AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996.

REGISTRATION NO. 333-12783
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

---------------

AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------

HEARTLAND EXPRESS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

---------------

NEVADA 4213 93-0926999
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION
INCORPORATION OR CLASSIFICATION CODE NUMBER)
ORGANIZATION) NUMBER)

2777 HEARTLAND DRIVE
CORALVILLE, IOWA 52241
(319) 645-2728
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

---------------

RUSSELL A. GERDIN
2777 HEARTLAND DRIVE
CORALVILLE, IOWA 52241
(319) 645-2728
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:
MARK A. SCUDDER, ESQ. ELIZABETH GRIEB, ESQ.
EARL H. SCUDDER, JR., ESQ. PIPER & MARBURY L.L.P.
SCUDDER LAW FIRM, P.C. 36 SOUTH CHARLES STREET
411 SOUTH 13TH STREET, SUITE 200 BALTIMORE, MARYLAND 21201
LINCOLN, NEBRASKA 68508 (410) 539-2530
(402) 435-3223
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after the effective date of the registration statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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1,500,000 Shares

LOGO
Common Stock

------------

Of the 1,500,000 shares of Common Stock of Heartland Express, Inc. offered
hereby, 900,000 shares are being sold by Russell A. Gerdin, (the "Principal
Stockholder") and 600,000 shares are being sold by The Gerdin Charitable
Foundation (the "Foundation"), a private foundation established by the
Principal Stockholder. The Principal Stockholder and the Foundation are
sometimes together referred to as the "Selling Stockholders." See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale
of Common Stock in this offering. The Company's Common Stock is traded on the
Nasdaq National Market under the symbol "HTLD." On October 10, 1996, the last
reported sale price of the Common Stock was $ per share. The Company paid
a 50% pro rata stock dividend on October 4, 1996, to stockholders of record on
September 23, 1996 (the "Stock Dividend"). The Stock Dividend increased the
number of issued and outstanding shares of Common Stock from 20 million to 30
million, and the market price of the Common Stock was adjusted on October 4 to
$ , which was approximately two-thirds of the last sale price on October
3, 1996. Purchasers in this offering will not receive shares paid in
connection with the Stock Dividend. Unless otherwise indicated, all
information in this Prospectus, including the number of shares offered hereby,
reflects the issuance of shares in connection with the Stock Dividend. See
"Price Range of Common Stock" and "Stock Dividend."

------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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- -------------------------------------------------------------------------------

PRICE UNDERWRITING PROCEEDS TO
TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS STOCKHOLDERS(1)
- ------------------------------------------------------------------------------

Per Share........... $ $ $
- ------------------------------------------------------------------------------
Total(2)............ $ $ $
- ------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

(1) Before deducting expenses of the offering estimated at $102,500 payable by
the Principal Stockholder.

(2) The Principal Stockholder has granted the Underwriters a 30-day option to
purchase up to 225,000 additional shares of Common Stock solely to cover
over-allotments, if any. To the extent that the option is exercised, the
Underwriters will offer the additional shares at the Price to Public shown
above. If the option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions, and Proceeds to Selling
Stockholders will be $ , $ , and $ , respectively. See
"Underwriting."

------------

The shares of Common Stock are offered by the Underwriters, subject to prior
sale, when, as, and if delivered to and accepted by them, and subject to the
right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares will be made at the offices of Alex.
Brown & Sons Incorporated, Baltimore, Maryland, on or about October 16, 1996.

Alex. Brown & Sons Morgan Keegan & Company, Inc.
INCORPORATED

THE DATE OF THIS PROSPECTUS IS OCTOBER 11, 1996.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities Act and
information incorporated by reference herein. Copies of such information and
the reports, proxy statements, and other information filed by the Company
under the Exchange Act may be examined without charge at the Public Reference
Section of the Commission located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549, at the regional offices of the Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511, and at the Web site maintained by the Commission at http://www/sec/gov.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1996, filed with the Commission pursuant to
Section 13 of the Exchange Act, are hereby incorporated by reference into this
Prospectus and made a part hereof.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in and made a part of this Prospectus from the date
of filing of such documents. See "Available Information." Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.

The Company will furnish without charge upon written or oral request to each
person to whom this Prospectus is delivered a copy of any or all of the
documents incorporated by reference herein other than exhibits to such
documents not specifically incorporated by reference thereto. Such request
should be directed to Heartland Express, Inc., 2777 Heartland Drive,
Coralville, Iowa 52241, telephone no. (319) 645-2728, Attn: John P. Cosaert,
Vice President.

------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS, IF ANY, MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMMON STOCK ON THE NASDAQ STOCK MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER
THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus.

THE COMPANY

Heartland is a short-to-medium haul truckload carrier based near Iowa City,
Iowa. Heartland provides nationwide transportation service to major shippers,
using late-model tractors and a uniform fleet of 53-foot aluminum plate dry
vans. The Company's primary traffic lanes are between customer locations east
of the Rocky Mountains, with selected service to the West. Management believes
that Heartland's size and service standards have enabled it to become a core
carrier to many of its major customers.

OPERATING PHILOSOPHY

Heartland focuses on two goals: providing premium service that differentiates
the Company from competitors and achieving the lowest possible cost structure.
This concentration on customer service and efficient operations overlays each
of the following operating strategies:

. Centralized operations and regional distribution. Heartland's operations
department includes a central dispatch unit at Company headquarters and four
regional distribution centers located near major customers. A computer
network and regular communication between central dispatch and the regional
distribution centers promotes system-wide load coordination. Management
believes this strategy combines the cost efficiency of centralized dispatch,
billing, and management functions with the local control over drivers and
customer service that are important to short, time-sensitive regional
freight movements.

. Short-to-medium average length of haul. Heartland concentrates primarily on
short-to-medium haul shipments (625-mile average length of haul in 1995)
because more than 70% of all over-the-road freight revenue in the
continental United States is generated in these lanes and the rate per mile
is generally higher than in longer hauls. In addition, shorter routes lessen
competition from rail and intermodal competitors, which typically compete in
the long haul market.

. Targeted customers. Heartland targets customers in its operating areas that
require multiple, time-sensitive shipments, including those customers with
just-in-time and other expedited, time-definite, or premium service
requirements. Consistent with Heartland's focus on customer service and
efficient operations, the Company's sales personnel seek to develop close
relationships with a small number of very large shippers. Accordingly, the
Company's 25, 10, and 5 largest customers accounted for 75%, 62%, and 48% of
revenue, respectively, in 1995, and 73%, 58%, and 44%, respectively, in the
first six months of 1996. Management believes this philosophy permits
Heartland to control costs through more predictable movements and allows
Heartland to offer a high level of service to customers. Management believes
that growth in revenue from Heartland's top five accounts from $36.8 million
to $91.9 million over the past five years demonstrates the success of this
strategy.

. Employee and independent contractor driver strategy. Heartland has
historically operated with both employee and independent contractor drivers.
Heartland historically has sought to obtain approximately one-half of its
tractor fleet from independent contractors, who supply the tractor and
driver and bear all associated expenses in return for a fixed rate per mile.
Management believes that using independent contractors benefits the Company
by reducing capital expenditure requirements, improving return on equity,
reducing direct exposure to fuel price fluctuations, and providing access to
an additional pool of drivers in response to the chronic, industry-wide
shortage of qualified drivers. At June 30, 1996, independent contractors
supplied approximately 60% of the Company's tractor fleet. None of
Heartland's employees, including drivers, are represented by a union or
collective bargaining association.

. Uniform fleet. Heartland owns modern Freightliner tractors and high-capacity
Wabash 53-foot aluminum plate dry vans. Heartland's owned tractors had an
average age of 13 months at June 30, 1996, and all were covered by lifetime
warranties on major components and were equipped with Qualcomm satellite-
based tracking and communication units. This modern fleet is preferred by
many shippers and drivers and provides advantages of improved fuel mileage
and reduced breakdowns, repairs, and maintenance as compared with older
equipment.

INDUSTRY CONSOLIDATION

The truckload industry is consolidating in response to several identifiable
trends. Many major shippers are reducing the number of carriers they use in
favor of service-based, ongoing relationships with a limited group of core
carriers. These partnerships and the increasing use of equipment and drivers
dedicated to a single shipper's needs ("dedicated fleets") are designed to
ensure higher quality, more consistent service for shippers and greater
equipment utilization and more predictable revenue for core carriers. Other
shippers that own tractor-trailer fleets are outsourcing their transportation
requirements to truckload carriers to lower operating expenses and conserve
capital for core corporate purposes. This outsourcing has resulted in some
shippers eliminating their own trucks in favor of truckload specialists, which,
according to a study commissioned by the American Trucking Associations
Foundation, can provide similar service at approximately 25% less cost.

Deregulation and economies of scale also promote consolidation. Many
truckload carriers have grown rapidly since deregulation in 1980 and have
achieved the size to negotiate lifetime equipment warranties and obtain
equipment, fuel, insurance, financing, and other items for significantly less
than smaller or more leveraged competitors. All of these trends favor large
carriers with modern fleets, excellent service, in-transit communication and
load tracking, good drivers, a strong safety record, adequate insurance, and a
strong capital base. Management believes that Heartland is well-positioned to
take advantage of further industry consolidation.

MUNSON MERGER

In March 1994, Heartland merged with Munson Transportation to expand service
in strategically important Northeast lanes and gain access to Munson's high
quality shippers and favorable rate structure. Munson generated 1993 trucking
revenue of $116 million, but had been experiencing severe operational and
financial difficulties. Munson had operating ratios of 95.6%, 96.0%, and 97.2%
in 1991, 1992, and 1993, respectively, and had experienced net losses in each
of those three years. Heartland issued approximately four percent of the
Company's then outstanding stock to the former Munson stockholders in a merger
accounted for as a pooling of interests. In accordance with the principles of
pooling of interests accounting, Heartland's financial statements were restated
for all prior periods as if Munson and Heartland had been operated on a
combined basis. All financial information in this prospectus reflects such
restated information. Prior to the merger and subsequent financial restatement,
Heartland had been free of long-term debt since 1985 and had operating ratios
of 81.8%, 82.1%, and 81.5% in 1991, 1992, and 1993, respectively.

Following the merger, Heartland applied its operating philosophy to the
former Munson operations. Heartland replaced older revenue equipment, repaid
all $56.9 million in assumed long-term debt, curtailed service to shippers that
did not meet Heartland's operating strategy or rate structure, eliminated
flatbed, refrigerated, and brokerage operations, and consolidated all
duplicative operating and administrative functions at Heartland's headquarters.
This process reduced combined revenue from $236.0 million in 1993 to $191.5
million in 1995. However, as Munson was brought into alignment with Heartland's
operating philosophy, the combined operations produced an operating ratio of
83.7% in 1995 while virtually eliminating interest expense. Heartland's
management believes the Munson merger was strategically important to
Heartland's growth.

GROWTH STRATEGY

Heartland's strategy for continuing its profitable growth includes:

. Opening additional regional distribution centers. Heartland's decision
as to when and where new regional distribution centers will be opened
will be strategically based on the Company's opportunity to acquire new
customers or the acquisition of one or more carriers that would fit into
the Company's philosophy of providing a high level of service through
close working relationships with customers.

. Expanding core carrier relationships. Heartland's management expects to
utilize private fleet conversions and dedicated fleet operations to
increase lane density in the Company's existing service territory and
incrementally enter new territories.

. Pursuing opportunistic acquisitions. In future acquisitions, management
intends to apply the Munson model of combining with target carriers to
gain desirable customer relationships, drivers and owner-operators, and
complementary service territories.

. Maintaining a strong balance sheet. Heartland's absence of long-term
debt and $70 million of cash at June 30, 1996, provide flexibility in
acquiring target carriers or private fleets and in making other capital
investments.

Management believes that incorporating this growth strategy into Heartland's
historical operational focus on offering premium service and achieving the
lowest possible cost structure will position Heartland to continue its
profitable growth.

Heartland Express, Inc. is a holding company incorporated in Nevada which
owns, directly and indirectly, all of the stock of Heartland Express, Inc. of
Iowa, Heartland Equipment, Inc., Munson Transportation, Inc., Munson Equipment,
Inc., and Munson Transport Services, Inc. The Company's headquarters is located
at 2777 Heartland Drive, Coralville, Iowa 52241, and its telephone number is
(319) 645-2728.

THE OFFERING

Common Stock offered by the Selling Stockholders(1).......... 1,500,000 shares
Common Stock to be outstanding before and after the
offering(2)................................................. 30,000,000 shares
Nasdaq National Market symbol................................ HTLD

- --------

(1) The number of shares offered by the Selling Stockholders reflects the Stock
Dividend and corresponds to 1,000,000 shares prior to the Stock Dividend.

(2) The Stock Dividend (a 50% pro rata stock dividend to stockholders of record
on September 23, 1996) was paid October 4, 1996, and increased the number
of issued and outstanding shares from 20,000,000 to 30,000,000. Purchasers
in this offering will not receive shares paid in connection with the Stock
Dividend. See "Price Range of Common Stock" and "Stock Dividend."

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------------------ -----------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- ------- --------

STATEMENT OF OPERATIONS
DATA:
Operating revenue...... $178,435 $205,214 $236,017 $224,248 $191,507 $94,557 $113,747
Operating income....... 16,922 20,463 23,023 23,741 31,155 14,966 18,087
Net income............. 7,122 9,414 10,948 10,077 20,585 9,813 12,161
Average shares
outstanding(1)........ 30,039 30,039 30,039 30,039 30,036 30,039 30,000
Net income per
share(1).............. 0.24 0.31 0.36 0.34 0.69 0.33 0.41
Operating ratio........ 90.5% 90.0% 90.2% 89.4% 83.7% 84.2% 84.1%
PRE-MERGER OPERATING
RATIOS(2):
Heartland.............. 81.8% 82.1% 81.5% -- -- -- --
Munson................. 95.6% 96.0% 97.2% -- -- -- --

JUNE 30, 1996
-------------

BALANCE SHEET DATA:
Working capital.................................................. $ 55,421
Net property and equipment....................................... 70,818
Total assets..................................................... 176,279
Long-term debt, less current maturities --
Total stockholders' equity....................................... 110,797

- --------

(1) The average shares outstanding and net income per share data reflect the
Stock Dividend. The Stock Dividend (a 50% pro rata stock dividend to
stockholders of record on September 23, 1996), was paid October 4, 1996,
and increased the number of issued and outstanding shares from 20,000,000
to 30,000,000. See "Price Range of Common Stock" and "Stock Dividend."
(2) Heartland's financial statements for all periods prior to March 17, 1994,
were restated following the Munson merger to include the results of Munson
Transportation and related entities in accordance with accounting for the
transaction as a pooling of interests. See "Prospectus Summary--Munson
Merger." The pre-merger operating ratios information sets forth the stand-
alone operating expenses as a percentage of operating revenue for each of
Heartland and Munson for the fiscal years ended December 31, 1991, 1992,
and 1993, all of which were prior to the merger.

------------

Unless otherwise indicated, all information in this Prospectus (i) assumes
that all share and per share data have been adjusted to give effect to the
Stock Dividend,(ii) assumes that the Underwriters' over-allotment option is not
exercised, and (iii) reflects the restatement of the Company's consolidated
financial statements for all periods prior to March 17, 1994, to reflect the
mergers with Munson Transportation, Inc. and related entities in accordance
with accounting for such transactions as a pooling of interests. See
"Prospectus Summary--Munson Merger" and "Stock Dividend." Unless the context
otherwise requires, references to "Heartland" or the "Company" include
Heartland Express, Inc. and its consolidated subsidiaries.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been traded on the Nasdaq National Market
under the symbol HTLD since November 5, 1986, the date of the Company's
initial public offering. During December 1995, the Company effected a stock
dividend that increased the number of shares outstanding from 13,016,600 to
20,000,000. Effective October 4, 1996, the Company paid the Stock Dividend,
which increased the number of outstanding shares of Common Stock from
20,000,000 to 30,000,000. The following tables set forth for the calendar
period indicated the range of high and low bid quotations for the Company's
Common Stock as reported by Nasdaq from January 1, 1994, to June 30, 1996. All
quotations under the column entitled "Prior to October 4, 1996 Stock Dividend"
reflect the 20,000,000 shares of Common Stock that were outstanding prior to
the Stock Dividend. All quotations under the column entitled "Adjusted for
October 4, 1996 Stock Dividend" have been adjusted to reflect the Stock
Dividend.

ADJUSTED FOR
OCTOBER 4,
PRIOR TO 1996
OCTOBER 4, 1996 STOCK
STOCK DIVIDEND DIVIDEND
--------------- -------------
HIGH LOW HIGH LOW
--------------- ------ ------

1994 Calendar Year
First Quarter............................. $ 23.92 $ 15.78 $15.95 $10.50
Second Quarter............................ 23.27 19.20 15.51 12.80
Third Quarter............................. 23.43 18.06 15.62 12.04
Fourth Quarter............................ 20.18 17.57 13.45 11.71
1995 Calendar Year
First Quarter............................. 19.20 17.44 12.80 11.63
Second Quarter............................ 18.40 15.84 12.27 10.56
Third Quarter............................. 21.28 16.64 14.19 11.09
Fourth Quarter............................ 21.00 17.28 14.00 11.52
1996 Calendar Year
First Quarter............................. 28.00 19.76 18.67 13.17
Second Quarter............................ 31.25 25.13 20.83 16.75
Third Quarter............................. 30.26 24.75 20.17 16.50

The prices reported reflect interdealer quotations without retail mark-ups,
mark-downs or commissions, and may not represent actual transactions. As of
September 24, 1996, the Company had 257 stockholders of record of its Common
Stock. However, the Company estimates that it has a significantly greater
number of stockholders because a substantial number of the Company's shares
are held of record by brokers or dealers for their customers in street names.

DIVIDEND POLICY

The Company has never paid a cash dividend on its Common Stock. It is the
current intention of the Company's Board of Directors to retain earnings to
finance the growth of the Company's business. Future payments of cash
dividends will depend upon the financial condition, results of operations, and
capital requirements of the Company, as well as other factors deemed relevant
by the Board of Directors.

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The selected consolidated financial data presented below reflect the
consolidated financial position and results of operations of Heartland
Express, Inc. and its subsidiaries. The selected consolidated financial data
are derived from the Company's consolidated financial statements, which have
been restated to reflect the March 17, 1994, merger of Munson Transportation
in a transaction accounted for as a pooling of interests.

INCOME STATEMENT DATA:
Operating revenue....... $178,435 $205,214 $236,017 $224,248 $191,507 $94,557 $113,747
Operating expenses:
Salaries, wages, and
benefits.............. 50,795 56,792 63,551 56,440 40,715 21,776 20,057
Rent and purchased
transportation........ 27,109 35,759 51,478 57,799 64,043 28,799 47,012
Operations and
maintenance........... 42,234 42,377 45,370 35,557 21,035 10,961 10,985
Taxes and licenses..... 5,760 6,606 7,790 7,347 5,246 2,508 2,762
Insurance and claims... 8,284 13,196 10,969 11,872 7,967 4,562 5,081
Communication and
utilities............. 2,368 2,696 3,077 2,618 2,562 1,314 1,032
Depreciation........... 18,542 20,705 22,818 20,061 15,066 7,968 7,005
Other operating
expenses.............. 7,134 7,564 8,301 5,468 3,745 1,725 1,915
(Gain) on sale of fixed
assets................ (713) (944) (360) (149) (27) (22) (189)
Merger consummation and
integration costs..... -- -- -- 3,494 -- -- --
-------- -------- -------- -------- -------- ------- --------
161,513 184,751 212,994 200,507 160,352 79,591 95,660
-------- -------- -------- -------- -------- ------- --------
Operating income....... 16,922 20,463 23,023 23,741 31,155 14,966 18,087
Interest (expense)
income, net............ (4,722) (4,829) (4,747) (1,930) 1,524 607 1,216
-------- -------- -------- -------- -------- ------- --------
Income before income
taxes and cumulative
effect of change in
accounting for income
taxes................. 12,200 15,634 18,276 21,811 32,679 15,573 19,303
Federal and state income
taxes.................. 5,078 6,220 8,028 8,808 12,094 5,760 7,142
Deferred income taxes--
merger................. -- -- -- 2,926 -- -- --
Cumulative effect of
change in method of
accounting for income
taxes.................. -- -- (700) -- -- -- --
-------- -------- -------- -------- -------- ------- --------
Net income.............. $ 7,122 $ 9,414 $ 10,948 $ 10,077 $ 20,585 $ 9,813 $ 12,161
======== ======== ======== ======== ======== ======= ========
Average shares
outstanding(1)......... 30,039 30,039 30,039 30,039 30,036 30,039 30,000
======== ======== ======== ======== ======== ======= ========
Net income per share(1). $ 0.24 $ 0.31 $ 0.36 $ 0.34 $ 0.69 $ 0.33 $ 0.41
======== ======== ======== ======== ======== ======= ========
BALANCE SHEET DATA:
Working capital......... $ 1,203 $ 140 $(11,084) $ 2,542 $ 40,780 $22,692 $ 55,421
Net property and
equipment.............. 93,767 102,377 108,892 90,815 73,694 81,384 70,818
Total assets............ 134,983 150,217 168,934 136,393 158,146 149,366 176,279
Long-term debt, less
current
maturities............. 40,748 38,378 21,403 705 -- -- --
Total stockholders'
equity................. 48,006 57,030 67,974 78,050 98,636 87,864 110,797

- --------

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

SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
--------------------------------- ----------
1991 1992 1993 1994 1995 1995 1996
----- ----- ----- ----- ----- ----- -----

Operating revenue............. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Salaries, wages, and
benefits................... 28.5 27.7 26.9 25.2 21.2 23.0 17.6
Rent and purchased
transportation............. 15.2 17.4 21.8 25.8 33.4 30.5 41.3
Operations and maintenance.. 23.7 20.7 19.2 15.9 11.0 11.6 9.7
Taxes and licenses.......... 3.2 3.2 3.3 3.3 2.7 2.7 2.4
Insurance and claims........ 4.6 6.4 4.6 5.3 4.2 4.8 4.5
Communications and
utilities.................. 1.3 1.3 1.3 1.2 1.3 1.4 0.9
Depreciation................ 10.4 10.1 9.7 8.9 7.9 8.5 6.2
Other operating expenses.... 4.0 3.7 3.5 2.4 2.0 1.8 1.7
(Gain) on sale of fixed
assets..................... (0.4) (0.5) (0.2) (0.1) -- -- (0.2)
Merger consummation and
integration costs.......... -- -- -- 1.6 -- -- --
----- ----- ----- ----- ----- ----- -----
Total operating expenses.... 90.5 90.0 90.2 89.4 83.7 84.2 84.1
----- ----- ----- ----- ----- ----- -----
Operating income........... 9.5 10.0 9.8 10.6 16.3 15.8 15.9
Interest (expense) income,
net......................... (2.6) (2.4) (2.0) (0.9) 0.8 0.6 1.1
----- ----- ----- ----- ----- ----- -----
Income before income taxes.. 6.8 7.6 7.8 9.7 17.1 16.5 17.0
Federal and state income
taxes....................... 2.8 3.0 3.4 3.9 6.4 6.1 6.3
Deferred income tax--merger.. -- -- -- 1.3 -- -- --
Cumulative effect of
accounting change........... -- -- (0.2) -- -- -- --
----- ----- ----- ----- ----- ----- -----
Net income................... 4.0% 4.6% 4.6% 4.5% 10.7% 10.4% 10.7%
===== ===== ===== ===== ===== ===== =====

COMPARATIVE OPERATING RATIOS

Heartland's financial statements for all periods prior to March 17, 1994,
were restated following the Munson merger to include the results of Munson
Transportation and related entities in accordance with accounting for the
transaction as a pooling of interests. See "Prospectus Summary--Munson
Merger." The comparative operating ratios information first sets forth the
operating ratio of the combined companies for all periods, then the stand-
alone operating ratio for each of Heartland and Munson for the fiscal years
ended December 31, 1991, 1992, and 1993, all of which were prior to the
merger.

SIX
MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------- ----------
1991 1992 1993 1994 1995 1995 1996
---- ---- ---- ---- ---- ---- ----

Operating ratio....................... 90.5% 90.0% 90.2% 89.4% 83.7% 84.2% 84.1%
Heartland Pre-Merger.................. 81.8% 82.1% 81.5% -- -- -- --
Munson Pre-Merger..................... 95.6% 96.0% 97.2% -- -- -- --

SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Stockholders
(giving effect in each case to the Stock Dividend). The Principal Stockholder
has sole voting and investment power over the shares that he beneficially owns
and the shares owned by the Foundation.

BENEFICIAL BENEFICIAL
OWNERSHIP BEFORE OWNERSHIP AFTER
OFFERING SHARES OFFERING(1)
------------------ BEING ------------------
SHARES PERCENT OFFERED SHARES PERCENT
---------- ------- ------- ---------- -------

Russell A. Gerdin....... 13,919,990 46.4% 900,000 13,019,990 43.4%
The Gerdin Charitable
Foundation............. 600,000 2.0% 600,000 -- --

- --------

(1) Assuming no exercise of the Underwriters' over-allotment option. If the
over-allotment option is exercised in full, the Principal Stockholder will
sell 225,000 additional shares to the Underwriters and will beneficially
own 12,794,990 shares (42.7% of the outstanding Common Stock) after this
offering.

STOCK DIVIDEND

Heartland declared and paid pro rata stock dividends in 1991, 1992, 1993,
and 1995. The effect of these stock dividends was to increase the number of
issued and outstanding shares from 5,000,000 to 20,000,000. On September 12,
1996, the Company's Board of Directors declared the Stock Dividend, which
increased the number of issued and outstanding shares of the Company's Common
Stock from 20,000,000 to 30,000,000. The Stock Dividend was paid October 4,
1996, to stockholders of record on September 23, 1996. As a result of the
Stock Dividend, each stockholder on the record date received one additional
fully paid and nonassessable share of Common Stock for each two shares held by
such stockholder. The percentage of all issued and outstanding Common Stock
owned by each stockholder on the record date did not change as a result of the
Stock Dividend, other than insignificant changes as a result of not issuing
fractional shares. Stockholders received cash in lieu of any fractional
shares. The $.10 par value of the Common Stock was unaffected by the Stock
Dividend, and the Company transferred $1,000,000 to capital stock from
retained earnings to reflect the increase in shares outstanding. The Board of
Directors declared each of the stock dividends to increase liquidity for the
Company's stockholders. The increase in shares outstanding as a result of the
Stock Dividend caused an adjustment to the market price of the Common Stock on
October 4 to $ , which was approximately two-thirds of the last sale price
on October 3, 1996. This corresponds with the effect of the Stock Dividend,
because the number of outstanding shares prior to the Stock Dividend was two-
thirds of the number currently outstanding. The adjustments in share number
and price as a result of the Stock Dividend did not change the market
capitalization of all of the Company's issued and outstanding Common Stock.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), have severally agreed to
purchase from the Selling Stockholders the following respective number of
shares of Common Stock at the public offering price less the underwriting
discounts and commissions set forth on the cover page of this Prospectus:

NUMBER OF
UNDERWRITER SHARES
----------- ---------

Alex. Brown & Sons Incorporated....................................... 750,000
Morgan Keegan & Company, Inc.......................................... 750,000
---------
Total................................................................. 1,500,000
=========

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all of the shares of Common Stock offered hereby if any such shares
are purchased.

The Company and the Selling Stockholders have been advised by the
Underwriters that the Underwriters propose to offer the shares of Common Stock
to the public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in
excess of $ per share. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share to certain other dealers.
The public offering price and other selling terms may be changed by the
Underwriters.

The Principal Stockholder has granted to the Underwriters an option,
exercisable not later than 30 days after the date of this Prospectus, to
purchase up to 225,000 additional shares of Common Stock at the public
offering price less the underwriting discounts and commissions set forth on
the cover page of this Prospectus. To the extent that the Underwriters
exercise such option, each of the Underwriters will have a firm commitment to
purchase approximately the same percentage thereof that the number of shares
of Common Stock to be purchased by it shown in the above table bears to
1,500,000, and the Principal Stockholder will be obligated, pursuant to the
option, to sell such shares to the Underwriters. The Underwriters may exercise
such option only to cover over-allotments made in connection with the sale of
the Common Stock offered hereby. If purchased, the Underwriters will offer
such additional shares on the same terms as those on which the 1,500,000
shares are being offered hereby.

The Underwriting Agreement contains covenants of indemnity and contribution
between the Underwriters, the Company, and the Selling Stockholders regarding
certain liabilities, including liabilities under the Securities Act.

The Company and the Selling Stockholders have agreed that until 90 days
after the date of this Prospectus, they will not, without the prior written
consent of Alex. Brown & Sons Incorporated, sell, offer to sell, issue, or
otherwise distribute any shares of Common Stock or securities convertible into
or exchangeable or exercisable for Common Stock.

One or more of the Underwriters currently act as market makers for the
Common Stock and may engage in "passive market making" in such securities on
the Nasdaq National Market in accordance with Rule 10b-6A under the Exchange
Act. Rule 10b-6A permits, upon the satisfaction of certain conditions,
underwriters participating in a distribution that are also Nasdaq market
makers in the security being distributed to engage in limited market making
transactions during the period when Rule 10b-6 under the Exchange Act would
otherwise prohibit such activity. Rule 10b-6A prohibits underwriters engaged
in passive market making generally from entering a bid or effecting a purchase
at a price that exceeds the highest bid for those securities displayed on the
Nasdaq National Market by a market maker that is not participating in the
distribution. Under Rule 10b-6A, each underwriter engaged in passive market
making is subject to a daily net purchase limitation equal to 30% of such
entity's average daily trading volume during the two full consecutive calendar
months immediately preceding the date of the filing of the registration
statement under the Securities Act pertaining to the security to be
distributed.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Scudder Law Firm, P.C., Lincoln, Nebraska. A member of
Scudder Law Firm, P.C., Earl H. Scudder, Jr., has served as a director of the
Company since August 1986. Certain legal matters relating to the offering will
be passed upon for the Underwriters by Piper & Marbury L.L.P., Baltimore,
Maryland.

EXPERTS

The consolidated financial statements and schedule of Heartland Express,
Inc. incorporated by reference herein in this prospectus and elsewhere in this
registration statement, have been audited by the independent public
accountants Arthur Andersen LLP for 1995 and 1994 and McGladrey & Pullen, LLP
for 1993 and are included herein in reliance upon the authority of said firms
as experts in giving said reports.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMA-
TION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE
DATES AS OF WHICH INFORMATION IS SET FORTH HEREIN.

------------

TABLE OF CONTENTS

PAGE
----

Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
Prospectus Summary......................................................... 3
Price Range of Common Stock................................................ 7
Dividend Policy............................................................ 7
Selected Consolidated Financial Data....................................... 8
Selling Stockholders....................................................... 10
Stock Dividend............................................................. 10
Underwriting............................................................... 10
Legal Matters.............................................................. 11
Experts.................................................................... 11

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,500,000 Shares

LOGO

Common Stock

--------------

PROSPECTUS

--------------

Alex. Brown & Sons
INCORPORATED

Morgan Keegan & Company, Inc.

October 11, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an itemized statement of expenses to be incurred in
connection with the sale and distribution of the securities being registered
by this Registration Statement, other than the underwriting discounts and
commissions. All amounts are estimated except the SEC registration fee and the
NASD filing fee. The Principal Stockholder will bear all expenses of this
offering.

SEC registration fee............................................ $ 11,253
NASD filing fee................................................. 3,764
Blue sky fees and expenses...................................... 7,000
Accounting fees and expense..................................... 15,000
Legal fees and expenses......................................... 25,000
Printing and engraving.......................................... 25,000
Miscellaneous................................................... 15,483
--------
Total........................................................... $102,500
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Ninth of the Articles of Incorporation of the Registrant provides
indemnification for the officers, directors, and controlling persons of the
Registrant for certain liabilities which may be incurred by those individuals
in their capacities as such. Section 78.751 of the Nevada General Corporate
Law permits a corporation to indemnify any of its directors, officers,
employees, and agents against costs and expenses arising from claims, suits,
and proceedings, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made in respect of claims as to which
such person is found liable for negligence or misconduct in the performance of
his duty to the corporation unless the court determines that, notwithstanding
the determination of liability, indemnification would be appropriate. The
indemnification provisions of the Nevada General Corporation Law expressly do
not exclude any other rights a person may have to indemnification under any
bylaw, among other things. The Registrant does not have liability insurance
covering its officers, directors, or controlling persons.

ITEM 16. EXHIBITS

1+ Form of Underwriting Agreement
5+ Opinion, including consent of Scudder Law Firm, P.C.,
counsel to Heartland Express, Inc., as to the legality of
the securities being registered.
23.1+ Consent of Scudder Law Firm, P.C. (included in their opin-
ion filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP, independent accountants.
23.3 Consent of McGladrey & Pullen, LLP, independent accoun-
tants.
24+ Power of Attorney (included on signature page of this Reg-
istration Statement).

- --------

+ Filed as an exhibit to Registration Statement on Form S-3 filed September
26, 1996 pursuant to Registration No. 333-12783.

II-1

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the provisions set forth in Item 15, or otherwise,
the Registrant has been advised in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act, and the Registrant will be governed by the final
adjudication of such issue.

The Registrant hereby undertakes to provide the Underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

The Registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and this offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON
FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CORALVILLE, STATE OF IOWA, ON THE 10TH DAY OF
OCTOBER, 1996.

Heartland Express, Inc.

/s/ Russell A. Gerdin
By: _________________________________
Russell A. Gerdin
President and Secretary

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Russell A. Gerdin Chairman of the Board, October, 10, 1996
____________________________________ President, and Secretary
Russell A. Gerdin (principal executive
officer)

/s/ John P. Cosaert Vice President (principal October 10, 1996
____________________________________ financial and accounting
John P. Cosaert officer)

/s/ Earl H. Scudder, Jr. Director October 10, 1996
____________________________________
Earl H. Scudder, Jr.

/s/ Earl H. Scudder, Jr. Director October 10, 1996
____________________________________
Richard O. Jacobson

By: Earl H. Scudder, Jr.

Attorney-In-Fact For Richard O. Jacobson

/s/ Earl H. Scudder, Jr. Director October 10, 1996
____________________________________
Benjamin J. Allen, Ph.D.

By: Earl H. Scudder, Jr.

Attorney-In-Fact For Benjamin J. Allen, Ph.D.

/s/ Michael J. Gerdin Director October 10, 1996
____________________________________
Michael J. Gerdin

II-3