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, 1999 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)

2777 Heartland Driver, Coralville, Iowa 52241
(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code (319) 645-2728

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 ____

At June 30, 1999, there were 30,000,000 shares of the Company's $.01 par value
common stock outstanding.

PART I

FINANCIAL INFORMATION

Page
Number
Item 1. Financial statements

Consolidated balance sheets
June 30, 1999 (unaudited) and
December 31, 1998 2 - 3
Consolidated statements of income
(unaudited) for the three and six month
periods ended June 30, 1999 and 1998 4
Consolidated statements of cash flows
(unaudited) for the six months ended
June 30, 1999 and 1998 5
Notes to financial statements 6

Item 2. Management's discussion and analysis of
financial condition and results of
operations 7 - 12

PART II

OTHER INFORMATION

Item 1. Legal proceedings 13

Item 2. Changes in securities 13

Item 3. Defaults upon senior securities 13

Item 4. Submission of matters to a vote of 13
security holders

Item 5. Other information 13

Item 6. Exhibits and reports of Form 8-K 13 - 15

HEARTLAND EXPRESS, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS JUNE 30, DECEMBER 31,
1999 1998
------------ ------------
(Unaudited)

CURRENT ASSETS

Cash and cash equivalents ...................... $ 160,052,857 $ 143,434,594

Trade receivables, less allowance:
1999 and 1998 $402,812.......................... 23,550,711 21,391,206

Prepaid tires .................................. 1,088,208 1,039,405

Deferred income taxes .......................... 16,035,000 16,082,000

Other current assets ........................... 2,204,790 306,142
------------ ------------

Total current assets ................... $ 202,931,566 $ 182,253,347
------------ ------------

PROPERTY AND EQUIPMENT

Land and land improvements ..................... $ 3,830,779 $ 3,830,779

Buildings ...................................... 9,264,397 9,214,397

Furniture and fixtures ......................... 2,611,166 2,535,343

Shop and service equipment ..................... 1,428,129 1,444,764

Revenue equipment .............................. 116,451,652 112,162,731
------------ ------------

$ 133,586,123 $ 129,188,014

Less accumulated depreciation & amortization ... 65,946,080 60,618,544
------------ ------------

Property and equipment, net .................... $ 67,640,043 $ 68,569,470
------------ ------------

OTHER ASSETS ................................... $ 5,584,665 $ 6,005,191
------------ ------------

$ 276,156,274 $ 256,828,008
============ ============

HEARTLAND EXPRESS, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 30, December 31,
1999 1998
------------ ------------
(Unaudited)

CURRENT LIABILITIES

Accounts payable & accrued liabilities .......... $ 10,853,905 $ 7,615,143

Compensation & benefits ......................... 5,198,209 4,431,905

Income taxes payable ............................ 4,364,081 3,578,501

Insurance accruals .............................. 34,498,187 35,503,314

Other ........................................... 2,781,150 3,135,232
------------ ------------

Total current liabilities ..................... $ 57,695,532 $ 54,264,095
------------ ------------

DEFERRED INCOME TAXES ............................. $ 15,532,000 $ 15,716,000
------------ ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Capital stock:

Preferred, $.01 par value; authorized

5,000,000 share; none issured ................. $ -- $ -- --

Common, $.01 par value; authorized

395,000,000 shares; issued and outstanding

30,000,000 shares ............................. 300,000 300,000

Additional paid in capital ...................... 6,608,170 6,608,170

Retained earnings ............................... 196,020,572 179,939,743
------------ ------------

$202,928,742 $186,847,913
------------ ------------

$276,156,274 $256,828,008
============ ============

HEARTLAND EXPRESS, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

Three months ended Six months ended
June 30, June 30,

1999 1998 1999 1998
------------ ------------ ------------ -------------

OPERATING REVENUE ......................... $ 66,094,335 $ 69,222,503 $129,191,440 $136,062,813
------------ ------------ ------------ -------------

OPERATING EXPENSES:

Salaries, wages, benefits .............. $ 14,718,890 $ 13,212,053 $ 28,833,872 $ 26,967,643

Rent and purchased transportation ...... 23,697,084 26,967,946 46,462,729 52,231,164

Operations and maintenance ............. 7,028,891 6,675,135 13,614,398 13,595,664

Taxes and licenses ..................... 1,494,517 1,548,562 2,865,576 3,060,233

Insurance and claims ................... 1,456,670 2,025,573 3,229,921 4,031,707

Communications and utilities ........... 655,421 661,364 1,307,329 1,434,542

Depreciation ........................... 4,056,077 4,580,527 8,124,155 9,243,626

Other operating expenses ............... 1,503,783 1,581,022 3,111,884 2,900,597

(Gain) on sale of fixed assets ......... -- (5,645) -- (332,255)
------------ ------------ ----------- ------------

$ 54,611,333 $ 57,246,537 $107,549,864 $113,132,921
------------ ------------ ------------ ------------

Operating income ........... $ 11,483,002 $ 11,975,966 $ 21,641,576 $ 22,929,892

Interest income ........................ 1,519,293 1,128,318 2,998,321 2,183,134
------------ ------------ ------------ ------------

Income before income taxes ............ $ 13,002,295 $ 13,104,284 $ 24,639,897 $ 25,113,026

Federal and state income taxes ........ 4,485,791 4,586,522 8,559,068 8,789,582
------------ ------------ ------------ ------------

Net income ............................ $ 8,516,504 8,517,762 $ 16,080,829 $ 16,323,444
============ ============ ============ ============

Earnings per common share:

Basic earnings per share .......... $ 0.28 $ 0.28 $ 0.54 $ 0.54
============ ============ ============ ============

Basic weighted average shares outstanding 30,000,000 30,000,000 30,000,000 30,000,000
============ ============ ============ ============

HEARTLAND EXPRESS, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Six months ended
June 30,
1999 1998
------------- -------------

OPERATING ACTIVITIES
Net Income ................................. $ 16,080,829 $ 16,323,444
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation and amortization .......... 8,672,379 9,813,048
Deferred income taxes .................. (137,000) (2,195,000)
Gain on sale of fixed assets ........... -- (302,084)
Changes in certain working capital items:
Trade receivables .................... (2,159,505) 831,850
Other current assets ................. (1,898,648) (4,007,738)
Prepaid expenses ..................... (285,082) 410,060
Accounts payable and accrued expenses 1,047,139 3,857,576
Accrued income tax ................... 785,580 1,384,904
------------- -------------
Net cash provided by operating activities $ 22,105,692 $ 26,116,060
------------- -------------
INVESTING ACTIVITIES
Proceeds from sale of prop. and equipment .. $ -- $ 473,200
Capital additions .......................... (5,518,897) (3,271,285)
Net sales of municipal bonds ............... -- 1,999,473
Other ...................................... 31,468 (64,426)
------------- -------------
Net cash (used in) provided by investment
activities ................................ $ (5,487,429) $ (863,038)
------------- -------------

Net increase in cash and cash equivalents $ 16,618,263 $ 25,253,022

CASH AND CASH EQUIVALENTS
Beginning of year .......................... 143,434,594 76,240,422
------------- -------------
End of quarter ............................. $ 160,052,857 $ 101,493,444
============= =============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes ............................. $ 7,910,488 $ 9,599,678
Noncash investing activities:
Book value of revenue equipment traded ... $ 1,894,303 $ 5,900,477

See accompanying notes to consolidated financial statements.

HEARTLAND EXPRESS, INC.
AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring and certain nonrecurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six month
period ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1999. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Heartland Express, Inc. and Subsidiaries ("Heartland" or the "Company")
annual report on Form 10-K for the year ended December 31, 1998.

Note 2. Income Taxes

Income taxes for the three and six month periods ended June 30, 1999 are based
on the Company's estimated effective tax rates. The rate for the three months
ended March 31, 1999 and all of 1998 was 35% and the second quarter ended June
30, 1999 is at the rate of 34.5%

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

The following is a discussion of the results of operations of the three and six
months periods ended June 30, 1999 compared with the same periods in 1998, and
the changes in financial condition through the second quarter of 1999.

Results of Operations:

Three Months Ended June 30, 1999 and 1998

Operating revenue decreased $3.1 million (4.5%), to $66.1 million in the second
quarter of 1999 from $69.2 million in the second quarter of 1998. The revenue
decrease was attributable primarily to an industry-wide shortage of experienced
employee drivers and independent contractors.

Salaries, wages, and benefits increased $1.5 million (11.4%), to $14.7 million
in the second quarter of 1999 from $13.2 million in the second quarter of 1998.
As a percentage of revenue, salaries, wages and benefits increased to 22.3% in
1999 from 19.1% in 1998. These increases were a result of an increase in the
percentage of employee drivers operating the Company's tractor fleet and a
corresponding decrease in the percentage of the fleet being provided by
independent contractors and increases in the employee driver pay rate. The
Company has increased the employee driver pay approximately 10.4% since June 30,
1998 to enhance the recruitment and retention of qualified drivers. During the
second quarter of 1999, employee drivers accounted for 49% and independent
contractors 51% of the total fleet miles, compared with 44% and 56%,
respectively, in the second quarter of 1998. Rent and purchased transportation
decreased $3.3 million (12.1%), to $23.7 million in the second quarter of 1999
from $27.0 million in the second quarter of 1998. As a percentage of revenue,
rent and purchased transportation decreased to 35.9% in the second quarter of
1999 from 39.0% in the second quarter of 1998. This reflected the Company's
decreased reliance upon independent contractors.

Operations and maintenance increased $0.3 million (5.3%) to $7.0 million in the
second quarter of 1999 from $6.7 million in the second quarter of 1998. As a
percentage of revenue, operations and maintenance increased to 10.6% during the
second quarter of 1999 from 9.6% in the second quarter of 1998. The cost
increases are associated with the increased reliance on employee drivers.

Taxes and licenses decreased $0.1 million (3.5%), to $1.5 million in the second
quarter of 1999 from $1.5 million in the second quarter of 1998. As a percentage
of revenue, taxes and licenses increased to 2.3% in the second quarter of 1999
from 2.2% in the second quarter of 1998. The cost decrease was primarily
attributable to the decrease in fleet size.

Insurance and claims decreased $0.6 million (28.1%), to $1.4 million in the
second quarter of 1999 from $2.0 million in the second quarter of 1998. As a
percentage of revenue, insurance and claims decreased to 2.2% in the second
quarter of 1999 from 2.9% in the second quarter of 1998. Insurance and claims
expense will vary as a percentage of operating revenue from period to period
based on the frequency and severity of claims incurred in a given period as well
as changes in claims development trends. The decrease in the second quarter 1999
expense reflects the lessor severity of claims incurred.

Depreciation decreased $0.5 million (11.4%) to $4.1 million during the second
quarter of 1999 from $4.6 million in the second quarter of 1998. As a percentage
of revenue, depreciation decreased to 6.1% of revenue during the second quarter
of 1999 from 6.6% during the second quarter of 1998. The decrease was primarily
attributable to older trailers in the Company's fleet that have become fully
depreciated.

Other operating expenses decreased $0.1 million (4.9%) to $1.5 million during
the first quarter of 1999 from $1.6 million during the second quarter 1998. As a
percentage of revenue, other operating expenses remained constant at 2.3% during
the second quarter of 1998. Other operating expenses consists primarily of
pallet cost, driver recruiting expense, and administrative costs.

Interest income increased $0.4 (34.7%) to $1.5 million in the second quarter of
1999 from $1.1 million in the second quarter of 1998. This increase is primarily
attributable to the increase in cash and cash equivalents.

The Company's effective tax rate was 34.5% for the three month periods ended
June 30, 1999 compared to 35.0% for the quarter ended June 30, 1998. This
decrease is primarily attributable to the increase in tax-exempt interest
earned.

As a result of the foregoing, the Company's operating ratio (operating expenses
as a percentage of operating revenue) was 82.6% during the second quarter of
1999 compared with 82.7% during the second quarter of 1998. Net income had no
significant change in both compared quarters.

Six Months Ended June 30, 1999 and 1998

Operating revenue decreased $6.9 million (5.1%), to $129.2 million in the six
months ended June 30, 1999 from $136.1 million in the compared 1998 period. The
revenue decrease was attributable primarily to industry-wide shortage of
experienced employee drivers and independent contractors. .

Salaries, wages, and benefits increased $1.8 million (6.9%), to $28.8 million in
the six months ended June 30, 1999 from $27.0 million in the compared 1998
period. As a percentage of revenue, salaries, wages and benefits increased to
22.3% in 1999 from 19.8% in 1998. These increases were a result of an increase
in the percentage of employee drivers operating the Company's tractor fleet and
a corresponding decrease in the percentage of the fleet being provided by
independent contractors. In addition, the Company has increased the employee
driver pay approximately 10.4% since June 30, 1998 to enhance the recruitment
and retention of qualified drivers. During the first six months of 1999,
employee drivers accounted for 49% and independent contractors 51% of the total
fleet miles, compared with 45% and 55%, respectively, in the first six months of
1998.

Rent and purchased transportation decreased $5.8 million (11.0%), to $46.4
million in the six months ended June 30, 1999 from $52.2 million in the compared
1998 period. As a percentage of revenue, rent and purchased transportation
decreased to 36.0% in the six months ended June 30, 1999 from 38.4% in the
compared 1998 period. This reflects the Company's decreased reliance upon
independent contractors.

Operations and maintenance had no significant change in the six months ended
June 30, 1999 from the compared 1998 period. As a percentage of revenue,
operations and maintenance increased to 10.5% of revenue in the six months ended
June 30, 1999 from 10.0% during the compared 1998 period. This increase is
attributable to the aforementioned increased reliance on employee drivers
operating the Company's tractor fleet. The cost increases associated with
increased reliance on employee drivers were effected by a decrease in fuel
prices compared to those experienced in the first six months of 1998.

Taxes and licenses decreased $0.2 million (6.4%), to $2.9 million in the six
months ended June 30, 1999 from $3.1 million in the compared 1998 period. As a
percentage of revenue, taxes and licenses was 2.2% for both periods. The cost
decrease was primarily attributable to the decrease in fleet size.

Insurance and claims decreased $0.8 million (19.9%), to $3.2 million in the six
months ended June 30, 1999 from $4.0 million in the compared 1998 period. As a
percentage of revenue, insurance and claims decreased to 2.5% in the six months
ended June 30, 1999 from 3.0% in the compared 1998 period. Insurance and claims
expense will vary as a percentage of operating revenue from period to period
based on the frequency and severity of claims incurred in a given period as well
as changes in claims development trends. The decrease in the first six months of
1999 expense reflects the lessor severity of claims incurred and a decrease in
frequency.

Depreciation decreased $1.1 million (12.1%) to $8.1 million during the six
months ended June 30, 1999 from $9.2 million in the compared 1998 period. As a
percentage of revenue, depreciation decreased to 6.3% of revenue during the six
months ended June 30, 1999 from 6.8% during the compared 1998 period. The
decrease was primarily attributable to older trailers in the Company's fleet
that have become fully depreciated.

Other operating expenses increased $0.2 million (7.3%) to $3.1 million during
the six months ended June 30, 1999 from $2.9 million during the compared 1998
period. As a percentage of revenue, other operating expenses increased to 2.4%
in the six months ended June 30, 1999 from 2.1% in the compared 1998 period.
Other operating expenses consists primarily of pallet cost, driver recruiting
expense, and administrative costs.

Interest income increased $0.8 (37.3%) to $3.0 million in the six months ended
June 30, 1999 from $2.2 million in the compared 1998 period. This increase is
primarily attributable to the increase in cash and cash equivalents.

The Company's effective tax rate is 34.7% for the first six months ended June
30, 1999 and 35.0% for the six months ended June 30, 1998.

As a result of the foregoing, the Company's operating ratio (operating expenses
as a percentage of operating revenue) was 83.2% during the six months ended June
30, 1999 compared with 83.1% during the compared 1998 period. Net income
decreased $0.2 million (1.5%), to $16.1 million during the six months ended June
30, 1999 from $16.3 million during the compared 1998 period.

Liquidity and Capital Resources

The growth of the Company's business has required significant investments in new
revenue equipment. Historically the Company has been debt-free, financing
revenue equipment through cash flow from operations. The Company also obtains
tractor capacity by utilizing independent contractors, who provide a tractor and
bear all associated operating and financing expenses.

The Company expects to finance future growth in its company-owned fleet through
cash flow from operations and cash equivalents currently on hand. Based on the
Company's strong financial position (current ratio of 3.5 and no debt),
management foresees no barrier to obtaining outside financing, if necessary, to
continue with its growth plans.

During the six months ended June 30, 1999, the Company generated net cash flow
from operations of $22.1 million. Net cash used in investing and financing
activities included $5.5 million for capital expenditures, primarily revenue
equipment.

Working capital at June 30, 1999 was $145.2 million, including $160.1 million in
cash and cash equivalents. These investments generated $3.0 million in interest
income (primarily tax-exempt) during the six months ended June 30, 1999. The
Company's policy is to purchase only investment quality, highly liquid
investments.

Forward Looking Information

Statements by the Company in reports to its stockholders and public filings, as
well as oral public statements by Company representatives may contain certain
forward looking information that is subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected.

Without limitation, these risks and uncertainties include economic recessions or
downturns in customer's business cycles, excessive increase in capacity within
truckload markets, decreased demand for transportation services offered by the
Company, rapid inflation and fuel price increases, increases in interest rates,
and the availability and compensation of qualified drivers and owner operators.
Readers should review and consider the various disclosures made by the Company
in its reports to stockholders and periodic reports on form 10-K and 10-Q

Year 2000

The Company has completed a comprehensive inventory and assessment of its risk
associated with the year 2000 problem. The position of the Company is to ensure
successful operation of business processes without interruption before, during,
and after December 31, 1999. A formal year 2000 team was established in 1998 to
identify exposures, develop a compliance plan, correct problems, test results
and monitor progress on a monthly basis, and develop a contingency plan in the
event of any system failures. All internal systems (both information technology
"IT" and non-IT) have been assessed for risk, including operational software,
operational platforms, desktop systems, telephony equipment, data
communications, systems assurance, and facility management systems. Critical
business processes have been assessed for risk, such as customer service, voice
telecommunications, order entry, transportation capacity planning, logistical
balance planning, driver load assignment, driver satellite communications,
rating and invoicing, payment remittance, financial transactions, and electronic
data interchange (EDI) communications for load tendering, shipment status, and
freight invoicing. The Company's operational platform and enterprises software
were upgraded in 1998 and are Year 2000 compliant. The Company has successfully
tested the systems by simulating the transition to the Year 2000. Future
estimated compliance costs are not expected to be material to the Company's
consolidated financial position, results of operations, or cash flows.

As part of the Company's comprehensive review, it is continuing to verify the
year 2000 readiness of third parties (vendors and customers) with whom the
Company has material business relationships. These relationships include
providers of such services as telecommunications, natural gas and electricity,
diesel fuel, satellite communications and financial transactions. Formal
communications have been made with significant customers and suppliers. These
customers and suppliers indicate that they expect to achieve compliance and do
not expect any business interruptions. In addition, engine manufacturers have
confirmed the year 2000 readiness of our company-owned tractor fleet.

At present the Company is not able to determine with certainty the effect on the
Company's result of operations, liquidity, and financial condition in the event
the Company's material suppliers and customers are not Year 2000 compliant.
There can be no assurance that the Company will properly identify all Year 2000
issues or the certain external customers or suppliers will not experience
disruption of IT functions or actual services provided. The Company will
continue to monitor the progress of its material suppliers and customers.
Contingency plans are being developed to address Year 2000 issues that may arise
in the event of system failures or loss of material suppliers or customers.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings
Not applicable

Item 2. Changes in securities
Not applicable

Item 3. Defaults upon senior securities
Not applicable

Item 4. Submission of matters to a vote of security holders
Not applicable

Item 5. Other information
Not applicable

Item 6. Exhibits and reports on Form 8-K
None filed during the second quarter of 1999.

Page of Method of
Exhibit No. Document Filing

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

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

3.3 Certificate of Amendment Incorporated by
To Articles of Incorporation Reference to the
Company's form
10-QA, for the
quarter ended June
30, 1997, dated
March 26, 1998.

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

4.3 Certificate of Amendment Incorporated by
to Articles of Incorporation Reference to the
Company's form
10-QA, for the
quarter ended June
30, 1997, dated
March 26, 1998.

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

10.1 Business Property Lease Incorporated by
between Russell A. Gerdin Reference to the
as Lessor and the Company Company's Form 10-K
as Lessee, regarding the for the year ended
Company's headquarters at December 31, 1996.
2777 Heartland Drive, Commission file no.
Coralville, Iowa 52241 0-15087, dated
March 27, 1997.

10.2 Form of Independent Incorporated by
Contractor Operating Reference to the
Agreement between the Company's Form 10-K
Company and its for the year ended
independent contractor December 31, 1993.
providers of tractors Commission file no.
0-15087.

10.3 Description of Key Incorporated by
Management Deferred Reference to the
Incentive Compensation Company's Form 10-K
Arrangement for the year ended
December 31, 1993.
Commission file no.
0-15087.

21 Subsidiaries of the Incorporated by
Registrant Reference to the
Company's Form 10-K
for the year ended
December 31, 1993.
Commission file no.
0-15087.

27 Financial Data Schedule Filed herewith.

SIGNATURES

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.

BY: /s/ John P. Cosaert
---------------------
JOHN P. COSAERT
Vice-President
Finance and Treasurer