SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                    Under the Securities Exchange Act of 1934

                                 AMENDMENT NO. 2

                             HEARTLAND EXPRESS, INC
                                (Name of Issuer)

                                  COMMON STOCK
 -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   422347 10 4
 -------------------------------------------------------------------------------
                                 (CUSIP Number)

                                Russell A. Gerdin
                             901 North Kansas Avenue
                             North Liberty, IA 52317
                            Telephone: (319) 626-3600
                            Facsimile: (319) 626-3355
      --------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                 With a copy to:

                               Mark Scudder, Esq.
                         Scudder Law Firm, P.C., L.L.O.
                        411 South 13th Street, 2nd Floor
                                Lincoln, NE 68508


                                  July 11, 2007
    -------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this schedule  because of sections  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934,  as  amended  (the  "Exchange  Act") or  otherwise  subject  to the
liabilities  of that  section  of the  Exchange  Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).







CUSIP NO.: 422347 10 4








---  ---------------------------------------------------------------------------
1.   Names of Reporting  Persons.  I.R.S.  Identification  Nos. of above persons
     (entities only)

     Russell A.  Gerdin,  individually  and as trustee of the  Russell A. Gerdin
     Revocable  Trust and Mrs.  Gerdin's  GRATS  (as  defined  below)
---  ---------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (See Instructions)
                                                                  (a)[ ]
                                                                  (b)[X]
---  ---------------------------------------------------------------------------
3.   SEC USE ONLY
---  ---------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

     OO
---  ---------------------------------------------------------------------------
5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e)
                                                                     [ ]
---  ---------------------------------------------------------------------------
6.   Citizenship or Place of Organization

     United States of America
-----------------------------  ---  --------------------------------------------
Number of                       7.  Sole Voting Power
Shares Beneficially
Owned by Each                       24,412,899 (1) (2)
Reporting                      ---  --------------------------------------------
Person with                     8.  Shared Voting Power

                                    0
-----------------------------  ---  --------------------------------------------
                                9.  Sole Dispositive Power

                                    30,150,830 ((3)) (4)
-----------------------------  ---  --------------------------------------------
                               10.  Shared Dispositive Power

                                    0
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     30,150,830((3))((4))
---  ---------------------------------------------------------------------------
12.  Check if the  Aggregate  Amount in Row (11)  Excludes  Certain  Shares (See
     Instructions)
                                                                     [ ]
---  ---------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

     31.4%((5))
---  ---------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

     IN
---  ---------------------------------------------------------------------------
(1)  Comprised of (i)  16,412,899  shares of Common  Stock,  par value $0.01 per
     share ("Common Stock"), of Heartland Express,  Inc. (the "Issuer") owned by
     the Russell A. Gerdin Revocable Trust ("Mr. Gerdin's Revocable Trust"); and
     (ii)  8,000,000  of the shares of Common  Stock  owned by grantor  retained
     annuity trusts  established by Mr.  Gerdin's  spouse for the benefit of Mr.
     and Mrs. Gerdin's children ("Mrs.  Gerdin's GRATS").  As the trustee of Mr.
     Gerdin's  Revocable  Trust,  Mr.  Gerdin  holds the sole  power to vote and
     dispose of the shares owned by the trust and may amend,  modify,  or revoke
     the trust at any time. As the trustee of Mrs.  Gerdin's  GRATS,  Mr. Gerdin
     has voting power over 8,000,000 of the shares owned by Mrs. Gerdin's GRATS.

(2)  Does not  include  6,078,077  shares  of Common  Stock  owned by the Ann S.
     Gerdin  Revocable Trust.  Ann Gerdin,  Mr. Gerdin's spouse,  holds the sole
     power to vote and  dispose of such  shares as the  trustee of the trust and
     may amend, modify, or revoke the trust at any time.

(3)  Comprised of (i) 16,412,899  shares of Common Stock owned by the Russell A.
     Gerdin Revocable Trust;  (ii) 1,936,276 shares of Common Stock  represented
     by voting trust certificates which are owned by Gerdin Family  Investments,
     LP  ("GFI");  and (iii)  11,801,655  shares of Common  Stock  owned by Mrs.
     Gerdin's  GRATS.  As the general partner of GFI, Mr. Gerdin has dispositive
     power over the shares  represented  by voting trust  certificates  owned by
     GFI, but neither Mr. nor Mrs. Gerdin has voting power over such shares.  As
     the trustee of Mrs.  Gerdin's GRATS, Mr. Gerdin has dispositive  power over
     all of the shares  owned by Mrs.  Gerdin's  GRATS but has voting power over
     only 8,000,000 of such shares.  Mrs. Gerdin does not have voting power over
     any of the shares owned by Mrs. Gerdin's GRATS.

(4)  Does not  include  6,078,077  shares  of Common  Stock  owned by the Ann S.
     Gerdin  Revocable Trust; or (ii) 2,462,661 shares owned by grantor retained
     annuity  trusts  established  by Mr. Gerdin for the benefit of Mr. and Mrs.
     Gerdin's children ("Mr.  Gerdin's  GRATS").  As the trustee of Mr. Gerdin's
     GRATS,  Mrs.  Gerdin has  dispositive  power  over the shares  owned by Mr.
     Gerdin's  GRATS but neither Mr. nor Mrs.  Gerdin has voting power over such
     shares.

(5)  Based on 96,157,633 shares of Common Stock outstanding as of June 30, 2008.






CUSIP NO.: 422347 10 4


---  ---------------------------------------------------------------------------
1.   Names of Reporting  Persons.  I.R.S.  Identification  Nos. of above persons
     (entities only)

     Ann S. Gerdin,  individually  and as trustee of the Ann S. Gerdin Revocable
     Trust and Mr. Gerdin's GRATS
---  ---------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

                                                                  (a)[ ]
                                                                  (b)[X]
---  ---------------------------------------------------------------------------
3.   SEC USE ONLY

---  ---------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

     OO
---  ---------------------------------------------------------------------------
5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e)
                                                                     [ ]
---  ---------------------------------------------------------------------------
6.   Citizenship or Place of Organization

     United States of America
--------------------------------------------------------------------------------
Number of                       7.  Sole Voting Power
Shares Beneficially
Owned by Each                       6,078,077 (1) (2)
Reporting                      ---  --------------------------------------------
Person with                     8.  Shared Voting Power

                                    0
-----------------------------  ---  --------------------------------------------
                                9.  Sole Dispositive Power

                                    8,540,738 (3) (4)
-----------------------------  ---  --------------------------------------------
                               10.  Shared Dispositive Power

                                    0
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     8,540,738  (3) (4)
---  ---------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)
                                                                     [ ]
---  ---------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

     8.9%((5))
---  ---------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

     IN
--------------------------------------------------------------------------------
(1)  Comprised  of  6,078,077  shares of Common Stock owned by the Ann S. Gerdin
     Revocable  Trust.  Mrs.  Gerdin holds the sole power to vote and dispose of
     such  shares as the trustee of the trust and may amend,  modify,  or revoke
     the trust at any time.

(2)  Does not include  16,412,899 shares of Common Stock owned by the Russell A.
     Gerdin Revocable Trust. Mr. Gerdin holds the sole power to vote and dispose
     of such shares as the trustee of the trust and may amend, modify, or revoke
     the trust at any time.

(3)  Comprised  of  6,078,077  shares of Common Stock owned by the Ann S. Gerdin
     Revocable  Trust; and (ii) 2,462,661 shares owned by Mr. Gerdin's GRATS. As
     the trustee of Mr. Gerdin's GRATS,  Mrs. Gerdin has dispositive  power over
     the shares owned by Mr.  Gerdin's GRATS but neither Mr. nor Mrs. Gerdin has
     voting power over such shares.

(4)  Does not include (i) 16,412,899 shares of Common Stock owned by the Russell
     A.  Gerdin  Revocable   Trust;   (ii)  1,936,276  shares  of  Common  Stock
     represented by voting trust  certificates owned by GFI; or (iii) 11,801,655
     shares of Common Stock owned by Mrs. Gerdin's GRATS. As the general partner
     of GFI, Mr. Gerdin has  dispositive  power over the shares  represented  by
     voting trust certificates owned by GFI, but neither Mr. nor Mrs. Gerdin has
     voting power over such shares.  As the trustee of Mrs.  Gerdin's GRATS, Mr.
     Gerdin has dispositive  power over all of the shares owned by Mrs. Gerdin's
     GRATS but has voting power over only 8,000,000 of such shares.  Mrs. Gerdin
     does not have voting  power over any of the shares  owned by Mrs.  Gerdin's
     GRATS.

(5)  Based on 96,157,633 shares of Common Stock outstanding as of June 30, 2008.






           Russell A. Gerdin previously filed Schedule 13G pursuant to
                        the provisions of Rule 13d-1(d).

Item 1. Security and Issuer.

     This  statement  on Schedule 13D (this  "Statement")  relates to the Common
Stock,  par value $0.01 per share (the "Common  Stock"),  of Heartland  Express,
Inc., a Nevada  corporation (the "Issuer").  The principal  executive offices of
the Issuer are located at 901 North Kansas Avenue, North Liberty, IA 52317.

Item 2. Identity and Background.

     (a) This  Statement  is being filed  jointly on behalf of Russell A. Gerdin
and Ann S. Gerdin (together, the "Reporting Persons"). The Reporting Persons may
be deemed to be members of a group within the meaning of Section 13(d)(3) of the
Securities  Exchange  Act of 1934,  as  amended.  The filing of this  Statement,
however, should not be deemed an admission that the Reporting Persons comprise a
group for purposes of Section 13(d)(3).

     (b) The  business  address of the  Reporting  Persons  is 901 North  Kansas
Avenue, North Liberty, IA 52317.

     (c)

Mr. Gerdin

     The principal  occupation of Mr. Gerdin is chief  executive  officer of the
Issuer. The principal business address of the Issuer is 901 North Kansas Avenue,
North Liberty, IA 52317.

Mrs. Gerdin

     The principal occupation of Mrs. Gerdin is homemaker.  She is also involved
in civic and  philanthropic  commitments.  Mrs. Gerdin's business address is 901
North Kansas Avenue, North Liberty, IA 52317.

     (d) - (e) During the last five years,  neither of the Reporting Persons has
been: (i) convicted in a criminal  proceeding  (excluding  traffic violations or
similar  misdemeanors);  or (ii) a party to a civil  proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violation with respect to such laws.

     (f) The Reporting Persons are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

     On July 11, 2007,  Mr. Gerdin  became  trustee over shares owned by certain
grantor  attained  annuity trusts  established by Mrs. Gerdin for the benefit of
Mr. and Mrs. Gerdin's children ("Mrs.  Gerdin's GRATS"),  and Mrs. Gerdin became
trustee over shares owned by certain grantor attained annuity trusts established
by Mr. Gerdin for the benefit of Mr. and Mrs. Gerdin's  children ("Mr.  Gerdin's
GRATS" and together with Mrs.  Gerdin's  GRATS,  the "GRATS").  By virtue of Mr.
Gerdin becoming trustee of Mrs.  Gerdin's GRATS, he received  dispositive  power
over the shares owned by Mrs.  Gerdin's GRATS. By virtue of Mrs. Gerdin becoming
trustee of Mr. Gerdin's GRATS,  she received  dispositive  power over the shares
owned by Mr.  Gerdin's GRATS.  Thus, Mr. and Mrs.  Gerdin are each  individually
deemed to  beneficially  own the shares  owned by the GRATS over which he or she
serves as trustee pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
as amended. Except for 8,000,000 shares owned by Mrs. Gerdin's GRATS, over which
Mr. Gerdin has voting power,  neither of the Reporting  Persons has voting power
over the shares owned by the GRATS.  The Reporting  Persons did not pay money or
other  consideration  in connection  with becoming the trustee of the respective
GRATS or in obtaining beneficial ownership of the shares owned by the GRATS.



     By virtue of becoming the trustees,  the  Reporting  Persons were deemed to
have acquired beneficial ownership over the following number of shares:

         Mr. Gerdin:       12,372,510 shares
         Mrs. Gerdin:       3,710,555 shares

     By virtue of becoming the respective  trustees,  the Reporting Persons have
an obligation to file this Schedule 13D.

         See Item 4 also.

Item 4. Purpose of Transaction.

     In addition to the  transaction  described  in Item 3, in the future,  each
Reporting Person from time to time may use his or her personal funds to purchase
Common  Stock  for  investment  purposes.  Depending  on the  volume of any such
purchases, if any are made, it is possible that either Mr. Gerdin or Mrs. Gerdin
or both Mr. and Mrs. Gerdin  together,  may become the beneficial  owner of more
than 50% of the outstanding  Common Stock of the Issuer.  The Reporting  Persons
have not made any such  purchases to date. If any such  purchases are made,  the
Reporting  Persons may cease buying the Common Stock at any time.  The Reporting
Persons may purchase Common Stock in the open market or in privately  negotiated
transactions,  or otherwise.  The Reporting Persons intend to participate in and
influence the affairs of the Issuer  through the exercise of their voting rights
with respect to their shares of Common  Stock.  In addition,  Mr.  Gerdin is the
Chief  Executive  Officer and a Director of the Issuer and, as a result,  in the
ordinary  course or  otherwise  may take actions to  influence  the  management,
business, and affairs of the Issuer.

     Other  than as  described  or  contemplated  in Item 3,  this Item 4, or as
announced  publicly,  neither of the  Reporting  Persons have any other  present
plans or  proposals  with  respect to any action  referred  to in  sections  (a)
through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     (a) As of June 30,  2008  there  were  96,157,633  shares of  Common  Stock
outstanding.  As of  the  date  hereof,  Mr.  Gerdin  may  be  deemed  to be the
beneficial  owner (pursuant to Rule 13d-3) of an aggregate of 30,150,830  shares
of Common Stock, representing  approximately 31.4% of the issued and outstanding
shares of Common  Stock of the Issuer.  The shares of Common  Stock deemed to be
beneficially  owned by Mr. Gerdin  consist of 16,412,899  shares of Common Stock
owned by the Russell A. Gerdin Revocable Trust ("Mr. Gerdin's Revocable Trust");
(ii) 1,936,276 shares of Common Stock  represented by voting trust  certificates
owned by Gerdin Family Investments,  LP ("GFI");  and (iii) 11,801,655 shares of
Common Stock owned by Mrs. Gerdin's GRATS.

     As of the date hereof, Mrs. Gerdin may be deemed to be the beneficial owner
(pursuant to Rule 13d-3) of an aggregate  of 8,540,738  shares of Common  Stock,
representing  approximately  8.9% of the issued and outstanding shares of Common
Stock of the Issuer.  The shares of Common Stock deemed to be beneficially owned
by Mrs. Gerdin consist of (i) 6,078,077  shares of Common Stock owned by the Ann
S. Gerdin  Revocable  Trust;  and (ii)  2,462,661  shares owned by Mr.  Gerdin's
GRATS.

     As a result of the foregoing,  as of the date hereof, the Reporting Persons
together may be deemed to be the beneficial  owners  (pursuant to Rule 13d-3) of
an aggregate 38,691,568 shares of Common Stock, representing approximately 40.2%
of the issued and outstanding shares of Common Stock of the Issuer.



     (b) Mr.  Gerdin  has the sole  power to vote  24,412,899  of the  shares of
Common Stock of the Issuer for which  beneficial  ownership is reported.(1)  Mr.
Gerdin has the sole power to dispose of  30,150,830 of shares of Common Stock of
the Issuer for which beneficial ownership is reported.(2)

     Mrs. Gerdin has the sole power to vote 6,078,077  shares of Common Stock of
the Issuer for which  beneficial  ownership is reported.(3)  Mrs. Gerdin has the
sole  power to  dispose of  8,540,738  shares of Common  Stock of the Issuer for
which beneficial ownership is reported.(4)

     (c) Not applicable.

     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer.

     Except as  described in Items 3, 4, and 5 of this  Statement,  there are no
contracts,  arrangements,  understandings, or relationships (legal or otherwise)
among the Reporting  Persons and any person,  with respect to any  securities of
the Issuer,  including,  but not  limited  to,  transfer or voting of any of the
securities  of the  Issuer,  finder's  fees,  joint  ventures,  loan  or  option
arrangements, puts or calls, guarantees or profits, division of profits or loss,
or the giving or withholding of proxies. The Reporting Persons have entered into
a joint filing agreement which is attached as Exhibit 1 hereto.

Item 7. Material to be Filed as Exhibits.

     Exhibit 1 Joint Filing  Agreement,  dated June 26, 2008, by and between the
Reporting Persons.



--------------------------------------------------------------------------------

(1)  Comprised of (i)  16,412,899  shares of Common Stock owned by Mr.  Gerdin's
     Revocable  Trust; and (ii) 8,000,000 of the shares of Common Stock owned by
     Mrs.  Gerdin's GRATS. As the trustee of Mr. Gerdin's  Revocable  Trust, Mr.
     Gerdin  holds the sole power to vote and dispose of the shares owned by the
     trust  and may  amend,  modify,  or revoke  the  trust at any time.  As the
     trustee of Mrs.  Gerdin's GRATS, Mr. Gerdin has voting power over 8,000,000
     of the shares owned by Mrs. Gerdin's GRATS.

(2)  Comprised of (i)  16,412,899  shares of Common Stock owned by Mr.  Gerdin's
     Revocable  Trust;  (ii)  1,936,276  shares of Common Stock  represented  by
     voting  trust  certificates  owned by GFI; and (iii)  11,801,655  shares of
     Common Stock owned by Mrs.  Gerdin's  GRATS. As the general partner of GFI,
     Mr.  Gerdin has  dispositive  power over the shares  represented  by voting
     trust certificates owned by GFI, but neither Mr. nor Mrs. Gerdin has voting
     power over such shares.  As the trustee of Mrs.  Gerdin's GRATS, Mr. Gerdin
     has dispositive  power over all of the shares owned by Mrs.  Gerdin's GRATS
     but has voting power over only 8,000,000 of such shares.  Mrs.  Gerdin does
     not have voting power over any of the shares owned by Mrs. Gerdin's GRATS.

(3)  Comprised  of  6,078,077  shares of Common Stock owned by the Ann S. Gerdin
     Revocable  Trust.  Mrs.  Gerdin holds the sole power to vote and dispose of
     such  shares as the trustee of the trust and may amend,  modify,  or revoke
     the trust at any time.

(4)  Comprised  of  6,078,077  shares of Common Stock owned by the Ann S. Gerdin
     Revocable  Trust; and (ii) 2,462,661 shares owned by Mr. Gerdin's GRATS. As
     the trustee of Mr. Gerdin's GRATS,  Mrs. Gerdin has dispositive  power over
     the shares owned by Mr.  Gerdin's GRATS but neither Mr. nor Mrs. Gerdin has
     voting power over such shares.




                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information set forth herein is true, complete and correct.


                                RUSSELL A. GERDIN,  individually  and as trustee
                                of the Russell A. Gerdin Revocable Trust and
                                Mrs. Gerdin's GRATS

                                /s/ Russell A. Gerdin


                                ANN  S.  GERDIN,  individually  and  as  trustee
                                of  the  Ann  S. Gerdin  Revocable Trust and Mr.
                                Gerdin's GRATS

                                /s/ Ann S. Gerdin


Dated: June 26, 2008





                                                                       Exhibit 1


                             JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended,  the undersigned  hereby agree to the joint filing on behalf of each
of them of a statement  on Schedule  13D  (including  amendments  thereto)  with
respect to the Common Stock of Heartland  Express,  Inc. and that this Agreement
be included as an Exhibit to such joint filing.


     IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 26th
day of June, 2008.


                                RUSSELL A. GERDIN,  individually  and as trustee
                                of  the  Russell  A. Gerdin  Revocable Trust and
                                Mrs. Gerdin's GRATS

                                /s/ Russell A. Gerdin


                                ANN  S.  GERDIN,  individually  and  as  trustee
                                of  the  Ann  S. Gerdin  Revocable Trust and Mr.
                                Gerdin's GRATS

                                /s/ Ann S. Gerdin