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 March 31, 2007
                                    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  April  26, 2007, 73,593,987 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
         March 31, 2007 and 2006                                         3

         Consolidated Condensed  Balance Sheets  as of March 31, 2007
         and December 31, 2006                                           4

         Consolidated Statements of Cash Flows for the  Three  Months
         Ended March 31, 2007 and 2006                                   5

         Notes to Consolidated Financial Statements as of  March  31,
         2007                                                            6

Item 2.  Management's  Discussion and Analysis of Financial Condition
         and Results of Operations                                      12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk     24

Item 4.  Controls and Procedures                                        25

PART II - OTHER INFORMATION
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds    26

Item 6.  Exhibits                                                       27

                                  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 period ended March 31, 2007, are
not necessarily indicative of the results that may be expected for the year
ending  December  31, 2007.  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 Werner Enterprises, Inc.'s ("Werner" or the "Company")
Annual Report on Form 10-K for the year ended December 31, 2006.

                                     2


                         WERNER ENTERPRISES, INC.
                     CONSOLIDATED STATEMENTS OF INCOME





                                                    Three Months Ended
(In thousands, except per share amounts)                 March 31
---------------------------------------------------------------------------
                                                    2007          2006
---------------------------------------------------------------------------
                                                        (Unaudited)

                                                          
Operating revenues                                $ 503,913     $ 491,922
                                                ---------------------------

Operating expenses:
   Salaries, wages and benefits                     150,521       146,613
   Fuel                                              89,085        88,646
   Supplies and maintenance                          39,591        37,792
   Taxes and licenses                                30,163        29,469
   Insurance and claims                              24,205        19,195
   Depreciation                                      42,557        41,101
   Rent and purchased transportation                100,215        88,019
   Communications and utilities                       5,092         4,895
   Other                                             (4,782)         (630)
                                                ---------------------------
    Total operating expenses                        476,647       455,100
                                                ---------------------------

Operating income                                     27,266        36,822
                                                ---------------------------

Other expense (income):
   Interest expense                                   1,336           273
   Interest income                                   (1,051)         (995)
   Other                                                 72            41
                                                ---------------------------
    Total other expense (income)                        357          (681)
                                                ---------------------------

Income before income taxes                           26,909        37,503

Income taxes                                         11,241        15,474
                                                ---------------------------

Net income                                        $  15,668     $  22,029
                                                ===========================

Earnings per share:

     Basic                                        $     .21     $     .28
                                                ===========================

     Diluted                                      $     .21     $     .27
                                                ===========================

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

Weighted-average common shares outstanding:

     Basic                                           74,773        79,445
                                                ===========================

     Diluted                                         76,216        80,963
                                                ===========================


                                     3


                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED CONDENSED BALANCE SHEETS




(In thousands, except share amounts)               March 31     December 31
---------------------------------------------------------------------------
                                                     2007           2006
---------------------------------------------------------------------------
                                                  (Unaudited)
                                                          
ASSETS

Current assets:
   Cash and cash equivalents                     $   17,575     $   31,613
   Accounts receivable, trade, less allowance
     $9,299 and $9,417, respectively                230,459        232,794
   Other receivables                                 14,294         17,933
   Inventories and supplies                          10,445         10,850
   Prepaid taxes, licenses and permits               13,500         18,457
   Current deferred income taxes                     26,251         25,251
   Other current assets                              23,305         24,143
                                                ---------------------------
     Total current assets                           335,829        361,041
                                                ---------------------------

Property and equipment                            1,690,835      1,687,220
Less - accumulated depreciation                     602,288        590,880
                                                ---------------------------
     Property and equipment, net                  1,088,547      1,096,340
                                                ---------------------------

Other non-current assets                             20,482         20,792
                                                ---------------------------

                                                 $1,444,858     $1,478,173
                                                ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                              $   65,224     $   75,821
   Insurance and claims accruals                     80,885         73,782
   Accrued payroll                                   20,887         21,344
   Other current liabilities                         28,264         19,963
                                                ---------------------------
     Total current liabilities                      195,260        190,910
                                                ---------------------------

Long-term debt, net of current portion               80,000        100,000

Other long-term liabilities                           6,607            999

Insurance and claims accruals, net of current
  portion                                            99,500         99,500

Deferred income taxes                               209,908        216,413

Commitments and contingencies

Stockholders' equity:
   Common stock, $.01 par value, 200,000,000
     shares authorized; 80,533,536 shares
     issued; 73,900,461 and 75,339,297 shares
     outstanding, respectively                          805            805
   Paid-in capital                                  105,342        105,193
   Retained earnings                                874,478        862,403
   Accumulated other comprehensive loss                (786)          (207)
   Treasury stock, at cost; 6,633,075 and
     5,194,239 shares, respectively                (126,256)       (97,843)
                                                ---------------------------
     Total stockholders' equity                     853,583        870,351
                                                ---------------------------
                                                 $1,444,858     $1,478,173
                                                ===========================


                                     4


                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                     Three Months Ended
(In thousands)                                             March 31
---------------------------------------------------------------------------
                                                     2007         2006
---------------------------------------------------------------------------
                                                        (Unaudited)
                                                          
Cash flows from operating activities:
   Net income                                      $  15,668    $  22,029
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation                                     42,557       41,101
     Deferred income taxes                            (2,435)       2,731
     Gain on disposal of property and equipment       (6,202)      (8,829)
     Stock based compensation                            417          693
     Other long-term assets                            1,192       (1,399)
     Insurance claims accruals, net of current
       portion                                             -        1,500
     Other long-term liabilities                         270          107
     Changes in certain working capital items:
       Accounts receivable, net                        2,335       24,531
       Other current assets                            9,839       12,984
       Accounts payable                              (10,597)         959
       Other current liabilities                      15,012        7,113
                                                ---------------------------
    Net cash provided by operating activities         68,056      103,520
                                                ---------------------------

Cash flows from investing activities:
   Additions to property and equipment               (58,849)     (56,246)
   Retirements of property and equipment              27,285       48,376
   Decrease in notes receivable                        2,120        1,425
                                                ---------------------------
    Net cash used in investing activities            (29,444)      (6,445)
                                                ---------------------------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt           10,000            -
   Repayments of short-term debt                           -      (60,000)
   Repayments of long-term debt                      (30,000)           -
   Dividends on common stock                          (3,390)      (3,177)
   Repurchases of common stock                       (29,527)     (19,825)
   Stock options exercised                               582        2,860
   Excess tax benefits from exercise of stock
     options                                             264        1,922
                                                ---------------------------
    Net cash used in financing activities            (52,071)     (78,220)
                                                ---------------------------

Effect of exchange rate fluctuations on cash            (579)        (298)
Net increase (decrease) in cash and cash
  equivalents                                        (14,038)      18,557
Cash and cash equivalents, beginning of period        31,613       36,583
                                                ---------------------------
Cash and cash equivalents, end of period           $  17,575    $  55,140
                                                ===========================
Supplemental disclosures of cash flow
  information:
Cash paid during the period for:
   Interest                                        $   1,691    $     384
   Income taxes                                    $   3,727    $   7,108
Supplemental schedule of non-cash investing
  activities:
   Notes receivable issued upon sale of revenue
     equipment                                     $   3,002    $   1,417


                                     5


                          WERNER ENTERPRISES, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)
(1)  Comprehensive Income

     Other  than  its  net  income,  the Company's  only  other  source  of
comprehensive  income  (loss) is foreign currency translation  adjustments.
Other   comprehensive  income  (loss)  from  foreign  currency  translation
adjustments  was  ($579)  and  ($298) (in thousands)  for  the  three-month
periods ended March 31, 2007 and 2006, respectively.

(2)  Long-Term Debt

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




                                                 March 31     December 31
                                               -----------    -----------
                                                  2007           2006
                                               -----------    -----------
                                                        
      Notes payable to banks under committed
        credit facilities                      $    80,000    $   100,000
      Less current maturities                            -              -
                                               -----------    -----------
      Long-term debt, net                      $    80,000    $   100,000
                                               ===========    ===========



     The  notes  payable  to banks under committed credit  facilities  bear
variable  interest (5.8% at March 31, 2007) based on the  London  Interbank
Offered  Rate ("LIBOR") and mature at various dates from May  2008  to  May
2011.   As of March 31, 2007, the Company has an additional $170.0  million
of  available credit under these credit facilities with two banks which  is
further  reduced  by  $39.2  million  in  letters  of  credit  the  Company
maintains.  Subsequent to March 31, 2007, the Company repaid $10.0  million
on  these  notes.  One credit facility contains a reduction  clause,  under
which  the maximum facility amount decreases by $25.0 million on  June  30,
2007.   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 March 31, 2007.

(3)  Income Taxes

     The Company adopted the provisions of FASB Interpretation No. 48 ("FIN
48"), Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a
result of the adoption of FIN 48, the Company recognized an additional $0.3
million  net  liability for unrecognized tax benefits, which was  accounted
for  as a reduction to retained earnings.  After recognizing the additional
liability,  the  Company had a total gross liability for  unrecognized  tax
benefits  of  $5.3 million as of the adoption date, which  is  included  in
other  long-term liabilities.  If recognized, $3.4 million of  unrecognized
tax  benefits would impact the Company's effective tax rate.   Interest  of
$1.4 million has been reflected as a component of the total liability.   It
is  the Company's policy to recognize as additional income tax expense  the
items of interest and penalties directly related to income taxes.

     For  the  three  month  period ended March 31,  2007,  there  were  no
material  changes  to the total amount of unrecognized tax  benefits.   The
Company  does  not  expect  any  significant  increases  or  decreases  for
uncertain tax positions during the next 12 months, except for the potential
outcome of the matter discussed in Note 4.

                                     6


     The Company files income tax returns in the U.S. and various states as
well  as  several  foreign  jurisdictions.  The Company  has  tax  returns,
subject to examination, primarily for tax returns filed during 2003 through
2007  in  addition  to returns filed during 1999 through  2002  due  to  an
extension of the statute of limitations.

(4)  Commitments and Contingencies

     As  of  March  31, 2007, the Company has commitments for  net  capital
expenditures of approximately $15.6 million.

     During  first  quarter  2006,  in connection  with  an  audit  of  the
Company's  federal  income tax returns for the  years  1999  to  2002,  the
Company  received  a  notice  from  the Internal  Revenue  Service  ("IRS")
proposing  to  disallow a significant tax deduction.  This deduction  is  a
timing difference between financial reporting and tax reporting and, if the
Company did not ultimately prevail, would result in interest charges, which
the  Company records as a component of income tax expense in the  Company's
financial  statements.  This timing difference deduction  reversed  in  the
Company's  2004  income tax return.  The Company filed a  protest  in  this
matter  in  April 2006, which is currently under review by an  IRS  appeals
officer.  The initial conference with the appeals officer occurred in March
2007.   The Company and its tax advisors believe the Company has  a  strong
position  and,  therefore, at this time the Company  has  not  recorded  an
accrual  for  interest for this issue in the financial statements.   It  is
possible the Company may not ultimately prevail in its position, which  may
have  a  material impact on the Company's financial condition.  The Company
estimates  the  accrued interest, net of taxes, if the  Company  would  not
prevail in its position with the IRS to be approximately $6.2 million as of
March 31, 2007.

(5)  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
                                                         March 31
                                                  ----------------------
                                                      2007      2006
                                                  ----------------------

                                                        
       Net income                                  $  15,668  $  22,029
                                                  ======================

       Weighted-average common shares outstanding     74,773     79,445
       Common stock equivalents                        1,443      1,518
                                                  ----------------------
       Shares used in computing diluted earnings
         per share                                    76,216     80,963
                                                  ======================
       Basic earnings per share                    $     .21  $     .28
                                                  ======================
       Diluted earnings per share                  $     .21  $     .27
                                                  ======================


                                     7


     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
                                                          March 31
                                                 --------------------------
                                                     2007          2006
                                                 --------------------------

                                                                  
       Number of shares under option                 29,500             -

       Range of option purchase prices           $19.26 - $20.36        -



(6)  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
common stock on 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 March 31, 2007, 8,892,407 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
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 months ended March 31, 2007 and 2006 was $0.4 million
and  $0.7  million,  respectively, and is included in salaries,  wages  and
benefits  within the consolidated statements of income.  The  total  income
tax benefit recognized in the income statement for stock-based compensation
arrangements  was $0.2 million and $0.3 million for the three months  ended
March  31, 2007 and 2006, respectively.  There was no cumulative effect  of
initially adopting SFAS No. 123R.

                                     8


     The  following  table  summarizes Stock Option Plan activity  for  the
three months ended March 31, 2007:



                                                                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        4,565    $   11.03
   Options granted                            -    $       -
   Options exercised                        (61)   $    9.52
   Options forfeited                          -    $       -
   Options expired                           (2)   $    7.35
                                     ----------
Outstanding at end of period              4,502    $   11.05         4.68      $  32,215
                                     ==========
Exercisable at end of period              3,304    $    9.24         3.82      $  29,542
                                     ==========



     The  Company  granted no stock options during the three-month  periods
ended  March 31, 2007 and 2006.  The fair value of stock option grants  are
estimated using a Black-Scholes valuation model.  The total intrinsic value
of share options exercised during the three months ended March 31, 2007 and
2006 was $0.6 million and $4.7 million, respectively. As of March 31, 2007,
the  total unrecognized compensation cost related to nonvested stock option
awards was approximately $2.2 million and is expected to be recognized over
a weighted average period of 1.3 years.

     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 2007.

     The Board has approved and adopted an amended and restated option plan
and  renamed  the amended plan the "Werner Enterprises, Inc.  Equity  Plan"
(the "Equity Plan"), pursuant to which it will, if the plan is approved  by
the  stockholders, be able to grant shares of restricted  stock  and  grant
awards of stock options and stock appreciation rights to employees and non-
employee directors.  The amended and restated Equity Plan is being proposed
for stockholder approval at the May 8, 2007 Annual Meeting of Stockholders.
If  the  proposed  plan  amendments are not approved by  stockholders,  the
current plan will continue in its current form.

(7)  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 Dedicated Services fleet  provides
truckload  services  required  by  a specific  customer,  generally  for  a
distribution center or manufacturing facility.  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 Expedited fleet provides time-
sensitive  truckload  services utilizing driver  teams.   The  Flatbed  and
Temperature-Controlled fleets provide truckload services for products  with
specialized  trailers.  Revenues for the Truckload Transportation  Services

                                     9


segment include non-trucking revenues of $3.1 million in first quarter 2007
and  $2.8  million  in first quarter 2006, which consist primarily  of  the
portion of shipments delivered to or from Mexico where the Company utilizes
a third-party capacity provider.

     The  VAS  segment, which generates the majority of the Company's  non-
trucking  revenues,  provides  truck  brokerage,  intermodal,  and  freight
transportation  management (single-source logistics), as well  as  a  newly
expanded international product line.

     The  Company 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
table   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
                                                       March 31
                                                ----------------------
                                                    2007      2006
                                                ----------------------

                                                      
Truckload Transportation Services               $  429,807  $  432,997
Value Added Services                                69,877      56,171
Other                                                3,602       1,862
Corporate                                              627         892
                                                ----------------------
Total                                           $  503,913  $  491,922
                                                ======================






                                                   Operating Income
                                                   ----------------
                                                  Three Months Ended
                                                       March 31
                                                ----------------------
                                                    2007      2006
                                                ----------------------

                                                      
Truckload Transportation Services               $   23,776  $   35,083
Value Added Services                                 2,940       1,511
Other                                                  829         463
Corporate                                             (279)       (235)
                                                ----------------------
Total                                           $   27,266  $   36,822
                                                ======================



(8)  Related Party Transactions

     On  February 8, 2007, Werner Enterprises, Inc. (the "Company") entered
into  a  revised Lease Agreement, effective as of the 21st day of May  2002
(the  "Lease Agreement"), and a License Agreement (the "License Agreement")
with  Clarence L. Werner, Trustee of the Clarence L. Werner Revocable Trust
(the  "Trust").  Clarence L. Werner, Chairman of the Board of the  Company,
is  the  sole  trustee  of  the  Trust.  The Lease  Agreement  and  License
Agreement  were  approved  by the disinterested members  of  the  Board  of
Directors at the Board's February 8, 2007 meeting.  The Lease Agreement was
originally entered into between the parties as of May 21, 2002 with  a  10-

                                     10


year lease term commencing June 1, 2002 (the "2002 Lease Agreement").

     The  Lease Agreement covers the lease of land comprising approximately
35   acres  (referred  to  as  the  "Lodge  Premises"),  with  improvements
consisting of lodging facilities and a sporting clay range which  are  used
by  the  Company  for business meetings and customer promotion.   The  2002
Lease  Agreement  provided for a non-exclusive license to use  for  hunting
purposes  a  contiguous  portion of farmland comprising  approximately  580
acres  (referred to as the "Farmland Premises"), which license rights  were
deleted from the Lease Agreement and separated into the License Agreement.

     The  Lease Agreement's current 10-year term expires May 31, 2012,  and
provides  the Company the option to extend the lease for two additional  5-
year  periods,  through  2017  and 2022,  respectively.   Under  the  Lease
Agreement,  the Company makes annual rental payments of One Dollar  ($1.00)
per  year,  and  is responsible for the real estate taxes  and  maintenance
costs on the Lodge Premises, which totaled approximately $44 (in thousands)
for 2006.

     Option  to  Purchase Rights:  Under the Lease Agreement, at  any  time
during  the lease or any extension thereof, the Company has the  option  to
purchase  the  Lodge Premises from the Trust at its current  market  value,
excluding the value of all leasehold improvements made by the Company.  The
Company  also has a right of first refusal to purchase the Lodge  Premises,
or  any  part  thereof, if the Trust has an offer from an  unrelated  third
party to purchase the Lodge Premises.  The Trust has the option at any time
during the lease to demand that the Company exercise its option to purchase
the  Lodge Premises at its current market value, excluding the value of all
leasehold improvements made by the Company.  If the Company elects  not  to
purchase  the  Lodge Premises as demanded by the Trust, then the  Company's
option to purchase at any time during the lease is forfeited; however,  the
Company  will  still  have the right of first refusal  with  respect  to  a
purchase  offer  from an unrelated third party.  If the Company  terminates
the Lease Agreement prior to the expiration of the initial 10-year term and
elects  not to purchase the Lodge Premises from the Trust, then  the  Trust
agrees  to  pay  the  Company the cost of all leasehold improvements,  less
accumulated depreciation calculated on a straight-line basis over the  term
of the Lease Agreement (10 years). If at the termination of the initial 10-
year lease term, or any of the two 5-year renewal periods, the Company  has
not  exercised  its option to purchase the Lodge Premises  at  its  current
market  value, the leasehold improvements become the property of the Trust.
However,  it is the Company's current intention to exercise its  option  to
purchase  the  Lodge  Premises at its current market  value  prior  to  the
completion  of  the initial 10-year lease period or any of the  two  5-year
renewal periods.  The Company has made leasehold improvements to the  Lodge
Premises  of  approximately $6.1 million since the inception  of  leasehold
arrangements commencing in 1994.

     The  revisions  to the Lease Agreement removed the provisions relating
to  the  Farmland  Premises, as of the effective date  of  the  2002  Lease
Agreement, including the description of option to purchase rights described
above,  from the agreement, and the Company and the Trust entered into  the
separate License Agreement defining their respective rights with respect to
the  Farmland Premises.   Under the License Agreement, the Company and  its
invitees are granted a non-exclusive right to hunt and fish on the Farmland
Premises,  for a term of one-year, which is automatically renewable  unless
either  party  terminates not less than 30 days prior to  the  end  of  the
current  annual term.  The Trust agrees to use its best efforts to maintain
a  Controlled  Shooting  Area  Permit on the Farmland  Premises  while  the
License  Agreement is in effect, and to maintain the land in  a  manner  to
maximize hunting cover for game birds.  In consideration of the license  to
hunt and fish on the Farmland Premises, the Company agrees to pay the Trust
an  amount equal to the real property taxes and special assessments  levied
on  the land, and the cost of all fertilizer and seed used to maintain  the
hunting cover and crops located on the land.  Such costs were approximately
$29 (in thousands) for 2006.

                                     11


     Copies  of  the  Lease Agreement and License Agreement  are  filed  as
exhibits  to  this 10-Q and are incorporated by reference to the  Company's
Annual Report on Form 10-K for the year ended December 31, 2006.

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

     This  report  contains  historical information, as  well  as  forward-
looking statements that are based on information currently available to the
Company's  management.   The  forward-looking statements  in  this  report,
including those made in this Item 2, "Management's Discussion and  Analysis
of Financial Condition and Results of Operations", are made pursuant to the
safe  harbor provisions of the Private Securities Litigation Reform Act  of
1995,  as  amended.  The Company believes the assumptions underlying  these
forward-looking  statements are reasonable based on  information  currently
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, 2006.  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,   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, which consist primarily of the portion  of
shipments  delivered  to  or from Mexico where it  utilizes  a  third-party
capacity   provider.   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  85%  of  total  operating
revenues  in  first  quarter  2007, and non-trucking  and  other  operating
revenues accounted for approximately  15%.

     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 revenues 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

                                     12


statistics  used to evaluate trucking revenues, excluding fuel  surcharges,
are  average revenues per tractor per week, the per-mile rates  charged  to
customers,  the  average monthly miles generated per tractor,  the  average
percentage of empty miles, the average trip length, and the average  number
of  tractors  in  service.  General economic conditions,  seasonal  freight
patterns  in  the trucking industry, and industry capacity are key  factors
that impact these statistics.

     The  Company's  most  significant  resource requirements  are  company
drivers,   owner-operators,  tractors,  trailers,  and  related  costs   of
operating  its equipment (such as fuel and related fuel taxes, driver  pay,
insurance, and supplies and maintenance). The Company has historically been
successful  mitigating its risk to increases in fuel prices  by  recovering
additional fuel surcharges from its customers that recoup a majority of the
increased fuel costs; however, there is no assurance that current  recovery
levels  will  continue in future periods.  The Company's financial  results
are  also  affected by availability of company drivers and  owner-operators
and  the market for new and used revenue equipment. Because the Company  is
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 first quarter 2007 to first quarter  2006,  several
industry-wide  issues,  including a softer freight  market,  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 (phase 1) for all newly purchased trucks,  which
have  increased  truck purchase costs.  In addition, beginning  in  January
2007, a new set of more stringent engine emission standards mandated by the
Environmental  Protection Agency ("EPA") became  effective  for  all  newly
manufactured  trucks.  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. In 2005  and  2006,
the  Company  accelerated  its  normal  three-year  replacement  cycle  for
company-owned  tractors.  These  purchases  were  funded  by  net cash from
operations  and financing  available under  the Company's  existing  credit
facilities, as management deemed necessary.  The Company's new truck  fleet
will allow it to delay purchases of trucks with the 2007 engines.   Capital
expenditures for tractors in 2007 are expected to be substantially lower.

     Non-trucking  services provided by the Company, primarily through  its
VAS  division, include freight management (single-source logistics),  truck
brokerage,  and  intermodal,  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 qualified employees, information  systems,
and  the  services of qualified 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

                                     13


operating income percentage.  The operating income percentage for the  non-
trucking business is lower than those of the trucking operations,  but  the
return on assets is substantially higher.

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
                                                         March 31          %
                                                  ----------------------
                                                    2007         2006    Change
                                                  -----------------------------

                                                                 
Trucking revenues, net of fuel surcharge (1)      $366,306    $368,256    -0.5%
Trucking fuel surcharge revenues (1)                60,383      61,888    -2.4%
Non-trucking revenues, including VAS (1)            72,951      58,980    23.7%
Other operating revenues (1)                         4,273       2,798    52.7%
                                                  --------    --------
    Operating revenues (1)                        $503,913    $491,922     2.4%
                                                  ========    ========

Operating ratio (consolidated) (2)                    94.6%       92.5%
Average monthly miles per tractor                    9,519       9,834    -3.2%
Average revenues per total mile (3)                 $1.444      $1.448    -0.3%
Average revenues per loaded mile (3)                $1.676      $1.663     0.8%
Average percentage of empty miles                    13.84%      12.91%
Average trip length in miles (loaded)                  572         585    -2.2%
Total miles (loaded and empty) (1)                 253,714     254,317    -0.2%
Average tractors in service                          8,884       8,620     3.1%
Average revenues per tractor per week (3)           $3,172      $3,286    -3.5%
Total tractors (at quarter end)
    Company                                          7,976       7,820
    Owner-operator                                     824         830
                                                  --------    --------
         Total tractors                              8,800       8,650

Total trailers (truck and intermodal,
         quarter end)                               25,160      25,080

(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.


                                     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 $2.8 million  for
the  three-month  periods ended March 31, 2007 and 2006,  respectively,  as
described on page 10.




                                                   Three Months Ended
                                                        March 31
                                        ---------------------------------------
                                               2007                 2006
                                        ------------------   ------------------
Truckload Transportation Services
 (amounts in 000's)                           $       %            $        %
---------------------------------       ------------------   ------------------
                                                              
Revenues                                 $  429,807  100.0    $  432,997  100.0
Operating expenses                          406,031   94.5       397,914   91.9
                                        ------------         ------------
Operating income                         $   23,776    5.5    $   35,083    8.1
                                        ============         ============



     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
                                                        March 31
                                         ---------------------------------------
                                                2007                 2006
                                         ------------------   ------------------
Truckload Transportation Services
 (amounts in 000's)                            $       %            $       %
---------------------------------        ------------------   ------------------
                                                               
Revenues                                  $  429,807           $  432,997
Less: trucking fuel surcharge revenues        60,383               61,888
                                         ------------         ------------
Revenues, net of fuel surcharges             369,424  100.0       371,109  100.0
                                         ------------         ------------
Operating expenses                           406,031              397,914
Less: trucking fuel surcharge revenues        60,383               61,888
                                         ------------         ------------
Operating expenses, net of fuel
  surcharges                                 345,648   93.6       336,026   90.5
                                         ------------         ------------
Operating income                          $   23,776    6.4    $   35,083    9.5
                                         ============         ============



     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
                                                        March 31
                                         ---------------------------------------
                                                2007                 2006
                                         ------------------   ------------------
Value Added Services (amounts in 000's)        $       %            $       %
---------------------------------------  ------------------   ------------------
                                                               
Revenues                                  $   69,877  100.0    $   56,171  100.0
Rent and purchased transportation expense     61,929   88.6        50,891   90.6
                                         ------------         ------------
Gross margin                                   7,948   11.4         5,280    9.4
Other operating expenses                       5,008    7.2         3,769    6.7
                                         ------------         ------------
Operating income                          $    2,940    4.2    $    1,511    2.7
                                         ============         ============


                                     15


Three Months Ended March 31, 2007 Compared to Three Months Ended March  31,
---------------------------------------------------------------------------
2006
----

Operating Revenues

     Operating revenues increased 2.4% for the three months ended March 31,
2007,  compared  to  the  same period of the prior  year.   Excluding  fuel
surcharge  revenues, trucking revenues decreased 0.5% due  primarily  to  a
0.3%   decrease  in  average  revenues  per  total  mile,  excluding   fuel
surcharges,  and  a  3.2% decrease in average monthly  miles  per  tractor,
offset  by  a  3.1% increase in the average number of tractors in  service.
The  average percentage of empty miles increased to 13.8% in first  quarter
2007  from  12.9%  in  first quarter 2006.  Although average  revenues  per
loaded  mile  increased 0.8% in first quarter 2007  as  compared  to  first
quarter  2006, the higher empty miles percentage was a contributing  factor
in  the  decline  in  average revenue per mile on a total  mile  basis.   A
significant  portion of the increase in the empty mile percentage  and  the
decrease in average miles per truck are due to the softer freight market.

     An  increase in truck capacity and softness in freight demand made for
a  continued challenging market in first quarter 2007.  January 2007  began
with an unusually low level of freight demand.  Freight bookings were lower
each  week in first quarter 2007 compared to the same weeks in each of  the
prior  three  years.   However,  Werner experienced  the  typical  seasonal
improvement in freight demand as first quarter 2007 developed from  January
to  March.  The softness in the housing and automotive sectors that are not
large  markets  for  Werner caused carriers that  serve  these  markets  to
compete  more aggressively in the consumer non-durable markets  principally
served  by  the  Company.   In  addition, moderating  economic  growth  and
inventory  tightening  also contributed to lower  freight  volumes.   These
factors  and the significant increase in truck supply caused by  the  large
truck  pre-buy in advance of the new January 2007 engine emission standards
led to a competitive environment in first quarter 2007.

     The  Company has historically served its partner customers  by  making
available a portion of its 3,000-truck Van solo driver fleet to meet  their
flex  and  surge shipment needs, at contractually agreed terms  and  rates.
This  fleet,  which has the greatest exposure to the spot  freight  market,
faced  the most operational challenges during the past several months.   To
better match freight and trucks and to improve profitability, in March 2007
the  Company  began  reducing its Van fleet by 250  trucks  over  a  60-day
period.   Management has completed the initial 250 truck reduction and  has
begun  further  reductions beyond the initial 250  trucks  to  achieve  the
operational efficiencies and profitability expectations for this fleet.  In
addition, the Company is meeting with its partner customers to explain  the
Company's  goal  of  committing 100% of Van  capacity  on  a  daily  basis.
Depending  on  used truck and trailer market conditions and  the  Company's
equipment  needs in its other truck fleets, the reduction in the Van  fleet
may result in an increase in truck and trailer sales.

     Fuel  surcharge  revenues, which represent collections from  customers
for  the  higher cost of fuel, decreased to $60.4 million in first  quarter
2007  from  $61.9 million in first quarter 2006.  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 24.4% to $69.9 million for the  three  months
ended  March  31, 2007 from $56.2 million for the three months ended  March
31,  2006.   VAS revenues consist primarily of truck brokerage, intermodal,

                                     16


freight management (single-source logistics), as well as the newly expanded
international product line described below.  Brokerage continued to produce
strong results with 32% revenue growth and $0.8 million of operating income
improvement.   Brokerage is generating an annualized revenue  run  rate  of
$115 million with a carrier base of approximately 5,000 qualified carriers.
Freight  Management,  the Company's single source  logistics  solution  and
largest  VAS service offering, produced 9% revenue growth and $0.3  million
of operating income improvement. Freight Management continues to secure new
VAS  business that is generating growth across all Company business  units.
Intermodal  produced 46% revenue growth and $0.3 million of  net  operating
margin  improvement,  as  the  Company started benefiting  from  intermodal
strategy changes that were implemented during fourth quarter 2006 and first
quarter 2007.

     Werner  Global Logistics ("WGL"), VAS' international service offering,
is  fully prepared to assist customers with innovative global supply  chain
solutions.   All necessary business licenses have been obtained to  conduct
business  in  China  and  facilitate international  freight  shipments;  an
experienced  management  team is fully staffed  and  trained  in  Shanghai,
Shenzen   and   Omaha;  and  WGL  has  successfully  managed  hundreds   of
international  container shipments to date.  Customer  development  efforts
are  actively  in  process and WGL is expected to be a  positive  operating
income  contributor  later  this  year.   Werner,  through  its  subsidiary
companies, is a licensed U.S. NVOCC, U.S. Customs Broker, Class  A  Freight
Forwarder  in  China, licensed China NVOCC and a TSA approved Indirect  Air
Carrier.

Operating Expenses

     Operating  expenses, expressed as a percentage of operating  revenues,
were 94.6% for the three months ended March 31, 2007, compared to 92.5% for
the  three months ended March 31, 2006.  Because the Company's VAS business
operates  with a lower operating margin and a higher return on assets  than
the  trucking  business, the growth in VAS business in first  quarter  2007
compared to first quarter 2006 contributed to the increase in the Company's
overall operating ratio.  Expense items that impacted the overall operating
ratio are described on the following pages.  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,
which  is a better measurement tool for comparing the results of operations
from period to period.




                                                 Three Months Ended   Increase
                                                      March 31       (Decrease)
                                                 ------------------
                                                   2007      2006     per Mile
                                                 ------------------------------
                                                              
Salaries, wages and benefits                      $0.574    $0.563     $0.011
Fuel                                               0.349     0.347      0.002
Supplies and maintenance                           0.148     0.143      0.005
Taxes and licenses                                 0.118     0.115      0.003
Insurance and claims                               0.095     0.075      0.020
Depreciation                                       0.161     0.157      0.004
Rent and purchased transportation                  0.151     0.146      0.005
Communications and utilities                       0.020     0.019      0.001
Other                                             (0.016)    0.000     (0.016)



     Owner-operator costs are included in rent and purchased transportation
expense.   Owner-operator  miles  as  a  percentage  of  total  miles  were
unchanged  at  11.8% for first quarter 2007 and first quarter  2006,  which

                                     17


resulted  in  essentially no shifting of costs between rent  and  purchased
transportation   and   other  expense  categories.    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.

     Salaries,  wages  and  benefits  for non-drivers  increased  in  first
quarter 2007 compared to first quarter 2006 due to an increase in personnel
to support the growth in the VAS segment that does not generate miles.  The
increase  in  salaries, wages and benefits of 1.1 cents per  mile  for  the
truckload  segment is primarily the result of additional  amounts  paid  to
drivers  such  as  layover pay and other discretionary pay  items  used  to
compensate  drivers in the challenging freight environment, an increase  in
the percentage of dedicated fleet trucks, and higher group health insurance
costs due to less favorable claims experience in first quarter 2007, offset
by decreases in workers' compensation expense and state unemployment taxes.
Non-driver salaries, wages and benefits for the truckload segment increased
on  a  per-mile  basis due to the effect of the lower miles  generated  per
truck.

     The  Company renewed its workers' compensation insurance coverage, and
for the policy year beginning April 2007, the Company continues to maintain
a  self-insurance  retention of $1.0 million per claim  and  is  no  longer
responsible for an annual aggregate amount of $1.0 million for claims above
$1.0  million  and below $2.0 million.  The Company's workers' compensation
insurance premiums for the policy year beginning April 1, 2007 are slightly
higher  than the previous policy year, but the Company expects  to  realize
cost  savings from eliminating the aggregate between $1.0 million and  $2.0
million.

     The  driver market remains challenging, but is less difficult  than  a
year ago.  Normally going into the spring season, the driver market is very
difficult  due  to  seasonal  construction and  housing  jobs  that  become
available with improving weather conditions.  The current weakness in these
industries  and  other  factors are helping improve  the  Company's  driver
availability.   However, 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  0.2 cents per mile for the truckload segment  due  to
higher average diesel fuel prices.  Compared to the same month in the prior
year,  fuel costs were 10 cents per gallon lower in January 2007,  5  cents
per gallon higher in February 2007, and 14 cents per gallon higher in March
2007.   Fuel  prices began to fall in the latter half of April,  but  still
averaged 4  cents per  gallon higher in  April 2007 than in April 2006.  In
addition,  the industry-wide adoption of ultra-low sulfur diesel  beginning
in  fourth  quarter 2006 reduced miles per gallon.  For first quarter  2007
compared  to  first  quarter 2006, net fuel costs had a  two-cent  negative
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) miles per gallon, and (4)  offsetting  fuel
surcharge revenues from customers.

     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  March 31, 2007, the Company had no derivative financial instruments  to
reduce its exposure to fuel price fluctuations.

     Supplies and maintenance for the truckload segment increased 0.5 cents
on  a  per-mile basis in first quarter 2007 due primarily to  increases  in
over-the-road tractor repairs and the effect of lower miles per truck.

                                     18


     Taxes  and licenses for the truckload segment increased 0.3 cents  per
total  mile  due  primarily to increases in state fuel tax  rates  and  the
effect of lower miles per truck.

     Insurance and claims for the truckload segment increased 2.0 cents  on
a per-mile basis due primarily to an increase in the frequency of claims in
first  quarter  2007 compared to first quarter 2006.  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.
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 0.4 cents  on
a per-mile basis in first quarter 2007 due primarily to higher costs of new
tractors  with the post-October 2002 engines and the impact of lower  miles
per truck.

     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.   VAS  lowered  its  rent   and   purchased
transportation  expense as a percentage of VAS revenues to 88.6%  in  first
quarter 2007 compared to 90.6% in first quarter 2006.

     Rent  and purchased transportation for the truckload segment increased
0.5  cent per total mile in first quarter 2007 due primarily to an increase
of  the van and regional over-the-road owner-operators' settlement rate  by
two  cents per mile effective May 1, 2006.  To a lesser extent, higher fuel
prices necessitated higher reimbursements to owner-operators for fuel ($7.5
million  for first quarter 2007 compared to $7.3 million for first  quarter
2006).  The Company's customer fuel surcharge programs do not differentiate
between  miles  generated by Company-owned trucks and  miles  generated  by
owner-operator   trucks;   thus,  the  increase  in   owner-operator   fuel
reimbursements  is included with Company fuel expenses in  calculating  the
per-share impact of higher fuel prices on earnings.

     The   Company  continues  to  experience  difficulty  attracting   and
retaining   owner-operator  drivers  due  to  the   challenging   operating
conditions   including   inflationary   cost   increases   that   are   the
responsibility  of  the  owner-operators.   The number  of  owner-operators
decreased  slightly to 824 as of March 31, 2007 from a total of 830  as  of
March  31, 2006 (a 0.7% decrease).  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 1.6 cents
per  mile in first quarter 2007.  Gains on sales of assets (a reduction  of
other operating expenses), primarily trucks and trailers, decreased to $6.2
million  in  first quarter 2007 compared to $8.8 million in  first  quarter
2006.  As planned, in first quarter 2007 the Company sold fewer trucks  but
continued  to  realize  solid gains per truck sold, after  considering  the
impact  of  the  softer freight market and higher fuel  prices.   In  first
quarter  2007, the Company also continued to sell its oldest  van  trailers
that  are  fully  depreciated and replace them with  new  trailers.   These
trailer  sales  also contributed to equipment gains in both  first  quarter
2007  and first quarter 2006.  The Company expects to continue to sell  its

                                     19


oldest  van  trailers during the remainder of 2007 and  continue  replacing
them with new trailers.

     In  March  2006, a long-standing customer, APX Logistics, Inc.,  filed
bankruptcy and is subsequently being liquidated with no significant amounts
expected to be paid to unsecured creditors.  The Company recorded bad  debt
expense  in  first quarter 2006 for the full amount owed of  $7.2  million.
This  was  reflected  as  an  expense in Other Operating  Expenses  in  the
Company's income statement for first quarter 2006.

     The  Company's effective income tax rate (income taxes expressed as  a
percentage of income before income taxes) increased slightly to  41.8%  for
first quarter 2007 from 41.3% for first quarter 2006.

Liquidity and Capital Resources:

     During  the three months  ended March 31, 2007, the Company  generated
cash  flow  from  operations  of $68.1 million,  a  34.3%  decrease  ($35.5
million)  in cash flow compared to the same three-month period a year  ago.
The  decrease  in cash flow from operations is due primarily  to  a  slight
increase  in  days  sales  in accounts receivable  in  first  quarter  2007
compared  to  a  decrease  in days sales in accounts  receivable  in  first
quarter 2006 (principally due to reserving for the APX bankruptcy), an $0.8
million  decrease in accounts payable for revenue equipment  from  December
2005 to March 2006 compared to an $8.8 million decrease in accounts payable
for  revenue  equipment from December 2006 to March  2007,  and  lower  net
income  in  first  quarter  2007.  Cash flow from  operations  enabled  the
Company to make net capital expenditures, make net repayments of debt,  and
repurchase common stock as discussed below.

     Net cash used in investing activities for the three-month period ended
March 31, 2007 increased by $23.0 million, from $6.4 million for the three-
month  period  ended  March 31, 2006 to $29.4 million for  the  three-month
period  ended  March 31, 2007.  Net property additions,  primarily  revenue
equipment,  were $31.6 million for the three-month period ended  March  31,
2007 versus $7.9 million during the same period of 2006.  The increase  was
due  primarily to the Company purchasing more 2006-engine tractors in first
quarter  2007.  The average age of the Company's truck fleet is 1.49  years
at  March  31, 2007 compared to 1.25 years as of March 31, 2006.   The  new
fleet  will  allow the Company to delay purchases of trucks with  the  2007
engines.

     As  of  March  31, 2007, the  Company has committed  to  property  and
equipment  purchases, net of trades, of approximately $15.6  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 $52.1 million and $78.2 million during
the  three months ended March 31, 2007 and 2006, respectively.  The  change
from  2006  to 2007 included borrowings of $10.0 million and repayments  of
outstanding debt totaling $30.0 million during the three-month period ended
March  31,  2007, compared to repayments of $60.0 million in first  quarter
2006.  The Company paid dividends of $3.4 million in the three-month period
ended March 31, 2007 and $3.2 million in the three-month period ended March
31,  2006.  Financing activities also included common stock repurchases  of
$29.5 million and $19.8 million in the three-month periods ended March  31,
2007  and  2006,  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.  As of March 31, 2007, the Company had purchased 2,291,200  shares
pursuant  to its current repurchase authorization and had 3,708,800  shares
remaining available for repurchase.

     Management believes the Company's financial position at March 31, 2007
is strong.  As of March 31, 2007, the Company had $17.6 million of cash and
cash  equivalents and $853.6 million of stockholders' equity.  As of  March

                                     20


31,  2007,  the Company had $250.0 million of available credit pursuant  to
credit  facilities,  of which it had borrowed $80.0 million.    The  credit
available under these facilities is further 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.   Based  on  the
Company's  strong  financial position, management foresees  no  significant
barriers to obtaining sufficient financing, if necessary.

Off-Balance Sheet Arrangements:

     As  of  March  31,  2007,  the  Company had no non-cancelable  revenue
equipment  operating leases, and had no other arrangements  that  meet  the
definition of an off-balance sheet arrangement.

Regulations:

     Effective  October 1, 2005, all truckload carriers became  subject  to
revised hours of service ("HOS") regulations.  The most significant  change
for  the  Company 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.   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.  The Owner-Operator  Independent
Drivers Association ("OOIDA") and Public Citizen filed petitions for review
of the current HOS regulations with the U.S. Court of Appeals.  On December
4, 2006, a three-judge panel heard arguments from OOIDA and Public Citizen.
The appeals court is expected to issue its ruling in the near future.

     On  January  18,  2007,  the  FMCSA  published  a  Notice  of Proposed
Rulemaking  ("NPRM") in the Federal Register on the use of  Electronic  On-
Board Recorders ("EOBRs") by the trucking industry for compliance with  HOS
rules.   The intent of this proposed rule is to improve highway  safety  by
fostering   development  of  new  EOBR  technology  for   HOS   compliance,
encouraging its use by motor carriers through incentives, and requiring its
use  by  operators  with  serious and continuing HOS  compliance  problems.
Comments  on  the NPRM were to be received by April 18, 2007.   Over  eight
years ago, the Company became the first, and only, trucking company in  the
United  States  to  receive authorization from the  DOT  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.   While  the Company does not believe the  rule,  as  proposed,
would  have  a  significant effect on its operations and profitability,  it
will continue to monitor future developments.

     Beginning  in January 2007, all newly manufactured truck engines  must
comply  with a new set of more stringent engine emission standards mandated
by  the Environmental Protection Agency ("EPA").  Trucks manufactured  with
these new engines are estimated to cost $5,000-$10,000 more per truck, have
slightly lower miles per gallon ("mpg"), and have higher maintenance costs.
To  delay the cost impact of these new emission standards, the Company kept
its  truck fleet new relative to historical company and industry standards.
The  Company's capital expenditures for new trucks are expected to be  much
lower in 2007.  A new set of more stringent emissions standards mandated by
the  EPA  will become effective for newly manufactured trucks beginning  in
January 2010.

     Several  states,  counties  and cities  have  enacted  legislation  or
ordinances restricting idling of trucks to short periods of time.  This  is
significant when it impacts the ability of the driver to idle the truck for
purposes  of  operating air conditioning and heating  systems  particularly
while   in  the  sleeper  berth.   Many  of  the  statutes  or  ordinances,
recognizing  the need of the drivers to have a comfortable  environment  in
which  to  sleep, have made exceptions for those circumstances.  California

                                     21


currently has such an exemption, however, the sleeper berth exemption  will
no  longer exist after January 1, 2008.  We are currently working on  plans
to   address  this  issue  in  California.   California  has  also  enacted
restrictions on Transport Refrigeration Units ("TRUs") emissions, which are
scheduled  to  be  phased  in over several years beginning  year-end  2008.
Although  legal challenges may be mounted, if the law becomes effective  as
scheduled  it  will  require companies to operate only  compliant  TRUs  in
California.   There are several alternatives for meeting these requirements
which the Company is currently evaluating.

Critical Accounting Policies:

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

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

                                     22


       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, to determine
       whether deferred income taxes  will be realized  in full or in part,
       and to  determine the  liability  for  unrecognized  tax benefits in
       accordance with the provisions of the newly adopted FIN48.  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,
except   for   establishing  policies  to  determine  the   liability   for
unrecognized tax benefits upon adoption of FIN48. Together with the effects
of  the matters discussed above, these factors may significantly impact the
Company's results of operations from period to period.

Accounting Standards:

     In  February  2006, the Financial Accounting Standards Board  ("FASB")
issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-An
Amendment  of FASB Statements No. 133 and 140.  This Statement amends  FASB
Statements  No.  133,  Accounting for Derivative  Instruments  and  Hedging
Activities,  and  No.  140,  Accounting  for  Transfers  and  Servicing  of
Financial  Assets  and Extinguishments of Liabilities  and  eliminates  the
exemption from applying Statement 133 to interests in securitized financial
assets  so  that  similar items are accounted for in  the  same  way.   The
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.  Upon adoption, SFAS No. 155 had 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.  Upon adoption, SFAS No. 156 had 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 Company adopted the provisions of FIN 48 on January  1,
2007, and as a result, recognized an additional $0.3 million liability  for
unrecognized  tax  benefits, which was accounted  for  as  a  reduction  to
retained earnings.

                                     23


     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 March  31,  2007,
management  believes that SFAS No. 157 will not have a material  effect  on
the  financial  position, results of operations,  and  cash  flows  of  the
Company.

     In  February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for  Financial Assets and Financial Liabilities-Including an  amendment  of
FASB  Statement  No.  115.  This statement permits entities  to  choose  to
measure  many financial instruments and certain other items at fair  value.
The  provisions  of SFAS No. 159 are effective as of the  beginning  of  an
entity's  first  fiscal year that begins after November 15,  2007.   As  of
March  31,  2007,  management believes that SFAS No. 159 will  not  have  a
material effect on the financial position, results of operations, and  cash
flows of the Company.

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 significant portion of fuel price increases from
customers  in  the  form of fuel surcharges.  The Company  has  implemented
customer  fuel surcharge programs with most of its revenue base  to  offset
much  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 March 31, 2007, 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  has  begun
operations in Asia.  Foreign currency transaction gains and losses were not
material to the Company's results of operations for first quarter 2007  and
prior  periods. To date, virtually 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 $80.0 million of debt outstanding at March 31, 2007.
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 $800,000.   The  Company
has  no derivative financial instruments to reduce its exposure to interest
rate increases.

                                     24


Item 4.  Controls and Procedures.

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

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

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

                                     25


                                  PART II

                             OTHER INFORMATION

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

     On  April  17, 2006, the Company announced that its Board of Directors
approved  an increase to its authorization for common stock repurchases  of
6,000,000  shares.   As  of  March  31, 2007,  the  Company  had  purchased
2,291,200  shares  pursuant to this authorization and had 3,708,800  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 unless withdrawn by the Board of Directors.

     The  following table summarizes the Company's common stock repurchases
during  the first quarter of 2007 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-18  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
                     --------------------------------------------------------------------------------------
                                                                              
January 1-31, 2007                -                 -                       -             5,208,800
February 1-28, 2007       1,054,900            $19.93               1,054,900             4,153,900
March 1-31, 2007            445,100            $19.11                 445,100             3,708,800
                     ------------------                       --------------------
Total                     1,500,000            $19.68               1,500,000             3,708,800
                     ==================                       ====================



                                     26


Item 6.  Exhibits.

   Index of Exhibits

   Exhibit 3(i)(A)  Revised   and   Amended   Articles   of   Incorporation
       (Incorporated  by reference  to Exhibit 3(i) to the Company's report
       on Form 10-K for the year ended December 31, 2005)
   Exhibit 3(i)(B)  Articles  of  Amendment  to  Articles  of Incorporation
       (Incorporated  by  reference  to  Exhibit  3(i)(B)  to the Company's
       report on Form 10-K for the year ended December 31, 2006)
   Exhibit 3(i)(C)  Articles  of  Amendment  to  Articles  of Incorporation
       (Incorporated  by reference to Exhibit 3(i) to the Company's  report
       on Form 10-Q for the quarter ended May 31, 1994)
   Exhibit 3(i)(D)  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)(E)  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-K for the year
       ended December 31, 2006)
   Exhibit 10.1  Lease  Agreement, as amended February 8, 2007, between the
       Company and Clarence L. Werner, Trustee  of  the Clarence L.  Werner
       Revocable  Trust (Incorporated  by  reference to Exhibit 10.5 to the
       Company's report on Form 10-K for the year ended December 31, 2006)
   Exhibit 10.2  License  Agreement, as  amended  February 8, 2007, between
       the  Company  and  Clarence  L.  Werner, Trustee  of the Clarence L.
       Werner Revocable Trust (Incorporated by reference to Exhibit 10.6 to
       the  Company's report  on Form 10-K  for the year ended December 31,
       2006)
   Exhibit 10.3  Named Executive Officer Compensation (filed herewith)
   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)

                                     27


                                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:    April 30, 2007         By:  /s/ John J. Steele
      --------------------           -------------------------------------
                                     John J. Steele
                                     Executive Vice President, Treasurer
                                     and Chief Financial Officer



Date:    April 30, 2007         By:  /s/ James L. Johnson
      --------------------           -------------------------------------
                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary