WERNER ENTERPRISES INC, 10-K, 1995-03-27

WERNER ENTERPRISES INC
10-K, 1995-03-27
TRUCKING (NO LOCAL)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 1994
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
incorporation or organization) identification no.)

INTERSTATE 80 & HIGHWAY 50
POST OFFICE BOX 37308
OMAHA, NEBRASKA 68137 (402) 895-6640
(Address of principal (Zip code) (Registrant's telephone number)
executive offices)

Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K.
[ X ]

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 ___

The aggregate market value of the registrant's $.01 par value common stock
held by nonaffiliates of the registrant as of March 14, 1995 was $292,333,740
(based upon $20.75 per share closing price on that date, as reported by
NASDAQ). In making this calculation the registrant has assumed, without
admitting for any purpose, that all executive officers and directors of the
registrant, and no other persons, are affiliates.

As of March 14, 1995, 25,177,616 shares of the registrant's common stock were
outstanding.

Exhibit index is located on page 14. Portions of the December 1994 Annual
Report to Stockholders are incorporated in Part I, II and IV of this report.
Portions of the Proxy Statement of Registrant for the Annual Meeting of
Stockholders to be held May 2, 1995 are incorporated in Part III of this
Report.

PAGE 1 OF 46 PAGES
<PAGE>
PART I
ITEM 1. BUSINESS

General

Werner Enterprises, Inc. is a transportation company primarily engaged in
hauling truckload shipments of general commodities in both interstate and
intrastate commerce, with its headquarters in Omaha, Nebraska. References to
Werner or the Company are to Werner Enterprises, Inc. and its wholly-owned
subsidiaries. The Company operates throughout the 48 contiguous states
pursuant to operating authority, both common and contract, granted by the
Interstate Commerce Commission and pursuant to intrastate authority granted
by various states. The Company also has authority to operate in eight
provinces of Canada and has through trailer service in and out of Mexico.
The principal types of freight transported include retail store merchandise,
foodstuffs, beverages and beverage containers, paper products, plastic
products, metal products, lumber and building materials.

Marketing and Operations

Werner's business philosophy is to provide "high service, low cost"
transportation services. The Company achieves this by (1) meeting the
special needs of its customers; (2) careful attention to its quality work
force; and (3) operating premium, modern equipment. Until 1992, the Company
operated in the high-service end of the dry van and flatbed medium-to-long-
haul segments of the truckload market which continues to be the Company's
major revenue source. In these markets, the Company focuses on shippers who
value the broad geographic coverage, customized services and flexibility
available from a larger, financially stable carrier. These shippers are
generally less sensitive to rate levels, preferring to have their freight
handled by a few "core" carriers with whom they can establish service-based,
long-term relationships.

In order to strengthen these customer relationships and to provide
opportunities for profitable growth, the Company began expanding into new
markets beginning in 1992. The Company's management carefully analyzed
possible new markets based on the following criteria: market size, cost of
entry, potential long-term profitability and synergy with the Company's
existing business. It was decided to enter into three new markets: regional
short-haul, temperature-controlled and dedicated fleet services. Regional
short-haul consists of dry-van freight with a shorter length of haul,
generally around a major metropolitan area or areas. Temperature-controlled
freight requires specialized van trailers for products which are sensitive to
temperature conditions. Dedicated fleet services involves assuming total
responsibility for the transportation needs of a specific customer and
generally replacing their private fleet. In 1993, the Company also began
offering logistics services and rail intermodal transportation. These
service offerings build on the Company's existing strengths in its
traditional markets and strategically position the Company to provide a broad
range of transportation services for its customers. See "Revenue Equipment"
for the number of tractors operated in each of the Company's service
divisions.

2
<PAGE>
The Company continues to improve its operational efficiencies by applying new
technologies and refining its management processes. In 1993 the Company
completed installation of two-way, satellite-based communications equipment
in the entire fleet. This technology streamlines communication between
drivers and the Company. Customers also benefit from the flexibility and
quick response provided by real-time communications. The Company has also
implemented Electronic Data Interchange (EDI) which allows customers to
network with the Company to send and track orders, receive billing
information, etc. In addition, the Company continues to refine its formal
quality improvement program to satisfy customers' needs cost effectively.

The Company also has developed a diversified customer base and is not
dependent on a small group of customers or a specific industry for its
freight. During 1994, the Company's largest 5, 10 and 25 customers comprised
approximately 18%, 24% and 35% of the Company's revenues, respectively.

Seasonality

In the trucking industry, revenues generally show a seasonal pattern as some
customers reduce shipments during and after the winter holiday season. The
Company's operating expenses have historically been slightly higher in the
winter months due primarily to decreased fuel efficiency and increased
maintenance costs of revenue equipment in colder weather. However, the
Company minimizes the impact of seasonality through its marketing program
which seeks additional freight from certain customers during traditionally
slower shipping periods. Revenue can also be affected by bad weather and
holidays, since revenue is directly related to available working days of
shippers.

Employees and Owner-Operator Drivers

As of December 31, 1994, the Company employed 4,154 drivers, 428 mechanics
and maintenance personnel, and 868 management, administrative and support
personnel. The Company also had contracts with independent contractors
(owner-operators) for the services of 527 tractors that provide both a
tractor and a qualified driver or drivers. None of the Company's employees
is represented by a collective bargaining unit, and the Company considers
relations with its employees to be good.

The Company recognizes that its professional driver work force is one of its
most valuable assets. Over the past three years, several driver retention
programs have been introduced by the Company - including creation of a pay
package that more fairly compensates drivers for all work associated with
their job (loading and unloading, extra stops, short trips and layovers, for
example). These extra pay items are in addition to the drivers' mileage
based pay which increases with a driver's length of service and incentive pay
such as a fuel efficiency bonus and a mileage bonus. Effective May 1, 1994,
the Company increased the mileage pay for Company drivers by two cents per
mile. This increase has helped the Company to attract and retain qualified
drivers to meet its growth plans. Also, a regular schedule of driver/top
management meetings were initiated approximately 3 years ago to share
information and concerns and seek mutually satisfactory solutions. As a
result of management's attention to driver retention, the Company has
significantly reduced its driver turnover over the past several years, to a
level believed to be below the industry average.

Occasionally, there are shortages of drivers in the trucking industry,
particularly the long-haul segment. The Company's management believes that
the number of qualified drivers in the industry has been reduced because of

3
<PAGE>
the Federal License Program implemented during 1992, elimination of federal
funding for driving schools, as well as individual drivers' desire to be home
more often. The Company anticipates that the competition for qualified
drivers will continue to be high, and can not predict whether it will
experience shortages in the future.

The Company also recognizes that carefully selected owner-operators
complement its Company-employed drivers. Owner-operators supply their own
tractor and driver, and are responsible for their operating expenses in
return for a portion of the revenues generated. Because owner-operators
provide their own tractors, less capital is required for growth. Also,
owner-operators provide the Company with another source of drivers to support
its growth. The Company intends to continue its emphasis on recruiting
owner-operators.

Revenue Equipment

As of December 31, 1994, the Company operated 3,473 Company-owned tractors
and had contracts for 527 tractors owned by owner-operators. The tractors as
of December 31, 1994 were operated in the Company's service divisions as
follows: 2,480 medium-to-long-haul dry vans; 360 medium-to-long-haul
flatbeds; 600 regional short-haul vans; 280 temperature-controlled; and 280
dedicated. Approximately 70% of the Company's tractors are manufactured by
Freightliner. This standardization decreases downtime by simplifying
maintenance. The Company adheres to a comprehensive maintenance program for
both tractors and trailers. By continually upgrading the Company-owned
tractor fleet, the average age was 1.3 years at December 31, 1994. Owner-
operator tractors are inspected prior to acceptance by the Company for
compliance with operational and safety requirements of the Company and the
Department of Transportation. These tractors are then periodically
inspected, similar to Company-owned tractors, to monitor continued
compliance.

The Company operated 10,300 trailers at December 31, 1994, in the Company's
service divisions as follows: 9,015 dry vans; 740 flatbed; and 545
temperature controlled. During the year, the Company purchased additional
53-foot van trailers which enabled the Company to position more trailers at
customer locations. This provided customers with more economy and
convenience and increased driver productivity. As of December 31, 1994, 91%
of the Company's fleet of van trailers consisted of 53-foot trailers of which
5,640 of these 53' trailers are the new "plate" trailer design which provides
more capacity. Other trailer lengths such as 27' and 57' are also provided
by the Company to meet the specialized needs of customers. The average age
of the trailer fleet was 2.3 years at December 31, 1994.

Fuel

Shortages of fuel, increases in fuel prices or rationing of petroleum
products could have a materially adverse effect on the operations and
profitability of the Company. During a portion of 1993, the Company
experienced a temporary increase in the cost of fuel. The Company collected
a temporary fuel surcharge from its customers for a majority of this cost
increase. The Company can not predict when future fuel price increases will
occur or if such fuel surcharges could be used to offset future price
increases.

4
<PAGE>
The Company maintains above-ground and underground fuel storage tanks at
certain of its terminals. Leakage or damage to these facilities could expose
the Company to environmental clean-up costs. The tanks are periodically
inspected to help prevent and detect such problems.

Regulation

The Company is a motor carrier regulated by the Interstate Commerce
Commission (ICC), which has broad powers generally governing matters such as
authority to engage in motor carrier operations, rate changes, accounting
systems, certain mergers, consolidations, acquisitions, and periodic
financial reporting. Motor carrier operations are subject to safety
requirements prescribed by the United States Department of Transportation
(DOT) governing interstate operation. The Company currently has a
satisfactory DOT safety rating, which is the highest available rating. A
conditional or unsatisfactory DOT safety rating could have an adverse effect
on the Company, as some of the Company's contracts with customers require a
satisfactory rating. Such matters as weight and dimensions of equipment are
also subject to federal, state and international regulations.

The federal Motor Carrier Act of 1980 was enacted to increase competition
among motor carriers and limit the level of regulation in the industry
(commonly referred to as deregulation). The Motor Carrier Act of 1980
enabled applicants to obtain ICC operating authority more easily and allowed
interstate motor carriers to change rates without ICC approval. This law
also removed many route and commodity restrictions on the transportation of
freight. As a result, the Company has obtained unlimited authority to carry
general commodities in interstate commerce throughout the 48 contiguous
states.

The Company currently has authority to carry freight on an intrastate basis
in 25 states. The Federal Aviation Administration Authorization Act of 1994
(the FAAA Act) amended sections of the Interstate Commerce Act to prevent
states from regulating rates, routes or service of motor carriers after
January 1, 1995. The FAAA Act did not address state oversight of motor
carrier safety and financial responsibility, or state taxation of
transportation. If a carrier wishes to operate in a state where it did not
previously have intrastate authority, it must, in most cases, still apply for
authority. The Company is currently in the process of applying for
intrastate authority in the 23 states where it does not currently have such
authority.

Competition

The trucking industry is highly competitive and includes thousands of
trucking companies. The Company competes primarily with other truckload
carriers. Railroads, less-than-truckload carriers and private carriers also
provide competition, but to a lesser degree. Deregulation of the trucking
industry created an influx of truckload carriers which, with other factors,
created downward pressure on the industry's price structure.

Competition for the freight transported by the Company is based primarily on
service and efficiency and, to some degree, on freight rates alone. Few
other truckload carriers have greater financial resources, own more equipment
or carry a larger volume of freight than the Company. The Company is one of
the five largest truckload carriers in the trucking industry.

5
<PAGE>
ITEM 2. PROPERTIES

Werner's headquarters is located along Interstate 80 just west of Omaha,
Nebraska, on approximately 61 acres, 22 of which are held for future
expansion. In January 1995, the Company purchased an additional 149 acres of
land in Omaha for future expansion. The headquarters consist of the
Company's 108,000 square-foot office building, a 5,000 square-foot computer
center, and 73,000 square feet of maintenance and repair facilities
containing a central parts warehouse, frame straightening and alignment
machine, truck and trailer wash areas, equipment safety lanes, body shops for
tractors and trailers and a paint booth. Additionally, the maintenance area
includes a drivers' lounge, a drivers' orientation section and a Company
store.

The Company and its subsidiaries own a 22,000 square-foot terminal in
Springfield, Ohio, a 32,000 square-foot facility in Denver, a 18,000 square-
foot facility in Los Angeles, a 31,000 square-foot terminal in Atlanta, and
a 27,000 square-foot terminal in Dallas. All five locations include office
and maintenance space. The Company also holds approximately 11 acres of land
in Phoenix for future expansion.

Additionally, the Company leases several small sales offices and/or trailer
parking yards in various locations throughout the country.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to routine litigation incidental to its business,
primarily involving claims for personal injury and property damage incurred
in the transportation of freight. The Company has assumed liability up to
$500,000 per claim and a $1,000,000 aggregate amount of liability between
$500,000 and $1,000,000 for personal injury and property damage claims. The
Company maintains insurance which covers liability in excess of this amount
to coverage levels that management considers adequate. The Company believes
that adverse results in one or more of these claims would not have a material
adverse effect on its results of operations or financial position. The
information set forth in Note (4) "Insurance and Claims" on page 21 and Note
(7) "Commitments and Contingencies" on page 23 of the Annual Report is
incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the year ended December 31, 1994, no matters
were submitted to a vote of security holders.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

The information set forth under the captions "Price Range of Common Stock"
and "Dividend Policy" on page 24 of the Annual Report, "Consolidated
Statements of Stockholders' Equity" on page 19 of the Annual Report, and Note
(1) "Common Stock and Earnings Per Share" on pages 20 and 21 of the Annual
Report is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the caption "Financial Highlights" on Page 1
of the Annual Report is incorporated herein by reference.

6
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information set forth under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 13
through 15 of the Annual Report is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth under the captions , "Consolidated Statements of
Income", "Consolidated Balance Sheets", "Consolidated Statements of Cash
Flows", "Consolidated Statements of Stockholders' Equity", "Report of
Independent Public Accountants" and "Notes to Consolidated Financial
Statements", on pages 16 through 23 of the Annual Report is incorporated
herein by reference.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

No reports on Form 8-K have been filed within the twenty-four months prior to
December 31, 1994, involving a change of accountants or disagreements on
accounting and financial disclosure.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the captions "Election of Directors and
Information Regarding Directors", "Executive Officers" and "Compliance with
Section 16(a) of The Exchange Act" on pages 2 through 6 of the Registrant's
Proxy Statement for the 1995 Annual Meeting of Stockholders (herein referred
to as Proxy Statement) is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation and Other
Information" on pages 7 through 10 of the Proxy Statement is incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the caption "Security Ownership of Executive
Officers and Principal Stockholders" on pages 6 through 7 of the Proxy
Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption "Certain Transactions" on pages
10 through 11 of the Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements and Schedules.

7
<PAGE>
(1) Financial Statements -- The information set forth under the
following captions on pages 16 through 23 of the Annual Report is
incorporated by reference. Page references are to page numbers in the Annual
Report.
Page

Consolidated Statements of Income 16
Consolidated Balance Sheets 17
Consolidated Statements of Cash Flows 18
Consolidated Statements of Stockholders' Equity 19
Report of Independent Public Accountants 19
Notes to Consolidated Financial Statements 20-23

(2) Financial Statement Schedules -- The consolidated financial
statement schedule set forth under the following caption is included herein.
The page reference is to the consecutively numbered pages of this report on
Form 10-K.
Page

Report of Independent Public Accountants on Schedule 12
Schedule II -- Valuation and Qualifying Accounts 13

(3) Exhibits -- The response to this portion of Item 14 is submitted
as a separate section of this report on Form 10-K (see Exhibit Index).

(4) Reports on Form 8-K -- A report on Form 8-K, dated December 21,
1994, regarding the approval by the Company's Board of Directors on December
20, 1994 of the change of the Company's fiscal year from a February 28 year-
end to a December 31 calendar year-end.

FORM 11-K INFORMATION INCLUDED HEREIN RELATED TO
STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

Stock Option Plan

The Company's Stock Option Plan (the Stock Option Plan) is a nonqualified
plan that provides for the grant of options to management employees. Options
are granted at prices equal to the market value of the common stock on the
date the option is granted. The options are exercisable over a period
(determined by the Option Committee of the Board of Directors) not to exceed
ten years and one day from the date of grant. Stock appreciation rights may
also be granted at the same time as participants are awarded stock options.

Stock appreciation rights are exercisable at a time when the related options
may be exercised. The maximum number of shares of common stock that may be
optioned under the Stock Option Plan is 2,000,000 shares. Additionally, the
maximum number of shares which may be optioned to any one person under the
Stock Option Plan is 500,000 shares. Members of the Option Committee are not
eligible to participate in the Stock Option Plan while members of the Option
Committee.

8
<PAGE>
Current members of the Option Committee are:

Clarence L. Werner Irving B. Epstein
Werner Enterprises, Inc. Epstein & Epstein
P.O. Box 37308 Suite 123
Omaha, NE 68137 10050 Regency Cr.
Omaha, NE 68114

Curtis G. Werner Martin F. Thompson
Werner Enterprises, Inc. 5145 S. 184th Plaza
P.O. Box 37308 Omaha, NE 68135
Omaha, NE 68137

These persons do not receive compensation for their services as members of
the Option Committee, except outside directors, who receive a fee of $1,500
for each meeting of the Option Committee they attend if not held on a day on
which a meeting of the Board of Directors is held.

During 1993, options to purchase 356,750 and 83,000 shares of common stock
were granted under the Stock Option Plan at exercise prices of $22.50 and
$24.00 respectively. As of December 31, 1994, 980,200 shares were available
for granting further options and options for 733,400 shares were outstanding
at prices of $6.625 to $24.00 per share, of which options for 302,800 shares
were exercisable. Options granted become exercisable in installments from
six to sixty-six months after the date of grant. No stock appreciation
rights are outstanding. All employees to whom options were granted were
provided with a copy of the Stock Option Plan's Prospectus, as well as the
Company's most recent Annual Report.

Employee Stock Purchase Plan

Any person employed by the Company or any subsidiary at least 90 days and who
is employed at least 20 hours per week on a regular basis may participate in
the Company's Employee Stock Purchase Plan (the Purchase Plan). Eligible
participants designate the amount of regular payroll deductions and/or a
single annual payment, subject to a $1,950 yearly maximum amount, that will
be used to purchase shares of the Company's common stock on the Over-The-
Counter Market subject to the terms of the Purchase Plan. The Company
contributes an amount equal to 15% of each participant's contributions under
the Purchase Plan. Interest accrues on Purchase Plan contributions at a rate
of 5.25%. The broker's commissions and administrative charges related to
purchases of common stock under the Purchase Plan are paid by the Company.
As of December 31, 1994, 392 employees were participating in the Purchase
Plan.

The administrator of the Purchase Plan is John J. Steele, Vice President -
Controller and Secretary of the Company, Post Office Box 37308, Omaha,
Nebraska 68137. Mr. Steele has received no compensation for his services as
administrator.

The broker utilized by the Company to make purchases under the Purchase Plan
is Smith Barney Shearson Inc., 388 Greenwich Street, New York, New York
10048. The total amount of compensation received by Smith Barney Shearson
Inc. from the Purchase Plan for services in all capacities during the fiscal
year ended December 31, 1994 was $7,405. Participants were provided with a
copy of the Purchase Plan's Prospectus, as well as the Company's most recent
Annual Report and any quarterly reports prepared since the Annual Report.

9
<PAGE>
Following each purchase under the Purchase Plan, each participant receives a
statement from the broker detailing the number of shares purchased, the
purchase price, and the accumulated number of shares owned by the
participant.

On March 7, 1995, the Company's Board of Directors approved amending the
Purchase Plan to change the stock purchase periods and purchase dates to
correspond to the Company's new calendar quarters.

10
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 24th day
of March, 1995.

WERNER ENTERPRISES, INC.

By: /s/ Robert E. Synowicki, Jr.
Robert E. Synowicki, Jr.
Vice President, Treasurer and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

Signature Position Date

/s/ Clarence L. Werner Chairman of the Board, March 24, 1995
Clarence L. Werner Chief Executive Officer
and Director

/s/ Gary L. Werner Vice Chairman, President March 24, 1995
Gary L. Werner and Director

/s/ Curtis G. Werner Executive Vice President, March 24, 1995
Curtis G. Werner Chief Operating Officer
and Director

/s/ Gregory L. Werner Vice President-Maintenance March 24, 1995
Gregory L. Werner and Director

/s/ Robert E. Synowicki, Jr. Vice President, Treasurer March 24, 1995
Robert E. Synowicki, Jr. and Chief Financial Officer

/s/ John J. Steele Vice President - Controller March 24, 1995
John J. Steele and Secretary

/s/ Irving B. Epstein Director March 24, 1995
Irving B. Epstein

/s/ Martin F. Thompson Director March 24, 1995
Martin F. Thompson

/s/ Gerald H. Timmerman Director March 24, 1995
Gerald H. Timmerman

/s/ Gail M. Werner-Robertson Director March 24, 1995
Gail M. Werner-Robertson

/s/ Donald W. Rogert Director March 24, 1995
Donald W. Rogert

11
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To the Stockholders and Board of Directors of
Werner Enterprises, Inc.:

We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Werner
Enterprises, Inc.'s annual report to stockholders incorporated by
reference in this Form 10-K, and have issued our report thereon
dated January 26, 1995. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The
schedule listed in Item 14(a)(2) of this Form 10-K is the
responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's
rules and is not a part of the basic consolidated financial
statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Omaha, Nebraska,
January 26, 1995

<PAGE>
SCHEDULE II
<TABLE>

WERNER ENTERPRISES, INC.

VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<CAPTION>

Balance at Charged to Writeoff Balance at
Beginning Costs and of Doubtful End of
of Period Expenses Accounts Period
<S> <C> <C> <C> <C>
Year ended December 31, 1994:
Allowance for doubtful accounts $2,552 $455 $216 $2,791

Year ended December 31, 1993:
Allowance for doubtful accounts $2,444 $360 $252 $2,552

Year ended December 31, 1992:
Allowance for doubtful accounts $2,211 $360 $127 $2,444

</TABLE>

13
<PAGE>

EXHIBIT INDEX

Exhibit Page Number or Incorporated
Number Description by Reference to

3(i)(A) Revised and Amended Articles Exhibit 3 to Registration
of Incorporation Statement on Form S-1,
Registration No. 33-5245

3(i)(B) Articles of Amendment to Exhibit 3(i) to the
Articles of Incorporation Company's report on Form
10-Q for the quarter ended
May 31, 1994

3(ii) Revised and Amended By-Laws Page 15 of sequentially
Numbered pages

9 Voting Trust Agreement Exhibit 9 to Registration
Statement on Form S-1,
Registration No. 33-5245

9.2 Amendment to Voting Trust Exhibit 9.2 to Registration
Agreement Statement on Form S-1,
Registration No. 33-12923

9.3 Amendment No. 2 to Voting Page 25 of sequentially
Trust Agreement numbered pages

9.4 Amendment No. 3 to Voting Page 27 of sequentially
Trust Agreement numbered pages

9.5 Amendment No. 4 to Voting Page 29 of sequentially
Trust Agreement numbered pages

10 Amended and Restated Stock Exhibit 10 to the Company's
Option Plan report on Form 10-Q for the
quarter ended May 31, 1994

13 Incorporated by reference Page 31 of sequentially
sections of Annual Report numbered pages
to Stockholders for the
year ended December 31, 1994

21 Subsidiaries of the Page 44 of sequentially
Registrant numbered pages

23 Consent of Arthur Andersen LLP Page 45 of sequentially
numbered pages

27 Financial Data Schedule Page 46 of sequentially
numbered pages

14
<PAGE>

REVISED AND AMENDED BY-LAWS
OF
WERNER ENTERPRISES, INC.
(Amended March 7, 1995)

ARTICLE I.
SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the Shareholders
shall be held on the second Tuesday in the month of May in each year, or such
other time on such other day within such month as shall be fixed by the Board
of Directors, for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday in the State of Nebraska, such meeting
shall be held on the next succeeding business day. Annual meetings shall be
held in the office of the corporation or at such other place, either within or
without the State of Nebraska, as shall be determined by the Board of
Directors. If the election of Directors shall not be held on the day
designated herein for any annual meeting of the Shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the Shareholders as soon thereafter as
conveniently may be.

Section 2. Special Meetings. Special meetings of the Shareholders
may be called by the Chairman of the Board, the President or a majority of
the Board of Directors. Special meetings shall be held at such place, either
within or without the State of Nebraska, as shall be stated in the notice.

Section 3. Notice of Meeting. Written or printed notice stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting, to
each Shareholder of record entitled to vote at such meeting.

Section 4. Closing of Transfer Books or Fixing of Record
Date. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or Shareholders entitled to receive payment of any
dividend, or in order to make a determination of Shareholders for any other
proper purpose, the Board of Directors of the corporation may provide that
the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining Shareholders entitled to notice of or
to vote at a meeting of Shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the
stock transfer

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books, the Board of Directors may fix in advance a date as the record date for
any such determination of Shareholders, such date in any case to be not more
than fifty (50) days and, in the case of a meeting of Shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of Shareholders, is to be taken. If the stock transfer
books are not closed and no record date is fixed for the determination of
Shareholders entitled to notice of or to vote at a meeting of Shareholders,
or Shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of Shareholders. When a
determination of Shareholders entitled to vote at any meeting of Shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof.

Section 5. Voting Record. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at least
ten (10) days before each meeting of Shareholders, a complete record of the
Shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order with the address of and the number of shares
held by each. For a period of ten (10) days prior to such meeting, the list
shall be kept on file at the registered office of the corporation and shall
be subject to inspection by any Shareholder at any time during usual business
hours. Such record, or a duplicate thereof, shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any Shareholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
Shareholders entitled to examine such record or transfer books or to vote at
any meeting of Shareholders.

Section 6. Quorum. A majority of the outstanding shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of Shareholders. The holders or their representatives of a majority
of the shares present at a meeting, even though less than a majority of the
shares outstanding, may adjourn the meeting from time to time without notice
other than an announcement at the meeting, until such time as a quorum is
present. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the original
meeting. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the Shareholders, unless the vote of a greater number is
required by law, by the Articles of Incorporation, or by these By-Laws.

Section 7. Proxies. At all meetings of the Shareholders, a
Shareholder may vote either in person or by proxy executed in writing by a
Shareholder or his duly authorized attorney in fact. Proxies solicited on
behalf of the management shall be voted as directed by the Shareholder or, in
the absence of such direction, as determined by a majority of the Board of
Directors. No proxy shall be valid after eleven (11) months from the date of
its execution unless otherwise provided in the proxy.

Section 8. Voting of Shares. Subject to the provisions of Sections
9 and 10 of this Article I, each Shareholder entitled to vote shall be
entitled to one (1) vote for each share of stock held by him upon each matter
submitted to a vote at a meeting of Shareholders.

Section 9. Voting of Shares by Certain Holders. Treasury shares
shall not be voted at any meeting or counted in determining the total number
of outstanding shares at any given time.

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Shares standing in the name of another corporation may be voted by such
officer, agent, or proxy as the By-Laws of such corporation may prescribe, or
in the absence of such provision, as the Board of Directors of such
corporation may determine.

Shares held by an administrator, executor, guardian, or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.

Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the Court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Section 10. Cumulative Voting. At each election for directors,
every Shareholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected and for whose election he has a
right to vote, or to cumulate said shares and give one candidate as many votes
as the number of directors multiplied by the number of his shares shall equal,
or to distribute them upon the same principle among as many candidates as he
shall think fit.

Section 11. Informal Action by Shareholders. Any action required
to be taken at a meeting of the Shareholders, or any action which may be taken
at a meeting of the Shareholders, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
Shareholders entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of
Shareholders and may be stated as such in any articles or document filed with
the Secretary of State under applicable state law.

Section 12. Inspectors of Election. In advance of any meeting of
Shareholders, the Board of Directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either one (1) or
three (3). If the Board of Directors so appoints either one (1) or three (3)
inspectors, that appointment shall not be altered at the meeting. If
inspectors of election are not so appointed, the Chairman of the Board of
Directors or the President may make such appointment at the meeting. In case
any person appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the Board of Directors in advance
of the meeting or at the meeting by the Chairman of the Board of Directors or
the President.

Unless otherwise prescribed by applicable regulations, the duties of
such inspectors shall include: determining the number of shares of stock and
the voting power of each share, the shares of stock represented at the
meeting, the existence of a quorum, the authenticity, validity, and effect of
proxies; receiving votes, ballots, or consents; hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining the result;
and such acts as may be proper to conduct the election or vote with fairness
to all Shareholders.

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Section 13. Nominations. The Board of Directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the
death or other incapacity of a management nominee, the nominating committee
shall deliver written nominations to the Secretary no less than fifteen (15)
days prior to the date of the annual meeting. Provided such committee makes
such nominations, no nominations for directors except those made by the
nominating committee shall be voted upon at the annual meeting unless other
nominations by Shareholders are made in writing and delivered to the Secretary
of the corporation at least ten (10) days prior to the date of the annual
meeting.

Section 14. New Business. Any new business to be taken up at the
annual meeting shall be stated in writing and filed with the Secretary of the
corporation at least twenty (20) days before the date of the annual meeting,
and all business so stated, proposed and filed shall be considered at the
annual meeting, but no other proposal shall be acted upon at the annual
meeting. Any Shareholder may make any other proposal at the annual meeting
and the same may be discussed and considered, but, unless stated in writing
and filed with the Secretary at least twenty (20) days before the meeting,
such proposal shall be laid over for action at an adjourned, special, or
annual meeting of the Shareholders taking place thirty (30) days or more
thereafter. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers, directors and
committees, but, in connection with such reports, no new business shall be
acted upon at such annual meeting unless stated and filed as herein provided.

ARTICLE II
DIRECTORS

Section 1. Number and Qualifications. The business and affairs
of the corporation shall be managed by a Board of Directors consisting of
nine (9) Directors. The Directors need not be residents of the State of
Nebraska, nor Shareholders of the corporation. Although the number and
qualifications of the Directors may be changed from time to time by amendment
to these By-Laws, no change shall affect the incumbent Directors during the
terms for which they were elected.

Section 2. Classification of Board. The Board of Directors
shall be divided, with respect to the time during which the Directors shall
hold office, into classes which are designated as Classes I, II and III. The
number of Directors in each such class shall be the same as in each other
such class to the extent possible. When creating a new directorship through
expansion of the size of the Board of Directors or when eliminating a
directorship through reduction of the size of the Board of Directors, the
Board shall designate the class of the new or eliminated directorship and any
newly created or eliminated directorships resulting from an increase or
decrease shall be apportioned by the Board among the classes of Directors so
as to maintain such classes as nearly equal as possible. The term of office
of the Class I will expire at the 1995 annual meeting of Shareholders, the
term of office of the Class II will expire at the 1996 annual meeting of
Shareholders and the term of office of the Class III will expire at the 1997
annual meeting of Shareholders with Directors in each class to hold office
until his or her successor shall have been duly elected and qualified. The
class into which each Director elected at the 1994 annual meeting of
Shareholders shall be designated and the Directors then elected will hold
office for terms corresponding to their respective class. At each subsequent
annual meeting of Shareholders, Directors elected to succeed those Directors
whose terms then expire shall be elected for a term of office to expire at
the third succeeding annual meeting of Shareholders after their

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election, with each Director to hold office until his or her successor is
elected and qualified.

Section 3. Removal and Vacancies. A Director may be removed by
vote of the holders of a majority of the shares entitled to vote at an
election of Directors which vote is taken at a meeting of the Shareholders
called expressly for that purpose. However, if less than the entire Board is
to be removed at such special meeting, then no individual Director may be
removed if the votes cast against the removal of such Director would be
sufficient to elect such Director if then cumulatively voted at an election
of Directors for the class of which such Director is a member. Any vacancies
in the Board of Directors, occurring for any reason, shall be filled by the
vote of the remaining Directors, even if less than a quorum, or by a sole
remaining Director. The Director class of any Directors chosen to fill
vacancies shall be designated by the Board and such Directors shall hold
office until the next election of Directors of the class of which they are a
member and until their successors shall be elected and qualified.

Section 4. Quorum. A majority of the number of directors fixed by
the By-Laws shall constitute a quorum for the transaction of any business at
any meeting of the Board of Directors. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors, unless a greater number is specified by the Articles of
Incorporation or these By-Laws. If less than a quorum is present at any
meeting, the majority of these present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
is present.

Section 5. Annual Meeting. The annual meeting of the Board of
Directors shall be held without notice other than this By-Law immediately
following adjournment of the annual meeting of Shareholders and shall be held
at the same place as the annual meeting of Shareholders unless some other
place is agreed upon.

Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President or a
majority of the Board of Directors, and shall be held at the office of the
corporation or at such other place, either within or without the State of
Nebraska, as the notice may state.

Section 7. Notice. Notice of special meetings shall be mailed to
each director at his last known address at least five (5) days prior to the
date of holding said meetings. Any director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

Section 8. Action Without a Meeting. Any action required to be
taken at a meeting of the Board of Directors, or of any committee, may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote. The consent may be executed by the directors in counterparts.

Section 9. Voting. At all meetings of the Board of Directors, each
director shall have one (1) vote irrespective of the number of shares he may

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hold. Members of the Board of Directors may vote and participate in meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other.

Section 10. Presumption of Assent. A director of the corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

Section 11. Compensation. By resolution of the Board of Directors,
the directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as director. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

Section 12. Committees. The Board of Directors may, by resolution
or resolutions passed by a majority of the whole Board, appoint an executive
committee, an audit committee, and one or more other committees, each
committee to consist of two (2) or more directors of the corporation, which
committees shall, to the extent permitted by law, have and may exercise such
powers of the Board of Directors in the management of the business and
affairs of the corporation as shall be delegated to them.

Section 13. Advisory Directors. The Board of Directors may by
resolution appoint advisory directors to the Board, who shall serve as
directors emeritus, and shall have such authority and receive such
compensation and reimbursement as the Board of Directors shall provide.
Advisory directors shall not have the authority to participate by vote in the
transaction of business.

ARTICLE III
OFFICERS

Section 1. Number and qualifications. The officers of the
corporation shall be a Chairman of the Board, a President, one or more
Vice-Presidents (as the Board of Directors shall determine), a Secretary, and
a Treasurer and such other officers and agents as may be deemed necessary by
the Board of Directors. Any two (2) or more offices may be held by the same
person.

Section 2. Election and Tenure. The officers of the corporation
shall be elected by the Board of Directors at its annual meeting. Each
officer shall hold office for a term of one (1) year or until his successor
shall have been duly elected and shall have become qualified, unless his
service is specified by an employment contract of greater length or is
terminated sooner because of death, resignation, or otherwise. The Board of
Directors may authorize the corporation to enter into an employment contract
with any officer in accordance with state law.

Section 3. Removal. Any officer or agent of the corporation,
elected or appointed by the Board of Directors, may be removed by the Board
of Directors whenever in its judgment the best interests of the corporation
should be served thereby, but such removal shall be without prejudice to the
contract rights, if

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any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.

Section 4. Vacancies. Vacancies occurring in any office by reason
of death, resignation, or otherwise may be filled by the Board of Directors
at any meeting.

Section 5. Chairman of the Board. The Chairman of the Board shall
be the Chief Executive Officer of the corporation and, subject to the control
of the Board of Directors, shall, in general, supervise and control all of the
business and affairs of the corporation. He shall, when present, preside at
all meetings of the Shareholders and of the Board of Directors. He may sign,
with the Secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by the By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incidental to the office of President
and such other duties as may be prescribed by the Board of Directors from
time to time.

Section 6. The President. The President shall be the principal
operating officer of the corporation and, subject to the control of the Board
of Directors and the direction of the Chairman of the Board, shall in general
supervise and control the operation of the business and affairs of the
corporation. He shall, in the absence of the Chairman of the Board, preside
at all meetings of the Shareholders and of the Board of Directors. He may
sign, with the Secretary or any other proper officer of the corporation,
certificates for shares of the corporation, and deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof shall
be expressly delegated by the Board of Directors or by these By-Laws to some
other officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general, shall perform all duties
incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

Section 7. The Vice-Presidents. In the absence of the President
or in the event of his death, inability, or refusal to act, the Vice-President
(or in the event there shall be more than one Vice-President, the
Vice-Presidents in the order designated at the time of their election, or in
the absence of any such designation, then in the order of their election)
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Any
Vice-President may sign with the Secretary or any other proper officer of the
corporation, certificates for shares of the corporation; and shall perform
such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.

Section 8. Secretary. The Secretary shall: (a) keep minutes of
the proceedings of the Shareholders and of the Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by law; (c)
be the custodian of the corporate records and of the seal of the corporation
and see that the seal of the corporation is affixed to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder (e)
sign with the Chairman of the Board of Directors, President or a
Vice-President, certificates for shares of

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the corporation, the issuance of which shall be authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books
of the corporation; and (g) in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

Section 9. The Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies, or in other
depositories as shall be selected in accordance with the provisions of these
By-Laws; and (c) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned by
the President or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

Section 10. Other Officers. Other officers shall perform such
duties and have such powers as may be assigned to them by the Board of
Directors.

Section 11. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.

ARTICLE IV
SEAL

The corporate seal of the corporation shall contain the name of the
corporation and shall be in such form as the Board of Directors shall
prescribe.

ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. The shares of the corporation
shall be represented by certificates signed by the Chairman of the Board of
Directors or by the President or a Vice-President and by the Treasurer or by
the Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. Any or all of the signatures upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation
itself or an employee of the corporation. If an officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before the certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer at the
date of its issue.

Section 2. Form of Share Certificates. Each certificate
representing shares shall state upon the face thereof; that the corporation
is organized under the laws of the State of Nebraska; the name of the person
to whom issued; the number and class of shares; the designation of the
series, if any, which such certificate represents; the par value of each
share represented by such certificate, or a statement that the shares are
without par value. Other matters in regard to the form of the certificates
shall be determined by the Board of Directors.

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Section 3. Loss or Destruction. In case of loss or destruction of
a certificate of stock, no new certificate shall be issued in lieu thereof
except upon satisfactory proof to the Board of Directors of such loss or
destruction, and upon the giving of satisfactory security by bond or
otherwise against loss to the corporation.

Section 4. Transfer of Shares. Transfer of shares of capital
stock of the corporation shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
such authority, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the corporation. Such transfer shall be made
only on surrender for cancellation of the certificate for such shares. The
person in whose name shares of capital stock stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for
all purposes.

ARTICLE VI
DIVIDENDS AND BANK ACCOUNT

Section 1. Dividends. In addition to other dividends authorized by
law, the Board of Directors, by resolution, may from time to time declare
dividends to be paid out of the unreserved and unrestricted earned surplus of
the corporation, but no dividend shall be paid when the corporation is
insolvent, when the payment thereof would render the corporation insolvent or
when otherwise prohibited by law.

Section 2. Bank Account. The funds of the corporation shall be
deposited in such banks, trust funds, or depositories as the Board of
Directors may designate and shall be withdrawn upon the signature of the
President and upon the signatures of such other person or persons as the
directors may by resolution authorize.

ARTICLE VII
AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.

ARTICLE VIII
WAIVER OF NOTICE

Whenever any notice is required to be given to any Shareholder or
Director of the corporation under the provisions of the Articles of
Incorporation or under the provisions of applicable state law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.

ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

At the discretion of the Board of Directors, and subject to the
provisions of the Articles of Incorporation, the corporation may indemnify
any person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee,

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or other agent of another corporation, partnership, trust, or other enterprise
as permitted by the Nebraska Business Corporation Act, as amended from time to
time.

ARTICLE X
DIRECTORS' INTEREST IN CONTRACTS

In the absence of fraud, no contract or other transaction between the
corporation and any other person, corporation, firm, syndicate, association,
partnership or joint venture shall be either void or voidable or otherwise
affected by reason of the fact that one or more directors of the corporation
are or become directors or officers of such other corporation, firm,
syndicate or association or members of such partnership or joint venture, or
are pecuniarily or otherwise interested in such contract or transaction,
provided that (1) the fact such director or directors of the corporation are
so situated or so interested, or both, is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the contract
or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; (2) that such
fact is disclosed or known to the Shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by vote or written
consent; or (3) the contract or transaction is fair and reasonable to the
corporation. Any director of the corporation who is also a director or
officer of such other corporation, firm, syndicate, or association, or a
member of such partnership or joint venture or is pecuniarily or otherwise
interested in such contract or transaction, may be counted for the purpose of
determining the presence of a quorum at any meeting of the Board of Directors
which shall authorize any such contract or transaction.

ARTICLE XI
FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of the corporation shall
begin on the 1st day of January in each year, or at such other time as may be
determined by the Board of Directors.

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AMENDMENT NO. TWO TO VOTING TRUST AGREEMENT OF MARCH 3, 1986

THIS AMENDMENT NO. TWO TO VOTING TRUST AGREEMENT made this 23rd day of
September, 1991, by and between, Gary L. Werner, Gregory L. Werner, Gail
Werner Robertson, and Curtis G. Werner, hereinafter referred to as
"Stockholders", and Clarence L. Werner, hereinafter referred to as "Trustee".

WHEREAS, Stockholders do own stock in Werner Enterprises, Inc., a
Nebraska corporation, and did on March 3, 1986, enter into a Voting Trust
Agreement, which subjected the following shares (the "Shares") of stock to
said Agreement:

Stockholder Number of Shares

Gary L. Werner 339,900
Gregory L. Werner 339,900
Gail Werner Robertson 339,900
Curtis G. Werner 339,900

TOTAL 1,359,600

and

WHEREAS, said Voting Trust Agreement was amended March 18, 1991 by
providing that Trustee was to sell 130,000 shares of Gary L. Werner and
10,000 shares of Gregory L. Werner, which resulted in stock subject to the
Voting Trust Agreement as follows:

Stockholder Number of Shares

Gary L. Werner 209,900
Gregory L. Werner 329,900
Gail Werner Robertson 339,900
Curtis G. Werner 339,900

TOTAL 1,219,600

and

WHEREAS, said Voting Trust Agreement restricts the right of sale of stock.

NOW, THEREFORE, IN C0NSIDERATION OF THEIR MUTUAL PROMISES, it is agreed
as follows:

1. Clarence L. Werner, Trustee, is authorized by the Stockholders to
sell (a) 100,000 shares of common stock of Werner Enterprises, Inc. held for
the benefit of Gary L. Werner, and (b) 100,000 shares of common stock of
Werner Enterprises, Inc. held for the benefit of Gregory L. Werner, and (c)
100,000 shares of common stock of Werner Enterprises, Inc. held for the
benefit of Gail Werner Robertson, and (d) 100,000 shares of common stock of
Werner Enterprises, Inc. held for the benefit of Curtis G. Werner.

2. All stockholders release and waive their right of first refusal to
acquire common stock being sold, and do further consent to the sale of said
common stock, and the resultant consequences upon the voting power of the
Voting Trust Agreement.

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3. All other terms and conditions not hereinabove amended, of Voting
Trust Agreement executed March 3, 1986. shall remain in full force and effect.

4. This Agreement shall be binding upon all personal representatives,
heirs, successors and assigns of all parties hereto.

IN WITNESS WHEREOF, Trustee and Stockholders hereby execute this
Agreement and so state the number of shares of common stock of Werner
Enterprises, Inc. that remains subject to the terms of the Voting Trust
Agreement executed March 3, 1986.

DATED this 23rd day of September, 1991, at Omaha, Nebraska.

TRUSTEE:

/s/ Clarence L. Werner
_______________________________
Clarence L. Werner

STOCKHOLDERS: NO. OF SHARES

/s/ Gary L. Werner
_______________________________
Gary L. Werner 109,900

/s/ Gregory L. Werner
_______________________________
Gregory L. Werner 229,900

/s/ Gail Werner Robertson
_______________________________
Gail Werner Robertson 239,900

/s/ Curtis G. Werner
_______________________________
Curtis G. Werner 239,900

819,600

-2-

26
<PAGE>

AMENDMENT NO. THREE TO VOTING TRUST AGREEMENT OF MARCH 3, 1986

THIS AMENDMENT NO. THREE TO VOTING TRUST AGREEMENT made this 21st day of
October, 1991, by and between Gary L. Werner, Gregory L. Werner, Gail Werner
Robertson, Curtis G. Werner, hereinafter referred to as "Stockholders", and
Clarence L. Werner, hereinafter referred to as "Trustee".

Stockholder Number of Shares

Gary L. Werner 339,900
Gregory L. Werner 339,900
Gail Werner Robertson 339,900
Curtis G. Werner 339,900

TOTAL 1,359,600

and

WHEREAS, said Voting Agreement has been heretofore amended by providing
that the Trustee was to sell certain shares of Stockholders so that the
present stock subject to the Voting Trust Agreement is as follows:

Stockholder Number of Shares

Gary L. Werner 109,900
Gregory L. Werner 229,900
Gail Werner Robertson 239,900
Curtis G. Werner 239,900

TOTAL 819,600

and

WHEREAS, said Voting Trust Agreement restricts the right of sale of stock.

NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES, it is agreed
as follows:

1. Clarence L. Werner, Trustee, is authorized by the Stockholders to
sell shares of stock in such amount as determined by Trustee, but not more
than 28,750 shares for the benefit of each of Gary L. Werner, Gregory L.
Werner, Gail Werner Robertson and Curtis G. Werner.

3. All other terms and conditions not herein above amended, of Voting
Trust Agreement executed March 3, 1986, shall remain in full force and
effect.

27
<PAGE>
4. This Agreement shall be binding upon all personal representatives,
heirs, successors and assigns of the parties hereto.

DATED this 21st day of October, 1991, at Omaha, Nebraska.

TRUSTEE:

/s/ Clarence L. Werner
_______________________________
Clarence L. Werner

STOCKHOLDERS: NO. OF SHARES

/s/ Gary L. Werner
_______________________________
Gary L. Werner 81,150

/s/ Gregory L. Werner
_______________________________
Gregory L. Werner 201,150

/s/ Gail Werner Robertson
_______________________________
Gail Werner Robertson 211,150

/s/ Curtis G. Werner
_______________________________
Curtis G. Werner 211,150

TOTAL 704,600

-2-

28
<PAGE>

AMENDMENT NO. FOUR TO VOTING TRUST AGREEMENT OF MARCH 3. 1986

THIS AMENDMENT NO. FOUR TO VOTING TRUST AGREEMENT made this 4th day of
October, 1993, by and between Gary L. Werner, Gregory L. Werner, Gail Werner
Robertson, Curtis G. Werner, hereinafter referred to as "Stockholders", and
Clarence L. Werner, hereinafter referred to as "Trustee".

WHEREAS, Stockholders do own stock in Werner Enterprises, Inc, a
Nebraska corporation, and did on March 3, 1986, enter into a Voting Trust
Agreement, which subjected the following shares (the "Shares") of stock to
said Agreement:

Stockholder Number of Shares

Gary L. Werner 339,900
Gregory L. Werner 339,900
Gail Werner Robertson 339,900
Curtis G. Werner 339 900

TOTAL 1,359,600

and

Stockholder Number of Shares

Gary L. Werner 162,300
Gregory L. Werner 402,300
Gail Werner Robertson 422,300
Curtis G. Werner 422,300

TOTAL 1,409,200

and

WHEREAS, said Voting Trust Agreement restricts the right of sale of stock.

NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES, it is agreed
as follows:

1. Clarence L. Werner, Trustee, is authorized by the Stockholders to
sell shares of stock in such amount as determined by Trustee, but not more
than 143,750 shares for the benefit of each of Gary L. Werner, Gregory L.
Werner, Gail Werner Robertson and Curtis G. Werner.

29
<PAGE>
2. All stockholders release and waive their right to first refusal to
acquire common stock being sold, and do further consent to the sale of said
common stock, and the resultant consequences upon the voting power of the
Voting Trust Agreement.

3. All other terms and conditions not hereinabove amended, of Voting
Trust Agreement executed March 3, 1986, shall remain in full force and effect.

4. This Agreement shall be binding upon all personal representatives,
heirs, successors and assigns of the parties hereto.

TRUSTEE:

/s/ Clarence L. Werner
_______________________________
Clarence L. Werner

STOCKHOLDERS:

/s/ Gary L. Werner
_______________________________
Gary L. Werner

/s/ Gregory L. Werner
_______________________________
Gregory L. Werner

/s/ Gail Werner Robertson
_______________________________
Gail Werner Robertson

/s/ Curtis G. Werner
_______________________________
Curtis G. Werner

30
<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share amounts)

1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Operating revenues $516,006 $418,308 $361,791 $318,478 $300,509

Income before cumulative
effect of change in
accounting principle 36,662 29,964 24,138 18,990 18,076

Net income 36,662 29,964 23,084 18,990 18,076

Earnings per share* 1.45 1.28 1.06 .83 .78

Cash dividends
declared per share .10 .09 .08 .07 .06

Return on average
stockholders' equity* 14.1% 15.9% 15.9% 14.4% 15.4%

Book value per share* 10.97 9.68 7.12 6.17 5.40

Total assets 453,637 373,375 288,664 250,613 245,546

Long-term obligations 30,000 - 7,009 11,592 34,238

Stockholders' equity 276,414 245,004 162,872 140,481 122,931

</TABLE>
*After giving retroactive effect for the September 1992, two-for-one stock
split (all years presented) and before the cumulative effect of a change
in accounting principle in 1992.

31
<PAGE>
WERNER ENTERPRISES, INC.
<TABLE>
<CAPTION>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following table sets forth the percentage relationship of income and
expense items to operating revenues for the years indicated.

1994 1993 1992
<S> <C> <C> <C>
Operating revenues 100.0% 100.0% 100.0%

Operating expenses
Salaries, wages and benefits 35.6 35.8 39.0
Fuel 8.2 9.8 10.9
Supplies and maintenance 8.8 8.9 8.7
Taxes and licenses 8.7 8.8 9.6
Insurance and claims 3.3 3.8 4.2
Depreciation 10.4 10.6 10.9
Rent and purchased transportation 12.1 8.6 4.1
Communications and utilities 1.8 1.9 1.3
Other (.6) (.4) -
Total operating expenses 88.3 87.8 88.7

Operating income 11.7 12.2 11.3
Net interest expense and other .1 .3 .2
Income before income taxes 11.6 11.9 11.1
Income taxes 4.5 4.7 4.4
Income before cumulative effect of
change in accounting principle 7.1 7.2 6.7
Cumulative effect on prior years of
change in accounting principle - - .3
Net income 7.1% 7.2% 6.4%
</TABLE>
<TABLE>
The following table sets forth certain industry data regarding the freight
revenues and operations of the Company.
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Operating ratio 88.3% 87.8% 88.7% 89.7% 88.8%
Average revenues per tractor per week (1) $2,563 $2,507 $2,533 $2,430 $2,381
Average annual miles per 120,312 122,304 124,992 121,728 121,824
Average miles per trip 835 881 959 1,032 1,046
Average revenues per mile (1) $1.108 $1.066 $1.054 $1.038 $1.017
Total tractors operated (at year end)
Company owned 3,473 3,085 2,678 2,488 2,450
Owner-operator owned 527 442 222 78 11
Total tractors 4,000 3,527 2,900 2,566 2,461

Total trailers operated (at year end) 10,300 8,420 6,573 5,549 5,124
</TABLE>
(1) Net of fuel surcharge revenues.

32
<PAGE>
WERNER ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

1994 COMPARED TO 1993
Operating revenues grew 23% due to a 19% increase in the average number
of tractors in service and revenue per mile increases averaging
approximately 4%, net of a 2% decrease in average annual miles per tractor.
Continued expansion into regional short-haul and dedicated markets caused a
5% decrease in the average miles per trip, while the total number of
shipments increased 25%. The operating ratio (operating expenses expressed
as a percentage of operating revenues) increased from 87.8% to 88.3%, as
described below.
Owner-operator tractors represented a larger percentage of total
tractors during 1994 than during 1993, which caused a shift in expenses as
a percentage of operating revenues from the salaries, wages and benefits;
fuel; supplies and maintenance; taxes and licenses; and depreciation
categories (owner-operators are independent contractors and are responsible
for these costs under their contracts with the Company; conversely, the
Company incurs such costs when a Company driver is driving a Company-owned
tractor) to the rent and purchased transportation category.
Salaries, wages and benefits costs decreased as a percentage of
operating revenues due primarily to the increase in owner-operators,
partially offset by a 2 cent per mile driver pay increase effective May 1,
1994, retention of more experienced, higher paid drivers, and other driver
pay increases. These driver pay increases have continued to help the
Company attract and retain qualified drivers.
Fuel costs decreased as a percentage of operating revenues due
primarily to the increase in owner-operators who purchase their own fuel,
as well as improved fuel efficiency and slightly lower average fuel prices
during the year. Supplies and maintenance decreased slightly as a
percentage of operating revenues, as the effect of the increase in owner-
operators was substantially offset by increased driver advertising, tolls,
and third-party loading and unloading costs. Taxes and licenses decreased
slightly as a percentage of operating revenues due primarily to the
increase in owner-operators, partially offset by the effect of the Federal
diesel fuel tax increase of 4.3 cents per gallon effective October 1, 1993.
Insurance and claims expense decreased from 3.8% to 3.3% of operating
revenues due principally to continued improvement in claims handling and
experience. Depreciation decreased as a percentage of operating revenues
due primarily to the increase in owner-operators, partially offset by an
increase in the trailer to tractor ratio. Trailer additions were made
primarily to improve service for customers and maintain tractor
productivity.
Communications and utilities decreased slightly as a percentage of
operating revenues. A shift will occur in expenses of future periods from
the communications and utilities category to the depreciation category due
to the November 1994 purchase of satellite tracking equipment which had
previously been leased.
Other operating expenses decreased to (.6%) of operating revenues due
to an increase in gains recognized on the sale of revenue equipment,
primarily tractors.
The Company's effective income tax rate (income tax expense divided by
income before income taxes) decreased from 39.7% in 1993 to 38.9% in 1994,
as described in Note 5 of the Notes to Consolidated Financial Statements.

1993 COMPARED TO 1992
Operating revenues increased 16% due to a 17% increase in the average
number of tractors in service and revenue per mile increases averaging 1%,
net of a 2% decrease in average annual miles per tractor. Due to continued
expansion into regional short-haul and dedicated markets, the average miles
per trip decreased by 8%, while the number of shipments increased 24%. The
operating ratio decreased from 88.7% to 87.8%, as described below.
The increase in the number of owner-operators caused a shift in
expenses as a percentage of operating revenues from the salaries, wages and
benefits; fuel; supplies and maintenance; taxes and licenses; and
depreciation categories to the rent and purchased transportation expense
category.

33
<PAGE>
WERNER ENTERPRISES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Salaries, wages and benefits increased due primarily to the retention
of more experienced, higher-paid drivers; changes in driver pay policies;
and increases in health insurance benefits. These increases were offset by
favorable workers' compensation claims experience and the shift in costs
from salaries, wages and benefits to rent and purchased transportation due
to the increase in the percentage of owner-operator tractors.
Fuel decreased as a percentage of operating revenues due primarily to
an improvement in the Company's fuel efficiency and the increase in owner-
operators who purchase their own fuel, partially offset by a 2% increase in
average fuel prices for the year. Supplies and maintenance increased
partially due to the Company's conversion, in September 1993, from less
expensive recapped tires to new or newer tires for its trailer fleet to
reduce the number and cost of trailer tire failures, offset in part by the
increase in owner-operator tractors. Taxes and licenses increased due to
the Federal diesel fuel tax increase of 4.3 cents per gallon which became
effective October 1, 1993, offset by the increase in owner-operators.
Insurance and claims decreased from 4.2% to 3.8% of operating revenues
due principally to continued improvement in claims handling and experience.
Depreciation decreased as a percentage of operating revenues due primarily
to the increase in owner-operator tractors. This decrease was offset
partially by the increase in the ratio of trailers to tractors. Trailers
were added to provide convenience for customers and to maintain tractor
productivity, since the decrease in the average length of haul caused more
shipments to occur in the same amount of miles.
Communications and utilities increased due to the installation of
leased satellite communications devices on the Company's entire fleet.
Installation of the devices began in October 1992, and was substantially
completed by May 1993.
Other operating expenses decreased to (.4%) of operating revenues due
to an increase in gains recognized on the sale of revenue equipment,
primarily tractors.
The Company's effective income tax rate increased slightly to 39.7%.
Effective March 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The effect of
adoption of this standard on the Company's results of operations was not
material. (See Notes 1 and 5 of the Notes to Consolidated Financial
Statements for a further discussion of the income tax accounting standard.)
(See Notes 1 and 8 of the Notes to Consolidated Financial Statements
for a discussion of the change in accounting principle in 1992, related to
the accounting method for recognizing operating revenues and related direct
costs.)

LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has relied primarily on cash generated from
operations to fund working capital requirements.
The growth of the Company's business has required significant
investment in new revenue equipment. Net capital expenditures in 1994, 1993
and 1992, were $117,419,000, $109,131,000 and $74,674,000, respectively.
The 1994 capital expenditures were financed primarily with cash generated
from operations and, to a lesser extent, borrowings. The 1993 capital
expenditures were financed with cash generated from operations and a
portion of the net proceeds from the Company's October 1993 public stock
offering. The 1992 capital expenditures were financed principally with cash
generated from operations. The Company has committed to approximately
$51,000,000 of capital expenditures (after trade-in allowances) which is a
portion of its estimated 1995 capital expenditures. The Company expects to
fund these expenditures primarily with cash generated from operations.
From time to time, the Company has and may continue to repurchase
shares of its common stock. The timing and amount of such purchases depends
on market and other factors.
The Company's financial position is strong at December 1994. The
current ratio is 1.54. The Company has $30.0 million of long-term debt and
$276.4 million in stockholders' equity.
Based on the Company's strong financial position, management foresees
no barriers to obtaining sufficient financing, if necessary, to continue
with its growth plans.

34
<PAGE>
WERNER ENTERPRISES, INC.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)
1994 1993 1992
<S> <C> <C> <C>
Operating revenues (Notes 1 and 8) $516,006 $418,308 $361,791

Operating expenses (Note 8):
Salaries, wages and benefits 183,851 149,901 140,953
Fuel 42,017 40,936 39,535
Supplies and maintenance 45,593 37,223 31,553
Taxes and licenses 44,729 36,972 34,701
Insurance and claims 17,208 15,876 15,238
Depreciation 53,722 44,153 39,340
Rent and purchased transportation 62,522 35,984 15,012
Communications and utilities 9,338 7,926 4,605
Other (3,211) (1,586) 89
Total operating expenses 455,769 367,385 321,026

Operating income 60,237 50,923 40,765

Other expense (income):
Interest expense 743 1,540 1,284
Interest income (649) (469) (642)
Other 161 137 224
Total other expense 255 1,208 866

Income before income taxes and cumulative
effect of change in accounting principle 59,982 49,715 39,899
Income taxes (Notes 1 and 5) 23,320 19,751 15,761

Income before cumulative effect of change
in accounting principle 36,662 29,964 24,138

Cumulative effect on prior years of
change in accounting principle - - 1,054

Net income $ 36,662 $ 29,964 $ 23,084

Average common shares outstanding (Note 1) 25,303 23,427 22,811

Earnings per share (Note 1):
Income before cumulative effect of
change in accounting principle $1.45 $1.28 $1.06
Cumulative effect on prior years of
change in accounting principle - - (.05)

Net income $1.45 $1.28 $1.01
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

35
<PAGE>
WERNER ENTERPRISES, INC.
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS

(In thousands) December 31
1994 1993
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (Note 1) $ 11,660 $ 9,815
Accounts receivable, less allowance of
$2,791 and $2,552, respectively 52,522 45,303
Prepaid taxes, licenses, and permits 7,826 6,044
Current deferred income taxes (Notes 1 and 5) 5,000 5,200
Other 11,168 9,291
Total current assets 88,176 75,653

Property and equipment, at cost (Notes 1 and 2)
Land 12,276 10,925
Buildings and improvements 23,885 19,607
Revenue equipment 401,481 336,036
Service equipment and other 41,647 24,504
Total property and equipment 479,289 391,072
Less - accumulated depreciation 113,828 93,350
Property and equipment, net 365,461 297,722
$453,637 $373,375

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,564 $ 12,748
Current maturities of capitalized
lease obligations (Note 2) - 4,552
Insurance and claims accruals (Note 4) 15,642 14,573
Accrued payroll 9,888 7,790
Income taxes payable 5,659 4,801
Driver escrow 2,958 2,591
Other 4,576 4,026
Total current liabilities 57,287 51,081

Long-term debt and capitalized lease obligations,
net of current maturities (Notes 2 and 3) 30,000 - -
Deferred income taxes (Notes 1 and 5) 65,500 53,900
Insurance and claims accruals (Note 4) 21,300 20,300
Other long-term liabilities 3,136 3,090
Commitments and contingencies (Note 7)

Stockholders' equity (Notes 1 and 6):
Common stock, $.01 par value, 60,000,000 shares
authorized; 25,771,200 shares issued; 25,206,816
and 25,322,716 shares outstanding, respectively 258 258
Paid-in capital 100,171 100,044
Retained earnings 181,599 147,466
Less - treasury stock, at cost (5,614) (2,764)
Total stockholders' equity 276,414 245,004
$453,637 $373,375
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

36
<PAGE>
WERNER ENTERPRISES, INC.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 36,662 $ 29,964 $ 23,084
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 53,722 44,153 39,340
Deferred income taxes 11,800 8,978 1,800
Gain on disposal of operating equipment (4,042) (2,667) (300)
Tax benefit from exercise of stock options 107 1,080 326
Other long-term liabilities 1,046 1,004 7,635
Cumulative effect of change in
accounting principle - - 1,054
Changes in certain working capital items:
Accounts receivable, net (7,219) (8,089) (5,567)
Prepaid expenses and other current assets (3,659) 336 4,908
Accounts payable 5,816 (2,058) 6,354
Accrued payroll 2,098 2,349 1,660
Other current liabilities 2,974 (2,573) 2,798
Net cash provided by operating activities 99,305 72,477 73,276

Cash flows from investing activities:
Additions to property and equipment (145,369) (125,998) (78,280)
Retirements of property and equipment 27,950 16,867 3,606
Net cash used in investing activities (117,419) (109,131) (74,674)

Cash flows from financing activities:
Short-term borrowings - 20,000 -
Repayments of short-term borrowings - (20,000) -
Proceeds from issuance of debt 30,000 - 10,000
Repayments of long-term debt and
capitalized lease obligations (4,552) (7,036) (14,896)
Proceeds from issuance of common stock,
net of related expenses - 52,182 -
Dividends on common stock (2,659) (1,832) (1,824)
Repurchases of common stock (2,939) - -
Stock options exercised 109 1,040 807
Net cash provided by (used in)
financing activities 19,959 44,354 (5,913)

Net increase (decrease) in cash and
cash equivalents 1,845 7,700 (7,311)
Cash and cash equivalents, beginning of year 9,815 2,115 9,426
Cash and cash equivalents, end of year $ 11,660 $ 9,815 $ 2,115

Supplemental disclosures of cash flow information:
Cash paid during year for:
Interest $ 640 $ 1,634 $ 1,701
Income taxes 10,508 8,591 13,894
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

37
<PAGE>
WERNER ENTERPRISES, INC.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except per share amounts) (Note 1)

Total
Common Paid-In Retained Treasury Stockholders'
Stock Capital Earnings Stock Equity
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1991 $ 117 $ 46,507 $ 98,378 $ (4,521) $140,481

Dividends on common stock
($.08 per share) - - (1,826) - (1,826)
Exercise of stock options,
105,300 shares - 441 - 692 1,133
Net income - - 23,084 - 23,084
Two-for-one stock split
(Note 1) 118 (118) - - -

BALANCE, December 31, 1992 235 46,830 119,636 (3,829) 162,872

Dividends on common stock
($.09 per share) - - (2,134) - (2,134)
Exercise of stock options,
147,300 shares - 1,055 - 1,065 2,120
Proceeds from offering of
2,300,000 shares of common
stock, net of related expenses 23 52,159 - - 52,182
Net income - - 29,964 - 29,964

BALANCE, December 31, 1993 258 100,044 147,466 (2,764) 245,004

Purchases of 128,600 shares
of common stock - - - (2,939) (2,939)
Dividends on common stock
($.10 per share) - - (2,529) - (2,529)
Exercise of stock options,
12,700 shares - 127 - 89 216
Net income - - 36,662 - 36,662

BALANCE, December 31, 1994 $ 258 $100,171 $181,599 $ (5,614) $276,414
</TABLE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Werner Enterprises, Inc.:

We have audited the accompanying consolidated balance sheets of Werner
Enterprises, Inc. (a Nebraska corporation) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the
period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Werner
Enterprises, Inc. and subsidiaries as of December 31, 1994 and 1993, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
As explained in Note 8 to the consolidated financial statements, the
Company changed its method of accounting for recognizing operating revenues
and related direct costs in 1992.

ARTHUR ANDERSEN LLP
Omaha, Nebraska
January 26, 1995.

38
<PAGE>
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS
Werner Enterprises, Inc. (the Company) is a transportation company
operating under the jurisdiction of the Interstate Commerce Commission and
various state regulatory commissions. The Company maintains a diversified
freight base with no one customer or industry making up a significant
percentage of the Company's receivables or revenues.

PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of Werner Enterprises, Inc. and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions relating to these
entities have been eliminated.

CHANGE IN FISCAL YEAR-END
On December 20, 1994, the Board of Directors approved amending the
Company's bylaws and changing the Company's fiscal year-end from February
28 to December 31. All periods presented in the accompanying consolidated
financial statements have been reported as of and for the years ended
December 31.

CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments, purchased with a
maturity of three months or less, to be cash equivalents.

PROPERTY, EQUIPMENT AND DEPRECIATION
Additions and improvements to property and equipment are capitalized at
cost, while maintenance and repair expenditures are charged to operations
as incurred. At the time of trade-in, the cost of new equipment is recorded
at an amount equal to the lower of the monetary consideration paid plus the
net book value of the traded property or the fair value of the new
equipment.
Depreciation is calculated based on the cost of the asset, reduced by
its estimated salvage value, using the straight line method. Accelerated
depreciation methods are used for income tax purposes. The lives and
salvage values assigned to certain assets for financial reporting purposes
are different than for income tax purposes. For financial reporting
purposes, assets are depreciated over the estimated useful lives of 30
years for buildings and improvements, 5 to 7 years for revenue equipment
and 3 to 8 years for service equipment and other.

TIRES
Tires placed on new revenue equipment are capitalized as a part of the
equipment cost. Replacement tires are expensed when placed in service.

REVENUE RECOGNITION
The Consolidated Statements of Income for 1992 and all subsequent years
reflect recognition of operating revenues and related direct costs when the
shipment is delivered. For 1991 and prior years, revenues and related
direct costs were recognized when freight was picked up for shipment (see
Note 8).

INCOME TAXES
Effective March 1, 1993, (the first day of the Company's previous
fiscal year) the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes." SFAS No. 109
requires deferred income taxes to be computed using the enacted income tax
rates for the years in which the taxes will be paid or refunds received.
Prior to adoption of SFAS No. 109, deferred income tax accounts reflected
the rates in effect when the deferrals originated. The cumulative effect of
this change as of March 1, 1993, of $200,000, or $.01 per share, was not
material and is reflected as a reduction of 1993 income tax expense.

COMMON STOCK AND EARNINGS PER SHARE
On September 21, 1992, the Company issued shares for a two-for-one
common stock split effected in the form of a 100% stock dividend from
authorized and unissued shares to stockholders of record on September 11,
1992. All references in the Consolidated Financial Statements and Notes to
Consolidated Financial

39
<PAGE>
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Statements with regard to the number of shares
of common stock and the per share amounts have been adjusted to reflect the
effect of the stock split. The stated par value of common stock of $.01 per
share did not change.
On September 29, 1993, a special meeting of stockholders was held to
vote on the Board of Directors' resolution to amend the Company's Articles
of Incorporation and increase the number of authorized shares of common
stock from 25,000,000 shares to 60,000,000 shares. The resolution was
approved by the necessary affirmative vote of over two-thirds of the
outstanding common stock.
During October 1993, a public offering of the Company's common stock
was successfully completed. The Company sold a total of 2,300,000 shares
and 1,150,000 shares were sold by Clarence L. Werner, Chairman and Chief
Executive Officer, and members of his family. The Company used the net
proceeds from the offering of $52,182,000 to repay short-term borrowings,
retire long-term debt and purchase revenue equipment.
Earnings per share have been computed based on the weighted average
number of common shares outstanding.

(2)LEASE OBLIGATIONS
At December 31, 1993, property and equipment included the following
amounts related to capitalized lease obligations (in thousands):

Revenue equipment $10,005
Less - accumulated depreciation 5,187
$ 4,818

The capitalized lease obligations matured during 1994.
In September 1992, the Company entered into a three-year operating
lease for communications equipment. In November 1994, the Company purchased
this equipment and terminated the lease agreement. Communications and
utilities expense in the accompanying Consolidated Statements of Income
includes $4,247,000, $3,923,000 and $185,000 for lease of communications
equipment during 1994, 1993 and 1992, respectively.

(3)LONG-TERM DEBT
The Company had short-term borrowings of $30,000,000 at December 31,
1994. These borrowings bore variable interest based on the London Interbank
Offered Rate (LIBOR) and had an interest rate of 6.56% at December 31,
1994. In January 1995, the short-term borrowings were refinanced with a
$30,000,000 long-term credit facility. The new credit facility bears
variable interest based on LIBOR or the overnight federal funds rate and
matures in January 1997. The new facility requires, among other things,
that the Company not exceed a maximum ratio of indebtedness to total
capitalization. The carrying amount of the long-term debt approximates fair
value due to its variable interest rate.

(4)INSURANCE AND CLAIMS
The Company annually reviews its public liability and property damage
insurance coverage in August. Effective August 1992, the Company assumed
responsibility for liability up to $500,000, plus administrative expenses,
for any single occurrence involving personal injury or property damage.
Effective August 1993, the Company has also assumed responsibility for a
$1,000,000 annual aggregate amount of liability for claims between $500,000
and $1,000,000. Liability in excess of this amount is assumed by the
insurance carriers in amounts which management considers adequate.
The Company's public liability and property damage premiums for
coverage between $50,000 and $1,000,000 per claim prior to August 1992 are
subject to retrospective adjustments based on actual incurred losses until
all claims are settled. Management does not expect any significant
adjustment will be made to the premiums paid or accrued for these policy
years.
The Company has assumed responsibility for workers' compensation,
maintains a $6,000,000 bond, has statutory coverage and has obtained
insurance for individual claims above $500,000.
Under these insurance arrangements, the Company maintains $10,300,000
in letters of credit, as of December 31, 1994.

40
<PAGE>
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)INCOME TAXES
Income tax expense consists of the following (in thousands):

1994 1993 1992

Current
Federal $ 9,364 $ 8,389 $12,209
State 2,156 2,384 1,752
11,520 10,773 13,961

Deferred

Federal 9,804 7,920 529
State 1,996 1,058 1,271
11,800 8,978 1,800
Total income
tax expense $23,320 $19,751 $15,761

The effective income tax rate differs from the federal corporate tax
rate of 35% in 1994 and 1993 and 34% in 1992, as follows (in thousands):

1994 1993 1992

Tax at statutory
rate $20,994 $17,400 $13,566
State income taxes,
net of federal
tax benefits 2,699 2,237 1,995
Effect of tax rate
change on deferred
tax assets and
liabilities - 990 -
Adoption of SFAS
No. 109 - (200) -
Other, net (373) (676) 200

$23,320 $19,751 $15,761

At December 31, deferred tax assets and liabilities consisted of the
following (in thousands):

1994 1993

Deferred tax assets:
Insurance and claims
accruals $14,757 $14,063
Allowance for
uncollectible accounts 1,116 1,018
Other 3,236 2,939

$19,109 $18,020

Deferred tax liabilities:
Property and equipment $75,404 $63,204
Prepaid taxes, licenses 3,767 3,180
and insurance
Other 438 336

$79,609 $66,720

Consolidated financial statements for 1992 were not restated to reflect
the adoption of SFAS No. 109. This table shows the principal sources of
deferred tax expense in 1992 (in thousands):

1992
Deduction of tires capitalized for
financial reporting purposes $2,202
Insurance accruals (1,889)
Depreciation 3,286
Deduction of lease payments
which are capital leases for
financial reporting purposes 1,786
Tax gains over book gains on
disposition of fixed assets (692)
AMT credit carryforward 563
Adjustment between current
and deferred taxes related
to prior years (3,422)
Other (34)

$1,800

(6)STOCK OPTION AND EMPLOYEE BENEFIT PLANS

STOCK OPTION PLAN
The Company's Stock Option Plan (the Stock Option Plan) is a
nonqualified plan that provides for the grant of options to management
employees. Options are granted at prices equal to the market value of the
common stock on the date the option is granted. The options are exercisable
over a period not to exceed ten years and one day from the date of grant.
The maximum number of shares of common stock that may be optioned under the
Stock Option Plan is 2,000,000 shares.
At December 31, 1994, 980,200 shares were available for granting
further options and options for 733,400 shares were outstanding at prices
of $6.625 to $24.00 per share, of which options for 302,800 shares were
exercisable. Options granted become exercisable in installments from six to
sixty-six months after the date of grant.

41
<PAGE>
WERNER ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EMPLOYEE STOCK PURCHASE PLAN
Employees meeting certain eligibility requirements may participate in
the Company's Employee Stock Purchase Plan (the Purchase Plan). Eligible
participants designate the amount of regular payroll deductions and/or
single annual payment, subject to a yearly maximum amount, that is used to
purchase shares of the Company's common stock on the Over-The-Counter
Market subject to the terms of the Purchase Plan. The Company contributes
an amount equal to 15% of each participant's contributions under the
Purchase Plan. Company contributions for the Purchase Plan were $58,072,
$42,634 and $25,989 for 1994, 1993 and 1992, respectively. Interest accrues
on Purchase Plan contributions at a rate of 5.25%. The broker's commissions
and administrative charges related to purchases of common stock under the
Purchase Plan are paid by the Company.

401(k) RETIREMENT SAVINGS PLAN
The Company has an Employees' 401(k) Retirement Savings Plan (the
401(k) Plan). Employees are eligible to participate in the 401(k) Plan if
they have been continuously employed with the Company or its subsidiaries
for six months or more. The Company matches a portion of the amount each
employee contributes to the 401(k) Plan. It is the Company's intention, but
not its obligation, that the Company's total annual contribution for
employees will equal 2 1/2 percent of net income (exclusive of
extraordinary items). Salaries, wages and benefits expense in the
accompanying Consolidated Statements of Income includes 401(k) Plan
contributions and administrative expenses of $950,740, $778,344 and
$635,184 for 1994, 1993 and 1992, respectively.

(7)COMMITMENTS AND CONTINGENCIES
The Company has committed to approximately $51,000,000 of capital
expenditures (net cost, after revenue equipment trade-in allowances of
approximately $31,000,000) which is a portion of its estimated 1995 capital
expenditures.
The Company is involved in certain claims and pending litigation
arising in the normal course of business. Management believes the ultimate
resolution of these matters will not have a material effect on the
financial condition of the Company.

(8)CHANGE IN ACCOUNTING PRINCIPLE
In accordance with industry practice, the Company historically
recognized operating revenues and related direct costs when freight was
picked up for shipment. In January 1992, the Financial Accounting Standards
Board Emerging Issues Task Force (EITF) reached a consensus on revenue and
expense recognition for freight services in process.
Based on the EITF consensus, in 1992 the Company began recognizing both
revenues and direct costs when the shipment is delivered. The cumulative
effect of this accounting change on fiscal years prior to 1992 was
$(1,054,000), net of income taxes of $688,000, or $(.05) per share.

<TABLE>
<CAPTION>
(9)QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS) FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
<S> <C> <C> <C> <C>
1994:
Operating revenues $115,993 $129,623 $134,614 $135,776
Operating income 11,666 15,436 17,076 16,059
Net income 7,178 9,384 10,387 9,713
Earnings per share .28 .37 .41 .38

1993:
Operating revenues $ 94,703 $102,515 $108,944 $112,146
Operating income 9,298 13,058 16,066 12,501
Net income 5,437 8,277 8,518 7,732
Earnings per share .24 .36 .37 .31
</TABLE>

42
<PAGE>
WERNER ENTERPRISES, INC.
CORPORATE INFORMATION

PRICE RANGE OF COMMON STOCK
The Company's common stock is traded in the NASDAQ National Market
System under the symbol WERN. The following table sets forth for the
quarters indicated the high and low sale prices per share of the Company's
common stock in the NASDAQ National Market System from January 1, 1993,
through December 31, 1994.

High Low

1994
Quarter ended March 31 33 3/4 27 1/2
Quarter ended June 30 30 3/4 24 1/2
Quarter ended September 30 28 1/4 22 3/4
Quarter ended December 31 26 1/4 21 1/4

1993
Quarter ended March 31 25 1/2 18 3/4
Quarter ended June 30 23 3/4 18 1/2
Quarter ended September 30 25 1/2 20 3/4
Quarter ended December 31 30 1/2 23 1/2

As of January 30, 1995, the Company's common stock was held by
approximately 4,000 stockholders of record or through nominee or street
name accounts with brokers.

DIVIDEND POLICY
The Company has been paying cash dividends on its common stock
following each of its quarters since the quarter ended May 31, 1987. The
Company intends to continue payment of dividends on a quarterly basis and
does not anticipate any restrictions on its future ability to pay such
dividends.

CORPORATE OFFICES
Werner Enterprises, Inc.
Interstate 80 & Highway 50
P.O. Box 37308
Omaha, Nebraska 68137
Telephone: (402) 895-6640

ANNUAL MEETING
The Annual Meeting will be held on Tuesday, May 2, 1995, at 10:00 a.m.
in the Peter Kiewit Conference Center, 1313 Farnam Street, Omaha, Nebraska.

STOCK LISTING
The Company's common stock is traded in the NASDAQ National Market
System under the symbol WERN.

INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP
1700 Farnam Street
Omaha, Nebraska 68102

STOCK TRANSFER AGENT AND REGISTRAR
Mellon Securities Trust Company
c/o Mellon Securities Transfer Services
85 Challenger Road Overpeck Centre
Ridgefield Park, NJ 07660

FORM 10-K
A copy of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission may be obtained by calling or writing
the Investor Relations Department, P.O. Box 37308, Omaha, Nebraska 68137,
(402) 895-6640.

43
<PAGE>

EXHIBIT 21

SUBSIDIARIES OF WERNER ENTERPRISES, INC.

SUBSIDIARY STATE OF INCORPORATION

1. Werner Leasing, Inc. Nebraska
2. Werner Aire, Inc. Nebraska
3. Gra-Gar, Inc. Nebraska
4. Drivers Management, Inc. Nebraska
5. Frontier Clinic, Inc. Nebraska
6. Fleet Truck Sales, Inc. Nebraska
7. Professional Truck Drivers School, Inc. Nebraska
8. Werner Transportation, Inc. Nebraska

44
<PAGE>

EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation of our reports included and incorporated by
reference in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 33-15894 and 33-15895.

ARTHUR ANDERSEN LLP

Omaha, Nebraska,
March 23, 1995

45
<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 11,660
<SECURITIES> 0
<RECEIVABLES> 52,522
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 88,176
<PP&E> 479,289
<DEPRECIATION> 113,828
<TOTAL-ASSETS> 453,637
<CURRENT-LIABILITIES> 57,287
<BONDS> 0
<COMMON> 258
0
0
<OTHER-SE> 276,156
<TOTAL-LIABILITY-AND-EQUITY> 453,637
<SALES> 516,006
<TOTAL-REVENUES> 516,006
<CGS> 0
<TOTAL-COSTS> 455,769
<OTHER-EXPENSES> (488)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 743
<INCOME-PRETAX> 59,982
<INCOME-TAX> 23,320
<INCOME-CONTINUING> 36,662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,662
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.45

</TABLE>