<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>tenqmar3102.txt
<DESCRIPTION>FIRST QUARTER 2002
<TEXT>

                       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 March 31, 2002                  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 Drive, Coralville, Iowa                           52241
(Address of Principal Executive Office)                        (Zip Code)


Registrant's telephone number, including area code   (319)  545-2728

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 March 31, 2002, there were 50,000,000  shares of the Company's $.01 par value
common stock outstanding.


<PAGE>










                                     PART I

                              FINANCIAL INFORMATION

                                                                       Page
                                                                      Number
Item 1.   Financial Statements

          Consolidated Balance Sheets
           March 31, 2002 (unaudited) and
           December 31, 2001                                            1-2
          Consolidated Statements of Income
           (unaudited) for the Three Months
           Ended March 31, 2002 and 2001                                 3
          Consolidated Statements of Cash Flows
           (unaudited) for the Three Months Ended
           March 31, 2002 and 2001                                       4
          Notes to Consolidated Financial Statements                    5-6

Item 2.   Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                                   6-9


Item 3.   Quantitative and Qualitative Disclosures
           About Market Risk                                            10


                                     PART II

                                OTHER INFORMATION


Item 1.   Legal Proceedings                                             11

Item 2.   Changes in Securities                                         11

Item 3.   Defaults Upon Senior Securities                               11

Item 4.   Submission of Matters to a Vote of                            11
           Security Holders

Item 5.   Other Information                                             11

Item 6.   Exhibits and Reports on Form 8-K                             11-13

Signature                                                               14

<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

               ASSETS
                                                   March 31,        December 31,
                                                     2002              2001
                                                 -------------     -------------
                                                  (Unaudited)
CURRENT ASSETS

  Cash and cash equivalents                      $ 129,469,003     $ 120,794,142

  Investments                                       41,968,761        40,281,980

  Trade receivables, less allowance:
  $402,812 at both 2002 and 2001                    26,593,701        25,700,435

  Prepaid tires                                      3,558,726         4,077,276

  Deferred income taxes                             18,032,000        17,358,000

  Other current assets                               2,215,498           144,890
                                                 -------------     -------------

     Total current assets                          221,837,689       208,356,723
                                                 -------------     -------------

PROPERTY AND EQUIPMENT

  Land and land improvements                         4,402,820         4,402,820

  Buildings                                          8,532,621         8,532,621

  Furniture and fixtures                             1,410,749         1,300,848

  Shop and service equipment                         1,425,355         1,453,755

  Revenue equipment                                134,814,313       133,902,094
                                                 -------------     -------------

                                                   150,585,858       149,592,138

  Less accumulated depreciation                     46,564,556        47,473,283
                                                 -------------     -------------

  Property and equipment, net                      104,021,302       102,118,855
                                                 -------------     -------------

OTHER ASSETS                                         3,910,380         3,762,832
                                                 -------------     -------------

                                                 $ 329,769,371     $ 314,238,410
                                                 =============     =============

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

                                       1
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                  March 31,        December 31,
                                                     2002              2001
                                                 -------------     -------------
                                                  (Unaudited)
CURRENT LIABILITIES

  Accounts payable and accrued liabilities       $   6,460,814     $   7,073,957

  Compensation and benefits                          6,299,184         6,383,984

  Income taxes payable                              11,620,361         6,693,398

  Insurance accruals                                37,079,412        36,443,348

  Other accruals                                     4,409,176         3,858,496
                                                 -------------     -------------

     Total current liabilities                      65,868,947        60,453,183
                                                 -------------     -------------

DEFERRED INCOME TAXES                               21,540,000        20,996,000
                                                 -------------     -------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

  Capital Stock:

  Preferred, $.01 par value; authorized
    5,000,000 shares; none issued                       -                 -
  Common, $.01 par value; authorized
    395,000,000 shares; issued and
    outstanding 50,000,000                             500,000           500,000

  Additional paid-in capital                         8,603,762         6,608,170

  Retained earnings                                235,218,994       225,681,057
                                                 -------------     -------------

                                                   244,322,756       232,789,227

  Less unearned compensation                        (1,962,332)           -
                                                 -------------     -------------

                                                   242,360,424       232,789,227
                                                 -------------     -------------

                                                 $ 329,769,371     $ 314,238,410
                                                 =============     =============

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


                                       2
<PAGE>


                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                                                        Three months ended
                                                            March 31,
                                                     2002               2001
                                                 -------------     -------------

OPERATING REVENUE                                $  73,270,242     $  71,923,347
                                                 -------------     -------------

OPERATING EXPENSES:

  Salaries, wages, and benefits                     23,274,625        21,251,332

  Rent and purchased transportation                 14,924,660        16,879,169

  Operations and maintenance                        11,427,919        12,061,535

  Taxes and licenses                                 1,607,108         1,385,155

  Insurance and claims                               1,842,075         1,681,071

  Communications and utilities                         669,994           832,184

  Depreciation                                       3,900,129         4,183,579

  Other operating expenses                           1,923,805         1,534,166

  (Gain) loss on disposal of fixed assets                6,616          (44,881)
                                                 -------------     -------------

                                                    59,576,931        59,763,310
                                                 -------------     -------------

       Operating income                             13,693,311        12,160,037

  Interest income                                      758,109         1,368,807
                                                 -------------     -------------

  Income before income taxes                        14,451,420        13,528,844

  Federal and state income taxes                     4,913,483         4,599,806
                                                 -------------     -------------

  Net income                                     $   9,537,937     $   8,929,038
                                                 =============     =============

  Net income per common share:
   Basic net income per share                           $ 0.19            $ 0.18
                                                 =============     =============

  Basic weighted average shares outstanding         50,000,000        50,000,000
                                                 =============     =============


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


                                       3
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Three months ended
                                                             March 31,
                                                       2002            2001
                                                    -----------     -----------
OPERATING ACTIVITIES
  Net income                                       $  9,537,937    $  8,929,038
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                     3,900,129       4,378,108
    Deferred income taxes                              (130,000)        295,000
    Unearned compensation                                33,260             -
    Gain (loss) on disposal of fixed assets               6,616         (44,881)
    Changes in certain working capital items:
      Trade receivables                                (893,266)     (4,267,573)
      Other current assets                           (2,024,867)     (1,656,715)
      Prepaid tires                                     518,550        (496,296)
      Accounts payable and accrued liabilities        2,553,222         206,903
      Accrued income taxes                            4,926,963       4,225,540
                                                   ------------    ------------
  Net cash provided by operating activities          18,428,544      11,569,124
                                                   ------------    ------------
INVESTING ACTIVITIES
  Proceeds from sale of property and equipment            5,633         182,795
  Purchase of property and equipment                 (7,924,987)     (6,865,370)
  Purchase of municipal bonds                        (1,686,781)     (2,045,270)
  Increase in other assets                             (147,548)        (85,698)
                                                   ------------    ------------
  Net cash used in investing activities              (9,753,683)     (8,813,543)
                                                   ------------    ------------
  Net increase in cash and cash equivalents           8,674,861       2,755,581

CASH AND CASH EQUIVALENTS
  Beginning of year                                 120,794,142     128,027,076
                                                   ------------    ------------
  End of quarter                                   $129,469,003    $130,782,657
                                                   ============    ============

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
  Cash paid during the period for:
     Income taxes                                  $    116,520    $     79,266
  Noncash investing activities:
     Book value of revenue equipment traded           2,478,132       4,486,321


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


                                       4
<PAGE>



                             HEARTLAND EXPRESS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  Basis of Presentation

     The accompanying  consolidated financial statements include the accounts of
Heartland  Express,  Inc.,  a  Nevada  holding  company,  and  its  wholly-owned
subsidiaries  ("Heartland"  or  the  "Company").  All  significant  intercompany
balances and transactions have been eliminated in consolidation.

     The consolidated financial statements included herein have been prepared in
accordance with generally accepted accounting  principles ("GAAP"),  pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  Certain
information and footnote  disclosures have been omitted or condensed pursuant to
such rules and  regulations.  In the  opinion  of  management,  all  adjustments
(consisting of normal  recurring  adjustments)  considered  necessary for a fair
presentation  have been included.  Results of operations in interim  periods are
not  necessarily  indicative  of  results  for a full year.  These  consolidated
financial  statements and notes thereto  should be read in conjunction  with the
Company's  Annual Report on Form 10-K for the year ended  December 31, 2001. The
preparation of financial  statements in accordance with GAAP requires management
to make estimates and  assumptions.  Such estimates and  assumptions  affect the
reported  amounts of assets and  liabilities as well as disclosure of contingent
assets and liabilities,  at the date of the accompanying  consolidated financial
statements,  and the reported  amounts of the  revenues and expenses  during the
reporting periods. Actual results could differ from those estimates.

Note 2.  Commitments and Contingencies

     The Company is involved in certain legal proceedings  arising in the normal
course of  business.  In the  opinion of  management,  the  Company's  potential
exposure  under pending  legal  proceedings  is  adequately  provided for in the
accompanying consolidated financial statements.

Note 3.  Segment Information

     The Company has eight operating divisions;  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.  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.  Recapitalization and Stock Split

     On January 28, 2002, the Board of Directors  approved an approximate  three
for two stock split,  effected in the form of a 57.68826 percent stock dividend.
The stock split occurred on February 19, 2002, to  stockholders of record on the
close of business on February 8, 2002.  The number of common  shares  issued and
outstanding  and all per share  amounts have been  adjusted to reflect the stock
split for all periods presented.


                                       5
<PAGE>



     On March 7, 2002,  the principal  stockholder  awarded 90,750 shares of his
common stock to key employees of the Company.  The shares will vest to them over
a five-year period subject to restrictions on transferability  and to forfeiture
in the event of termination of employment. Any forfeited shares will be returned
to the principal stockholder.  The fair market value of these shares was treated
as a contribution  of capital and is being  amortized over the five year vesting
period.

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  that 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.

Results of Operations:

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

                                                         Three months Ended
                                                              March 31,
                                                         2002           2001
                                                        -------       -------
Operating revenue                                        100.0%        100.0%
                                                        -------       -------
Operating expenses:
   Salaries, wages, and benefits                          31.8%         29.6%
   Rent and purchased transportation                      20.4          23.5
   Operations and maintenance                             15.6          16.8
   Taxes and licenses                                      2.2           1.9
   Insurance and claims                                    2.5           2.3
   Communications and utilities                            0.9           1.2
   Depreciation                                            5.3           5.8
   Other operating expenses                                2.6           2.1
   (Gain) loss on disposal of fixed assets                (0.0)         (0.1)
                                                        -------       -------
   Total operating expenses                               81.3%         83.1%

                                                        -------       -------
      Operating income                                    18.7%         16.9%
Interest income                                            1.0           1.9
                                                        -------       -------
      Income before income taxes                          19.7%         18.8%
Federal and state income taxes                             6.7           6.4
                                                        -------       -------
      Net income                                          13.0%         12.4%
                                                        =======       =======


                                       6
<PAGE>


     The  following is a discussion  of the results of operations of the quarter
ended March 31, 2002 compared  with the same period in 2001,  and the changes in
financial condition through the first quarter of 2002.

     Operating  revenue  increased $1.4 million (1.9%),  to $73.3 million in the
first  quarter of 2002 from  $71.9  million  in the first  quarter of 2001.  The
Company's revenue, before fuel surcharge, increased 5.8% over the same period in
2001. The revenue  increase was primarily  attributable  to the expansion of the
Company's  customer base as well as increased  volume from  existing  customers.
Operating revenue for the first quarter of 2001 was positively  impacted by fuel
surcharges assessed to customers.

     Salaries,  wages,  and benefits  increased  $2.0 million  (9.5%),  to $23.3
million in the first  quarter of 2002 from $21.3 million in the first quarter of
2001.  As a percentage  of revenue,  salaries,  wages and benefits  increased to
31.8% in 2002 from 29.5% in 2001.  These  increases  were a result of  increased
reliance on employee  drivers and a  corresponding  decrease in miles  driven by
independent contractors.  The increase in employee driver miles was attributable
to internal growth in the company owned tractor fleet.  During the first quarter
of 2002,  employee drivers accounted for 70% and independent  contractors 30% of
the total fleet miles,  compared  with 67% and 33%,  respectively,  in the first
quarter of 2001.  The Company also  experienced an increase in the frequency and
severity of workers'  compensation  and health insurance claims in comparison to
the 2001 period.  In addition,  health insurance costs increased due to a higher
self-insurance retention level assumed by the Company in comparison to the first
quarter of 2001.

     Rent and purchased  transportation decreased $2.0 million (11.6%), to $14.9
million in the first  quarter of 2002 from $16.9 million in the first quarter of
2001. As a percentage of revenue, rent and purchased transportation decreased to
20.4% in the first quarter of 2002 from 23.5% in the first quarter of 2001. This
reflects the Company's decreased reliance upon independent contractors. Rent and
purchased  transportation,  before fuel surcharge,  decreased 5.1% over the same
period in 2001.  During the 2001  period,  the  Company  reimbursed  independent
contractors for the higher cost of fuel based on fuel surcharges  collected from
customers.

     Operations and  maintenance  decreased $0.6 million (5.3%) to $11.4 million
in the first quarter of 2002 from $12.0 million in the first quarter of 2001. As
a percentage of revenue,  operations and  maintenance  decreased to 15.6% in the
first  quarter  of 2002 from  16.8%  during  the first  quarter  of 2001.  These
decreases were primarily the result of lower fuel cost per gallon experienced in
the first quarter of 2002.

     Taxes and licenses  increased $0.2 million (16.0%),  to $1.6 million in the
first  quarter  of 2002 from $1.4  million in the first  quarter  of 2001.  As a
percentage  of revenue,  taxes and licenses  increased to 2.2% in 2002 from 1.9%
during the first quarter of 2001. These increases were primarily attributable to
the growth in fleet miles.

     Insurance and claims increased $0.2 million (9.6%),  to $1.8 million in the
first  quarter  of 2002 from $1.6  million in the first  quarter  of 2001.  As a
percentage  of  revenue,  insurance  and claims  increased  to 2.5% in the first
quarter  of 2002 from 2.3% in the first  quarter of 2001.  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.

     Communications  and  utilities  decreased  $0.1  million  (19.5%),  to $0.7
million  in 2002  from  $0.8  million  in  2001.  As a  percentage  of  revenue,
communications and utilities decreased to 0.9% in the first quarter of 2002 from
1.2% in the first quarter of 2001.


                                       7
<PAGE>




     Depreciation decreased $0.3 million (6.8%) to $3.9 million during the first
quarter of 2002 from $4.2 million in the first  quarter of 2001. As a percentage
of revenue,  depreciation  decreased  to 5.3% in 2002 from 5.8% during the first
quarter of 2001. The decrease is a result of replacing  tractors without salvage
values with new tractors with salvage values.

     Other  operating  expenses  increased $0.4 million  (25.4%) to $1.9 million
during the first  quarter  of 2002 from $1.5  million  during the first  quarter
2001. As a percentage of revenue,  other operating expenses increased to 2.6% in
the first quarter of 2002 from 2.1% in the first  quarter of 2001.  The increase
was primarily due to an increase in bad debt expense.  Other operating  expenses
additionally   consist  of  pallet  cost,   driver   recruiting   expense,   and
administrative costs.

     Interest income decreased $0.6 (44.6%) to $0.8 million in the first quarter
of 2002 from $1.4 million in the first quarter of 2001.  Interest  income earned
is primarily  exempt from federal taxes and therefore  earned at a lower pre-tax
rate.  Interest  income has been  negatively  impacted by Federal  Reserve  Bank
reductions in short-term interest rates.

     The Company's effective tax rate was 34.0% for both the three month periods
ended March 31, 2002 and 2001.  Income taxes have been provided at the statutory
federal and state rates,  adjusted  for certain  permanent  differences  between
financial statement and income tax reporting.

     As a result of the  foregoing,  the Company's  operating  ratio  (operating
expenses  as a  percentage  of  operating  revenue)  was 81.3%  during the first
quarter of 2002 compared with 83.1% during the first quarter of 2001. Net income
increased $0.6 million (6.8%),  to $9.5 million during the first quarter of 2002
from $8.9 million during the first quarter of 2001.

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,  funding
revenue equipment  purchases with cash flow provided by operations.  The Company
also obtains tractor capacity by utilizing independent contractors,  who provide
a  tractor  and  bear all  associated  operating  and  financing  expenses.  The
Company's primary source of liquidity for the three months ended March 31, 2002,
was net cash provided by operating activities of $18.4 million compared to $11.6
million in the corresponding 2001 period.

     Capital   expenditures  for  property  and  equipment,   primarily  revenue
equipment net of  trade-ins,  totaled $7.9 million for the first three months of
2002 compared to $6.9 million for the same period in 2001.

     Management  believes the Company has adequate liquidity to meet its current
and  projected  needs.  The Company will  continue to have  significant  capital
requirements  over the long term  which are  expected  to be funded by cash flow
provided by operations and from cash, cash equivalents, and investments on hand.
Based on the Company's strong financial  position,  management  believes outside
financing could be obtained, if necessary, to fund capital expenditures.

Factors That May Affect Future Results

     The  Company's  future  results may be affected by a number of factors over
which the Company has little or no control.  Fuel prices,  insurance  and claims
costs, liability claims,  interest rates, the availability of qualified drivers,
fluctuations  in the resale  value of revenue  equipment,  economic and customer
business cycles and shipping demands are economic factors over which the Company
has little or no control.  Significant  increases or rapid  fluctuations in fuel
prices, interest rates or insurance costs or liability claims, to the extent not
offset by increases in freight rates, and the resale value of revenue  equipment
could reduce the Company's profitability.


                                       8
<PAGE>


Weakness in the  general  economy,  including a weakness in consumer  demand for
goods and  services,  could  adversely  affect the  Company's  customers and the
Company's   growth  and   revenues,   if  customers   reduce  their  demand  for
transportation  services.  Customers  encountering  adverse economic  conditions
represent  a greater  potential  for loss,  and the  Company  may be required to
increase  its reserve for bad debt losses.  Weakness in customer  demand for the
Company's  services or in the general  rate  environment  may also  restrain the
Company's ability to increase rates or obtain fuel surcharges.

Inflation and Fuel Cost

     Most of the  Company's  operating  expenses are  inflation-sensitive,  with
inflation  generally  producing  increased costs of operations.  During the past
three years,  the most  significant  effects of  inflation  have been on revenue
equipment  prices  and the  compensation  paid to the  drivers.  Innovations  in
equipment  technology  and comfort have resulted in higher tractor  prices,  and
there has been an  industry-wide  increase  in wages paid to attract  and retain
qualified drivers. The Company historically has limited the effects of inflation
through increases in freight rates and certain cost control efforts. In addition
to inflation,  fluctuations in fuel prices can affect profitability. Most of the
Company's contracts with customers contain fuel surcharge  provisions.  Although
the Company  historically has been able to pass through most long-term increases
in fuel prices and operating  taxes to customers in the form of  surcharges  and
higher  rates,  shorter-term  increases  are not  fully  recovered.  Competitive
conditions   in  the   transportation   industry,   such  as  lower  demand  for
transportation  services,  could  affect the  Company's  ability to obtain  rate
increases or fuel surcharges.

Seasonality

     The nature of the Company's primary traffic (appliances,  automotive parts,
paper  products,  retail  goods,  and  packages  foodstuffs)  causes  it  to  be
distributed  with relative  uniformity  throughout the year.  However,  seasonal
variations during and after the winter holiday season have historically resulted
in reduced shipments by several  industries  served. In addition,  the Company's
operating expenses historically have been higher during the winter months due to
increased  operating costs in colder weather and higher fuel  consumption due to
increased engine idling.

Recently Issued Accounting Pronouncements

     In June 2001,  the  Financial  Accounting  Standards  Board issued FAS 142,
Goodwill and Other Intangible  Assets ("FAS 142").  Under FAS 142,  goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
at least annually for  impairment.  With respect to goodwill  amortization,  the
Company adopted FAS 142 effective January 1, 2002. The result of the application
of the  non-amortization  provisions of FAS 142 for goodwill is not material for
the three  months  ended  March 31,  2002.  At March 31,  2002,  the Company has
goodwill with a net book value of approximately  $415,000.  Pursuant to FAS 142,
the Company will complete its test for goodwill  impairment  during 2002 and, if
impairment  is  indicated,  record such  impairment  as a  cumulative  effect of
accounting change.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets"  (SFAS 144).  SFAS 144  supersedes
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of;"  however,  it retains  the  fundamental
provisions of that Statement  related to the  recognition and measurement of the
impairment  of  long-lived  assets  to be "held  and  used."  In  addition,  the
Statement  provides  some guidance on  estimating  cash flows when  performing a
recoverability  test,  requires that a long-lived  asset to be disposed of other
than by sales (e.g.,  abandoned)  be  classified  as "held and used" until it is
disposed of and establishes  more  restrictive  criteria to classify an asset as
"held for sales".  The Company adopted this statement January 1, 2002 and it did
not have a material impact.

                                       9
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The Company purchases only high quality, liquid investments.  Primarily all
investments  as of March 31,  2002 have an  original  maturity  of six months or
less. The Company holds all investments to maturity and therefore, is exposed to
minimal market risk related to its cash equivalents.

     The Company has no debt outstanding as of March 31, 2002 and therefore, has
no market risk related to debt.

     As of March 31, 2002, the Company has no derivative  financial  instruments
to reduce its exposure to diesel fuel price fluctuations.








































                                       10
<PAGE>




                                     PART II

                                OTHER INFORMATION

Item 1.   Legal Proceedings The Company is a party to ordinary,  routine
          litigation and administrative  proceedings incidental to its business.
          None of the proceedings  would result in a claim for damages in excess
          of 10 percent of the current assets of the Company.  These proceedings
          primarily  involve personnel matters and claims for personal injury or
          property damage incurred in the transportation of freight. The Company
          maintains   insurance   to   cover   liabilities   arising   from  the
          transportation  of  freight  for  amounts  in excess  of  self-insured
          retentions.

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
          None

Item 6.   Exhibits and Reports on Form 8-K
          (a) Exhibits required by Item 601 of Regulations S-K




                                                              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.


                                       11
<PAGE>


  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.

 10.1           Business Property Lease                   Incorporated by
                between Russell A. Gerdin                 Reference to the
                as Lessor and the Company                 Company's Form 10-Q
                as Lessee, regarding the                  for the quarter ended
                Company's headquarters at                 September 30, 2000.
                2777 Heartland Drive,                     Commission file no.
                Coralville, Iowa 52241                    0-15087.

 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.




                                       12
<PAGE>



(b)  Reports on Form 8-K

(i)  Report on Form 8-K, dated January 10, 2002, reporting the following events.
     A  lawsuit  against  the  Company  served on  January  7, 2002 by the Owner
     Operators  Independent  Drivers  Association,  Inc.  on behalf  of  certain
     owner-operators. News releases dated January 10, 2002 announcing the fourth
     quarter of 2001  earnings  expectations  and the  filing of a  registration
     statement on Form S-3 with the Securities and Exchange Commission.
(ii) Report on Form 8-K,  dated January 14, 2002,  containing  Heartland's  news
     release dated  January 14, 2002,  announcing  the earnings  release for the
     fourth quarter of 2001.
(iii)Report  on Form 8-K,  dated  January  17,  2002,  correcting  a date on the
     January 10, 2002 Form 8-K.
(iv) Report on Form 8-K, dated January 28, 2002, announcing the declaration of a
     stock dividend with an effective date of February 19, 2002.








































                                       13
<PAGE>




                                   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.

Date: May 10, 2002                                  BY:  /s/  John P. Cosaert
                                                          JOHN P. COSAERT
                                                    Chief Financial Officer and
                                                    Principal Financial Officer


















                                 END OF FILING




















                                       14
<PAGE>




</TEXT>
</DOCUMENT>
