UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 14, 2005

RUSH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On February 14, 2005, the Company issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.  The information furnished in this report, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act (the “Exchange Act”) or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(a)                                  Financial Statements of Business Acquired.

None.

(b)                                 Pro Forma Financial Information.

None.

(c)                                  Exhibits

99.1 Press Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Contact:

Rush Enterprises Inc., San Antonio

Martin A. Naegelin Jr., 830-626-5230

Adam Friedman Associates

Rick Hilton, 212-981-2529 ext 22

Rush Enterprises, Inc. Reports Fourth Quarter And Year End Results

SAN ANTONIO (February 14, 2005)- Rush Enterprises Inc. (NASDAQ: RUSHA; NASDAQ: RUSHB) today announced results for the fourth quarter and year ended December 31, 2004.  Rush Enterprises’ continuing operations include the largest network of Peterbilt heavy-duty truck dealerships in North America and a construction equipment dealership in Houston, Texas.

In the fourth quarter, the Company’s gross revenues totaled $301.0 million, as compared with gross revenues of $239.7 million reported for the fourth quarter ended December 31, 2003, an increase of 25.6%.  The Company reported net income from continuing operations of $5.3 million, or $0.27 per diluted share, during the fourth quarter of 2004 compared to net income from continuing operations of $3.1 million, or $0.20 per diluted share, during the fourth quarter of 2003.  The Company reported net income of $5.1 million, or $0.26 per diluted share, during the fourth quarter of 2004 compared to net income of $3.1 million, or $0.20 per diluted share, during the fourth quarter of 2003.

Included in the 2003 fourth quarter results from continuing operations is a pretax nonrecurring gain of $1.6 million, recognized for the sale of the Company’s Bossier City, Louisiana dealership.  Additionally, the Company recognized approximately $1.2 million of pretax truck inventory valuation losses during the fourth quarter of 2003 compared to $0.4 million during the fourth quarter of 2004.

The Company’s heavy-duty truck segment recorded revenues of approximately $286.6 million in the fourth quarter of 2004, compared to approximately $225.5 million in the fourth quarter of 2003.  The Company delivered 1,546 new heavy-duty trucks, 548 new medium-duty trucks and 621 used trucks, during the fourth quarter of 2004 compared to 1,224 new heavy-duty trucks, 271 new medium-duty trucks and 630 used trucks for the same period in 2003.  Parts, service and body shop sales increased 11.3 percent from $59.3 million in the fourth quarter of 2003 to $66.0 million in the fourth quarter of 2004.

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The Company’s construction equipment segment recorded revenues of $12.1 million in the fourth quarter of 2004, compared to $11.3 million in the fourth quarter of 2003.  New and used construction equipment unit sales revenue increased $0.6 million or 7.6 percent from the same period in 2003.  Parts, service and body shop sales increased 14.3 percent from $2.8 million in the fourth quarter of 2003 to $3.2 million in the fourth quarter of 2004.

For the year ended December 31, 2004, the Company’s gross revenues totaled $1,095.0 million, a 34.3 percent increase compared to gross revenues of $815.3 million reported in 2003.  Net income from continuing operations was $17.2 million, or $1.03 per diluted share, an 81.1 percent increase compared to net income from continuing operations of $9.5 million or $0.63 per diluted share in 2003.

In announcing the results, W. Marvin Rush, Chairman and Chief Executive Officer of Rush Enterprises, said, “Our 2004 results are a clear indication of the progress we have made in growing our earnings during a market recovery and demonstrates the robust health of the overall market.  Additionally, the quality of our earnings continues to improve as our absorption rate moved from approximately 92% in 2003 to approximately 95% in 2004.  On January 3, 2005, Rush Enterprises completed the largest acquisition in its 40-year history and thereby expanded its presence significantly in the sunbelt.  The acquisition of American Truck Source will allow us to build name recognition in new markets and introduce new customers to the quality service and personal attention that Rush provides along the major routes connecting California to Florida.  We have already begun the process of integrating ATS locations into the Rush network by merging their operations into ours and applying our IT and financial systems to their operations.”

Mr. Rush continued, “The general consensus among manufacturers and component suppliers is that 2005 truck sales will outpace 2004 truck sales, indicating strong momentum for the industry.  Our efforts in 2005 to integrate and upgrade our new ATS locations should allow us to sell more heavy and medium-duty trucks, increase our market share and improve our margins.  Our current projections call for medium-duty truck sales to become a greater part of our business and we estimate that sales in that segment will reach 3,000 in 2006.”

Conference Call

Rush Enterprises will host a conference call to review its fourth quarter and year-end results on February 14, 2005 at 3:00 p.m., EST (2:00 p.m. Central Time).  The call can be heard live by dialing 800-901-5247 (US) or 617-786-4501 (International) and entering the passcode 55408260, or via the web on the ‘Events’ section of the Company’s website at www.RushEnterprises.com., www.fulldisclosure.com , or www.streetevents.com ..  For those who cannot listen to the live broadcast, the Webcast and audio replay will be available until February 28, by dialing 888-286-8010 (US) or 617-801-6888 (International) and entering the passcode 55408260.

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About Rush Enterprises

Rush Enterprises operates the largest network of Peterbilt heavy-duty truck dealerships in North America and a John Deere construction equipment dealership in Houston, Texas.  Its current operations include a network of 43 dealerships located in Texas, California, Oklahoma, Colorado, Arizona, New Mexico, Alabama, Florida and Tennessee.  The Company has developed its truck and construction equipment dealerships as “one-stop centers” where, at one convenient location, its customers can purchase new or used trucks or construction equipment; purchase insurance products; purchase aftermarket parts and accessories and have service performed by certified technicians.  For additional information on Rush Enterprises, Inc., please visit www.rushenterprises.com.

Certain statements contained herein, including those concerning general industry conditions and the continued strong demand for trucks, are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the receipt of regulatory and third-party approvals of the pending acquisition of ATS, the demand for heavy and medium-duty trucks, competitive factors, general economic conditions, cyclicality, economic conditions in the new and used truck and construction equipment markets, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in filings made by the company with the Securities and Exchange Commission.

-Tables to Follow-

RUSH ENTERPRISES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2004 AND 2003

(In Thousands, Except Shares and Per Share Amounts)

RUSH ENTERPRISES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

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