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

                                 FORM 10-Q

[Mark one]
 [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
                                    OR
 [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

Commission file number 0-14690

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

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


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

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

     Indicate  by  check   mark  whether  the   registrant  has   submitted
electronically  and  posted  on  its  corporate  Web  site,  if  any, every
Interactive Data File required to be submitted and posted  pursuant to Rule
405 of Regulation  S-T (232.405 of  this chapter)  during the  preceding 12
months  (or for such  shorter period that  the registrant  was  required to
submit and post such files).
                              Yes       No
                                 ---      ---

      Indicate  by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company.   See  the definitions of "large accelerated filer,"  "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer X                             Accelerated filer
                        ---                                             ---

 Non-accelerated filer                         Smaller reporting company
                        --- (Do not check if a                          ---
                             smaller reporting
                             company)

<PAGE>

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

     As  of  April  29, 2009, 71,576,555 shares of the registrant's  common
stock, par value $.01 per share, were outstanding.

                                     2
<PAGE>

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

Item 1.  Financial Statements:


         Consolidated  Statements of Income for the Three Months  Ended    5
         March 31, 2009 and 2008

         Consolidated Condensed Balance Sheets as of March 31, 2009 and    6
         December 31, 2008

         Consolidated  Statements of Cash Flows for  the  Three  Months    7
         Ended March 31, 2009 and 2008

         Notes  to Consolidated Financial Statements (Unaudited) as  of    8
         March 31, 2009

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       28


Item 4.  Controls and Procedures                                          28


PART II - OTHER INFORMATION

Item 1A. Risk Factors                                                     30


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      30


Item 6.  Exhibits                                                         31

                                     3
<PAGE>

                                  PART I

                           FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements:

     This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements based on information currently available to  our
management.  The forward-looking statements in this report, including those
made  in  Item  2,  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations," are made pursuant to the safe  harbor
provisions  of  the Private Securities Litigation Reform Act  of  1995,  as
amended.   These  safe harbor provisions encourage reporting  companies  to
provide  prospective information to investors.  Forward-looking  statements
can  be  identified  by  the use of certain words,  such  as  "anticipate,"
"believe,"  "estimate,"  "expect," "intend," "plan,"  "project"  and  other
similar terms and language.  We believe the forward-looking statements  are
reasonable  based  on currently available information.   However,  forward-
looking  statements  involve risks, uncertainties and assumptions,  whether
known  or unknown, that could cause our actual results, business, financial
condition and cash flows to differ materially from those anticipated in the
forward-looking statements.  A discussion of important factors relating  to
forward-looking  statements is included in Item 1A (Risk  Factors)  of  our
Annual Report on Form 10-K for the year ended December 31, 2008 and in Item
1A (Risk Factors) of this Form 10-Q.  Readers should not unduly rely on the
forward-looking  statements  included  in  this  Form  10-Q  because   such
statements  speak  only  to  the date they  were  made.   Unless  otherwise
required by applicable securities laws, we undertake no obligation or  duty
to  update  or  revise any forward-looking statements contained  herein  to
reflect   subsequent  events  or  circumstances  or   the   occurrence   of
unanticipated events.

Item 1.  Financial Statements.

     The interim consolidated financial statements contained herein reflect
all  adjustments which, in the opinion of management, are necessary  for  a
fair  statement of the financial condition, results of operations and  cash
flows  for  the  periods  presented.  The  interim  consolidated  financial
statements have been prepared in accordance with the instructions  to  Form
10-Q  and  were  also  prepared without audit.   The  interim  consolidated
financial statements do not include all information and footnotes  required
by accounting principles generally accepted in the United States of America
for  complete  financial statements; although in management's opinion,  the
disclosures  are  adequate  so  that  the  information  presented  is   not
misleading.

     Operating  results for the three-month period ended March 31, 2009 are
not necessarily indicative of the results that may be expected for the year
ending  December  31, 2009.  In the opinion of management, the  information
set  forth  in  the accompanying consolidated condensed balance  sheets  is
fairly  stated  in  all material respects in relation to  the  consolidated
balance sheets from which it has been derived.

     These  interim  consolidated  financial statements and  notes  thereto
should   be   read  in  conjunction  with  the  financial  statements   and
accompanying notes contained in our Annual Report on Form 10-K for the year
ended December 31, 2008.

                                     4
<PAGE>

                         WERNER ENTERPRISES, INC.
                     CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                     Three Months Ended
(In thousands, except per share amounts)                 March 31,
---------------------------------------------------------------------------
                                                     2009          2008
---------------------------------------------------------------------------
                                                        (Unaudited)

<S>                                               <C>           <C>
Operating revenues                                $ 394,508     $ 512,787
                                                  -------------------------

Operating expenses:
   Salaries, wages and benefits                     134,186       143,187
   Fuel                                              51,610       123,836
   Supplies and maintenance                          37,897        40,509
   Taxes and licenses                                24,395        28,265
   Insurance and claims                              21,665        24,732
   Depreciation                                      40,094        41,796
   Rent and purchased transportation                 68,593        94,463
   Communications and utilities                       4,402         5,239
   Other                                                410        (2,658)
                                                  -------------------------
    Total operating expenses                        383,252       499,369
                                                  -------------------------

Operating income                                     11,256        13,418
                                                  -------------------------

Other expense (income):
   Interest expense                                      76             3
   Interest income                                     (489)       (1,073)
   Other                                               (272)           51
                                                  -------------------------
    Total other expense (income)                       (685)       (1,019)
                                                  -------------------------
Income before income taxes                           11,941        14,437

Income taxes                                          5,045         6,062
                                                  -------------------------

Net income                                        $   6,896     $   8,375
                                                  =========================

Earnings per share:

     Basic                                        $    0.10     $    0.12
                                                  =========================

     Diluted                                      $    0.10     $    0.12
                                                  =========================

Dividends declared per share                      $   0.050     $   0.050
                                                  =========================

Weighted-average common shares outstanding:

     Basic                                           71,576        70,445
                                                  =========================

     Diluted                                         71,944        71,377
                                                  =========================

</TABLE>

        See Notes to Consolidated Financial Statements (Unaudited).

                                     5
<PAGE>

                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

(In thousands, except share amounts)             March 31,    December 31,
---------------------------------------------------------------------------
                                                    2009          2008
---------------------------------------------------------------------------
                                                (Unaudited)

<S>                                              <C>             <C>
ASSETS

Current assets:
   Cash and cash equivalents                     $   48,883      $   48,624
   Accounts receivable, trade, less allowance of
     $9,087 and $9,555, respectively                156,647         185,936
   Other receivables                                 18,420          18,739
   Inventories and supplies                          11,805          10,644
   Prepaid taxes, licenses and permits               11,872          16,493
   Current deferred income taxes                     31,749          30,789
   Other current assets                              14,555          20,659
                                                 --------------------------
     Total current assets                           293,931         331,884
                                                 --------------------------

Property and equipment                            1,618,716       1,613,102
Less - accumulated depreciation                     689,663         686,463
                                                 --------------------------
     Property and equipment, net                    929,053         926,639
                                                 --------------------------
Other non-current assets                             16,349          16,795
                                                 --------------------------
                                                 $1,239,333      $1,275,318
                                                 ==========================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                              $   43,690      $   46,684
   Current portion of long-term debt                      -          30,000
   Insurance and claims accruals                     79,283          79,830
   Accrued payroll                                   25,347          25,850
   Other current liabilities                         19,682          19,006
                                                 --------------------------
     Total current liabilities                      168,002         201,370
                                                 --------------------------

Other long-term liabilities                           7,485           7,406

Insurance and claims accruals, net of current
  portion                                           118,500         120,500

Deferred income taxes                               197,758         200,512


Stockholders' equity:
   Common stock, $0.01 par value, 200,000,000
     shares authorized; 80,533,536 shares
     issued; 71,576,367 and 71,576,267 shares
     outstanding, respectively                          805             805
   Paid-in capital                                   93,669          93,343
   Retained earnings                                829,828         826,511
   Accumulated other comprehensive loss              (8,733)         (7,146)
   Treasury stock, at cost; 8,957,169 and
     8,957,269 shares, respectively                (167,981)       (167,983)
                                                 --------------------------
     Total stockholders' equity                     747,588         745,530
                                                 --------------------------
                                                 $1,239,333      $1,275,318
                                                 ==========================

</TABLE>

        See Notes to Consolidated Financial Statements (Unaudited).

                                     6
<PAGE>

                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                     Three Months Ended
(In thousands)                                           March 31,
---------------------------------------------------------------------------
                                                     2009          2008
---------------------------------------------------------------------------
                                                        (Unaudited)
<S>                                                <C>             <C>
Cash flows from operating activities:
   Net income                                      $  6,896        $  8,375
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation                                    40,094          41,796
     Deferred income taxes                           (3,958)            961
     Gain on disposal of property and equipment        (730)         (3,749)
     Stock-based compensation                           327             399
     Other long-term assets                            (151)            (18)
     Insurance claims accruals, net of current
       portion                                       (2,000)          3,500
     Other long-term liabilities                          4             (83)
     Changes in certain working capital items:
       Accounts receivable, net                      29,289           8,299
       Other current assets                           9,883           3,797
       Accounts payable                              (2,994)         13,890
       Other current liabilities                        (55)          2,879
                                                 --------------------------
    Net cash provided by operating activities        76,605          80,046
                                                 --------------------------

Cash flows from investing activities:
   Additions to property and equipment              (68,151)        (52,857)
   Retirements of property and equipment             24,559          27,469
   Decrease in notes receivable                       1,136           1,975
                                                 --------------------------
    Net cash used in investing activities           (42,456)        (23,413)
                                                 --------------------------

Cash flows from financing activities:
   Repayments of short-term debt                    (30,000)              -
   Dividends on common stock                         (3,579)         (3,519)
   Repurchases of common stock                            -          (4,486)
   Stock options exercised                                1           2,739
   Excess tax benefits from exercise of stock
     options                                              -             818
                                                 --------------------------
    Net cash used in financing activities           (33,578)         (4,448)
                                                 --------------------------

Effect of foreign exchange rate fluctuations on
  cash                                                 (312)            645
Net increase in cash and cash equivalents               259          52,830
Cash and cash equivalents, beginning of period       48,624          25,090
                                                 --------------------------
Cash and cash equivalents, end of period           $ 48,883        $ 77,920
                                                 ==========================
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
   Interest                                        $    131        $      3
   Income taxes                                    $  1,924        $  3,587
Supplemental schedule of non-cash investing
activities:
   Notes receivable issued upon sale of revenue
     equipment                                     $    539        $  1,043

</TABLE>

        See Notes to Consolidated Financial Statements (Unaudited).

                                     7
<PAGE>

                          WERNER ENTERPRISES, INC.

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)  Comprehensive Income

     Other  than  our  net income, our only other source  of  comprehensive
income  (loss)  is foreign currency translation adjustments.  Comprehensive
income  (loss) from foreign currency translation adjustments was a loss  of
$1,587,000 for the three-month period ended March 31, 2009, and  income  of
$645,000 for the three-month period ended March 31, 2008.

(2)  Long-Term Debt

     As  of  March 31, 2009, we  have two committed credit facilities  with
banks  totaling $225.0 million that mature in May 2009 ($50.0 million)  and
May  2011 ($175.0 million).  Borrowings under these credit facilities  bear
variable interest based on the London Interbank Offered Rate ("LIBOR").  As
of  March  31,  2009, we had no borrowings outstanding under  these  credit
facilities  with banks, after repaying $30.0 million on these notes  during
first  quarter  2009.  The $225.0 million of credit available  under  these
facilities  is further reduced by $43.8 million in letters of credit  under
which  we are obligated.  Each of the debt agreements includes, among other
things,  two financial covenants requiring us (i) not to exceed  a  maximum
ratio  of  total  debt to total capitalization and (ii)  not  to  exceed  a
maximum  ratio  of  total funded debt to earnings before  interest,  income
taxes,  depreciation, amortization and rentals payable (as defined in  each
credit  facility).   At  March 31, 2009, we were in compliance  with  these
covenants.

(3)  Income Taxes

     For  the  three-month  period ended March  31,  2009,  there  were  no
material  changes  to the total amount of unrecognized  tax  benefits.   We
accrued  an interest benefit of $0.3 million during the three-month  period
ended  March  31,  2009.  Our total gross liability  for  unrecognized  tax
benefits at March 31, 2009 is $7.2 million.  If recognized, $4.1 million of
unrecognized tax benefits would impact our effective tax rate.  Interest of
$3.4 million has been reflected as a component of the total liability.   We
do  not  expect any other significant increases or decreases for  uncertain
tax positions during the next twelve months.

     We file U.S. federal income tax returns, as well as income tax returns
in  various  states  and  several foreign jurisdictions.   The  years  2006
through  2008  are  open  for examination by the Internal  Revenue  Service
("IRS"),  and various years are open for examination by state  and  foreign
tax  authorities.  State and foreign jurisdiction statutes  of  limitations
generally range from three to four years.

(4)  Commitments and Contingencies

     As  of  March  31, 2009, we have committed to property  and  equipment
purchases of approximately $33.6 million.

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

                                     8
<PAGE>

(5)  Earnings Per Share

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

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                         March 31,
                                                   --------------------
                                                      2009       2008
                                                   --------------------
<S>                                                <C>        <C>
Net income                                         $   6,896  $   8,375

Weighted average common shares
  outstanding                                         71,576     70,445
Common stock equivalents                                 368        932
                                                   --------------------
Shares used in computing
  diluted earnings per share                          71,944     71,377
                                                   ====================
Basic earnings per share                           $    0.10  $    0.12
                                                   ====================
Diluted earnings per share                         $    0.10  $    0.12
                                                   ====================

</TABLE>


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

<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                           March 31,
                                               ---------------------------------
                                                    2009              2008
                                               ---------------------------------
<S>                                            <C>               <C>
Number of shares under option                        1,215,819           659,519
Range of option purchase prices                $16.68 - $20.36   $18.33 - $20.36

</TABLE>

(6)  Stock-Based Compensation

     Our  Equity  Plan provides for grants of nonqualified  stock  options,
restricted stock and stock appreciation rights.  The Board of Directors  or
the  Compensation Committee of our Board of Directors determines the  terms
of  each  award,  including  type of award, recipients,  number  of  shares
subject  to each award and vesting conditions of each award.  Stock  option
and  restricted  stock  awards are described below.   No  awards  of  stock
appreciation rights have been issued to date.  The maximum number of shares
of  common  stock that may be awarded under the Equity Plan  is  20,000,000
shares.  The maximum aggregate number of shares that may be awarded to  any
one person under the Equity Plan is 2,562,500.  As of March 31, 2009, there
were 8,674,182 shares available for granting additional awards.

     We  apply the fair value method of SFAS No. 123 (Revised 2004), Share-
Based  Payment,  in accounting for stock-based compensation awards  granted
under our Equity Plan.  Stock-based employee compensation expense was  $0.3
million for the three months ended March 31, 2009 and $0.4 million for  the
three  months  ended  March  31, 2008.  Stock-based  employee  compensation

                                     9
<PAGE>

expense is included in salaries, wages and benefits within the Consolidated
Statements  of  Income.   The total income tax benefit  recognized  in  the
Consolidated Statements of Income for stock-based compensation arrangements
was $0.1 million for the three months ended March 31, 2009 and $0.2 million
for the three months ended March 31, 2008.  As of March 31, 2009, the total
unrecognized   compensation   cost   related   to   nonvested   stock-based
compensation  awards was approximately $2.5 million and is expected  to  be
recognized over a weighted average period of 1.7 years.

     We  do  not  have a formal policy for issuing shares upon exercise  of
stock  options or vesting of restricted stock, so such shares are generally
issued from treasury stock.  From time to time, we repurchase shares of our
common  stock, the timing and amount of which depends on market  and  other
factors.   Historically, the shares acquired under these regular repurchase
programs have provided us with sufficient quantities of stock to issue  for
stock-based  compensation.  Based on current treasury stock levels,  we  do
not  expect  to  repurchase additional shares specifically for  stock-based
compensation during 2009.

     Stock Options

     Stock  options are granted at prices equal to the market value of  the
common  stock  on  the  date the option award is  granted.   Option  awards
currently  outstanding become exercisable in installments  from  24  to  72
months  after the date of grant.  The options are exercisable over a period
not to exceed ten years and one day from the date of grant.

     The  following  table summarizes stock option activity for  the  three
months ended March 31, 2009:

<TABLE>
<CAPTION>

                                                            Weighted
                                                             Average     Aggregate
                                     Number     Weighted    Remaining    Intrinsic
                                   of Options   Average    Contractual     Value
                                      (in       Exercise      Term          (in
                                   thousands)   Price ($)    (Years)     thousands)
                                   ------------------------------------------------
<S>                                   <C>      <C>               <C>     <C>
Outstanding at beginning of period    2,264    $    13.74
   Options granted                        -    $        -
   Options exercised                      -    $        -
   Options forfeited                     (5)   $    17.32
   Options expired                        -    $        -
                                   --------
Outstanding at end of period          2,259    $    13.73        4.39    $    6,255
                                   ========
Exercisable at end of period          1,566    $    12.07        3.23    $    6,255
                                   ========

</TABLE>

     We  did  not  grant  any stock options during the three-month  periods
ended  March 31, 2009 and 2008.  The fair value of stock option  grants  is
estimated using a Black-Scholes valuation model.  The total intrinsic value
of  stock options exercised was $1 thousand and $2.3 million for the three-
month periods ended March 31, 2009 and March 31, 2008.

     Restricted Stock

     Restricted  stock awards entitle the holder to shares of common  stock
when the award vests.  The value of these shares may fluctuate according to
market conditions and other factors.  Restricted stock awards that have not
yet  vested  will vest sixty months from the grant date of the award.   The
restricted shares do not confer any voting or dividend rights to recipients
until  such  shares  fully  vest and do not  have  any  post-vesting  sales
restrictions.

                                     10
<PAGE>

     The following table summarizes restricted stock activity for the three
months ended March 31, 2009:

<TABLE>
<CAPTION>
                                                                 Weighted Average Grant
                                   Number of Restricted Shares    Date Fair Value ($)
                                         (in thousands)               (per share)
                                   ----------------------------------------------------
<S>                                                         <C>  <C>
Nonvested at beginning of period                            35   $                22.88
   Shares granted                                            -   $                    -
   Shares vested                                             -   $                    -
   Shares forfeited                                          -   $                    -
                                   ---------------------------
Nonvested at end of period                                  35   $                22.88
                                   ===========================

</TABLE>

     We did not grant any shares of restricted stock during the three-month
periods  ended  March 31, 2009 and 2008.  We estimate  the  fair  value  of
restricted  stock  awards  based upon the market price  of  the  underlying
common  stock  on  the  date of grant, reduced  by  the  present  value  of
estimated  future dividends because the awards are not entitled to  receive
dividends prior to vesting.  Our estimate of future dividends is  based  on
the  most  recent  quarterly dividend rate, adjusted for any  known  future
changes in the dividend rate.

(7)  Segment Information

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

     The  Truckload  segment  consists of six  operating  fleets  that  are
aggregated because they have similar economic characteristics and meet  the
other  aggregation criteria of SFAS No. 131, Disclosures about Segments  of
an  Enterprise  and  Related Information ("No. 131").   The  six  operating
fleets  that comprise our Truckload segment are as follows:  (i)  dedicated
services  ("Dedicated") provides truckload services required by a  specific
customer,  generally  for a distribution center or manufacturing  facility;
(ii)   the  regional  short-haul  ("Regional")  fleet  provides  comparable
truckload  van  service within five geographic regions  across  the  United
States;  (iii)  the  medium-to-long-haul van  ("Van")  fleet  transports  a
variety of consumer, nondurable products and other commodities in truckload
quantities over irregular routes using dry van trailers; (iv) the expedited
("Expedited")  fleet provides time-sensitive truckload  services  utilizing
driver  teams;  (v)  flatbed  ("Flatbed") and  (vi)  temperature-controlled
("Temperature-Controlled") fleets provide truckload services  for  products
with specialized trailers.  Revenues for the Truckload segment include non-
trucking  revenues  of $1.2 million and $1.9 million  for  the  three-month
periods  ended  March 31, 2009 and March 31, 2008.  These revenues  consist
primarily of the portion of shipments delivered to or from Mexico where  we
utilize a third-party capacity provider.

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

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

                                     11
<PAGE>

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

<TABLE>
<CAPTION>

                                                       Revenues
                                                       --------
                                                  Three Months Ended
                                                       March 31,
                                                ----------------------
                                                    2009      2008
                                                ----------------------
<S>                                             <C>         <C>
Truckload Transportation Services               $  343,857  $  446,169
Value Added Services                                47,473      62,186
Other                                                2,516       3,905
Corporate                                              662         527
                                                ----------------------
Total                                           $  394,508  $  512,787
                                                ======================

</TABLE>

<TABLE>
<CAPTION>

                                                   Operating Income
                                                   ----------------
                                                  Three Months Ended
                                                       March 31,
                                                ----------------------
                                                    2009      2008
                                                ----------------------
<S>                                             <C>         <C>
Truckload Transportation Services               $    8,861  $    9,235
Value Added Services                                 1,733       3,667
Other                                                  283       1,066
Corporate                                              379        (550)
                                                ----------------------
Total                                           $   11,256  $   13,418
                                                ======================

</TABLE>

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

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

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

     The  MD&A should be read in conjunction with our Annual Report on Form
10-K for the year ended December 31, 2008.

Overview:

     We   operate   in   the  truckload  and  logistics  sectors   of   the
transportation industry.  In the truckload sector, we focus on transporting
consumer  nondurable  products that ship more consistently  throughout  the
year.    In   the   logistics   sector,  besides  managing   transportation
requirements  for  individual customers, we provide additional  sources  of
truck  capacity,  alternative modes of transportation,  a  global  delivery
network and systems analysis to optimize transportation needs.  Our success

                                     12
<PAGE>

depends  on our ability to efficiently manage our resources in the delivery
of  truckload  transportation  and logistics  services  to  our  customers.
Resource  requirements vary with customer demand, which may be  subject  to
seasonal  or general economic conditions.  Our ability to adapt to  changes
in  customer transportation requirements is essential to efficiently deploy
resources  and  make  capital investments in tractors  and  trailers  (with
respect  to our Truckload segment) or obtain qualified third-party capacity
at  a  reasonable  price (with respect to our VAS segment).   Although  our
business  volume  is not highly concentrated, we may also  be  occasionally
affected by our customers' financial failures or loss of customer business.

     Operating  revenues  reported in our operating  statistics  table  are
categorized as (i) trucking revenues, net of fuel surcharge, (ii)  trucking
fuel  surcharge revenues, (iii) non-trucking revenues, including  VAS,  and
(iv)  other  operating revenues.  Trucking revenues, net of fuel surcharge,
and  trucking  fuel surcharge revenues are generated by the  six  operating
fleets  in  the  Truckload  segment (Dedicated, Regional,  Van,  Expedited,
Temperature-Controlled and Flatbed).  Non-trucking revenues, including VAS,
are  generated  primarily by the four operating units in  our  VAS  segment
(Brokerage, Freight Management, Intermodal and International), and a  small
amount is generated by the Truckload segment.  Other operating revenues are
generated  from  other  business activities such as  third-party  equipment
maintenance and equipment leasing.  Trucking revenues accounted for 87%  of
total  operating revenues in first quarter 2009, and non-trucking and other
operating revenues accounted for 13% of total operating revenues.

     Trucking revenues, net of fuel surcharge, are typically generated on a
per-mile  basis  and  also  include "accessorial"  revenues  such  as  stop
charges,   loading/unloading  charges  and  equipment  detention   charges.
Because  fuel surcharge revenues fluctuate in response to changes  in  fuel
costs,  we  identify them separately in the operating statistics table  and
exclude them from the statistical calculations to provide a more meaningful
comparison  between periods.  The key statistics used to evaluate  trucking
revenues,  net of fuel surcharge, are (i) average revenues per tractor  per
week,  (ii)  average revenues per loaded mile, (iii) average monthly  miles
per  tractor, (iv) average percentage of empty miles (miles without trailer
cargo),  (v) average trip length (in loaded miles) and (vi) average  number
of  tractors  in  service.  General economic conditions, seasonal  trucking
industry freight patterns and industry capacity are important factors  that
impact  these  statistics.  Our Truckload segment also  generates  a  small
amount  of  revenues  categorized  as  non-trucking  revenues,  related  to
shipments delivered to or from Mexico where the Truckload segment  utilizes
a  third-party  capacity  provider.  We  exclude  such  revenues  from  the
statistical calculations.

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

     The  operating ratio is a common industry measure used to evaluate our
profitability  and  that of our Truckload segment  operating  fleets.   The
operating ratio consists of operating expenses expressed as a percentage of
operating revenues.  The most significant variable expenses that impact the
Truckload  segment  are  driver salaries and  benefits,  fuel,  fuel  taxes
(included  in  taxes  and  licenses expense), payments  to  owner-operators
(included  in  rent  and  purchased transportation expense),  supplies  and
maintenance and insurance and claims.  These expenses generally vary  based
on  the number of miles generated.  We also evaluate these costs on a  per-

                                     13
<PAGE>

mile  basis  to adjust for the impact on the percentage of total  operating
revenues  caused  by  changes in fuel surcharge  revenues,  per-mile  rates
charged  to  customers and non-trucking revenues.  As discussed further  in
the comparison of operating results for first quarter 2009 to first quarter
2008,  several industry-wide issues could cause costs to increase in future
periods.   These  issues  include a softer freight  market,  changing  fuel
prices,  higher  new truck and trailer purchase prices and  a  weaker  used
equipment  market.  Our main fixed costs include depreciation  expense  for
tractors  and trailers and equipment licensing fees (included in taxes  and
licenses  expense).   The  Truckload  segment  requires  substantial   cash
expenditures  for tractor and trailer purchases.  We fund  these  purchases
with  net  cash from operations and financing available under our  existing
credit facilities, as management deems necessary.

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

                                     14
<PAGE>

Results of Operations:

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

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                        March 31,
                                                   --------------------     %
                                                     2009        2008     Change
                                                   --------    --------   -------
<S>                                                <C>         <C>        <C>
Trucking revenues, net of fuel surcharge (1)       $307,976    $348,424   -11.6%
Trucking fuel surcharge revenues (1)                 34,653      95,769   -63.8%
Non-trucking revenues, including VAS (1)             48,669      64,119   -24.1%
Other operating revenues (1)                          3,210       4,475   -28.3%
                                                   --------    --------
    Total operating revenues (1)                   $394,508    $512,787   -23.1%
                                                   ========    ========

Operating ratio (consolidated) (2)                     97.1%       97.4%
Average monthly miles per tractor                     9,550       9,868    -3.2%
Average revenues per total mile (3)                  $1.438      $1.453    -1.0%
Average revenues per loaded mile (3)                 $1.662      $1.684    -1.3%
Average percentage of empty miles (4)                 13.50%      13.72%   -1.6%
Average trip length in miles (loaded)                   469         542   -13.5%
Total miles (loaded and empty) (1)                  214,170     239,744   -10.7%
Average tractors in service                           7,475       8,099    -7.7%
Average revenues per tractor per week (3)            $3,169      $3,309    -4.2%
Total tractors (at quarter end)
    Company                                           6,675       7,315
    Owner-operator                                      700         765
                                                   --------    --------
         Total tractors                               7,375       8,080

Total trailers (Truckload and Intermodal, at
  quarter end)                                       24,885      24,950

</TABLE>

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

     The  following table sets forth the revenues, operating  expenses  and
operating  income for  the Truckload  segment.  Revenues  for the Truckload
segment  include non-trucking  revenues of $1.2 million for the three-month
period  ended March  31, 2009 and  $1.9 million  for the three-month period
ended March 31, 2008, as described on page 11.

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                        March 31,
                                           ------------------------------------
Truckload Transportation Services                2009                2008
                                           ----------------    ----------------
 (amounts in thousands)                         $       %           $       %
 ----------------------                    ----------------    ----------------
<S>                                        <C>        <C>      <C>        <C>
Revenues                                   $ 343,857  100.0    $ 446,169  100.0
Operating expenses                           334,996   97.4      436,934   97.9
                                           ---------           ---------
Operating income                           $   8,861    2.6    $   9,235    2.1
                                           =========           =========

</TABLE>

                                     15
<PAGE>

     Higher  fuel  prices and higher fuel surcharge revenues  increase  our
consolidated  operating ratio and the Truckload segment's  operating  ratio
when  fuel  surcharges  are reported on a gross basis  as  revenues  versus
netting against fuel expenses.  Eliminating fuel surcharge revenues,  which
are generally a more volatile source of revenue, provides a more consistent
basis  for comparing the results of operations from period to period.   The
following  table calculates the Truckload segment's operating ratio  as  if
fuel  surcharges  are  excluded from revenue  and  instead  reported  as  a
reduction of operating expenses.

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                        March 31,
                                           ------------------------------------
Truckload Transportation Services                2009                2008
                                           ----------------    ----------------
 (amounts in thousands)                         $       %           $       %
 ----------------------                    ----------------    ----------------
<S>                                        <C>        <C>      <C>        <C>
Revenues                                   $ 343,857           $ 446,169
Less: trucking fuel surcharge revenues        34,653              95,769
                                           ---------           ---------
Revenues, net of fuel surcharges             309,204  100.0      350,400  100.0
                                           ---------           ---------
Operating expenses                           334,996             436,934
Less: trucking fuel surcharge revenues        34,653              95,769
                                           ---------           ---------
Operating expenses, net of fuel surcharges   300,343   97.1      341,165   97.4
                                           ---------           ---------
Operating income                           $   8,861    2.9    $   9,235    2.6
                                           =========           =========

</TABLE>

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

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                         March 31,
                                             ----------------------------------
                                                  2009               2008
                                             ---------------    ---------------
Value Added Services (amounts in thousands)      $       %          $       %
-------------------------------------------  ---------------    ---------------
<S>                                          <C>       <C>      <C>       <C>
Revenues                                     $ 47,473  100.0    $ 62,186  100.0
Rent and purchased transportation expense      39,438   83.1      52,679   84.7
                                             --------           --------
Gross margin                                    8,035   16.9       9,507   15.3
Other operating expenses                        6,302   13.3       5,840    9.4
                                             --------           --------
Operating income                             $  1,733    3.6    $  3,667    5.9
                                             ========           ========

</TABLE>

Three Months Ended March 31, 2009 Compared to Three Months Ended March  31,
---------------------------------------------------------------------------
2008
----

Operating Revenues

     Operating  revenues decreased 23.1% for the three months  ended  March
31,  2009,  compared to the same period of the prior year.  Excluding  fuel
surcharge  revenues, trucking revenues decreased 11.6% due primarily  to  a
7.7%  decrease  in  the average number of tractors in service  and  a  3.2%
decrease  in average monthly miles per tractor.  The lower average  monthly
miles per tractor can be partially attributed to one less calendar business
day  in first quarter 2009.  With respect to pricing and rates, revenue per
total mile, excluding fuel surcharges, decreased by 1.0%.

                                     16
<PAGE>

     The  already soft freight market weakened further during first quarter
2009.   The  recessionary economy, combined with many shippers aggressively
reducing  their inventories, caused a severe slowdown in freight shipments,
particularly in the retail sector.  The retail sector is the industry group
from  which  the  largest  percentage of our revenues  are  generated.   We
proactively  adapted  to  these challenging market  conditions  by  further
reducing  our fleet by 4% during first quarter 2009 (a 150-truck  reduction
in  January  and  a 175-truck reduction in March).  However,  during  first
quarter 2009, the decline in freight shipments exceeded our fleet reduction
efforts,  which  caused  a  significant decline  in  our  daily  pre-booked
percentages  of loads to trucks ("pre-books").   In the last  few  days  of
March  2009  and in April 2009, freight volumes began to improve  from  the
very  weak  levels  experienced for most of  first  quarter  2009,  however
freight volumes remain well below the same period in the prior year.

     The  soft  freight market during first quarter 2009 combined with  the
excess  truck capacity in the market caused increased pressure  on  freight
rates.   This  resulted  in the 1.0% decrease in revenue  per  total  mile,
excluding  fuel  surcharge.  We expect the pressure  on  freight  rates  to
continue  until  freight demand improves, and we could  experience  further
rate deterioration.

     Fuel  surcharge revenues represent collections from customers for  the
higher  cost of fuel.  These revenues decreased 63.8% to $34.7  million  in
first  quarter  2009 from $95.8 million in first quarter  2008  due  to  an
average  decrease in diesel fuel costs of $1.49 per gallon in first quarter
2009  compared to first quarter 2008.  To lessen the effect of  fluctuating
fuel  prices  on our margins, we collect fuel surcharge revenues  from  our
customers.   Our fuel surcharge programs are designed to (i) recoup  higher
fuel  costs from customers when fuel prices rise and (ii) provide customers
with  the  benefit  of  lower fuel costs when fuel prices  decline.   These
programs  enable us to recover a majority, but not all, of the  fuel  price
increases.   The remaining portion is generally not recoverable because  it
results from empty miles, which are not billable to customers, out-of-route
miles, and truck idle time.  Fuel prices that change rapidly in short  time
periods  also  impact  our  recovery because the  surcharge  rate  in  most
programs  only  changes  once per week.  In a  rapidly  rising  fuel  price
market,  there  is generally a several week delay between  the  payment  of
higher  fuel  prices and surcharge recovery.  In a rapidly  declining  fuel
price  market,  the  opposite generally occurs, and there  is  a  temporary
higher surcharge recovery compared to the price paid for fuel.

     We continue to diversify our business from the Van fleet to Dedicated,
Regional,  Expedited,  and  North America  cross-border  in  the  Truckload
segment  and  Freight Management, Intermodal, Brokerage and  Werner  Global
Logistics  International in the VAS segment.  This  diversification  helped
soften  the  impact of the weak freight market in first  quarter  2009  and
enables us to provide expanded services to our customers.

     We remain committed to serving, and are not leaving, the one-way long-
haul  sector of the truckload market.  Rather, we are changing the ways  we
serve  our  customers  in  this  market by  providing  more  cost-effective
solutions  that  provide higher returns.  While we have  de-emphasized  the
lower-asset-return solo driver solution, we continue to grow several  other
customer-focused  solutions for this market.  These solutions  include  the
use  of  team  drivers,  engineered networks of relay  trucks,  third-party
brokerage carriers, power-only with trucks provided by third-party carriers
and intermodal.

     VAS  revenues are generated by its four operating units.  VAS revenues
decreased  23.7% to $47.5 million in first quarter 2009 from $62.2  million
in  first  quarter 2008 due to three factors:  (i) a 19% reduction  in  the
average  revenue per shipment due to lower fuel prices and customer  rates;
(ii)  shifting significantly more shipments, revenues and gross margin from
our  VAS  segment  to our Truckload segment in first quarter  2009  (19,637
shipments  in  first  quarter 2009 compared to 15,554  shipments  in  first
quarter 2008) to cushion the impact of the very soft freight market on  the
Truckload  segment;  and (iii) a significantly weaker freight  market  that
reduced  the  number of industry freight shipments by an estimated  15%  to
20%,  which was offset by VAS shipment growth due to new customer business.

                                     17
<PAGE>

VAS  gross margin dollars decreased 15.5% to $8.0 million in first  quarter
2009 from $9.5 million for the same period in 2008 due to the reasons noted
above.

     Our  Brokerage  revenues and gross margins declined due to the factors
described in the paragraph above.  Freight Management revenues declined due
to  reduced  shipments  with existing customers.  Intermodal  revenues  and
gross  margins  declined  because  of an  extremely  weak  and  competitive
intermodal market in first quarter 2009.

Operating Expenses

     Our  operating ratio (operating expenses expressed as a percentage  of
operating  revenues) was 97.1% for the three months ended March  31,  2009,
compared to 97.4% for the three months ended March 31, 2008.  Expense items
that  impacted  the overall operating ratio are described on the  following
pages.   The  tables  on  page 16 show the operating ratios  and  operating
margins for our two reportable segments, Truckload and VAS.

     The  following table sets forth the cost per total mile  of  operating
expense  items  for  the Truckload segment for the periods  indicated.   We
evaluate operating costs for this segment on a per-mile basis, which  is  a
better measurement tool for comparing the results of operations from period
to period.

<TABLE>
<CAPTION>

                                                 Three Months Ended  Increase
                                                      March 31,     (Decrease)
                                                 ------------------
                                                   2009      2008    per Mile
                                                 -----------------------------
<S>                                               <C>       <C>       <C>
Salaries, wages and benefits                      $0.599    $0.574    $0.025
Fuel                                               0.240     0.515    (0.275)
Supplies and maintenance                           0.169     0.160     0.009
Taxes and licenses                                 0.114     0.118    (0.004)
Insurance and claims                               0.100     0.103    (0.003)
Depreciation                                       0.185     0.168     0.017
Rent and purchased transportation                  0.135     0.173    (0.038)
Communications and utilities                       0.020     0.021    (0.001)
Other                                              0.002    (0.009)    0.011

</TABLE>

     Owner-operator costs are included in rent and purchased transportation
expense.   Owner-operator miles as a percentage of total miles  were  11.6%
for  first  quarter 2009 compared to 12.2% for first quarter 2008.   Owner-
operators  are  independent contractors who supply their  own  tractor  and
driver  and are responsible for their operating expenses (including  driver
pay,  fuel,  supplies and maintenance and fuel taxes).   This  decrease  in
owner-operator miles as a percentage of total miles shifted costs from  the
rent  and  purchased  transportation category to other expense  categories.
Due  to  this  decrease, we estimate that rent and purchased transportation
expense for the Truckload segment was lower by approximately 0.7 cents  per
total  mile,  and other expense categories had offsetting  increases  on  a
total-mile  basis as follows: (i) salaries, wages and benefits, 0.3  cents;
(ii)  fuel,  0.2 cents; (iii) supplies and maintenance, 0.1 cent  and  (iv)
depreciation, 0.1 cent.

     As the economy slowed during the latter part of 2008, we took steps to
further  manage  and  reduce a variety of controllable costs  and  identify
efficiencies.  Numerous cost-saving programs were implemented during  first
quarter 2009, and we will implement several other cost-saving opportunities
in  the  coming  months.   Examples  of our  cost-saving  measures  include
decreasing  the  company-matching contribution percentage  for  our  401(k)
plan,  reducing  driver advertising and other driver  recruiting  expenses,
restructuring discretionary driver pay programs and improving our ratio  of
tractors  to  non-driver employees.  We improved our  tractor-to-non-driver
ratio for the trucking operation from December 31, 2008 to March 31, 2009.

                                     18
<PAGE>

     Salaries,  wages and benefits in the Truckload segment  increased  2.5
cents  per  mile  on a total mile basis in first quarter 2009  compared  to
first  quarter  2008.   This  increase is primarily  attributed  to  higher
student  pay  (average active trainer teams increased  12%),  group  health
insurance   costs  and  non-driver  salaries  for  office   and   equipment
maintenance  personnel and, as discussed above, the  shift  from  rent  and
purchased  transportation to salaries, wages and benefits  because  of  the
decrease  in owner-operator miles as a percentage of total miles.  Although
we  have improved our tractor to non-driver ratio (as discussed above), the
benefit was not fully realized during first quarter 2009 because of related
one-time  costs  that  occurred during the quarter.  Within  the  Truckload
segment,  these  cost  increases were offset partially  by  lower  workers'
compensation expense.  Non-driver salaries, wages and benefits increased in
the  non-trucking VAS segment.  Although VAS revenues were lower  in  first
quarter  2009 than in the first quarter 2008, VAS handled 3% more shipments
in  first  quarter  2009,  including those  transferred  to  the  Truckload
segment.

     We renewed our workers' compensation insurance coverage for the policy
year  beginning  April 1, 2009.  Our coverage levels are the  same  as  the
prior  policy year.  We continue to maintain a self-insurance retention  of
$1.0  million per claim.  Our workers' compensation insurance premiums  for
the  policy year beginning April 2009 are slightly lower than the  previous
policy year, due primarily to lower projected payroll.

     The  qualified  and  student driver recruiting and  retention  markets
improved  in first quarter 2009 compared to first quarter 2008.   Generally
going  into  the  spring  season, the driver market  is  difficult  due  to
seasonal  construction and housing jobs that become available with improved
weather   conditions.   The  current  weakness  in  the  construction   and
automotive industries, trucking company failures and fleet reductions,  and
the  higher  national unemployment rate contribute to  an  improved  driver
recruiting  and  retention  market.  We  anticipate  that  availability  of
drivers will remain strong until current economic conditions improve.  When
economic conditions improve, competition for qualified drivers will  likely
increase,  and  we cannot predict whether we will experience future  driver
shortages.  If such a shortage were to occur and driver pay rate  increases
were  necessary  to attract and retain drivers, our results  of  operations
would be negatively impacted to the extent that corresponding freight  rate
increases were not obtained.

     Fuel decreased 27.5 cents per total mile for the Truckload segment due
to  lower average diesel fuel prices following the rapid fuel price decline
that  occurred  in fourth quarter 2008 and improved miles per  gallon  (see
paragraph  below).  Diesel fuel prices decreased slightly  during  much  of
first  quarter  2009 and at a much slower rate than the fuel price  decline
during fourth quarter 2008.  Prices began to increase in the last two weeks
of  March and were slightly higher at quarter-end than the beginning of the
quarter.   Average diesel fuel costs were $1.49 per gallon lower  in  first
quarter 2009 than in first quarter 2008.

     During  first  quarter 2009, we continued to improve  fuel  miles  per
gallon  ("mpg")  through  several initiatives to improve  fuel  efficiency.
These  initiatives  have  been ongoing since March  2008  and  include  (i)
reducing   truck  idle  time,  (ii)  lowering  non-billable  miles,   (iii)
increasing the percentage of aerodynamic, more fuel-efficient trucks in the
company  truck fleet and (iv) installing auxiliary power units ("APUs")  in
company  trucks.   As  of  March  31,  2009,  we  had  installed  APUs   in
approximately 50% of the company-owned truck fleet.  As a result  of  these
fuel savings initiatives, we improved our company truck average mpg by 5.6%
in first quarter 2009 compared to first quarter 2008.  This mpg improvement
resulted  in  the purchase of 2.0 million fewer gallons of diesel  fuel  in
first quarter 2009 than in first quarter 2008.  This equates to a reduction
of  approximately 22,000 tons of carbon dioxide emissions.   We  intend  to
continue  these and other environmentally conscious initiatives,  including
our  active participation as a U.S. Environmental Protection Agency ("EPA")
SmartWay Transport Partner.

     Shortages  of  fuel,  increases in fuel prices and  petroleum  product
rationing  can  have  a  materially adverse effect on  our  operations  and
profitability.   We  are unable to predict whether fuel price  levels  will
increase  or decrease in the future or the extent to which fuel  surcharges

                                     19
<PAGE>

will  be  collected  from  customers.  As of March  31,  2009,  we  had  no
derivative  financial  instruments to reduce our  exposure  to  fuel  price
fluctuations.

     Supplies and maintenance for the Truckload segment increased 0.9 cents
per  total mile in first quarter 2009 compared to first quarter 2008.   The
average  age of our company truck fleet increased from 2.2 years  at  March
31, 2008 to 2.5 years at March 31, 2009.  The higher average age results in
more  maintenance  that is not covered by warranty.   Increased  labor  and
parts  rates charged by over-the-road vendors also contributed to the first
quarter 2009 increase in maintenance costs compared to first quarter  2008.
Severe  cold weather in January 2009 also caused an increase in towing  and
jumpstart costs.

     Taxes  and licenses for the Truckload segment decreased 0.4 cents on a
per-total-mile basis in first quarter 2009 compared to first  quarter  2008
due  to  a  decrease  in  fuel  taxes per  mile  resulting  from  the  5.6%
improvement  in  the company truck mpg.  An improved mpg results  in  fewer
gallons of diesel fuel purchased and consequently lower fuel taxes.

     Insurance and claims for the Truckload segment decreased slightly,  by
0.3  cents per total mile, in first quarter 2009 compared to first  quarter
2008.   We  renewed our liability insurance policies on August 1, 2008  and
continue  to  be responsible for the first $2.0 million per claim  with  an
annual  $8.0  million aggregate for claims between $2.0  million  and  $5.0
million.   The  annual aggregate for claims in excess of $5.0  million  and
less than $10.0 million was lowered from $5.0 million to $4.0 million.   We
maintain liability insurance coverage with insurance carriers substantially
in excess of the $10.0 million per claim.  Our liability insurance premiums
for  the policy year that began August 1, 2008 are slightly lower than  the
previous policy year.

     Depreciation expense for the Truckload segment increased 1.7 cents per
total  mile  in  first quarter 2009 compared to first quarter  2008.   This
increase  was due primarily to lower average miles per tractor  (which  has
the  effect  of  increasing this fixed cost when evaluated on  a  per  mile
basis) and, to a lesser extent, an increase in the number of APUs installed
on company trucks and a higher ratio of trailers to tractors resulting from
the  tractor fleet reductions.  While we incur depreciation expense on  the
APUs,  we also incur lower fuel expense because tractors with APUs  consume
less fuel during periods of truck idling.

     Depreciation expense was historically affected by the engine emissions
standards  imposed  by the EPA that became effective in  October  2002  and
applied to all new trucks purchased after that time, resulting in increased
truck  purchase costs.  Depreciation expense is affected because in January
2007,  a  second  set of more strict EPA engine emissions standards  became
effective  for  all newly manufactured truck engines.  Compared  to  trucks
with engines produced before 2007, the trucks with new engines manufactured
under  the  2007 standards have higher purchase prices.  We began  to  take
delivery  of trucks with these 2007-standard engines in first quarter  2008
to replace older trucks in our fleet.  The engines in our fleet of company-
owned  trucks as of March 31, 2009 consist of 72% Caterpillar, 14%  Detroit
Diesel, 7% Cummins, and 7% Mercedes Benz.

     In  January  2010, a final set of more rigorous EPA-mandated emissions
standards will become effective for all new engines manufactured after that
date.   It is expected that these trucks will have a higher purchase  price
than the trucks manufactured to meet the 2007 EPA engine emission standards
but  may  be more fuel efficient.  We are currently evaluating the  options
available to us to prepare for the upcoming 2010 standards.

     Rent  and purchased transportation expense consists mainly of payments
to third-party capacity providers in the VAS segment and other non-trucking
operations  and payments to owner-operators in the Truckload segment.   The
payments  to  third-party capacity providers generally  vary  depending  on
changes  in  the  volume of services generated by the VAS  segment.   As  a
percentage  of VAS revenues, VAS rent and purchased transportation  expense
decreased to 83.1% in first quarter 2009 compared to 84.7% in first quarter
2008.

                                     20
<PAGE>

     Rent  and purchased transportation for the Truckload segment decreased
3.8  cents  per total mile in first quarter 2009 due primarily to decreased
fuel  prices  that resulted in lower reimbursements to owner-operators  for
fuel  and,  to  a lesser extent, the decrease in the percentage  of  owner-
operator  truck  miles  versus  company truck  miles.   Our  customer  fuel
surcharge programs do not differentiate between miles generated by company-
owned and owner-operator trucks.  Challenging operating conditions continue
to   make   owner-operator  recruitment  and  retention  difficult.    Such
conditions  include inflationary cost increases that are the responsibility
of  owner-operators and a shortage of financing.  We have historically been
able  to  add company-owned tractors and recruit additional company drivers
to  offset any decrease in the number of owner-operators.  If a shortage of
owner-operators  and  company  drivers  occurs,  increases  in   per   mile
settlement  rates (for owner-operators) and driver pay rates  (for  company
drivers)  may  become necessary to attract and retain these drivers.   This
could  negatively affect our results of operations to the  extent  that  we
were not able to obtain corresponding freight rate increases.

     Other operating expenses for the Truckload segment increased 1.1 cents
per  total mile in first quarter 2009.  Gains on sales of assets (primarily
trucks  and  trailers)  are  reflected as a reduction  of  other  operating
expenses and are reported net of sales-related expenses, including costs to
prepare the equipment for sale.  Gains on sales of assets decreased to $0.7
million in first quarter 2009 from $3.7 million in first quarter 2008.   In
first  quarter 2009, we realized lower average gains per truck and  trailer
sold.   We sold fewer trailers because of the effect of the softer  freight
market  and experienced lower buyer demand for used trucks due to the  weak
spot  market for freight.  During first quarter 2009, we closed five  lower
volume  Fleet  Truck Sales offices and continue to operate in 11  locations
across   the  continental  United  States.   We  believe  our  wholly-owned
subsidiary and used truck retail network, Fleet Truck Sales, is one of  the
largest  Class  8 used truck and equipment retail entities  in  the  United
States.  Fleet Truck Sales continues to be our resource for remarketing our
used trucks and trailers.

Other Expense (Income)

     Our interest income was $0.5 million in first quarter 2009 compared to
$1.1  million in first quarter 2008.  Our average cash and cash equivalents
balances  were  comparable for first quarter 2009 and first  quarter  2008;
however, the average interest rate earned on these funds was lower in first
quarter 2009.

Income Taxes

     Our  effective income tax rate (income taxes expressed as a percentage
of  income  before  income taxes) increased slightly  to  42.2%  for  first
quarter 2009 from 42.0% for first quarter 2008.  The higher income tax rate
was  due  primarily to lower income before income taxes  on  an  annualized
basis,  which  caused non-deductible expenses such as driver  per  diem  to
comprise a larger percentage of our income before income taxes.

Liquidity and Capital Resources:

     During  the  three  months ended March 31, 2009, net cash provided  by
operating  activities  decreased to $76.6 million, a  4.3%  decrease  ($3.4
million)  in  cash flows compared to the same three-month period  one  year
ago.   The  decrease in net cash provided by operating activities  resulted
primarily  from  (i)  a  $16.9 million decrease in cash  flows  related  to
accounts payable, primarily due to the timing of revenue equipment payments
and the volume and timing of VAS payments to third-party capacity providers
and  (ii)  a  decrease in long-term insurance and claims  accruals  due  to
settlements  of claims.  These decreases in net cash provided by  operating
activities  were  offset partially by a lower accounts  receivable  balance
because of a decrease in fuel surcharge billings in first quarter 2009.  We
were  able  to make net capital expenditures, repay debt and pay  dividends
because of the net cash provided by operating activities and existing  cash
balances as discussed below.

                                     21
<PAGE>

     Net cash used in investing activities for the three-month period ended
March  31, 2009 increased by 81.3% ($19.0 million), from $23.4 million  for
the three-month period ended March 31, 2008 to $42.5 million for the three-
month  period  ended  March  31, 2009.  Net property  additions  (primarily
revenue  equipment)  were  $43.6 million for the three-month  period  ended
March 31, 2009, compared to $25.4 million during the same period of 2008.

     As  of  March  31, 2009, we were committed to property  and  equipment
purchases,  net of trades, of approximately $33.6 million.  We  expect  our
net  capital expenditures (primarily revenue equipment) to be in the  range
of  $75.0  million to $125.0 million in 2009.  We intend to fund these  net
capital  expenditures  through  cash flow  from  operations  and  financing
available  under  our  existing  credit  facilities,  as  management  deems
necessary.

     Net  financing  activities used $33.6 million during the three  months
ended March 31, 2009 and $4.4 million during the same period in 2008.   The
change  from 2008 to 2009 included $30.0 million in debt repayments  during
the  three-month period ended March 31, 2009 and no debt repayments  during
the  three-month  period ended March 31, 2008.  We paid dividends  of  $3.6
million  in  first  quarter 2009 and $3.5 million in  first  quarter  2008.
Financing  activities included no common stock repurchases for  the  three-
month  period ended March 31, 2009 and $4.5 million in the same  period  of
2008.  From time to time, the Company has repurchased, and may continue  to
repurchase, shares of the Company's common stock.  The timing and amount of
such  purchases depends on market and other factors.  As of March 31, 2009,
the Company had purchased 1,041,200 shares pursuant to our current Board of
Directors  repurchase  authorization and  had  6,958,800  shares  remaining
available for repurchase.

     Management  believes  our  financial position at  March  31,  2009  is
strong.   As  of  March 31, 2009, we had $48.9 million  of  cash  and  cash
equivalents  and $747.6 million of stockholders' equity.  Cash is  invested
in government portfolio money market funds.  We do not hold any investments
in auction-rate securities.  As of March 31, 2009, we had $225.0 million of
available  credit  pursuant  to  credit facilities,  of  which  we  had  no
outstanding  borrowings.  The credit available under  these  facilities  is
further  reduced  by  the $43.8 million in letters of credit  we  maintain.
These  letters  of credit are primarily required as security for  insurance
policies.   Based on our strong financial position, management foresees  no
significant barriers to obtaining sufficient financing, if necessary.

                                     22
<PAGE>

Contractual Obligations and Commercial Commitments:

     The  following  tables  set  forth  our  contractual  obligations  and
commercial commitments as of March 31, 2009.

<TABLE>
<CAPTION>

                                   Payments Due by Period
                                       (in millions)


                                         Less
                                        than 1     1-3       3-5   More than 5  Period
                              Total      year     years     years     years    Unknown
--------------------------------------------------------------------------------------
<S>                          <C>       <C>       <C>       <C>       <C>       <C>
Contractual Obligations
Unrecognized tax benefits    $   7.2   $   1.1   $     -   $     -   $     -   $   6.1
Equipment purchase
  commitments                   33.6      33.6         -         -         -         -
                             -------   -------   -------   -------   -------   -------
Total contractual cash
  obligations                $  40.8   $  34.7   $     -   $     -   $     -   $   6.1
                             =======   =======   =======   =======   =======   =======

Other Commercial Commitments
Unused lines of credit       $ 181.2   $  50.0   $ 131.2   $     -   $     -   $     -
Standby letters of credit       43.8      43.8         -         -         -         -
                             -------   -------   -------   -------   -------   -------
Total commercial commitments $ 225.0   $  93.8   $ 131.2   $     -   $     -   $     -
                             =======   =======   =======   =======   =======   =======

 Total obligations           $ 265.8   $ 128.5   $ 131.2   $     -   $     -   $   6.1
                             =======   =======   =======   =======   =======   =======

</TABLE>

     We  have  committed credit facilities with two banks  totaling  $225.0
million,  of  which  we had no outstanding borrowings at  March  31,  2009.
These  credit  facilities  bear  variable  interest  based  on  the  London
Interbank  Offered  Rate  ("LIBOR").   The  credit  available  under  these
facilities  is further reduced by the amount of standby letters  of  credit
under which we are obligated.  The unused lines of credit are available  to
us  in the event we need financing for the replacement of our fleet or  for
other   significant  capital  expenditures.   Given  our  strong  financial
position,  we  expect  that  we  could  obtain  additional  financing,   if
necessary.   The  standby  letters of credit  are  primarily  required  for
insurance policies.  The equipment purchase commitments relate to committed
equipment  expenditures.  As of March 31, 2009, we  have  recorded  a  $7.2
million liability for unrecognized tax benefits.  We expect $1.1 million to
be  settled  within  the next twelve months and are  unable  to  reasonably
determine  when  the $6.1 million categorized as "period unknown"  will  be
settled.

Off-Balance Sheet Arrangements:

     As  of  March  31,  2009, we  did not have any non-cancelable  revenue
equipment  operating leases or other arrangements that meet the  definition
of an off-balance sheet arrangement.

                                     23
<PAGE>

Regulations:

     Effective  October 1, 2005, all truckload carriers became  subject  to
revised  hours  of service ("HOS") regulations issued by the Federal  Motor
Carrier Safety Administration ("FMCSA") ("2005 HOS Regulations").  The most
significant  change  for  us from the previous  regulations  is  that  now,
pursuant to the 2005 HOS Regulations, drivers using the sleeper berth  must
take  at  least one break of eight consecutive hours off-duty during  their
ten hours off-duty.  Previously, drivers using a sleeper berth were allowed
to  split  their ten-hour off-duty time into two periods, provided  neither
period  was  less  than  two  hours.  The more  restrictive  sleeper  berth
regulations are requiring some drivers to plan their time better.  The 2005
HOS  Regulations  also  had a negative impact on  our  mileage  efficiency,
resulting  in lower mileage productivity for those customers with multiple-
stop shipments or those shipments with pick-up or delivery delays.

     Effective  December 27, 2007, the FMCSA issued an interim  final  rule
that  amended the 2005 HOS Regulations to (i) allow drivers up to 11  hours
of  driving time within a 14-hour, non-extendable window from the start  of
the workday (this driving time must follow 10 consecutive hours of off-duty
time) and (ii) restart calculations of the weekly on-duty time limits after
the  driver has at least 34 consecutive hours off duty.  This interim  rule
made  essentially  no  changes to the 11-hour  driving  limit  and  34-hour
restart  rules  that we have been following since the 2005 HOS  Regulations
became  effective.   In 2006 and 2007, the U.S. Court of  Appeals  for  the
District  of  Columbia also considered the 2005 HOS Regulations  and  heard
arguments  on the various petitions for review, one of which was  submitted
by  Public Citizen (a consumer safety organization).  On January 23,  2008,
the  Court  denied Public Citizen's motion to invalidate the interim  final
rule.   The  FMCSA  solicited  comments on the  interim  final  rule  until
February  15,  2008.  On November 19, 2008, the FMCSA issued a  final  rule
which adopts the provisions of the December 2007 interim final rule.   This
rule  became effective January 19, 2009.  On March 9, 2009, Public  Citizen
and  other  safety advocate groups petitioned the Court for reconsideration
of  the FMCSA's final rule, asserting the rule is not stringent enough.  On
March  12, 2009, the American Trucking Associations then filed a motion  to
intervene  in  support of keeping the current FMCSA rules  in  place.   The
Court  has not issued its decision and is not expected to do so until 2010.
We will continue to monitor any developments.

     On  January  18,  2007,  the  FMCSA published  a  Notice  of  Proposed
Rulemaking ("NPRM") in the Federal Register on the trucking industry's  use
of  Electronic On-Board Recorders ("EOBRs") for compliance with HOS  rules.
The  intent  of  this  proposed rule is to (i) improve  highway  safety  by
fostering  development  of  new EOBR technology for  HOS  compliance;  (ii)
encourage EOBR use by motor carriers through incentives; and (iii)  require
EOBR  use by operators with serious and continuing HOS compliance problems.
Comments on the NPRM were to be received by April 18, 2007.  On January 23,
2009,  the FMCSA withdrew the proposed rule for reconsideration.  While  we
do  not  believe the rule, as proposed, would have a significant effect  on
our  operations  and  profitability, we will  continue  to  monitor  future
developments.

     The  EPA  mandated  a  new  set  of more  stringent  engine  emissions
standards for all newly manufactured truck engines.  These standards became
effective  in  January 2007.  Compared to trucks with engines  manufactured
before  2007  and not subject to the new standards, the trucks manufactured
with  the new engines have higher purchase prices (approximately $5,000  to
$10,000  more per  truck).  In  January 2010, a  final set of more rigorous
EPA-mandated emissions standards will become effective for all new  engines
manufactured  after  that date.  We are currently  evaluating  the  options
available to us to prepare for the upcoming 2010 standards.

     Several  U.S. states, counties and cities have enacted legislation  or
ordinances  restricting idling of trucks to short periods  of  time.   This
action  is  significant when it impacts the driver's ability  to  idle  the
truck  for  purposes  of  operating air conditioning  and  heating  systems
particularly  while  in  the  sleeper  berth.   Many  of  the  statutes  or
ordinances  recognize  the  need  of the  drivers  to  have  a  comfortable
environment   in   which  to  sleep  and  include  exceptions   for   those
circumstances.  California had such an exemption; however, since January 1,
2008,  the  California sleeper berth exemption no longer exists.   We  have

                                     24
<PAGE>

taken  steps  to  address this issue in California,  which  include  driver
training,  better  scheduling  and  the  installation  and  use  of   APUs.
California  has  also enacted restrictions on transport refrigeration  unit
("TRU")  emissions  that  require companies to operate  compliant  TRUs  in
California.   The  California  regulations apply  not  only  to  California
intrastate carriers, but also to carriers outside of California who wish to
enter the state with TRUs.  On January 9, 2009, the EPA issued California a
waiver from preemption (as published in the Federal Register on January 16,
2009),  which  enables California to phase in its regulations over  several
years  beginning July 17, 2009.  For compliance purposes, we  have  started
the TRU registration process in California, and we are currently evaluating
our  options  and alternatives for meeting these requirements in  2009  and
over the next several years as the regulations gradually become effective.

Critical Accounting Policies:

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

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

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

    *  Selections of estimated useful lives and salvage values for purposes
       of  depreciating  tractors   and  trailers.   Depreciable  lives  of
       tractors  and  trailers  range  from  5 to  12  years.  Estimates of
       salvage value at the expected date of trade-in or sale (for example,
       three years for tractors) are based on the expected market values of
       equipment at the time of disposal.  Although our normal  replacement
       cycle for tractors is three years, we calculate depreciation expense
       for  financial  reporting  purposes  using a  five-year life and 25%
       salvage  value.  Depreciation  expense  calculated  in  this  manner
       continues  at  the same straight-line  rate (which  approximates the
       continuing declining market value of the tractors) when a tractor is
       held  beyond the  normal three-year  age.  Calculating  depreciation
       expense  using a five-year life and 25% salvage value results in the
       same  annual depreciation  rate (15% of cost  per year) and the same
       net  book value  at the normal  three-year replacement  date (55% of

                                     25
<PAGE>

       cost)  as using  a  three-year  life  and  55%  salvage  value.   We
       continually  monitor the  adequacy of  the lives  and salvage values
       used  in   calculating   depreciation  expense   and  adjust   these
       assumptions appropriately when warranted.
    *  Impairment  of  long-lived  assets.  We review our long-lived assets
       for  impairment  whenever  events  or   circumstances  indicate  the
       carrying  amount  of  a long-lived asset may not be recoverable.  An
       impairment  loss would  be recognized  if the carrying amount of the
       long-lived asset is not recoverable and the carrying  amount exceeds
       its fair value.  For long-lived assets classified as held and  used,
       the  carrying amount  is not recoverable  when the carrying value of
       the  long-lived asset exceeds  the sum of the future net cash flows.
       We  do not separately  identify assets by  operating segment because
       tractors  and trailers are routinely  transferred from one operating
       fleet  to another.  As a  result, none of our long-lived assets have
       identifiable cash flows from use that are largely independent of the
       cash flows of other assets and liabilities.  Thus,  the asset  group
       used to assess impairment would include all of our assets.
    *  Estimates  of  accrued  liabilities  for  insurance  and claims  for
       liability and physical damage losses and workers' compensation.  The
       insurance and claims accruals (current and noncurrent) are  recorded
       at  the  estimated  ultimate  payment  amounts  and  are  based upon
       individual  case  estimates  (including  negative  development)  and
       estimates of incurred-but-not-reported losses using loss development
       factors  based  upon past experience.  An  actuary reviews our self-
       insurance reserves for bodily injury and property damage claims  and
       workers' compensation claims every six months.
    *  Policies  for  revenue  recognition.  Operating  revenues (including
       fuel surcharge revenues) and related direct costs are recorded  when
       the  shipment  is  delivered.  For  shipments  where  a  third-party
       capacity provider (including owner-operators under contract with us)
       is utilized to provide some or all of the service and we (i) are the
       primary obligor in  regard to the shipment  delivery, (ii) establish
       customer  pricing   separately  from   carrier  rate   negotiations,
       (iii)  generally  have   discretion  in  carrier   selection  and/or
       (iv) have  credit risk on the  shipment, we record both revenues for
       the  dollar value of  services we bill to  the customer and rent and
       purchased  transportation expense for transportation costs we pay to
       the  third-party  provider  upon  the  shipment's  delivery.  In the
       absence  of the  conditions listed above, we  record revenues net of
       those expenses related to third-party providers.
    *  Accounting  for  income taxes.  Significant  management  judgment is
       required  to   determine  (i)  the  provision   for  income   taxes,
       (ii) whether deferred income  taxes will be  realized in  full or in
       part  and (iii) the  liability  for  unrecognized  tax  benefits  in
       accordance with the  provisions of  Financial  Accounting  Standards
       Board ("FASB") Interpretation No. 48,  Accounting for Uncertainty in
       Income Taxes - an Interpretation of FASB Statement No. 109. Deferred
       income  tax assets and liabilities  are measured  using enacted  tax
       rates that are expected to apply to taxable income in the years when
       those temporary differences are expected to be recovered or settled.
       When it is more likely that all or some portion of specific deferred
       income  tax assets will  not be realized, a valuation allowance must
       be established for the amount of deferred income tax assets that are
       determined not to be realizable.  A valuation allowance for deferred
       income  tax  assets  has  not  been  deemed  necessary  due  to  our
       profitable  operations.   Accordingly,   if   facts   or   financial
       circumstances  change  and  consequently  impact  the  likelihood of
       realizing  the deferred  income tax assets, we  would need to  apply
       management's judgment to determine the amount of valuation allowance
       required in any given period.
    *  Allowance  for  doubtful  accounts.   The  allowance  for   doubtful
       accounts is our estimate of the amount of probable credit losses  in
       our   existing   accounts  receivable.   We  review  the   financial
       condition  of customers for granting credit and monitor  changes  in
       customers'  financial conditions on an ongoing basis.  We  determine
       the  allowance  based  on  our historical write-off  experience  and
       national  economic  conditions.  During 2008 and  the  beginning  of
       2009,  numerous  significant  events  affected  the  U.S.  financial

                                     26
<PAGE>

       markets   and   resulted   in  significant   reduction   of   credit
       availability and liquidity.  Consequently, we believe  some  of  our
       customers  may be unable to obtain or retain adequate  financing  to
       support  their businesses in the future.  We anticipate that because
       of  these  combined  factors, some of  our  customers  may  also  be
       compelled  to restructure their businesses or may be unable  to  pay
       amounts   owed  to  us.   We  have  formal  policies  in  place   to
       continually monitor credit extended to customers and to  manage  our
       credit  risk.   We  maintain  credit  insurance  for  some  customer
       accounts.   We  evaluate the adequacy of our allowance for  doubtful
       accounts  quarterly and believe our allowance for doubtful  accounts
       is adequate based on information currently available.

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

Accounting Standards:

     In   September  2006,  the  FASB  issued  SFAS  No.  157,  Fair  Value
Measurements ("No. 157").  This statement defines fair value, establishes a
framework  for  measuring  fair  value  in  generally  accepted  accounting
principles and expands disclosures about fair value measurements.  SFAS No.
157  does not require any new fair value measurements but rather eliminates
inconsistencies   in   guidance   found   in   various   prior   accounting
pronouncements and was effective for fiscal years beginning after  November
15,  2007.  In February 2008, the FASB issued FASB Staff Position No. 157-2
("FSP No. 157-2").  FSP No. 157-2 delays the effective date of SFAS No. 157
for all nonfinancial assets and nonfinancial liabilities, except those that
are recognized or disclosed at fair value in the financial statements on  a
recurring  basis  (at least annually), until fiscal years  beginning  after
November  15,  2008 and interim periods within those fiscal  years.   These
nonfinancial  items include assets and liabilities such as reporting  units
measured  at  a  fair value in a goodwill impairment test and  nonfinancial
assets   acquired  and  liabilities  assumed  in  a  business  combination.
Effective January 1, 2008, we adopted SFAS No. 157 for financial assets and
liabilities recognized at fair value on a recurring basis, and  on  January
1,  2009, we fully adopted SFAS No. 157.  Upon full adoption, SFAS No.  157
had  no  effect on our financial position, results of operations  and  cash
flows.

     In  December  2007,  the  FASB issued SFAS  No.  141  (revised  2007),
Business   Combinations   ("No.   141R").    This   statement   establishes
requirements  for  (i) recognizing and measuring in an acquiring  company's
financial  statements  the  identifiable assets acquired,  the  liabilities
assumed  and  any noncontrolling interest in the acquiree, (ii) recognizing
and  measuring the goodwill acquired in the business combination or a  gain
from  a bargain purchase and (iii) determining what information to disclose
to  enable  users of the financial statements to evaluate  the  nature  and
financial effects of the business combination.  The provisions of SFAS  No.
141R are effective for business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning
on  or after December 15, 2008.  Upon adoption, SFAS No. 141R had no effect
on our financial position, results of operations and cash flows.

     In  December  2007,  the  FASB  issued SFAS  No.  160,  Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB  No.  51
("No. 160").  This statement amends Accounting Research Bulletin No. 51  to
establish   accounting  and  reporting  standards  for  the  noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.   The
provisions  of  SFAS  No. 160 are effective for fiscal years,  and  interim
periods within those fiscal years, beginning on or after December 15, 2008.
Upon  adoption,  SFAS  No.  160 had no effect on  our  financial  position,
results of operations and cash flows.

                                     27
<PAGE>

     In  March  2008,  the  FASB  issued SFAS No.  161,  Disclosures  about
Derivative  Instruments  and  Hedging  Activities-an  amendment   of   FASB
Statement  No.  133 ("No. 161").  This statement amends FASB Statement  No.
133  to  require  enhanced  disclosures about an  entity's  derivative  and
hedging  activities.   The provisions of SFAS No.  161  are  effective  for
fiscal  years, and interim periods within those fiscal years, beginning  on
or  after November 15, 2008.  Upon adoption, SFAS No. 161 had no effect  on
our financial position, results of operations and cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     We  are  exposed  to  market  risk from changes in  commodity  prices,
foreign currency exchange rates and interest rates.

Commodity Price Risk

     The  price and availability of diesel fuel are subject to fluctuations
attributed  to  changes  in  the level of global oil  production,  refining
capacity, seasonality, weather and other market factors.  Historically,  we
have  recovered  a  majority, but not all, of  fuel  price  increases  from
customers  in  the form of fuel surcharges.  We implemented  customer  fuel
surcharge programs with most of our customers to offset much of the  higher
fuel  cost  per  gallon.  However, we do not recover all of the  fuel  cost
increase through these surcharge programs.  We cannot predict the extent to
which fuel prices will increase or decrease in the future or the extent  to
which fuel surcharges could be collected.  As of March 31, 2009, we had  no
derivative  financial  instruments to reduce our  exposure  to  fuel  price
fluctuations.

Foreign Currency Exchange Rate Risk

     We  conduct  business in several foreign countries, including  Mexico,
Canada  and China.  To date, most foreign revenues are denominated in  U.S.
Dollars,  and we receive payment for foreign freight services primarily  in
U.S.   Dollars  to  reduce  direct  foreign  currency  risk.   Assets   and
liabilities  maintained by subsidiary companies in the local  currency  are
subject  to foreign exchange gains or losses.  Foreign currency transaction
gain  and  losses  primarily relate to changes  in  the  value  of  revenue
equipment owned by a subsidiary in Mexico, whose functional currency is the
Peso.   Foreign currency transaction gains and losses were losses  of  $1.6
million  for first quarter 2009 and gains of $0.6 million for first quarter
2008.

Interest Rate Risk

     We  had no  debt outstanding at March 31, 2009.  Interest rates on our
unused  credit  facilities are based on the LIBOR.  Increases  in  interest
rates could impact our annual interest expense on future borrowings.  As of
March  31,  2009,  we do not have any derivative financial  instruments  to
reduce our exposure to interest rate increases.

Item 4.  Controls and Procedures.

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

                                     28
<PAGE>

controls  and  procedures are effective in enabling us to record,  process,
summarize  and report information required to be included in  our  periodic
filings  with  the  U.S.  Securities and  Exchange  Commission  within  the
required time period.

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

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

                                     29
<PAGE>

                                  PART II

                             OTHER INFORMATION

Item 1A.  Risk Factors.

     Risks  and  uncertainties  may  cause our  actual  results,  business,
financial  condition  and  cash  flows  to  materially  differ  from  those
anticipated in the forward-looking statements included in this  Form  10-Q.
A discussion of important factors relating to forward-looking statements is
included  in Item 1A (Risk Factors) of our Annual Report on Form  10-K  for
the  year  ended  December 31, 2008.  In addition to the risk  factors  set
forth  in  our Form 10-K, we believe the following additional  risk  factor
should be considered in evaluating our business.

Restrictions  on  travel to and from Mexico due to health  epidemics  could
disrupt our operations and have a material adverse effect on our operations
and profitability.

     Approximately 7% of our revenues are generated from freight moving  to
or from Mexico.  Our business could be materially and adversely affected by
restrictions  on  travel to and from Mexico due to  a  health  epidemic  or
outbreak such as influenza A (H1N1) (also referred to as the "swine  flu").
Any restrictions on travel to and from Mexico due to influenza A (H1N1)  or
another  epidemic  or  outbreak in Mexico may disrupt  our  operations  and
decrease  our  ability to provide services to our customers.  Additionally,
any  such epidemic or outbreak may have a material adverse effect on demand
for  freight  into  and  out of Mexico, which could  disrupt  our  business
operations  and  adversely affect our financial condition  and  results  of
operations.

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

     On  October 15, 2007, we announced that on October 11, 2007 our  Board
of  Directors  approved an increase in the number of shares of  our  common
stock  that  Werner  Enterprises, Inc. (the  "Company")  is  authorized  to
repurchase.   Under  this  authorization,  the  Company  is  permitted   to
repurchase  an  additional 8,000,000 shares.  As of  March  31,  2009,  the
Company  had purchased 1,041,200 shares pursuant to this authorization  and
had  6,958,800 shares remaining available for repurchase.  The Company  may
purchase  shares from time to time depending on market, economic and  other
factors.  The authorization will continue unless withdrawn by the Board  of
Directors.

     No shares of common stock were repurchased during the first quarter of
2009  by  either the Company or any "affiliated purchaser," as  defined  by
Rule 10b-18 of the Exchange Act.

                                     30

<PAGE>

Item 6.  Exhibits.

<TABLE>
<CAPTION>

 Exhibit No.   Exhibit                                        Incorporated by Reference to:
 -----------   -------                                        -----------------------------
   <S>         <C>                                            <C>
   3(i)        Restated Articles of Incorporation of Werner   Exhibit 3(i) to the Company's Quarterly
               Enterprises, Inc.                              Report on Form 10-Q for the quarter ended
                                                              June 30, 2007

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

   10.1        Named Executive Officer Compensation           Exhibit 10.4 to the Company's Annual
                                                              Report of Form 10-K for the year ended
                                                              December 31, 2008

    11         Statement Re: Computation of Per Share         See Note 5 (Earnings Per Share) in the
                                                              Notes to Earnings Consolidated Financial
                                                              Statements (Unaudited) under Item 1

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

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

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

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

</TABLE>

                                     31
<PAGE>

                                SIGNATURES


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


                                WERNER ENTERPRISES, INC.



Date:      May 4, 2009         By:  /s/ John J. Steele
        -----------------           ---------------------------------------
                                    John J. Steele
                                    Executive Vice President, Treasurer and
                                    Chief Financial Officer



Date:      May 4, 2009         By:  /s/ James L. Johnson
        -----------------           ---------------------------------------
                                    James L. Johnson
                                    Senior Vice President, Controller and
                                    Corporate Secretary

                                      32