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 September 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  October 27, 2006, 76,142,709 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
        September 30, 2006 and 2005                                       3

        Consolidated  Statements of Income for the Nine  Months  Ended
        September 30, 2006 and 2005                                       4

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

        Consolidated  Statements of Cash Flows  for  the  Nine  Months
        Ended September 30, 2006 and 2005                                 6

        Notes to Consolidated Financial Statements as of September 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       26

Item 4. Controls and Procedures                                          26

PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      28

Item 6. Exhibits                                                         29

                                  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 nine-month  periods  ended
September 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)                September 30
---------------------------------------------------------------------------
                                                     2006          2005
---------------------------------------------------------------------------
                                                        (Unaudited)

                                                          
Operating revenues                                $ 541,297     $ 504,520
                                                ---------------------------


Operating expenses:
   Salaries, wages and benefits                     149,466       147,043
   Fuel                                             106,946        92,904
   Supplies and maintenance                          41,427        40,450
   Taxes and licenses                                30,069        29,814
   Insurance and claims                              24,079        19,777
   Depreciation                                      42,623        41,204
   Rent and purchased transportation                105,150        88,596
   Communications and utilities                       5,117         5,080
   Other                                             (4,266)       (1,486)
                                                ---------------------------
    Total operating expenses                        500,611       463,382
                                                ---------------------------

Operating income                                     40,686        41,138
                                                ---------------------------

Other expense (income):
   Interest expense                                      65           250
   Interest income                                   (1,079)         (813)
   Other                                                 59           184
                                                ---------------------------
    Total other expense (income)                       (955)         (379)
                                                ---------------------------

Income before income taxes                           41,641        41,517

Income taxes                                         17,090        17,026
                                                ---------------------------

Net income                                        $  24,551     $  24,491
                                                ===========================

Earnings per share:

     Basic                                        $    .32      $     .31
                                                ===========================

     Diluted                                      $    .31       $    .30
                                                ===========================

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

Weighted-average common shares outstanding:

     Basic                                          77,150         79,409
                                                ===========================

     Diluted                                        78,564         80,626
                                                ===========================

                                     3


                         WERNER ENTERPRISES, INC.
                     CONSOLIDATED STATEMENTS OF INCOME




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

                                                         
Operating revenues                               $ 1,562,108   $ 1,445,571
                                                ---------------------------


Operating expenses:
   Salaries, wages and benefits                      445,822       428,597
   Fuel                                              298,404       238,596
   Supplies and maintenance                          118,201       117,125
   Taxes and licenses                                 87,443        88,057
   Insurance and claims                               64,887        64,815
   Depreciation                                      124,796       121,380
   Rent and purchased transportation                 294,504       261,505
   Communications and utilities                       14,839        15,656
   Other                                             (10,647)       (6,263)
                                                ---------------------------
    Total operating expenses                       1,438,249     1,329,468
                                                ---------------------------

Operating income                                     123,859       116,103
                                                ---------------------------

Other expense (income):
   Interest expense                                      342           256
   Interest income                                    (3,295)       (2,600)
   Other                                                 185           257
                                                ---------------------------
    Total other expense (income)                      (2,768)       (2,087)
                                                ---------------------------

Income before income taxes                           126,627       118,190

Income taxes                                          52,026        48,483
                                                ---------------------------
Net income                                       $    74,601   $    69,707
                                                ===========================

Earnings per share:

     Basic                                       $       .95   $       .88
                                                ===========================

     Diluted                                     $       .94   $       .86
                                                ===========================

Dividends declared per share                     $      .130   $      .115
                                                ===========================

Weighted-average common shares outstanding:

     Basic                                            78,269        79,392
                                                ===========================

     Diluted                                          79,728        80,713
                                                ===========================

                                     4


                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED CONDENSED BALANCE SHEETS




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

Current assets:
   Cash and cash equivalents                       $   26,945   $   36,583
   Accounts receivable, trade, less allowance of
     $8,752 and $8,357, respectively                  241,711      240,224
   Other receivables                                   19,406       19,914
   Inventories and supplies                            10,646       10,951
   Prepaid taxes, licenses and permits                  7,879       18,054
   Current deferred income taxes                       22,007       20,940
   Other current assets                                24,122       20,966
                                                ---------------------------
     Total current assets                             352,716      367,632
                                                ---------------------------

Property and equipment                              1,601,962    1,555,764
Less - accumulated depreciation                       580,744      553,157
                                                ---------------------------
     Property and equipment, net                    1,021,218    1,002,607
                                                ---------------------------

Other non-current assets                               18,270       15,523
                                                ---------------------------

                                                   $1,392,204   $1,385,762
                                                ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                $   85,615   $   52,387
   Current portion of long-term debt                        -       60,000
   Insurance and claims accruals                       64,941       62,418
   Accrued payroll                                     23,491       21,274
   Other current liabilities                           21,494       21,838
                                                ---------------------------
     Total current liabilities                        195,541      217,917
                                                ---------------------------

Long-term debt, net of current portion                 10,000            -

Other long-term liabilities                               873          526

Insurance and claims accruals, net of current
  portion                                              99,000       95,000

Deferred income taxes                                 210,293      209,868

Commitments and contingencies

Stockholders' equity:
   Common stock, $.01 par value, 200,000,000
     shares authorized; 80,533,536 shares
     issued; 76,825,922 and 79,420,443 shares
     outstanding, respectively                            805          805
   Paid-in capital                                    104,839      105,074
   Retained earnings                                  841,751      777,260
   Accumulated other comprehensive loss                  (551)        (259)
   Treasury stock, at cost; 3,707,614 and
     1,113,093 shares, respectively                   (70,347)     (20,429)
                                                ---------------------------
     Total stockholders' equity                       876,497      862,451
                                                ---------------------------
                                                   $1,392,204   $1,385,762
                                                ===========================


                                     5


                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                     Nine Months Ended
(In thousands)                                          September 30
---------------------------------------------------------------------------
                                                     2006          2005
---------------------------------------------------------------------------
                                                        (Unaudited)
                                                           
Cash flows from operating activities:
   Net income                                       $  74,601    $  69,707
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation                                     124,796      121,380
     Deferred income taxes                               (642)     (39,849)
     Gain on disposal of property and equipment       (21,516)      (8,586)
     Stock based compensation                           1,830            -
     Tax benefit from exercise of stock options             -        1,436
     Other long-term assets                              (316)        (216)
     Insurance claims accruals, net of current
       portion                                          4,000        8,000
     Other long-term liabilities                          347            -
     Changes in certain working capital items:
       Accounts receivable, net                        (1,487)     (36,000)
       Other current assets                             7,832       (1,841)
       Accounts payable                                33,228        7,262
       Other current liabilities                        4,116       16,761
                                                ---------------------------
    Net cash provided by operating activities         226,789      138,054
                                                ---------------------------

Cash flows from investing activities:
   Additions to property and equipment               (246,797)    (306,340)
   Retirements of property and equipment              118,498       84,073
   Decrease in notes receivable                         3,977        3,531
                                                ---------------------------
    Net cash used in investing activities            (124,322)    (218,736)
                                                ---------------------------

Cash flows from financing activities:
   Repayments of short-term debt                      (60,000)           -
   Proceeds from issuance of long-term debt            10,000            -
   Dividends on common stock                           (9,830)      (8,728)
   Repurchases of common stock                        (57,392)      (1,573)
   Stock options exercised                              3,265        2,127
   Excess tax benefits from exercise of stock
     options                                            2,144            -
                                                ---------------------------
    Net cash used in financing activities            (111,813)      (8,174)
                                                ---------------------------

Effect of exchange rate fluctuations on cash             (292)         511
Net decrease in cash and cash equivalents              (9,638)     (88,345)
Cash and cash equivalents, beginning of period         36,583      108,807
                                                ---------------------------
Cash and cash equivalents, end of period            $  26,945    $  20,462
Supplemental disclosures of cash flow           ===========================
  information:
Cash paid during the period for:
   Interest                                         $     392    $      12
   Income taxes                                     $  51,242    $  83,108
Supplemental schedule of non-cash investing
  activities:
   Notes receivable issued upon sale of revenue
     equipment                                      $   6,408    $   7,119


                                     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 (in thousands) was $718 and $11 for the three-month periods and
($292)  and  $511 for the nine-month periods ended September 30,  2006  and
2005, respectively.

(2)  Long-Term Debt

     Long-term debt consisted of the following (in thousands):




                                               September 30    December 31
                                                   2006            2005
                                              -------------- --------------
                                                         
      Notes payable to banks under committed
        credit facilities                       $   10,000     $   60,000
      Less current maturities                            -         60,000
                                              -------------- --------------
      Long-term debt, net                       $   10,000     $        -
                                              ============== ==============



     The  notes  payable  to banks under committed credit  facilities  bear
variable  interest  (5.86%  at September 30,  2006)  based  on  the  London
Interbank Offered Rate ("LIBOR") and mature in May 2008. The Company repaid
the  $60.0  million of outstanding debt as of December 31,  2005  in  first
quarter  2006.   As  of September 30, 2006, the Company has  an  additional
$215.0  million of available credit under these credit facilities with  two
banks  which mature at various dates from May 2008 to May 2011.  The credit
facilities  contain  reduction clauses, under which  the  maximum  facility
amounts  will decrease by $25.0 million on March 31, 2007, June  30,  2007,
and  December  31,  2007.  As of September 30, 2006, the  credit  available
pursuant  to  these bank credit facilities is reduced by $39.2  million  in
letters of credit the Company maintains.  Subsequent to September 30, 2006,
the  Company  borrowed  an  additional $30.0  million  under  these  credit
facilities.  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.  The  Company  was  in
compliance with these covenants at September 30, 2006.

     On  August 9, 2006, the Company amended its $100.0 million bank credit
facility  with Wells Fargo Bank, increasing the credit facility  to  $125.0
million.  The amendment also provides for the maximum facility amount to be
reduced from $125.0 million to $100.0 million on December 31, 2007.

(3)  Commitments and Contingencies

     As  of September 30, 2006, the Company has commitments for net capital
expenditures of approximately $145.6 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        Nine Months Ended
                                September 30              September 30
                           ----------------------    ----------------------
                               2006      2005            2006      2005
                           ----------------------    ----------------------

                                                      
Net income                 $  24,551    $  24,491    $  74,601    $  69,707
                           ======================    ======================

Weighted-average common
  shares outstanding          77,150       79,409       78,269       79,392
Common stock equivalents       1,414        1,217        1,459        1,321
                           ----------------------    ----------------------
Shares used in computing
  diluted earnings per
  share                       78,564       80,626       79,728       80,713
                           ======================    ======================
Basic earnings per share   $     .32    $     .31    $     .95    $     .88
                           ======================    ======================
Diluted earnings per
  share                    $     .31    $     .30    $     .94    $     .86
                           ======================    ======================



     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             Nine Months Ended
                                  September 30                   September 30
                           ---------------------------    ------------------------
                                2006         2005              2006      2005
                           ---------------------------    ------------------------

                                                                
Number of shares under
  option                          29,500       815,000           24,500     19,500
Range of option purchase
  prices                   $19.26-$20.36 $18.33-$19.84    $19.84-$20.36     $19.84



(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  September 30,  2006,  8,886,883  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 nine-month period ended  September
30,  2006  was $0.5 million and $1.8 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  did  not grant any stock options during the  three-month
periods  ended September 30, 2006 and 2005.  The Company granted 5,000  and
39,500  options during the nine-month periods ended September 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:




                                                     Nine Months Ended
                                                        September 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 nine
months ended September 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                       (406)   $    8.05
   Options forfeited                        (45)   $   17.70
   Options expired                           (1)   $    7.35
                                   ------------
Outstanding at end of period              4,582    $   11.02          5.13    $   35,247
                                   ============
Exercisable at end of period              3,376    $    9.23          4.27    $   32,015
                                   ============



      The  weighted-average grant date fair value of stock options  granted
during  the  nine months ended September 30, 2006 and 2005  was  $7.37  and
$6.74  per share, respectively.  The total intrinsic value of share options
exercised during the nine months ended September 30, 2006 and 2005 was $5.2
million and $3.5 million, respectively. As of September 30, 2006, the total
unrecognized compensation cost related to nonvested stock option awards was
approximately $3.0 million and is expected to be recognized over a weighted
average period of 1.4 years.

                                     9


     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
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   Nine Months Ended
                                       September 30        September 30
                                    ------------------   -----------------
                                           2005                2005
                                    ------------------   -----------------
                                                       
Net income, as reported                 $  24,491            $  69,707
Less: Total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards, net of related tax
  effects                                     429                1,334
                                        ---------            ---------
Net income, pro forma                   $  24,062            $  68,373
                                        =========            =========

Earnings per share:
  Basic - as reported                   $     .31            $     .88
                                        =========            =========
  Basic - pro forma                     $     .30            $     .86
                                        =========            =========
  Diluted - as reported                 $     .30            $     .86
                                        =========            =========
  Diluted - pro forma                   $     .30            $     .85
                                        =========            =========



     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
$3.1  million and $3.0 million for the three-month periods and $8.7 million
and  $10.1 million for the nine-month periods ended September 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

                                     10


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
Logistics  U.S., LLC, ("WGL") a separate company that operates  within  the
VAS  segment.   After  several  months of researching  and  developing  the
Company's business plans, the Company announced its entrance into the Asian
transportation market in July 2006.  Expectations for the product  offering
in  China  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.  WGL generated a small amount of revenue during third
quarter 2006.

     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       Nine Months Ended
                                         September 30             September 30
                                    ----------------------   ----------------------
                                       2006        2005         2006        2005
                                    ----------------------   ----------------------
                                                             
Truckload Transportation Services   $  466,379  $  448,786   $1,356,296  $1,278,285
Value Added Services                    71,405      52,859      196,383     158,574
Other                                    2,801       1,959        7,081       5,777
Corporate                                  712         916        2,348       2,935
                                    ----------------------   ----------------------
Total                               $  541,297  $  504,520   $1,562,108  $1,445,571
                                    ======================   ======================






                                                    Operating Income
                                                    ----------------
                                      Three Months Ended       Nine Months Ended
                                         September 30             September 30
                                    ----------------------   ----------------------
                                       2006        2005         2006        2005
                                    ----------------------   ----------------------
                                                             
Truckload Transportation Services   $   38,880  $   38,854   $  118,006  $  109,841
Value Added Services                     1,850       1,859        5,726       5,768
Other                                      408         746        1,038       2,417
Corporate                                 (452)       (321)        (911)     (1,923)
                                    ----------------------   ----------------------
Total                               $   40,686  $   41,138   $  123,859  $  116,103
                                    ======================   ======================



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

                                     11


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
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
approximately  86% of total operating revenues in third quarter  2006,  and
non-trucking and other operating revenues accounted for approximately 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

                                     12


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
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 third quarter 2006 to third quarter  2005,  several
industry-wide  issues,  including volatile 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, as discussed  further  on  page  17.
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                 Nine Months Ended
                                 September 30                      September 30
                            ----------------------     %      ----------------------     %
                               2006        2005      Change      2006        2005      Change
                            ----------  ----------  --------  ----------  ----------  --------
                                                                       
Trucking revenues, net of
  fuel surcharge (1)          $381,108    $380,320      0.2%  $1,125,261  $1,109,798      1.4%
Trucking fuel surcharge
  revenues (1)                  82,088      65,490     25.3%     222,189     158,393     40.3%
Non-trucking revenues,
  including VAS (1)             74,519      55,906     33.3%     205,068     168,648     21.6%
Other operating revenues (1)     3,582       2,804     27.7%       9,590       8,732      9.8%
                            ----------  ----------            ----------  ----------
      Operating revenues (1)  $541,297    $504,520      7.3%  $1,562,108  $1,445,571      8.1%
                            ==========  ==========            ==========  ==========

Operating ratio
  (consolidated) (2)              92.5%       91.8%     0.8%        92.1%       92.0%     0.1%
Average monthly miles per
  tractor                        9,742      10,123     -3.8%       9,837      10,085     -2.5%
Average revenues per total
  mile (3)                      $1.475      $1.423      3.7%      $1.462      $1.402      4.3%
Average revenues per
  loaded mile (3)               $1.696      $1.621      4.6%      $1.679      $1.593      5.4%
Average percentage of
  empty miles (4)                13.00%      12.21%     6.5%       12.92%      11.99%     7.8%
Average trip length in
  miles (loaded)                   581         564      3.0%         583         567      2.8%
Total miles (loaded and
  empty) (1)                   258,329     267,305     -3.4%     769,498     791,697     -2.8%
Average tractors in service      8,839       8,802      0.4%       8,692       8,722     -0.3%
Average revenues per
  tractor per week (3)          $3,317      $3,324     -0.2%      $3,320      $3,263      1.7%
Total tractors (quarter
  end)
       Company                   8,050       7,960                 8,050       7,960
       Owner-operator              810         890                   810         890
                            ----------  ----------            ----------  ----------
              Total tractors     8,860       8,850                 8,860       8,850


Total trailers (truck and
  intermodal, quarter end)      25,330      24,700                25,330      24,700
Managed containers
  (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 $3.1 million and $3.0 million  for
the  three-month periods and $8.7 million and $10.1 million for  the  nine-
month periods ended September 30, 2006 and 2005, respectively, as described
on page 10.




                                        Three Months Ended                Nine Months Ended
                                           September 30                      September 30
                                  ------------------------------  ----------------------------------
                                       2006            2005            2006              2005
Truckload Transportation Services --------------  --------------  ----------------  ----------------
 (amounts in 000's)                  $       %       $       %        $        %        $        %
---------------------             --------------  --------------  ----------------  ----------------
                                                                       
Revenues                          $466,379 100.0  $448,786 100.0  $1,356,296 100.0  $1,278,285 100.0
Operating expenses                 427,499  91.7   409,932  91.3   1,238,290  91.3   1,168,444  91.4
                                  --------        --------        ----------        ----------
Operating income                  $ 38,880   8.3  $ 38,854   8.7  $  118,006   8.7  $  109,841   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 when fuel surcharges are reported on  a
gross  basis as revenues versus netting against fuel expenses.  Eliminating
fuel  surcharge  revenues, which are generally a more  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 as if fuel surcharges  were  excluded
from revenue and instead reported as a reduction of operating expenses.




                                        Three Months Ended                Nine Months Ended
                                           September 30                      September 30
                                  ------------------------------  ----------------------------------
                                       2006            2005            2006              2005
Truckload Transportation Services --------------  --------------  ----------------  ----------------
 (amounts in 000's)                  $       %       $       %        $        %        $        %
--------------------              --------------  --------------  ----------------  ----------------
                                                                       
Revenues                          $466,379        $448,786        $1,356,296        $1,278,285
Less: trucking fuel surcharge
  revenues                          82,088          65,490           222,189           158,393
                                  --------        --------        ----------        ----------
Revenues, net of fuel surcharges   384,291 100.0   383,296 100.0   1,134,107 100.0   1,119,892 100.0
                                  --------        --------        ----------        ----------
Operating expenses                 427,499         409,932         1,238,290         1,168,444
Less: trucking fuel surcharge
  revenues                          82,088          65,490           222,189           158,393
                                  --------        --------        ----------        ----------
Operating expenses, net of fuel
  surcharges                       345,411  89.9   344,442  89.9   1,016,101  89.6   1,010,051  90.2
                                  --------        --------        ----------        ----------
Operating income                  $ 38,880  10.1  $ 38,854  10.1  $  118,006  10.4  $  109,841   9.8
                                  ========        ========        ==========        ==========



     The  following  table sets forth the non-trucking revenues,  rent  and
purchased  transportation,  and  other 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                Nine Months Ended
                                           September 30                      September 30
                                  ------------------------------  --------------------------------
Value Added Services (amounts          2006            2005            2006              2005
-----------------------------     --------------  --------------  ---------------  ---------------
  in 000's)                          $       %       $       %        $        %        $        %
-----------                       --------------  --------------  ---------------  ---------------
                                                                     
Revenues                          $ 71,405 100.0  $ 52,859 100.0  $196,383  100.0  $158,574  100.0
Rent and purchased transportation
  expense                           64,873  90.9    47,659  90.2   177,968   90.6   143,230   90.3
                                  --------        --------        --------         --------
Gross margin                         6,532   9.1     5,200   9.8    18,415    9.4    15,344    9.7
Other operating expenses             4,682   6.5     3,341   6.3    12,689    6.5     9,576    6.1
                                  --------        --------        --------         --------
Operating income                  $  1,850   2.6  $  1,859   3.5  $  5,726    2.9  $  5,768    3.6
                                  ========        ========        ========         ========



                                     15


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

Operating Revenues

     Operating revenues increased 7.3% for the three months ended September
30,  2006,  compared to the same period of the prior year.  Excluding  fuel
surcharge  revenues, trucking revenues increased 0.2% due  primarily  to  a
3.7% increase in average revenues per total mile and a 0.4% increase in the
average number of tractors in service, offset by a 3.8% decrease in average
monthly miles per tractor.  The average percentage of empty miles increased
to  13.0%  in  third  quarter 2006 from 12.2% in  third  quarter  2005.   A
significant portion of the decrease in average miles per truck  is  due  to
the  softer freight market and the ongoing shift of trucks from the medium-
to-long-haul  van division which has a longer average length  of  haul  and
higher  average  miles  per truck.  The revision to the  hours  of  service
regulations  that went into effect in October 2005 also resulted  in  lower
miles  per truck for some shorter haul or multiple stop shipments.    Third
quarter  2006  had  one  less business day (63 business  days)  than  third
quarter 2005 (64 business days).

     A  substantial portion of the Company's freight base is under contract
with  customers and provides for annual pricing increases.  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, volatile 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 has been  seeking  freight  rate
increases  during the contract renewal period, which occurs in  the  latter
part  of third quarter and fourth quarter for a significant portion of  the
Company's non-dedicated contractual business.  However, the Company may not
be able to recoup these costs even if freight rate increases are obtained.

     For  the month of July 2006 freight demand was about the same as  July
2005.   However,  the  Company  did  not  experience  the  normal  seasonal
improvement in freight demand from mid-August to the end of September 2006.
One  way  the Company measures freight demand for its non-dedicated  fleets
(nearly  60%  of  the  total truck fleet) is by  comparing  the  number  of
available  loads to available trucks on a daily basis.  It is difficult  to
compare freight demand in third quarter 2006 to third quarter 2005  due  to
the  strong freight demand that occurred beginning in September 2005,  when
truck  capacity  tightened  after Hurricane Katrina,  which  occurred  late
August 2005.

     Fuel  surcharge  revenues, which represent collections from  customers
for  the  higher cost of fuel, increased to $82.1 million in third  quarter
2006 from $65.5 million in third quarter 2005 as a result of higher average
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 approximately 70% to 90% of the fuel price  increases.
The  remaining 10% to 30% is generally not recoverable 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 35.1% to $71.4 million for the  three  months
ended  September  30, 2006 from $52.9 million for the  three  months  ended
September  30, 2005 due to growth in brokerage and intermodal, while  gross
margin  dollars increased 25.6% for the same period.  VAS revenues  include
truck   brokerage,   freight   transportation   management   (single-source
logistics),  intermodal,  and  multimodal, as  well  as  a  newly  expanded

                                     16


international product line (see paragraph below).  Brokerage is  performing
very well by providing customers with truckload capacity solutions using  a
qualified  carrier  base  that has grown to approximately  4,500  carriers.
Brokerage  continues to be on pace to surpass revenues of $100  million  in
2006.   Freight  transportation management consists of managing  customers'
freight  needs  as  the  lead logistics provider  at  either  the  network,
facility,  or lane level.   Freight transportation management continues  to
grow its revenues in 2006.  Intermodal continued its revenue growth in  the
quarter  by expanding its equipment fleet in support of the development  of
its  customer base.  As the intermodal product matures, the Company expects
to  see continued revenue growth with stronger margin returns.  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, ("WGL")
a  separate  company that operates within the VAS segment.   After  several
months  of  researching and developing the Company's  business  plans,  the
Company announced its entrance into the Asian transportation market in July
2006.   During third quarter 2006, WGL began to generate a small amount  of
freight forwarding revenues to partially offset startup costs for salaries,
legal/consulting,  and  travel  expenses.   Expectations  for  the  product
offering  in  China  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 expects WGL  to  be  a  more
meaningful revenue contributor in 2007.

Operating Expenses

     Operating  expenses, expressed as a percentage of operating  revenues,
were 92.5% for the three months ended September 30, 2006, compared to 91.8%
for  the  three months ended September 30, 2005.  As explained  above,  the
significant  increase  in  fuel  expense and  recording  the  related  fuel
surcharge  revenues  on  a  gross basis had the effect  of  increasing  the
operating ratio.  Because the Company's VAS business operates with a  lower
operating margin than the trucking business, the growth in VAS business  in
third  quarter  2006  compared to third 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   Nine Months Ended   Increase
                              September 30     (Decrease)     September 30    (Decrease)
                         ----------------------          ---------------------
                              2006    2005      per Mile     2006    2005      per Mile
                         ---------------------------------------------------------------
                                                                
Salaries, wages and
  benefits                  $0.561  $0.538         $.023   $0.563  $0.530         $.033
Fuel                         0.412   0.347          .065    0.386   0.300          .086
Supplies and maintenance     0.154   0.148          .006    0.147   0.144          .003
Taxes and licenses           0.116   0.111          .005    0.113   0.111          .002
Insurance and claims         0.093   0.074          .019    0.084   0.082          .002
Depreciation                 0.159   0.150          .009    0.157   0.148          .009
Rent and purchased
  transportation             0.155   0.153          .002    0.151   0.149          .002
Communications and
  utilities                  0.019   0.018          .001    0.019   0.019          .000
Other                       (0.014) (0.005)        (.009)  (0.011) (0.007)        (.004)



                                     17


     Owner-operator costs are included in rent and purchased transportation
expense.  Owner-operator miles as a percentage of total miles were 11.6% in
third  quarter  2006  compared  to 12.5% in  third  quarter  2005.   Owner-
operators  are  independent contractors who supply their  own  tractor  and
driver  and  are  responsible for their operating expenses including  fuel,
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 1.2 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 (0.4 cents), fuel (0.4
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  third
quarter  2006  compared to third quarter 2005 due to  a  larger  number  of
personnel  to  support the growth in VAS.  The increase in salaries,  wages
and  benefits of 2.3 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)
and  an increase in the percentage of dedicated fleet trucks, offset  by  a
decrease in workers' compensation expense.  Non-driver salaries, wages  and
benefits   increased  due  to  an  increase  in  the  number  of  equipment
maintenance  personnel and approximately $0.5 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 recruiting market continues to be extremely challenging and
very competitive among truckload carriers.  The Company's ongoing, company-
wide focus to lower driver turnover yielded meaningful positive results  in
third  quarter 2006, as average tractors in service grew sequentially  from
second  quarter  2006 by 224 tractors and grew by 37 tractors  compared  to
third  quarter  2005.   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  6.5 cents per mile for the truckload segment  due  to
higher  average diesel fuel prices.  Fuel costs averaged 28 cents a  gallon
higher  in  third quarter 2006 compared to third quarter 2005.   By  month,
July  2006  fuel averaged 59 cents a gallon higher than July  2005,  August
2006 averaged 50 cents a gallon higher than August 2005, and September 2006
averaged  26  cents  a  gallon  lower than  September  2005.   Fuel  prices
increased  in  September 2005 due to the impact of Hurricanes  Katrina  and
Rita  and  declined  during September 2006 by 41 cents a  gallon  from  the
beginning  of  the month to the end of the month.  For third  quarter  2006
compared  to  third quarter 2005, net fuel costs had no impact on  earnings
per  share.   The  Company  includes all of  the  following  items  in  the
calculation  of  the  impact of fuel on earnings  for  both  periods:   (1)
average  fuel  price  per gallon, (2) fuel reimbursements  paid  to  owner-
operator drivers, (3) lower mpg due to the year-over-year increase  in  the
percentage of the company-owned truck fleet with post-October 2002  engines
and the mpg impact of ULSD fuel, and (4) offsetting fuel surcharge revenues
from customers.

     During third quarter 2006, truckload carriers transitioned a gradually
increasing portion of their diesel fuel consumption from low sulfur  diesel
fuel  to ULSD fuel, as fuel refiners were required to meet the EPA-mandated
80%   ULSD   threshold  by  the  transition  date  of  October  15,   2006.
Preliminary estimates were that ULSD would result in a 1-3% degradation  in
mpg  for all trucks, due to the lower energy content (btu) of ULSD.   Based
on  the  Company's  fuel  mpg  experience to date,  these  preliminary  mpg
degradation estimates are accurate.  To the extent that diesel fuel  prices
increase  more  significantly  during the  full  transition  to  ULSD,  the
Company's  fuel  surcharge  programs with its  customers  are  designed  to
recover most of the potential diesel fuel price increase.

                                     18


     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  September 30, 2006, the Company had no derivative financial instruments
to reduce its exposure to fuel price fluctuations.

     Supplies and maintenance for the truckload segment increased 0.6 cents
on  a  per-mile basis in third quarter 2006 due primarily to  increases  in
tire expense and the cost of over-the-road repairs.

     Taxes  and licenses for the truckload segment increased 0.5 cents  per
total  mile  due to the lower miles per truck and the effect  of  spreading
fixed licensing costs over 3.8% fewer miles, the effect of the 5% fuel  mpg
degradation for company-owned trucks with post-October 2002 engines and the
lower  mpg impact of ULSD on the per-mile cost of federal and state  diesel
fuel taxes, as well as increases in some state tax rates.

     Insurance and claims for the truckload segment increased 1.9 cents  on
a  per-mile  basis  due  primarily to increased claim  costs  and  negative
development  on existing liability insurance claims.  For the  policy  year
that  began  August 1, 2006, 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.
These self-insured retention levels and aggregate amounts of liability  for
personal  injury and property damage claims are the same as  those  of  the
policy  year  that  began August 1, 2005.  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, 2006 were slightly  higher
than the previous policy year.

     Depreciation expense for the truckload segment increased 0.9 cents  on
a per-mile basis in third 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 September 30, 2006, nearly 100%  of  the  company-
owned  truck  fleet consisted of trucks with the post-October 2002  engines
compared to 76% at September 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 increased to 90.9% in third quarter  2006
compared  to 90.2% in third quarter 2005.  During fourth quarter 2005,  VAS
entered  into  an  agreement with Union Pacific ("UP") to  manage  UP-owned
containers   for  intermodal  freight  shipments,  managing  400   assigned
containers during third quarter 2006 versus none in third quarter 2005.

     Rent  and purchased transportation for the truckload segment increased
0.2  cents  per  total  mile  in third quarter 2006.   Higher  fuel  prices
necessitated  higher  reimbursements  to  owner-operators  for  fuel  ($9.4
million  for third quarter 2006 compared to $7.8 million for third  quarter
2005), which resulted in a 0.8 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

                                     19


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.

     The   Company  continues  to  experience  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  810  as of September 30, 2006 from a  total  of  890  as  of
September  30,  2005 (a 9% decrease).  The Company increased  the  van  and
regional  over-the-road owner-operators' settlement rate by two  cents  per
mile effective May 1, 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 third quarter 2006.  Gains on sales of assets, primarily trucks
and  trailers, increased to $5.6 million in third quarter 2006 compared  to
$2.5  million  in third quarter 2005.  In third quarter 2006,  the  Company
spent  less  on  repairs per truck sold than in third  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 third quarter 2006. The Company's truck  sales
were not as strong in third quarter 2006, as compared to first quarter 2006
and  second  quarter  2006.   The Company believes  there  is  a  temporary
increase  in  the  supply of class 8 trucks currently available  for  sale,
caused  by some carriers attempting to sell more trucks while at  the  same
time  buying  more new trucks in advance of the January 2007  truck  engine
change.  The  Company plans to sell fewer trucks in 2007 than in  2006  and
plans to continue to sell and replace its oldest van trailers in 2007.

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

Nine  Months  Ended  September  30, 2006  Compared  to  Nine  Months  Ended
---------------------------------------------------------------------------
September 30, 2005
------------------

Operating Revenues

     Operating  revenues  increased  by 8.1%  for  the  nine  months  ended
September  30,  2006,  compared to the same period of  the  previous  year.
Excluding  fuel surcharge revenues, trucking revenues increased  1.4%,  due
primarily to a 4.3% increase in average revenues per total mile, offset  by
a 2.5% decrease in average monthly miles per tractor and a 0.3% decrease in
the average number of tractors in service.  VAS revenues increased by $37.8
million  (23.8%)  due  to  ongoing growth in the brokerage  and  intermodal
groups, and fuel surcharge revenues increased by $63.8 million (40.3%)  due
to  higher average diesel fuel prices for the first nine months of 2006  as
compared to the same period of 2005.

Operating Expenses

     Operating  expenses, expressed as a percentage of operating  revenues,
were  92.1% for the nine months ended September 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 recording the  related
fuel  surcharge revenues on a gross basis had the effect of increasing  the
operating ratio.  Because the Company's VAS business operates with a  lower
operating margin than the trucking business, the growth in VAS business  in
the  first  nine months of 2006 compared to the first nine months  of  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.

                                     20


     Owner-operator miles as a percentage of total miles decreased to 11.7%
for  the  nine  months ended September 30, 2006, from 12.7%  for  the  nine
months ended September 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 3.3 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 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 $1.8 million of stock compensation expense, and the effect of
the  lower  average miles per tractor.  Fuel increased 8.6 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 nine months of  2006
were  42  cents  per gallon, or 25%, higher than the first nine  months  of
2005.   Depreciation increased 0.9 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  0.2  cents  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 decreased 0.4 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 nine  months  ended
September 30, 2006 and 2005, respectively.

Liquidity and Capital Resources:

     During the nine months ended September 30, 2006, the Company generated
cash  flow  from  operations of $226.8 million,  a  64.3%  increase  ($88.7
million)  in cash flow compared to the same nine-month period a  year  ago.
The  increase  in cash flow from operations is due in large part  to  lower
income  tax  payments  during the first nine months of  2006  and  improved
collections of accounts receivable.  In addition, the Company wrote  off  a
$7.2  million  receivable  related to the APX  Logistics,  Inc.  bankruptcy
during  the  first  nine months of 2006, resulting in  a  decrease  in  net
accounts receivable.  Deferred taxes decreased by $39.8 million during  the
nine  months ended September 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 nine-month period ended
September 30, 2006 decreased by $94.4 million, from $218.7 million for  the
nine-month period ended September 30, 2005 to $124.3 million for the  nine-
month  period ended September 30, 2006.  Net property additions,  primarily
revenue  equipment,  were  $128.3 million for the nine-month  period  ended
September  30, 2006 versus $222.3 million during the same period  of  2005.
The  large  decrease  was  due  primarily to the  Company  purchasing  more
tractors in the first nine months of 2005 to reduce the average age of  its
truck fleet and purchasing fewer tractors in the first nine months of 2006.

                                     21


However,  during  the three months ended September 30,  2006,  the  Company
began  purchasing more new tractors, resulting in a $44.6 million  increase
in  net property additions compared to the first six months of 2006  and  a
$16.9 million increase over the three months ended September 30, 2005.  The
average  age  of the Company's truck fleet is 1.35 years at  September  30,
2006  compared to 1.34 years as of September 30, 2005.  The Company intends
to  keep  its  fleet as new as possible, to delay the cost  impact  of  the
federally  mandated  engine emission standards that are  required  for  all
newly-manufactured  engines  beginning  in  January  2007.   During  fourth
quarter  2006, the Company will be taking delivery of a substantial  number
of new trucks, and those trucks are expected to be placed in service during
the first half of 2007.

     As  of  September 30, 2006, the Company has committed to property  and
equipment  purchases, net of trades, of approximately $145.6 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 $111.8 million and $8.2 million during
the  nine  months  ended  September 30, 2006 and 2005,  respectively.   The
change from 2005 to 2006 included borrowings of $10.0 million in the  third
quarter   of  2006  to  fund  a  portion  of  the  Company's  net   capital
expenditures.   Subsequent to September 30, 2006, the Company  borrowed  an
additional  $30.0  million  under  these  credit  facilities  and   expects
additional  borrowings  in  the remaining months  of  2006.   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 $9.8 million in the nine-month period ended September 30, 2006
and  $8.7  million in the nine-month period ended September 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 $57.4 million and $1.6 million in  the
nine-month  periods ended September 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 September 30, 2006, the Company  had  purchased
3,257,038  shares  pursuant to this authorization and had 6,708,800  shares
remaining available for repurchase.

     Management  believes the Company's financial position at September 30,
2006 is strong.  As of September 30, 2006, the Company had $26.9 million of
cash  and cash equivalents and $876.5 million of stockholders' equity.   In
August  2006, the Company amended one of its existing credit facilities  to
increase  the  available credit by a total of $25.0 million,  bringing  its
available  credit  pursuant to credit facilities to $225.0  million  as  of
September  30, 2006, of which it had borrowed $10.0 million.  The remaining
credit available under these facilities is reduced by the $39.2 million  in
letters  of  credit  the Company maintains.  These letters  of  credit  are
primarily required as security for insurance policies.  As of September 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 drivers 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  of
these  HOS changes was lower mileage productivity 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.    On
September 7, 2006, the FMCSA announced in the Federal Register its decision
to  renew the Company's exemption from the FMCSA's requirement that drivers
of  commercial  motor  vehicles operating in  interstate  commerce  prepare
handwritten  records of duty status (logs).  The decision was effective  on
that  day.   Comments to the docket were received until October  10,  2006.
One response was received from the Advocates for Highway and Auto Safety.

     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 1.35 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.

     During   third   quarter  2006,  truckload  carriers  transitioned   a
substantial portion of their diesel fuel consumption from low sulfur diesel
fuel  to ULSD fuel, as fuel refiners were required to meet the EPA-mandated
80%   ULSD   threshold  by  the  transition  date  of  October  15,   2006.
Preliminary estimates were that ULSD would result in a 1-3% degradation  in
mpg  for all trucks, due to the lower energy content (btu) of ULSD.   Based
on  the  Company's  fuel  mpg  experience to date,  these  preliminary  mpg
degradation estimates are accurate.

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

                                     23


       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
       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.

                                     24


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
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 September 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 September  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.

     In  September  2006,   the  FASB  issued  SFAS  No.  157,  Fair  Value
Measurements.  This Statement defines fair value, establishes  a  framework
for  measuring  fair  value  in  generally accepted  accounting  principles
(GAAP),  and  expands  disclosures  about  fair  value  measurements.   The
provisions of SFAS No. 157 are effective as of the beginning of  the  first
fiscal year that begins after November 15, 2007.  As of September 30, 2006,
management believes that SFAS No. 157 will have no effect on the  financial
position, results of operations, and cash flows of the Company.

     In September 2006, the FASB issued SFAS No. 158, Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans-an amendment  of
FASB  Statements No. 87, 88, 106, and 132(R).  This Statement  requires  an
employer  to  recognize the overfunded or underfunded status of  a  defined
benefit  postretirement plan (other than a multiemployer plan) as an  asset
or  liability  in  its  statement of financial position  and  to  recognize
changes  in  that  funded  status in the year in which  the  changes  occur
through  comprehensive  income of a business entity.  This  Statement  also
requires an employer to measure the funded status of a plan as of the  date
of  its  year-end statement of financial position, with limited exceptions.
The  provisions of SFAS No. 158 are effective as of the end of  the  fiscal
year  ending after December 15, 2006.  As of September 30, 2006, management
believes  that SFAS No. 158 will have no effect on the financial  position,
results of operations, and cash flows of the Company.

     In  September  2006, the Securities and Exchange Commission  published
Staff  Accounting  Bulletin  ("SAB") No. 108 (Topic  1N),  Considering  the
Effects  of  Prior  Year  Misstatements when Quantifying  Misstatements  in
Current  Year  Financial Statements.  SAB No. 108 requires  registrants  to
quantify  misstatements using both the balance-sheet  and  income-statement

                                     25


approaches, with adjustment required if either method results in a material
error.   The  provisions of SAB No. 108 are effective for annual  financial
statements for the first fiscal year ending after November 15, 2006.  As of
September 30, 2006, the Company is evaluating the effect, if any,  SAB  No.
108 may have on its financial statements, but management does not currently
believe SAB No. 108 will have a material effect upon initial adoption.

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
September 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 and is  beginning
operations in Asia.  Foreign currency transaction gains and losses were not
material to the Company's results of operations for third quarter 2006  and
prior periods. To date, almost all foreign revenues are denominated in U.S.
dollars,  and  the  Company receives payment for foreign  freight  services
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.

Interest Rate Risk

     The  Company  had $10.0  million of variable rate debt outstanding  at
September 30, 2006.  The interest rates on the variable rate debt are based
on  the  London Interbank Offered Rate ("LIBOR").  Assuming this  level  of
borrowings,  a  hypothetical one-percentage point  increase  in  the  LIBOR
interest  rate  would  increase the Company's annual  interest  expense  by
$100,000.   The Company has no derivative financial instruments  to  reduce
its exposure to interest rate increases.

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

                                     26


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.

                                     27


                                  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 September 30, 2006, the Company  had  purchased
3,257,038  shares  pursuant to this authorization and had 6,708,800  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 third 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", as defined by Rule 10b-8 of the Securities Exchange
Act of 1934.

                   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
                    ----------------------------------------------------------------------------------------
                                                                               
July 1-31, 2006            597,500            $18.0234               597,500               7,111,300
August 1-31, 2006          402,500            $17.7529               402,500               6,708,800
September 1-30, 2006             -                   -                     -               6,708,800
                    -------------------                       --------------------
Total                    1,000,000            $17.9146             1,000,000               6,708,800
                    ===================                       ====================



                                     28


Item 6.  Exhibits.

   Index of Exhibits

   Exhibit  3(i)(A)  Revised   and  Amended   Articles   of   Incorporation
       (Incorporated  by  reference  to  Exhibit  3(i)(A)  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)(C) 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)

                                     29





                                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:     November 1, 2006       By: /s/ John J. Steele
      ------------------------       ---------------------------------------

                                     John J. Steele
                                     Executive Vice President, Treasurer and
                                     Chief Financial Officer



Date:     November 1, 2006       By: /s/ James L. Johnson
      ------------------------       ---------------------------------------

                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary


                                     30