UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 10-Q

[Mark one]
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
                                    OR
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

Commission file number 0-14690

                         WERNER ENTERPRISES, INC.
          (Exact name of registrant as specified in its charter)

NEBRASKA                                                        47-0648386
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)


14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA                                                 68145-0308
(Address of principal                                           (Zip Code)
executive offices)
    Registrant's telephone number, including area code: (402) 895-6640
                     _________________________________

      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been subject to such filing requirements for the past 90 days.
                              Yes X     No
                                 ---      ---

      Indicate  by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated  filer  and large accelerated filer"  in  Rule  12b-2  of  the
Exchange Act.  (Check one):
Large accelerated filer X   Accelerated filer     Non-accelerated filer
                       ---                   ---                       ---

      Indicate by check mark whether the registrant is a shell company  (as
defined in Rule 12b-2 of the Exchange Act).
                              Yes       No X
                                 ---      ---

     As  of  July  28,  2006, 77,269,947 shares of the registrant's  common
stock, par value $.01 per share, were outstanding.



                            INDEX TO FORM 10-Q
                                                                       PAGE
                                                                       ----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

        Consolidated  Statements of Income for the Three Months  Ended
        June 30, 2006 and 2005                                            3

        Consolidated  Statements of Income for the  Six  Months  Ended
        June 30, 2006 and 2005                                            4

        Consolidated Condensed Balance Sheets as of June 30, 2006  and
        December 31, 2005                                                 5

        Consolidated Statements of Cash Flows for the Six Months Ended
        June 30, 2006 and 2005                                            6

        Notes to Consolidated Financial Statements as of June 30, 2006    7

Item 2. Management's  Discussion and Analysis of  Financial  Condition
        and Results of Operations                                        11

Item 3. Quantitative and Qualitative Disclosures About Market Risk       25


Item 4. Controls and Procedures                                          26


PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      27


Item 4. Submission of Matters to a Vote of Security Holders              27


Item 6. Exhibits                                                         28


                                  PART I

                           FINANCIAL INFORMATION

Item 1.  Financial Statements.

     The interim consolidated financial statements contained herein reflect
all  adjustments, which in the opinion of management are  necessary  for  a
fair  statement of the financial condition, results of operations, and cash
flows  for  the  periods  presented.  The  interim  consolidated  financial
statements have been prepared in accordance with the instructions  to  Form
10-Q  and  do  not  include all the information and footnotes  required  by
accounting  principles generally accepted in the United States  of  America
for complete financial statements.

     Operating results for the three-month and six-month periods ended June
30,  2006,  are  not  necessarily indicative of the  results  that  may  be
expected  for  the  year  ending December 31,  2006.   In  the  opinion  of
management,  the  information  set forth in the  accompanying  consolidated
condensed  balance  sheets  is fairly stated in all  material  respects  in
relation to the consolidated balance sheets from which it has been derived.

     These  interim  consolidated financial statements should  be  read  in
conjunction  with  the Company's Annual Report on Form 10-K  for  the  year
ended December 31, 2005.

                                     2


                         WERNER ENTERPRISES, INC.
                     CONSOLIDATED STATEMENTS OF INCOME




                                                     Three Months Ended
(In thousands, except per share amounts)                  June 30
---------------------------------------------------------------------------
                                                     2006          2005
---------------------------------------------------------------------------
                                                        (Unaudited)

                                                          
Operating revenues                                $ 528,889     $ 485,789
                                                ---------------------------

Operating expenses:
   Salaries, wages and benefits                     149,743       141,332
   Fuel                                             102,812        78,064
   Supplies and maintenance                          38,982        39,921
   Taxes and licenses                                27,905        29,465
   Insurance and claims                              21,613        21,838
   Depreciation                                      41,072        40,539
   Rent and purchased transportation                101,335        90,342
   Communications and utilities                       4,827         5,134
   Other                                             (5,751)       (2,974)
                                                ---------------------------
    Total operating expenses                        482,538       443,661
                                                ---------------------------

Operating income                                     46,351        42,128
                                                ---------------------------

Other expense (income):
   Interest expense                                       4             2
   Interest income                                   (1,221)         (822)
   Other                                                 85            46
                                                ---------------------------
    Total other expense (income)                     (1,132)         (774)
                                                ---------------------------

Income before income taxes                           47,483        42,902

Income taxes                                         19,462        17,607
                                                ---------------------------

Net income                                        $  28,021     $  25,295
                                                ===========================

Earnings per share:

   Basic                                          $     .36     $     .32
                                                ===========================

   Diluted                                        $     .35     $     .31
                                                ===========================

Dividends declared per share                      $    .045     $    .040
                                                ===========================

Weighted-average common shares outstanding:

   Basic                                             78,236        79,415
                                                ===========================

   Diluted                                           79,689        80,692
                                                ===========================

                                     3



                         WERNER ENTERPRISES, INC.
                     CONSOLIDATED STATEMENTS OF INCOME



                                                     Six Months Ended
(In thousands, except per share amounts)                 June 30
---------------------------------------------------------------------------
                                                    2006          2005
---------------------------------------------------------------------------
                                                       (Unaudited)

                                                         
Operating revenues                               $ 1,020,811   $   941,051
                                                ---------------------------

Operating expenses:
   Salaries, wages and benefits                      296,356       281,554
   Fuel                                              191,458       145,692
   Supplies and maintenance                           76,774        76,675
   Taxes and licenses                                 57,374        58,243
   Insurance and claims                               40,808        45,038
   Depreciation                                       82,173        80,176
   Rent and purchased transportation                 189,354       172,909
   Communications and utilities                        9,722        10,576
   Other                                              (6,381)       (4,777)
                                                ---------------------------
    Total operating expenses                         937,638       866,086
                                                ---------------------------

Operating income                                      83,173        74,965
                                                ---------------------------

Other expense (income):
   Interest expense                                      277             6
   Interest income                                    (2,216)       (1,787)
   Other                                                 126            73
                                                ---------------------------
    Total other expense (income)                      (1,813)       (1,708)
                                                ---------------------------

Income before income taxes                            84,986        76,673

Income taxes                                          34,936        31,457
                                                ---------------------------

Net income                                       $    50,050   $    45,216
                                                ===========================

Earnings per share:

   Basic                                         $       .63   $       .57
                                                ===========================

   Diluted                                       $       .62   $       .56
                                                ===========================

Dividends declared per share                     $      .085   $      .075
                                                ===========================

Weighted-average common shares outstanding:

   Basic                                              78,837        79,383
                                                ===========================

   Diluted                                            80,324        80,754
                                                ===========================


                                     4


                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED CONDENSED BALANCE SHEETS




(In thousands, except share amounts)                June 30    December 31
---------------------------------------------------------------------------
                                                     2006         2005
---------------------------------------------------------------------------
                                                  (Unaudited)
                                                          
ASSETS

Current assets:
   Cash and cash equivalents                      $   42,810    $   36,583
   Accounts receivable, trade, less allowance of
     $15,828 and $8,357, respectively                233,504       240,224
   Other receivables                                  17,370        19,914
   Inventories and supplies                           10,576        10,951
   Prepaid taxes, licenses and permits                 8,215        18,054
   Current deferred income taxes                      21,900        20,940
   Other current assets                               22,755        20,966
                                                ---------------------------
     Total current assets                            357,130       367,632
                                                ---------------------------

Property and equipment                             1,538,914     1,555,764
Less - accumulated depreciation                      564,213       553,157
                                                ---------------------------
     Property and equipment, net                     974,701     1,002,607
                                                ---------------------------

Other non-current assets                              16,420        15,523
                                                ---------------------------

                                                  $1,348,251    $1,385,762
                                                ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                               $   63,273    $   52,387
   Current portion of long-term debt                       -        60,000
   Insurance and claims accruals                      60,511        62,418
   Accrued payroll                                    22,502        21,274
   Other current liabilities                          18,321        21,838
                                                ---------------------------
     Total current liabilities                       164,607       217,917
                                                ---------------------------

Other long-term liabilities                              745           526

Insurance and claims accruals, net of current
  portion                                             97,500        95,000

Deferred income taxes                                213,525       209,868

Commitments and contingencies

Stockholders' equity:
   Common stock, $.01 par value, 200,000,000
     shares authorized; 80,533,536 shares
     issued; 77,810,695 and 79,420,443 shares
     outstanding, respectively                           805           805
   Paid-in capital                                   104,391       105,074
   Retained earnings                                 820,657       777,260
   Accumulated other comprehensive loss               (1,269)         (259)
   Treasury stock, at cost; 2,722,841 and
     1,113,093 shares, respectively                  (52,710)      (20,429)
                                                ---------------------------
     Total stockholders' equity                      871,874       862,451
                                                ---------------------------
                                                  $1,348,251    $1,385,762
                                                ===========================


                                     5


                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                      Six Months Ended
(In thousands)                                            June 30
---------------------------------------------------------------------------
                                                     2006          2005
---------------------------------------------------------------------------
                                                        (Unaudited)
                                                          
Cash flows from operating activities:
   Net income                                     $   50,050    $   45,216

   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation                                     82,173        80,176
     Deferred income taxes                             2,697       (37,675)
     Gain on disposal of property and equipment      (15,958)       (6,039)
     Stock based compensation                          1,312             -
     Tax benefit from exercise of stock options            -         1,260
     Other long-term assets                               68          (311)
     Insurance claims accruals, net of current
       portion                                         2,500         3,000
     Other long-term liabilities                         219             -
     Changes in certain working capital items:
       Accounts receivable, net                        6,720       (12,018)
       Other current assets                           10,969           349
       Accounts payable                               10,886         4,171
       Other current liabilities                      (4,521)       18,142
                                                ---------------------------
    Net cash provided by operating activities        147,115        96,271
                                                ---------------------------

Cash flows from investing activities:
   Additions to property and equipment              (129,893)     (208,640)
   Retirements of property and equipment              88,058        55,979
   Decrease in notes receivable                        2,561         2,087
                                                ---------------------------
    Net cash used in investing activities            (39,274)     (150,574)
                                                ---------------------------

Cash flows from financing activities:
   Repayments of short-term debt                     (60,000)            -
   Dividends on common stock                          (6,328)       (5,552)
   Repurchases of common stock                       (39,477)         (263)
   Stock options exercised                             3,112         1,868
   Excess tax benefits from exercise of stock
     options                                           2,089             -
                                                ---------------------------
    Net cash used in financing activities           (100,604)       (3,947)
                                                ---------------------------

Effect of exchange rate fluctuations on cash          (1,010)          500
Net increase (decrease) in cash and cash
  equivalents                                          6,227       (57,750)
Cash and cash equivalents, beginning of period        36,583       108,807
                                                ---------------------------
Cash and cash equivalents, end of period          $   42,810    $   51,057
Supplemental disclosures of cash flow           ===========================
  information:
Cash paid during the period for:
   Interest                                       $      388    $        6
   Income taxes                                   $   34,370    $   65,999
Supplemental schedule of non-cash investing
  activities:
   Notes receivable issued upon sale of revenue
     equipment                                    $    3,526    $    5,298


                                     6


                          WERNER ENTERPRISES, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

(1)  Comprehensive Income

     Other  than  its  net  income,  the Company's  only  other  source  of
comprehensive  income  (loss) is foreign currency translation  adjustments.
Other   comprehensive  income  (loss)  from  foreign  currency  translation
adjustments was ($712) and $549 (in thousands) for the three-month  periods
and  ($1,010) and $500 (in thousands) for the six-month periods ended  June
30, 2006 and 2005, respectively.

(2)  Long-Term Debt

     As  of June 30, 2006, the Company has credit facilities with two banks
totaling $200.0 million which mature at various dates from May 2008 to  May
2011  and bear variable interest based on the London Interbank Offered Rate
("LIBOR"), on which no borrowings were outstanding.  The Company repaid the
$60.0 million of outstanding debt as of December 31, 2005 in first  quarter
2006.   As  of June 30, 2006, the credit available pursuant to  these  bank
credit  facilities  is reduced by $37.2 million in letters  of  credit  the
Company maintains. Each of the debt agreements require, among other things,
that  the  Company  not  exceed a maximum ratio  of  total  debt  to  total
capitalization  and  not exceed a maximum ratio of  total  funded  debt  to
earnings  before  interest,  income taxes, depreciation,  amortization  and
rentals  payable as defined in the credit facility.  While the Company  had
no  borrowings  outstanding under these credit facilities as  of  June  30,
2006,  the Company remained in compliance with these covenants at June  30,
2006.

     On  June 7, 2006, the  Company  amended its $75.0 million bank  credit
facility  with Wells Fargo Bank, increasing the credit facility  to  $100.0
million and extending the maturity date from May 16, 2007 to May 31,  2011.
The  amendment  also replaced the minimum consolidated tangible  net  worth
requirement with a maximum total debt to capitalization requirement of 40%.
On  June  28,  2006,  the  Company amended its $50.0  million  bank  credit
facility  with  Harris,  N.A., increasing the  credit  facility  to  $100.0
million and extending the expiration date from October 22, 2007 to May  31,
2008.   The amendment also provides for the maximum facility amount  to  be
reduced  from  $100.0 million to $75.0 million on March 31, 2007  and  from
$75.0  million  to  $50.0  million on June 30, 2007.   The  amendment  also
replaced  the  minimum consolidated tangible net worth requirement  with  a
maximum  ratio of total funded debt to total capitalization requirement  of
0.40 to 1.00.

(3)  Commitments and Contingencies

     As  of  June  30,  2006, the Company has commitments for  net  capital
expenditures of approximately $122.9 million.

                                     7


(4)  Earnings Per Share

     Basic  earnings per  share is computed by dividing net income  by  the
weighted-average  number of common shares outstanding  during  the  period.
The difference between basic and diluted earnings per share for all periods
presented  is  due to the common stock equivalents that are assumed  to  be
issued  upon the exercise of stock options.  The computation of  basic  and
diluted  earnings per share is shown below (in thousands, except per  share
amounts).



                              Three Months Ended        Six Months Ended
                                    June 30                 June 30
                            ----------------------   ----------------------
                                2006      2005           2006      2005
                            ----------------------   ----------------------

                                                      
Net income                  $  28,021    $  25,295   $  50,050    $  45,216
                            ======================   ======================

Weighted-average common
  shares outstanding           78,236       79,415      78,837       79,383
Common stock equivalents        1,453        1,277       1,487        1,371
                            ----------------------   ----------------------
Shares used in computing
  diluted earnings per share   79,689       80,692      80,324       80,754
                            ======================   ======================
Basic earnings per share    $     .36    $     .32   $     .63    $     .57
                            ======================   ======================
Diluted earnings per
  share                     $     .35    $     .31   $     .62    $     .56
                            ======================   ======================



     Options  to  purchase  shares of common stock which  were  outstanding
during  the periods indicated above, but were excluded from the computation
of diluted earnings per share because the option purchase price was greater
than the average market price of the common shares, were:



                                     Three Months Ended             Six Months Ended
                                          June 30                        June 30
                                 ---------------------------   ---------------------------
                                      2006         2005             2006        2005
                                 ---------------------------   ---------------------------
                                                                             
Number of shares under
  option                                24,500        39,500           5,000             -
Range of option purchase
  prices                         $19.84-$20.36 $19.26-$19.84          $20.36             -



(5)  Stock Based Compensation

     The  Company's  Stock  Option  Plan (the "Stock  Option  Plan")  is  a
nonqualified  plan  that provides for the grant of  options  to  management
employees. Options are granted at prices equal to the market value  of  the
Company's common stock using the common stock's closing price on  the  date
prior to the date the option is granted.

     Options granted become exercisable in installments from six to seventy-
two  months  after  the date of grant. The options are exercisable  over  a
period  not  to  exceed ten years and one day from the date of  grant.  The
maximum  number  of shares of common stock that may be optioned  under  the
Stock  Option Plan is 20,000,000 shares.  The maximum aggregate  number  of
options  that may be granted to any one person under the Stock Option  Plan
is  2,562,500  options.  At June 30, 2006, 8,886,133 shares were  available
for granting additional options.

     Effective  January 1, 2006, the Company adopted Statement of Financial
Accounting  Standards ("SFAS") No. 123 (revised 2004), Share-Based  Payment
("No. 123R") using a modified version of the prospective transition method.
Under  this transition method, compensation cost is recognized on or  after
the required effective date for the portion of outstanding awards for which

                                     8


the  requisite  service has not yet been rendered, based on the  grant-date
fair  value  of  those  awards calculated under SFAS  No.  123  for  either
recognition  or  pro forma disclosures.  Stock-based employee  compensation
expense for the three-month period and six-month period ended June 30, 2006
was  $0.6  million  and  $1.3 million, respectively,  and  is  included  in
salaries, wages and benefits within the consolidated statements of  income.
There was no cumulative effect of initially adopting SFAS No. 123R.

     The  Company granted  5,000 and 20,000 stock options during the three-
month  periods  ended June 30, 2006 and 2005 and 5,000 and  39,500  options
during the six-month periods ended June 30, 2006 and 2005.  The fair  value
of  stock  options  granted was estimated using a  Black-Scholes  valuation
model with the following weighted-average assumptions:




                                                      Six Months Ended
                                                          June 30
                                                 -------------------------
                                                     2006         2005
                                                 -------------------------
                                                             
Risk-free interest rate                                4.7%         4.0%
Expected dividend yield                               0.88%        0.78%
Expected volatility                                     36%          37%
Expected term (in years)                               4.9          4.5



     The  risk-free  interest rate assumptions were based on average 5-year
and  10-year U.S. Treasury note yields.  The expected volatility was  based
on  historical daily price changes of the Company's stock since  June  2001
for the options granted in 2006 and on historical monthly price changes  of
the  Company's  stock since January 1990 for the options granted  in  2005.
The  expected  term  was  the  average number of  years  that  the  Company
estimated these options will be outstanding.  The Company considered groups
of  employees that have similar historical exercise behavior separately for
valuation purposes.

     The  following table summarizes Stock Option Plan activity for the six
months ended June 30, 2006:




                                                             Weighted
                                                              Average
                                      Number     Weighted    Remaining    Aggregate
                                        of        Average   Contractual   Intrinsic
                                     Options     Exercise      Term         Value
                                    (in 000's)   Price ($)    (Years)     (in 000's)
                                  ----------------------------------------------------
                                                             
Outstanding at beginning of period       5,029   $    10.83

   Options granted                           5   $    20.36
   Options exercised                      (391)  $     7.97
   Options forfeited                       (44)  $    17.69
   Options expired                          (1)  $     7.35
                                  ------------
Outstanding at end of period             4,598   $    11.02      5.38    $   42,520
                                  ============
Exercisable at end of period             2,826   $     9.29      4.47    $   31,035
                                  ============



     The  weighted-average grant  date fair value of stock options  granted
during the six months ended June 30, 2006 and 2005 was $7.37 and $6.74  per
share,  respectively.  The total intrinsic value of share options exercised
during  the  six months ended June 30, 2006 and 2005 was $5.1  million  and
$3.1  million,  respectively. As of June 30, 2006, the  total  unrecognized
compensation   cost   related  to  nonvested  stock   option   awards   was
approximately $3.5 million and is expected to be recognized over a weighted
average period of 1.4 years.

     In periods prior to January 1, 2006, the Company applied the intrinsic
value  based method of Accounting Principles Board ("APB") Opinion No.  25,
Accounting  for  Stock Issued to Employees, and related interpretations  in

                                     9


accounting  for its Stock Option Plan. No stock-based employee compensation
cost was reflected in net income, as all options granted under the plan had
an  exercise price equal to the market value of the underlying common stock
on  the date of grant.  The Company's pro forma net income and earnings per
share (in thousands, except per share amounts) would have been as indicated
below had the estimated fair value of all option grants on their grant date
been  charged  to  salaries, wages and benefits expense in accordance  with
SFAS No. 123, Accounting for Stock-Based Compensation.




                                   Three Months Ended       Six Months Ended
                                        June 30                 June 30
                                 ----------------------  ----------------------
                                          2005                    2005
                                 ----------------------  ----------------------
                                                          
Net income, as reported                $  25,295                $  45,216
Less: Total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards, net of related
  tax effects                                457                      905
                                       ---------                ---------
Net income, pro forma                  $  24,838                $  44,311
                                       =========                =========
Earnings per share:
  Basic - as reported                  $     .32                $     .57
                                       =========                =========
  Basic - pro forma                    $     .31                $     .56
                                       =========                =========
  Diluted - as reported                $     .31                $     .56
                                       =========                =========
  Diluted - pro forma                  $     .31                $     .55
                                       =========                =========



     Although  the  Company does  not a have a formal  policy  for  issuing
shares  upon  exercise of stock options, such shares are  generally  issued
from treasury stock.  From time to time, the Company has repurchased shares
of  its common stock, the timing and amount of which depends on market  and
other  factors.   Historically,  the shares acquired  under  these  regular
repurchase  programs  have  provided sufficient  quantities  of  stock  for
issuance  upon exercise of stock options.  Based on current treasury  stock
levels,  the  Company  does  not expect the need to  repurchase  additional
shares specifically for stock option exercises during 2006.

(6)  Segment Information

     The  Company  has  two reportable segments - Truckload  Transportation
Services  and  Value Added Services ("VAS").  The Truckload  Transportation
Services segment consists of six operating fleets that have been aggregated
since  they  have  similar  economic characteristics  and  meet  the  other
aggregation  criteria  of SFAS No. 131, Disclosures about  Segments  of  an
Enterprise  and  Related  Information.  The medium-to-long-haul  Van  fleet
transports a variety of consumer, nondurable products and other commodities
in  truckload quantities over irregular routes using dry van trailers.  The
Regional short-haul fleet provides comparable truckload van service  within
five  geographic regions.  The Dedicated Services fleet provides  truckload
services  required  by  a specific company, plant, or distribution  center.
The  Flatbed  and Temperature-Controlled fleets provide truckload  services
for products with specialized trailers.  The Expedited fleet provides time-
sensitive  truckload  services utilizing driver teams.   Revenues  for  the
Truckload Transportation Services segment include non-trucking revenues  of
$2.8  million and $3.5 million for the three-month periods and $5.6 million
and  $7.0  million for the six-month periods ended June 30, 2006 and  2005,
respectively, representing the portion of shipments delivered  to  or  from
Mexico  where  the  Company utilizes a third-party  capacity  provider  and
revenues generated in a few dedicated accounts where the services of third-
party  capacity providers are used to meet customer capacity  requirements.
The VAS segment, which generates the majority of the Company's non-trucking
revenues,  provides truck brokerage, intermodal, and freight transportation
management   (single-source  logistics),  as  well  as  a  newly   expanded
international  product  line.  The Company recently  formed  Werner  Global

                                     10


Logistics  U.S., LLC,  a  separate  company  that  operates  under  the VAS
segment.  After several months of researching and developing the  Company's
business  plans, the  Company is  announcing its  entrance into  the  Asian
transportation market.  Expectations for the product offering in China will
include site selection analysis, vendor and purchase order management, full
container load  consolidation  and  warehousing, as  well  as  door-to-door
freight forwarding  and customs  brokerage.  These services are expected to
be achieved through a combination of strategic alliances with best in class
providers  throughout  the  Trans-Pacific supply  chain  and  company-owned
assets.

     The  Company generates other revenues related to third-party equipment
maintenance,  equipment  leasing, and other business  activities.  None  of
these operations meet the quantitative threshold reporting requirements  of
SFAS No. 131.  As a result, these operations are grouped in "Other" in  the
tables  below.   "Corporate"  includes  revenues  and  expenses  that   are
incidental to the activities of the Company and are not attributable to any
of  its  operating segments. The Company does not prepare separate  balance
sheets  by segment and, as a result, assets are not separately identifiable
by  segment. The Company has no significant intersegment sales  or  expense
transactions  that  would  result  in adjustments  necessary  to  eliminate
amounts between the Company's segments.

     The  following tables summarize the Company's segment information  (in
thousands of dollars):




                                                        Revenues
                                                        --------
                                      Three Months Ended        Six Months Ended
                                            June 30                  June 30
                                    ----------------------   ----------------------
                                        2006       2005          2006       2005
                                    ----------------------   ----------------------
                                                             
Truckload Transportation Services   $  456,920  $  427,136   $  889,917  $  829,499
Value Added Services                    68,807      55,555      124,978     105,715
Other                                    2,418       1,919        4,280       3,818
Corporate                                  744       1,179        1,636       2,019
                                    ----------------------   ----------------------
Total                               $  528,889  $  485,789   $1,020,811  $  941,051
                                    ======================   ======================






                                                    Operating Income
                                                    ----------------
                                      Three Months Ended        Six Months Ended
                                            June 30                  June 30
                                    ----------------------   ----------------------
                                        2006       2005          2006       2005
                                    ----------------------   ----------------------
                                                             
Truckload Transportation Services   $   44,043  $   39,803   $   79,126  $   70,987
Value Added Services                     2,365       1,916        3,876       3,909
Other                                      167         815          630       1,671
Corporate                                 (224)       (406)        (459)     (1,602)
                                    ----------------------   ----------------------
Total                               $   46,351  $   42,128   $   83,173  $   74,965
                                    ======================   ======================



Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations.

     This  report  contains  historical information, as  well  as  forward-
looking statements that are based on information currently available to the
Company's  management.   The  forward-looking statements  in  this  report,
including those made in this Item 2, "Management's Discussion and  Analysis
of Financial Condition and Results of Operations", are made pursuant to the
safe  harbor provisions of the Private Securities Litigation Reform Act  of
1995,  as  amended.  The Company believes the assumptions underlying  these
forward-looking  statements are reasonable based on  information  currently

                                     11


available;  however,  any  of  the assumptions  could  be  inaccurate,  and
therefore,  actual results may differ materially from those anticipated  in
the   forward-looking  statements  as  a  result  of  certain   risks   and
uncertainties.   These  risks  include,  but  are  not  limited  to,  those
discussed  in  Item 1A, "Risk Factors", of the Company's Annual  Report  on
Form  10-K for the year ended December 31, 2005.  Caution should  be  taken
not  to  place  undue reliance on forward-looking statements  made  herein,
since  the statements speak only as of the date they are made.  The Company
undertakes no obligation to publicly release any revisions to any  forward-
looking  statements  contained herein to reflect  events  or  circumstances
after the date of this report or to reflect the occurrence of unanticipated
events.

Overview:

     The Company operates in the truckload sector of the trucking industry,
with  a  focus on transporting consumer nondurable products that ship  more
consistently  throughout the year.  The Company's success  depends  on  its
ability  to  efficiently manage its resources in the delivery of  truckload
transportation   and   logistics  services  to  its  customers.    Resource
requirements vary with customer demand, which may be subject to seasonal or
general economic conditions.  The Company's ability to adapt to changes  in
customer  transportation  requirements is  a  key  element  in  efficiently
deploying  resources  and  in making capital investments  in  tractors  and
trailers.    Although  the  Company's  business  volume   is   not   highly
concentrated, the Company may also be affected by the financial failure  of
its customers or a loss of a customer's business from time-to-time.

     Operating revenues consist of trucking revenues generated by  the  six
operating   fleets   in  the  Truckload  Transportation  Services   segment
(dedicated   services,   medium-to-long-haul  van,   regional   short-haul,
expedited,  flatbed, and temperature-controlled) and non-trucking  revenues
generated  primarily by the Company's VAS segment.  The Company's Truckload
Transportation Services segment ("truckload segment") also includes a small
amount  of non-trucking revenues for the portion of shipments delivered  to
or from Mexico where it utilizes a third-party capacity provider, and for a
few  of  its dedicated accounts where the services of third-party  capacity
providers  are  used to meet customer capacity requirements.   Non-trucking
revenues  reported in the operating statistics table include those revenues
generated  by  the  VAS  segment,  as well  as  the  non-trucking  revenues
generated by the truckload segment.  Trucking revenues accounted for 86% of
total operating revenues in second quarter 2006, and non-trucking and other
operating revenues accounted for 14%.

     Trucking  services typically  generate revenue on  a  per-mile  basis.
Other  sources of trucking revenue include fuel surcharges and  accessorial
revenue  such  as  stop charges, loading/unloading charges,  and  equipment
detention  charges.  Because fuel surcharge revenues fluctuate in  response
to  changes  in the cost of fuel, these revenues are identified  separately
within  the operating statistics table and are excluded from the statistics
to  provide  a  more  meaningful comparison between periods.   Non-trucking
revenues  generated by a fleet whose operations are part of  the  truckload
segment  are  included in non-trucking revenue in the operating  statistics
table so that the revenue statistics in the table are calculated using only
the revenues generated by company-owned and owner-operator trucks.  The key
statistics  used to evaluate trucking revenues, excluding fuel  surcharges,
are  average revenues per tractor per week, the per-mile rates  charged  to
customers,  the  average monthly miles generated per tractor,  the  average
percentage of empty miles, the average trip length, and the average  number
of  tractors  in  service.  General economic conditions,  seasonal  freight
patterns  in  the trucking industry, and industry capacity are key  factors
that impact these statistics.

     The  Company's  most  significant  resource requirements  are  company
drivers,   owner-operators,  tractors,  trailers,  and  related  costs   of
operating  its equipment (such as fuel and related fuel taxes, driver  pay,
insurance, and supplies and maintenance). The Company has historically been
successful  mitigating its risk to increases in fuel prices  by  recovering
additional fuel surcharges from its customers that recoup a majority of the
increased fuel costs; however, there is no assurance that current  recovery
levels  will  continue in future periods.  The Company's financial  results
are  also  affected by availability of company drivers and  owner-operators
and  the market for new and used revenue equipment. Because the Company  is

                                     12


self-insured  for  a  significant portion of cargo,  personal  injury,  and
property   damage  claims  on  its  revenue  equipment  and  for   workers'
compensation  benefits  for  its employees (supplemented  by  premium-based
coverage  above  certain  dollar levels), financial  results  may  also  be
affected by driver safety, medical costs, weather, the legal and regulatory
environment,  and  the  costs  of insurance  coverage  to  protect  against
catastrophic losses.

     A  common industry measure  used to evaluate the profitability of  the
Company and its trucking operating fleets is the operating ratio (operating
expenses  expressed  as  a  percentage of operating  revenues).   The  most
significant variable expenses that impact the trucking operation are driver
salaries  and benefits, payments to owner-operators (included in  rent  and
purchased transportation expense), fuel, fuel taxes (included in taxes  and
licenses  expense),  supplies and maintenance, and  insurance  and  claims.
These  expenses generally vary based on the number of miles generated.   As
such,  the Company also evaluates these costs on a per-mile basis to adjust
for  the  impact  on the percentage of total operating revenues  caused  by
changes  in  fuel surcharge revenues, per-mile rates charged to  customers,
and  non-trucking  revenues.  As discussed further  in  the  comparison  of
operating  results for second quarter 2006 to second quarter 2005,  several
industry-wide  issues, including high fuel prices and a challenging  driver
recruiting  and retention market, could cause costs to increase  in  future
periods.   The Company's main fixed costs include depreciation expense  for
tractors  and trailers and equipment licensing fees (included in taxes  and
licenses  expense).   Depreciation expense has been  affected  by  the  new
engine  emission standards that became effective in October  2002  for  all
newly  purchased  trucks, which have increased truck  purchase  costs.   In
addition,  beginning  in January 2007, a new set of more  stringent  engine
emissions standards mandated by the Environmental Protection Agency ("EPA")
will  become  effective  for all newly manufactured  trucks.   The  Company
intends to continue to keep its fleet as new as possible in advance of  the
new standards. The Company expects that the engines produced under the 2007
standards  will  be  less fuel-efficient and have a higher  cost  than  the
current   engines.   The  trucking  operations  require  substantial   cash
expenditures  for the purchase of tractors and trailers.  The  Company  has
accelerated  its  normal  three-year replacement  cycle  for  company-owned
tractors.  These purchases are funded by net cash from operations and  when
necessary, by borrowings from the Company's credit facilities.

     Non-trucking  services provided by the Company, primarily through  its
VAS   division,   include   truck  brokerage,   intermodal,   and   freight
transportation  management (single-source logistics), as well  as  a  newly
expanded   international  product  line.   Unlike  the  Company's  trucking
operations,  the non-trucking operations are less asset-intensive  and  are
instead  dependent upon information systems, qualified employees,  and  the
services  of  other third-party capacity providers.  The  most  significant
expense  item  related  to  these non-trucking  services  is  the  cost  of
transportation paid by the Company to third-party capacity providers, which
is  recorded as rent and purchased transportation expense.  Other  expenses
include  salaries,  wages and benefits and computer hardware  and  software
depreciation.   The  Company  evaluates  the  non-trucking  operations   by
reviewing  the  gross margin percentage (revenues less rent  and  purchased
transportation  expense  expressed as a percentage  of  revenues)  and  the
operating  ratio.   The operating margin for the non-trucking  business  is
lower  than those of the trucking operations, but the return on  assets  is
substantially higher.

                                     13


Results of Operations:

     The  following  table sets forth certain industry data  regarding  the
freight revenues and operations of the Company for the periods indicated.




                                 Three Months Ended                 Six Months Ended
                                      June 30              %            June 30             %
                               ----------------------            ----------------------
                                  2006        2005      Change      2006        2005      Change
                               ----------  ----------  --------  ----------  ----------  --------
                                                                          
Trucking revenues, net of
  fuel surcharge (1)             $375,897    $371,612      1.2%    $744,153    $729,478      2.0%
Trucking fuel surcharge
  revenues (1)                     78,213      51,967     50.5%     140,101      92,903     50.8%
Non-trucking revenues,
  including VAS (1)                71,569      59,065     21.2%     130,549     112,742     15.8%
Other operating revenues (1)        3,210       3,145      2.1%       6,008       5,928      1.3%
                               ----------  ----------            ----------  ----------
       Operating revenues (1)    $528,889    $485,789      8.9%  $1,020,811    $941,051      8.5%
                               ==========  ==========            ==========  ==========

Operating ratio
  (consolidated) (2)                 91.2%       91.3%    -0.1%        91.9%       92.0%    -0.1%
Average monthly miles per
  tractor                           9,938      10,199     -2.6%       9,886      10,066     -1.8%
Average revenues per total
  mile (3)                         $1.463      $1.389      5.3%      $1.456      $1.391      4.7%
Average revenues per loaded
  mile (3)                         $1.679      $1.578      6.4%      $1.671      $1.579      5.8%
Average percentage of empty
  miles (4)                         12.84%      11.99%     7.1%       12.87%      11.88%     8.3%
Average trip length in
  miles (loaded)                      584         566      3.2%         585         569      2.8%
Total miles (loaded and
  empty) (1)                      256,852     267,547     -4.0%     511,169     524,393     -2.5%
Average tractors in service         8,615       8,744     -1.5%       8,618       8,682     -0.7%
Average revenues per
  tractor per week (3)             $3,356      $3,269      2.7%      $3,321      $3,231      2.8%
Total tractors (at quarter
  end)
       Company                      7,905       7,820                 7,905       7,820
       Owner-operator                 805         930                   805         930
                               ----------  ----------            ----------  ----------
              Total tractors        8,710       8,750                 8,710       8,750

Total trailers (truck and
  intermodal, at quarter end)      25,180      24,090                25,180      24,090
Managed containers (at
  quarter end)                        400           -                   400           -

(1) Amounts in thousands.
(2) Operating  expenses  expressed as  a  percentage of operating revenues.
    Operating  ratio is  a common  measure in the trucking industry used to
    evaluate profitability.
(3) Net of fuel surcharge revenues.
(4) Miles without trailer cargo. Dedicated fleets have a higher empty  mile
    percentage, which is priced in the dedicated business.


                                     14


     The  following table sets forth the revenues, operating expenses,  and
operating  income  for the truckload segment.  Revenues for  the  truckload
segment include non-trucking revenues of $2.8 million and $3.5 million  for
the three-month periods and $5.6 million and $7.0 million for the six-month
periods  ended June 30, 2006 and 2005, respectively, as described  on  page
10.




                                        Three Months Ended               Six Months Ended
                                             June 30                         June 30
                                  ------------------------------  ------------------------------
Truckload Transportation Services      2006            2005            2006            2005
                                  --------------  --------------  --------------  --------------
 (amounts in 000's)                  $      %        $      %        $      %        $      %
--------------------              --------------  --------------  --------------  --------------
                                                                   
Revenues                          $456,920 100.0  $427,136 100.0  $889,917 100.0  $829,499 100.0
Operating expenses                 412,877  90.4   387,333  90.7   810,791  91.1   758,512  91.4
                                  --------        --------        --------        --------
Operating income                  $ 44,043   9.6  $ 39,803   9.3  $ 79,126   8.9  $ 70,987   8.6
                                  ========        ========        ========        ========



     Higher  fuel  prices  and higher fuel surcharge collections  have  the
effect  of  increasing the Company's consolidated operating ratio  and  the
truckload  segment's operating ratio.  Eliminating this sometimes  volatile
source  of  revenue  provides a more consistent  basis  for  comparing  the
results  of  operations  from  period  to  period.   The  following   table
calculates  the  truckload segment's operating ratio using total  operating
expenses,  net  of  fuel surcharge revenues, as a percentage  of  revenues,
excluding fuel surcharges.




                                        Three Months Ended               Six Months Ended
                                             June 30                         June 30
                                  ------------------------------  ------------------------------
Truckload Transportation Services      2006            2005            2006            2005
                                  --------------  --------------  --------------  --------------
 (amounts in 000's)                  $      %        $      %        $      %        $      %
--------------------              --------------  --------------  --------------  --------------
                                                                   
Revenues                          $456,920        $427,136        $889,917        $829,499
Less: trucking fuel surcharge
  revenues                          78,213          51,967         140,101          92,903
                                  --------        --------        --------        --------
Revenues, net of fuel surcharges   378,707 100.0   375,169 100.0   749,816 100.0   736,596 100.0
                                  --------        --------        --------        --------
Operating expenses                 412,877         387,333         810,791         758,512
Less: trucking fuel surcharge
  revenues                          78,213          51,967         140,101          92,903
                                  --------        --------        --------        --------
Operating expenses, net of
  fuel surcharges                  334,664  88.4   335,366  89.4   670,690  89.4   665,609  90.4
                                  --------        --------        --------        --------
Operating income                  $ 44,043  11.6  $ 39,803  10.6  $ 79,126  10.6  $ 70,987   9.6
                                  ========        ========        ========        ========



     The  following  table sets forth the non-trucking revenues,  operating
expenses,  and  operating  income for the  VAS  segment.   Other  operating
expenses  for  the  VAS segment primarily consist of  salaries,  wages  and
benefits  expense.  VAS also incurs smaller expense amounts in the supplies
and maintenance, depreciation, rent and purchased transportation (excluding
third-party transportation costs), communications and utilities, and  other
operating expense categories.



                                        Three Months Ended               Six Months Ended
                                             June 30                         June 30
                                  ------------------------------  ------------------------------
Value Added Services (amounts          2006            2005            2006            2005
-----------------------------     --------------  --------------  --------------  --------------
  in 000's)                          $      %        $      %        $      %        $      %
-----------                       --------------  --------------  --------------  --------------

                                                                   
Revenues                          $ 68,807 100.0  $ 55,555 100.0  $124,978 100.0  $105,715 100.0
Rent and purchased transportation
  expense                           62,204  90.4    50,405  90.7   113,095  90.5    95,571  90.4
                                  --------        --------        --------        --------
Gross margin                         6,603   9.6     5,150   9.3    11,883   9.5    10,144   9.6
Other operating expenses             4,238   6.2     3,234   5.9     8,007   6.4     6,235   5.9
                                  --------        --------        --------        --------
Operating income                  $  2,365   3.4  $  1,916   3.4  $  3,876   3.1  $  3,909   3.7
                                  ========        ========        ========        ========


                                     15


Three  Months Ended June 30, 2006 Compared to Three Months Ended  June  30,
---------------------------------------------------------------------------
2005
----

Operating Revenues

     Operating  revenues increased 8.9% for the three months ended June 30,
2006,  compared  to  the  same period of the prior  year.   Excluding  fuel
surcharge  revenues, trucking revenues increased 1.2% due  primarily  to  a
5.3% increase in average revenues per total mile, offset by a 1.5% decrease
in  the  average  number of tractors in service, and  a  2.6%  decrease  in
average  monthly  miles  per tractor.  Average  revenues  per  total  mile,
excluding  fuel surcharges, increased due to customer rate increases.   The
average percentage of empty miles increased to 12.8% in second quarter 2006
from  12.0% in second quarter 2005.  A significant portion of the  decrease
in  average miles per truck is due to the ongoing shift of trucks from  the
medium-to-long-haul van division (which has higher average miles per truck)
to  the  dedicated  division  (which has lower average  miles  per  truck).
Dedicated fleet business also tends to have a higher empty mile percentage,
lower  miles per trip, and a higher rate per loaded mile.  The revision  to
the hours of service regulations that went into effect in October 2005 also
caused  lower  miles  per  truck for some shorter  haul  or  multiple  stop
shipments.

     A  substantial portion of the Company's freight base is under contract
with  customers  and provides for annual pricing increases.  A  significant
portion  of the Company's non-dedicated fleet contracts renew and  will  be
renegotiated during the second half of 2006.  There continue to be  several
inflationary  cost pressures that are impacting truckload  carriers.   They
include:  driver  pay and other driver-related costs  due  to  a  difficult
driver market, rising diesel fuel prices, conversion from low sulfur diesel
fuel  to  ultra-low  sulfur  diesel  fuel  ("ULSD"),  new  engine  emission
requirements for newly manufactured trucks beginning in January  2007  that
are  increasing the truck purchase costs and lowering the miles per  gallon
("mpg"),  and rising liability and cargo insurance costs.  To recoup  these
cost  increases,  management will be seeking freight rate increases  during
the upcoming contract renewal period.

     As  second quarter 2006 progressed, freight demand improved on a year-
over-year  basis.   April  2006  demand  was  comparable  to  April   2005.
Beginning the second week of May 2006, freight demand was better  than  the
same  period of 2005. This favorable demand trend continued throughout  the
last seven weeks of second quarter 2006.  July 2006 freight demand has been
about the same as it was in July 2005.  The Company measures freight demand
for all periods by comparing the percentage of available loads to available
trucks for its non-dedicated truck fleets.

     Fuel  surcharge  revenues, which represent collections from  customers
for  the  higher cost of fuel, increased to $78.2 million in second quarter
2006  from $52.0 million in second quarter 2005 as a result of higher  fuel
costs.   To  lessen the effect of fluctuating fuel prices on the  Company's
margins,  the Company collects fuel surcharge revenues from its  customers.
The  Company's  fuel surcharge programs are designed to recoup  the  higher
cost  of  fuel  from customers when fuel prices rise and provide  customers
with  the  benefit of lower costs when fuel prices decline.  The  truckload
industry's fuel surcharge standard is a one-cent per mile increase in  rate
for every five-cent per gallon increase in the Department of Energy ("DOE")
weekly  retail  on-highway  diesel prices  that  are  used  for  most  fuel
surcharge  programs.  These programs have historically enabled the  Company
to recover a significant portion of the fuel price increases.  However, the
five-cent per gallon brackets only recoup approximately 80% to 85%  of  the
actual  increase  in the cost of fuel, due to empty miles not  billable  to
customers, out-of-route miles, truck idle time, and the volatility  in  the
fuel prices as prices change rapidly in short periods of time.

     VAS  revenues increased  23.9% to $68.8 million for the  three  months
ended June 30, 2006 from $55.6 million for the three months ended June  30,
2005  due to growth in brokerage and intermodal while gross margin  dollars
increased 28.2% for the same period.  VAS revenues include truck brokerage,
freight  transportation  management (single-source logistics),  intermodal,
and multimodal, as well as a newly expanded international product line (see

                                     16


paragraph  below).   VAS has a goal to grow revenues and  operating  income
over  20% during third and fourth quarter 2006 compared to third and fourth
quarter  2005.  The VAS brokerage network consists of nine offices  and  43
freight  brokers.   The brokerage product line has expanded  from  dry  van
freight  into  the  flatbed  and  temperature-controlled  segments  of  the
business, which is accelerating the growth rate.  The Company continues  to
focus  on growing the volume of business in the VAS segment, which provides
customers with additional sources of capacity.

     The  Company  recently  formed Werner Global Logistics  U.S.,  LLC,  a
separate company that operates under the VAS segment.  After several months
of  researching and developing the Company's business plans, the Company is
announcing  its  entrance  into  the Asian transportation  market.   Werner
Global  Logistics  U.S.,  LLC recently obtained its  U.S.  Ocean  Transport
Intermediary (NVOCC and Ocean Freight Forwarding) license and established a
local   presence   with  the  opening  of  its  Shanghai,   China   office.
Expectations for the product offering in China will include site  selection
analysis,  vendor  and  purchase  order  management,  full  container  load
consolidation  and warehousing, as well as door-to-door freight  forwarding
and customs brokerage. These services are expected to be achieved through a
combination of strategic alliances with best in class providers  throughout
the Trans-Pacific supply chain and company-owned assets.

Operating Expenses

     Operating  expenses, expressed as a percentage of operating  revenues,
were 91.2% for the three months ended June 30, 2006, compared to 91.3%  for
the  three months ended June 30, 2005.  As explained above, the significant
increase in fuel expense and related fuel surcharge revenues had the effect
of  increasing  the  operating ratio.  Because the Company's  VAS  business
operates  with a lower operating margin and a higher return on assets  than
the  trucking  business, the growth in VAS business in second quarter  2006
compared  to  second  quarter  2005 also increased  the  Company's  overall
operating  ratio.   The  tables on page 15 show the  operating  ratios  and
operating  margins  for  the Company's two reportable  segments,  Truckload
Transportation Services and Value Added Services.

     The  following table sets forth the cost per total mile  of  operating
expense  items  for the truckload segment for the periods  indicated.   The
Company  evaluates operating costs for this segment on a per-mile basis  to
adjust  for the impact on the percentage of total operating revenues caused
by  changes  in  fuel surcharge revenues, which provides a more  consistent
basis for comparing the results of operations from period to period.




                                 Three Months Ended    Increase    Six Months Ended    Increase
                                      June 30         (Decrease)       June 30        (Decrease)
                                 ------------------                ----------------
                                    2006    2005       per Mile      2006    2005      per Mile
                                 ---------------------------------------------------------------
                                                                       
Salaries, wages and benefits       $0.567  $0.517        $.050      $0.565  $0.525       $.040
Fuel                                0.398   0.291         .107       0.372   0.277        .095
Supplies and maintenance            0.144   0.144         .000       0.144   0.145       (.001)
Taxes and licenses                  0.108   0.110        (.002)      0.112   0.111        .001
Insurance and claims                0.084   0.081         .003       0.080   0.085       (.005)
Depreciation                        0.155   0.147         .008       0.156   0.148        .008
Rent and purchased transportation   0.152   0.149         .003       0.148   0.147        .001
Communications and utilities        0.018   0.019        (.001)      0.019   0.020       (.001)
Other                              (0.019) (0.010)       (.009)     (0.010) (0.012)       .002



     Owner-operator costs are included in rent and purchased transportation
expense.  Owner-operator miles as a percentage of total miles were 11.6% in
second  quarter  2006  compared to 12.8% in second  quarter  2005.   Owner-
operators  are  independent contractors who supply their  own  tractor  and
driver  and  are  responsible for their operating expenses including  fuel,

                                     17


supplies  and maintenance, and fuel taxes.  This decrease in owner-operator
miles  as  a  percentage of total miles shifted costs  from  the  rent  and
purchased transportation category to other expense categories.  The Company
estimates  that rent and purchased transportation expense for the truckload
segment  was  lower by approximately 1.4 cents per total mile due  to  this
decrease, and other expense categories had offsetting increases on a total-
mile basis, as follows: salaries, wages and benefits (0.5 cents), fuel (0.5
cents), supplies and maintenance (0.1 cent), taxes and licenses (0.1 cent),
and depreciation (0.2 cents).

     Salaries,  wages  and benefits for  non-drivers  increased  in  second
quarter  2006  compared to second quarter 2005 due to a  larger  number  of
personnel to support the growth in VAS. The increase in salaries, wages and
benefits  of 5.0 cents per mile for the truckload segment is primarily  due
to  higher driver pay per mile resulting from an increase in the percentage
of  company truck miles versus owner-operator miles (see above), driver pay
increases  for some dedicated fleets, and increases in the Company's  group
health  insurance  costs and workers' compensation  expense.   The  Company
renewed  its workers' compensation insurance coverage, and for  the  policy
year  beginning  April 1, 2006, the Company continues to maintain  a  self-
insurance  retention of $1.0 million per claim and is  responsible  for  an
annual  aggregate amount of $1.0 million for claims above $1.0 million  and
below $2.0 million.  The Company's premium rates for this coverage did  not
change from the prior policy year.  Non-driver salaries, wages and benefits
increased  due  to  an  increase  in the number  of  equipment  maintenance
personnel  and  approximately $0.6 million of  stock  compensation  expense
related  to  the  Company's adoption of Statement of  Financial  Accounting
Standards  ("SFAS") No. 123R on January 1, 2006.  See  footnote  5  to  the
Notes to Consolidated Financial Statements for more explanation of SFAS No.
123R.

     The driver market continues to be extremely challenging, as it becomes
even  more difficult during the spring and summer months when the truckload
industry  competes with construction, agricultural, and other outdoor  jobs
that  are more plentiful during this seasonal period.  Average tractors  in
service  declined by 129 trucks from second quarter 2005 to second  quarter
2006  due  principally  to  the driver market; however,  the  Company  made
significant  progress improving its truck count during the latter  part  of
second  quarter  2006  by  reducing  driver  turnover.   Decreasing  driver
turnover  continues  to  be  a primary focus of  the  Company's  non-driver
workforce.   The  Company  anticipates that the competition  for  qualified
drivers  will  continue  to  be high and cannot  predict  whether  it  will
experience shortages in the future.  If such a shortage were to  occur  and
additional  increases  in driver pay rates were necessary  to  attract  and
retain  drivers,  the Company's results of operations would  be  negatively
impacted  to the extent that corresponding freight rate increases were  not
obtained.

     Fuel  increased 10.7 cents per mile for the truckload segment  due  to
higher  average diesel fuel prices.  Fuel costs averaged 57 cents a  gallon
higher  in  second quarter 2006 compared to second quarter  2005.   In  the
Company's  March 31, 2006 Form 10-Q filed with the Securities and  Exchange
Commission  on  May 1, 2006, the Company estimated the negative  impact  of
higher  fuel  costs  on  second quarter 2006 earnings  compared  to  second
quarter  2005  earnings to be four cents to six cents per  share,  assuming
diesel  fuel prices for the last nine weeks of second quarter 2006 remained
at  the average price for the first four weeks of second quarter 2006.  The
Company's  average  mpg was better than expected, and  the  Company's  fuel
surcharge collections were higher than estimated, resulting in only a  two-
cent per share negative impact on second quarter 2006 earnings compared  to
second quarter 2005 earnings.  The Company includes the following items  in
the  calculation of the estimated impact of higher fuel costs  on  earnings
for  both  periods:  fuel  pricing,  fuel reimbursement  to  owner-operator
drivers, lower mpg due to the increasing percentage of company-owned trucks
with  post-October  2002 engines ("EPA phase one"),  and  anticipated  fuel
surcharge reimbursement.

     Truckload  carriers  will be required to transition  from  low  sulfur
diesel  fuel  to  ULSD,  as refiners gradually meet the  October  15,  2006
transition date mandated by the EPA.  Preliminary estimates are  that  ULSD
will  result in a 1% to 3% degradation of fuel mpg for all trucks,  due  to
the lower energy content (btu) of ULSD.   The EPA estimates the higher cost
of  ULSD to the end user should not exceed eight cents per gallon once  the

                                     18


fuel  becomes  widely  available.  However, during the  transition  period,
supply  and  demand  factors could cause the pricing of  ULSD  to  be  more
volatile.    To   the  extent  that  diesel  fuel  prices   increase   more
significantly  during the transition to ULSD, the Company's fuel  surcharge
programs  with its customers are designed to recover most of the  potential
diesel fuel price increase.

     Shortages of fuel, increases in fuel prices, or rationing of petroleum
products  can  have  a  materially adverse effect  on  the  operations  and
profitability  of  the Company.  The Company is unable to  predict  whether
fuel  price levels will continue to increase or decrease in the  future  or
the  extent to which fuel surcharges will be collected from customers.   As
of  June  30, 2006, the Company had no derivative financial instruments  to
reduce its exposure to fuel price fluctuations.

     Insurance  and  claims for  the truckload  segment increased 0.3 cents
on  a  per-mile  basis  due  primarily  to negative development on existing
liability insurance claims.  For the policy year that began August 1, 2005,
the  Company  is responsible for the first $2.0 million per claim  with  an
annual  aggregate of $2.0 million for claims between $2.0 million and  $3.0
million,  and the Company is fully insured (i.e., no aggregate) for  claims
between  $3.0  million  and $5.0 million.  For claims  in  excess  of  $5.0
million  and  less than $10.0 million, the Company is responsible  for  the
first  $5.0  million of claims in the policy year.  The  Company  maintains
liability   insurance   coverage   with   reputable   insurance    carriers
substantially  in  excess of the $10.0 million per  claim.   The  Company's
liability insurance premiums for the policy year beginning August  1,  2005
were  approximately the same as the previous policy year.  Effective August
1,  2006, the Company's self-insured retention levels and aggregate amounts
of  liability for personal injury and property damage claims will stay  the
same.   The Company expects its liability insurance premiums for the policy
year  beginning  August  1, 2006 to be slightly higher  than  the  previous
policy year.

     Depreciation expense for the truckload segment increased 0.8 cents  on
a  per-mile basis in second quarter 2006 due primarily to higher  costs  of
new  tractors  with  the post-October 2002 engines,  the  impact  of  lower
average  miles  per truck, and a higher percentage of company-owned  trucks
versus  owner-operators.  As of June 30, 2006, nearly 100% of the  company-
owned  truck  fleet consisted of trucks with the post-October 2002  engines
compared to 68% at June 30, 2005.

     Rent  and  purchased  transportation  consists  mainly  of payments to
third-party capacity providers in the VAS and other non-trucking operations
and payments to owner-operators in the trucking operations. As shown in the
VAS  statistics table on page 15, rent and purchased transportation expense
for  the  VAS segment increased in response to higher VAS revenues.   These
expenses  generally  vary depending on changes in the  volume  of  services
generated  by the segment.  As a percentage of VAS revenues, VAS  rent  and
purchased transportation expense decreased to 90.4% in second quarter  2006
compared to 90.7% in second quarter 2005.  During fourth quarter 2005,  VAS
entered  into  an  agreement with Union Pacific ("UP") to  manage  UP-owned
containers  for intermodal freight shipments.  During second quarter  2006,
VAS  Intermodal  was managing a fleet of 400 of these assigned  containers.
VAS  Intermodal  has  the option to, and may, increase  the  number  of  UP
assigned  containers in 2006 as it further develops its intermodal  freight
program.

     Rent  and purchased transportation for the truckload segment increased
0.3  cents  per  total  mile in second quarter 2006.   Higher  fuel  prices
necessitated  higher  reimbursements  to  owner-operators  for  fuel  ($9.0
million for second quarter 2006 compared to $6.2 million for second quarter
2005), which resulted in a 1.1 cent per total mile increase.  This increase
in  owner-operator  fuel reimbursement was offset by the  decrease  in  the
number  of  owner-operator trucks and the decrease in corresponding  owner-
operator  miles.   The Company's customer fuel surcharge  programs  do  not
differentiate  between miles generated by Company-owned  trucks  and  miles
generated  by  owner-operator trucks; thus, the increase in  owner-operator
fuel  reimbursements is included with Company fuel expenses in  calculating
the per-share impact of higher fuel prices on earnings.

                                     19


     Over  the past year, the Company has experienced difficulty attracting
and  retaining  owner-operator drivers due to the increasingly  challenging
operating  conditions including inflationary cost increases  that  are  the
responsibility  of  the  owner-operators.   The number  of  owner-operators
decreased  to 805 as of June 30, 2006 from a total of 930 as  of  June  30,
2005  (a  13%  decrease).  The  Company  increased  the  van  and  regional
over-the-road  owner-operators'  settlement  rate  by  two  cents  per mile
effective  May  1, 2006.  This  increase  applies  to  84% of the Company's
owner-operators and increased costs by $0.3 million in second quarter 2006.
The  Company has historically  been able to  add company-owned tractors and
recruit   additional   company   drivers   to   offset  any   decreases  in
owner-operators.  If a shortage of owner-operators and company drivers were
to  occur  and  additional  increases  in  per mile settlement rates became
necessary to  attract and retain  owner-operators, the Company's results of
operations would be  negatively impacted to the  extent that  corresponding
freight rate increases were not obtained.

     Other operating expenses for the truckload segment decreased 0.9 cents
per  mile  in  second  quarter 2006.  Gains on sales of  assets,  primarily
trucks  and  trailers,  increased to $7.1 million in  second  quarter  2006
compared  to $3.6 million in second quarter 2005.  In second quarter  2006,
the  Company  spent less on repairs per truck sold than in  second  quarter
2005.   The  Company  continued to sell its oldest van trailers  that  have
already  reached  the end of their depreciable life.  These  trailer  sales
contributed  to the improved equipment gains in second quarter  2006.   The
Company  expects  to  continue to sell its oldest van trailers  during  the
remainder  of 2006 as it replaces them with new van trailers.  Rising  fuel
prices  in  second quarter 2006 affected used truck buyers and reduced  the
number  of  trucks  sold in second quarter 2006 compared to  first  quarter
2006,  when  gains on sales were $8.8 million.  In addition,  the  pace  of
truck sales slowed  during  the  latter  part  of  second  quarter 2006 and
through  July  2006.  If fuel prices remain high going forward, the Company
expects this could significantly limit truck sales and, to a lesser extent,
trailer  sales.  The  number  of  trucks  planned  for  sale during 2007 is
expected  to  be  lower than the number planned to be sold in 2006, and the
Company intends to continue to replace its oldest van trailers into 2007.

     The Company's effective  income tax rate (income taxes expressed as  a
percentage of income before income taxes) was 41.0% for second quarter 2006
and 2005.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005
-------------------------------------------------------------------------

Operating Revenues

     Operating revenues increased by 8.5% for the six months ended June 30,
2006,  compared  to the same period of the previous year.   Excluding  fuel
surcharge  revenues, trucking revenues increased 2.0%, due primarily  to  a
4.7% increase in average revenues per total mile, offset by a 1.8% decrease
in  average  monthly miles per tractor and a 0.7% decrease in  the  average
number  of tractors in service.  Average revenues per total mile, excluding
fuel surcharges, increased due primarily to customer rate increases secured
during  late 2005 and early 2006.  VAS revenues increased by $19.3  million
(18.2%)  due to ongoing growth in the brokerage and intermodal groups,  and
fuel  surcharge revenues increased by $47.2 million (50.8%) due  to  higher
average diesel fuel prices for the first six months of 2006 as compared  to
the same period of 2005.

Operating Expenses

     Operating  expenses, expressed as a percentage of operating  revenues,
were  91.9% for the six months ended June 30, 2006, compared to  92.0%  for
the  same period of the previous year.  As explained in the previous pages,
the  significant  increase  in  fuel expense  and  related  fuel  surcharge
revenues  had  the effect of increasing the operating ratio.   Because  the
Company's VAS business operates with a lower operating margin and a  higher
return on assets than the trucking business, the growth in VAS business  in
the  first six months of 2006 compared to the first six months of 2005 also
increased  the Company's overall operating ratio.  The tables  on  page  15

                                     20


show  the  operating  ratios and operating margins for  the  Company's  two
reportable  segments,  Truckload Transportation Services  and  Value  Added
Services.

     Owner-operator miles as a percentage of total miles decreased to 11.7%
for the six months ended June 30, 2006, from 12.8% for the six months ended
June  30,  2005.  This decrease in owner-operator miles as a percentage  of
total  miles  shifted  costs  from the rent  and  purchased  transportation
category to other expense categories.  The Company estimates that rent  and
purchased  transportation expense for the truckload segment  was  lower  by
approximately  1.3  cents per total mile due to this  decrease,  and  other
expense  categories  had  offsetting increases on a  total-mile  basis,  as
follows:  salaries,  wages  and benefits (0.5  cents),  fuel  (0.4  cents),
depreciation  (0.2 cents), supplies and maintenance (0.1 cent),  and  taxes
and licenses (0.1 cent).

     Salaries, wages and benefits for non-drivers increased to support  the
growth  in the VAS segment.  Salaries, wages and benefits for the truckload
segment  increased 4.0 cents on a per-mile basis due to higher  driver  pay
per  mile  resulting from the increase in the percentage of  company  truck
miles  versus owner-operator miles (see above) and driver pay increases  in
some  dedicated fleets, as well as higher workers' compensation  and  group
health  insurance costs.  Non-driver salaries, wages and benefits  for  the
truckload  segment  also  increased due to an increase  in  the  number  of
maintenance  employees, approximately $1.3 million  of  stock  compensation
expense,  and  the  effect of the lower average miles  per  tractor.   Fuel
increased 9.5 cents per total mile due primarily to higher fuel prices, and
to  a  lesser extent, the increase in the percentage of company truck miles
versus owner-operator miles (see above).  Average fuel prices for the first
six  months of 2006 were 50 cents per gallon, or 32%, higher than the first
six  months of 2005.  Insurance decreased 0.5 cents on a per-mile basis due
to  better claims  experience.  Depreciation  increased 0.8 cents per total
mile due to higher costs of new tractors with the post-October 2002 engines
and the decrease in the number of owner-operator tractors and corresponding
increase in company-owned tractors.  Rent and purchased transportation  for
the truckload segment increased only 0.1 cent per total mile as higher fuel
reimbursements to owner-operators due to higher fuel prices were offset  by
the decrease in the number of owner-operator tractors and the corresponding
decrease  in  owner-operator  miles.   Rent  and  purchased  transportation
expense  for the VAS segment increased in response to higher VAS  revenues.
Other operating expenses increased 0.2 cents per total mile as higher gains
on  sales  of assets in 2006 were offset by the additional $7.2 million  of
bad  debt  expense recorded in first quarter 2006 related to the bankruptcy
of  one  of  the  Company's customers, APX Logistics, Inc.   The  Company's
effective income tax rate was 41.1% and 41.0% for the six months ended June
30, 2006 and 2005, respectively.

Liquidity and Capital Resources:

     During the six months  ended June 30, 2006, the Company generated cash
flow from operations of $147.1 million, a 52.8% increase ($50.8 million) in
cash  flow compared to the same six-month period a year ago.  The  increase
in cash flow from operations is due to lower income tax payments during the
first  six  months  of 2006 and better collections of accounts  receivable.
The  increase in the allowance for doubtful accounts from December 31, 2005
to  June  30,  2006  includes $7.2 million related to the  APX  bankruptcy,
resulting  in  a  decrease  in  net accounts  receivable.   Deferred  taxes
decreased  by  $37.7  million during the six months  ended  June  30,  2005
related  to  tax  law  changes resulting in the  reversal  of  certain  tax
strategies  implemented in 2001 and lower income tax depreciation  in  2005
due  to  the bonus tax depreciation provision that expired on December  31,
2004.  The  Company made federal income tax payments of  $22.5  million  in
second quarter 2005 related to the reversal of the tax strategies. The cash
flow  from operations enabled the Company to make net capital expenditures,
repay debt, and repurchase common stock as discussed below.

     Net  cash used in investing activities for the six-month period  ended
June 30, 2006 decreased by $111.3 million, from $150.6 million for the six-
month  period ended June 30, 2005 to $39.3 million for the six-month period
ended  June 30, 2006.  Net property additions, primarily revenue equipment,
were  $41.8  million for the six-month period ended June  30,  2006  versus
$152.7 million during the same period of 2005.  The large decrease was  due

                                     21


primarily to the Company purchasing more tractors in the first half of 2005
to  reduce the average age of its truck fleet and purchasing fewer tractors
in  the  first six months of 2006.  The average age of the Company's  truck
fleet is 1.32 years at June 30, 2006 compared to 1.44 years as of June  30,
2005.   The Company intends to continue to keep its truck fleet as  new  as
possible  during  2006, in advance of phase two of the  federally  mandated
engine emission standards that will become effective for newly manufactured
trucks  beginning  in January 2007.  During the second half  of  2006,  the
Company will be taking delivery of a substantial number of new trucks which
will  increase capital expenditures during this period.  As a result,  2007
capital expenditures are expected to be lower than normal.

     As  of  June  30,  2006,  the Company has committed  to  property  and
equipment  purchases, net of trades, of approximately $122.9 million.   The
Company  intends to fund these net capital expenditures through  cash  flow
from  operations and through financing available under its existing  credit
facilities, as management deems necessary.

     Net  financing activities  used $100.6 million and $3.9 million during
the  six  months ended June 30, 2006 and 2005, respectively.  During  first
quarter  2006,  the Company repaid outstanding debt totaling $60.0  million
that  was  originally borrowed in the fourth quarter  of  2005  to  fund  a
portion  of  the  Company's  net capital expenditures.   The  Company  paid
dividends of $6.3 million in the six-month period ended June 30,  2006  and
$5.6  million  in  the six-month period ended June 30, 2005.   The  Company
increased its quarterly dividend rate by $.005 per share beginning with the
dividend  paid in July 2005 and by an additional $.005 per share  beginning
with  the  dividend paid in July 2006.  Financing activities also  included
common stock repurchases of $39.5 million and $0.3 million in the six-month
periods ended June 30, 2006 and 2005, respectively.  From time to time, the
Company  has  repurchased, and may continue to repurchase,  shares  of  its
common  stock.  The timing and amount of such purchases depends  on  market
and  other  factors.  On April 14, 2006, the Company's Board  of  Directors
approved  an increase to its authorization for common stock repurchases  of
6,000,000  shares.  The previous authorization announced  on  November  23,
2003,  authorized the Company to repurchase 3,965,838 shares.  As  of  June
30,  2006,  the  Company had purchased 2,257,038 shares  pursuant  to  this
authorization and had 7,708,800 shares remaining available for repurchase.

     Management  believes the Company's financial position at June 30, 2006
is  strong.  As of June 30, 2006, the Company had $42.8 million of cash and
cash equivalents, no debt, and $871.9 million of stockholders' equity.   In
June  2006,  the Company amended both of its existing credit facilities  to
increase  the  available credit by a total of $75.0 million,  bringing  its
available credit pursuant to credit facilities to $200.0 million as of June
30,  2006,  on which no borrowings were outstanding.  The credit  available
under these facilities is reduced by the $37.2 million in letters of credit
the  Company maintains.  These letters of credit are primarily required  as
security for insurance policies.  As of June 30, 2006, the Company  had  no
non-cancelable  revenue equipment operating leases, and, therefore  had  no
off-balance  sheet revenue equipment debt.  Based on the  Company's  strong
financial   position,  management  foresees  no  significant  barriers   to
obtaining sufficient financing, if necessary.

Off-Balance Sheet Arrangements:

     The Company does not have arrangements that meet the definition of  an
off-balance sheet arrangement.

                                     22


Regulations:

     Effective  October 1, 2005, all truckload carriers became  subject  to
revised hours of service ("HOS") regulations.  The only significant  change
from  the  previous  regulations is that a driver using the  sleeper  berth
provision  must take at least eight consecutive hours in the sleeper  berth
during their ten hours off-duty.  Previously, drivers were allowed to split
their  ten  hour  off-duty  time in the sleeper  berth  into  two  periods,
provided  neither  period was less than two hours.  This  more  restrictive
sleeper berth provision is requiring some drivers to plan their time better
and had a negative impact on mileage productivity.  The greatest impact was
for  those  customers with multiple-stop shipments or those shipments  with
pickup or delivery delays.

     In June 1998, the Company became the first, and only, trucking company
in  the United States to receive authorization from the U.S. Department  of
Transportation ("DOT"), under a pilot program, to use a global  positioning
system   based  paperless  log  system  in  place  of  the  paper  logbooks
traditionally  used by truck drivers to track their daily work  activities.
On  September  21,  2004, the Federal Motor Carrier  Safety  Administration
("FMCSA")  approved  the Company's exemption for its paperless  log  system
that  moves  this  exemption  from  the  FMCSA-approved  pilot  program  to
permanent  status.  The exemption is to be renewed every  two  years.   The
Company has applied for its two-year renewal of the paperless log program.

     Beginning  in  January  2007,  a  new set  of  more  stringent  engine
emissions standards mandated by the EPA will become effective for all newly
manufactured  trucks.  The Company has already reduced the average  age  of
its  truck fleet to 1.32 years in advance of the new standards. The Company
expects  that  the engines produced under the 2007 standards will  be  less
fuel-efficient and have a higher cost than the current engines.   Truckload
carriers  will  be required to transition from low sulfur  diesel  fuel  to
ULSD,  as  refiners  gradually meet the October 15,  2006  transition  date
mandated by the EPA.  Preliminary estimates are that ULSD will result in  a
1%  to  3% degradation of fuel mpg for all trucks, due to the lower  energy
content  (btu) of ULSD.  A 2% mpg degradation would have a cost  impact  of
1.1 cents per loaded mile at current fuel price levels.

Critical Accounting Policies:

     The most significant accounting policies and estimates that affect our
financial statements include the following:

     * Selections of estimated useful lives and salvage values for purposes
       of depreciating tractors and trailers. Depreciable lives of tractors
       and  trailers range  from 5 to 12 years.  Estimates of salvage value
       at  the expected date of  trade-in or sale (for example, three years
       for tractors)  are based on the expected  market values of equipment
       at the time of disposal.  Although the Company's current replacement
       cycle  for   tractors  is   three  years,  the   Company  calculates
       depreciation  expense  for  financial  reporting  purposes  using  a
       five-year  life  and   25%  salvage   value.   Depreciation  expense
       calculated  in this manner continues at the same straight-line rate,
       which  approximates  the  continuing  declining  market value of the
       tractors,  in those instances  in which a tractor is held beyond the
       normal  three-year age.  Calculating  depreciation  expense  using a
       five-year life and  25% salvage  value results  in the  same  annual
       depreciation rate (15% of cost per year) and the same net book value
       at  the normal three-year  replacement date (55% of cost) as using a
       three-year  life  and  55%  salvage  value.  The Company continually
       monitors  the  adequacy  of  the  lives  and  salvage values used in
       calculating  depreciation  expense  and  adjusts  these  assumptions
       appropriately when warranted.
     * The  Company  reviews its long-lived  assets for impairment whenever
       events or changes in circumstances indicate that the carrying amount
       of a long-lived asset may  not be recoverable.  An  impairment  loss
       would  be recognized if the  carrying amount of the long-lived asset
       is not  recoverable, and it  exceeds its fair value.  For long-lived

                                     23


       assets  classified as  held and used, if  the carrying  value of the
       long-lived asset exceeds the sum of the future net cash flows, it is
       not recoverable.  The Company does not separately identify assets by
       operating   segment,   as  tractors   and  trailers   are  routinely
       transferred from one operating fleet to another.  As a  result, none
       of the Company's long-lived assets have identifiable cash flows from
       use  that are largely  independent of the cash flows of other assets
       and liabilities.  Thus,  the asset  group used  to assess impairment
       would include all assets and liabilities of the Company.  Long-lived
       assets  classified as  held for sale  are reported  at the  lower of
       their carrying amount or fair value less costs to sell.
     * Estimates  of  accrued  liabilities  for  insurance  and  claims for
       liability and physical damage losses and workers' compensation.  The
       insurance  and claims  accruals (current and long-term) are recorded
       at  the estimated  ultimate  payment  amounts  and  are  based  upon
       individual  case  estimates,  including  negative  development,  and
       estimates  of  incurred-but-not-reported  losses   based  upon  past
       experience.  The  Company's self-insurance  reserves are reviewed by
       an actuary every six months.
     * Policies  for  revenue  recognition.  Operating  revenues (including
       fuel surcharge revenues) and related direct costs are recorded  when
       the  shipment  is  delivered.  For  shipments  where  a  third-party
       capacity provider is utilized to provide some or all of the  service
       and the Company is the primary obligor in regards to the delivery of
       the shipment, establishes customer pricing  separately from  carrier
       rate  negotiations, generally  has discretion  in carrier selection,
       and/or has credit  risk on the  shipment, the Company  records  both
       revenues  for the  dollar value of services billed by the Company to
       the customer and rent and purchased  transportation expense for  the
       costs  of transportation  paid by  the Company  to  the  third-party
       capacity provider upon delivery of the shipment.  In the  absence of
       the  conditions listed  above, the  Company records  revenues net of
       expenses related to third-party capacity providers.
     * Accounting  for  income taxes.  Significant  management  judgment is
       required  to  determine  the  provision  for  income  taxes  and  to
       determine  whether deferred income taxes will be realized in full or
       in  part.  Deferred  income  tax assets and liabilities are measured
       using  enacted tax rates  expected to apply to taxable income in the
       years  in which  those  temporary differences  are  expected  to  be
       recovered  or  settled.  When  it  is  more likely  that all or some
       portion of specific deferred income tax assets will not be realized,
       a valuation allowance must be established for the amount of deferred
       income  tax  assets  that  are determined  not to be  realizable.  A
       valuation  allowance  for  deferred  income  tax assets has not been
       deemed to be necessary due to the  Company's profitable  operations.
       Accordingly, if the facts or financial circumstances were to change,
       thereby  impacting the likelihood  of realizing  the deferred income
       tax  assets,  judgment  would  need  to  be applied to determine the
       amount of valuation allowance required in any given period.

     Management  periodically  evaluates these estimates  and  policies  as
events  and  circumstances change.  There have been  no  changes  to  these
policies  that  occurred during the Company's most recent  fiscal  quarter.
Together with the effects of the matters discussed above, these factors may
significantly  impact the Company's results of operations  from  period  to
period.

Accounting Standards:

     In  February  2006, the Financial  Accounting Standards Board ("FASB")
issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-An
Amendment  of FASB Statements No. 133 and 140.  This Statement amends  FASB
Statements  No.  133,  Accounting for Derivative  Instruments  and  Hedging
Activities,  and  No.  140,  Accounting  for  Transfers  and  Servicing  of
Financial  Assets  and Extinguishments of Liabilities  and  eliminates  the
exemption from applying Statement 133 to interests in securitized financial
assets  so  that  similar items are accounted for in  the  same  way.   The

                                     24


provisions  of  SFAS  No. 155 are effective for all  financial  instruments
acquired or issued after the beginning of the first fiscal year that begins
after  September 15, 2006.  As of June 30, 2006, management  believes  that
SFAS  No.  155  will have no effect on the financial position,  results  of
operations, and cash flows of the Company.

     In  March 2006, the FASB issued SFAS No. 156, Accounting for Servicing
of Financial Assets-An Amendment of FASB Statement No. 140.  This Statement
amends  FASB  Statement No. 140, Accounting for Transfers and Servicing  of
Financial Assets and Extinguishments of Liabilities and requires  that  all
separately  recognized  servicing  assets  and  servicing  liabilities   be
initially measured at fair value, if practicable.  The provisions  of  SFAS
No.  156  are effective as of the beginning of the first fiscal  year  that
begins  after September 15, 2006.  As of June 30, 2006, management believes
that SFAS No. 156 will have no effect on the financial position, results of
operations, and cash flows of the Company.

     In  July 2006, the FASB issued FASB Interpretation No. 48 ("FIN  48"),
Accounting  for  Uncertainty  in  Income Taxes-an  Interpretation  of  FASB
Statement  No. 109.  This interpretation prescribes a recognition threshold
and measurement process for recording in the financial statements uncertain
tax positions taken or expected to be taken in a tax return.  Additionally,
this interpretation provides guidance on the derecognition, classification,
accounting in interim periods and disclosure requirements for uncertain tax
positions.  The provisions of FIN 48 will be effective at the beginning  of
the  first  fiscal year that begins after December 15, 2006.   The  Company
will be evaluating the effect, if any, the adoption of FIN 48 will have  on
its financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     The  Company  is  exposed  to market risk from  changes  in  commodity
prices, foreign currency exchange rates, and interest rates.

Commodity Price Risk

     The  price and availability of diesel fuel are subject to fluctuations
due  to  changes in the level of global oil production, refining  capacity,
seasonality, weather, and other market factors.  Historically, the  Company
has  been able to recover a majority of fuel price increases from customers
in  the form of fuel surcharges.  The Company has implemented customer fuel
surcharges  programs with most of its revenue base to offset  most  of  the
higher  fuel  cost per gallon.  The Company cannot predict  the  extent  to
which higher fuel price levels will continue in the future or the extent to
which  fuel surcharges could be collected to offset such increases.  As  of
June  30,  2006,  the  Company had no derivative financial  instruments  to
reduce its exposure to fuel price fluctuations.

Foreign Currency Exchange Rate Risk

     The  Company conducts business in Mexico and Canada.  Foreign currency
transaction gains and losses were not material to the Company's results  of
operations  for second quarter 2006 and prior periods. To date, almost  all
foreign  revenues are denominated in U.S. dollars, and the Company receives
payment  for  freight services performed in Mexico and Canada primarily  in
U.S.  dollars  to  reduce direct foreign currency risk.   Accordingly,  the
Company is not currently subject to material foreign currency exchange rate
risks  from  the effects that exchange rate movements of foreign currencies
would have on the Company's future costs or on future cash flows.

                                     25


Interest Rate Risk

     The  Company had no debt outstanding at June 30, 2006.  Interest rates
on the Company's unused credit facilities are based on the London Interbank
Offered  Rate  ("LIBOR").  Increases in interest  rates  could  impact  the
Company's annual interest expense on future borrowings.

Item 4.  Controls and Procedures.

     As  of  the  end of  the period  covered by this report,  the  Company
carried out an evaluation, under the supervision and with the participation
of  the  Company's  management,  including the  Company's  Chief  Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation  of the Company's disclosure controls and procedures, as  defined
in  Exchange  Act  Rule 15d-15(e).  The Company's disclosure  controls  and
procedures  are designed to provide reasonable assurance of  achieving  the
desired  control  objectives.  Based upon that  evaluation,  the  Company's
Chief  Executive  Officer and Chief Financial Officer  concluded  that  the
Company's disclosure controls and procedures are effective in enabling  the
Company to record, process, summarize and report information required to be
included  in  the Company's periodic SEC filings within the  required  time
period.

     Management,  under the supervision and with the participation  of  the
Company's  Chief  Executive Officer and Chief Financial Officer,  concluded
that  there  have  been no changes in the Company's internal  control  over
financial  reporting that occurred during the Company's most recent  fiscal
quarter  that  have  materially  affected,  or  are  reasonably  likely  to
materially affect, the Company's internal control over financial reporting.

     The  Company has confidence  in its internal controls and  procedures.
Nevertheless,  the  Company's  management, including  the  Chief  Executive
Officer  and  Chief  Financial Officer, does not expect that  the  internal
controls  or disclosure procedures and controls will prevent all errors  or
intentional  fraud.   An  internal  control  system,  no  matter  how  well
conceived   and  operated,  can  provide  only  reasonable,  not  absolute,
assurance that the objectives of such internal controls are met.   Further,
the  design of an internal control system must reflect the fact that  there
are resource constraints, and the benefits of controls must be relative  to
their  costs.  Because of the inherent limitations in all internal  control
systems, no evaluation of controls can provide absolute assurance that  all
control issues and instances of fraud, if any, within the Company have been
detected.

                                     26


                                  PART II

                             OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

     On  November  24,  2003,  the  Company announced  that  its  Board  of
Directors  approved  an  increase  to its authorization  for  common  stock
repurchases of 3,965,838 shares.  On April 14, 2006, the Company's Board of
Directors  approved  an  increase  to the November  2003  authorization  of
6,000,000 shares.  As of June 30, 2006, the Company had purchased 2,257,038
shares  pursuant  to this authorization and had 7,708,800 shares  remaining
available  for repurchase.  The Company may purchase shares  from  time  to
time  depending on market, economic, and other factors.  The  authorization
will continue until withdrawn by the Board of Directors.

     The  following table summarizes the Company's common stock repurchases
during the second quarter of 2006 made pursuant to this authorization.   No
shares  were purchased during the quarter other than through this  program,
and  all purchases were made by or on behalf of the Company and not by  any
"affiliated purchaser".

                   Issuer Purchases of Equity Securities



                                                                                   Maximum Number
                                                                                  (or Approximate
                                                           Total Number of        Dollar Value) of
                                                           Shares (or Units)   Shares (or Units) that
                   Total Number of                       Purchased as Part of        May Yet Be
                  Shares (or Units)  Average Price Paid   Publicly Announced     Purchased Under the
    Period            Purchased      per Share (or Unit)   Plans or Programs      Plans or Programs
                  -----------------------------------------------------------------------------------
                                                                          
April 1-30, 2006        350,000          $19.8671                350,000              8,358,800
May 1-31, 2006          490,700          $19.5774                490,700              7,868,100
June 1-30, 2006         159,300          $19.4103                159,300              7,708,800
                  -----------------                        -----------------
Total                 1,000,000          $19.6522              1,000,000              7,708,800
                  =================                        =================



Item 4. Submission of Matters to a Vote of Security Holders.

     The Annual Meeting  of  Stockholders  of Werner  Enterprises, Inc. was
held on May 9, 2006 for the  purpose of electing three directors for three-
year terms.  Proxies for the  meeting were solicited pursuant to Regulation
14A of the Securities Exchange  Act of 1934, and  there was no solicitation
in opposition to management's nominees and all such  nominees were elected.
Of  the  79,021,537  shares  entitled  to  vote,  stockholders representing
70,664,766  shares (89.4%)  were present in person or by proxy.  The voting
tabulation was as follows:

                                  Shares Voted        Shares Voted
                                      "FOR"             "ABSTAIN"
                                 --------------      --------------

     Clarence L. Werner            68,536,180           2,128,586
     Patrick J. Jung               66,954,492           3,710,274
     Duane K. Sather               70,336,247             328,519

                                     27


Item 6.  Exhibits.

   Index of Exhibits

   Exhibit 3(i)(A)  Revised   and   Amended   Articles   of   Incorporation
       (Incorporated  by reference  to Exhibit 3(i) to the Company's report
       on Form 10-K for the year ended December 31, 2005)
   Exhibit 3(i)(B)  Articles  of  Amendment  to  Articles  of Incorporation
       (Incorporated by reference to Exhibit 3(i)  to the Company's  report
       on Form 10-Q for the quarter ended May 31, 1994)
   Exhibit 3(i)(C)  Articles  of  Amendment  to  Articles  of Incorporation
       (Incorporated by  reference to  Exhibit 3(i) to the Company's report
       on Form 10-K for the year ended December 31, 1998)
   Exhibit 3(i)(D)  Articles  of  Amendment  to  Articles  of Incorporation
       (Incorporated  by  reference  to  Exhibit  3(i)(D)  to the Company's
       report on Form 10-Q for the quarter ended June 30, 2005)
   Exhibit 3(ii)  Revised  and Restated  By-Laws (Incorporated by reference
       to  Exhibit  3(ii)  to  the  Company's  report  on Form 10-Q for the
       quarter ended June 30, 2004)
   Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification (filed herewith)
   Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification (filed herewith)
   Exhibit 32.1 Section 1350 Certification (filed herewith)
   Exhibit 32.2 Section 1350 Certification (filed herewith)

                                     28


                                SIGNATURES


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


                                WERNER ENTERPRISES, INC.



Date:      August 2, 2006       By:  /s/ John J. Steele
       ----------------------        ---------------------------------------
                                     John J. Steele
                                     Executive Vice President, Treasurer and
                                     Chief Financial Officer



Date:      August 2, 2006       By:  /s/ James L. Johnson
       ----------------------        ---------------------------------------
                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary

                                     29