UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                          SCHEDULE 14A INFORMATION
                          ------------------------

 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
                                    1934

Filed by the Registrant  [ X ]
Filed by a Party other than the Registrant  [   ]


Check the appropriate box:

[   ]   Preliminary Proxy Statement
[   ]   Confidential, for Use of the Commission Only (as permitted by rule
        14a-6(e)(2))
[ X ]   Definitive Proxy Statement
[   ]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to 240.14a-12

                          WERNER ENTERPRISES, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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[   ]   Check box if any part of the fee is offset as provided by Exchange Act
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        was paid  previously.  Identify the previous  filing  by  registration
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                      [LOGO OF WERNER ENTERPRISES, INC.]
                            Post Office Box 45308
                         Omaha, Nebraska  68145-0308
                          ________________________
                                      
                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD MAY 10, 2005
                          ________________________


Dear Stockholders:

      It  is  a  pleasure  to  invite  you to  the  2005  Annual  Meeting  of
Stockholders of Werner Enterprises, Inc. (the "Company") to be  held  at  the
Embassy  Suites,  555 South 10 Street, Omaha, Nebraska, on Tuesday,  May  10,
2005,  at  10:00 a.m.  The Embassy Suites is located just a few blocks  south
and  east of the downtown Omaha business area.  The meeting will be held  for
the following purposes:

       1.   To elect directors to serve until the end of their term and until
            their successors are elected and qualified.

       2.   To amend Article X of the Articles of Incorporation regarding the
            number  of  classes of  directors  and the number of directors in
            each class.

       3.   To consider a stockholder proposal regarding board inclusiveness,
            if presented at the meeting.
     
       4.   To  transact such  other business as may properly come before the
            meeting or any adjournment thereof.

      Stockholders of record at the close of business on March 21, 2005, will
be entitled to vote at the meeting or any adjournment thereof.

      At  the  meeting,  Clarence  L. Werner and  members  of  the  Company's
management team will discuss the Company's results of operations and business
plans.   Members of the Board of Directors and the Company's management  will
be present to answer your questions.

     A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 2004, is enclosed.

      As  stockholders,  we encourage you to attend the  meeting  in  person.
Whether or not you plan to attend the meeting, we ask you to sign, date,  and
mail  the  enclosed  proxy,  or vote your shares  by  telephone  or  via  the
Internet, as promptly as possible in order to make sure that your shares will
be  voted in accordance with your wishes at the meeting in the event that you
are  unable  to  attend.  A self-addressed, postage-paid return  envelope  is
enclosed for your convenience, as well as instructions for alternative  means
of  voting.   If  you attend the meeting, you may vote by proxy  or  you  may
revoke your proxy and cast your vote in person.

                                        By Order of the Board of Directors


                                        /s/ James L. Johnson

                                        James L. Johnson
                                        Vice President, Controller
                                          and Corporate Secretary

Omaha, Nebraska
April 1, 2005



                          WERNER ENTERPRISES, INC.

                            Post Office Box 45308
                         Omaha, Nebraska  68145-0308
                              ________________
                                      
                             PROXY STATEMENT FOR
                       ANNUAL MEETING OF STOCKHOLDERS
                                MAY 10, 2005
                          ________________________
                                      
                                INTRODUCTION

     This Proxy Statement is furnished in connection with the solicitation of
proxies  by  the Board of Directors (the "Board") for the Annual  Meeting  of
Stockholders  of  Werner  Enterprises, Inc. (the "Company")  to  be  held  on
Tuesday,  May 10, 2005, at 10:00 a.m. local time, at the Embassy Suites,  555
South  10  Street,  Omaha,  Nebraska, and at any adjournments  thereof.   The
meeting will be held for the purposes set forth in the notice of such meeting
on  the  cover page hereof.  The Proxy Statement, Form of Proxy,  and  Annual
Report  to  Stockholders on Form 10-K are being mailed by the Company  on  or
about April 1, 2005.

      A  Form  of  Proxy  for use at the Annual Meeting  of  Stockholders  is
enclosed  together  with  a  self-addressed,  postage-paid  return  envelope.
Alternatively,  most stockholders may vote by telephone or via  the  Internet
instead  of  returning the enclosed form.  Stockholders should refer  to  the
voting  form  or other voting instructions included with the proxy  materials
for information on the voting methods available.

      Any  stockholder  who executes and delivers a proxy has  the  right  to
revoke it at any time prior to its use at the Annual Meeting.  Revocation  of
a  proxy may be effected by filing a written statement with the Secretary  of
the Company revoking the proxy, by executing and delivering to the Company  a
subsequent  proxy before the meeting, or by voting in person at the  meeting.
A  proxy, when executed and not revoked, will be voted in accordance with the
authorization contained therein.  Unless a stockholder specifies otherwise on
the  Form of Proxy, all shares represented will be voted FOR the election  of
all   nominees   for  director,  FOR  the  amendment  to  the   Articles   of
Incorporation, and AGAINST the stockholder proposal.

      The cost of soliciting proxies, including the preparation, assembly and
mailing  of material, will be paid by the Company.  Directors, officers,  and
regular employees of the Company may solicit proxies by telephone, electronic
communications,  or  personal contact, for which they will  not  receive  any
additional  compensation in respect of such solicitations.  The Company  will
also  reimburse  brokerage firms and others for all reasonable  expenses  for
forwarding proxy material to beneficial owners of the Company's stock.

      As  a  matter of policy, proxies, ballots, and voting tabulations  that
identify  individual  stockholders are kept private  by  the  Company.   Such
documents  are  available  for examination only  by  certain  representatives
associated with processing proxy cards and tabulating the vote.   The vote of
any  stockholder is not disclosed, except as may be necessary to  meet  legal
requirements.


                     OUTSTANDING STOCK AND VOTING RIGHTS

      On  March 21, 2005, the Company had 79,420,150 shares of its  $.01  par
value  Common  Stock  outstanding. At the meeting, each stockholder  will  be
entitled to one vote, in person or by proxy, for each share of stock owned of
record at the close of business on March 21, 2005.  The stock transfer  books
of the Company will not be closed.



      With respect to the election of directors, stockholders of the Company,
or  their proxy if one is appointed, have cumulative voting rights under  the
laws  of  the State of Nebraska.  That is, stockholders, or their proxy,  may
vote their shares for as many directors as are to be elected, or may cumulate
such shares and give one nominee as many votes as the number of directors  to
be  elected multiplied by the number of their shares, or may distribute votes
on  the  same  principle among as many nominees as they  may  desire.   If  a
stockholder  desires to vote cumulatively, he or she must vote in  person  or
give  his  or  her specific cumulative voting instructions to the  designated
proxy  that the number of votes represented by his or her shares  are  to  be
cast  for  one or more designated nominees.  A stockholder may also  withhold
authority to vote for any nominee (or nominees) by striking through the  name
(or names) of such nominees on the accompanying Form of Proxy.

      A  properly  executed proxy marked "ABSTAIN" with respect to  any  such
matter  will  not  be  voted, although it will be  counted  for  purposes  of
determining whether there is a quorum.  Accordingly, an abstention will  have
the  effect of a negative vote.  If an executed proxy is returned by a broker
holding  shares in street name which indicates that the broker does not  have
discretionary authority as to certain shares to vote on one or more  matters,
such  shares  will  be  considered present at the  meeting  for  purposes  of
determining  a  quorum, but will not be considered to be represented  at  the
meeting for purposes of calculating the vote with respect to such matter.

      On the date of mailing this Proxy Statement, the Board of Directors has
no  knowledge  of any other matter which will come before the Annual  Meeting
other  than  the  matters described herein.  However, if any such  matter  is
properly  presented  at  the  meeting, the  proxy  solicited  hereby  confers
discretionary authority to the proxies to vote in their sole discretion  with
respect to such matters, as well as other matters incident to the conduct  of
the meeting.


           STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
                                      
      The  Board of Directors has established a process by which stockholders
and  other  parties who wish to communicate directly with  the  Lead  Outside
Director or with the independent directors as a group may do so by writing to
Lead  Outside  Director, c/o Corporate Secretary at the address indicated  on
the  first  page  of  this  Proxy Statement.  A  majority  of  the  Company's
independent directors has approved the process for collecting and  organizing
stockholder  communications received by the Company's Corporate Secretary  on
the Board's behalf.


                         DIRECTOR NOMINATION PROCESS

      The  Board considers candidates for Board membership suggested  by  its
members,  as  well  as management and stockholders.  In accordance  with  the
"Policy Regarding Director Recommendations by Stockholders", it will consider
candidates recommended by one or more stockholders that have individually  or
as  a  group owned beneficially at least two percent of the Company's  issued
and  outstanding  stock  for at least one year.  Stockholder  recommendations
must be submitted in writing with the required proof of compliance with stock
ownership  requirements, background information, and  qualifications  of  the
candidate  to  the Corporate Secretary not less than 120 days  prior  to  the
first  anniversary  of  the  date  of the proxy  statement  relating  to  the
Company's  previous annual meeting (by December 2, 2005 for the  2006  Annual
Meeting  of  Stockholders) in order for the candidate  to  be  evaluated  and
considered as a prospective nominee.

     Generally, candidates for director positions should possess:
     
     *  Relevant business  and financial expertise and experience,  including
        an understanding of fundamental financial statements;
     *  The  highest  character  and integrity and a reputation  for  working
        constructively with others;
     *  Sufficient  time  to  devote to meetings and  consultation  on  Board
        matters; and
     *  Freedom   from  conflicts  of  interest  that  would  interfere  with
        performance as a director.

                                      2

     
     The   Board  evaluates  prospective  nominees  against  certain  minimum
standards   and  qualifications,  as  listed  in  the  "Nominating  Committee
Directorship Guidelines and Selection Policy".  These include,  but  are  not
limited  to,  business  experience,  skills,  talents,  and  the  prospective
nominee's  ability  to contribute to the success of the Company.   The  Board
also  considers other relevant factors, including the balance  of  management
and  independent  directors,  the  need for Audit  Committee  expertise,  and
relevant  industry  experience.   A  prospective  candidate  nominated  by  a
stockholder in accordance with the "Policy Regarding Director Recommendations
by  Stockholders" is evaluated by the Nominating Committee in the same manner
as  any other prospective candidate.  The Company has not engaged and has not
paid any fees to a third party to assist in the nomination process.
     
     The   full   text   of   the   Company's  "Policy   Regarding   Director
Recommendations by Stockholders", including a list of information required to
be  submitted  with  the  nomination  by the  recommending  stockholder,  and
"Nominating  Committee Directorship Guidelines and Selection Policy"  may  be
found  on  the  Company's  website, www.werner.com.   Stockholders  may  also
request a copy of either policy by writing to the Corporate Secretary at  the
address indicated on the first page of this Proxy Statement.


                          ELECTION OF DIRECTORS AND
                       INFORMATION REGARDING DIRECTORS

      The  Articles  of Incorporation of the Company currently  provide  that
there shall be up to three separate classes of directors, each consisting  of
not less than three directors, and as nearly equal in number as possible.  On
March  3,  2005, the Board of Directors authorized a resolution  recommending
that  the stockholders consider and approve an amendment to Article X of  the
Company's Articles of Incorporation to provide that the Board of Directors be
divided  into two or three classes of not less than two, nor more than  five,
directors,  and to be as nearly equal in number as possible.   See  "PROPOSAL
CONCERNING AMENDMENT TO ARTICLES OF INCORPORATION" on page 14.  The Bylaws of
the  Company  have been amended to provide for eight directors, divided  into
three  classes, conditioned on the approval of the amendment to the  Articles
of  Incorporation by the stockholders. The term of office of the directors in
the  second  class  expires  at  the  2005 Annual  Meeting  of  Stockholders.
Directors hold office for a term of three years.  The term of office  of  the
directors  in  the third and first classes will expire at the 2006  and  2007
Annual  Meetings of Stockholders, respectively.  Gary L. Werner,  Gregory  L.
Werner, and Michael L. Steinbach, class II directors whose terms will  expire
at  the  2005 Annual Meeting, have been nominated for election at the meeting
for  terms expiring at the 2008 Annual Meeting and until their successors are
duly elected and qualified.

      Information  concerning  the names, ages,  terms,  positions  with  the
Company,  and/or business experience of each nominee named above and  of  the
other  persons whose terms as directors will continue after the  2005  Annual
Meeting  is set forth on the following pages.  The Board has determined  that
Messrs.  Timmerman, Doll, Steinbach, Bird, and Jung are independent directors
as  defined  in the National Association of Securities Dealers ("NASD")  Rule
4200.




                                                                                 Term
     Name                  Position with Company or Principal Occupation         Ends
     ----                  ---------------------------------------------         ----
                                                                           
Clarence L. Werner     Chairman of the Board and Chief Executive Officer         2006
Gary L. Werner         Vice Chairman                                             2005
Gregory L. Werner      President and Chief Operating Officer                     2005
Gerald H. Timmerman    President of Timmerman & Sons Feeding Co., Inc. (1)       2007
Jeffrey G. Doll        Director and shareholder of Doll Distributing, Inc. (1)   2006
Michael L. Steinbach   Owner of Steinbach Farms and Equipment Sales and
                       Steinbach Truck and Trailer (1)                           2005
Kenneth M. Bird        Superintendent - Westside Community Schools (1)           2007
Patrick J. Jung        Executive Vice President of Meridian, Inc. (1)            2006


__________
(1)  Serves  on  audit  committee, option  committee, executive  compensation
     committee, and nominating committee.

                                      3


       Clarence  L.  Werner,  67,  operated  Werner  Enterprises  as  a  sole
proprietorship from 1956 until its incorporation in September 1982.   He  has
been  a  director  of  the  Company since its  incorporation  and  served  as
President  until  1984.  Since 1984, he has been Chairman of  the  Board  and
Chief Executive Officer of the Company.

      Gary  L.  Werner,  47,  has been a director of the  Company  since  its
incorporation.   Mr.  Werner  was General Manager  of  the  Company  and  its
predecessor from 1980 to 1982.  He served as Vice President from  1982  until
1984, when he was named President and Chief Operating Officer of the Company.
Mr.  Werner  was  named Vice Chairman in 1991. From 1993 to April  1997,  Mr.
Werner also reassumed the duties of President.

      Gregory  L. Werner, 45, was elected a director of the Company in  1994.
He  was  a  Vice  President of the Company from 1984 to March  1996  and  was
Treasurer  from 1982 until 1986.  He was promoted to Executive Vice President
in  March  1996 and became President in April 1997.  Mr. Werner has  directed
revenue equipment maintenance for the Company and its predecessor since 1981.
He assumed responsibility for the Company's Management Information Systems in
1993, and also assumed the duties of Chief Operating Officer in 1999.

      Gerald H. Timmerman, 65, was elected a director of the Company in 1988.
Mr.  Timmerman has been President since 1970 of Timmerman & Sons Feeding Co.,
Inc.,   Springfield,  Nebraska,  which  is  a  cattle  feeding  and  ranching
partnership with operations in three midwestern states.

      Jeffrey G. Doll, 50, was elected a director of the Company in 1997  and
appointed  Lead  Outside  Director in August 2002.   He  is  a  director  and
shareholder of Doll Distributing, Inc., a beer wholesaler located in  Council
Bluffs,  Iowa.   Mr.  Doll was the Vice President of Doll Distributing,  Inc.
from  2001  through  April 2004, and the President of the  Wine  Division  of
Western Iowa Wine and Spirits from 1985 until its sale in 2001.

     Michael L. Steinbach, 50, was elected a director of the Company in 2002.
He has been the sole owner of Steinbach Farms and Equipment Sales, which buys
and  sells farm land and equipment and is located in Valley, Nebraska,  since
1980.   Mr.  Steinbach  has also been the sole owner of Steinbach  Truck  and
Trailer,  a semi-tractor and trailer dealership located in Valley,  Nebraska,
since  1997.   Mr.  Steinbach also farms or custom  farms  approximately  six
thousand acres of farmland.

      Kenneth M. Bird, 57, was appointed by the Board of Directors in 2002 to
fill  a vacant director position.  He has been Superintendent of the Westside
Community  Schools  in  Omaha,  Nebraska since  1992  and  has  held  various
administrative  positions in the Westside School District  since  1981.   Dr.
Bird  was  the  Nebraska Superintendent of the Year  in  1998  and  has  been
recognized for his technology leadership and vision.  Dr. Bird is very active
in  professional organizations on the local, state, and national levels,  and
also serves on a number of community and civic boards.

      Patrick J. Jung, 57, was elected a director of the Company in 2003.  He
has  been  an  Executive Vice President with Meridian, Inc.,  an  advertising
agency, since 2001.  Prior to his position with Meridian, Inc., Mr. Jung  was
a practicing certified public accountant with KPMG LLP for thirty years.  Mr.
Jung  was the audit engagement partner on the Company's annual audit for  the
year  ended December 31, 1999 prior to his retirement from KPMG LLP in  2000.
Mr.  Jung  also  currently serves on the Board of Directors of America  First
Companies.

      Gary L. Werner and Gregory L. Werner are sons of Clarence L. Werner.

      In  the event that any nominee becomes unavailable for election for any
reason,  the  shares represented by the accompanying form of  proxy  will  be
voted  for any substitute nominees designated by the Board, unless the  proxy
withholds  authority to vote for all nominees.  The Board of Directors  knows
of no reason why any of the persons nominated to be directors might be unable
to  serve if elected, and each nominee has expressed an intention to serve if
elected.   There  are no arrangements or understandings between  any  of  the
nominees  and  any  other person pursuant to which any of  the  nominees  was
selected as a nominee.

                                      4


      Assuming  the  presence of a quorum, directors shall be  elected  by  a
plurality of the votes cast by the stockholders of the outstanding shares  of
the Common Stock of the Company present in person or represented by proxy  at
the 2005 Annual Meeting of Stockholders and entitled to vote thereon.

      THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE  "FOR"  THE
ELECTION OF EACH NOMINEE TO THE BOARD OF DIRECTORS.  PROXIES SOLICITED BY THE
BOARD  OF  DIRECTORS  WILL  BE VOTED FOR THE ELECTION  OF  ALL  NOMINEES  FOR
DIRECTOR UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.


Board of Directors and Committees

      The  Board of Directors conducts its business through meetings  of  the
Board,  actions  taken  by written consent in lieu of meetings,  and  by  the
actions  of  its  Committees.   The Company has  established  audit,  option,
executive compensation, and nominating committees.

       The Audit Committee discusses the annual audit and resulting letter of
comments  to management, consults with the auditors and management  regarding
the adequacy of internal controls, reviews the Company's financial statements
with  management and the outside auditors prior to their issuance,  discusses
with  management the process used to support the Chief Executive Officer  and
Chief  Financial Officer certifications that accompany the Company's periodic
filings,  appoints  the independent auditors for the next year,  reviews  and
approves  all  audit and non-audit services pursuant to Section  10A  of  the
Securities  Exchange  Act  of  1934, manages  the  Company's  internal  audit
department, and reviews and maintains procedures for the anonymous submission
of  complaints concerning accounting and auditing irregularities.  The  Audit
Committee  periodically  meets  in executive  session  with  the  independent
auditors  and  with the head of the internal audit department, in  each  case
without the presence of management.  All current Audit Committee members  are
"independent"  as defined in the applicable listing standards  of  the  NASD.
The  Board  of Directors has determined that each Audit Committee member  has
sufficient  knowledge  in  financial and auditing matters  to  serve  on  the
Committee and has designated Mr. Jung as an audit committee financial  expert
as  defined  by  the Securities and Exchange Commission ("SEC").   The  Audit
Committee  charter,  which has been approved by the Board  of  Directors,  is
posted on the Company's website, www.werner.com.

      The  Option Committee administers the Company's Stock Option Plan.   It
has   the  authority  to  determine  the  recipients  of  options  and  stock
appreciation  rights, the number of shares subject to such  options  and  the
corresponding stock appreciation rights, the date on which these options  and
stock  appreciation rights are to be granted and are exercisable, whether  or
not  such  options  and  stock  appreciation rights  may  be  exercisable  in
installments,  and  any  other terms of the options  and  stock  appreciation
rights consistent with the terms of the plan.

       The   Executive  Compensation  Committee  reviews  and  approves   the
compensation of all executive officers and makes recommendations to the Board
of  Directors  with respect to the compensation of executives.   All  current
Executive  Compensation  Committee members are  "non-employee  directors"  as
defined  by  Rule  16b-3 under the Securities Exchange Act of  1934  and  are
"outside directors" as defined in Section 162(m) of the Internal Revenue Code
of  1986,  as amended.  The Compensation Committee charter is posted  on  the
Company's website, www.werner.com.

     The Nominating Committee, which was formed in 2004, assists the Board in
identifying, evaluating, and recruiting qualified candidates for election  to
the  Board and recommends for the Board's approval the director nominees  for
any  election  of  directors.  All current Nominating Committee  members  are
"independent"  as defined in the applicable listing standards  of  the  NASD.
The  Nominating  Committee  charter  is  posted  on  the  Company's  website,
www.werner.com.

      The  Board  of  Directors held six (6) meetings  (including  three  (3)
executive  sessions  of  the independent directors without  the  presence  of
management)  and acted one (1) time by unanimous written consent  during  the

                                      5


year  ended  December 31, 2004.  There were five (5) meetings  of  the  audit
committee  (including  five  (5)  executive  sessions  with  the  independent
auditors and five (5) executive sessions with the manager of internal  audit,
all  without  the presence of management), two (2) meetings of the  executive
compensation  committee,  one (1) meeting of the  option  committee,  and  no
meetings  of  the  nominating committee during that  period.   All  directors
participated in 75% or more of the aggregate of the total number of Board  of
Directors  meetings and the total number of meetings held  by  committees  on
which  they  served.   Although the Company does not  have  a  formal  policy
regarding director attendance at annual meetings, all directors attended  the
Company's annual meeting of stockholders in May 2004.

      Directors who are not full-time employees of the Company receive a  fee
of  $2,000  for each meeting of the Board of Directors and for each committee
meeting if not held on a day on which a meeting of the Board of Directors  is
held.   Directors are also reimbursed for travel expenses incurred to  attend
meetings of the Board of Directors and committee meetings.


Executive Officers

     The following table sets forth the executive officers of the Company and
the capacities in which they serve.




     Name                 Age            Capacities In Which They Serve
     ----                 ---            ------------------------------
                           
Clarence L. Werner        67     Chairman of the Board and Chief Executive Officer
Gary L. Werner            47     Vice Chairman
Gregory L. Werner         45     President and Chief Operating Officer
Daniel H. Cushman         50     Senior Executive Vice President, Chief Marketing and
                                   Operational Officer
Robert E. Synowicki, Jr.  46     Executive Vice President and Chief Information Officer
Richard S. Reiser         58     Executive Vice President and General Counsel
Derek J. Leathers         35     Executive Vice President - Van Division and 
                                   International
H. Marty Nordlund         43     Senior Vice President - Specialized Services
John J. Steele            47     Senior Vice President, Treasurer and Chief Financial
                                   Officer
Jim S. Schelble           44     Senior Vice President - Sales
Duane D. Henn             67     Vice President - Safety
Larry P. Williams         59     Vice President - Value Added Services
Dwayne O. Haug            56     Vice President - Maintenance
R. Lee Easton             46     Vice President - Management Information Systems
Guy M. Welton             40     Vice President - Operations
James L. Johnson          41     Vice President, Controller and Corporate Secretary
John W. Frey              51     Vice President - Safety Operations and Compliance
Steven L. Phillips        40     Vice President - Customer Service
Jeffrey S. Paulsen        39     Vice President - Field Sales
Charles R. Stevens        42     Vice President - Marketing Administration and Risk
                                   Management



      See  "ELECTION  OF DIRECTORS AND INFORMATION REGARDING  DIRECTORS"  for
information regarding the business experience of Clarence L. Werner, Gary  L.
Werner, and Gregory L. Werner.

      Daniel  H.  Cushman joined the Company in 1997 as Director of  National
Accounts.  He was promoted to Vice President - Sales, Van Division, in  April
1999,  Senior  Vice  President - Van Division in December 1999,  Senior  Vice
President  -  Marketing and Operations in 2001, Executive Vice President  and
Chief  Marketing Officer in 2002, and Senior Executive Vice President,  Chief
Marketing and Operational Officer in January 2004.  Mr. Cushman was President
of  Triple  Crown  Services in Fort Wayne, Indiana for four  years  prior  to
joining  the  Company and held various other management positions  at  Triple
Crown Services starting in 1988.  From 1978 to 1988, Mr. Cushman was employed
by Roadway Express in Akron, Ohio.

     Robert E. Synowicki, Jr. joined the Company in 1987 as a tax and finance
manager.   He  was  appointed  Treasurer  in  1989,  became  Vice  President,
Treasurer  and Chief Financial Officer in 1991, Executive Vice President  and

                                      6


Chief  Financial  Officer in March 1996, Executive Vice President  and  Chief
Operating  Officer in November 1996, and Executive Vice President  and  Chief
Information Officer in 1999.  Mr. Synowicki is a certified public  accountant
and  was  employed  by the firm of Arthur Andersen & Co., independent  public
accountants,  from 1983 until his employment with the Company in  1987.   Mr.
Synowicki also serves on the Board of Directors of Blue Cross and Blue Shield
of Nebraska.

      Richard  S.  Reiser  joined the Company as Vice President  and  General
Counsel  in  1993, and was promoted to Executive Vice President  and  General
Counsel  in  1996.  Mr. Reiser was a partner in the Omaha office of  the  law
firm  of Nelson and Harding from 1975 to 1984. From 1984 until his employment
with  the  Company,  he  was engaged in the private  practice  of  law  as  a
principal  and director of Gross & Welch, a professional corporation,  Omaha,
Nebraska.

      Derek  J.  Leathers joined the Company in 1999 as Managing  Director  -
Mexico Division. He was promoted to Vice President - Mexico Division in 2000,
Vice  President - International  Division  in  2001,  Senior Vice President -
International in  April 2003, Senior  Vice  President - Van Division in  July
2003, and was named Executive Vice President - Van Division and International
in August 2004.  Mr. Leathers was Vice President of Mexico Operations for two
years at Schneider National, a large truckload carrier, prior to joining  the
Company  and  held various other management positions during  his  eight-year
career at Schneider National.

      H.  Marty  Nordlund joined the Company in 1994 as an account executive.
He  was  promoted  to Director of Dedicated Fleet Services  in  1995,  Senior
Director  of  Dedicated  Fleet Services in 1997, Vice President  -  Dedicated
Fleet  Services in 1998, Vice President - Specialized Services in  2001,  and
was  named  Senior Vice President - Specialized Services in 2003.   Prior  to
joining  the  Company,  Mr. Nordlund held various management  positions  with
Crete Carrier Corporation.

     John J. Steele joined the Company in 1989 as Controller.  He was elected
Corporate  Secretary  in  1992, Vice President  -  Controller  and  Corporate
Secretary  in 1994, Vice President, Treasurer and Chief Financial Officer  in
1996,  and  was  named Senior Vice President, Treasurer and  Chief  Financial
Officer in August 2004.  Mr. Steele is a certified public accountant and  was
employed   by  the  firm  of  Arthur  Andersen  &  Co.,  independent   public
accountants, from 1979 until his employment with the Company in 1989.

      Jim  S.  Schelble joined the Company in 1998 as Manager of New Business
Development.   He  was  promoted to Director of National  Accounts  in  1999,
Senior  Director of Dedicated Services in 2000, Associate Vice  President  of
Corporate  and Dedicated Sales in 2002, Vice President - Sales in  2003,  and
was named Senior Vice President - Sales in August 2004.  Prior to joining the
Company, Mr. Schelble spent twelve years with Roadway Express in a variety of
management positions within operations, sales, and marketing.

      Duane D. Henn joined the Company in 1985 as a Driver Recruiter.  He was
named  National  Director  of Driver Recruiting in  1986.   In  1988  he  was
promoted  to  Director  of Safety, and in 1994 was  named  Vice  President  -
Safety.   Prior to joining the Company, Mr. Henn spent 20 years in State  and
County Law Enforcement and six years in the Court System.

      Larry  P.  Williams joined the Company in 1988 as an Account Executive.
In  1991, he was promoted to Director of Regional Fleets.  He was named  Vice
President  -  Logistics in 1994 and Vice President - Value Added Services  in
2001.   Prior  to  joining the Company, Mr. Williams held various  management
positions with United Parcel Service and Federated Department Stores.

      Dwayne  O.  Haug joined the Company in 1990 as Director of Maintenance.
He  was  promoted to Vice President - GraGar, Inc. (a wholly owned subsidiary
of  the Company) in 1994, and Vice President - Maintenance in 1997.  Mr. Haug
was  President of Silvey Refrigerated Carriers, Inc. in Council Bluffs,  Iowa
from  1988 until his employment with the Company.  He held various management
positions  with Ellsworth Freight Lines, Inc. in Eagle Grove, Iowa from  1972
to 1987.

                                      7


      R.  Lee Easton joined the Company in 1990 as a Programmer/Analyst.   He
was promoted to Management Information Systems (MIS) Project Manager in 1991,
Manager  of Systems Design and Development in 1993, Director of MIS in  1996,
Senior  Director of MIS in 1997, and was named Vice President - MIS in  1998.
Prior  to  joining  the  Company, Mr. Easton was a  programmer  with  Procter
Hospital in Peoria, Illinois, and a consultant with Cap Gemini America.

      Guy  M. Welton joined the Company in 1987 as one of the Company's first
management  trainees.   He  held  multiple positions  within  Operations  and
Marketing before being appointed to Manager of Quality in 1992.  He was  then
promoted  to  Director of Quality in 1994, Director of  Operations  in  1995,
Senior  Director  of Operations in 1997, and Vice President -  Operations  in
1999.

      James  L.  Johnson joined the Company in 1991 as Manager  of  Financial
Reporting.   He  was  promoted to Assistant Controller in 1992,  Director  of
Accounting in 1994, Corporate Secretary and Controller in 1996, and was named
Vice President, Controller and Corporate Secretary in 2000.  Mr. Johnson is a
certified public accountant and was employed by the firm of Arthur Andersen &
Co., independent public accountants, from 1985 until his employment with  the
Company in 1991.

      John W. Frey joined the Company in 1995 as a Driver Recruiter.  He  was
promoted to Recruiting Analyst in 1997, Recruiting Manager in 1998, Assistant
Director   of  Driver  Development  in  1998,  Director  of  Student   Driver
Development  in  2001, and was named Vice President - Safety  Operations  and
Compliance in 2003.  Prior to joining the Company, Mr. Frey had over 23 years
of service in the U.S. Marine Corps.

      Steven  L.  Phillips  joined the Company in 1988  as  a  transportation
management  trainee.   He  held both Regional and National  Account  customer
service positions before being promoted to an Account Executive in 1994.   He
was then promoted to Region Manager in 1997, Director of the South Region  in
1998,  and  Senior Director in 2000.  In 2002, Mr. Phillips was  promoted  to
Associate  Vice President of Customer Service and was named Vice President  -
Customer Service in August 2004.

     Jeffrey S. Paulsen joined the Company in 1990 as a management trainee in
the  Marketing department.  He was promoted to Southeast Regional Manager  in
1991,  Account  Executive  in 1995, Director of Sales  for  the  Western  and
Southwestern  U.S. in 1999, Senior Director of Sales in 2001, Associate  Vice
President  -  Field Sales (U.S., Canada, and Mexico) in 2002, and  was  named
Vice President - Field Sales in August 2004.

     Charles  R.  Stevens joined the Company in 1995 as Director of  Pricing.
He  was  promoted  to  Senior Director of Pricing  in  1998,  Associate  Vice
President of Marketing Administration in 2002, and was named Vice President -
Marketing Administration and Risk Management in August 2004.  Mr. Stevens  is
a certified public accountant and was employed by the firm of Arthur Andersen
&  Co., independent public accountants, from 1985 to 1990 and was employed by
the  firm  of  Seim, Johnson, Sestak & Quist, independent public accountants,
from  1990  to  1994.  Mr. Stevens was Executive Director  of  the  Creighton
University Department of Medicine for one year prior to joining the Company.

      Under the Company's bylaws, each executive officer holds office  for  a
term  of  one  year  or until his successor is elected  and  qualified.   The
executive  officers of the Company are elected by the Board of  Directors  at
its Annual Meeting immediately following the Annual Meeting of Stockholders.


Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a)  of  the Securities Exchange Act of  1934  requires  the
Company's executive officers and directors, and persons who own more than ten
percent  of  a registered class of the Company's equity securities,  to  file
initial reports of ownership and changes in ownership with the SEC. Officers,
directors  and  greater than ten-percent stockholders  are  required  by  SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

                                      8


      Based solely on its review of the copies of such forms received by  it,
or  written  representations from certain reporting persons that no  Forms  5
were  required for those persons, the Company believes that, during the  year
ended  December 31, 2004, all filing requirements applicable to its officers,
directors, and greater than ten-percent beneficial owners were complied  with
in a timely manner.


                      SECURITY OWNERSHIP OF DIRECTORS,
                EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS

      The  authorized  Common  Stock of the Company consists  of  200,000,000
shares, $.01 par value.

     The table below sets  forth certain  information  as of  March 21, 2005,
with  respect to  the beneficial ownership of the Company's Common  Stock  by
each director and each nominee for director of the Company, by each executive
officer  of  the Company  named in the Summary Compensation Table herein,  by
each  person known to the Company to be the beneficial owner of more than  5%
of the outstanding  Common  Stock, and  by all executive officers, directors,
and  director nominees  as  a  group.  On  March 21,  2005, the  Company  had 
79,420,150  shares of Common Stock outstanding.  Unless otherwise noted,  the
business address of  each  beneficial owner set forth below is 14507 Frontier
Road, Omaha, Nebraska 68138.




                                              Beneficial Ownership
                                       -------------------------------------
                                         Shares     Right to       
      Name of Beneficial Owner            Owned    Acquire (1)   Percent (2)
      ------------------------         ----------  -----------   -----------
                                                            
   Clarence L. Werner                  22,417,097     650,000        28.0%
   Gary L. Werner (3)                   1,787,583     269,167         2.2%
   Gregory L. Werner                    3,277,327     475,834         4.1%
   Daniel H. Cushman                          161      91,982           *
   Derek J. Leathers                        1,072      32,917           *
   Gerald H. Timmerman                     13,666           -           *
   Jeffrey G. Doll                              -           -           *
   Michael L. Steinbach                         -           -           *
   Kenneth M. Bird                              -           -           *
   Patrick J. Jung                          2,000           -           *
   Barclays Global Investors, NA (4)    4,316,109           -         5.4%
   All executive officers, directors
     and director nominees as a group
     (25 persons)                      27,520,990   1,900,229        33.8%


___________
* Indicates less than 1%.

(1)   Number of shares underlying stock options which are exercisable  as  of
      March 21, 2005, or which become exercisable 60 days thereafter.
(2)   The  percentages  are  based upon 79,420,150 shares,  which  equal  the
      outstanding shares of the Company as of March 21, 2005.  For beneficial
      owners  who hold  options exercisable within 60 days of March 21, 2005,
      the number of shares of Common Stock on which the percentage  is  based
      also includes the number of shares underlying such options.
(3)   The shares  shown for Gary L. Werner  do not include (i) 250,000 shares
      held  by the Gary L. Werner Irrevocable  Inter Vivos QTIP Trust II, the
      sole trustee  of  which is  Union Bank  and Trust Company  who has sole
      investment and  voting  power  over  the shares held by the trust,  and
      (ii)  500,000 shares  held  by the Becky K. Werner Revocable Trust, the
      sole  trustee of which  is  Becky K. Werner (Mr. Werner's wife) who has
      sole investment  and voting  power  over  the shares held by the trust.
      Mr. Werner disclaims actual and beneficial ownership of the shares held
      by the Gary  L.  Werner Irrevocable Inter  Vivos QTIP Trust  II and the
      shares held by the Becky K. Werner Revocable Trust.
(4)   Based  on  Schedule 13G as  of  December 31, 2004, as  filed  with  the
      Securities and Exchange Commission by Barclays Global Investors, NA, 45
      Fremont  Street,  San  Francisco,  California  94105.  Barclays  Global
      Investors,  NA,  claims sole  voting power  with respect  to  3,865,962
      shares, sole dispositive power with respect to 4,316,109 shares, and no
      shared voting or dispositive power with respect to any of these shares.

                                      9



                EXECUTIVE COMPENSATION AND OTHER INFORMATION

      The table below summarizes the compensation paid by the Company and its
subsidiaries to the Company's Chief Executive  Officer and  to the  Company's
four  most  highly  compensated  executive  officers  other  than  the  Chief
Executive Officer who were serving as executive officers at December 31, 2004
for  services rendered in all capacities to the  Company and its subsidiaries
during the three fiscal years ended December 31, 2004.
                                      



                         SUMMARY COMPENSATION TABLE

                                                                                Long Term
                                                                               Compensation
                                                 Annual Compensation              Awards
                                          -----------------------------------  ------------
                                                                    Other
                                                                    Annual      Securities     All Other
                                                                 Compensation   Underlying   Compensation
  Name and Principal Position      Year   Salary($)   Bonus($)      ($)(1)      Options(#)      ($)(2)
  ---------------------------      ----   ---------   --------   ------------   ----------   ------------
                                                                               
Clarence L. Werner                 2004    675,000    300,000        40,000      100,000             -
Chairman and                       2003    636,668    300,000        46,000            -             -
Chief Executive Officer            2002    575,004    300,000       101,985            -             -

                                                                     
Gary L. Werner                     2004    330,000    190,000             -      100,000             -
Vice Chairman                      2003    318,808    160,000             -            -             -
                                   2002    301,250    110,000             -            -             -
                                                                     
Gregory L. Werner                  2004    421,500    250,000             -      100,000             -
President and                      2003    408,462    200,000             -            -             -
Chief Operating Officer            2002    344,712    150,000             -            -             -
                                                                     
Daniel H. Cushman                  2004    310,270    200,000             -      100,000         1,499
Senior Executive Vice              2003    290,677    150,000             -            -         1,100
President, Chief                   2002    267,909    100,000             -            -         2,550
Marketing and Operational
Officer                                                         
                                                                
Derek J. Leathers                  2004    244,253    140,000             -       35,000         1,499
Executive Vice President -         2003    230,086     95,000             -            -         1,305
Van Division and                   2002    227,211     65,000             -            -         1,433
International                                                        


___________
(1)  Other  annual compensation for Mr. Clarence L. Werner during 2004, 2003,
     and  2002  consists of  $40,000 for the  value of  professional services
     received and $0, $6,000 and $42,349, respectively, for personal use of a
     Company vehicle and Company aircraft. Other annual compensation for 2002
     also includes amounts reimbursed for payment of income taxes of $19,636.
(2)  All  other  compensation for 2004 for Mr. Cushman reflects the Company's
     contribution to  the individual 401(k) retirement savings plan of $1,195
     and the Company's  contribution to  the employee  stock purchase plan of
     $304 and  for Mr. Leathers  reflects the Company's  contribution  to the
     individual  401(k) retirement  savings plan  of $1,195 and the Company's
     contribution to the employee stock purchase plan of $304.

                                      10





                      OPTION GRANTS IN LAST FISCAL YEAR

                                Individual Grants                    
                   -----------------------------------------------
                    Number of                                       Potential Realizable Value
                   Securities  % of Total                           At Assumed Annual Rates of
                   Underlying   Options                              Stock Price Appreciation
                     Options   Granted to    Exercise                   For Option Term(2)
                     Granted  Employees in    Price     Expiration  --------------------------
       Name          (1)(#)   Fiscal Year   ($/Share)      Date        5%($)         10%($)
       ----        ---------- ------------  ---------   ----------  ------------  ------------
                                                                 
Clarence L. Werner   100,000      12.7%      $18.3300     5/20/14     1,152,764    2,921,330
Gary L. Werner       100,000      12.7%      $18.3300     5/20/14     1,152,764    2,921,330
Gregory L. Werner    100,000      12.7%      $18.3300     5/20/14     1,152,764    2,921,330
Daniel H. Cushman    100,000      12.7%      $18.3300     5/20/14     1,152,764    2,921,330
Derek J. Leathers     35,000       4.5%      $18.3300     5/20/14       403,467    1,022,465


___________
(1)  Options become exercisable in installments of 25%, 20%, 20%, 20% and 15%
     after the expiration of 24, 36, 48, 60 and 72 months, respectively, from
     the date of grant.
(2)  The  potential realizable values assume 5% and 10% annual rates of stock
     price  appreciation  from  the grant date based  on  the  options  being
     outstanding  for  ten  years (expiration of option  term).   The  actual
     realizable  value of the options in this table depends upon  the  actual
     performance of the Company's stock during the actual period the  options
     are outstanding.





               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR END OPTION VALUES

                                            Number of Securities        Value of Unexercised
                                           Underlying Unexercised           In-The-Money
                     Shares                     Options At                   Options At
                    Acquired                 December 31, 2004          December 31, 2004(1)
                       On       Value    --------------------------  --------------------------
                    Exercise   Realized  Exercisable  Unexercisable  Exercisable  Unexercisable
       Name            (#)       ($)         (#)          (#)            ($)           ($)
       ----         --------  ---------  -----------  -------------  -----------  -------------
                                                                   
Clarence L. Werner   125,000  1,625,698    700,000       775,000      9,748,996     9,653,454
Gary L. Werner        40,000    555,796    319,167       357,501      4,513,075     3,965,482
Gregory L. Werner     50,000    519,713    545,834       442,503      7,633,182     5,130,923
Daniel H. Cushman          -          -     91,982       166,253      1,300,219     1,349,006
Derek J. Leathers     35,834    524,684     32,917        77,501        463,553       750,893


___________
(1) Based  on  the  $22.64 closing price  per share of the  Company's  Common
    Stock on December 31, 2004.


                BOARD EXECUTIVE COMPENSATION COMMITTEE REPORT
                          ON EXECUTIVE COMPENSATION

      The following report is not deemed to be "soliciting material" or to be
"filed" with the SEC or subject to the liabilities of Section 18 of the  1934
Act,  and the report shall not be deemed to be incorporated by reference into
any  prior  or subsequent filing by the Company under the Securities  Act  of
1933  or the Securities Exchange Act of 1934 except to the extent the Company
specifically  requests that such information be incorporated by reference  or
treated as soliciting material.

      The  Executive  Compensation Committee of the Board  of  Directors  has
furnished the following report on executive compensation:

      The Executive Compensation Committee annually reviews and approves  the
compensation  for  the Chairman and Chief Executive Officer  ("CEO")  of  the
Company.   In  turn,  the  Chairman  and  CEO  reviews  and  recommends   the
compensation  for  the Vice Chairman and the President  and  Chief  Operating

                                      11


Officer.    Compensation  for  other  executive  officers  is  reviewed   and
recommended  by  the Chairman and CEO, Vice Chairman, and the  President  and
Chief  Operating Officer.  The Executive Compensation Committee  reviews  and
approves  the  total compensation for the executive officers of the  Company,
including the Chairman and CEO.

      As  with  all  employees,  compensation  for  the  Company's  executive
officers,  including  Clarence  L. Werner, Chairman  and  CEO,  is  based  on
individual   performance  and  the  Company's  financial  performance.    The
Company's  financial performance is the result of the coordinated efforts  of
all  employees,  including executive officers, through  teamwork  focused  on
meeting  the expectations of customers and stockholders.  The Company strives
to  compensate its executive officers, including the Chairman and CEO,  based
upon  the following key factors: (1) salary levels of executives employed  by
competitors  in  the  trucking  industry  and  other  regional  and  national
companies, (2) experience and pay history with the Company, (3) retention  of
key executives of the Company, and (4) relationship of individual and Company
financial performance to compensation increases.

      Base  salaries and the annual bonus are determined based on  the  above
factors.   The  annual  bonus allows executive officers  to  earn  additional
compensation  depending  on  individual and  Company  financial  performance.
Company financial performance is evaluated by reviewing such factors  as  the
Company's operating ratio, earnings per share, revenue growth, and  size  and
performance  relative  to competitors in the trucking  industry.   Individual
performance is evaluated by reviewing the individual's contribution to  these
financial  performance  goals  as  well  as  a  review  of  quantitative  and
qualitative  factors.   Stock options are used as  a  long-term  compensation
incentive  and are intended to retain and motivate executives and  management
personnel  for the purpose of improving the Company's financial  performance,
which  should,  in  turn,  improve the Company's  stock  performance.   Stock
options  are granted periodically to executives and management based  on  the
individuals'  performance  and  potential contribution.   Stock  options  are
granted  with  exercise prices equal to the prevailing market  price  of  the
Company's stock on the date of the grant.  Therefore, options only have value
if the market price of the Company's stock increases after the grant date.

      The  Committee compared the total compensation package for Mr. Clarence
L.  Werner and the other top four Werner executives to the total compensation
packages  of  many  of  the  Company's  publicly-traded  competitors  in  the
truckload  industry, as disclosed in each company's most  recently  available
proxy  statement.   Comparisons were made on the basis of total  compensation
per  tractor operated, total compensation as a percentage of net income,  and
similar  factors.  Both the total compensation of the Company's CEO  and  the
average total compensation of the Company's other executives disclosed in the
summary  compensation table were in the middle of the range  of  compensation
paid  by  many of the Company's publicly-traded competitors in the  truckload
industry,  based  on  total  compensation  per  tractor  operated  and  as  a
percentage of net income.

      The Executive Compensation Committee has determined it is unlikely that
the Company would pay any significant amounts in the year ended December 2005
that  would  result in a loss of Federal income tax deduction  under  Section
162(m) of the Internal Revenue Code of 1986, as amended, and accordingly, has
not  recommended  that  any special actions be taken or  that  any  plans  or
programs be revised at this time.

                                   Gerald H. Timmerman
                                   Jeffrey G. Doll
                                   Michael L. Steinbach
                                   Kenneth M. Bird
                                   Patrick J. Jung


    EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The  Executive  Compensation Committee of the  Board  of  Directors  is
comprised of Messrs. Timmerman, Doll, Steinbach, Bird, and Jung.

      Mr. Clarence L. Werner served as Chairman of the Executive Compensation
Committee  until  April 30, 2004, the effective date of his resignation  from
the  Executive  Compensation Committee, and is also the  Chairman  and  Chief

                                      12


Executive  Officer  of the Company.  Disclosure of transactions  between  Mr.
Clarence L. Werner and the Company required by Item 404 of Regulation S-K can
be found under the caption "Certain Transactions".


                        REPORT OF THE AUDIT COMMITTEE

      The following report is not deemed to be "soliciting material" or to be
"filed" with the SEC or subject to the liabilities of Section 18 of the  1934
Act,  and the report shall not be deemed to be incorporated by reference into
any  prior  or subsequent filing by the Company under the Securities  Act  of
1933  or the Securities Exchange Act of 1934 except to the extent the Company
specifically  requests that such information be incorporated by reference  or
treated as soliciting material.

      The  Audit Committee of the Board of Directors is comprised of  Messrs.
Jung,  Doll,  Timmerman, Steinbach, and Bird.  Mr. Jung is  chairman  of  the
Audit Committee.  All of the committee members qualify as independent members
of  the Audit Committee under the National Association of Securities Dealers'
listing  standards.  The primary purpose of the Audit Committee is to  assist
the  Board  of Directors in its general oversight of the Company's  financial
reporting  process.   The Audit Committee conducted its oversight  activities
for  the  Company in accordance with the duties and responsibilities outlined
in the Audit Committee charter.

       The   Company's   management  is  responsible  for  the   preparation,
consistency,  integrity, and fair presentation of the  financial  statements,
accounting  and  financial  reporting principles,  systems  of  internal  and
disclosure  controls,  and  procedures designed  to  ensure  compliance  with
accounting  standards,  applicable  laws,  and  regulations.   The  Company's
independent auditors, KPMG LLP, are responsible for performing an independent
audit of the financial statements and expressing an opinion on the conformity
of  those  financial statements with accounting principles generally accepted
in the United States of America.

      In  conjunction  with  the preparation of the  Company's  2004  audited
financial  statements, the Audit Committee met with both management  and  the
Company's  outside  auditors to review and discuss the  financial  statements
included in the Company's Annual Report on Form 10-K prior to their  issuance
and  to  discuss   significant  accounting  issues.  Management  advised  the
Audit Committee  that  the financial statements were  prepared in  accordance
with  accounting  principles  generally  accepted  in  the  United  States of
America, and  the  Audit  Committee   discussed  the  statements  with   both
management and the outside auditors.  The Audit Committee's  review  included
discussion  with  the outside auditors of matters required  to  be  discussed
pursuant to Statement on Auditing  Standards No. 61 (Communication With Audit
Committees).

      With  respect  to  the Company's outside auditors, the Audit Committee,
among  other  things,  discussed  with  KPMG  LLP  matters  relating  to  its
independence, including written  disclosures made to the  Audit Committee  as
required  by  the Independence  Standards  Board Standard No. 1 (Independence
Discussions with Audit Committees).

      Based  on the  foregoing  review and discussions,  the  Audit Committee
has  recommended  to  the  Board  of  Directors  that  the  audited financial
statements be  included  in the Company's  Annual Report on Form 10-K for the
fiscal year ended December 31,  2004,  for  filing with  the  Securities  and
Exchange Commission.

                                   Patrick J. Jung, Committee Chairman
                                   Jeffrey G. Doll
                                   Gerald H. Timmerman
                                   Michael L. Steinbach
                                   Kenneth M. Bird

                                      13


                              PERFORMANCE GRAPH
               COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

      The following graph is not deemed to be "soliciting material" or to  be
"filed" with the SEC or subject to the liabilities of Section 18 of the  1934
Act,  and the report shall not be deemed to be incorporated by reference into
any  prior  or subsequent filing by the Company under the Securities  Act  of
1933  or the Securities Exchange Act of 1934 except to the extent the Company
specifically  requests that such information be incorporated by reference  or
treated as soliciting material.





                        [PERFORMANCE GRAPH APPEARS HERE]








                                    12/31/99  12/31/00  12/31/01  12/31/02  12/31/03  12/31/04
                                    --------  --------  --------  --------  --------  --------
                                                                     
Werner Enterprises, Inc. (WERN)       $100     $121.8    $175.1    $207.7    $236.1    $276.0
Standard & Poor's 500                 $100     $ 91.2    $ 80.4    $ 62.6    $ 80.6    $ 89.5
Nasdaq Trucking Group (SIC Code 42)   $100     $110.3    $152.2    $173.4    $224.3    $314.4



      Assuming  the investment of $100 on December 31, 1999, and reinvestment
of  all  dividends, the graph above compares the cumulative total stockholder
return on the Company's Common Stock for the last five fiscal years with  the
cumulative  total  return of the Standard & Poor's 500 Market  Index  and  an
index  of  other companies that are in the trucking industry (Nasdaq Trucking
Group  -  Standard Industrial Classification ("SIC") Code 42) over  the  same
period.   The Company's stock price was $22.64 as of December 31, 2004.  This
was used for purposes of calculating the total return on the Company's Common
Stock for the year ended December 31, 2004.


         PROPOSAL CONCERNING AMENDMENT TO ARTICLES OF INCORPORATION
                                      
      On  March  3,  2005,  the  Board of Directors authorized  a  resolution
recommending  that  the stockholders consider and approve an  amendment  (the
"Proposed Amendment") to Article X of the Company's Articles of Incorporation
(the  "Articles") to provide that the Board of Directors be divided into  two
or  three classes of not less than two, nor more than five, directors, and to
be  as  nearly  equal in number as possible.  The Articles currently  provide

                                      14


that  there  shall  be  up  to  three separate  classes  of  directors,  each
consisting of not less than three directors, and as nearly equal in number as
possible.   To  be  adopted, the Proposed Amendment requires the  affirmative
vote of the stockholders representing a majority of the outstanding shares of
the Common Stock of the Company present in person or represented by proxy  at
the  2005  Annual  Meeting of Stockholders.  The Board of Directors  believes
that it is in the best interests of the Company and its stockholders to amend
the Articles to give effect to the Proposed Amendment.

      Article X of the Articles, as amended by the Proposed Amendment,  would
read as set forth below (new language is underlined):

          "The Board of Directors of the Corporation may be divided  into two
                                                                     --------
     or  three classes, each class to consist of not less than  two, nor more
     -----------------                                          -------------
     than five, directors, and to be as nearly equal in number  as  possible.
     ---------
     The number of classes of directors and the terms of office for directors
     in each such class shall be set forth in  the Bylaws of the Corporation.
     
           Any  vacancy  in the office of a director shall be filled  by  the
     vote of the  remaining directors, even if less than a  quorum, or by the
     sole  remaining director. The director  class  of  any directors  chosen
     to  fill vacancies shall be  designated  by the Board and such directors
     shall hold office until the next election of  directors  of the class of
     which they are a member and until their successors shall be  elected and
     qualified.
          
          Any newly created directorship resulting from any increase  in  the
     number of directors may be filled by the Board of Directors, acting by a
     majority of the directors then in office, even if less than a quorum, or
     by a sole remaining director. The director class of any directors chosen
     to fill newly created directorships shall be designated by the Board and
     such directors shall hold office until the next election of directors of
     the class of which they are a member and until their successors shall be
     elected and qualified."

      The Board of Directors believes that it is in the best interests of the
Company  and  its  stockholders  to  adopt  the  Proposed  Amendment  and  is
recommending  that the amendment be approved by stockholders.  On  April  30,
2004,  Mr. Curtis G. Werner, one of the three Class I directors standing  for
election at the 2004 Annual Meeting of  Stockholders, resigned as  an officer
and director of the Company and did not stand  for re-election.  The Board of
Directors has operated with a director vacancy since Mr. Werner's resignation
until the next annual meeting when the Proposed  Amendment could be presented
for stockholder approval.  On April 30, 2004, the Board  of Directors adopted
an amendment to the Company's  Bylaws (the  "Bylaws") to reduce the number of
directors on the Board of Directors from nine to eight.  This Bylaw amendment
would  become  effective  upon stockholder approval of the Proposed Amendment
to the Articles. The Board  of Directors believes the Proposed Amendment will
achieve consistency between the provisions of these documents.

      If  the Proposed Amendment to the Articles is approved by stockholders,
the  Board of Directors currently intends to maintain its current composition
of three classes with eight directors, as follows:

             Class I:     2 directors, terms expiring 2007
             Class II:    3 directors, terms expiring 2005/2008
             Class III:   3 directors, terms expiring 2006

       If  the  Proposed  Amendment  to  the  Articles  is  not  approved  by
stockholders, the Board will consider the options available to it  under  its
Articles and Bylaws.

      While the Board of Directors has authority to set the number of classes
and directors in such class under the Company's Bylaws, the Nebraska Business
Corporation Act restricts any increase or decrease in the number of directors
to  no  more  than  30%  of  the number of directors  last  approved  by  the
corporation's stockholders.  As a result, the number of directors  could  not
be  increased or decreased from the current number of directors by more  than
two directors without further stockholder approval.

                                      15


      The reduction in the number of directors in any class from three to two
directors  increases  the number of votes needed under cumulative  voting  to
elect  a  director  in that class from 33-1/3% to 50%.  An  increase  in  the
number  of  directors  in any class would decrease the  necessary  percentage
under  cumulative voting to elect a director.  For example, an increase  from
three  to four directors would decrease the required percentage from  33-1/3%
to  25%.  The Board of Directors currently has no intent to change the number
of  directors from the current number of eight, if the Proposed Amendment  to
the Articles is approved.

      Assuming  the  presence of a quorum, if the Proposed Amendment  to  the
Articles  is  approved by the stockholders representing  a  majority  of  the
outstanding  shares of the Common Stock of the Company present in  person  or
represented  by  proxy  at the 2005 Annual Meeting of Stockholders,  it  will
become  effective  upon  the  filing of a Certificate  of  Amendment  to  the
Articles  with  the  Secretary of State of the State of  Nebraska,  which  is
expected to be accomplished as promptly as practicable after such approval is
obtained.

     THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS  VOTE  "FOR"  THE
PROPOSED  AMENDMENT TO THE ARTICLES OF INCORPORATION.  PROXIES  SOLICITED  BY
THE  BOARD  OF  DIRECTORS  WILL BE VOTED FOR THE  PROPOSED  AMENDMENT  UNLESS
STOCKHOLDERS SPECIFY A CONTRARY VOTE.


               STOCKHOLDER PROPOSAL REGARDING BOARD DIVERSITY
                                      
      The  Company has been informed that a stockholder intends to  introduce
the  following resolution at the Annual Meeting.  Upon receiving an  oral  or
written  request,  the  Company will furnish the  name  and  address  of  the
stockholder submitting the proposal.  The Company takes no responsibility for
the content of this proposal.


                         BOARD DIVERSITY RESOLUTION

WHEREAS

      Werner Enterprises currently has a distinguished board of nine persons,
all of whom are white males; and

      We  believe that our Board should take every reasonable step to  ensure
that women and persons from minority racial groups are in the pool from which
Board nominees are chosen; therefore be it

RESOLVED that the shareholders request the Board:

   1.     In  connection  with its  search for  suitable Board candidates, to
          ensure that women and persons from minority racial groups are among
          those it considers for nomination to the Board.

   2.     To publicly  commit  itself  to a policy  of  board  inclusiveness,
          including  steps  to be taken and a timeline for implementing  that
          policy.

   3.     To report  to  shareholders, at reasonable  expense  (and  omitting
          proprietary information) by September 2005:

          a.  On its efforts to encourage diversified  representation  on the
              board; and

          b.  Whether,  in  the   nominating  committee's  charter   or   its
              procedures,  diversity is included as a criterion in  selecting
              the total membership of the Board.


                            SUPPORTING STATEMENT
                                      
      Recent  corporate scandals resulted in the enactment of  the  Sarbanes-
Oxley  Act  and  both the stock exchanges and the SEC have taken  actions  to
enhance  the  independence,  accountability and responsiveness  of  corporate
boards, including requiring greater board and committee independence.

                                      16


      We  believe that in order to enhance such independence it is  necessary
for corporations to aggressively seek diversity by gender, age and race among
their  board candidates. As companies seek new board members to meet the  new
independence standards, there is a unique opportunity to enhance diversity on
the board. Several corporations (including JPMorgan Chase, Coca-Cola, Johnson
&  Johnson,  Pfizer,  Procter & Gamble, and TimeWarner) have  included  their
commitment to board diversity (by gender and race) in the charters for  their
nominating  committees (both NYSE and NASDAQ now require committee charters).
We believe that the judgment and perspectives offered from deliberations of a
diverse  board of directors improve the quality of their decision making  and
will  enhance  business  performance by enabling a company  to  respond  more
effectively to the needs of customers worldwide.

      We  note that only a relatively small number of S&P 500 companies  have
all-white-male  boards. We believe that many publicly-held corporations  have
benefited from the perspectives brought by many well-qualified board  members
who  are women or minority group members. For that reason, some institutional
investors  are pressuring companies to diversify their boards.  For  example,
the  2003  corporate governance guidelines of America's largest institutional
investor  (TIAA -CREF)  calls for diversity of directors by experience,  sex,
age and race.

      Similarly,  in  2002 the $20 billion Connecticut Retirement  and  Trust
Funds  launched a board diversity initiative. "My first priority as treasurer
is  the  bottom  line,"  said  Connecticut State  Treasurer  Denise  Nappier.
"Greater  diversity leads to better corporate governance, which is  good  for
Connecticut's investments. I regard diversity as key to the functioning of an
effective board. In a complex global market you need to pick from the largest
pool of talent available to you," said Ms. Nappier.

     We urge the Board to enlarge its search for qualified members by casting
a wider net.


       THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
                     PROPOSAL FOR THE FOLLOWING REASONS:

      Similar resolutions were submitted by this proponent the last two years
and  were  defeated  by  the stockholders at both the 2003  and  2004  Annual
Meetings.  At the 2004 Annual Meeting 63,251,693 votes were cast against  the
proposal's adoption, representing more than 91% of the total votes  cast  for
and against the proposal.

      The  Board  of  Directors does not believe this  proposal  would  serve
stockholder  interests.  The Company offers equal employment  opportunity  to
all  persons  without regard to race, color, religion, sex, national  origin,
age,  disability or veteran status in accordance with applicable  laws.   The
Company's  Board  also recognizes that qualified Board members  with  diverse
backgrounds  and perspectives can enhance Company performance.  However,  the
Board  believes  the  primary criteria in selecting an individual  for  Board
membership  should  be that individual's qualifications, experience,  skills,
talents  and  the individual's ability to contribute to the  success  of  the
Company  (and  thereby contribute to the enhancement of  stockholder  value),
without regard to the individual's gender, race, color or other status.

     The  stockholder proposal would require the Board of Directors  to  take
every  reasonable step to ensure that women and persons from minority  racial
groups  are  in  the  pool from which Board nominees are chosen.   There  are
numerous  factors  that contribute to a candidate being a suitable  Director,
and  the Board believes that the Company and its stockholders are best served
by  a  focus  on the overall qualifications of candidates rather than  narrow
goals regarding gender, race, color or any other category.  Furthermore,  the
Board  wishes to avoid any implication that it has not previously  considered
the  most  qualified  individuals without regard to the individual's  gender,
race,  color  or  other  status.  Moreover, since the Company's  2004  Annual
Meeting,  the  Board adopted a Nominating Committee Charter and approved  the
Nominating  Committee Directorship Guidelines and Selection Policy,  both  of
which  are available to stockholders and the public on the Company's website.
The  Board views the nominating process and criteria set forth in the Charter
and   Guidelines  as  the  best  means  of  ensuring  that  individuals  with
appropriate qualifications serve as directors.

                                      17

     
     If the Board adopted the resolution contained in the proposal, the Board
believes  that its ability to select the most qualified candidates for  Board
membership could be limited. In addition, the Board does not agree  that  the
burden,  expense  and  time involved in preparing  the  requested  report  on
diversity  efforts  would  be beneficial to the Company's  stockholders.   As
such,  the  Board believes the proposal is not in the best interests  of  the
Company  and  its  stockholders and recommends  that  you  vote  AGAINST  the
proposal.

     Assuming the presence of a quorum, the affirmative vote of a majority of
the  votes cast on this matter by the stockholders of the outstanding  shares
present  in  person  or represented by proxy at the 2005  Annual  Meeting  of
Stockholders  and  entitled  to vote thereon  is  required  to  approve  this
stockholder proposal.

     THE  BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" THIS
PROPOSAL.  PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED  AGAINST
THE PROPOSAL UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.


                            CERTAIN TRANSACTIONS

      The  Company leases certain land from the Clarence L. Werner  Revocable
Trust  (the "Trust"), a related party.  Clarence L. Werner, Chairman  of  the
Board  and  Chief Executive Officer, is the sole trustee of the  Trust.   The
land  and  related improvements consist of lodging facilities and a  sporting
clay  range  and are used by the Company for business meetings  and  customer
promotion.

      During 2001, the Company and the Trust entered into a new 10-year lease
with  the  term of the lease beginning June 1, 2002.  The new lease  provides
for  termination of the original lease which began in 1994.   The  new  lease
provides the Company with the option to extend the lease for  two  additional
5-year periods following the initial term.  The Company will make annual rent
payments  of  one  dollar ($1) to the Trust for use  of  the  property.   The
Company  is  responsible  for  all real estate taxes  and  maintenance  costs
related  to  the property.  At any time during the term of the lease  or  any
extensions thereof, the Company has the option to purchase the land from  the
Trust  at  its  current market value, excluding the value  of  all  leasehold
improvements  made  by  the Company.  The Company also  has  right  of  first
refusal  to purchase the land or any part thereof if the Trust has  an  offer
from an unrelated third party to purchase the land.  The Trust has the option
at  any  time during the lease to demand that the Company exercise its option
to  purchase the land at its current market value.  If the Company elects not
to  purchase the land as demanded by the Trust, then the Company's option  to
purchase  the  land at any time during the lease is forfeited;  however,  the
Company  will  still have right of first refusal related to a purchase  offer
from an unrelated third party.  If the Company terminates the lease prior  to
the  expiration of its 10 year term and elects not to purchase the land  from
the Trust, then the Trust agrees to pay the Company the cost of all leasehold
improvements,  less  accumulated depreciation calculated on  a  straight-line
basis over the term of the lease (10 years).   The Company has made leasehold
improvements to the land of approximately $6.1 million since inception of the
original lease in 1994.

      On  April  17,  2000, the Company entered into an  agreement  with  WRG
Development,  L.L.C. to sell 2.746 acres of land near the  Company's  Dallas,
TX,  terminal to WRG Development, L.L.C. or its nominee (WRG Dallas,  L.L.C.)
for  $361,330.   The closing date for the 2.746 acres was January  10,  2001.
The  agreement  also included an option, and notice of the exercise  of  that
option  has  been  given  by WRG Dallas, L.L.C., for WRG  Dallas,  L.L.C.  to
purchase approximately .783  additional acres for  an  approximate  price  of
$90,000.   The  Clarence L. Werner Revocable Trust (the "Trust"),  a  related
party,  owned a one-third interest in WRG Development, L.L.C. and WRG Dallas,
L.L.C.   Clarence  L.  Werner,  Chairman of the  Board  and  Chief  Executive
Officer, is the sole trustee of the Trust.  In a separate agreement with  WRG
Dallas,  L.L.C.  on  September  27, 2000, the Company  committed  to  rent  a
guaranteed  number of rooms in the lodging facility constructed and  operated
on  the land purchased from the Company.  In April 2002, the Company and  WRG
Dallas,  L.L.C.  signed  an addendum to this agreement.   The  terms  of  the
addendum provide that the Company will pay for an average of 40 rooms per day
per  week  at fixed rates depending on room size and amenities.  The contract
provides for an annual 10% increase in the number of rooms guaranteed by  the

                                      18


Company and a 3% annual increase in the fixed room rates.  The original  room
rental agreement became effective September 16, 2001 and has a six-year term,
the  duration  of  which  was not modified by the April  2002  addendum.  WRG
Dallas,  L.L.C. billed the Company $840,421 for rooms rented during the  year
ended  December 31, 2004.  All amounts paid by the Company in 2004  were  for
rooms  used  by the Company's employees, primarily its drivers.  The  Company
believes  that  these  transactions are on terms no  less  favorable  to  the
Company than those that could be obtained from unrelated third parties, on an
arm's length basis.

      On  February  28,  2005,  the Trust assigned  its  one-third  ownership
interests  in WRG Dallas, L.L.C. and WRG Development, L.L.C. to  the  Company
for  a payment of ten dollars ($10).  The Company assumed one-third ownership
in  this  71-room  motel  that has an appraised value  of  $2.6  million  and
outstanding  notes  payable of $2.2 million.  This  motel  had  positive  net
income  in  2004,  after  all expenses, including depreciation  and  interest
expense.   The Company has agreed to hold Clarence L. Werner and the Clarence
L.  Werner  Revocable Trust harmless with respect to any  guarantee  of  debt
executed prior to the date of assignment.

     The  Company in the following capacities employs members of Chairman and
Chief  Executive Officer Clarence L. Werner's family.  Clarence  L.  Werner's
brother,  Vern Werner, is employed as Manager of Owner-Operator  Conversions,
Clarence  L. Werner's brother, Jim Werner, is employed as Fleet Manager,  and
Clarence  L. Werner's son-in-law, Scott Robertson, is employed as Director  -
Aviation.  The Company compensated in excess of $60,000 in total compensation
to each of these three individuals.  The aggregate total compensation paid to
these three individuals in 2004 was $318,246.
     
     During  2004,  the  Company paid $6,354,107 to Pegasus Enterprises,  LLC
which  is  owned by Clarence L. Werner's brother, Vern Werner, and sister-in-
law  and  paid  $452,981  to D-W Trucking, in which Vern  Werner  has  a  50%
ownership interest.  Pegasus Enterprises, LLC and D-W Trucking lease tractors
and  drivers  to the Company as owner-operators.  At December 31,  2004,  the
Company  had  notes  receivable  from Pegasus Enterprises,  LLC  of  $656,000
related  to the sale of 35 used trucks.  The payments to Pegasus Enterprises,
LLC  and D-W Trucking are based on the same per-mile settlement scale as  the
Company's  other similar owner-operator contractors.  The terms of  the  note
agreements with and the tractor sales prices to Pegasus Enterprises, LLC  are
no  less  favorable  to the Company than those that could  be  obtained  from
unrelated third parties, on an arm's length basis.
     
     
                       INDEPENDENT PUBLIC ACCOUNTANTS

      The  firm  of KPMG LLP is the independent registered public  accounting
firm  of  the  Company.  The following table presents fees  for  professional
audit  services  rendered by KPMG LLP for the audit of the  Company's  annual
financial statements for the years ended December 31, 2004 and 2003, and fees
for other services rendered by KPMG LLP during those periods.




                                         2004         2003
                                       --------     --------
                                              
      Audit Fees                       $422,040     $ 87,271
      Audit-Related Fees                 11,111      123,168
      Tax Fees                                0            0
      All Other Fees                          0        8,500
                                       --------     --------
      Total                            $433,151     $218,939
                                       ========     ========



      Audit  fees relate to services rendered for the audit of the  Company's
annual  financial statements and review of financial statements  included  in
the  Company's Form 10-Q.  In 2004, audit fees also include fees for services
rendered  for  the audits of (i) management's assessment of the effectiveness
of  internal  control over financial reporting and (ii) the effectiveness  of
internal  control over financial reporting.  Audit-related fees include  fees
for  SEC  registration  statement services, benefit  plan  audits,  actuarial
services  related  to  the valuation of insurance and  claims  accruals,  and
assessment  and  procedures  documentation of  risk  management  controls  in

                                      19


connection  with the implementation of Section 404 of the Sarbanes-Oxley  Act
of 2002.  Tax fees are defined as fees for tax compliance, tax advice and tax
planning.   All  other  fees  include fees for a  compliance  review  of  the
Company's 401(k) retirement savings plan.

      The  Audit Committee has reviewed the services provided related to  the
other fees billed by KPMG LLP and believes that these services are compatible
with  maintaining  KPMG LLP's independence with regard to the  audit  of  the
Company's financial  statements.  It is anticipated that the Audit Committee,
at  its  next  scheduled  meeting, will  approve KPMG LLP as  the independent
registered  public  accounting  firm  for  the  Company  for  the year ending
December 31, 2005.  Representatives of KPMG LLP will be present at the Annual
Meeting of Stockholders, will have an opportunity to make a statement if they
so desire, and will be available  to  respond  to appropriate  questions from
stockholders.


  POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF
                       INDEPENDENT PUBLIC ACCOUNTANTS
                                      
      The  Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent public accountants.  Prior to engagement
of  the  independent public accountants for the next year's audit, management
will  submit to the Audit Committee for approval a list of all audit and non-
audit services expected to be rendered during that year and the budgeted fees
for  those  services.   The Audit Committee pre-approves  these  services  by
category   of  service  (audit,  audit-related,  tax  and  other)  prior   to
commencement  of  the engagement.  If circumstances arise  where  it  becomes
necessary  to  engage  the  independent  public  accountants  for  additional
services  not contemplated in the original pre-approval, the Audit  Committee
will  approve  those  additional  services  prior  to  commencement  of   the
engagement.  The Audit Committee may delegate pre-approval authority  to  the
Chair  of the Audit Committee, provided that the Chair reports any such  pre-
approval decisions to the Audit Committee at its next scheduled meeting.  The
independent public accountants and management periodically report to the full
Audit  Committee regarding the extent of services provided by the independent
public accountants in accordance with this pre-approval, and the fees for the
services  performed  to date.  1% of the fees paid to the independent  public
accountants  during fiscal 2004 and 2003 under the categories  Audit-Related,
Tax  and  All Other fees described above were approved by the Audit Committee
after services were rendered pursuant to the de minimus exception established
by the SEC.


                            STOCKHOLDER PROPOSALS

      Stockholder  proposals  intended to be presented  at  the  2006  Annual
Meeting  of Stockholders must be received by the Secretary of the Company  on
or  before  December 2, 2005, to be eligible for inclusion in  the  Company's
2006  proxy  materials.   The inclusion of any such proposal  in  such  proxy
material  shall  be  subject to the requirements of the proxy  rules  adopted
under  the  Securities  Exchange Act of 1934, as  amended.   Nominations  for
directors  to  be elected at the 2006 Annual Meeting of Stockholders  may  be
submitted by stockholders by delivery of such nominations in writing  to  the
Secretary  of  the  Company by December 2, 2005.  For a  description  of  the
process for submitting such nominations, see "Director Nomination Process" on
page 2 of this Proxy Statement.

      Stockholder  proposals submitted for presentation at  the  2005  Annual
Meeting  but  not  included in our proxy materials must be  received  by  the
Secretary of the Company at its headquarters in Omaha, Nebraska no later than
April 20, 2005.  Such proposals must set forth (i) a brief description of the
business  desired to be brought before the Annual Meeting and the reason  for
conducting such business at the Annual Meeting, (ii) the name and address  of
the stockholder proposing such business, (iii) the class and number of shares
of the Company's Common Stock beneficially owned by such stockholder and (iv)
any   material   interest  of  such  stockholder  in  such  business.    Only
stockholders  of record as of March 21, 2005, are entitled to bring  business
before the Annual Meeting.

                                      20


        DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
                                      
      The SEC has adopted rules that permit companies and intermediaries such
as brokers to satisfy delivery requirements for proxy statements with respect
to  two  or more stockholders sharing the same address by delivering a single
proxy  statement  addressed to those stockholders.  This  process,  which  is
commonly   referred   to  as  "householding,"  potentially   provides   extra
convenience for stockholders and cost savings for companies.  The Company and
some  brokers household proxy materials, delivering a single proxy  statement
to multiple stockholders sharing an address unless contrary instructions have
been  received from one or more of the stockholders.  The Company  undertakes
to  deliver  promptly  upon written or oral request a separate  copy  of  the
annual report or proxy statement, as applicable, to a stockholder at a shared
address to which a single copy of the documents was delivered.  A stockholder
who  wishes to receive a separate copy of a proxy statement or annual report,
or  one  who  is  receiving multiple copies and wishes to receive  only  one,
should  notify  the broker if the shares are held in a brokerage  account  or
notify  the Company if the stockholder holds registered shares.  Stockholders
can  notify  the Company by sending a written request to Werner  Enterprises,
Inc.,  Corporate  Secretary, P.O. Box 45308, Omaha, NE 68145  or  by  calling
(402) 895-6640.
                                      
                                      
                               OTHER BUSINESS

      Management  of the Company knows of no business that will be  presented
for  consideration  at  the Annual Meeting of Stockholders  other  than  that
described  in  the Proxy Statement.  As to other business, if any,  that  may
properly be brought before the meeting, it is intended that proxies solicited
by the Board will be voted in accordance with the best judgment of the person
voting the proxies.

      Stockholders  are urged to complete, date, sign, and return  the  proxy
enclosed  in  the envelope provided. Prompt response will greatly  facilitate
arrangements for the meeting, and your cooperation will be appreciated.

                                   By Order of the Board of Directors

                                   /s/ James L. Johnson

                                   James L. Johnson
                                   Vice President, Controller
                                     and Corporate Secretary

                                      21


                           WERNER ENTERPRISES, INC.
                             Post Office Box 45308
                          Omaha, Nebraska  68145-0308
                            _______________________
                                       
                                 FORM OF PROXY
                            _______________________

     This Proxy  is  solicited  on behalf  of the Board  of Directors for the
Annual Meeting of  Stockholders  to  be  held  May 10, 2005. The  undersigned
hereby appoints  Clarence L. Werner and Gary L. Werner, and each of  them, as
proxy, with  full power of substitution in each of them and hereby authorizes
them  to represent  and  vote, as designated below, all the shares of  Common
Stock  of Werner  Enterprises, Inc., held of record by the undersigned as  of
March 21, 2005,  at  the Annual Meeting of Stockholders to be held on May 10,
2005, and any adjournments thereof.

1.   Election of Directors.
           (Check  only  one  box  below.  To  withhold  authority  for   any
           individual nominee, strike through the name of the nominee.)

     [   ] To vote for the nominees listed below:

               Gary L. Werner
               Gregory L. Werner
               Michael L. Steinbach
      or

     [   ] To withhold authority to vote for all nominees listed above.

2.   To amend Article X of the Articles of Incorporation regarding the number
     of classes of directors and the number of directors in each class.
           (Check only one box below.)
                                                          
     [   ]  For                  [   ]  Against            [   ]  Abstain

3.   Stockholder Proposal - Board Diversity Resolution.
           (Check only one box below.)

     [   ]  For                  [   ]  Against            [   ]  Abstain

4.   In their discretion,  the proxy is authorized to vote  upon  such  other
     business as may properly come before the meeting.

     This Proxy, when properly executed, will be voted in the manner directed
hereon  by  the  undersigned stockholder. If no direction is made, this Proxy
will  be  voted  FOR  the  election  of  all  nominees  for director, FOR the
amendment  to the  Articles  of  Incorporation, and AGAINST  the  stockholder
proposal.  Please sign exactly as your name appears.  When shares are held by
joint  tenants,  both  should  sign.  When signing  as an attorney, executor,
administrator, trustee or guardian, please give your full title.   If signing
as a corporation,  please sign  the  full  corporate name by the President or
another authorized  officer. If a partnership, please sign in the partnership
name by an authorized person.

_______________________ __________  ______________________________ __________
Signature               Date        Signature if held jointly      Date

Please  mark, sign,  date, and promptly return this form of proxy  using  the
enclosed self-addressed, postage-paid return envelope.