Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GERDIN RUSSELL A
  2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [HTLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2006
(Street)

 
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 08/08/2006   J(1)   4,000,000 D $ 0 21,422,184 D (2)  
COMMON STOCK 08/08/2006   J(1)   4,000,000 A $ 0 16,015,837 I (3) BY TRUST
COMMON STOCK               1,500,841 I (4) BY TRUST

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GERDIN RUSSELL A

 
  X     CHIEF EXECUTIVE OFFICER  

Signatures

 RUSSELL A GERDIN   08/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) ITEM 3. Transaction Code Shares transferred to grantor retained annuity trusts for the benefit of Russell and Ann Gerdin. A Third party serves as trustee. Beneficial ownership is disclaimed.
(2) ITEM 7. Nature of Indirect Beneficial Ownership Shares owned by the revocable trust of the reporting person over which the reporting person serves as trustee.
(3) ITEM 7. Nature of Indirect Beneficial Ownership Shares held by a grantor retained annuity trust for the benefit of the reporting person and his spouse. A third party serves as trustee. Beneficial ownership is disclaimed.
(4) ITEM 7. Nature of Indirect Beneficial Ownership Gerdin Family Investments, LP (the "Limited Partnership") owns a voting trust certificate representing 1,500,841 shares of Heartland Express, Inc. common stock. Mr. Gerdin is the general partner of the Limited Partnership. Although th entire number of shares controlled by the Limited Partnership is disclosed herein (as permitted by SEC rules), Mr. Gerdin disclaims beneficial ownership of shares in excess of the number attributable to his ownership interest. Mr. Gerdin is not the voting trustee and has no power to vote the shares in which the Limited Partnership has an interest.

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