SecProbe.io

Mail Stop 3561         May 7, 2010  Via Fax & U.S. Mail

 Mr. Russell A. Gerdin Chief Executive Officer Heartland Express, Inc. 901 North Kansas Avenue North Liberty, IA 52317

Re: Heartland Express, Inc.
 Form 10-K for the year ended December 31, 2009
Filed February 24, 2010
 File No. 0-15087

Dear Mr. Gerdin:

We have reviewed your filing and have th e following comments.  We think you should
revise your future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your re sponse.  In some of our
comments, we may ask you to provide us wi th supplemental information so we may
better understand your disclosure.  After reviewing this info rmation, we may or may not
raise additional comments.

Please understand that the purpose of our revi ew process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Please respond to confirm that such comments w ill be complied with, or, if certain of the
comments are deemed inappropriate, advise th e staff of your reas on.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. Russell A. Gerdin
Heartland Express, Inc. May 7, 2010 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Polices, page 24

1. We note your section on critical accounting policies.  It app ears that the item s
included in this section are a mere repetition of the information in your Summary of Significant Accounting Policies.  Pursuant  to FR-60, this sect ion is intended to
focus on the sensitivity aspects of your cr itical accounting policies, that is, the
likelihood that materially different am ounts would be reported under different
conditions or assumptions.  In making di sclosures under FR-60, registrants need
not repeat information that is already incl uded in the financial statements or other
sections of the filing.  For example, we  note that estimates are necessary for
depreciable lives and salvage values of  revenue equipment, insurance accruals,
income taxes, and investments.  We believe you should expand your critical accounting policies to discuss in greater  detail the significa nt estimates and
assumptions used by management that are a ssociated with each of these areas in
your critical accounting policies.
2. We suggest that you include in this sec tion your discussion of investm
 ents, which
is currently included in the liquidity s ection, and present a sensitivity analysis
with hypothetical results based on different  assumptions given the subjectivity of
the estimates in light of the lack of trading activity and liquidity with respect to
these investments.
3. In addition, we believe you should expand the Section on revenue equipm ent to
describe and quantify the impact of the current unfavorable economic
environment with lower trade-in values on the Company’s depreciation methods
and salvage values and the resultant changes in the method of calculating depreciation expense that were  effective January 1, 2009.

Please revise future filings accordingly.
 Year Ended December 31, 2009 Compared  with Year Ended December 31, 2008

4. We note from the discussion in the Risk Factors section of the Com pany’s Annual
Report on Form 10-K on page 7, that when the supply of used revenue equipment exceeds the demand for used equipment as it did during 2008 and 2009, the general market value of used revenue e quipment decreases. We also note that
should this condition continue, it would increase the Company’s capital expenditures for new revenue equipment, decrease the Company’s gains on sale of revenue equipment or increase mainte nance costs if management decides to
extend the use of revenue equipment in a depressed market. Given the increased

Mr. Russell A. Gerdin
Heartland Express, Inc. May 7, 2010 Page 3
supply of revenue equipment that exis ted during 2009 as noted above, which
would be expected to result in a declin e in the market value of used revenue
equipment and any related gains rec ognized during 2009, pl ease tell us and
expand MD&A in future filings to explai n how the Company was able to generate
an increase in gains on disposal of property and equipment during 2009 of $10.1
million or more than double the level of gains recognized during 2008. We may
have further comment upon review of your response.
 Note 4.  Investments, page F-10

5. We note from the disclosures included on page F-11 that the ra nges of certain of
certain a
ssumptions used to determine the estimated fair values of the Company’s
auction rate securities such as the rate of return, discount rate, and liquidity
discount rate changed significantly from December 31, 2008 to December 31,
2009.  Supplementally advise us and expand fu ture disclosu re to describe the facts
and circumstances that resulted in the significant changes in the ranges of these assumptions
 Other

6. We urge all persons who are responsible for the accuracy and adequacy of the
disclosu
re in the filing to be certain that the filing includes all information
required under the Securitie s Exchange Act of 1934 and that they have provided
all information investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible  for the accuracy and adequacy of the
disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and
‚ the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Russell A. Gerdin
Heartland Express, Inc. May 7, 2010 Page 4
You may contact Effie Simpson at (202) 551-3346, or, in her absence, the
undersigned if you have questions regarding comments on the financial statements and
related matters.  Please cont act John Stickel at  (202) 551-3324 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
Via Fax: John P. Cosaert, CFO
   (319) 626-3311