          Testing)             Testing)
----------------- ----------------- ------------------- ----------------- -------------------- ------------------
(000's)
                                                                                      
Fuel  contract    $             -   Fuel expense        $             125 Fuel expense         $              561


Note 7. 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.
Effective  January 1, 2009,  the Company  changed its  estimate of  depreciation
expense on tractors  acquired  subsequent to January 1, 2009, to 150%  declining
balance,  to better  reflect the  estimated  trade value of the  tractors at the
estimated  trade date. The change was the result of current tractor trade values
and the expected values in the trade market for the foreseeable future. Tractors
acquired  prior to December 31, 2008 will continue to be  depreciated  using the
125% declining  balance method.  The change in estimate  increased  depreciation
expense by  approximately  $0.3 million  during the three and six month  periods
ended June 30, 2009. Tractors are depreciated to salvage values of $15,000 while
trailers are depreciated to salvage values of $4,000.


                                       9


Note 8. Earnings Per Share:

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

Note 9. Dividends

On June 8, 2009, the Company's Board of Directors  declared a regular  quarterly
dividend of $0.02 per common share,  approximately $1.8 million, payable July 2,
2009 to  shareholders  of record at the close of business on June 19,  2009.  On
July 2, 2009, the Company paid the $1.8 million dividend.

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 10. 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.

At June 30, 2009 and December 31, 2008, the Company had a total of $20.2 million
and $22.9  million in gross  unrecognized  tax benefits  respectively.  Of these
amounts, $13.2 million and $14.9 million respectively, represented the amount of
unrecognized  tax benefits that, if  recognized,  would impact our effective tax
rate.  Unrecognized tax benefits were reduced by approximately  $2.4 million and
$2.2 million during the periods ended June 30, 2009 and 2008, respectively,  due
to the  expiration  of certain  statute  of  limitations  net of current  period
additions  of $0.2  million  during  the  quarter  ended  June  30,  2009 and no
additions during the quarter ended June 30, 2008. Unrecognized tax benefits were
reduced by  approximately  $2.7  million and $3.2  million  during the six month
periods  ended June 30, 2009 and 2008,  respectively,  due to the  expiration of
certain  statute of limitations  net of additions of $1.0 million during the six
month period ended June 30, 2009 and no additions during the six month period of
June 30, 2008.  The total  amount of accrued  interest  and  penalties  for such
unrecognized  tax benefits was $10.3  million at June 30, 2009 and $12.3 million
at December 31, 2008. Net interest and penalties  included in income tax expense
for the period ended June 30, 2009 and 2008 was a benefit of approximately  $1.4
million and $0.4 million,  respectively.  Net interest and penalties included in
income tax expense for the six month  period  ended June 30, 2009 and 2008 was a
benefit of  approximately  $1.9 million and $0.2  million,  respectively.  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 20.9% and 25.6%, respectively, in the three
months ended June 30, 2009 and 2008 and 24.7% and 30.3% for the six months ended
June 30,  2009.  The  decrease in the  effective  tax rate for the three and six
month  periods  ending June 30, 2009 is  primarily  attributable  to a favorable
income  tax  expense   adjustment  as  a  result  of  the  application  of  FASB
Interpretation  No. 48 ("FIN 48"), as discussed  above,  on less taxable  income
during the current year compared to the same period of 2008.

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. The


                                       10



Company has closed the examination that was ongoing as of March 31, 2009 with no
material impact and the Company does not have any outstanding litigation related
to tax  matters.  At this time,  management's  best  estimate of the  reasonably
possible  net change in the amount of  unrecognized  tax  benefits  for the next
twelve months to be a decrease of approximately  $2.6 to $3.6 million mainly due
to the expiration of certain statute of limitations.

The federal statute of limitations  remains open for the years 2006 and forward.
Tax  years  1999 and  forward  are  subject  to audit by state  tax  authorities
depending on the tax code and administrative practice of each state.

Note 11. 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,  2009  and has no  expiration  date.  The
repurchase  program may be suspended or  discontinued  at any time without prior
notice.  Approximately 6.5 million shares remain authorized for repurchase under
the Board of Directors' approval.

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

                                                      Six Months Ended June 30,
                                                      -------------------------
                                                          2009          2008
                                                      -----------   -----------
Shares of Common Stock Repurchased (in Millions)            3.5           0.8
Value of stock repurchased (in Millions)                $  45.4       $  10.6


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.

During 2008 the Company  entered into a commitment  for a tractor fleet upgrade.
The commitment  includes 1,600 trucks for delivery in 2009. The total  estimated
purchase commitment is $115 million.  The delivery of the equipment began during
the third  quarter of 2008 and is expected to continue  throughout  2009.  As of
June 30, 2009 the Company had  approximately  $62 million of this net commitment
remaining  of which the  Company had  approximately  $3.5  million of  equipment
purchases recorded in accounts payable and accrued liabilities.

Note 13. Accounting Pronouncements

In April 2009,  the FASB issued  three  related  Staff  Positions to clarify the
application  of SFAS 157 to fair  value  measurements  in the  current  economic
environment, modify the recognition of other-than-temporary  impairments of debt
securities,  and  require  companies  to disclose  the fair values of  financial
instruments  in  interim  periods  ("SFAS  157  SOP's").  The SFAS 157 SOP's are
effective for interim and annual periods ending after June 15, 2009,  with early
adoption  permitted for periods ending after March 15, 2009. The Company adopted
the SFAS 157 SOP's during the quarter ended June 30, 2009 and the SFAS 157 SOP's
did not have any effect on the financial  position,  results of operations,  and
cash flows of the Company.

In May 2009,  the FASB issued SFAS No. 165,  "Subsequent  Events"  ("SFAS  165")
which became effective for interim or annual financial periods ending after June
15,  2009.  The  objective  of SFAS 165 was to  establish  general  standards of
accounting  for disclosure of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. Management


                                       11


has evaluated  subsequent  disclosure events through July 31, 2009, the date the
financial  statements were available to be issued.  Events requiring  subsequent
event disclosure have been provided in the notes to the  consolidated  financial
statements.


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  operated  eleven  regional
operating  divisions that provided regional dry van truckload services from nine
regional operating centers in addition to its corporate  headquarters during the
quarter ended June 30, 2009. The Company's eleven regional operating  divisions,
not including operations at the corporate headquarters,  accounted for 72.6% and
73.4%  of  operating   revenues  for  the  second  quarter  of  2009  and  2008,
respectively, and 72.9% and 73.5% of operating revenues for the six month period
ended  June 30,  2009 and 2008,  respectively.  The  Company's  newest  regional
operating  center near Dallas,  Texas opened in early January 2009.  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.  Fuel prices  soared to  historical  highs
through the first half of 2008 and declined  throughout the second half of 2008.
The trend in the decline of fuel prices  continued in the first  quarter of 2009
and remained relatively stable throughout the quarter ended June 30, 2009 with a
slight  increase  late in the  quarter.  The industry  experienced  soft freight
demand throughout 2008 which has continued to weaken during 2009. This continues
to put downward  pressure on freight  rates.  In  addition,  the decline in fuel
prices from highs in 2008 has resulted in a decline in fuel surcharge  revenues,
which were lower during the second  quarter of 2009.  The industry  continues to
fight excess capacity in the market along with declining  freight volumes due to
the current economic downturn.  During 2008, the Company initiated strategies to
effectively manage fuel costs. These initiatives included encouraging fueling at
terminal locations rather than over-the-road purchases to take advantage of bulk
fuel purchases when cost effective to do so, reduction of tractor idle time, and
controlling  out-of-route  miles. Fuel expense was reduced  approximately  $35.4
million for the current  quarter  compared to the same quarter of prior year and
$61.3 million year to date mainly due to reduced price of fuel and lower volumes
due to lower miles driven as well as the initiatives  previously  mentioned.  At
June 30, 2009, the Company's tractor fleet had an average age of 2.2 years while
the trailer fleet had an average age of 5.1 years  compared to 2.5 years average
age of tractor  fleet and 4.3 years average age of trailer fleet a year ago. The
Company's  average age of the tractor  fleet is expected to continue to decrease
throughout the remainder of 2009 as the Company continues with the current fleet


                                       12


upgrade  campaign.  The  Company  continues  to focus on growing  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  acquisition   opportunities,   and  the  availability  of
experienced drivers.

The Company ended the second quarter of 2009 with  operating  revenues of $117.0
million,  including fuel surcharges,  net income of $17.6 million,  and earnings
per share of $0.19 on average  outstanding  shares of 90.7 million.  The Company
posted an 81.4% operating ratio (operating expenses as a percentage of operating
revenues)  and a 15.1% 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 $205.0 million and a debt-free  balance sheet. The
Company  had total  assets of  $543.0  million  at June 30,  2009.  The  Company
achieved  a return  on  assets  of 12.9% and a return on equity of 20.2% for the
twelve months ended June 30, 2009,  compared to the twelve months ended June 30,
2008,  which were 12.5% and 19.3%,  respectively.  The Company's  cash flow from
operations for the first six months of 2009 of $45.3 million  represented a 3.0%
increase  from the same period of 2008 mainly due to a $4.5 million  increase in
net income  adjusted for non-cash  items offset by a decrease in cash flows from
working  capital  items  which  were   attributable  to  trade  receivable  cash
collections,  timing of certain  accounts payable and accrued expense items, and
income tax accrual reductions. The Company's cash flow from operations was 19.5%
of operating  revenues for the six months ended June 30, 2009  compared to 14.0%
for the same period in 2008.

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,
                                        2009     2008        2009    2008
                                       ------   ------      ------  ------
Operating revenue                      100.0%   100.0%      100.0%  100.0%
                                       ------   ------      ------  ------
Operating expenses:
  Salaries, wages, and benefits         36.7%    29.5%       37.5%   31.0%
  Rent and purchased transportation      2.4      3.1         2.5     3.3
  Fuel                                  21.4     36.8        21.4    35.4
  Operations and maintenance             3.7      2.6         3.6     2.7
  Operating taxes and licenses           2.1      1.4         2.0     1.5
  Insurance and claims                   4.0      4.3         3.5     3.4
  Communications and utilities           0.8      0.6         0.8     0.6
  Depreciation                          11.3      6.5        10.8     6.7
  Other operating expenses               2.7      2.5         2.8     2.7
  Gain on disposal of property
   and equipment                        (3.6)      -         (2.5)   (0.2)
                                       ------   ------      ------  ------
    Total operating expenses            81.4%    87.3%       82.4%   87.0%
                                       ------   ------      ------  ------
             Operating income           18.6%    12.7%       17.6%   13.0%
Interest income                          0.5      1.4         0.6     1.6
                                       ------   ------      ------  ------
        Income before income taxes      19.0%    14.1%       18.2%   14.6%
Federal and state income taxes           4.0      3.6         4.5     4.4
                                       ------   ------      ------  ------
        Net income                      15.1%    10.5%       13.7%   10.2%
                                       ======   ======      ======  ======



The  following is a discussion of the results of operations of the three and six
month period ended June 30, 2009 compared with the same period in 2008.


                                       13



Three Months Ended June 2009 and 2008

Operating  revenue  decreased  $47.6 million  (28.9%),  to $117.0 million in the
second  quarter of 2009 from $164.6  million in the second  quarter of 2008. The
decrease in revenue resulted from a decrease in fuel surcharge  revenue of $26.4
million to $12.0 million,  further reduced by a decrease in line haul revenue of
approximately $21.2 million. The decrease in fuel surcharge revenue was a direct
result of a  decrease  in  average  fuel  costs  during  the  period as  further
explained below.  Fuel surcharge revenue was $38.4 million in the second quarter
of 2008.  The  decrease in line haul  revenue  was  directly  attributable  to a
reduction  in fleet  miles,  $19.5  million,  as a direct  result of an  overall
decline in market  demand for  freight,  further  reduced by line haul rates and
other line haul related revenues, $1.7 million.

Salaries,  wages, and benefits decreased $5.7 million (11.7%),  to $42.9 million
in the second  quarter of 2009 from $48.6 million in the second quarter of 2008.
The decrease in salaries,  wages and benefits was the direct result of decreases
of company  driver  wages due to a  decrease  in total  fleet  miles as a direct
result  of  an  overall  decline  in  market  demand  for  freight.   Other  net
compensation  did not  materially  change.  The mix of the  number  of  employee
drivers to independent  contractors  remained  unchanged at a mix of 96% company
drivers and 4% independent  contractors  during the quarters ended June 30, 2009
and 2008.

Rent and  purchased  transportation  decreased  $2.3  million  (45.1%),  to $2.8
million in the second quarter of 2009 from $5.1 million in the second quarter of
2008. Rent and purchased  transportation  for both periods includes amounts paid
to  independent  contractors  under the Company's fuel  stability  program.  The
decrease reflects the decrease in miles driven by independent  contractors ($0.8
million)  and a decrease  of amounts  paid under the  Company's  fuel  stability
program ($1.2 million) due to decreases in fuel prices.  Other equipment  rental
expenses decreased $0.3 million.

Fuel  decreased  $35.4  million  (58.5%),  to $25.1 million for the three months
ended June 30, 2009 from $60.5 million for the same period of 2008. The decrease
is the result of decreased fuel prices,  decreased miles driven, and an increase
in fuel economy as result of newer tractor  fleet as well as our idle  reduction
initiatives.  The Company's  fuel cost per mile per  company-owned  tractor mile
decreased  51.0% in second quarter of 2009 compared to 2008. Fuel cost per mile,
net of fuel surcharge, decreased 33.1% in the second quarter of 2009 compared to
2008.  The  Company's  second  quarter  fuel cost per gallon,  $2.10 per gallon,
decreased  by 50.1% in 2009  compared  to the same  period  of 2008,  $4.21  per
gallon.  Fuel  expense  during the  quarter  ended June 30,  2009 was net of the
benefit of the Company's fuel hedging efforts based on gains of $0.6 million for
settlements received on fuel derivative contracts.

Insurance  and claims  decreased  $2.4 million  (34.3%),  to $4.6 million in the
second  quarter of 2009 from $7.0 million in the second quarter of 2008 due to a
decrease in the number of occurrences and severity of larger claims.

Depreciation  increased $2.5 million (23.4%), to $13.2 million during the second
quarter of 2009 from $10.7 million in the second  quarter of 2008.  The increase
is mainly  attributable to an increase in tractor purchases for the twelve month
periods leading up to and including the quarter ended June 30, 2009. As tractors
are  depreciated  using  the  declining  balance  method,  depreciation  expense
declines in years subsequent to the first year after initial purchase.  Tractors
purchased  prior to January  1, 2009 are  depreciated  using the 125%  declining
balance  method.  Tractors  purchased  subsequent  to  January 1, 2009 are being
depreciated  using the 150% declining  balance method,  which increased  tractor
depreciation $0.3 million during the quarter ended June 30, 2009 compared to the
same period of 2008.  During the second half of 2008 and the first six months of
2009 the Company has placed in service  1,036 new  tractors  which have a higher
base  cost  than  previous  tractors  purchased  and  are in the  first  year of
depreciation. Tractor depreciation increased $2.5 million to $9.8 million in the
quarter  ended June 30,  2009 from $7.3  million in the  quarter  ended June 30,
2008.  The  increase  in tractor  depreciation  was offset by a decrease of $0.1
million  in  trailer  depreciation  for the three  months  ended  June 30,  2009
compared to the same period of 2008.  The decrease in trailer  depreciation  was
the direct  result of a portion of our trailer  fleet being  depreciated  to the
estimated salvage value of the respective trailers.

Other operating expenses decreased $0.9 million (22.0%),  to $3.2 million in the
second  quarter of 2009 from $4.1 million in the second  quarter of 2008.  Other


                                       14


operating expenses consists of costs incurred for advertising  expense,  freight
handling,  highway tolls, driver recruiting  expenses,  and administrative costs
which have  decreased  mainly due to lower load  counts,  driver  miles and less
driver recruiting.

The Company  recorded a gain on the disposal of property  and  equipment of $4.2
million  during the second  quarter of 2009 as compared to a minimal loss in the
second  quarter of 2008.  There were no tractor  trades during the quarter ended
June 30, 2008.

Interest  income  decreased  $1.6 million  (72.7%) in the second quarter of 2009
compared to the 2008 period.  The decrease is mainly the result of lower average
returns due to the decline in interest  rates  applicable to short and long-term
investments  which the Company saw  throughout  2008 and continued  into 2009 as
well as lower average  balances of investments  due to partial calls received on
ARS.

The Company's effective tax rate was 20.9% and 25.6%, respectively, in the three
months ended June 30, 2009 and 2008.  The decrease in the effective tax rate for
the three and six month periods  ending June 30, 2009 is primarily  attributable
to a favorable  income tax expense  adjustment as a result of the application of
FASB  Interpretation  No. 48 ("FIN 48"),  as  discussed  above,  on less taxable
income during the current year compared to the same period of 2008.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a  percentage  of operating  revenue) was 81.4% during the second  quarter of
2009 compared with 87.3% during the second quarter of 2008. Net income increased
$0.4 million  (2.3%),  to $17.6 million  during the second  quarter of 2009 from
$17.2 million during the second quarter of 2008.

Six Months Ended June 2009 and 2008

Operating revenue decreased $81.6 million (26.0%),  to $232.0 million in the six
months ending June 30, 2009 from $313.6 million in the 2008 period. The decrease
in revenue  resulted from a decrease in fuel surcharge  revenue of $42.8 million
to $23.4  million,  further  reduced  by a  decrease  in line  haul  revenue  of
approximately $38.8 million. The decrease in fuel surcharge revenue was a direct
result of a  decrease  in  average  fuel  costs  during  the  period as  further
explained  below.  Fuel  surcharge  revenue was $66.2 million for the six months
ended June 30, 2008. The decrease in line haul revenue was directly attributable
to a reduction in fleet miles,  $36.1 million,  as a direct result of an overall
decline in market  demand for  freight,  further  reduced by line haul rates and
other line haul related revenues, $2.7 million.

Salaries,  wages, and benefits decreased $10.2 million (10.5%), to $87.0 million
in the six months ended June 30, 2009 from $97.2 million in the 2008 period. The
decrease in salaries,  wages and benefits was the direct  result of decreases of
company  driver wages due to a decrease in total fleet miles as a direct  result
of an overall decline in market demand for freight.  Other net  compensation did
not materially  change. The mix of the number of employee drivers to independent
contractors  remained  unchanged  at  a  mix  of  96%  company  drivers  and  4%
independent contractors during the periods ended June 30, 2009 and 2008.

Rent and  purchased  transportation  decreased  $4.6  million  (44.7%),  to $5.7
million  in the first six  months of 2009 from  $10.3  million  in the  compared
period of 2008.  Rent and  purchased  transportation  for both periods  includes
amounts paid to  independent  contractors  under the  Company's  fuel  stability
program.  The decrease  reflects  the  decrease in miles  driven by  independent
contractors  ($1.9  million) and a decrease of amounts paid under the  Company's
fuel  stability  program ($2.2  million) due to decreases in fuel prices.  Other
equipment rental expenses decreased $0.5 million.

Fuel decreased $61.4 million (55.3%),  to $49.6 million for the six months ended
June 30, 2009 from $111.0  million for the same period of 2008.  The decrease is
the net result of decreased fuel prices ($45.5  million) and a decrease in miles
driven and idle reduction  initiatives ($15.9 million).  The Company's fuel cost
per  company-owned  tractor  mile  decreased  47.8% in first six  months of 2009
compared to the same period of 2008.  Fuel cost per mile, net of fuel surcharge,
decreased  34.1% in the first six months of 2009  compared to the same period of
2008. The Company's fuel cost per gallon for the first six months of 2009, $2.04
per  gallon,  decreased  by 46.3% in 2009  compared  to the same period of 2008,


                                       15


$3.80 per gallon. Fuel expense during the six months ended June 30, 2009 was net
of the benefit of the  Company's  fuel  hedging  efforts  based on gains of $0.6
million for settlements received on fuel derivative contracts.

Insurance  and claims  decreased  $2.7 million  (25.0%),  to $8.1 million in the
second quarter of 2009 from $10.8 million in the second quarter of 2008 due to a
decrease in the number of occurrences and severity of larger claims.

Depreciation  increased  $3.9 million  (18.5%),  to $25.0 million during the six
months  ended June 30, 2009 from $21.1  million in the six months ended June 30,
2008. The increase is mainly  attributable  to an increase in tractor  purchases
for the twelve month periods  leading up to and including the quarter ended June
30, 2009.  As tractors  are  depreciated  using the  declining  balance  method,
depreciation  expense  declines  in years  subsequent  to the first  year  after
initial  purchase.  Tractors  purchased prior to January 1, 2009 are depreciated
using the 125%  declining  balance  method.  Tractors  purchased  subsequent  to
January 1, 2009 are being  depreciated  using the 150% declining balance method,
which increased  tractor  depreciation  $0.3 million during the six months ended
June 30, 2009  compared  to the same  period of 2008.  During the second half of
2008 and the first six months of 2009 the  Company  has placed in service  1,036
new tractors which have a higher base cost than previous tractors  purchased and
are in the first  year of  depreciation.  Tractor  depreciation  increased  $4.0
million  to $18.2  million  in the six  months  ended  June 30,  2009 from $14.2
million in the same period of 2008.  The  increase in tractor  depreciation  was
offset by a decrease  of $0.3  million in  trailer  depreciation  for six months
ended June 30, 2009 compared to the same period of 2008. The decrease in trailer
depreciation  was the direct  result of a portion  of our  trailer  fleet  being
depreciated  to the estimated  salvage value of the respective  trailers.  Other
depreciation increased $0.2 million.

Other operating expenses decreased $1.9 million (22.4%),  to $6.6 million during
the six months ended June 30, 2009 from $8.5 million in the same period of 2008.
Other operating  expenses  consists of costs incurred for  advertising  expense,
freight handling,  highway tolls, driver recruiting expenses, and administrative
costs which have  decreased  mainly due to lower load  counts,  driver miles and
less driver recruiting.

Gain on the disposal of property and equipment  increased $5.3 million,  to $5.9
million  during the six months ended June 30, 2009 from $0.6 million in the same
period of 2008. The gain increase is mainly  attributable  to an increase in the
number of tractors  traded or sold  during the 2009 period  compared to the 2008
period.

Interest  income  decreased  $3.7  million  (72.5%),  to $1.4 million in the six
months  ended June 30, 2009 from $5.1  million in the same  period of 2008.  The
decrease  is mainly the result of lower  average  returns  due to the decline in
interest rates applicable to short and long-term  investments  which the Company
saw throughout  2008, and continued into 2009 as well as lower average  balances
of investments due to partial calls received on ARS.

The  Company's  effective  tax rate was 24.7% and 30.3% for the six months ended
June 30,  2009.  The  decrease in the  effective  tax rate for the three and six
month  periods  ending June 30, 2009 is  primarily  attributable  to a favorable
income  tax  expense   adjustment  as  a  result  of  the  application  of  FASB
Interpretation  No. 48 ("FIN 48"), as discussed  above,  on less taxable  income
during the current year compared to the same period of 2008.

As a result of the foregoing,  the Company's operating ratio (operating expenses
as a percentage  of operating  revenue) was 82.4% during the first six months of
2009  compared  with  87.0%  during  the first six  months of 2008.  Net  income
decreased $0.1 million to $31.8 million during the first six months of 2009 from
$31.9 million during the compared 2008 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,  which was the case
during 2008 and the six months  ended June 30,  2009 with the  purchase of 1,036
new tractors and 400 new trailers that were acquired during the third and fourth
quarters of 2008 and the first and second  quarters of 2009. The Company expects
to  purchase  more  tractors  during  the third and fourth  quarters  of 2009 to
complete the current  tractor upgrade  campaign of 1,600 new tractor  deliveries
during 2009. 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


                                       16


ended June 30,  2009,  was net cash  provided by operating  activities  of $45.3
million  compared to $44.0  million in 2008.  This was primarily a result of net
income (excluding non-cash depreciation,  deferred tax, and gains on disposal of
equipment)  being  approximately  $4.5 million  higher in 2009  compared to 2008
offset by a decrease in cash flow generated by operating  assets and liabilities
of  approximately  $3.2 million.  The net decrease in cash provided by operating
assets and  liabilities  for the first six months of 2009  compared  to the same
period of 2008 was primarily  the result of  reductions  in accounts  receivable
balances due to collections offset by reductions in accounts payable and accrued
expenses.  The increase in accident  claims  during the six month period  ending
June 30,  2008 did not  recur in the six  month  period  ending  June 30,  2009.
Additionally  there  were  reductions  in  accrued  income  taxes  mainly due to
uncertain tax position  accrual changes and certain net income taxes paid during
the quarter. Cash flow from operating activities was 19.5% of operating revenues
in 2009 compared with 14.0% in 2008.

Capital expenditures for property and equipment, net of trade-ins, totaled $25.5
million for the six months ended June 30, 2009  compared to $0.1 million  during
the same  period of 2008.  Investing  cash flows  during the first six months of
2009 were mainly  attributable to the Company's  tractor fleet upgrade  program.
There were not any significant capital  expenditures during the first six months
of 2008. The Company  received $10.9 million in cash during the six month period
ended June 30, 2009 related to partial  calls of ARS  compared to $10.9  million
net investment in ARS's prior to auction failures in February 2008. The increase
in proceeds  from sale of property and  equipment  was directly  related to cash
received under the Company's tractor fleet upgrade program.

The Company paid $1.8  million in dividends  during the first six months of 2009
compared to cash  dividends  of $3.9 million paid in six month period ended June
30,  2008.  The  dividend  declared in the fourth  quarter  2008 was paid in the
fourth  quarter of 2008 where as the dividend  declared in the fourth quarter of
2007 was paid in the first quarter of 2008. The Company  declared a $1.8 million
cash dividend in June 2009, included in accounts payable and accrued liabilities
at June 30, 2009, which was paid on July 2, 2009.

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, 2009
and has no  expiration  date.  During  the  six  months  ended  June  30,  2009,
approximately  3.5 million shares of the Company's common stock were repurchased
for  approximately  $45.4  million  at  approximately   $12.81  per  share.  The
repurchased  shares were  subsequently  retired.  There were  approximately  0.8
million shares  repurchased for $10.6 million at approximately  $13.40 per share
during the six month period ended June 30, 2008.  At June 30, 2009,  the Company
has  approximately  6.5 million  shares  remaining  under the  current  Board of
Director  repurchase  authorization.  Future purchases are dependent upon market
conditions.

The Company  paid  income  taxes,  net, of $14.8  million in 2009 which was $4.5
million  lower than  income  taxes paid  during the same period in 2008 of $19.3
million.  The decrease is mainly driven by lower  estimated  federal  income tax
payments based on expected taxable income for the year ending December 31, 2009.

Management  believes the Company has adequate  liquidity to meet its current and
projected  needs.   Management  believes  the  Company  will  continue  to  have
significant  capital  requirements  over the long-term  which are expected to be
funded from cash flows  provided by  operations  and from  existing  cash,  cash
equivalents and investments.  The Company's balance sheet remains debt free. The
Company  ended the quarter with $205.0  million in cash,  cash  equivalents  and
investments a decrease of $23.0  million from  December 31, 2008.  This decrease
was mainly driven by stock repurchases and purchases of equipment totaling $70.8
million, net of cash flows provided by operating activities.

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.  As of June 30, 2009 and December  31, 2008,  all of the
Company's long-term investment balance was invested in auction rate student loan
educational bonds. The investments typically have an interest reset provision of
35 days with contractual maturities that range from 5 to 38 years as of June 30,
2009. 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. The majority,  (approximately 97% at par)
of the underlying  investments are backed by the U.S. government.  The remaining
3% of the student loan auction rate  securities  portfolio are insurance  backed


                                       17


securities. As of June 30, 2009, approximately 95% of the underlying investments
of the total portfolio held AAA (or equivalent)  ratings from recognized  rating
agencies.  The remaining 5% are rated as investment  grade by recognized  rating
agencies.

As of June 30, 2009,  all of the Company's  auction rate student loan bonds were
associated with unsuccessful  auctions. To date, there have been no instances of
delinquencies  or  non-payment  of applicable  interest from the issuers and all
partial  calls of  securities by the issuers have been at par value plus accrued
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 estimates the fair value of the auction rate securities applying the
guidance in SFAS No. 157 ("SFAS 157"). Fair value represents an estimate of what
the Company  could sell the  investments  for in an orderly  transaction  with a
third party as of the June 30, 2009 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, 2009, 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,
2009 was calculated using  unobservable,  Level 3 inputs, as defined by SFAS 157
due to the lack of observable market inputs specifically related to student loan
auction rate securities.  The fair value of these investments as of the June 30,
2009  measurement  date could not be determined  with precision based on lack of
observable  market  data and could  significantly  change in future  measurement
periods.

The  estimated  fair value of the  underlying  investments  as of June 30,  2009
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,  on an  individual  investment  basis,  using a discounted  cash flow
approach  to value  the  underlying  collateral  of the trust  issuing  the debt
securities  considering an anticipated estimated outstanding average life of the
underlying  student loans (range of two to ten years) that are the collateral to
the trusts,  principal  outstanding,  expected rates of returns over the average
life of the underlying student loans, and payout formulas. These underlying cash
flows, by individual investment,  were discounted using interest rates (range of
2.0%-8.7%)  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.  Calculated fair values did not materially change
during the period ended June 30, 2009. The Company  obtained an understanding of
assumptions  in models used by third party  financial  institutions  to estimate
fair value and  considered  these  assumptions in the Company's cash flow models
but did not exclusively  use the fair values provided by financial  institutions
based on their internal  modeling.  The Company is aware that trading of student
loan auction rate  securities  is  occurring  in secondary  markets,  which were
considered in the Company's fair value assessment,  although the Company has not
listed any of its assets for sale on the  secondary  market.  As a result of the
fair  value  measurements,  there were no  changes  to the  unrealized  loss and
reduction to investments,  of $8.6 million,  net of tax, during the period ended
June 30, 2009. The unrealized  loss of $8.6 million,  net of tax, is recorded as
an adjustment to accumulated  other  comprehensive  loss and the Company has not
recognized  any other than  temporary  impairments  in the  statement of income.
There were not any realized gains or losses related to these investments for the
period ended June 30, 2009.

During the third and fourth quarters of 2008, various financial institutions and
respective  regulatory   authorities  announced  proposed  settlement  terms  in
response  to  various   regulatory   authorities   alleging  certain   financial
institutions  misled  investors  regarding the liquidity  risks  associated with
auction rate securities that the respective financial  institutions  underwrote,
marketed and sold. Further,  the respective  regulatory  authorities alleged the
respective financial institutions  misrepresented to customers that auction rate
securities were safe,  highly liquid  investments  that were comparable to money
markets.  Certain  settlement  agreements  were finalized  prior to December 31,
2008.  Approximately  97%  (based on par  value) of our  auction  rate  security
investments  were not  covered  by the terms of the above  mentioned  settlement
agreements.   The  focus  of  the  initial  settlements  was  generally  towards
individuals, charities, and businesses with small investment balances, generally
with  holdings  of $25 million  and less.  As part of the  general  terms of the


                                       18


settlements,  the respective financial institutions have agreed to provide their
best efforts in providing  liquidity to the auction rate  securities  market for
investors not specifically  covered by the terms of the respective  settlements.
Such  liquidity   solutions  could  be  in  the  form  of  facilitating   issuer
redemptions,  resecuritizations,  or other means.  The Company can not currently
project when  liquidity  will be obtained  from these  investments  and plans to
continue to hold such securities until the securities are called,  redeemed,  or
resecuritized by the debt issuers.

The remaining 3.0% (based on par value) was specifically covered by a settlement
agreement which the Company signed during the fourth quarter of 2008. By signing
the  settlement  agreement,  the  Company  relinquished  its rights to bring any
claims  against the financial  institution,  as well, as its right to serve as a
class  representative or receive benefits under any class action.  Further,  the
Company no longer has the sole discretion and right to sell or otherwise dispose
of,  and/or enter orders in the auction  process with respect to the  underlying
securities. As part of the settlement, the Company obtained a put option to sell
the  underlying  securities to the financial  institution,  which is exercisable
during the period  starting on June 30, 2010 through July 2, 2012,  plus accrued
interest.  Should the  financial  institution  sell or otherwise  dispose of our
securities the Company will receive the par value of the securities plus accrued
interest  one business day after the  transaction.  Upon signing the  settlement
agreement,  the Company no longer  maintains  the intent and ability to hold the
underlying  securities for recovery of the temporary  decline in fair value. The
Company  also  acquired  an asset,  a put option that is valued as a stand alone
financial instrument separate from the underlying securities.  There was not any
significant  change in the value of the put option  during the period ended June
30, 2009. The value of these securities is included in long-term investments per
the consolidated balance sheet.

The  Company  has  evaluated  the  unrealized  loss  on  securities  other  than
securities  covered by the  settlement  agreement  discussed  above 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    Since  auction  failures  began in  February  2008,  the  Company  has
          received approximately $28.8 million as the result of partial calls by
          issuers.  The Company received par value for the amount of these calls
          plus accrued interest.
     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 have not been any significant changes in  collateralization  and
          ratings of the underlying  securities  since the first failed auction.
          The  Company  continues  to  hold  95% of the  auction  rate  security
          portfolio in senior positions of AAA (or equivalent) rated securities.
     o    The  Company  is aware of recent  increases  in  default  rates of the
          underlying student loans that are the assets to the trusts issuing the
          auction  rate  security  debt,  which  management  believes  is due to
          current  overall  economic  conditions.  As the  underlying  loans are
          guaranteed by the U.S.  Government,  defaults of the loans  accelerate
          payment of the underlying  loan to the trust.  As trusts are no longer
          recycling repayment money for new loans,  accelerated repayment of any
          student loan to the underlying  trust would increase cash flows of the
          trust  which  would  potentially   result  in  partial  calls  by  the
          underlying trusts.
     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  as well as  improve  overall
          liquidity  in the  student  loan  auction  rate  market.  This has the
          potential to impact existing securities with underlying student loans.
     o    All  of  the  auction  rate   securities   are  held  with   financial
          institutions  that have agreed in principle to  settlement  agreements
          with various regulatory  agencies to provide  liquidity.  Although the
          principles of the  respective  settlement  agreements  focus mostly on
          small  investors  (generally  companies and individual  investors with
          auction rate  security  assets less than $25  million) the  respective
          settlements  state the financial  institutions  will work with issuers
          and other  interested  parties  to use their  best  efforts to provide
          liquidity  solutions  to  companies  not  specifically  covered by the
          principle  terms of the  respective  settlements by the end of 2009 in

                                       19


          certain settlement agreements. Regulatory agencies continue to monitor
          the progress of the  respective  financial  institutions  towards this
          goal.

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 due to credit related issues, the Company
may be required to record an impairment of these investments through a charge in
the consolidated statement of income.

Net working  capital for the six months  ended June 30, 2009  decreased by $10.6
million  over  December  31,  2008  largely  due to a decrease  in cash and cash
equivalents driven by share repurchases, cash paid for equipment purchases, less
cash received from partial  calls of ARS  investments  and increases in accounts
payable due to equipment  purchases.  Based on the  Company's  strong  financial
position, management believes outside financing could be obtained, if necessary,
to fund capital expenditures.

Off-Balance Sheet Transactions

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

Risk Factors

You should refer to Item 1A of our annual  report (Form 10-K) for the year ended
December 31, 2008,  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,  any of which could have a materially
          adverse effect on our operating results.
     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 changes in regulations
          could 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 or future
          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    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    If the estimated  fair value of auction rate  securities  continues to
          remain below cost or if the fair value  decreases  significantly  from
          the current fair value,  we may be required to record an impairment of
          these investments,  through a charge in the consolidated  statement of
          income, which could have a materially adverse effect on our earnings.
     o    Seasonality   and  the  impact  of  weather   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.

                                       20


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, 2009,  ($160.4  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  $1.6
million.

The Company has no debt outstanding as of June 30, 2009 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, 2009 and
2008, fuel expense, net of fuel surcharge revenue and fuel stabilization paid to
owner operators along with favorable fuel hedge  settlements,  was $13.4 million
and $23.7 million or 15.2% and 22.2%,  respectively,  of the Company's total net
operating  expenses,  net of fuel  surcharge.  For the six months ended June 30,
2009  and  2008,  fuel  expense,   net  of  fuel  surcharge   revenue  and  fuel
stabilization   paid  to  owner   operators  along  with  favorable  fuel  hedge
settlements,   was  $27.0   million  and  $47.8  million  or  15.5%  and  22.7%,
respectively,  of the  Company's  total  net  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 projected  future  purchases of diesel fuel to reduce its exposure to
diesel fuel price  fluctuations.  During the quarter  ended March 31, 2009,  the
Company contracted with an unrelated third party to hedge forecasted future cash
flows related to fuel  purchases for the quarter ended June 30, 2009.  The hedge
of forecasted  future cash flow was  transacted  through the use of certain swap
contracts.  The Company has  implemented the provisions of SFAS No. 133 and SFAS
No.  161,  and has  designated  such hedges as cash flow  hedges.  The cash flow
hedging  strategy was  implemented  mainly to reduce the  Company's  exposure to
significant  upward  movements in diesel fuel prices related to fuel consumed by
empty  and  out-of-route  miles  and  truck  engine  idling  time,  which is not
recoverable through fuel surcharge  agreements.  The contracted hedge expired on
June 30, 2009 and  favorably  impacted fuel expense $0.6 million for the quarter
ended June 30, 2009. There were no open hedging contracts at June 30, 2009.

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.

















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                                     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 7, 2009. 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 (86,070,041 for, 0
     against,  391,488  withheld,) and ratified the  appointment of KPMG, LLP as
     the Company's independent  registered public accounting firm for the fiscal
     year ending  December 31, 2009  (86,223,975  for,  230,672  against,  6,882
     withheld).  Shareholders  representing  86,461,529 shares, or approximately
     95.3% 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.
          32.1 Certification  of Chief Executive  Officer  Pursuant to 18 U.S.C.
               1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
               Act of 2002.
          32.2 Certification  of 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  17,  2009,  announcing  the
               Company's financial results for the quarter ended March 31, 2008.
          2.   Report  on  Form  8-K,  dated  June  11,  2009,   announcing  the
               declaration of a quarterly cash dividend.


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








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                                    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 7, 2009                      BY: /S/ John P. Cosaert
                                              -------------------
                                          John P. Cosaert
                                          Executive Vice President-Finance,
                                          Chief Financial Officer and Treasurer
                                          (Principal accounting and financial
                                          officer)



































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