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

                                  FORM 10-Q

[Mark one]
  [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
                                     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, a non-accelerated filer or a smaller reporting
company.   See  the  definitions of "large accelerated filer,"  "accelerated
filer"  and  "smaller reporting company" in Rule 12b-2 of the Exchange  Act.
(Check one):
 Large accelerated filer X                             Accelerated filer
                        ---                                             ---
 Non-accelerated filer                        Smaller reporting company
                        --- (Do not check if a                          ---
                             smaller reporting
                             company)

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

     As  of  October 30, 2008, 71,025,892 shares of the registrant's  common
stock, par value $.01 per share, were outstanding.



                         WERNER ENTERPRISES, INC.
                                  INDEX
                                  -----                                PAGE
PART I - FINANCIAL INFORMATION                                         ----

Item 1.  Financial Statements:

         Consolidated  Statements of Income for the Three Months  Ended
         September 30, 2008 and 2007                                     4

         Consolidated  Statements of Income for the Nine  Months  Ended
         September 30, 2008 and 2007                                     5

         Consolidated Condensed Balance Sheets as of September 30, 2008
         and December 31, 2007                                           6

         Consolidated  Statements of Cash Flows  for  the  Nine  Months
         Ended September 30, 2008 and 2007                               7

         Notes  to Consolidated Financial Statements (Unaudited) as  of
         September 30, 2008                                              8

Item 2.  Management's  Discussion and Analysis of  Financial  Condition
         and Results of Operations                                      13

Item 3.  Quantitative and Qualitative Disclosures About Market Risk     31

Item 4.  Controls and Procedures                                        32

PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds    33

Item 6.  Exhibits                                                       34

                                   PART I

                            FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements:

     This Quarterly Report on Form 10-Q contains historical information  and
forward-looking statements based on information currently available  to  our
management.  The forward-looking statements in this report, including  those
made in 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.  These
safe  harbor provisions encourage reporting companies to provide prospective
information  to investors.  Forward-looking statements can be identified  by
the  use  of  certain  words, such as "anticipate,"  "believe,"  "estimate,"
"expect,"  "intend," "plan," "project" and other similar terms and language.
We  believe the forward-looking statements are reasonable based on currently
available  information.  However, forward-looking statements involve  risks,
uncertainties  and assumptions, whether known or unknown, that  could  cause
actual  results to differ materially from the anticipated results  expressed
in  the  forward-looking  statements.  A  discussion  of  important  factors
relating  to  forward-looking  statements is  included  in  Item  1A,  "Risk
Factors," of our Annual Report on Form 10-K for the year ended December  31,
2007.   Readers  should  not  unduly rely on the forward-looking  statements
included  in this Form 10-Q because such statements speak only to  the  date
they were made.  Unless otherwise required by applicable securities laws, we
assume  no obligation or duty to update or revise forward-looking statements
to reflect subsequent events or circumstances.

                                      2


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  were  also  prepared  without  audit.  The  interim  consolidated
financial  statements do not include  all information and footnotes required
by  accounting principles generally accepted in the United States of America
for complete financial  statements;  although in  management's opinion,  the
disclosures  are  adequate  so  that  the  information  presented   is   not
misleading.

     Operating  results  for the  three-month and nine-month  periods  ended
September 30, 2008 are not necessarily indicative of the results that may be
expected  for  the  year  ending December  31,  2008.   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  and  notes  thereto
should be read in conjunction with the financial statements and accompanying
notes  contained  in  our  Annual Report on Form 10-K  for  the  year  ended
December 31, 2007.

                                      3


                          WERNER ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME




                                                     Three Months Ended
(In thousands, except per share amounts)               September 30,
---------------------------------------------------------------------------
                                                     2008          2007
---------------------------------------------------------------------------
                                                        (Unaudited)

                                                         
Operating revenues                                $ 584,057    $ 510,260
                                                 --------------------------

Operating expenses:
   Salaries, wages and benefits                     150,616      150,789
   Fuel                                             145,280      101,859
   Supplies and maintenance                          41,566       40,698
   Taxes and licenses                                26,733       28,796
   Insurance and claims                              28,727       22,001
   Depreciation                                      41,653       41,087
   Rent and purchased transportation                107,948       87,537
   Communications and utilities                       4,769        4,978
   Other                                             (1,257)      (4,549)
                                                 --------------------------
    Total operating expenses                        546,035      473,196
                                                 --------------------------

Operating income                                     38,022       37,064
                                                 --------------------------

Other expense (income):
   Interest expense                                       3          527
   Interest income                                   (1,012)      (1,015)
   Other                                                 27           54
                                                 --------------------------
    Total other expense (income)                       (982)        (434)
                                                 --------------------------
Income before income taxes                           39,004       37,498

Income taxes                                         16,558       15,648
                                                 --------------------------

Net income                                        $  22,446    $  21,850
                                                 ==========================

Earnings per share:

     Basic                                        $     .32    $     .30
                                                 ==========================
     Diluted                                      $     .31    $     .30
                                                 ==========================

Dividends declared per share                      $    .050    $    .050
                                                 ==========================
Weighted average common shares outstanding:

     Basic                                           70,864       72,305
                                                 ==========================
     Diluted                                         71,825       73,501
                                                 ==========================



         See Notes to Consolidated Financial Statements (Unaudited).

                                      4


                          WERNER ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME




                                                     Nine Months Ended
(In thousands, except per share amounts)               September 30,
---------------------------------------------------------------------------
                                                     2008          2007
---------------------------------------------------------------------------
                                                        (Unaudited)

                                                         
Operating revenues                               $ 1,675,025   $ 1,545,459
                                                ---------------------------

Operating expenses:
   Salaries, wages and benefits                      442,391       451,645
   Fuel                                              424,079       290,862
   Supplies and maintenance                          123,336       120,366
   Taxes and licenses                                 82,884        88,276
   Insurance and claims                               77,366        70,128
   Depreciation                                      125,132       125,273
   Rent and purchased transportation                 307,631       296,655
   Communications and utilities                       14,828        15,252
   Other                                              (4,930)      (15,714)
                                                ---------------------------
    Total operating expenses                       1,592,717     1,442,743
                                                ---------------------------

Operating income                                      82,308       102,716
                                                ---------------------------

Other expense (income):
   Interest expense                                        9         2,920
   Interest income                                    (3,049)       (2,989)
   Other                                                  79           172
                                                ---------------------------
    Total other expense (income)                      (2,961)          103
                                                ---------------------------

Income before income taxes                            85,269       102,613

Income taxes                                          36,336        42,841
                                                ---------------------------
Net income                                       $    48,933   $    59,772
                                                ===========================

Earnings per share:

     Basic                                       $       .69   $       .81
                                                ===========================
     Diluted                                     $       .68   $       .80
                                                ===========================

Dividends declared per share                     $      .150   $      .145
                                                ===========================

Weighted average common shares outstanding:

     Basic                                            70,574        73,482
                                                ===========================
     Diluted                                          71,575        74,810
                                                ===========================



         See Notes to Consolidated Financial Statements (Unaudited).

                                      5


                          WERNER ENTERPRISES, INC.
                    CONSOLIDATED CONDENSED BALANCE SHEETS




(In thousands, except share amounts)            September 30,       December 31,
---------------------------------------------------------------------------------
                                                    2008                2007
---------------------------------------------------------------------------------
                                                (Unaudited)
                                                               
ASSETS

Current assets:
   Cash and cash equivalents                     $   136,315         $    25,090
   Accounts receivable, trade, less allowance of
     $9,921 and $9,765, respectively                 231,931             213,496
   Other receivables                                  15,512              14,587
   Inventories and supplies                           10,048              10,747
   Prepaid taxes, licenses and permits                 7,266              17,045
   Current deferred income taxes                      31,433              26,702
   Other current assets                               23,571              21,500
                                                ---------------------------------
     Total current assets                            456,076             329,167
                                                ---------------------------------

Property and equipment                             1,608,906           1,605,445
Less - accumulated depreciation                      675,132             633,504
                                                ---------------------------------
     Property and equipment, net                     933,774             971,941
                                                ---------------------------------
Other non-current assets                              17,457              20,300
                                                ---------------------------------
                                                 $ 1,407,307         $ 1,321,408
                                                =================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                              $    58,004         $    49,652
   Insurance and claims accruals                      86,360              76,189
   Accrued payroll                                    28,336              21,753
   Other current liabilities                          27,454              19,395
                                                ---------------------------------
     Total current liabilities                       200,154             166,989
                                                ---------------------------------

Other long-term liabilities                            7,447              14,165

Insurance and claims accruals, net of current
  portion                                            118,500             110,500

Deferred income taxes                                200,398             196,966

Stockholders' equity:
   Common stock, $.01 par value, 200,000,000
     shares authorized; 80,533,536 shares
     issued; 71,025,892 and 70,373,189 shares
     outstanding, respectively                           805                 805
   Paid-in capital                                    96,757             101,024
   Retained earnings                                 961,752             923,411
   Accumulated other comprehensive income (loss)         249                (169)
   Treasury stock, at cost; 9,507,644 and
     10,160,347 shares, respectively                (178,755)           (192,283)
                                                ---------------------------------
     Total stockholders' equity                      880,808             832,788
                                                ---------------------------------
                                                 $ 1,407,307         $ 1,321,408
                                                =================================



         See Notes to Consolidated Financial Statements (Unaudited).

                                      6


                          WERNER ENTERPRISES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                     Nine Months Ended
(In thousands)                                         September 30,
---------------------------------------------------------------------------
                                                     2008          2007
---------------------------------------------------------------------------
                                                        (Unaudited)
                                                           
Cash flows from operating activities:
   Net income                                      $  48,933     $  59,772
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation                                    125,132       125,273
     Deferred income taxes                              (909)       (8,930)
     Gain on disposal of property and equipment       (8,768)      (19,300)
     Stock-based compensation                          1,113         1,192
     Other long-term assets                              640         1,580
     Insurance claims accruals, net of current
       portion                                         8,000         5,000
     Other long-term liabilities                         (63)          848
     Changes in certain working capital items:
       Accounts receivable, net                      (18,435)       14,700
       Other current assets                            7,482        12,743
       Accounts payable                                8,352       (11,567)
       Other current liabilities                      17,735         5,875
                                                   ------------------------
    Net cash provided by operating activities        189,212       187,186
                                                   ------------------------
Cash flows from investing activities:
   Additions to property and equipment              (145,656)     (111,899)
   Retirements of property and equipment              65,265        84,621
   Decrease in notes receivable                        4,397         4,418
                                                   ------------------------
    Net cash used in investing activities            (75,994)      (22,860)
                                                   ------------------------
Cash flows from financing activities:
   Repayment of short-term debt                            -       (30,000)
   Proceeds from issuance of long-term debt                -        10,000
   Repayments of long-term debt                            -       (70,000)
   Dividends on common stock                         (10,559)      (10,363)
   Repurchases of common stock                        (4,486)      (87,052)
   Stock options exercised                             8,245         8,178
   Excess tax benefits from exercise of stock
     options                                           4,389         4,280
                                                   ------------------------
    Net cash used in financing activities             (2,411)     (174,957)
                                                   ------------------------

Effect of foreign exchange rate fluctuations on
  cash                                                   418          (132)
Net increase in cash and cash equivalents            111,225       (10,763)
Cash and cash equivalents, beginning of period        25,090        31,613
                                                   ------------------------
Cash and cash equivalents, end of period           $ 136,315     $  20,850
                                                   ========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
   Interest                                        $       9     $   3,606
   Income taxes                                    $  30,034     $  47,574
Supplemental schedule of non-cash investing
  activities:
   Notes receivable issued upon sale of revenue
     equipment                                     $   2,194     $   4,846



         See Notes to Consolidated Financial Statements (Unaudited).

                                      7


                          WERNER ENTERPRISES, INC.

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

     Other  than  our  net  income, our only other source  of  comprehensive
income  (loss)  is foreign currency translation adjustments.   Comprehensive
income  (loss) from foreign currency translation adjustments was a  loss  of
$1,769,000 for the three-month period ended September 30, 2008 and a loss of
$445,000  for  the same period ended September 30, 2007.  Such comprehensive
income  (loss)  was  income  of  $418,000 for the  nine-month  period  ended
September  30,  2008  and  a  loss of $132,000 for  the  same  period  ended
September 30, 2007.

(2)  Long-Term Debt

     As  of September 30, 2008, we have two committed credit facilities with
banks  totaling $225.0 million that mature in May 2009 ($50.0  million)  and
May  2011  ($175.0 million).  Borrowings under these credit facilities  bear
variable interest based on the London Interbank Offered Rate ("LIBOR").   As
of  September 30, 2008, we had no borrowings outstanding under these  credit
facilities  with banks.  The $225.0 million of credit available under  these
facilities  is further reduced by $39.5 million in letters of  credit  under
which  we are obligated.  Each of the debt agreements includes, among  other
things,  two  financial covenants requiring us (i) not to exceed  a  maximum
ratio of total debt to total capitalization and (ii) not to exceed a maximum
ratio  of  total  funded  debt to earnings before  interest,  income  taxes,
depreciation,  amortization and rentals payable (as defined in  each  credit
facility).   At  September  30,  2008, we  were  in  compliance  with  these
covenants.

(3)  Income Taxes

     During  first quarter 2006, in connection with an audit of our  federal
income tax returns for the years 1999 to 2002, we received a notice from the
Internal  Revenue  Service ("IRS") proposing to disallow a  significant  tax
deduction.   This  deduction  was  based  on  a  timing  difference  between
financial reporting and tax reporting and would result in interest  charges,
which  we  record  as a component of income tax expense in the  Consolidated
Statements of Income.  This timing difference deduction reversed in our 2004
income tax return.  We formally protested this matter in April 2006.  During
fourth quarter 2007, we reached a tentative settlement agreement with an IRS
appeals  officer.   During fourth quarter 2007, we also  accrued  in  income
taxes  expense  in  our  Consolidated Statements  of  Income  the  estimated
cumulative  interest charges for the anticipated settlement of this  matter,
net  of  income taxes, which amounted to $4.0 million, or $0.05  per  share.
During second quarter 2008, the appeals officer received the concurrence  of
the  Joint  Committee  of Taxation with regard to the recommended  basis  of
settlement.  The IRS finalized the settlement during third quarter 2008, and
we paid the federal accrued interest at the beginning of October 2008.

     For  the  three-month and nine-month periods ended September 30,  2008,
there  were  no  material changes to the total amount  of  unrecognized  tax
benefits.   We  reclassified  $6.8  million  of  our  total  liability   for
unrecognized  tax benefits from long-term to current during  the  nine-month
period  ended  September  30, 2008.  This reclassification  is  due  to  the
settlement  agreement  with  the IRS for tax years  1999  through  2002,  as
discussed above.  We accrued interest of $0.2 million during the three-month
period  and  $0.6 million during the nine-month period ended  September  30,
2008.   Our total gross liability for unrecognized tax benefits at September
30,  2008 is $13.0 million.  If recognized, $8.0 million of unrecognized tax
benefits would impact our effective tax rate.  Interest of $9.2 million  has
been reflected as a component of the total liability.  We do not expect  any
other  significant increases or decreases for uncertain tax positions during
the next twelve months.

                                      8


     We  file U.S. federal income tax returns, as well as income tax returns
in various states and several foreign jurisdictions.  The years 2004 through
2007  are  open for examination by the IRS, and various years are  open  for
examination  by  state and foreign tax authorities.  The  IRS  completed  an
audit  of our 2005 federal income tax return and issued a "no change letter"
during  second  quarter  2008,  under which the  IRS  did  not  propose  any
adjustment to the tax return.

(4)  Commitments and Contingencies

     As  of  September 30, 2008, we have committed to property and equipment
purchases of approximately $47.0 million.

     We are involved in certain claims and pending litigation arising in the
normal  course of business.  Management believes the ultimate resolution  of
these   matters  will  not  materially  affect  our  consolidated  financial
statements.

(5)  Earnings Per Share

     We  compute and present earnings per share in accordance with Statement
of  Financial  Accounting Standards ("SFAS") No. 128,  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.   Diluted
earnings  per  share  is  computed by dividing net income  by  the  weighted
average number of common shares plus the effect of dilutive potential common
shares  outstanding  during  the period using  the  treasury  stock  method.
Dilutive potential common shares include outstanding stock options and stock
awards.   There are no differences in the numerators of our computations  of
basic  and  diluted  earnings  per share for  any  periods  presented.   The
computation  of  basic and diluted earnings per share  is  shown  below  (in
thousands, except per share amounts).




                                 Three Months Ended       Nine Months Ended
                                   September 30,            September 30,
                               ---------------------   ----------------------
                                  2008        2007         2008       2007
                               ---------------------   ----------------------
                                                       
Net income                     $  22,446   $  21,850    $  48,933  $  59,772
                               =====================   ======================

Weighted average common shares
  outstanding                     70,864      72,305       70,574     73,482
Common stock equivalents             961       1,196        1,001      1,328
                               ---------------------   ----------------------
Shares used in computing diluted
  earnings per share              71,825      73,501       71,575     74,810
                               =====================   ======================
Basic earnings per share       $     .32   $     .30    $     .69  $     .81
                               =====================   ======================
Diluted earnings per share     $     .31   $     .30    $     .68  $     .80
                               =====================   ======================


                                     9


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




                             Three Months Ended         Nine Months Ended
                                September 30,             September 30,
                          -----------------------    -----------------------
                              2008       2007           2008        2007
                          -----------------------    -----------------------
                                                   
Number of options               -          24,500       5,000         29,500
Range of option
  purchase prices               -   $19.84-$20.36      $20.36  $19.26-$20.36



(6)  Stock-Based Compensation

     Our  Equity  Plan  provides for grants of nonqualified  stock  options,
restricted  stock and stock appreciation rights.  The Board of Directors  or
the Compensation Committee of our Board of Directors determine the terms  of
each award, including type of award, recipients, number of shares subject to
each  award  and  vesting  conditions  of  each  award.   Stock  option  and
restricted   stock  awards  are  described  below.   No  awards   of   stock
appreciation rights have been issued to date.  The maximum number of  shares
of  common  stock  that may be awarded under the Equity Plan  is  20,000,000
shares.  The maximum aggregate number of shares that may be awarded  to  any
one  person under the Equity Plan is 2,562,500.  As of September  30,  2008,
there were 8,665,182 shares available for granting additional awards.

     Effective  January  1, 2006, we adopted 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 January 1, 2006 for  (i)  the  portion  of
outstanding awards that were not vested as of January 1, 2006, based on  the
grant-date  fair  value  of  those awards calculated  under  SFAS  No.  123,
Accounting  for Stock-Based Compensation (as originally issued), for  either
recognition  or  pro  forma  disclosures and (ii) all  share-based  payments
granted  on or after January 1, 2006, based on the grant-date fair value  of
those   awards   calculated  under  SFAS  No.  123R.  Stock-based   employee
compensation  expense was $0.4 million for each of the  three-month  periods
ended  September 30, 2008 and September 30, 2007, $1.1 million for the nine-
month  period  ended September 30, 2008 and $1.2 million for the  nine-month
period  ended September 30, 2007.  Stock-based employee compensation expense
is  included  in  salaries,  wages  and  benefits  within  the  Consolidated
Statements  of  Income.   The  total income tax benefit  recognized  in  the
Consolidated  Statements of Income for stock-based compensation arrangements
was  $0.2  million for each of the three-month periods ended  September  30,
2008  and  September 30, 2007 and $0.5 million for each  of  the  nine-month
periods  ended September 30, 2008 and September 30, 2007.  As  of  September
30,  2008,  the  total unrecognized compensation cost related  to  nonvested
stock-based  compensation  awards  was approximately  $3.1  million  and  is
expected to be recognized over a weighted average period of 1.8 years.

     We  do  not a have a formal policy for issuing shares upon exercise  of
stock  options or vesting of restricted stock, so such shares are  generally
issued from treasury stock.  From time to time, we repurchase shares of  our
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 us with sufficient quantities of stock to issue  for
stock-based compensation.  Based on current treasury stock levels, we do not
expect   to   repurchase  additional  shares  specifically  for  stock-based
compensation during 2008.

     Stock Options

     Stock  options are granted at prices equal to the market value  of  the
common  stock  on  the  date  the option award is  granted.   Option  awards
currently outstanding become exercisable in installments from twenty-four to

                                      10


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  following  table  summarizes stock option activity  for  the  nine
months ended September 30, 2008:




                                                            Weighted
                                                             Average     Aggregate
                                    Number     Weighted     Remaining    Intrinsic
                                  of Options   Average     Contractual     Value
                                     (in       Exercise       Term          (in
                                  thousands)   Price ($)     (Years)     thousands)
                                  -------------------------------------------------
                                                             
Outstanding at beginning of period   3,854    $    12.23
   Options granted                       -    $        -
   Options exercised                  (903)   $     9.13
   Options forfeited                  (132)   $    17.56
   Options expired                       -    $        -
                                  --------
Outstanding at end of period         2,819    $    12.97         4.52    $   24,642
                                  ========
Exercisable at end of period         2,055    $    11.31         3.43    $   21,362
                                  ========



     We  did  not grant any stock options during the three-month  and  nine-
month  periods  ended September 30, 2008 and September 30, 2007.   The  fair
value  of  stock option grants is estimated using a Black-Scholes  valuation
model.   The  total  intrinsic  value of stock options  exercised  was  $9.1
million  and  $3.7 million for the three-month periods ended  September  30,
2008  and  September 30, 2007  and $11.8  million and  $10.4 million for the
nine-month periods ended September 30, 2008 and September 30, 2007.

     Restricted Stock

     Restricted  stock awards entitle the holder to shares of  common  stock
when the award vests.  The value of these shares may fluctuate according  to
market  conditions  and  other  factors.  During  third  quarter  2008,  the
Compensation  Committee  awarded 35,000 shares of restricted  stock.   These
restricted  shares will vest sixty months from the grant date of the  award.
The  restricted  shares  do  not confer any voting  or  dividend  rights  to
recipients  until  such shares fully vest and do not have  any  post-vesting
sales restrictions.

     The  following table summarizes restricted stock activity for the  nine
months ended September 30, 2008:




                                   Number of Restricted Shares   Weighted Average Grant
                                         (in thousands)           Date Fair Value ($)
                                   ----------------------------------------------------
                                                           
Nonvested at beginning of period                             -   $                    -
   Shares granted                                           35   $                22.88
   Shares vested                                             -   $                    -
   Shares forfeited                                          -   $                    -
                                   ---------------------------   ----------------------
Nonvested at end of period                                  35   $                22.88
                                   ===========================   ======================




     We granted 35,000 shares of restricted stock during the three-month and
nine-month periods ended September 30, 2008 and did not grant any shares  of
restricted  stock  during  the  three-month  and  nine-month  periods  ended
September  30, 2007.  We estimate the fair value of restricted stock  awards
based  upon the market price of the underlying common stock on the  date  of
grant,  reduced  by the present value of estimated future dividends  because
the  awards  are  not entitled to receive dividends prior to  vesting.   The
present  value  of  estimated  future dividends  was  calculated  using  the
following assumptions:

                                      11


     Dividends per share (quarterly amounts)           $0.05
     Risk-free interest rate                            3.0%

(7)  Segment Information

     We  have  two  reportable segments - Truckload Transportation  Services
("Truckload") and Value Added Services ("VAS").

     The  Truckload  segment  consists of  six  operating  fleets  that  are
aggregated because they have similar economic characteristics and  meet  the
other aggregation criteria of SFAS No. 131, Disclosures about Segments of an
Enterprise  and  Related Information ("No. 131").  The six operating  fleets
that  comprise our Truckload segment are as follows:  (i) dedicated services
("Dedicated")  provides truckload services required by a specific  customer,
generally  for  a  distribution center or manufacturing facility;  (ii)  the
medium-to-long-haul  van ("Van") fleet transports  a  variety  of  consumer,
nondurable  products  and  other commodities in  truckload  quantities  over
irregular  routes  using  dry van trailers; (iii)  the  regional  short-haul
("Regional")  fleet  provides comparable truckload van service  within  five
geographic   regions   across  the  United  States;   (iv)   the   expedited
("Expedited")  fleet  provides time-sensitive truckload  services  utilizing
driver  teams;  and  the  (v)  flatbed  ("Flatbed")  and  (vi)  temperature-
controlled ("Temperature-Controlled") fleets provide truckload services  for
products  with  specialized trailers.  Revenues for  the  Truckload  segment
include  non-trucking  revenues  of  $2.5  million  and $2.2 million for the
three-month periods ended September 30, 2008 and September 30, 2007 and $6.3
million and $7.6 million for the nine-month periods ended September 30, 2008
and September 30, 2007.  These revenues consist primarily of the portion  of
shipments  delivered  to  or  from Mexico where  we  utilize  a  third-party
capacity provider.

     The  VAS  segment  generates the majority of our non-trucking  revenues
through  four  operating  units that provide non-trucking  services  to  our
customers.   These  four  VAS  operating  units  are  (i)  truck   brokerage
("Brokerage"),  (ii) freight management (single-source logistics)  ("Freight
Management"),  (iii)  intermodal  services ("Intermodal")  and  (iv)  Werner
Global Logistics international services ("International").

     We   generate   other   revenues  related  to   third-party   equipment
maintenance, equipment leasing and other business activities.  None of these
operations meets the quantitative threshold reporting requirements  of  SFAS
No. 131.  As a result, these operations are grouped in "Other" in the tables
below.   "Corporate" includes revenues and expenses that are  incidental  to
our  activities  and are not attributable to any of our operating  segments.
We  do  not  prepare separate balance sheets by segment and,  as  a  result,
assets  are  not separately identifiable by segment.  We have no significant
intersegment   sales  or  expense  transactions  that  would   require   the
elimination of revenue between our segments in the tables below.

                                      12


     The following tables summarize our segment information (in thousands):



                                                         Revenues
                                                         --------
                                      Three Months Ended         Nine Months Ended
                                         September 30,             September 30,
                                    -----------------------   -----------------------
                                       2008         2007         2008         2007
                                    -----------------------   -----------------------
                                                               
Truckload Transportation Services   $  505,489   $  451,272   $1,456,872   $1,332,148
Value Added Services                    73,586       54,517      203,401      200,243
Other                                    4,218        3,781       12,177       11,178
Corporate                                  764          690        2,575        1,890
                                    -----------------------   -----------------------
Total                               $  584,057   $  510,260   $1,675,025   $1,545,459
                                    =======================   =======================






                                                    Operating Income
                                                    ----------------
                                      Three Months Ended         Nine Months Ended
                                         September 30,             September 30,
                                    -----------------------   -----------------------
                                       2008         2007         2008         2007
                                    -----------------------   -----------------------
                                                               
Truckload Transportation Services   $   33,113   $   33,066   $   68,126   $   91,474
Value Added Services                     4,319        3,181       11,670        9,578
Other                                      333          864        2,315        2,507
Corporate                                  257          (47)         197         (843)
                                    -----------------------   -----------------------
Total                               $   38,022   $   37,064   $   82,308   $  102,716
                                    =======================   =======================



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

     Management's Discussion and Analysis of Financial Condition and Results
of Operations ("MD&A") summarizes the financial statements from management's
perspective  with respect to our financial condition, results of operations,
liquidity  and other factors that may affect actual results.   The  MD&A  is
organized in the following sections:

      * Overview
      * Results of Operations
      * Liquidity and Capital Resources
      * Contractual Obligations and Commercial Commitments
      * Off-Balance Sheet Arrangements
      * Regulations
      * Critical Accounting Policies
      * Accounting Standards

     The  MD&A should be read in conjunction with our Annual Report on  Form
10-K for the year ended December 31, 2007.

Overview:

     We  operate  in the truckload sector of the trucking industry  and  the
logistics  sector of the transportation industry.  In the truckload  sector,
we focus on transporting consumer nondurable products that ship consistently

                                      13


throughout   the   year.    In  the  logistics  sector,   besides   managing
transportation requirements for individual customers, we provide  additional
sources  of  truck capacity, alternative modes of transportation,  a  global
delivery network and systems analysis to optimize transportation needs.  Our
success  depends on our ability to efficiently manage our resources  in  the
delivery  of  truckload  transportation  and  logistics  services   to   our
customers.   Resource requirements vary with customer demand, which  may  be
subject to seasonal or general economic conditions.  Our ability to adapt to
changes  in customer transportation requirements is essential to efficiently
deploy resources and make capital investments in tractors and trailers (with
respect  to our Truckload segment) or obtain qualified third-party  capacity
at  a  reasonable  price  (with respect to our VAS segment).   Although  our
business  volume  is  not highly concentrated, we may also  be  occasionally
affected by our customers' financial failures or loss of customer business.

     Operating  revenues consist of (i) trucking revenues generated  by  the
six  operating  fleets in the Truckload segment (Dedicated,  Van,  Regional,
Expedited,   Temperature-Controlled  and  Flatbed)  and  (ii)   non-trucking
revenues generated primarily by the four operating units in our VAS  segment
(Brokerage,   Freight   Management,  Intermodal  and  International).    Our
Truckload  segment  also  includes a small amount of non-trucking  revenues,
consisting primarily of the portion of shipments delivered to or from Mexico
where the Truckload segment utilizes a third-party capacity provider.   Non-
trucking  revenues reported in the operating statistics table include  those
revenues  generated  by the VAS and Truckload segments.   Trucking  revenues
accounted  for 86% of  total operating  revenues in  third quarter 2008, and
non-trucking  and  other  operating  revenues  accounted  for  14%  of total
operating revenues.

     Trucking  services  typically generate revenues on  a  per-mile  basis.
Other  sources of trucking revenues include fuel surcharges and  accessorial
revenues  (such  as  stop charges, loading/unloading charges  and  equipment
detention  charges).  Because fuel surcharge revenues fluctuate in  response
to  changes  in fuel costs, these revenues are identified separately  within
the  operating  statistics table and are excluded  from  the  statistics  to
provide  a  more  meaningful comparison between periods.   The  non-trucking
revenues  in the operating statistics table include such revenues  generated
by  a  fleet whose operations fall within the Truckload segment.  We do this
so  that we can calculate the revenue statistics in the operating statistics
table  using  only the revenue generated by company-owned and owner-operator
trucks.   The  key statistics used to evaluate trucking revenues  (excluding
fuel  surcharges) are (i) average revenues per tractor per week,  (ii)  per-
mile  rates charged to customers, (iii) average monthly miles generated  per
tractor,  (iv)  average  percentage of empty miles  (miles  without  trailer
cargo), (v) average trip length (in loaded miles) and (vi) average number of
tractors   in  service.   General  economic  conditions,  seasonal  trucking
industry  freight patterns and industry capacity are important factors  that
impact these statistics.

     Our  most significant resource requirements are company drivers, owner-
operators,  tractors, trailers and equipment operating costs (such  as  fuel
and related fuel taxes, driver pay, insurance and supplies and maintenance).
To  mitigate  our  risk to fuel price increases, we recover additional  fuel
surcharges  from our customers that recoup a majority, but not all,  of  the
increased fuel costs; however, we cannot assure that current recovery levels
will continue in future periods.  Our financial results are also affected by
company  driver and owner-operator availability and the market for  new  and
used  revenue equipment.  We are self-insured for a significant  portion  of
bodily   injury,  property  damage  and  cargo  claims  and   for   workers'
compensation  benefits and health claims for our employees (supplemented  by
premium-based  insurance coverage above certain dollar  levels).   For  that
reason, our financial results may also be affected by driver safety, medical
costs,  weather,  legal and regulatory environments and  insurance  coverage
costs to protect against catastrophic losses.

     The  operating ratio is a common industry measure used to evaluate  our
profitability  and  that  of our Truckload segment  operating  fleets.   The
operating ratio consists of operating expenses expressed as a percentage  of
operating revenues.  The most significant variable expenses that impact  the
Truckload  segment  are  driver  salaries and  benefits,  fuel,  fuel  taxes
(included  in  taxes  and  licenses expense),  payments  to  owner-operators

                                      14


(included  in  rent  and  purchased transportation  expense),  supplies  and
maintenance and insurance and claims.  These expenses generally  vary  based
on  the  number of miles generated.  We also evaluate these costs on a  per-
mile  basis  to  adjust for the impact on the percentage of total  operating
revenues  caused  by  changes  in fuel surcharge  revenues,  per-mile  rates
charged to customers and non-trucking revenues.  As discussed further in the
comparison  of  operating results for third quarter 2008  to  third  quarter
2007,  several industry-wide issues could cause costs to increase in  future
periods.   These  issues  include  a softer freight  market,  changing  fuel
prices,  higher  new truck and trailer purchase prices  and  a  weaker  used
equipment  market.   Our main fixed costs include depreciation  expense  for
tractors  and trailers and equipment licensing fees (included in  taxes  and
licenses   expense).   The  Truckload  segment  requires  substantial   cash
expenditures  for  tractor and trailer purchases.  We fund  these  purchases
with  net  cash from operations and financing available under  our  existing
credit facilities, as management deems necessary.

     We provide non-trucking services primarily through four operating units
within  our  VAS segment.  These operating units include Brokerage,  Freight
Management, Intermodal and International.  Unlike our Truckload segment, the
VAS  segment is less asset-intensive and is instead dependent upon qualified
employees, information systems and qualified third-party capacity providers.
The  largest  expense  item  related to the  VAS  segment  is  the  cost  of
transportation we pay to third-party capacity providers.  This expense  item
is  recorded as rent and purchased transportation expense.  Other  operating
expenses  include  salaries, wages and benefits and  computer  hardware  and
software  depreciation.   We  evaluate VAS by  reviewing  the  gross  margin
percentage  (revenues  less  rent  and  purchased  transportation   expenses
expressed as a percentage of revenues) and the operating income percentage.

                                      15


Results of Operations:

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




                                  Three Months Ended              Nine Months Ended
                                    September 30,                   September 30,
                                 -------------------     %     -----------------------     %
                                   2008       2007     Change     2008         2007      Change
                                 --------   --------   ------  ----------   ----------   ------
                                                                       
Trucking revenues, net of fuel
  surcharge (1)                  $367,401   $371,746   -1.2%   $1,084,402   $1,113,221   -2.6%
Trucking fuel surcharge
  revenues (1)                    135,525     77,286   75.4%      366,223      211,072   73.5%
Non-trucking revenues, including
  VAS (1)                          76,070     56,725   34.1%      209,699      207,860    0.9%
Other operating revenues (1)        5,061      4,503   12.4%       14,701       13,306   10.5%
                                 --------   --------           ----------   ----------
    Total operating revenues (1) $584,057   $510,260   14.5%   $1,675,025   $1,545,459    8.4%
                                 ========   ========           ==========   ==========

Operating ratio
  (consolidated) (2)                 93.5%      92.7%                95.1%        93.4%
Average monthly miles per
  tractor                          10,306      9,956    3.5%       10,189        9,846    3.5%
Average revenues per total
  mile (3)                         $1.480     $1.474    0.4%       $1.466       $1.460    0.4%
Average revenues per loaded
  mile (3)                         $1.699     $1.702   -0.2%       $1.691       $1.688    0.2%
Average percentage of empty
  miles (4)                         12.88%     13.38%  -3.7%        13.31%       13.47%  -1.2%
Average trip length in miles
  (loaded)                            539        550   -2.0%          540          561   -3.7%
Total miles (loaded and
  empty) (1)                      248,197    252,128   -1.6%      739,571      762,327   -3.0%
Average tractors in service         8,028      8,441   -4.9%        8,065        8,603   -6.3%
Average revenues per tractor
  per week (3)                     $3,521     $3,388    3.9%       $3,448       $3,318    3.9%
Total tractors (at quarter end)
    Company                         7,335      7,620                7,335        7,620
    Owner-operator                    705        810                  705          810
                                 --------   --------           ----------   ----------
        Total tractors              8,040      8,430                8,040        8,430

Total trailers (Truckload and
  Intermodal, at quarter end)      24,140     24,765               24,140       24,765

(1) Amounts in thousands.
(2) Operating  expenses  expressed  as  a percentage  of operating revenues.
    Operating  ratio is a  common measure in  the trucking  industry used to
    evaluate profitability.
(3) Net of fuel surcharge revenues.
(4) Miles without trailer cargo.



                                      16


     The  following  table sets forth the revenues, operating  expenses  and
operating  income for the  Truckload  segment.  Revenues  for the  Truckload
segment  include non-trucking revenues  of $2.5 million and $2.2 million for
the three-month periods ended September 30, 2008 and September 30, 2007  and
$6.3 million and $7.6 million for the nine-month periods ended September 30,
2008 and September 30, 2007, as described on page 12.




                                          Three Months Ended                  Nine Months Ended
                                             September 30,                      September 30,
                                   --------------------------------  ------------------------------------
Truckload Transportation Services        2008             2007             2008               2007
                                   ---------------  ---------------  -----------------  -----------------
 (amounts in thousands)                $       %        $       %        $         %        $         %
--------------------------         ---------------  ---------------  -----------------  -----------------
                                                                            
Revenues                           $505,489  100.0  $451,272  100.0  $1,456,872  100.0  $1,332,148  100.0
Operating expenses                  472,376   93.4   418,206   92.7   1,388,746   95.3   1,240,674   93.1
                                   --------         --------         ----------         ----------
Operating income                   $ 33,113    6.6  $ 33,066    7.3  $   68,126    4.7  $   91,474    6.9
                                   ========         ========         ==========         ==========



     Higher  fuel  prices  and higher fuel surcharge revenues  increase  our
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  are  excluded  from revenue  and  instead  reported  as  a
reduction of operating expenses.




                                         Three Months Ended                  Nine Months Ended
                                            September 30,                      September 30,
                                  --------------------------------  ------------------------------------
Truckload Transportation Services       2008             2007             2008               2007
                                  ---------------  ---------------  -----------------  -----------------
 (amounts in thousands)               $       %        $       %        $         %        $         %
--------------------------        ---------------  ---------------  -----------------  -----------------
                                                                           
Revenues                          $505,489         $451,272         $1,456,872         $1,332,148
Less: trucking fuel surcharge
  revenues                         135,525           77,286            366,223            211,072
                                  --------         --------         ----------         ----------
Revenues, net of fuel surcharges   369,964  100.0   373,986  100.0   1,090,649  100.0   1,121,076  100.0
                                  --------         --------         ----------         ----------
Operating expenses                 472,376          418,206          1,388,746          1,240,674
Less: trucking fuel surcharge
  revenues                         135,525           77,286            366,223            211,072
                                  --------         --------         ----------         ----------
Operating expenses, net of fuel
  surcharges                       336,851   91.0   340,920   91.2   1,022,523   93.8   1,029,602   91.8
                                  --------         --------         ----------         ----------
Operating income                  $ 33,113    9.0  $ 33,066    8.8  $   68,126    6.2  $   91,474    8.2
                                  ========         ========         ==========         ==========



     The following table sets forth the VAS segment's non-trucking revenues,
rent  and  purchased  transportation expense, other operating  expenses  and
operating  income.   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),
insurance,   communications  and  utilities  and  other  operating   expense
categories.




                                         Three Months Ended                  Nine Months Ended
                                            September 30,                      September 30,
                                  --------------------------------  ------------------------------------
Value Added Services                    2008             2007             2008               2007
                                  ---------------  ---------------  -----------------  -----------------
 (amounts in thousands)               $       %        $       %         $        %         $        %
--------------------------        ---------------  ---------------  -----------------  -----------------
                                                                           
Revenues                          $ 73,586  100.0  $ 54,517  100.0    $203,401  100.0    $200,243  100.0
Rent and purchased transportation
  expense                           62,838   85.4    45,963   84.3     173,358   85.2     175,200   87.5
                                  --------         --------         ----------         ----------
Gross margin                        10,748   14.6     8,554   15.7      30,043   14.8      25,043   12.5
Other operating expenses             6,429    8.7     5,373    9.9      18,373    9.1      15,465    7.7
                                  --------         --------         ----------         ----------
Operating income                  $  4,319    5.9  $  3,181    5.8    $ 11,670    5.7    $  9,578    4.8
                                  ========         ========         ==========         ==========



                                      17


Three  Months  Ended  September  30, 2008 Compared  to  Three  Months  Ended
----------------------------------------------------------------------------
September 30, 2007
------------------

Operating Revenues

     Operating revenues increased 14.5% for the three months ended September
30,  2008,  compared to the same period of the prior year.   Excluding  fuel
surcharge revenues, trucking revenues decreased 1.2% due primarily to a 4.9%
decrease in the average number of tractors in service, partially offset by a
3.5%  increase in average monthly miles per tractor.  In mid-March 2007,  we
began  reducing  the Van fleet to better match declining load  volumes  with
fewer  trucks.   This  proactive decision helped us improve  performance  by
increasing  average miles per tractor and improving revenue per  total  mile
slightly in third quarter 2008 compared to third quarter 2007.  With respect
to  pricing  and  rates, revenue per total mile, excluding fuel  surcharges,
increased by 0.4%.

     Freight  demand for the nearly 4,700 trucks in our Regional,  Expedited
and  Van  fleets  (collectively  the "Van  Network"),  as  measured  by  the
percentages  of loads to trucks (pre-books), in July, August  and  September
2008  was  approximately the same as July, August and September  2007.   The
strengthening  of demand we experienced in June 2008 did not  continue  into
third  quarter 2008.  However, third quarter 2008 pre-books were  relatively
stable   year  over  year,  compared  to  weaker  year-over-year   pre-books
experienced  during the first five months of 2008.  We  believe  that  as  a
result  of  increased  carrier financial failures that occurred  during  the
first  half  of 2008, industry capacity remained more balanced with  freight
demand  in  third  quarter  2008, compared to the  excess  capacity  at  the
beginning of 2008.

     Freight  demand during the latter part of third quarter  2008  and  the
month of October 2008 has been disappointing but not unexpected, considering
the turbulence and uncertainty in the financial markets.  During October, we
experienced  weaker year-over-year pre-books.  We believe consumer  spending
is being affected by the current lack of confidence in the credit market and
the  stock market.  We are planning based on the assumption that this  trend
will  continue.   We currently expect this trend will result  in  lackluster
shipping volumes this peak freight season.

     Fuel  surcharge revenues represent collections from customers  for  the
higher  cost of fuel.  These revenues increased 75.4% to $135.5  million  in
third  quarter  2008  from $77.3 million in third quarter  2007  due  to  an
average  increase in diesel fuel costs of $1.19 per gallon in third  quarter
2008  compared  to third quarter 2007.  To lessen the effect of  fluctuating
fuel  prices  on  our margins, we collect fuel surcharge revenues  from  our
customers.  Our fuel surcharge programs are designed to (i) recoup high fuel
costs  from customers when fuel prices rise and (ii) provide customers  with
the  benefit of lower costs when fuel prices decline.  These programs enable
us  to  recover a majority, but not all, of the fuel price increases.   Each
year  in  the  past  four years, rising fuel costs (net  of  fuel  surcharge
collections) had a negative impact on our operating income when compared  to
the previous year.  The total negative impact on our operating income due to
fuel  expense, net of fuel surcharge collections, during 2004  through  2007
was $61 million.

     When  fuel prices rise rapidly, a negative earnings lag occurs  because
the  cost of fuel rises immediately and the market indexes used to determine
fuel surcharges increase at a slower pace.  As a result, during these rising
fuel price periods, the negative impact of fuel on our financial results  is
more  significant.  The fuel price trend in third quarter 2008  was  unusual
because fuel prices declined for most weeks during the quarter.  In a period
of  declining  fuel  prices, we generally experience a  temporary  favorable
earnings  effect because fuel costs decline at a faster pace than  the  fuel
surcharge  collections  that are determined by  the  market  indexes.   This
occurred  during third quarter 2008, enabling us to temporarily  have  lower
net fuel expense, which helped to offset uncompensated fuel costs from truck
idling,  empty miles not billable to customers and out-of-route miles.   All
of  these  uncompensated fuel costs were higher in third quarter  2008  than
third  quarter  2007 due to the higher average fuel prices in third  quarter

                                      18


2008.   Once fuel prices stabilize, we do not expect the temporary favorable
trend to continue.

     In  the past, we negotiated higher rates with customers to recover  the
fuel  expense shortfall in base rates per mile.  However, given  the  softer
freight market experienced during the past two years, we have not been  able
to recover the fuel expense shortfall in base rates.  As a result, increases
in fuel costs may continue to negatively impact our earnings per share until
freight  market  conditions  may allow us to  recover  this  shortfall  from
customers.

     We continue diversifying our services from the one-way Van fleet to our
Dedicated,  Regional  and  Expedited fleets and North  America  cross-border
services  within  the  Truckload segment and  to  the  logistics  units  and
services within the VAS segment.  This ongoing diversification helped lessen
the  impact of a lackluster freight market in third quarter 2008.   Customer
response to these growing services continues to be very positive.  We intend
to continue expanding and developing these services.

     To  provide  shippers with additional sources of managed  capacity  and
network  analysis, as well as a more global footprint, we  continue  growing
our  non-asset  based  VAS  segment.   In  third  quarter  2008,  VAS  began
implementing  new  business,  which began to  generate  additional  revenues
across  all  of  our  business units and fleets.  Our diverse  portfolio  of
logistics  services,  backed  by  our  asset-based  fleets,  has  become  an
attractive  option to customers who want to ensure they have  a  competitive
and seamless supply chain solution.

     VAS  revenues  are  generated by its four operating  units:  Brokerage,
Freight  Management, Intermodal and International.  VAS  revenues  increased
35%  to  $73.6  million in third quarter 2008 from $54.5  million  in  third
quarter  2007  due to an increase in Brokerage, Intermodal and International
revenues.   The  gross margin percentage declined to 14.6% in third  quarter
2008  compared to 15.7% in third quarter 2007, although gross margin dollars
grew  26% on the higher revenues.  The operating income percentage increased
to 5.9% in third quarter 2008 compared to 5.8% in third quarter 2007.

     Brokerage  continued to produce strong results with 41% revenue  growth
but experienced a decline in its gross margin percentage.  The tightening of
truckload capacity due to increased carrier financial failures has  made  it
more challenging for Brokerage to obtain qualified third party carriers at a
comparable  cost to prior quarters.  Intermodal revenues grew 47%,  and  its
operating  margin  percentage  also improved.   International  continues  to
generate increased revenues and improve its operating margin.

Operating Expenses

     Our  operating  ratio (operating expenses expressed as a percentage  of
operating revenues) was 93.5% for the three months ended September 30, 2008,
compared  to  92.7% for the three months ended September 30, 2007.   Expense
items  that  impacted  the  overall operating ratio  are  described  on  the
following  pages.   The  tables on page 17 show  the  operating  ratios  and
operating margins for our two reportable segments, Truckload and VAS.


                                      19


     The  following  table sets forth the cost per total mile  of  operating
expense  items  for  the  Truckload segment for the periods  indicated.   We
evaluate  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   Nine Months Ended   Increase
                                     September 30,    (Decrease)    September 30,    (Decrease)
                                  ------------------              -----------------
                                    2008      2007     per Mile     2008     2007     per Mile
                                  -------------------------------------------------------------
                                                                     
Salaries, wages and benefits       $0.582    $0.578     $0.004     $0.575   $0.573     $0.002
Fuel                                0.584     0.402      0.182      0.571    0.379      0.192
Supplies and maintenance            0.158     0.153      0.005      0.158    0.149      0.009
Taxes and licenses                  0.109     0.114     (0.005)     0.112    0.115     (0.003)
Insurance and claims                0.115     0.087      0.028      0.104    0.092      0.012
Depreciation                        0.163     0.157      0.006      0.164    0.158      0.006
Rent and purchased transportation   0.181     0.165      0.016      0.181    0.159      0.022
Communications and utilities        0.019     0.019      0.000      0.020    0.020      0.000
Other                              (0.008)   (0.016)     0.008     (0.007)  (0.018)     0.011
                                  -------------------------------------------------------------
Total                              $1.903    $1.659     $0.244     $1.878   $1.627     $0.251
                                  =============================================================



     Owner-operator  costs are included in rent and purchased transportation
expense.  Owner-operator miles as a percentage of total miles were 11.6% for
third  quarter  2008  compared  to 12.7% for  third  quarter  2007.   Owner-
operators  are  independent contractors who supply  their  own  tractor  and
driver  and  are responsible for their operating expenses (including  driver
pay,  fuel, supplies  and maintenance  and  fuel  taxes).  This  decrease in
owner-operator  miles as a percentage  of total miles shifted costs from the
rent and purchased transportation category to other expense categories.  Due
to this decrease, we estimate that rent and purchased transportation expense
for  the  Truckload segment was lower by approximately 1.6 cents  per  total
mile,  and other expense categories had offsetting increases on a total-mile
basis  as  follows: (i) fuel, 0.7 cents; (ii) salaries, wages and  benefits,
0.5 cents; (iii) depreciation, 0.2 cents; (iv) supplies and maintenance, 0.1
cents; and (v) taxes and licenses, 0.1 cents.

     Salaries,  wages  and  benefits  in  the  Truckload  segment  increased
slightly  on  a  total mile basis in third quarter 2008  compared  to  third
quarter  2007.   This  increase is primarily attributed to  higher  workers'
compensation  expense  and, as discussed above,  the  shift  from  rent  and
purchased  transportation to salaries, wages and  benefits  because  of  the
decrease in owner-operator miles as a percentage of total miles.  Within the
Truckload  segment, these cost increases were offset partially  by  a  small
decrease  in  average pay per mile for company drivers and lower  non-driver
pay  for office and equipment maintenance personnel in the Truckload segment
(due to efficiency and cost control improvements).  The growing non-trucking
VAS  segment  experienced higher non-driver salaries in third  quarter  2008
compared to third quarter 2007.

     We  renewed our workers' compensation insurance coverage for the policy
year beginning April 1, 2008.  Our coverage levels are the same as the prior
policy  year.   We continue to maintain a self-insurance retention  of  $1.0
million  per claim and have no annual aggregate retention amount for  claims
above  $1.0 million.  Our workers' compensation insurance premiums  for  the
policy year beginning April 2008 are slightly lower than the previous policy
year.

     The driver recruiting and retention market remained less difficult than
a  year ago.  The weakness in the construction and automotive industries and
a rising national unemployment rate continue to positively affect our driver
availability  and selectivity.  In addition, we believe our  strong  mileage
utilization  and financial strength are attractive to drivers when  compared
to  many  other  carriers.   We anticipate that  competition  for  qualified
drivers  will  remain  high and cannot predict whether  we  will  experience
future  shortages.   If such a shortage were to occur and  driver  pay  rate

                                      20


increases  were  necessary to attract and retain  drivers,  our  results  of
operations  would  be negatively impacted to the extent  that  corresponding
freight rate increases were not obtained.

     Fuel increased 18.2 cents per total mile for the Truckload segment  due
primarily  to  higher average diesel fuel prices.  Compared to unprecedented
high  diesel fuel prices in second quarter 2008, diesel fuel prices declined
during  third  quarter 2008 but remained higher than diesel fuel  prices  in
third  quarter 2007.  Compared to the same month in 2007, diesel fuel  costs
were $1.62 per gallon higher in July 2008, $1.12 per gallon higher in August
2008  and  $0.82 per gallon higher in September 2008.  Fuel prices  averaged
only  5  cents  per gallon higher in October 2008 compared to October  2007.
Fuel  expense  increased $43.4 million and rent and purchased transportation
expense  paid to owner-operator drivers (which increased due to  the  higher
fuel   reimbursement  to  owner-operators)  increased  $5.9  million,   when
comparing third quarter 2008 to third quarter 2007.

     During  third quarter 2008, we continued to improve our fuel miles  per
gallon  ("mpg")  through  numerous initiatives to improve  fuel  efficiency.
These  initiatives include (i) reducing truck idle time, (ii) lowering  non-
billable  miles, (iii) continuing to increase the percentage of aerodynamic,
more  fuel-efficient trucks in the company truck fleet and  (iv)  installing
auxiliary  power  units  ("APUs")  in  company  trucks.   Truck  idle   time
percentages  can  be  affected by seasonal weather patterns  (such  as  warm
summer months and cold winter months) that prompt drivers to idle the engine
to  provide  air  conditioning  or heating for  comfort  during  non-driving
periods.  Thus, idle time percentages for trucks without APUs may be  higher
(and  fuel mpg may be lower as a result) during the summer and winter months
as  compared to temperate spring and fall months.  APUs provide an alternate
source to power heating and air conditioning systems when the main engine is
not  operating, and APUs consume significantly less diesel fuel than  idling
the  main  engine.   As  of September 30, 2008, we  had  installed  APUs  in
approximately  40%  of  the company-owned truck  fleet,  and  we  intend  to
continue  increasing the percentage of trucks with APUs as we  purchase  new
tractors.  The average mpg of company trucks improved in third quarter  2008
compared to third quarter 2007.  Due strictly to these mpg improvements,  we
purchased  nearly  2.6 million fewer gallons of fuel in third  quarter  2008
than  in  third  quarter 2007.  This equates to a reduction of approximately
29,000  tons  of  carbon dioxide emissions.  As we purchase new  trucks,  we
intend  to continue installing APUs and taking part in other environmentally
conscious  initiatives,  such as our active participation  in  the  SmartWay
Transport  Partnership program of the U.S. Environmental  Protection  Agency
("EPA").

     Shortages  of fuel, increases in fuel prices or rationing of  petroleum
products  can  have  a  materially adverse  effect  on  our  operations  and
profitability.   We  are unable to predict whether fuel  price  levels  will
increase  or  decrease in the future or the extent to which fuel  surcharges
will  be  collected from customers.  As of September 30,  2008,  we  had  no
derivative  financial  instruments to reduce  our  exposure  to  fuel  price
fluctuations.

     Supplies and maintenance for the Truckload segment increased 0.5  cents
on  a total mile basis in third quarter 2008 compared to third quarter 2007.
Over-the-road  repair costs increased due to rising parts  and  labor  costs
assessed  by over-the-road vendors (partially due to higher commodity  costs
that  increase the  costs of  parts and  tires) and  the performance of more
over-the-road repairs resulting from a decrease in our equipment maintenance
personnel.  The increased average age of the truck fleet also contributed to
higher truck maintenance repairs.

     Taxes and licenses for the Truckload segment decreased in third quarter
2008  by  0.5 cents on a total mile basis from third quarter 2007 due  to  a
decrease  in  fuel  taxes  per mile resulting from the  improvement  in  the
company truck mpg.

     Insurance  and claims for the Truckload segment increased by 2.8  cents
on  a  total mile basis in third quarter 2008 from third quarter 2007.  This
increase  was  the  result of net unfavorable claims  development  on  large
claims  and,  to  a  lesser  extent, on smaller claims  for  accidents  that
occurred  prior  to third quarter 2008.  We renewed our liability  insurance
policies  on  August 1, 2008 and retained the annual $8.0 million  aggregate
for  claims between $2.0 million and $5.0 million.  For claims in excess  of

                                      21


$5.0  million  and  less  than $10.0 million,  we  are  responsible  for  an
aggregate of $4.0 million of claims in the policy year, which decreased from
an  aggregate of $5.0 million in the policy year that began August 1,  2007.
We   maintain   liability   insurance  coverage  with   insurance   carriers
substantially  in  excess  of the $10.0 million per  claim.   Our  liability
insurance  premiums  for  the policy year that  began  August  1,  2008  are
slightly  lower than the previous policy year.  A portion of  our  insurance
coverage  for  the current and prior policy years is provided  by  insurance
companies  that  are  subsidiaries  of American  International  Group,  Inc.
("AIG").   These AIG insurance subsidiaries are regulated by  various  state
insurance  departments.  We do not currently believe that  financial  issues
affecting  AIG  will impact our current or prior insurance coverage  or  our
ability to obtain coverage in the future.

     Depreciation expense for the Truckload segment increased 0.6 cents  per
total  mile  in  third quarter 2008 compared to third  quarter  2007.   This
increase was due primarily to depreciation of the APUs installed on  company
trucks.   The APU depreciation expense is offset by lower fuel costs because
tractors with APUs generally consume less fuel during periods of idle.   The
higher average miles per tractor also has the effect of lowering this  fixed
cost when evaluated on a per-mile basis.

     Depreciation expense was historically affected by the engine  emissions
standards  imposed  by the EPA that became effective  in  October  2002  and
applied  to all new trucks purchased after that time, resulting in increased
truck  purchase costs.  Depreciation expense is affected because in  January
2007,  a  second  set of more strict EPA engine emissions  standards  became
effective for all newly manufactured truck engines.  Compared to trucks with
engines produced before 2007, the trucks with new engines manufactured under
the  2007  standards have higher purchase prices.  We began to take delivery
of  trucks with these 2007-standard engines in first quarter 2008 to replace
older trucks in our fleet.  The engines in our fleet of company-owned trucks
as of September 30, 2008 consist of 82% Caterpillar (nearly all are pre-2007
standard  engines), 12% Detroit Diesel and 6% Mercedes Benz.  In June  2008,
Caterpillar announced it will not produce on-highway engines for use in  the
United States that will comply with new EPA engine emissions standards  that
become  effective  in  January  2010 but will continue  to  sell  on-highway
engines  internationally.   Caterpillar also  announced  it  is  pursuing  a
strategic  alliance  with  Navistar.  To date, we  have  not  experienced  a
reduction  in value of our company-owned trucks with Caterpillar engines  in
the  used  equipment  market  due to this announcement.   Approximately  one
million  trucks  in  the  U.S. domestic market have  Caterpillar  heavy-duty
engines,  and  Caterpillar has stated it will fully  support  these  engines
going forward.

     Rent  and  purchased transportation expense consists mainly of payments
to  third-party capacity providers in the VAS segment and other non-trucking
operations and payments to owner-operators in the Truckload segment.   These
expenses  generally  vary depending on changes in  the  volume  of  services
generated by the VAS segment.  As a percentage of VAS revenues, VAS rent and
purchased  transportation expense increased to 85.4% in third  quarter  2008
compared  to  84.3%  in  third quarter 2007.  The  tightening  of  truckload
carrier  capacity due to increased carrier financial failures  has  made  it
more  challenging for VAS's Brokerage unit to obtain qualified  third  party
carriers at a cost comparable to prior quarters.

     Rent  and  purchased transportation expense for the  Truckload  segment
increased  1.6 cents per total mile in third quarter 2008 primarily  because
of  increased fuel prices that necessitated higher reimbursements to  owner-
operators  for fuel (increased $5.9 million) offset partially by a  decrease
in  the number of owner-operators.  Our customer fuel surcharge programs  do
not  differentiate  between  miles generated  by  company-owned  and  owner-
operator  trucks.  Challenging operating conditions, including  inflationary
cost  increases  that are the responsibility of owner-operators  and  higher
fuel prices, have made it difficult for owner-operators to stay in business.
These  challenging operating conditions have made owner-operator recruitment
and  retention  difficult.  We have historically been able to  add  company-
owned  tractors and recruit additional company drivers to offset any  owner-
operator  decreases.  If a shortage of owner-operators and  company  drivers
occurs,  increases  in  per mile settlement rates (for owner-operators)  and
driver  pay rates (for company drivers) may become necessary to attract  and

                                      22


retain  these  drivers.   This  could  negatively  affect  our  results   of
operations  to the extent that we do not obtain corresponding  freight  rate
increases.

     Other  operating expenses for the Truckload segment increased 0.8 cents
per  total  mile in third quarter 2008.  Gains on sales of assets (primarily
trucks  and  trailers)  are  reflected as a  reduction  of  other  operating
expenses and are reported net of sales-related expenses, including costs  to
prepare the equipment for sale.  Gains on sales of assets decreased to  $2.8
million  in third quarter 2008 from $5.5 million in third quarter 2007.   As
noted  in  our second quarter 2008 Quarterly Report on Form 10-Q filed  with
the  U.S.  Securities and Exchange Commission ("SEC") on August 4, 2008,  we
anticipated lower gains on sales of equipment in third quarter 2008 than  in
second quarter 2008 if the freight market and high fuel price conditions did
not  improve.   Gains  in third quarter 2008 were $0.6 million  higher  than
gains in second quarter 2008, which we attribute to the effect of lower fuel
prices  during  the third quarter.  The used equipment sales market  remains
challenging due to carrier failures and company fleet reductions  increasing
the  number of trucks for sale while buyer demand for the purchase  of  used
trucks  remains lackluster.  Our wholly-owned subsidiary, Fleet Truck Sales,
is  one  of the largest Class 8 used truck and equipment retail entities  in
the  United  States.   Fleet Truck Sales continues to be  our  resource  for
remarketing our used trucks and trailers.

Other Expense (Income)

     We  recorded minimal interest expense in third quarter 2008 versus $0.5
million  of  interest  expense  in third  quarter  2007.   We  had  no  debt
outstanding  at September 30, 2008 or during third quarter 2008 compared  to
$10.0 million debt outstanding at September 30, 2007 and average outstanding
debt of $30.0 million during third quarter 2007.

Income Taxes

     Our  effective income tax rate (income taxes expressed as a  percentage
of income before income taxes) increased slightly to 42.5% for third quarter
2008 from 41.7% for third quarter 2007.  The higher income tax rate was  due
primarily to lower income before income taxes on an annualized basis,  which
caused  non-deductible expenses such as driver per diem to comprise a larger
percentage of our income before income taxes.

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September
----------------------------------------------------------------------------
30, 2007
--------

Operating Revenues

     Operating  revenues  increased  by  8.4%  for  the  nine  months  ended
September  30,  2008,  compared  to the  same  period  of  the  prior  year.
Excluding  fuel  surcharge revenues, trucking revenues  decreased  2.6%  due
primarily  to a 6.3% decrease in the average number of tractors in  service,
partially offset by a 3.5% increase in average monthly miles per tractor and
a 0.4% increase in average revenues per total mile.  Fuel surcharge revenues
increased  73.5%  to  $366.2 million in the 2008  year-to-date  period  from
$211.1 million in the 2007 year-to-date period because of higher diesel fuel
prices.  VAS revenues increased 2% due to growth in Brokerage, International
and  Intermodal.   This  growth  was offset by  a  structural  change  to  a
customer's  continuing  arrangement related to  third  party  carriers  that
became  effective in third quarter 2007.  Consequently, we  began  reporting
VAS  revenues  for this customer on a net basis (revenues net  of  purchased
transportation expense) rather than on a gross basis.  This change  affected
the  reporting of VAS revenues and resulted in a reduction of  VAS  revenues
and  VAS purchased transportation expense for this customer in third quarter
2007 and subsequent periods.  This reporting change reduced VAS revenues and
VAS rent and purchased transportation expense by $36.3 million from the nine
months  ended September 30, 2007 to the same period of 2008.  Excluding  the
affected  revenues for this customer, VAS revenues grew 24% during the  nine
months ended September 30, 2008 compared to the same period in 2007.

                                      23


Operating Expenses

     Our  operating  ratio (operating expenses expressed as a percentage  of
operating revenues) was 95.1% for the nine months ended September 30,  2008,
compared  to 93.4% for the same period of the previous year.  Expense  items
that  impacted the overall operating ratio are described below.  The  tables
on  page  17  show the operating ratios and operating margins  for  our  two
reportable segments, Truckload and VAS.

     Owner-operator miles as a percentage of total miles were 12.0% for  the
nine  months ended September 30, 2008 compared to 12.3% for the nine  months
ended September 30, 2007.  This small decrease in owner-operator miles as  a
percentage  of  total  miles  shifted costs  from  the  rent  and  purchased
transportation category to other expense categories.  Due to this  decrease,
we estimate that rent and purchased transportation expense for the Truckload
segment  was  lower  by approximately 0.4 cents per total  mile,  and  other
expense  categories  had  offsetting increases  on  a  total-mile  basis  as
follows: (i) fuel, 0.2 cents; (ii) salaries, wages and benefits, 0.1  cents;
and (iii) depreciation, 0.1 cents.

     Salaries,  wages and benefits for non-drivers decreased as a result  of
the reduction in office and equipment maintenance personnel in the Truckload
segment  (due to cost control initiatives), offset partially by an  increase
in  VAS  personnel to support the VAS segment growth.  Salaries,  wages  and
benefits for the Truckload segment increased slightly because of an increase
in  student  driver  pay resulting from a higher average number  of  student
trainer  teams  offset  by the lower non-driver pay related  to  office  and
equipment  maintenance personnel.  Fuel increased 19.2 cents per total  mile
due  to  the  higher  fuel  expense  per  gallon  offset  partially  by  mpg
improvements in the company truck fleet.  Supplies and maintenance increased
0.9  cents  per  total  mile because of increases in  over-the-road  tractor
repairs  and related parts and labor costs.  The higher average age  of  the
company  truck  fleet also contributed to higher truck maintenance  repairs.
Taxes  and  licenses  were 0.3 cents per mile lower during  the  first  nine
months of 2008 than in the same period of 2007 due to the effect of improved
company  truck mpg on fuel taxes.  Insurance increased 1.2 cents on a  total
mile  basis  due  primarily to net unfavorable claims development  on  large
claims,  partially offset by a reduction in the average number of  liability
claims and fewer new larger dollar claims.  Depreciation increased 0.6 cents
per total mile because of a higher trailer-to-tractor ratio and depreciation
expense  on  APUs.   Rent  and purchased transportation  for  the  Truckload
segment  increased 2.2 cents per total mile primarily because of an increase
in  the  fuel  reimbursement paid to owner-operators.   Rent  and  purchased
transportation expense for the VAS segment decreased slightly, although  VAS
revenues increased slightly.  As a percentage of VAS revenues, VAS rent  and
purchased  transportation  expense decreased to  85.2%  for  the  nine-month
period ended September 30, 2008 compared to 87.5% during the same period  of
2007.   Excluding  the  affected VAS revenues and  purchased  transportation
expense  from  the  2007  period  related to  the  structural  change  of  a
customer's continuing arrangement (described above), VAS rent and  purchased
transportation expense would have been 84.7% of revenues in the 2007 period.
Other  operating expenses increased 1.1 cents per total mile  due  to  lower
gains on sales of assets in the 2008 nine-month period.

Other Expense (Income)

     We  recorded  minimal  interest expense during the  nine  months  ended
September 30, 2008 versus $2.9 million of interest expense during  the  nine
months  ended  September  30, 2007.  We had no debt outstanding  during  the
first  nine  months of 2008, compared to $10.0 million debt  outstanding  at
September  30,  2007  after debt repayments (net  of  borrowings)  of  $90.0
million  were  made during the nine-month period ended September  30,  2007.
The average debt outstanding during the nine months ended September 30, 2007
was $55.0 million.

                                      24


Income Taxes

     Our  effective  income  tax rate was 42.6% for the  nine  months  ended
September 30, 2008 and 41.8% for the same period in 2007.  The higher income
tax  rate  was  due  primarily to lower income before  income  taxes  on  an
annualized  basis, which caused non-deductible expenses such as  driver  per
diem to be a larger percentage of our income before income taxes.

Liquidity and Capital Resources:

     During the nine months ended September 30, 2008, we generated cash flow
from  operations of $189.2 million, a 1.1% ($2.0 million) increase  in  cash
flow  compared  to the same nine-month period one year ago.  The  change  in
operating  cash  flows  results primarily from  changes  in  the  timing  of
collections of trade accounts receivable, payments to vendors and  increases
in  insurance  and  claims  accruals.  We were  able  to  make  net  capital
expenditures,  repurchase common stock and pay dividends  (discussed  below)
because of the cash flow from operations and existing cash balances.

     Net  cash used in investing activities for the nine-month period  ended
September  30, 2008 increased by 232.4% ($53.1 million), from $22.9  million
for  the nine-month period ended September 30, 2007 to $76.0 million for the
nine-month  period  ended  September  30,  2008.   Net  property   additions
(primarily  revenue equipment) were $80.4 million for the nine-month  period
ended  September 30, 2008, compared to $27.3 million during the same  period
of 2007.

     As  of  September  30,  2008, we committed to  property  and  equipment
purchases, net of trades, of approximately $47.0 million.  We expect our net
capital  expenditures (primarily revenue equipment) to be in  the  range  of
$115.0 million to $140.0 million in 2008 and $75.0 million to $150.0 million
in 2009.  We intend to fund these net capital expenditures through cash flow
from  operations, existing cash balances and financing available  under  our
existing credit facilities, as management deems necessary.  In 2009, we plan
to purchase only enough new trucks to replace the number of used trucks that
we  can  sell, which  will  affect  our  net  capital  expenditures.   Other
carriers' financial failures and fleet reductions have increased the  supply
of  used  trucks  for  sale, while  buyer demand  for the purchase  of  used
trucks  remains  lackluster.   Based  on  these  current  used  truck market
conditions,  we may  be unable  to sell  enough used  trucks to maintain the
current 2.4 year average age of our company tractor fleet.

     Net financing activities used $2.4 million during the nine months ended
September  30, 2008 and $175.0 million during the same period in 2007.   The
change  included debt repayments (net of borrowings) of $90.0 million during
the  nine-month  period  ended  September 30,  2007,  compared  to  no  debt
repayments during the nine-month period ended September 30, 2008.   We  paid
dividends  of  $10.6  million in the nine months ended  September  30,  2008
compared  to  $10.4 million in the same period of 2007.   Our  common  stock
repurchases  totaled  $87.1  million  during  the  nine-month  period  ended
September 30, 2007 compared to $4.5 million during the same period of  2008.
From  time  to  time, we have repurchased, and may continue  to  repurchase,
shares of our common stock.  The timing and amount of such purchases depends
on  market  and  other factors.  As of September 30, 2008, we had  purchased
1,041,200  shares  pursuant  to our current Board  of  Directors  repurchase
authorization and had 6,958,800 shares remaining available for repurchase.

     Management  believes our financial position at September  30,  2008  is
strong.   As of September 30, 2008, we had $136.3 million of cash  and  cash
equivalents and $880.8 million of stockholders' equity.  Cash is invested in
government portfolio money market funds.  We do not hold any investments  in
auction-rate securities.  As of September 30, 2008, we had $225.0 million of
available  credit  pursuant  to  credit  facilities,  of  which  we  had  no
outstanding  borrowings.   The credit available under  these  facilities  is
further  reduced  by  the $39.5 million in letters of  credit  we  maintain.
These  letters  of credit are primarily required as security  for  insurance
policies.   Based on our strong financial position, management  foresees  no

                                      25


significant barriers to obtaining sufficient financing, if necessary.

Contractual Obligations and Commercial Commitments:

     The   following  tables  set  forth  our  contractual  obligations  and
commercial commitments as of September 30, 2008.




                                   Payments Due by Period
                                       (in millions)
                                          Less
                                         than 1     1-3       4-5     Over 5    Period
                               Total      year     years     years     years    Unknown
---------------------------------------------------------------------------------------
                                                              
Contractual Obligations
Unrecognized tax benefits     $  13.0   $   7.1   $     -   $     -   $     -   $   5.9
Equipment purchase
  commitments                    47.0      47.0         -         -         -         -
                              -------   -------   -------   -------   -------   -------
Total contractual cash
  obligations                 $  60.0   $  54.1   $     -   $     -   $     -   $   5.9
                              =======   =======   =======   =======   =======   =======

Other Commercial Commitments
Unused lines of credit        $ 185.5   $  50.0   $ 135.5   $     -   $     -   $     -
Standby letters of credit        39.5      39.5         -         -         -         -
                              -------   -------   -------   -------   -------   -------
Total commercial commitments
                              $ 225.0   $  89.5   $ 135.5   $     -   $     -   $     -
                              =======   =======   =======   =======   =======   =======

 Total obligations            $ 285.0   $ 143.6   $ 135.5   $     -   $     -   $   5.9
                              =======   =======   =======   =======   =======   =======



     On  January  1,  2007, we adopted Financial Accounting Standards  Board
("FASB") Interpretation No. 48, Accounting for Uncertainty in Income  Taxes-
an Interpretation of FASB Statement No. 109 ("FIN 48").  As of September 30,
2008, we have recorded $13.0 million of unrecognized tax benefits.  We  made
payments  totaling $4.9 million subsequent to September 30, 2008 which  will
reduce  the $7.1 million in the "less than 1 year" category, and  we  expect
the  remaining $2.2 million to be settled within the next 12 months.  We are
unable  to reasonably determine when the $5.9 million categorized as "period
unknown"  will  be  settled.  The equipment purchase commitments  relate  to
committed  equipment  expenditures (primarily revenue equipment).   We  have
committed credit facilities with two banks totaling $225.0 million, of which
we  had  no  outstanding  borrowings at September 30,  2008.   These  credit
facilities bear variable interest based on the LIBOR.  The credit  available
under  these facilities is further reduced by the amount of standby  letters
of  credit  under which we are obligated.  The unused lines  of  credit  are
available  to us in the event we need financing for the replacement  of  our
fleet or for other significant capital expenditures.  The standby letters of
credit are primarily required for insurance policies.

Off-Balance Sheet Arrangements:

     As  of  September 30, 2008, we did not have any non-cancelable  revenue
equipment operating leases or 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 issued by the  Federal  Motor
Carrier Safety Administration ("FMCSA") ("2005 HOS Regulations").  The  most

                                      26


significant  change  for  us  from the previous  regulations  is  that  now,
pursuant  to the 2005 HOS Regulations, drivers using the sleeper berth  must
take  at least eight consecutive hours off-duty in the sleeper berth  during
their  ten  hours off-duty.  Previously, drivers using a sleeper berth  were
allowed  to  split  their ten-hour off-duty time into two periods,  provided
neither period was less than two hours.  The more restrictive sleeper  berth
regulations are requiring some drivers to plan their time better.  The  2005
HOS  Regulations  also  had  a negative impact on  our  mileage  efficiency,
resulting  in lower mileage productivity for those customers with  multiple-
stop shipments or those shipments with pick-up or delivery delays.

     Effective  December  27, 2007, the FMCSA issued an interim  final  rule
that amended the 2005 HOS Regulations to (i) allow drivers up to 11 hours of
driving time within a 14-hour, non-extendable window from the start  of  the
workday  (this  driving time must follow ten consecutive hours  of  off-duty
time)  and (ii) restart calculations of the weekly on-duty time limits after
the  driver  has at least 34 consecutive hours off-duty.  This interim  rule
made essentially no changes to the 11-hour driving limit and 34-hour restart
rules.   In  2006  and 2007, the U.S. Court of Appeals for the  District  of
Columbia also considered the 2005 HOS Regulations and heard arguments on the
various  petitions for review, one of which was submitted by Public  Citizen
(a  consumer  safety organization).  On January 23, 2008, the  Court  denied
Public  Citizen's motion to invalidate the interim final  rule.   The  FMCSA
solicited  comments on the interim final rule until February  15,  2008  and
intends  to  issue a final rule in 2008 that addresses the issues identified
by the Court.  As of September 30, 2008, the FMCSA has not published a final
rule.

     On  January  18,  2007,  the  FMCSA  published  a  Notice  of  Proposed
Rulemaking  ("NPRM") in the Federal Register on the trucking industry's  use
of  Electronic On-Board Recorders ("EOBRs") for compliance with  HOS  rules.
The  intent  of  this  proposed rule is to (i)  improve  highway  safety  by
fostering  development  of  new EOBR technology  for  HOS  compliance;  (ii)
encourage  EOBR use by motor carriers through incentives; and (iii)  require
EOBR  use  by operators with serious and continuing HOS compliance problems.
Comments on the NPRM were to be received by April 18, 2007.  While we do not
believe  the  rule,  as  proposed, would have a significant  effect  on  our
operations   and   profitability,  we  will  continue  to   monitor   future
developments.  As of September 30, 2008, the FMCSA has not published a final
rule.

     In  1998, we became the first trucking company in the United States  to
receive  a  U.S.  Department of Transportation exemption  to  use  a  global
positioning system-based paperless log system as an alternative to the paper
logbooks  traditionally  used by truck drivers to  track  their  daily  work
activities.  On September 21, 2004, the FMCSA approved the exemption for our
paperless log system and moved this exemption from the FMCSA-approved  pilot
program  to  permanent  status.  The exemption is to be  renewed  every  two
years.   On  September 7, 2006, the FMCSA announced in the Federal  Register
its  decision  to  renew  for two additional years our  exemption  from  the
FMCSA's  requirement that drivers of commercial motor vehicles operating  in
interstate  commerce prepare handwritten records of duty status (logs).   In
July  2008,  we again applied for the two-year renewal of our paperless  log
exemption.  The FMCSA has determined that our paperless log system satisfies
the  FMCSA's  Automatic On-Board Recording Device requirements and  that  an
exemption is no longer required.

     On  December  26,  2007, the FMCSA published an  NPRM  in  the  Federal
Register  regarding  minimum requirements for entry-level  driver  training.
Under  the  proposed rule, a commercial driver's license  ("CDL")  applicant
would  be  required to present a valid driver training certificate  obtained
from an accredited institution or program.  Entry-level drivers applying for
a  Class  A  CDL  would be required to complete a minimum of  120  hours  of
training,  consisting  of  76 classroom hours and  44  driving  hours.   The
current  regulations do not require a minimum number of training  hours  and
require only classroom education.  Drivers who obtain their first CDL during
the  three-year period after the FMCSA issues a final rule would be  exempt.
The  FMCSA  extended the NPRM comment period until July 2008.  On  April  9,
2008,  the  FMCSA  published another NPRM that (i) establishes  new  minimum
standards  to  be  met  before  states issue  commercial  learner's  permits
("CLPs");  (ii) revises the CDL knowledge and skills testing standards;  and
(iii)  improves anti-fraud measures within the CDL program.  If one or  both

                                      27


of  these  proposed  rules is approved as written,  the  final  rules  could
materially impact the number of potential new drivers entering the industry.
As of September 30, 2008, the FMCSA has not published a final rule.

     The EPA mandated a new set of more stringent engine emissions standards
for  all newly manufactured truck engines.  These standards became effective
in  January 2007.  Compared to trucks with engines manufactured before  2007
and  not subject to the new standards, the trucks manufactured with the  new
engines  have  higher purchase prices (approximately $5,000 to $10,000  more
per  truck).  To delay the cost impact of these new emissions standards,  in
2005  and  2006 we purchased significantly more new trucks than we  normally
buy  each year, and we maintained a newer truck fleet relative to historical
company  and industry standards.  Our newer truck fleet allowed us to  delay
purchases  of trucks with the new 2007-standard engines until first  quarter
2008,  when we began to take delivery of trucks with 2007-standard  engines.
In  January  2010,  a  final  set  of more rigorous  EPA-mandated  emissions
standards will become effective for all new engines manufactured after  that
date.   We  are currently evaluating the options available to us to  prepare
for the upcoming 2010 standards.

     Several  U.S.  states, counties and cities have enacted legislation  or
ordinances  restricting idling of trucks to short  periods  of  time.   This
action is significant when it impacts the driver's ability 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  recognize
the  need of the drivers to have a comfortable environment in which to sleep
and  include  exceptions for those circumstances.  California  had  such  an
exemption;  however,  since January 1, 2008, the  California  sleeper  berth
exemption  no longer exists.  We have taken steps to address this  issue  in
California,  which  include  driver training,  better  scheduling,  and  the
installation  and use of APUs.  California has also enacted restrictions  on
transport  refrigeration unit ("TRU") emissions, which are to be  phased  in
over  several years beginning at the end of 2008, provided the EPA issues  a
waiver  of  preemption  to  California.  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
that we are currently evaluating.

Critical Accounting Policies:

     We  operate  in the truckload sector of the trucking industry  and  the
logistics  sector of the transportation industry.  In the truckload  sector,
we focus on transporting consumer nondurable products that ship consistently
throughout   the   year.    In  the  logistics  sector,   besides   managing
transportation requirements for individual customers, we provide  additional
sources  of  truck capacity, alternative modes of transportation,  a  global
delivery network and systems analysis to optimize transportation needs.  Our
success  depends on our ability to efficiently manage our resources  in  the
delivery  of  truckload  transportation  and  logistics  services   to   our
customers.   Resource  requirements vary with customer  demand  and  may  be
subject to seasonal or general economic conditions.  Our ability to adapt to
changes  in  customer transportation requirements is essential to  efficient
resource deployment, making capital investments in tractors and trailers  or
obtaining  qualified  third-party carrier capacity at  a  reasonable  price.
Although  our  business volume is not highly concentrated, we  may  also  be
occasionally  affected  by  our customers' financial  failures  or  loss  of
customer business.

     Our  most significant resource requirements are company drivers, owner-
operators, tractors, trailers and related equipment operating costs (such as
fuel  and  related  fuel  taxes,  driver pay,  insurance  and  supplies  and
maintenance).   To  mitigate our risk to fuel price  increases,  we  recover
additional  fuel surcharges from our customers that recoup a  majority,  but
not all, of the increased fuel costs; however, we cannot assure that current
recovery levels will continue in future periods.  Our financial results  are
also affected by company driver and owner-operator availability and the  new
and  used  revenue  equipment market.  Because we  are  self-insured  for  a
significant portion of bodily injury, property damage and cargo  claims  and
for  workers'  compensation benefits and health  claims  for  our  employees
(supplemented  by  premium-based insurance  coverage  above  certain  dollar

                                      28


levels),  financial results may also be affected by driver  safety,  medical
costs,  weather,  legal and regulatory environments and  insurance  coverage
costs to protect against catastrophic losses.

     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 five 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 our normal  replacement
       cycle  for tractors is three years, we calculate 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) when 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.   We
       continually  monitor  the adequacy of the lives  and  salvage  values
       used   in   calculating  depreciation  expense   and   adjust   these
       assumptions appropriately when warranted.
    *  Impairment  of  long-lived assets.  We review our  long-lived  assets
       for   impairment  whenever  events  or  circumstances  indicate   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 the carrying amount  exceeds
       its  fair value.  For long-lived assets classified as held and  used,
       the  carrying  amount is not recoverable when the carrying  value  of
       the  long-lived asset exceeds the sum of the future net  cash  flows.
       We  do  not  separately identify assets by operating segment  because
       tractors  and  trailers are routinely transferred from one  operating
       fleet  to  another.  As a result, none of our 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 of our  assets.   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 noncurrent) 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 using loss development
       factors  based  upon past experience.  An actuary reviews  our  self-
       insurance  reserves for bodily injury and property damage claims  and
       workers' compensation claims 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-operators under contract with  us)
       is  utilized to provide some or all of the service and we (i) are the
       primary  obligor in regard to the shipment delivery,  (ii)  establish
       customer  pricing  separately from carrier rate  negotiations,  (iii)
       generally  have  discretion  in carrier selection  and/or  (iv)  have
       credit  risk on the shipment, we record both revenues for the  dollar
       value  of  services  we bill to the customer and rent  and  purchased
       transportation expense for transportation costs we pay to the  third-
       party  provider upon the shipment's delivery.  In the absence of  the
       conditions  listed  above, we record revenues net of  those  expenses
       related to third-party providers.
    *  Accounting  for  income  taxes.  Significant management  judgment  is
       required  to  determine  (i) the provision  for  income  taxes,  (ii)
       whether  deferred income taxes will be realized in full  or  in  part
       and  (iii)  the liability for unrecognized tax benefits in accordance

                                      29


       with  the  provisions  of FIN 48.  Deferred  income  tax  assets  and
       liabilities  are measured using enacted tax rates that  are  expected
       to  apply  to  taxable  income  in the  years  when  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  necessary  due  to   our
       profitable   operations.   Accordingly,   if   facts   or   financial
       circumstances  change  and  consequently  impact  the  likelihood  of
       realizing  the  deferred income tax assets, we would  need  to  apply
       management's judgment to determine the amount of valuation  allowance
       required in any given period.
    *  Allowance   for  doubtful  accounts.   The  allowance  for   doubtful
       accounts  is our estimate of the amount of probable credit losses  in
       our  existing accounts receivable.  We review the financial condition
       of  customers  prior to granting credit.  We determine the  allowance
       based  on  our historical write-off experience and national  economic
       conditions.   During third quarter 2008, numerous significant  events
       affected  the  U.S. financial markets and resulted in  a  significant
       reduction  of  credit availability and liquidity.   Current  economic
       data  also  indicates the U.S. economy will soon  be  experiencing  a
       recession.   Consequently, we believe some of our  customers  may  be
       unable  to  obtain  or  retain adequate financing  to  support  their
       businesses  in  the  future.  We anticipate  that  because  of  these
       combined  factors,  some of our customers may also  be  compelled  to
       restructure their businesses or may be unable to pay amounts owed  to
       us.   We  have formal policies in place to continually monitor credit
       extended  to  customers and to manage our credit risk.   We  evaluate
       the  adequacy  of our allowance for doubtful accounts  quarterly  and
       believe  our  allowance for doubtful accounts is  adequate  based  on
       information currently available.

     Management  periodically  re-evaluates these estimates  as  events  and
circumstances  change.  Together with the effects of the  matters  discussed
above, these factors may significantly impact our results of operations from
period to period.

Accounting Standards:

     In   September  2006,  the  FASB  issued  SFAS  No.  157,  Fair   Value
Measurements ("No. 157").  This statement defines fair value, establishes  a
framework   for  measuring  fair  value  in  generally  accepted  accounting
principles and expands disclosures about fair value measurements.  SFAS  No.
157  does  not require any new fair value measurements but rather eliminates
inconsistencies in guidance found in various prior accounting pronouncements
and  is  effective for fiscal years beginning after November 15,  2007.   In
February 2008, the FASB issued FASB Staff Position No. 157-2 ("FSP No.  157-
2").   FSP  No.  157-2 delays the effective date of SFAS  No.  157  for  all
nonfinancial  assets  and nonfinancial liabilities, except  those  that  are
recognized  or  disclosed  at fair value in the financial  statements  on  a
recurring  basis  (at  least annually), until fiscal years  beginning  after
November  15,  2008  and interim periods within those fiscal  years.   These
nonfinancial  items include assets and liabilities such as  reporting  units
measured  at  a  fair value in a goodwill impairment test  and  nonfinancial
assets   acquired  and  liabilities  assumed  in  a  business   combination.
Effective January 1, 2008, we adopted SFAS No. 157 for financial assets  and
liabilities  recognized  at fair value on a recurring  basis.   The  partial
adoption of SFAS No. 157 for financial assets and liabilities had no  effect
on  our  financial position, results of operations and cash  flows.   As  of
September  30, 2008, management believes that fully adopting  SFAS  No.  157
will  not  have  a  material effect on our financial  position,  results  of
operations and cash flows.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations ("No. 141R").  This statement establishes requirements for  (i)
recognizing and measuring in an acquiring company's financial statements the

                                      30


identifiable assets acquired, the liabilities assumed and any noncontrolling
interest  in  the  acquiree,  (ii) recognizing and  measuring  the  goodwill
acquired  in the business combination or a gain from a bargain purchase  and
(iii)  determining  what  information to disclose to  enable  users  of  the
financial  statements to evaluate the nature and financial  effects  of  the
business  combination.  The provisions of SFAS No. 141R  are  effective  for
business  combinations for which the acquisition date is  on  or  after  the
beginning  of  the  first  annual reporting period  beginning  on  or  after
December 15, 2008.  As of September 30, 2008, management believes that  SFAS
No.  141R will not have a material effect on our financial position, results
of operations and cash flows.

     In  December  2007,  the  FASB  issued  SFAS  No.  160,  Noncontrolling
Interests  in Consolidated Financial Statements-an amendment of ARB  No.  51
("No.  160").  This statement amends Accounting Research Bulletin No. 51  to
establish accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary.  The provisions
of  SFAS No. 160 are effective for fiscal years, and interim periods  within
those  fiscal  years,  beginning  on or after  December  15,  2008.   As  of
September  30, 2008, management believes that SFAS No. 160 will not  have  a
material  effect on our financial position, results of operations  and  cash
flows.

     In  March  2008,  the  FASB  issued SFAS  No.  161,  Disclosures  about
Derivative Instruments and Hedging Activities-an amendment of FASB Statement
No.  133  ("No.  161").   This statement amends FASB Statement  No.  133  to
require  enhanced  disclosures  about an  entity's  derivative  and  hedging
activities.  The provisions of SFAS No. 161 are effective for fiscal  years,
and  interim  periods  within  those fiscal years,  beginning  on  or  after
November 15, 2008.  As of September 30, 2008, management believes that  SFAS
No.  161  will not have a material effect on our financial position, results
of operations and cash flows.

     In  May  2008, the FASB issued SFAS No. 162, The Hierarchy of Generally
Accepted  Accounting Principles ("No. 162").  This statement identifies  the
sources of and framework for selecting the accounting principles to be  used
in  the preparation of financial statements of nongovernmental entities that
are  presented  in conformity with generally accepted accounting  principles
("GAAP") in the United States ("GAAP hierarchy").  Because the current  GAAP
hierarchy  is  set  forth  in  the American Institute  of  Certified  Public
Accountants  Statement on Auditing Standards No. 69, it is directed  to  the
auditor  rather  than  to  the entity responsible for  selecting  accounting
principles  for  financial  statements presented in  conformity  with  GAAP.
Accordingly,  the  FASB concluded the GAAP hierarchy should  reside  in  the
accounting  literature established by the FASB and issued this statement  to
achieve  that result.  The provisions of SFAS No. 162 will become  effective
on  November 15, 2008, which is 60 days following the SEC's approval of  the
Public Company Accounting Oversight Board amendments to AU Section 411,  The
Meaning  of  Present Fairly in Conformity with Generally Accepted Accounting
Principles.  As of September 30, 2008, management believes that SFAS No. 162
will  not  have  any effect on our current accounting practices  or  on  our
financial position, results of operations and cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     We are 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
attributed  to  changes  in  the level of global  oil  production,  refining
capacity,  seasonality, weather and other market factors.  Historically,  we
have  recovered  a  majority,  but not all, of  fuel  price  increases  from
customers  in  the  form of fuel surcharges.  We implemented  customer  fuel
surcharge  programs with most of our customers to offset much of the  higher
fuel  cost  per  gallon.  However, we do not recover all of  the  fuel  cost
increase through these surcharge programs.  We cannot predict the extent  to
which  fuel prices will increase or decrease in the future or the extent  to
which fuel surcharges could be collected.  As of September 30, 2008, we  had

                                      31


no  derivative  financial instruments to reduce our exposure to  fuel  price
fluctuations.

Foreign Currency Exchange Rate Risk

     We  conduct  business in several foreign countries,  including  Mexico,
Canada  and China.  Foreign currency transaction gains and losses  were  not
material  to  our  results of operations for third quarter  2008  and  prior
periods.   To  date, most foreign revenues are denominated in U.S.  Dollars,
and  we  receive  payment  for foreign freight services  primarily  in  U.S.
Dollars  to  reduce direct foreign currency risk.  Accordingly, we  are  not
currently subject to material risks involving any foreign currency  exchange
rate  and  the effects that such exchange rate movements would have  on  our
future costs or future cash flows.

Interest Rate Risk

     We  had  no debt outstanding at September 30, 2008.  Interest rates  on
our  unused credit facilities are based on the LIBOR.  Increases in interest
rates could impact our annual interest expense on future borrowings.  As  of
September  30, 2008, we do not have any derivative financial instruments  to
reduce our exposure to interest rate increases.

Item 4.  Controls and Procedures.

     As  of the end of the period covered by this report, we carried out  an
evaluation,  under  the  supervision  and  with  the  participation  of  our
management,  including  our  Chief Executive  Officer  and  Chief  Financial
Officer,  of the effectiveness of the design and operation of our disclosure
controls  and  procedures, as defined in Rule 15d-15(e)  of  the  Securities
Exchange  Act  of  1934  ("Exchange  Act").   Our  disclosure  controls  and
procedures  are  designed to provide reasonable assurance of  achieving  the
desired control objectives.  Based upon that evaluation, our Chief Executive
Officer  and Chief Financial Officer concluded that our disclosure  controls
and  procedures  are effective in enabling us to record, process,  summarize
and  report information required to be included in our periodic filings with
the SEC within the required time period.

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

     We   have   confidence  in  our  internal  controls   and   procedures.
Nevertheless,  our  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 that resource constraints  exist,  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, have been detected.

                                      32


                                   PART II

                              OTHER INFORMATION

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

     On October 15, 2007, we announced that on October 11, 2007 our Board of
Directors  approved an increase in the number of shares of our common  stock
that  Werner  Enterprises, Inc. (the "Company") is authorized to repurchase.
Under  this  new  authorization, the Company is permitted to  repurchase  an
additional  8,000,000  shares.  As of September 30, 2008,  the  Company  had
purchased  1,041,200 shares pursuant to this authorization and had 6,958,800
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.

     No  shares of common stock were repurchased during the third quarter of
2008 by either the Company or any "affiliated purchaser," as defined by Rule
10b-18 of the Exchange Act.

                                      33


Item 6.  Exhibits.




 Exhibit No.   Exhibit                                        Incorporated by Reference to:
 -----------   -------                                        -----------------------------
                                                        
   3(i)        Restated Articles of Incorporation of Werner   Exhibit 3(i) to the registrant's report
               Enterprises, Inc.                              on Form 10-Q for the quarter ended
                                                              June 30, 2007

   3(ii)       Revised and Restated By-Laws of Werner         Exhibit 3(ii) to the registrant's report
               Enterprises, Inc.                              on Form 10-Q for the quarter ended
                                                              June 30, 2007

   10.1        Form of Restricted Stock Award Agreement for   Filed herewith
               recipients under the Werner Enterprises, Inc.
               Equity Plan

   10.2        The Executive  Nonqualified Excess  Plan  of   Filed herewith
               Werner Enterprises, Inc., as amended

   31.1        Certification of the Chief Executive Officer   Filed herewith
               pursuant to Rules 13a-14(a) and 15d-14(a) of
               the Securities Exchange Act of 1934 (Section
               302 of the Sarbanes-Oxley Act of 2002)

   31.2        Certification of the Chief Financial Officer   Filed herewith
               pursuant to Rules 13a-14(a) and 15d-14(a) of
               the Securities Exchange Act of 1934 (Section
               302 of the Sarbanes-Oxley Act of 2002)

   32.1        Certification of the Chief Executive Officer   Filed herewith
               pursuant to 18 U.S.C. Section 1350 (Section
               906 of the Sarbanes-Oxley Act of 2002)

   32.2        Certification of the Chief Financial Officer   Filed herewith
               pursuant to 18 U.S.C. Section 1350 (Section
               906 of the Sarbanes-Oxley Act of 2002)



                                      34


                                 SIGNATURES


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


                                WERNER ENTERPRISES, INC.



Date:     November 3, 2008      By:  /s/ John J. Steele
       ---------------------         ---------------------------------------
                                     John J. Steele
                                     Executive Vice President, Treasurer and
                                     Chief Financial Officer



Date:     November 3, 2008      By:  /s/ James L. Johnson
       ---------------------         ---------------------------------------
                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary

                                      35