SecProbe.io

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 Document April 9, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Anuja Majmudar Re:    Heartland Express, Inc. Registration Statement on Form S-3 ( File No. 333-285031, filed on February 18, 2025) Request for Acceleration Ladies and Gentlemen: Heartland Express, Inc. respectfully requests, pursuant to Rule 461 of the Securities Act of 1933, as amended, that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission at 4:00 P.M., Eastern Daylight Time, on Friday, April 11, 2025, or as soon thereafter as is practicable. Thank you for your assistance. Please call our counsel, Heidi Hornung-Scherr, at (402) 435-3223, of Scudder Law Firm, P.C., L.L.O. to provide notice of the effectiveness of the Registration Statement. Very truly yours, Heartland Express, Inc. By: /s/ Christopher A. Strain Christopher A. Strain Vice President-Finance, Treasurer and Chief Financial Officer cc:     Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

February 25, 2025
Michael J. Gerdin
Chairman, President and Chief Executive Officer
Heartland Express, Inc.
901 Heartland Way
North Liberty, IA 52317
Re:Heartland Express, Inc.
Registration Statement on Form S-3
Filed February 18, 2025
File No. 333-285031
Dear Michael J. Gerdin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Heidi Hornung-Scherr

United States securities and exchange commission logo
October 6, 2022
Chris Strain
Chief Financial Officer
Heartland Express, Inc.
901 Heartland Way
North Liberty, Iowa 52317
Re:Heartland Express, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 1, 2022
File No. 000-15087
Dear Chris Strain:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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September 28, 2022

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Ms. Jennifer Gowetski

                        Ms. Amanda Ravitz

Re:                   Securities and Exchange Commission (“SEC”) Comment Letter dated September 16, 2022, regarding Heartland Express, Inc. (the “Company,” “Heartland,” “we,” “us,” or “our”) Definitive Proxy Statement on Schedule 14A, filed April 1, 2022, File No. 000-15087 (the “Proxy”)

Dear Ms. Gowetski and Ms. Ravitz:

The following is in response to the written comment we received from the staff of the Division of Corporation Finance (the “Staff”) of the SEC, dated September 16, 2022, related to the Proxy. For your convenience, we have included the text of the Staff's comment from the SEC comment letter in bold immediately followed by the Company's response.

Definitive Proxy Statement on Schedule 14A filed April 1, 2022

General

1.       Please expand your discussion of the reasons you believe that your leadership structure is appropriate,     addressing your specific characteristics or circumstances.

       Response:

        Please see response under Comment 2 below.

2.   Please expand upon how your board administers its risk oversight function. For example, please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed;

•whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment;

•how the board interacts with management to address existing risks and identify significant emerging risks; and

•whether you have a Chief Compliance Officer and to whom this position reports.

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Responses:

The Company acknowledges the Staff’s comments under 1 and 2 above and confirms that in future filings it will revise its disclosure to expand on why the leadership structure is believed to be appropriate, addressing specific characteristics and circumstances, and expand on how the board administers its risk oversight function.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings. Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 645-7060.

Sincerely,

/s/ Christopher A. Strain

Christopher A. Strain

Vice President-Finance, Treasurer and Chief Financial Officer

(Principal Accounting and Financial Officer)

c: Mr. Michael J. Gerdin

Mr. Matt Warne, Grant Thornton LLP

Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

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United States securities and exchange commission logo
September 16, 2022
Chris Strain
Chief Financial Officer
Heartland Express, Inc.
901 Heartland Way
North Liberty, Iowa 52317
Re:Heartland Express, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 1, 2022
File No. 000-15087
Dear Mr. Strain:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 1, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances.
2.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks; and
•whether you have a Chief Compliance Officer and to whom this position reports.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameChris Strain
 Comapany NameHeartland Express, Inc.
 September 16, 2022 Page 2
 FirstName LastName
Chris Strain
Heartland Express, Inc.
September 16, 2022
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
December 2, 2021
Christopher Strain
Chief Financial Officer
Heartland Express, Inc.
901 Heartland Way
North Liberty, Iowa 52317
Re:Heartland Express, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 22, 2021
File No. 000-15087
Dear Mr. Strain:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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November 30, 2021

Division of Corporation Finance

Office of Transportation and Leisure

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Mr. Steve Lo

                        Mr. Craig Arakawa

Re:                   Securities and Exchange Commission (“SEC”) Comment Letter dated November 16, 2021, regarding Heartland Express, Inc. (the “Company,” “Heartland,” “we,” “us,” or “our”) Form 10-K for the Fiscal Year Ended December 31, 2020, filed February 22, 2021, File No. 000-15087 (the “Form 10-K”)

Dear Mr. Lo and Mr. Arakawa:

The following is in response to the written comment we received from the staff of the Division of Corporation Finance (the “Staff”) of the SEC, dated November 16, 2021, related to the Form 10-K. For your convenience, we have included the text of the Staff's comment from the SEC comment letter in bold immediately followed by the Company's response.

Form 10-K for the Fiscal Year Ended December 31, 2020

General

1.   We note you filed a registration statement on Form S-3 on July 21, 2020 which incorporates by reference “…any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act…” Please tell us why you have not included a written consent of your independent registered public accounting firm for their audit report or alternatively provide a copy of their consent as an exhibit to your Form 10-K.

Response:

The Company is filing an amendment to the Form 10-K to include the requested consent as an exhibit.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings. Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 645-7060.

Sincerely,

/s/ Christopher A. Strain

Christopher A. Strain

Vice President-Finance, Treasurer and Chief Financial Officer

(Principal Accounting and Financial Officer)

c: Mr. Michael J. Gerdin

Mr. Matt Warne, Grant Thornton LLP

Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

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United States securities and exchange commission logo
November 16, 2021
Christopher Strain
Chief Financial Officer
Heartland Express, Inc.
901 Heartland Way
North Liberty, Iowa 52317
Re:Heartland Express, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 22, 2021
File No. 000-15087
Dear Mr. Strain:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
General
1.We note you filed a registration statement on Form S-3 on July 21, 2020 which
incorporates by reference “…any  future filings made with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act…”  Please tell us why you have not included a
written consent of your independent registered public accounting firm for their audit
report or alternatively provide a copy of their consent as an exhibit to your Form 10-K.

 FirstName LastNameChristopher Strain
 Comapany NameHeartland Express, Inc.
 November 16, 2021 Page 2
 FirstName LastName
Christopher Strain
Heartland Express, Inc.
November 16, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 if you
have questions regarding the comment.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

December 13, 2018
Christopher A. Strain
Chief Financial Officer
Heartland Express, Inc.
901 North Kansas Avenue
North Liberty, Iowa 52317
Re:Heartland Express, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 000-15087
Dear Mr. Strain:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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		Document

December 11, 2018

VIA EDGAR AND EMAIL

Office of Transportation and Leisure

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:    Ms. Beverly Singleton

Ms. Claire Erlanger

CFTransportandLeisure@sec.gov

Re:

 Securities and Exchange Commission (“SEC”) Comment Letter dated November 29, 2018 regarding Heartland Express, Inc. (the "Company," "Heartland," "we," "us," or "our") Form 10-K for the Fiscal Year Ended December 31, 2017 filed March 1, 2018 (the "Form 10-K"), and Form 10-Q for the Quarterly Period Ended September 30, 2018 filed November 6, 2018 (the "Form 10-Q"), File No. 000-15087

Dear Ms. Singleton and Ms. Erlanger:

The following is in response to the written comments we received from the staff of the Division of Corporation Finance (the "Staff") of the SEC, dated November 29, 2018, related to the Form 10-K and the Form 10-Q.  We have today electronically filed with the SEC this response to your letter.  A courtesy copy of the filing has been forwarded to Ms. Singleton and Ms. Erlanger via email transmission at the email address listed above.  For your convenience, we have included the text of the Staff's comments from the SEC comment letter in bold immediately followed by the Company's response.

Form 10-Q for the Quarterly Period Ended September 30, 2018

Note 4. Revenue Recognition, page 9

1.

 We note your disclosure in Note 4 regarding your revenue recognition policies under ASC 606.  Please revise to disclose the significant payment terms of your contracts with customers pursuant to ASC 606-10-50-12(b).  Also, please disclose the nature and amount of any contract assets and contract liabilities along with the applicable disclosure requirements in ASC 606-10-50-8 through 10.

Response:

The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and completion of the performance obligation allows for the collection of payment generally within 30 days after the delivery date of the shipment for the majority of our customers.

The Company's operations are consistent with those in the trucking industry where freight is hauled twenty-four hours a day and seven days a week, subject to hours of service rules.  The Company’s average length of haul is 400-500 miles per trip and each individual shipment accepted by the Company is considered a separate

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contract with the performance obligation being the delivery of the freight.  Our average length of haul for each load of freight generally equals less than one day of continuous transit time.  The Company estimates revenue for multiple-stop loads based on miles run and estimates revenue for single stop loads based on transit time, as the customer simultaneously receives and consumes the benefit provided.  With respect to our disclosure under ASC 606-10-50-8 through 10, the Company hauls freight and earns revenue on a consistent basis throughout the periods presented.  A corresponding contract asset existed for the estimated revenue of these in-process loads for $1.1 million and $1.1 million as of September 30, 2018 and December 31, 2017, respectively.  Recorded contract assets are included in the accounts receivable line item of the balance sheet.  Corresponding liabilities are recorded in the accounts payable and accrued liabilities and compensation and benefits line items for the estimated expenses on these same in-process loads.  The Company had no contract liabilities associated with our operations as of September 30, 2018 and December 31, 2017, respectively.

In future filings, the Company will clarify its revenue recognition policies in the notes to the consolidated financial statements under ASC 606 to include the information disclosed in this response letter.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings.  Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 626-3600.

Sincerely,

/s/ Christopher A. Strain

Christopher A. Strain

Vice President of Finance and Chief Financial Officer

(Principal Accounting and Financial Officer)

cc: Mr. Michael J. Gerdin

      Mr. Matt Warne, Grant Thornton LLP

      Mr. Ben Reinhardt, KPMG LLP

      Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

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November 29, 2018
Christopher A. Strain
Chief Financial Officer
Heartland Express, Inc.
901 North Kansas Avenue
North Liberty, Iowa 52317
Re:Heartland Express, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Quarterly Period Ended September 30, 2018
Filed November 6, 2018
File No. 000-15087
Dear Mr. Strain:
            We have limited our review of your filing to the financial statements and related
disclosures 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 possible 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.
Form 10-Q for the Quarterly Period Ended September 30, 2018
Note 4. Revenue Recognition, page 9
1.We note your disclosure in Note 4 regarding your revenue recognition policies under ASC
606.    Please revise to disclose the significant payment terms of your contracts with
customers pursuant to ASC 606-10-50-12(b).  Also, please disclose the nature and amount
of any contract assets and contract liabilities along with the applicable disclosure
requirements in ASC 606-10-50-8 through 10.

 FirstName LastNameChristopher A. Strain
 Comapany NameHeartland Express, Inc.
 November 29, 2018 Page 2
 FirstName LastName
Christopher A. Strain
Heartland Express, Inc.
November 29, 2018
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

April 10 , 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
 Filed March 3, 2014
File No. 0-15087

Dear  Mr. Cosaert :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch  Chief

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		SEC 3.6.15 Comment Letter Response

Confidential Treatment Request by Heartland Express, Inc.

CERTAIN PORTIONS OF THIS LETTER AS SUBMITTED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SEC UNDER A SEPARATE COVER. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED IN THE EDGAR VERSION WITH THE FOLLOWING PLACEHOLDER “[***]”

March 19, 2015

VIA EDGAR AND UPS

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:    Ms. Melissa Raminpour, Branch Chief

Ms. Beverly Singleton

Ms. Claire Erlanger

Re:

 Securities and Exchange Commission (“SEC”) Comment Letter dated March 6, 2015 regarding Heartland Express, Inc. (the "Company," "Heartland," "we," "us," or "our") Form 10-K for the Fiscal Year Ended December 31, 2013 filed March 3, 2014, File No. 0-15087 (the "Form 10-K") and Form 10-Q for the Quarter Ended September 30, 2014 filed November 5, 2014, File No. 0-15087 (the "Form 10-Q") and response dated December 16, 2014, (the "Response")

Dear Ms. Raminpour, Ms. Singleton, and Ms. Erlanger:

The following is in response to the comments and requests we received from the staff of the Division of Corporation Finance (the "Staff") of the SEC, dated March 6, 2015, related to the Form 10-K, the Form 10-Q, and the Response.  We have today electronically filed with the SEC this response to your letter.  A courtesy copy of the filing has been forwarded to Ms. Singleton and Ms. Erlanger via email transmission at the email addresses listed above.  For your convenience, we have included the text of the Staff's comments from the SEC comment letter in bold immediately followed by the Company's response.

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

Note 1. Significant 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 routes.  Also, please explain to us the cost considerations, 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.

Response: [***]

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Confidential Treatment Request by Heartland Express, Inc.

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Confidential Treatment Request by Heartland Express, Inc.

2.

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

Response: [***]

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 distribution 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.

Response: [***]

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Confidential Treatment Request by Heartland Express, Inc.

4.

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

Response: [***]

5.

 To the extent cost information 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.

Response: [***]

HTLD0 4

Confidential Treatment Request by Heartland Express, Inc.

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.

Response:  [***]

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 due 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.

Response:  [***]

In connection with responding to the Staff's comments, the Company acknowledges that:

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Confidential Treatment Request by Heartland Express, Inc.

•The Company is responsible for the adequacy and accuracy of the disclosure in the Company's filings;

•

 Staff comments, or changes to the Company's disclosures 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.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings.  Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 626-3600 or by fax at (319) 626-3619.

Sincerely,

/s/ John P. Cosaert

John P. Cosaert

Chief Financial Officer

cc: Mr. Michael J. Gerdin

Mr. Jerry Borowick, KPMG LLP

Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

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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

CORRESP
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		SEC 12.16.14 Comment Letter Response

CERTAIN PORTIONS OF THIS LETTER AS SUBMITTED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SEC UNDER A SEPARATE COVER. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED IN THE EDGAR VERSION WITH THE FOLLOWING PLACEHOLDER “*”

December 16, 2014

VIA EDGAR AND EMAIL TRANSMISSION TO SINGLETONB@SEC.GOV AND ERLANGERC@SEC.GOV

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:

 Mr. Andrew Mew, Senior Assistant Chief Accountant

 Ms. Beverly Singleton

 Ms. Claire Erlanger

Re:

 Securities and Exchange Commission (“SEC”) Comment Letter dated December 2, 2014 regarding Heartland Express, Inc. (the "Company," "Heartland," "we," "us," or "our") Form 10-K for the Fiscal Year Ended December 31, 2013 filed March 3, 2014, File No. 0-15087 (the "Form 10-K") and Form 10-Q for the Quarter Ended September 30, 2014 filed November 5, 2014, File No. 0-15087 (the "Form 10-Q")

Dear Mr. Mew:

The following is in response to the comments and requests we received from the staff of the Division of Corporation Finance (the "Staff") of the SEC, dated December 2, 2014, related to the Form 10-K and the Form 10-Q.  We have today electronically filed with the SEC this response to your letter.  A courtesy copy of the filing has been forwarded to Ms. Singleton and Ms. Erlanger via email transmission at the email addresses listed above.  For your convenience, we have included the text of the Staff's comments from the SEC comment letter in bold immediately followed by the Company's response.

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

Financial Statements

Note 1. Significant Accounting Policies page F-7

Segment Information, page F-7

1.

 We have reviewed your response to our comment 1.  We note that the Vice President of Sales, Vice President of Operations, Vice President of Regional Operations, and Chief Operating Officer-GTI each report directly to the CEO.  Please tell us:

•The scope of each individual's responsibilities (e.g. entire entity or certain divisions within  the entity).

•The nature of their responsibilities.

•The nature of the information and the level of detail conveyed to the CEO in each individual's discussions with the CEO.

Confidential Treatment Request by Heartland Express, Inc.

•How their compensation is determined (e.g. fixed salary, bonus contingent upon performance of entire entity, bonus contingent upon performance of certain divisions).

•The positions that report to each of these individuals.

Response: The Company acknowledges the Staff's comment and the Company's prior determination that the Company has one reportable segment based on the guidance provided in ASC Sub-topic 280-10, Segment Reporting - Overall.  We note that our determination of a single segment is consistent with many acquisitions where the acquired company is in the same line of business and subject to the same economic characteristics, and integration occurs over time.

The scope and nature of the responsibilities of these officers is to produce the safest, most reliable, and most profitable consolidated operations.  In this regard, each of the individuals works with each other to (1) coordinate service to national accounts across multiple geographic regions, (2) identify areas of excess and shortage of freight and capacity, (3) ensure consistency of marketing, and (4) eliminate network duplication.  A more detailed description of individual responsibilities follows.

Vice President of Sales - this person is responsible for the sales and marketing of transportation services to the Company's customer base, including customers in historical Company and GTI territories, and including customers historically served by both the Company and GTI prior to acquisition.  This includes reporting directly to the CEO and working with the Vice President of Operations, Vice President of Regional Operations, Vice President of Western Operations, and the Chief Operating Officer-GTI to identify need areas and then direct sales efforts to contract freight with shippers across the U.S. to maximize the use of the Company's revenue equipment assets regardless of asset location or whether a legacy Company asset or whether a legacy GTI asset.  Additional responsibilities include working directly with and providing customer by customer, freight lane by freight lane pricing of transportation services to the CEO for approval for the entire entity.  Customers that were unique to GTI prior to the acquisition (4 of the Company's top 25 consolidated customers by revenue) are handled by the Chief Operating Officer - GTI (with pricing input from the Vice President of Sales) to assist with continuity of the relationship.

Vice President of Operations, Vice President of Regional Operations, and Vice President of Western Operations- these three people, in connection with the Chief Operating Officer-GTI, collectively are responsible for the entire Company's coordination of fleet operations to maximize the use of the Company's revenue equipment assets regardless of asset location or whether a legacy Company asset or whether a legacy GTI asset. These responsibilities include customer service and fleet management in conjunction with marketing to develop and manage customer relationships, ensure service standards, coordinate proper freight-to-capacity balancing, trailer asset management, and daily tactical decisions pertaining to matching the customer demand with the appropriate capacity across the Company's freight network, including both legacy Company and GTI operations.  These responsibilities are partially accomplished through daily network management calls of these individuals and personnel reporting directly to these individuals, as well as personnel directly reporting to the Chief Operating Officer - GTI that have dotted line reporting to these individuals as further detailed below.  Additionally, the Vice President of Operations is responsible for coordinating the Company's efforts of positioning revenue equipment that has been sold by the CEO, which includes both legacy Company and legacy GTI equipment.

Chief Operating Officer - GTI -  this person has three main roles: (1) to serve as the point person for integrating the legacy GTI business with the Company's operations, (2) to ensure legacy GTI relationships are maintained, and (3) in connection with the Vice President of Operations, Vice President of Regional Operations, and Vice President of Western Operations, to be responsible for the Company's coordination of fleet operations to maximize the use of the Company's revenue equipment assets regardless of asset location or whether a legacy Company asset or whether a legacy GTI asset.  These responsibilities include customer service and fleet

2

Confidential Treatment Request by Heartland Express, Inc.

management in conjunction with marketing to develop and manage customer relationships, ensure service standards, coordinate proper freight-to-capacity balancing, trailer asset management, and daily tactical decisions pertaining to matching the customer demand with the appropriate capacity across the Company's freight network.  These responsibilities are partially accomplished through daily network management calls of personnel reporting directly to this person that have dotted line reporting to Vice President of Operations, Vice President of Regional Operations, and Vice President of Western Operations as further detailed below.  Further, this individual is part of weekly project calls with the Vice President of Operations, Vice President of Regional Operations, and Vice President of Western Operations to coordinate integration efforts of the legacy GTI business with the Company's operations.  In addition, this person assists the Vice President of Sales in providing customer by customer, freight lane by freight lane pricing input information of transportation services for the ultimate approval by the CEO.

Each of the individuals, including Vice President of Western Operations which was inadvertently excluded from our previous response, has direct interaction with the CEO on the following information (all of which are on a combined Company-wide basis):

•Weekly report detailing all of the Company's load movements (shipper name, origin and destination geographic locations, associated empty and loaded miles, average length of haul and total load count)

•Weekly report detailing all of the Company's loads invoiced (rate per mile)

•Daily report detailing deadhead (non-revenue miles) movements of revenue equipment

These reports that the CEO, along with the respective positions discussed above that report to the CEO, review, help manage and evaluate the operational efficiencies of the Company's transportation services.  Separately, the CEO makes all revenue equipment purchasing and selling decisions on a combined basis for the revenue equipment used to provide the Company's transportation services.  This is the combined Company's largest ongoing investment requiring allocation of resources.

All of these individuals, are compensated based on salary, restricted stock grants, and deferred compensation contingent on entity-wide performance, none of which are tied to divisional performance.  Consistent with the Company's overall compensation objectives, compensation is primarily a fixed salary.  A fixed salary provides these individuals stability, allowing them to focus on creating stockholder value and other business objectives.  We generally do not implement compensation elements for our employees that would create incentives to take undue risks.  There are no bonuses paid to these individuals contingent upon the performance of any individual, divisional criteria, or enterprise wide criteria, with the exception of the Vice President of Sales who is eligible for a bonus based upon the addition of a new customer contract (across the entire Company) exceeding a static defined amount of transportation services.  The Vice President of Sales bonus structure was in place prior to the acquisition of GTI.  Although not a bonus, the Chief Operating Officer-GTI is eligible for additional consideration per the Stock Purchase Agreement dated November 11, 2013, that is partially based upon the financial performance of the entire Company over the period of 2014-2017.  Other earnout criteria is not based upon financial performance.

Integration efforts are centralized around the combined Company's operating revenues and revenue equipment efficiencies at the direction of the CEO, with reliance on direct and dotted line reporting intended to gain integration efficiencies while preserving existing relationships to reduce risk.

The following positions report to the Vice President of Sales

•

 7 Sales Managers

•

 Director of Marketing

3

Confidential Treatment Request by Heartland Express, Inc.

•

 Supervisor of Sales Department

•

 Supervisor of Contracts

The following positions report to the Vice President of Operations

•

 Director of Planning

•

 Director, Operations

•

 Director of Driver Communications

•

 Director of Customer Service

•

 Operations Clerk

The following positions report to the Vice President of Regional Operations

•

 Director of Southeast Operations

•

 Director of Midwest/South Operations

•

 Director of Northeast Operations

•

 Director, Operations

•

 Operations Clerk

The following position reports to the Vice President of Western Operations

•

 Operations Manager

The following positions, all specific to the GTI legal entity, report to the Chief Operating Officer - GTI

•

 Vice President of Operations - Midwest*

•

 Vice President of Regional Operations - Mountain States*

•

 Vice President of Operations - Northwest*

•

 Director of Regional Operations - California*

•

 Director of Terminal Operations - Lathrop*

•

 Director of Customer Service - National Accounts*

•

 Director of Marketing*

•

 Vice President of Sales*

•

 Over-the-Road Maintenance Supervisor**

•

 Director of Terminal Development**

•

 Director of Regional Maintenance**

•

 Director of Maintenance - Specialized Programs**

•

 Counsel and Executive Vice President***

•

 Vice President of Finance***

* Position reports directly to the Chief Operating Officer - GTI and has dotted line reporting to the Vice President of Operations, Vice President of Regional Operations, Vice President of Western Operations, or Vice President of Sales.

** Position reports directly to the Chief Operating Officer - GTI and has dotted line reporting to the Director of Regional Maintenance.

*** Position reports directly to the Chief Operating Officer - GTI and has dotted line reporting to the Executive Vice President of Finance and Administration, Chief Financial Officer.

2.   Please identify your operating segments that you aggregate into one reportable segment.  In this regard:

a.Your disclosures in note 1 refer to "regional operating divisions."  Please identify for us each of your regional operating divisions and clarify whether they represent your operating segments.

4

Confidential Treatment Request by Heartland Express, Inc.

b.Your response refers to "three truckload transportation services."  Please identify for us each service and, if different from your regional operating divisions, clarify whether they represent your operating segments.

Response:  Prior to and after the acquisition of GTI the Company had disclosed it provided multiple transportation services through regional operating divisions, which were the Company's regional terminals.  The Company's regional terminals do not individually meet the definition of an operating segment per ASC 280-10-50-1.  All of the Company's regional terminal managers manage the day to day operations of the business and have dotted line reporting to the Vice President of Operations, Vice President of Regional Operations, Vice President of Western Operations, or Chief Operating Officer-GTI, as detailed above.  These responsibilities include customer service and fleet management in conjunction with marketing to develop and manage customer relationships, ensure service standards, coordinate proper freight-to-capacity balancing, trailer asset management, and daily tactical decisions pertaining to matching the customer demand with the appropriate capacity across the Company's freight network.  Each of these terminals are managed based on the same operating criteria contained in the reports reviewed by the CEO.  The Company clarified its segment footnote disclosure in its Form 10-Q for the nine months ending September, 30, 2014 as shown below:

Note 3. Segment Information

The Company provides multiple transportation services across the United States (U.S.) and parts of Canada. The Company offers primarily asset-based transportation services in the dry van market and also offers temperature-controlled transportation services and non-asset based brokerage services. None of the Company's transportation services individually meet the definition of a segment. The Company's Chief Operating Decision Maker oversees and manages all of our transportation services, on a combined basis, including the legacy transportation services of Gordon Trucking, Inc. ("GTI"), which was acquired on November 11, 2013.  As a result of the foregoing, the Company has determined that it has one reportable segment, consistent with the authoritative accounting guidance on disclosures about segments of an enterprise and related information.

Prior to the GTI acquisition, the Company offered one truckload transportation service, which was asset-based dry-van truckload services.  These services were provided and managed on a day-to-day basis through the Company's network of regional terminals.  Subsequent to the GTI acquisition the Compa

December 2, 2014

Via E -mail
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
 Filed  March 3, 201 4
  Form 10 -Q for the Quarter Ended September 30, 2014
  Filed November 10 , 2014
 Response dated November 5, 2014
 File No. 0-15087

Dear  Mr. Cosaert :

We have reviewed your supplemental response dated November 5 , 2014 in response to
our letter dated October 22 , 2014 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 this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not b elieve an amendment is
appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

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

Financial Stat ements
Note 1.   Significant Accounting Policies, page F -7
Segment Information, page F -7
1. We have reviewed your response to our prior comment 1.  We note that the Vice
President of Sales, Vice President of Operations, Vice President of Regional Operations,
and Chief Operating Officer – GTI each report directly to the CEO.   Please tell us:

John P. Cosaert
Heartland Express, Inc.
December 2 , 2014
Page 2

  The scope of each individual’s responsibilities (e.g., entire entity or certain
divisions within the entity).
 The nature of their responsibilities.
 The nature of the informa tion and the level of detail conveyed to the CEO in
each individual’s discussions with the CEO.
 How their compensation is determined (e.g., fixed salary, bonus contingent
upon performance of entire entity, bonus contingent upon performance of
certain div isions).
 The positions that report to each of these individuals.

2. Please identify your operating segments that you aggregate into one reportable
segment.   In this regard:

a. Your disclosures in note 1 refer to “regional operating divisions.”   Please identify for
us each of your regional operating divisions and clarify whether they represent your
operating segments.

b. Your response refers to “three truckload transportation services.”   Please identify for
us each service and, if different from   your regi onal operating divisions, clarify
whether they represent your operating segments.

3. As requested, please advise us of the amount of revenues and operating profit for GTI for
the period of November 11, 2013, date of acquisition, through December 31, 2013, an d
for the nine months ended September 30, 2014.   Provide a breakdown of revenues by
type of service, that is, dry -van truckload services, asset based temperature -controlled
truckload operations, and freight brokerage services.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
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 ar e
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 responding to our comments, please provide a written 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 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 proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

John P. Cosaert
Heartland Express, Inc.
December 2 , 2014
Page 3

 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 -3750 with any other questions.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant

CORRESP
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		SEC 11.5.14 Comment Letter Response

November 5, 2014

VIA EDGAR AND EMAIL TRANSMISSION TO SINGLETONB@SEC.GOV AND ERLANGERC@SEC.GOV

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:

 Ms. Linda Cvrkel, Branch Chief

 Ms. Beverly Singleton

 Ms. Claire Erlanger

Re:

 Securities and Exchange Commission (“SEC”) Comment Letter dated October 22, 2014 regarding Heartland Express, Inc. (the "Company," "Heartland," "we," "us," or "our") Form 10-K for the Fiscal Year Ended December 31, 2013 filed March 3, 2014, File No. 0-15087 (the "Form 10-K") and Form 10-Q for the Quarter Ended June 30, 2014 filed August 11, 2014, File No. 0-15087 (the "Form 10-Q")

Dear Ms. Cvrkel:

The following is in response to the comments and requests we received from the staff of the Division of Corporation Finance (the "Staff") of the SEC, dated October 22, 2014, related to the Form 10-K and the Form 10-Q.  We have today electronically filed with the SEC this response to your letter.  A courtesy copy of the filing has been forwarded to Ms. Singleton and Ms. Erlanger via email transmission at the email addresses listed above.  For your convenience, we have included the text of the Staff's comments from the SEC comment letter in bold immediately followed by the Company's response.

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

Financial Statements

Note 1. Significant Accounting Policies page F-7

Segment Information, page F-7

1.

 We note your disclosure that you have determined it appropriate to aggregate your operating divisions into one reportable segment. Please tell us the consideration given by management in determining your reportable operating segments in light of the fiscal year 2013 acquisition of Gordon Trucking, Inc. (GTI) whereby it is noted that GTI operates in a different region of the country, western United States, and that its operations include temperature-controlled truckload and freight brokerage services, or non-asset based operations. We also note from GTI’s website that it appears to continue to operate as a separate entity under the GTI name.  In this regard, please tell us how you considered these characteristics of GTI’s operations in determining that it is appropriate to present one reportable segment at December 31, 2013. Your response should address how you identified the operating segments under ASC Topic 280-10-50-1 and 280-10-50-3 through 50 and further, how you evaluated each of the aggregation criteria in ASC Topic 280-10-50-11.  Also, please identify for us the CODM and the individuals that report directly to the CODM.  Additionally, please advise us of the amount of revenues and operating profit for GTI for 2013 and for the nine months of 2014.

Response: The Company acknowledges the Staff's comment and the Company's prior determination that the Company has one reportable segment based on the guidance provided in ASC Sub-topic 280-10, Segment Reporting - Overall.

The Company's Chief Operating Decision Maker ("CODM") is Michael J. Gerdin, Chief Executive Officer and President of the Company.  The CODM reviews the combined Company's operating revenues and revenue equipment efficiencies on a regular basis through the following reports (all of which are on a combined Company-wide basis):

•Weekly report detailing all of the Company's load movements (shipper name, origin and destination geographic locations, associated empty and loaded miles, average length of haul and total load count)

•Weekly report detailing all of the Company's loads invoiced (rate per mile)

•Daily report detailing deadhead (non revenue miles) movements of revenue equipment

These are reports that the CODM uses to manage the Company and all of these reports used to manage the business are on a combined basis.

The following positions report directly to the CODM:

•Vice President of Sales

•Vice President of Operations

•Vice President of Regional Operations

•Executive Vice President of Finance and Administration, Chief Financial Officer

•Chief Operating Officer - GTI

•Chief Information Officer - GTI

•Director of Maintenance

•Director of Regional Maintenance

As disclosed in the Company's press release dated November 11, 2013, related 8-K filed with the SEC on November 12, 2013, and related investor slides and conference call announcing the acquisition of GTI, the Company acquired GTI to expand the Company's legacy operations through an increase in terminal networks, drivers, geographic coverage, and customer diversification.  The Company's legacy operating region was east of the Rocky Mountains although the Company was growing its western operations and had for several years operated terminal locations in Phoenix and Denver.  GTI's legacy operating region was west of the Rocky Mountains although GTI was growing its operations in the Midwest and had for several years operated terminal locations in the St. Louis area, Indianapolis, and Green Bay, Wisconsin.  The acquisition was a result of the Company's strategic desire to grow its driver base and operating capacity primarily in the West.  GTI's customer service, safety, and driver focus, all key components of the Company's legacy operations, were all similar to the Company's, and therefore were integral in the Company's acquisition decision.  As part of the ongoing integration efforts, the Company has continued to operate a separate GTI website to maintain a stable environment among legacy GTI driver employees, office and shop employees and customers as not all components of the legacy GTI business could be integrated on the first day after the acquisition.  As such, the Company has viewed the GTI acquisition as an extension of the Company's legacy business model.

The legacy operations of the Company have been asset based dry-van truckload services.  GTI's legacy truckload transportation services consisted of asset based dry-van truckload services, asset based temperature-controlled truckload operations, and freight brokerage services which the Company continues to operate.  Immediately after the acquisition of GTI, the Company had three truckload transportation services.  Together, these truckload transportation services meet all three of the operating segment criteria as defined by ASC 280-10-50-1 based on the following:

•Engages in business activity from which the Company recognizes revenues and incurs     expenses.

•Operating results are regularly reviewed by the CODM to make decisions about resources.

•Discrete financial information is available on a combined basis.

Per ASC 280-10-50-11, GTI's operations, both pre-acquisition and today, are similar to that of the legacy operations of the Company based on the following:

•GTI's operations are predominately asset based dry-van truckload services.

•Freight services are provided predominately by company driver employees paid predominately by the amount of mileage a driver has driven.

•GTI provided freight services to twelve of the Company's top twenty-five customers prior to  the acquisition, and the Company had previously provided freight services to six customers in GTI's top twenty-five customers prior to the acquisition.

•Regional operating divisions operated out of regional office locations throughout the U.S. with centralized back office functions.

•Regional operating divisions operated out of regional shop locations throughout the U.S. to  maintain its fleet of revenue equipment.

•Similar variable and fixed cost structures.

•Similar methods used to provide for the transportation of freight, including the use of tractors, trailers, drivers, dispatching, billing, collections, and marketing.

•Regulation by the same federal and state regulatory bodies.

As part of the Company's disclosure surrounding the announcement of the GTI acquisition the Company disclosed that the full integration of the combined companies would be a three to four year process with the ultimate goal of having the combined Company operating with an operating ratio (operating expenses as a percentage of operating revenues) below 85.0%.  Alignment and synergies would be obtained through concentrated maintenance programs, optimizing staffing and locations, purchasing power, insurance and claims program, and yield management/dispatch efficiency.  Since the acquisition, the combined Company has been further aligned and managed based on the following operational functions:

•The combined Company's largest ongoing investment is revenue equipment (tractors and trailers) which was approximately 62% of consolidated total assets at September 30, 2014.  The CODM makes all revenue equipment purchasing and selling decisions on a combined basis based primarily on age of equipment regardless of which legacy fleet the equipment was associated with.

•All revenue equipment sale proceeds and new revenue equipment purchases are managed     centrally at the direction of the CODM.

•Treasury management was centralized immediately following the acquisition.  All legacy GTI debt was repaid prior to December 31, 2013.  In conjunction with the GTI acquisition, the Company entered into a line of credit agreement (the "Credit Agreement").  The Credit Agreement is managed centrally and provides support to the overall operations of the combined Company.

•The CODM reviews all revenue rate structures with customers.

•Immediately following the acquisition, the Company began performing combined rate reviews for customers that both legacy companies provided services to.  The CODM  has reviewed and approved these rate reviews. Since the acquisition, pricing on 21 of the combined Company's top twenty five customers has been reviewed and approved by the CODM.

•Revenue equipment and associated drivers are used interchangeably between legacy GTI contracted freight services and the Company's legacy contracted freight services to obtain operational efficiencies (i.e., legacy GTI drivers moving loads under a Heartland contract and legacy Heartland drivers moving loads under a legacy GTI contract).

•Revenue equipment is used interchangeably (i.e., tractors with GTI markings pulling trailers with Heartland markings and tractors with Heartland markings pulling trailers with GTI markings).

•The combined Company operates on one single information technology platform.

Based on the aforementioned factors and guidance in ASC 280-10-50, the Company determined it is appropriate to present one reportable segment at December 31, 2013 and as a result disclosure of revenues and operating profit of GTI is not required.  In future filings, the Company will clarify disclosure around our reportable segment.

Revenue and Expense Recognition, page F-9

2.   Please tell us and expand your revenue recognition policy to address how the Company recognizes revenue from the freight forwarding or brokerage services operations resulting from the GTI acquisition in fiscal year 2013.

Response:  Revenue recognition on freight brokerage services to third party carriers is consistent with the Company's revenue recognition. Revenue is recognized on a gross basis (i.e., before subtracting payments to third party carriers that haul the freight) when freight is delivered by the third party carrier.  Revenue derived from freight brokerage services was less than 1.0% of the Company's consolidated operating revenues for the fiscal year ended December 31, 2013, and approximately 3.0% of the Company's consolidated operating revenues for the six-months ended June 30, 2014.  The Company reported the Company's freight brokerage services revenue relating to freight brokered to third party carriers on an gross basis as a result of the following:

•The Company is the primary obligor in performing freight services to its customers regardless of whether a Company driver performs the services or if a contracted third party carrier performs the services.

•The Company establishes all pricing of freight services with its customers including loads that ultimately are brokered to third party carriers.

•The Company has multiple suppliers used in its brokerage business and has discretion to select the supplier to provide brokered freight services.

•The Company bills its customers for freight services regardless if certain freight is contracted to third party carriers.  Further, the Company assumes credit risk on collection of freight invoices covering freight services completed by a third party carrier.

•The Company has an obligation to pay its third party carrier regardless of collection of freight  invoice from the Company's customer and often pays its third party carriers prior to collection of an invoice from the Company's customer.

In future filings, the Company will expand the disclosure in the Significant Accounting Policies section of our 10-K filings to disclose that revenue associated with brokerage services is recognized on a gross basis and as freight is delivered, as the Company is the primary obligor.

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

Management's Discussion and Analysis, page 15

Results of Operations, page 17

3.  We note from your disclosure in the Results of Operations section of MD&A that operating revenue increased $183.0 million to $451.3 million for the six months ended June 30, 2014 from $268.3 million for the six months ended June 30, 2013.  As part of your discussion of the reasons for this increase in revenue, please explain to us, and revise to disclose, the amount of revenue recognized in 2014 attributable to your GTI acquisition, and the amount of revenue related to internal growth.

Response:  The Company acknowledges the Staff's comment and the Company's disclosure in the Results of Operations section of MD&A in the Company's 10-Q for the three and six month periods ended June 30, 2014 compared with the three and six month periods ended June 30, 2013.  The Company disclosed in MD&A, immediately prior to the period-to-period comparisons, that the Company acquired 100% of the outstanding

stock of GTI on November 11, 2013 and therefore the operating results of the Company for the three months and six months ended June 30, 2014 include the operating results of GTI whereas the comparable periods of 2013 do not include any operating results of GTI.

Based upon the discussion above in the Company’s response to the first SEC comment regarding segments, how the CODM post-acquisition oversees and manages the integrated business, how the CODM oversees and manages revenue growth, how the CODM allocates resources, the use of a single information technology platform for the integrated business, and the ongoing integration of GTI's operations, the Company does not expect to separately disclose revenues associated with internal growth versus revenue growth associated with the GTI acquisition.  In future filings, the Company will disclose material factors impacting increases and decreases in revenues.

In connection with responding to the Staff's comments, the Company acknowledges that:

•The Company is responsible for the adequacy and accuracy of the disclosure in the Company's filings;

•Staff comments, or changes to the Company's disclosures 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.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings.  Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 626-3600 or by fax at (319) 626-3619.

Sincerely,

/s/ John P. Cosaert

John P. Cosaert

Chief Financial Officer

cc: Mr. Michael J. Gerdin

Mr. Jer

October 22, 2014

Via E -mail
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
 Filed  March 3, 201 4
  File No. 0-15087
  Form 10 -Q for the Quarter Ended June 30, 2014
  Filed August 11, 2014
  File No. 0-15087

Dear  Mr. Cosaert :

We have reviewed your filing s 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 this letter within ten business days by providing the requested
information or by advi sing us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing the information you provi de in response to these comments, we may
have additional comments.

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

Financial Statements

Note 1.   Significant Accounting Policies, page F -7
Segment Information, page F -7

1. We note your disclosure that you have determined it appropriate to aggregate your
operating divisions into one reportable segment.   Please tell us the consideration given by
management in determining your reportable operating segments in light of the fisca l year
2013 acquisition of Gordon Trucking, Inc. (“GIT”) whereby it is noted that GTI operates

John P. Cosaert
Heartland Express, Inc.
October 22 , 2014
Page 2

 in a different region of the country, western United States, and that its operations include
temperature -controlled truckload and freight brokerage services, or non-asset based
operations .  We also note from GTI’s website that it appears to continue to operate as a
separate entity under the GTI name.   In this regard, please tell us how you considered
these characteristics of GTI’s operations in determining that it  is appropriate to present
one reportable segment at December 31, 2013.   Your response should address how you
identified the operating segments under ASC Topic 280 -10-50-1 and 280-10-50-3
through 50 and further, how you evaluated each of the aggregation cr iteria in ASC Topic
280-10-50-11.  Also, please identify for us the CODM and the individuals that report
directly to the CODM.   Additionally, please advise us of the amount of revenues and
operating profit for GTI for 2013 and for the nine months of 2014.

Revenue and Expense Recognition, page F -9

2. Please tell us and expand your revenue recognition policy to address how the Company
recognizes revenue from the freight forwarding or brokerage services operations resulting
from the GTI acquisition in fiscal year 2013.

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

Management’s Discussion and Analysis, page 15

Results of Operations, page 17

3. We note from your disclosures in the Results of Operations section of MD& A that
operating revenue increased $183.0 million to $451.3 million for the six months ended
June 30, 2014 from $268.3 million for the six months ended June 30, 2013.   As part of
your discussion of the reasons for this increase in revenue, please explain t o us, and
revise to disclose, the amount of revenue recognized in 2014 attributable to your GTI
acquisition, and the amount of revenue related to internal growth.

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;

John P. Cosaert
Heartland Express, Inc.
October 22 , 2014
Page 3

  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 financ ial statements and related
matters.  Please contact me at (202) 551 -3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

December 19 , 2013

Via E-Mail
Mr. John Cosaert
Chief  Financial  Officer
Heartland Express
901 North Kansas Avenue
North Liberty, IA 52317

Re: Heartland Express
 Form 10-K for Fiscal Year E nded December 31, 2012
Filed March 1 , 2013
 File No.  000-15087

Dear  Mr. Cosaert :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not ass ert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to b e certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
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		SEC 12.10.13 Comment Letter Response

December 13, 2013

VIA EDGAR AND EMAIL TRANSMISSION TO SIMPSONE@SEC.GOV

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:

 Ms. Linda Cvrkel, Branch Chief

 Ms. Effie Simpson, Staff Accountant

Re:

 Securities and Exchange Commission (“SEC”) Comment Letter dated December 10, 2013 regarding Heartland Express, Inc. Form 10-K for the fiscal year ended December 31, 2012 filed March 1, 2013, File No. 000-15087

Dear Ms. Cvrkel and Ms. Simpson:

The following is in response to the comments and requests we received from the staff of the Division of Corporation Finance (the "Staff") of the SEC, dated December 10, 2013, related to our 2012 Form 10-K.  We have today electronically filed with the SEC this response to your letter.  A courtesy copy of the filing has been forwarded to Ms. Simpson via email transmission at the email address listed above.  For your convenience, we have included the text of the Staff's comments from the SEC comment letter in bold immediately followed by the Company's response.

Annual Report on Form 10-K for the year ended December 31, 2012

Contractual Obligations and Commercial Commitments, page 25

1.

  We note that the amount of your obligations for unrecognized tax benefits as of December 31, 2012 as disclosed in the table on page 25 or $23.1 million does not agree to the amount reflected in the table in Note 4 on page F-15 of $15.7 million. Please reconcile and revise these disclosures.

Response:  The unrecognized tax benefits included in the table in Note 4 on page F-15 of $15.7 million represents only the amount of income tax associated with unrecognized tax benefits as of December 31, 2012.  Accrued penalties and interest are not included in this tabular presentation but are included in the narrative disclosures included in Note 4 on page F-14.  The amount of obligations for unrecognized tax benefits as of December 31, 2012, as disclosed in the Contractual Obligations and Commercial Commitments table on page 25, or $23.1 million, is the same amount of income tax associated unrecognized tax benefits, or $15.7 million, and the associated accrued penalties and interest of $7.4 million disclosed in Note 4 on page F-15.  The total estimated future cash payments includes unrecognized tax benefits plus associated accrued penalties and interest.  Accrued penalties and interest is included in the narrative disclosures immediately following the Contractual Obligations and Commercial Commitments table included on page 25.

In future filings, the Company will expand the disclosure in the footnotes to the Company's Contractual Obligations and Commercial Commitments table.  Footnote disclosure will include a reconciliation of the total unrecognized tax obligation and the amount of associated accrued penalties and interest included in the estimated future cash payment obligation for unrecognized tax benefits.

Quarterly Report on Form 10-Q for the Quarter ended September 30, 2013

Note 6. Property, Equipment and Depreciation, page 9

2.   We note the disclosure in Note 6 which indicates that effective July 1, 2013, the Company adjusted its depreciation estimate for tractors to the 125% declining balance method from the 150% declining balance method to better reflect the estimated trade value of the tractors at the estimated trade date as well as better match the expense of tractor ownership with a tractors declining value over the estimated useful life of the asset.  We also note that as a result of this change, operating income increased and depreciation expense increased by approximately $2.1 million during the three and nine months ended September 30, 2013.  Please revise to also disclose the effect of this change in estimate on your earnings per share.  Refer to the disclosure requirements outlined in ASC 250-10-4.

Response:  To clarify the Staff's comment, as disclosed in Note 6, changing to the 125% declining balance method increased operating income and decreased depreciation expense for the three and nine months ended September 30, 2013.  We considered the earnings per shares impact and the fact that there was no impact to the earnings per share trend and concluded it was immaterial to the three and nine months ended September 30, 2013.  In future filings, the Company will expand the disclosure for this change in estimate to include the respective effect of the change in estimate on earnings per share in accordance with ASC 250-10-50-4.

Report on Form 8-K dated November 11, 2013

3.

 We note from the disclosure in your report on Form 8-K dated November 11, 2013 that the Company entered into a stock purchase agreement on November 11, 2013 to acquire all of Gordon Trucking Inc.’s outstanding common stock for total consideration in the amount of $285 million.  As the purchase price for this acquisition transaction represents approximately 60% of your total assets as of the end of your most recently completed year, it appears that audited financial statements and pro forma financial information are required to be provided for this entity pursuant to Rules 3-05 and 11-01 of Regulation S-X.  Please confirm that you plan to provide the required financial statements and pro forma financial information in an amendment to your report on Form 8-K as required by Rule 3-05 are 11-01 of Regulation S-X.

Response:  The Company does plan on filing the required financial statements and pro forma financial information in an amendment to our report on Form 8-K as required by Rule 3-05 and 11-01 of Regulation S-X within the required 71 calendar days after the initial Form 8-K relating to the business combination was required to be filed.

In connection with responding to the Staff's comments, the Company acknowledges that:

•The Company is responsible for the adequacy and accuracy of the disclosure in the Company's filings;

•Staff comments, or changes to the Company's disclosures 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.

The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings.  Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 626-3600 or by fax at (319) 626-3619.

Sincerely,

/s/ John P. Cosaert

John P. Cosaert

Chief Financial Officer

cc: Mr. Michael J. Gerdin

Mr. Jerry Borowick, KPMG LLP

Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

December 10 , 2013

Via E-Mail
Mr. John Cosaert
Chief  Financial  Officer
Heartland Express
901 North Kansas Avenue
North Liberty, IA 52317

Re: Heartland Express
 Form 10-K for Fiscal Year E nded December 31, 2012
Filed March 1 , 2013
 File No.  000-15087

Dear  Mr. Cosaert :

We have reviewed your filing  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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us w hen you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in res ponse to these  comments, we may
have additional comments.

Annual Report on Form 10 -K for the year ended December 31, 2012
Contractual Obligations and Commercial Commitments, page 25

1. We note that the amount of your obligations for unrecognized tax benefits as of
December 31, 2012 as disclosed in the table on page 25 or $23.1 million does not agree
to the amount reflected in the table in Note 4 on page F -15 of $15.7 million. Please
reconcile and revise these disclosures.

Quarterly Report on Form 10 -Q for the Quarter ended September 30, 2013
Note 6. Property, Equipment and Depreciation, page 9

2. We note the disclosure in Note 6 which indicates that effective July 1, 2013, the
Company adjusted its depreciation estimate for tractors to the 125% declining  balance
method from the 150% declining balance method to better reflect the estimated trade

Mr. John Cosaert
Heartland Express
December 10 , 2013
Page 2

 value of the tractors at the estimated trade date as well as better match the expense of
tractor ownership with a tractors declining value over the estimated usefu l life of the
asset. We also note that as a result of this change, operating income increased and
depreciation expense increased by approximately $2.1 million during the three and nine
months ended September 30, 2013.  Please revise to also disclose the ef fect of this
change in estimate on your earnings per share. Refer to the disclosure requirements
outlined in ASC 250 -10-4.

Report on Form 8 -K dated November 11, 2013

3. We note from the disclosure in your report on Form 8 -K dated November 11, 2013 that
the Company entered into a stock purchase agreement on November 11, 2013 to acquire
all of Gordon Trucking Inc.’s outstanding common stock for total consideration in the
amount of $285 million. As the purchase price for this acquisition transaction represents
approximately 60% of your total assets as of the end of your most recently completed
year, it appears that audited financial statements and pro forma financial information are
required to be provided for this entity pursuant to Rules 3 -05 and 11 -01 of Regu lation S -
X. Please confirm that you plan to provide the required financial statements and pro
forma financial information in an amendment to your report on Form 8 -K as required by
Rule 3 -05 are 11 -01 of Regulation S -X.

We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure
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 possess ion 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 p rovide, in writing, a statement
from the company acknowledg ing that:

 the company is responsible for the adequacy and accuracy of 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; a nd

 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.

Mr. John Cosaert
Heartland Express
December 10 , 2013
Page 3

 You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

Mail Stop 3561         June 2, 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 completed our review of your Form 10-K noted above and do  not, at this time,
have any further comments.

Sincerely,

Linda Cvrkel

CORRESP
1
filename1.htm

      WebFilings | EDGAR view

      May 21, 2010

         VIA EDGAR AND EMAIL TRANSMISSION TO SIMPSONE@SEC.GOV

         Division of Corporation Finance

         United States Securities and Exchange Commission

         100 F Street, N.E.

         Washington, D.C. 20549-3561

                     Attention:

                     Ms. Linda Cvrkel, Branch Chief

                     Ms. Effie Simpson, Staff Accountant

                     Re:

                     Securities and Exchange Commission (“SEC”) Comment Letter dated May 7, 2010 regarding Heartland Express, Inc. Form 10-K for the fiscal year ended December 31, 2009 filed February 24, 2010, File No. 0-15087

         Dear Ms. Cvrkel and Ms. Simpson:

         The following is in response to the comments and requests we received from the staff of the Division of Corporate Finance (the "Staff") of the SEC, dated May 7, 2010, related to our 2009 Form 10-K. We have today electronically filed with the SEC this response to your letter. A courtesy copy of the filing has been forwarded to Ms. Simpson via email transmission at the email address  listed above.  For your convenience, we have included the text of the Staff's comments from the SEC comment letter in bold immediately followed by the Company's response.

         1.  We note your section on critical accounting policies. It appears that the items included in this section are a mere repetition of the information in your Summary of Significant Accounting Policies. Pursuant to FR-60, this section is intended to focus on the sensitivity aspects of your critical accounting policies, that is, the likelihood that materially different amounts would be reported under different conditions or assumptions. In making disclosure under FR-60, registrants need not repeat information that is already included 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 significant estimates and assumptions used by management that are associated with each of these areas in your critical accounting policies.

         Response: In future filings, the Company will expand the disclosure in the Critical Accounting Policies section of our 10-K filings to discuss significant estimates and assumptions used by management in respect to each of the critical accounting policies identified. Further, should there be significant changes in Critical Accounting Policies during 2010 we will expand the disclosure in our quarterly filings on Form 10-Q.

         2. We suggest that you include in this section your discussion of investments, which is currently included in the liquidity section, 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.

         Response: In future filings, the Company will expand the disclosure in the Critical Accounting Policies

         section to include discussion of investments including our methods and significant inputs used in estimating fair value based on internal cash flow modeling. In addition we will incorporate the Staff's comments detailed in comment 5 below.  Further, should there be significant changes in the input factors during 2010 we will expand the disclosure in our quarterly filings on Form 10-Q.

         The following sensitivity analysis will also be included in future filings:

         “The Company performs an internal cash flow analysis to estimate fair value of ARS using inputs determined based on management's consideration of its own internal considerations as well as information derived from other publicly available third party sources. The Company also obtains estimated fair value of ARS from third party financial advisors. All of this information is considered when determining the estimated fair value of these instruments as recorded in the consolidated financial statements. The Company's discounted cash flow approach requires the use of multiple input factors including an estimated rate of return, base discount rate, and a liquidity discount rate to reflect the current lack of liquidity of ARS in capital markets due to auction failures. We understand that models employed by the Company's third party financial advisors are also subject to changes in similar input factors.  As such, the estimated fair value of ARS is subject to change based on significant changes to the underlying input factors.  The following table summarizes estimated changes to fair value of ARS based on changes to underlying input factors in the Company's internal cash flow models as of June 30, 2010.

                     Impact on Fair Value of ARS

                     ± 50 basis points in rate of return

                     ± 50 basis points in discount rate

                     ± 50 basis points in liquidity discount rate

                     ”

         3.  In addition, we believe you should expand the Section on revenue equipment 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.

         Response: The Company entered into a purchase commitment with an equipment supplier in 2008. The tractor fleet upgrade was commenced in late 2008 through the end of 2009 and would be performed on a one-to-one basis (i.e. one tractor traded for every new tractor acquired). The trade values of old tractors and the purchase price of new tractors were set as part of this commitment in 2008. Trade values are part of fleet upgrade negotiations, as the Company does not have guaranteed trade values at the time new equipment is acquired. The Company first disclosed the purchase commitment in the quarterly report on Form 10-Q for the period ended September 30, 2008.

         Throughout the third and fourth quarters of 2008 the Company began experiencing negative trends in general freight levels which were due in part to overall broader U.S. economic conditions. As these negative trends in freight levels and general economic conditions intensified throughout the latter part of 2008, the values of used equipment declined. It became apparent to management that due to the negative impacts on used equipment values, the Company's existing depreciation methodology would not result in a proper matching of the costs and benefits of operating the equipment and the net book value of newly acquired tractors at the end of the estimated useful life of such tractors potentially could exceed the market value at time of disposition.  Therefore, the Company made a change in estimate to more accurately reflect the realized value of the newly acquired tractors over

         the estimated useful life of the equipment.

         In future filings, the Company will expand the disclosure in the Critical Accounting Policies section to discuss changes in economic conditions that result in changes to the Company's significant accounting policies regarding revenue equipment.

         4.  We note from the discussion in the Risk Factors section of the Company'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 equipment 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 maintenance costs if management decides to extend the use of revenue equipment in a depressed market. Given the increased supply of revenue equipment that existed during 2009 as noted above, which would be expected to result in a decline in the market value of used revenue equipment and any related gains recognized during 2009, please tell us and expand MD&A in future filings to explain 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.

         Response: As discussed in item 3 above, the Company entered into a purchase commitment with the equipment supplier in 2008. The tractor fleet upgrade was commenced in late 2008 and continued through the end of 2009 and was performed on a one-to-one basis (i.e. one tractor traded for every new tractor acquired). The trade values of old tractors and the purchase price of new tractors were set as part of this commitment in 2008.

         Negative trends in freight levels and general economic conditions began in the second half of 2008 and intensified in 2009, which negatively impacted the value of used equipment. Because the trade-in values of equipment to be traded in 2009 were contractually established in 2008, prior to the decline in used equipment values, the Company was not significantly impacted by the risk factors reported.

         Additionally the magnitude of the change of the gains on disposal of property and equipment was primarily attributed to the Company trading significantly more tractors in 2009 than it did in 2008. In future filings, the Company will expand the discussion regarding the gains (losses) on disposal of equipment.

         5.  We note from the disclosures included on page F-11 that the ranges of certain assumptions 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 future disclosure to describe the facts and circumstances that resulted in the significant changes in the ranges of these assumptions.

         Response: The Company utilizes information obtained from third party financial advisors as well as other publicly available third party sources to determine the rate of return, discount rate, and liquidity discount rate used in internally developed discounted cash flow models.  The overall changes in each of the input factors between December 31, 2008 and December 31, 2009, were the result of significant movements in these inputs due to overall market conditions that existed as of each of the measurement dates and collectively improved the fair value of ARS investments throughout 2009 as capital markets stabilized.

         In future filings, the Company will include further disclosure of significant changes in the factors used by the Company in internal cash flow modeling to estimate the fair value of ARS in conjunction with estimated fair values received from third party financial advisors.

         In connection with responding to the Staff's comments, the Company acknowledges that:

                     The Company is responsible for the adequacy and accuracy of the disclosure in the Company's filings;

                     Staff comments, or changes to the Company's disclosures 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.

         The Company appreciates your assistance in the Company's compliance with applicable disclosure requirements and enhancing the overall disclosures in the Company's filings. Should you have any questions or comments regarding the Company's responses, please contact me by phone at (319) 626-3600 or by fax at (319) 626-3619.

         Sincerely,

         /s/ John P. Cosaert

         John P. Cosaert

         Chief Financial Officer

         cc: Mr. Russell A. Gerdin

         Mr. Sean Vicente, KPMG

         Ms. Heidi Hornung-Scherr, Scudder Law Firm, P.C., L.L.O.

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

Mail Stop 3561
       June 12, 2008   John P. Cosaert Chief Financial Officer Heartland Express, Inc. 901 North Kansas Avenue  North Liberty, IA 52317

Re: Heartland Express, Inc.
 Form 10-K for the fiscal year ended December 31, 2007
Filed February 28, 2008
  File No. 000-15087
Dear Mr. Cosaert:

 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
         S i n c e r e l y ,           L i n d a  C v r k e l         B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 5, 2008

VIA EDGAR AND FAX TRANSMISSION (202) 772-9202

Linda Cvrkel
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549-3561

     Re: Securities and Exchange Commission ("SEC") Comment Letter dated May 22,
     2008 regarding Heartland Express,  Inc. Form 10-K for the fiscal year ended
     December 31, 2007, File No. 000-15087

Dear Ms. Cvrkel:

The  following is in response to the comments  and requests for  information  in
your  letter  dated May 22,  2008  related to our 2007 Form 10-K.  We have today
electronically  filed with the SEC this response to your letter. A courtesy copy
of the filing has been forwarded to Ms. Yu via facsimile transmission at the fax
number listed above.

     1.   We note from your consolidated  statements of cash flows that you have
          presented purchases and sales of municipal bonds and other investments
          on a net  basis in your  consolidated  statements  of cash  flows.  In
          future  filings,   please  revise  to  present   purchases  sales  and
          maturities  of  investments  on a gross  basis  in  your  consolidated
          statement of cash flows as required by paragraph 18 of SFAS No. 115.

          Response:  We note the Staff's comment  regarding gross basis of sales
          and maturities of investments  in the  consolidated  statement of cash
          flows pursuant to paragraph 18 of SFAS No. 115. We respectfully submit
          that the Company has  presented  purchases,  sales and  maturities  of
          investments  on a net basis per guidance,  under  paragraph 13 of SFAS
          No. 95, which states,  "Items that qualify for net  reporting  because
          their turnover is quick, their amounts are large, and their maturities
          are short are cash receipts and payments pertaining to (a) investments
          (other than cash  equivalents),  (b) loans  receivable,  and (c) debt,
          providing  that the  original  maturity of the asset or  liability  is
          three   months  or  less."  The  Company  has   determined   that  net
          presentation   is  more  meaningful  to  investors  as  the  Company's
          investments  consist of auction rate  securities  which  typically are
          bought and sold every 35 days. The Company's historical  participation
          in  auctions  every 35 days  equates  to an  annual  turn-over  of the
          Company's  investment portfolio  approximately 10 times annually.  The
          Company  believes that net  increases and decreases to the  investment
          portfolio  and  not  the  gross   increases  and  decreases  are  more
          beneficial  to  investors  based  on the  underlying  activity  of the
          Company's investments.

<PAGE>

     2.   We note  from  the  disclosures  provided  in  Notes 2 and 4 that  the
          Company  adopted  SAB  108 by  recording  a $15.9  million  cumulative
          adjustment  to retained  earnings  during the year ended  December 31,
          2006 to record a  previously  unrecorded  state  income  tax  exposure
          liability  of $11.8  million and related  increase in the deferred tax
          liability of $4.1 million. We also note from the disclosures  provided
          that the amount  recorded  pertains to potential state tax liabilities
          for the years 1996 through  2005 and the impact on deferred  taxes for
          those same years. We also note from your disclosures that these errors
          were  considered  immaterial  under the Company's  previous  method of
          evaluating misstatements.

          Please  tell us and  expand  future  filings  to  disclose  the method
          previously utilized to evaluate misstatements prior to the adoption of
          SAB 108.  Also,  please  provide us with an  analysis  indicating  the
          dollar amounts of the  misstatements  that existed with respect to the
          various   periods  that  were   misstated   along  with   managements'
          materiality analysis of the misstatements prior to the adoption of SAB
          108. We may have further comment upon receipt of your response.

          Response:  Prior to the adoption of Staff Accounting Bulletin No. 108,
          "Considering the Effects of Prior Year  Misstatements when Quantifying
          Misstatements in Current Year Financial  Statements,"  ("SAB 108") the
          Company used the income statement,  "rollover"  approach to evaluating
          misstatements.  In using the rollover approach, the Company quantified
          the misstatement  based on the amount of the error  originating in the
          current year  consolidated  statement of operations  and thus ignoring
          the effect of correcting the portion of the current year  consolidated
          balance sheet misstatement that originated in prior years. The Company
          will  incorporate  the  following  disclosure  in the footnotes to the
          consolidated  financial statements in future filings in which the 2006
          financial statements are presented:

               "In September 2006, the SEC issued Staff Accounting  Bulletin No.
               108,  Considering  the Effects of Prior Year  Misstatements  when
               Quantifying  Misstatements  in Current Year Financial  Statements
               (SAB 108),  to  address  diversity  in  practice  in  quantifying
               financial statement misstatements.  SAB 108 requires an entity to
               quantify misstatements using a balance sheet and income statement
               approach  and to  evaluate  whether  either  approach  results in
               quantifying  an error  that is  material  in  light  of  relevant
               quantitative  and qualitative  factors.  Prior to the adoption of
               SAB 108 the  Company  quantified  misstatements  using the income
               statement  approach  whereby errors were quantified  based on the
               amount of the error  originating in the current year consolidated
               statement  of  operations   and  thus  ignoring  the  effects  of
               correcting the portion of the current year  consolidated  balance
               sheet  misstatement  that originated in prior years.  SAB 108 was

<PAGE>

               effective as of the beginning of the Company's  2006 fiscal year,
               allowing a one-time transitional  cumulative effect adjustment to
               retained  earnings as of January 1, 2006 for errors that were not
               previously  deemed material,  but are material under the guidance
               in SAB 108. The Company adopted the provisions of SAB No. 108 and
               recorded a $15.9 million cumulative  adjustment to the January 1,
               2006 retained  earnings for a previously  unrecorded state income
               tax exposure  liability and related  deferred tax liability.  The
               amount   recorded   pertains  to   potential   state  income  tax
               liabilities  for the years  1996  through  2005 and the impact on
               deferred tax liabilities for those same years.  These errors were
               considered   immaterial  under  the  Company's   previous  income
               statement method of evaluating misstatements."

          Management's materiality assessment

          The  Company   has  used  the   guidance  as  set  forth  in  SAB  99,
          "Materiality" in assessing the materiality by period.  Quantitatively,
          the following table sets forth the key considerations:

Quantitative Analysis
(amounts in 000's except per share amounts)  2006          2005          2004
Net income as reported                      87,171        71,905        62,447
Weighted average shares outstanding         98,359        99,125        100,000
Earnings per share as reported               0.89          0.73          0.62
Rollover error impact                          171        (2,169)        (2,793)
Adjusted net income                         87,342        69,736         59,654
% of misstatement to amounts reported        0.2%          3.0%           4.5%
Adjusted earnings per share                  0.89          0.70           0.60

          Years  prior  to  2004  were  deemed  to  be  less  important  in  our
          considerations as they were no longer included in our annual report on
          Form  10-K  and  given  the  nature  of  the   misstatements  and  its
          relationship  to  earnings,  would  not be  expected  to  result  in a
          conclusion  different than that reached for the years ended 2004, 2005
          and 2006.

          The following tables summarize the quantitative considerations for the
          respective  quarters (amounts in $000's except per share information).
          The rollover impact of the  misstatement was allocated to the quarters
          based on  pre-tax  earnings  for the  respective  quarters  given  the
          relationship to earnings:

2006
(amounts in 000's except
 per share amounts)          Q1         Q2         Q3         Q4     Fiscal Year
Net income                 19,740     24,772     23,011     19,648     87,171
Weighted average shares    98,429     98,429     98,331     98,252     98,359
EPS                         0.20       0.25       0.23       0.20       0.89
Adjusted net income        19,779     24,821     23,056     19,687     87,342
Change % of net income      0.2%       0.2%       0.2%       0.2%       0.2%
Adjusted EPS                0.20       0.25       0.23       0.20       0.89

<PAGE>
2005
(amounts in 000's except
 per share amounts)          Q1         Q2         Q3         Q4     Fiscal Year
Net income                 15,094     17,630     17,542     21,639     71,905
Weighted average shares   100,000     99,833     98,429     98,429     99,125
EPS                         0.15       0.18       0.18       0.22       0.73
Adjusted net income        14,639     17,098     17,013     20,986     69,736
Change % of net income      3.0%       3.0%       3.0%       3.0%       3.0%
Adjusted EPS                0.15       0.17       0.17       0.21       0.70

2004
(amounts in 000's except
 per share amounts)           Q1        Q2         Q3         Q4     Fiscal Year
Net income                  13,122    15,700     17,070     16,555     62,447
Weighted average shares    100,000   100,000    100,000    100,000    100,000
EPS                          0.13      0.16       0.17       0.17       0.62
Adjusted net income         12,534    15,002     16,305     15,813     59,654
Change % of net income       4.5%      4.4%       4.5%       4.5%       4.5%
Adjusted EPS                 0.13      0.15       0.16       0.16       0.60

          The concept of materiality can not be limited only to the quantitative
          considerations above, and the Company considered certain,  qualitative
          factors to be equally  relevant in our  consideration  of materiality.
          Those qualitative considerations are discussed below, and represent an
          important   part  of  our  overall   conclusion   as  to  whether  the
          misstatements   were  material  to  any  of  the  periods   presented.
          Qualitative  factors considered were the following (SAB 99 qualitative
          guidance shown in italics):

          o    Whether  the  misstatements  mask a change in  earnings  or other
               trends.  Per the analysis above, the misstatement does not change
               net  income  to  net  loss  in any  period  presented,  and  more
               importantly,  as this  adjustment  was  limited to income  taxes,
               there is no impact on operating  income,  expense ratios or other
               meaningful  measures  on which we would  expect  an  investor  or
               analysts would assess our financial results.  In addition,  these
               misstatements  do not result in material  adjustments to earnings
               per share (EPS) or the effective tax rate.
          o    Whether the  misstatement  arises from an item capable of precise
               measurement  or whether it arose from an estimate and, if so, the
               degree of imprecision inherent in the estimate. Due to the nature
               of the  misstatements  related to potential state tax liabilities
               for filing  positions  taken, the misstatement was not able to be
               measured  with  precise   measurement.   The  liability  recorded
               represents   management's   best  estimate  based  on  facts  and
               conditions  known to the  Company  at the time of the  respective
               filings.
          o    Whether the  misstatement  concerns a segment or other portion of
               the  registrant's  business that  has been identified  as playing
<PAGE>

               significant role in the registrant's operations or profitability.
               The  misstatements  do not concern any particular  segment as the
               Company  operates in one segment as disclosed in the footnotes to
               the Company's financial statements.
          o    Whether the misstatement affects the registrant's compliance with
               regulatory  requirements  or  compliance  with loan  covenants or
               other contractual  requirements.  The Company is not aware of any
               such regulatory or contractual  requirements and did not have any
               debt outstanding during the periods presented.
          o    Whether   the   misstatement   has  the   effect  of   increasing
               management's   compensation   -  for   example,   by   satisfying
               requirements for the award of bonuses or other forms of incentive
               compensation.  The  Company  has not had any  material  forms  of
               incentive  compensation  for management that has been attached to
               or  derived  from  operating  results  and  therefore  management
               compensation was not affected by the misstatement.
          o    Whether the  misstatement  involves  concealment  of any unlawful
               transaction.  The  misstatement  does not  conceal  any  unlawful
               transaction.

          No  other   qualitative   considerations   were   identified   in  our
          consideration of materiality of the misstatements identified.

Misstatement analysis

Based on  consideration  of the qualitative and  quantitative  factors set forth
above,  the  Company  concluded  that the  impact  of the  misstatement  was not
material to any of the periods during the years ended December 31, 2004, 2005 or
2006 under the rollover  method  employed in evaluating  misstatements  in years
prior  to the  adoption  of SAB  108.  As a  result,  the  Company  applied  the
provisions  of SAB 108 and  recorded  an  adjustment  to 2006  opening  retained
earnings to reflect the liability as determined.

In connection with our response to your comments, the Company acknowledges that:

     o    The  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the Company's filings;

     o    Staff comments, or changes to the Company's disclosures in response to
          Staff comments, do not foreclose the Commission from taking any action
          with respect to the filing; and

     o    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.

The  Company  appreciates  your  assistance  in the  Company's  compliance  with
applicab

Mail Stop 3561        May 22, 2008  UVia Fax & U.S. Mail

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

Re: Heartland Express, Inc.
 Form 10-K for the fiscal year ended December 31, 2007
Filed February 28, 2008
  File No. 000-15087
Dear Mr. Cosaert:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revi sion is unnecessary.  Please be as detailed
as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disc losure 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 ma y have about our comments or 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 will be complied with, or, if
certain of the comments are deemed inappr opriate, advise the st aff of your reason.
Your response should be submitted in elec tronic form, under the label “corresp” with
a copy to the staff.  Please res pond within ten (10) business days.

John P. Cosaert
Heartland Express, Inc. May 22, 2008 Page 2

Form 10-K for the fiscal year ended December 31, 2007

Consolidated Statements of Cash Flows

1. We note from your consolidated statements of cash flows that you have presented purchases and sales of muni cipal bonds and other investments on a
net basis in your consolidated statemen ts of cash flows. In future filings,
please revise to present purchases sale s and maturities of investments on a
gross basis in your consolidated st atement of cash flows as required by
paragraph 18 of SFAS No.115.
  Consolidated Statements of Stockholders’ Equity

Note 2. Adopted Accounting Pronouncements
Note 4. Income Taxes
 2. We note from the disclosures provided  in Notes 2 and 4 that the Company
adopted SAB 108 by recording a $15.9 million cumulative adjustment to retained earnings during the year ended December 31, 2006 to record a previously unrecorded state income  tax exposure liability of $11.8 million
and a related increase in the deferre d tax liability of $4.1 million. We also
note from the disclosures provided that  the amount recorded pertains to
potential state tax liabilities for the years 1996 through 2005 and the impact
on deferred taxes for those same years. We also note from your disclosures that these errors were considered im material under the Company’s previous
method of evaluating misstatements.

Please tell us and expand future filings to disclose the method previously utilized to evaluate misstatements prior to the adoption of SAB 108. Also,
please provide us with an analysis indicating the dolla r amounts of the
misstatements that existed with respec t to the various periods that were
misstated along with managements’ materi ality analysis of the misstatements
prior to the adoption of SAB 108. We may have further comment upon
receipt of your response.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that  the filing includes all information required

John P. Cosaert
Heartland Express, Inc. May 22, 2008 Page 3

under the Securities Exchange Act of 1934 and that they have provided all
information investors require for an in formed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy 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 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 proceeding initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advi sed that the Division of Enforcement has access to
all information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.

  You may contact Jean Yu at (202) 551-3305 or myself at  (202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,

Linda Cvrkel Branch Chief