SecProbe.io

March  6, 2015

Mr. John P. Cosaert
Chief Financial  Officer
Heartland Express, Inc.
901 North Kansas Avenue
North Liberty, Iowa  52317

Re: Heartland Express, I nc.
 Form 10-K for the Fiscal Year Ended December 31 , 201 3
  Form 10 -Q for the Quarter Ended September 30, 2014
 Response dated December 16, 2014
File No. 0-15087

Dear  Mr. Cosaert :

We have reviewed your December 16 , 2014 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possibl e when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing  your response to these comments, we may have additional comments.
Unless we note otherwise, our ref erences to prior comments are to comments in our December 2,
2014 letter.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Note 1.   Significa nt Accounting Policies
Segment Information, page F -7
1. Please explain to us in detail the factors you consider in determining which contracts you
will accept, in setting the freight price for each contract,  and in assigning the  tractors and
trailers to the route s.  Also , please  explain to us the cost considera tions, if any, included
in your decision to  use owned fleet versus independent contractors ’ tractors and who is
responsible for all associated expenses, including financing costs, fuel, maintenance,
insurance, and highway use taxes  in each case .

2. We note t hat you use consolidated financial information to evaluate operating
performance of the business and to allocate resources.  Please help us understand why

John P. Cosaert
Heartland Express, Inc.
March  6, 2015
Page 2

 consolidated revenue and cost information is sufficient to allocate resources and assess
performance – that is, why you do not need more disaggregated revenue and cost
information.  In this regard, please tell us whether significant costs vary based on the type
of transportation service or region.  Please also tell us whether each regional distribution
center or terminal represents a separate cost center.

3. Please explain to us how you hold your regional distribution centers or terminals
accountable for their performance. We note from page 2 of the Form 10 -K that you
operate nineteen specialized regional d istribution operations that contain office and shop
facilities, and that these operating locations are strategically located to concentrate on
regional freight movements generally within a 500 -mile radius of the regional terminals
and are designed to meet the needs of significant customers in those regions.  Please
explain to us how you evaluate whether each regional distribution center is meeting the
operating performance financial targets set by the CODM or regional vice presidents.
Also, please tell us the nature of the financial information used to evaluate the
profitability of each region.

4. Please tell us the factors or financial information you consider when deciding that a
specific regional distribution center is to be closed.

5. To the extent cost inf ormation is available at a level lower than the consolidated level,
please tell us what is available, how it is used, and the individuals using the information.

6. We have reviewed your response to prior comment 2 and the segment footnote disclosure
in Note 3 to the Form 10 -Q for the quarter ended September 30, 2014.  Your disclosure
suggests that you are organized around differences in transportation services, but that
these services do not meet the definition of a segment.  However, it appears that you may
also be organized around your regional distribution centers or terminals, but your
disclosures do not state whether they meet the definition of an operating segment and
whether they are managed on a combined basis.  Please clarify.  See ASC 280 -10-50-21.

Form 10 -Q for the Quarter Ended September 30, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 17

7. We have reviewed your response to our prior comment 3 from your letter dated
November 5, 2014.  As the acquisition of GTI was not an internal growth business, but
rather an external acquisition of a similar line of business, please explain by revising your
discussion in terms of the amount of revenues from the acquisition growth du e to GTI
being acquired and that of internal growth from existing business or customers in your
legacy asset based dry -van truckload services as we previously requested.

John P. Cosaert
Heartland Express, Inc.
March  6, 2015
Page 3

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy o f the disclosure in the filing;

 staff comments or changes to disclosure 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 pro ceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Beverly A. Singleton at (202) 551 -3328 or Claire L. Erlanger  at (202)
551-3301 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at (202) 551 -3379  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch  Chief