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

                                  FORM 10-Q

[Mark one]
  [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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  October 29,  2009, 71,768,129 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:                                             4

        Consolidated  Statements of Income for the Three Months  Ended    5
        September 30, 2009 and 2008

        Consolidated  Statements of Income for the Nine  Months  Ended    6
        September 30, 2009 and 2008

        Consolidated Condensed Balance Sheets as of September 30, 2009    7
        and December 31, 2008

        Consolidated  Statements of Cash Flows  for  the  Nine  Months    8
        Ended September 30, 2009 and 2008

        Notes  to Consolidated Financial Statements (Unaudited) as  of    9
        September 30, 2009

Item 2. Management's  Discussion and Analysis of  Financial  Condition   14
        and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk       31

Item 4. Controls and Procedures                                          32

PART II - OTHER INFORMATION

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


Item 6. Exhibits                                                         33

                                      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 our Form
10-Q  for  the  quarterly period ended March 31, 2009.  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 U.S.  Securities  and
Exchange  Commission (the "SEC") instructions to Form  10-Q  and  were  also
prepared  without audit.  The interim consolidated financial  statements  do
not  include all information and footnotes required by accounting principles
generally  accepted  in the United States of America for complete  financial
statements;  although in management's opinion, the disclosures are  adequate
so that the information presented is not misleading.

     Operating  results  for  the three-month and nine-month  periods  ended
September 30, 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)               September 30,
---------------------------------------------------------------------------
                                                     2009          2008
---------------------------------------------------------------------------
                                                        (Unaudited)

<S>                                              <C>             <C>
Operating revenues                               $ 429,273       $ 584,057
                                                ---------------------------

Operating expenses:
  Salaries, wages and benefits                     130,885         150,616
  Fuel                                              66,001         145,280
  Supplies and maintenance                          34,403          41,566
  Taxes and licenses                                23,665          26,733
  Insurance and claims                              20,016          28,727
  Depreciation                                      37,708          41,653
  Rent and purchased transportation                 79,948         107,948
  Communications and utilities                       3,841           4,769
  Other                                                  1          (1,257)
                                                ---------------------------
    Total operating expenses                       396,468         546,035
                                                ---------------------------

Operating income                                    32,805          38,022
                                                ---------------------------

Other expense (income):
  Interest expense                                       3               3
  Interest income                                     (418)         (1,012)
  Other                                               (100)             27
                                                ---------------------------
    Total other expense (income)                      (515)           (982)
                                                ---------------------------

Income before income taxes                          33,320          39,004

Income taxes                                        14,328          16,558
                                                ---------------------------

Net income                                       $  18,992       $  22,446
                                                ===========================

Earnings per share:

     Basic                                       $    0.26       $    0.32
                                                ===========================
     Diluted                                     $    0.26       $    0.31
                                                ===========================

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

Weighted-average common shares outstanding:
     Basic                                          71,701          70,864
                                                ===========================
     Diluted                                        72,110          71,825
                                                ===========================

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      5
<PAGE>

                          WERNER ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                   Nine Months Ended
(In thousands, except per share amounts)              September 30,
---------------------------------------------------------------------------
                                                   2009          2008
---------------------------------------------------------------------------
                                                       (Unaudited)

<S>                                            <C>             <C>
Operating revenues                             $ 1,226,832     $ 1,675,025
                                               ----------------------------
Operating expenses:
  Salaries, wages and benefits                     393,456         442,391
  Fuel                                             174,777         424,079
  Supplies and maintenance                         105,627         123,336
  Taxes and licenses                                72,022          82,884
  Insurance and claims                              64,272          77,366
  Depreciation                                     117,016         125,132
  Rent and purchased transportation                220,276         307,631
  Communications and utilities                      12,232          14,828
  Other                                              1,083          (4,930)
                                               ----------------------------
    Total operating expenses                     1,160,761       1,592,717
                                               ----------------------------

Operating income                                    66,071          82,308
                                               ----------------------------

Other expense (income):
  Interest expense                                      82               9
  Interest income                                   (1,344)         (3,049)
  Other                                               (352)             79
                                               ----------------------------
    Total other expense (income)                    (1,614)         (2,961)
                                               ----------------------------

Income before income taxes                          67,685          85,269

Income taxes                                        29,105          36,336
                                               ----------------------------
Net income                                     $    38,580     $    48,933
                                               ============================

Earnings per share:

     Basic                                     $      0.54     $      0.69
                                               ============================
     Diluted                                   $      0.54     $      0.68
                                               ============================

Dividends declared per sare                    $     0.150     $     0.150
                                               ============================
Weighted-average common shares outstanding:

     Basic                                          71,619          70,574
                                               ============================
     Diluted                                        72,027          71,575
                                               ============================

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      6
<PAGE>

                          WERNER ENTERPRISES, INC.
                    CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

 (In thousands, except share amounts)           September 30,     December 31,
-------------------------------------------------------------------------------
                                                    2009              2008
-------------------------------------------------------------------------------
                                                 (Unaudited)

<S>                                               <C>              <C>
ASSETS

Current assets:
  Cash and cash equivalents                       $  105,750       $   48,624
  Accounts receivable, trade, less allowance of
    $9,438 and $9,555, respectively                  180,390          185,936
  Other receivables                                   11,514           18,739
  Inventories and supplies                            12,486           10,644
  Prepaid taxes, licenses and permits                  6,544           16,493
  Current deferred income taxes                       33,343           30,789
  Other current assets                                18,730           20,659
                                                -------------------------------
    Total current assets                             368,757          331,884
                                                -------------------------------
Property and equipment                             1,579,769        1,613,102
Less - accumulated depreciation                      687,993          686,463
                                                -------------------------------
    Property and equipment, net                      891,776          926,639
                                                -------------------------------
Other non-current assets                              16,167           16,795
                                                -------------------------------
                                                  $1,276,700       $1,275,318
                                                ===============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                $   48,122       $   46,684
  Current portion of long-term debt                        -           30,000
  Insurance and claims accruals                       76,297           79,830
  Accrued payroll                                     27,838           25,850
  Other current liabilities                           22,603           19,006
                                                -------------------------------
    Total current liabilities                        174,860          201,370
                                                -------------------------------
Other long-term liabilities                            8,199            7,406

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

Deferred income taxes                                196,739          200,512

Stockholders' equity:
  Common stock, $.01 par value, 200,000,000
    shares authorized; 80,533,536 shares issued;
    71,755,881 and 71,576,267 shares outstanding,
    respectively                                         805              805
  Paid-in capital                                     92,897           93,343
  Retained earnings                                  854,345          826,511
  Accumulated other comprehensive income (loss)       (7,149)          (7,146)
  Treasury stock, at cost; 8,777,655 and
    8,957,269 shares, respectively                  (164,496)        (167,983)
                                                -------------------------------
    Total stockholders' equity                       776,402          745,530
                                                -------------------------------
                                                  $1,276,700       $1,275,318
                                                ===============================

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      7
<PAGE>

                          WERNER ENTERPRISES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                     Nine Months Ended
(In thousands)                                         September 30,
---------------------------------------------------------------------------
                                                    2009          2008
---------------------------------------------------------------------------
                                                        (Unaudited)
<S>                                              <C>            <C>
Cash flows from operating activities:
  Net income                                     $  38,580      $  48,933
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation                                   117,016        125,132
    Deferred income taxes                           (6,451)          (909)
    Gain on disposal of property and equipment      (1,934)        (8,768)
    Stock-based compensation                           905          1,113
    Other long-term assets                            (999)           640
    Insurance claims accruals, net of current
      portion                                            -          8,000
    Other long-term liabilities                        594            (63)
    Changes in certain working capital items:
      Accounts receivable, net                       5,546        (18,435)
      Other current assets                          17,261          7,482
      Accounts payable                              (3,578)         8,352
      Other current liabilities                      2,366         17,735
                                               ----------------------------
   Net cash provided by operating activities       169,306        189,212
                                               ----------------------------
Cash flows from investing activities:
  Additions to property and equipment             (140,292)      (145,656)
  Retirements of property and equipment             63,543         65,265
  Decrease in notes receivable                       3,200          4,397
                                               ----------------------------
   Net cash used in investing activities           (73,549)       (75,994)
                                               ----------------------------
Cash flows from financing activities:
  Repayments of short-term debt                    (30,000)             -
  Dividends on common stock                        (10,737)       (10,559)
  Repurchases of common stock                            -         (4,486)
  Stock options exercised                            1,431          8,245
  Excess tax benefits from exercise of stock
    options                                            705          4,389
                                               ----------------------------
    Net cash used in financing activities          (38,601)        (2,411)
                                               ----------------------------

Effect of foreign exchange rate fluctuations on
  cash                                                 (30)           418
Net increase in cash and cash equivalents           57,126        111,225
Cash and cash equivalents, beginning of period      48,624         25,090
                                               ----------------------------
Cash and cash equivalents, end of period         $ 105,750      $ 136,315
                                               ============================
Supplemental disclosures of cash flow
  information:
Cash paid during the period for:
  Interest                                       $     137      $       9
  Income taxes                                   $  24,508      $  30,034
Supplemental schedule of non-cash investing
  activities:
  Notes receivable issued upon sale of revenue
    equipment                                    $   1,573      $   2,194

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      8
<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
$614,000  for the three-month period ended September 30, 2009 and $1,769,000
for  the  same  period ended September 30, 2008.  Such comprehensive  income
(loss)  was a loss of $30,000 for the nine-month period ended September  30,
2009 and income of $418,000 for the same period ended September 30, 2008.

(2)  Long-Term Debt

     As  of September 30, 2009, we have two committed credit facilities with
banks  totaling $225.0 million that mature in May 2011 ($175.0 million)  and
May  2012  ($50.0  million).  Borrowings under these credit facilities  bear
variable interest based on the London Interbank Offered Rate ("LIBOR").   As
of  September 30, 2009, we had no borrowings outstanding under these  credit
facilities  with banks.  The $225.0 million of credit available under  these
facilities  is reduced by $49.8 million in stand-by 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,  and amortization (as such terms are defined  in  each  credit
facility).   At  September  30,  2009, we  were  in  compliance  with  these
covenants.

(3)  Income Taxes

     For  the  three-month and nine-month periods ended September 30,  2009,
there  were  no  material changes to the total amount  of  unrecognized  tax
benefits.   We  accrued interest expense of $0.2 million during  the  three-
month  period and an interest benefit of $0.2 million during the  nine-month
period ended September 30, 2009.  Our total gross liability for unrecognized
tax  benefits  at  September 30, 2009 is $7.3 million.  If recognized,  $4.1
million  of unrecognized tax benefits would impact our effective  tax  rate.
Interest  of  $3.5 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, and  various
years  are open for examination by state and foreign tax authorities.  State
and  foreign  jurisdictional statutes of limitations  generally  range  from
three to four years.

(4)  Commitments and Contingencies

     As  of  September 30, 2009, we have committed to property and equipment
purchases of approximately $31.8 million.

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

                                      9
<PAGE>

(5)  Earnings Per Share

     Basic  earnings  per share is computed by dividing net  income  by  the
weighted  average  number of common shares outstanding  during  the  period.
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      Nine Months Ended
                               September 30,           September 30,
                            --------------------    --------------------
                              2009       2008         2009       2008
                            --------------------    --------------------
<S>                         <C>        <C>          <C>        <C>
Net income                  $  18,992  $  22,446    $  38,580  $  48,933
                            ====================    ====================
Weighted-average common
  shares outstanding           71,701     70,864       71,619     70,574
Dilutive effect of stock-
  based awards                    409        961          408      1,001
                            --------------------    --------------------
Shares used in computing
  diluted earnings per share   72,110     71,825       72,027     71,575
                            ====================    ====================
Basic earnings per share    $    0.26  $    0.32    $    0.54  $    0.69
                            ====================    ====================
Diluted earnings per share  $    0.26  $    0.31    $    0.54  $    0.68
                            ====================    ====================

</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 during the period, were:

<TABLE>
<CAPTION>

                                     Three Months Ended          Nine Months Ended
                                        September 30,              September 30,
                                  -----------------------    ------------------------
                                      2009        2008          2009          2008
                                  -----------------------    ------------------------
<S>                               <C>                   <C>  <C>               <C>
Number of options                       614,969         -          904,469      5,000

Range of option purchase prices   $18.33-$20.36         -    $17.18-$20.36     $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 September  30,  2009,
there were 8,682,782 shares available for granting additional awards.

     We   apply   the  fair  value  method  of  accounting  for  stock-based
compensation  awards  granted under our Equity Plan.   Stock-based  employee
compensation  expense  was  $0.3 million for the  three-month  period  ended
September 30, 2009 and $0.4 million for the same period ended September  30,
2008,  and  was  $0.9 million for the nine-month period ended September  30,
2009  and $1.1 million for the same period ended September 30, 2008.  Stock-

                                      10
<PAGE>

based  employee  compensation expense is included  in  salaries,  wages  and
benefits within the Consolidated Statements of Income.  The total income tax
benefit  recognized in the Consolidated Statements of Income for stock-based
compensation arrangements was $0.1 million for the three-month period  ended
September 30, 2009 and $0.2 million for the same period ended September  30,
2008,  and  was  $0.4 million for the nine-month period ended September  30,
2009  and $0.5 million for the same period ended September 30, 2008.  As  of
September  30,  2009, the total unrecognized compensation  cost  related  to
nonvested stock-based compensation awards was approximately $1.9 million and
is expected to be recognized over a weighted average period of 1.6 years.

     We  do not have a formal policy for issuing shares upon the 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 Equity Plan stock option  activity  for
the nine months ended September 30, 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                       (180)  $     7.97
   Options forfeited                        (13)  $    17.97
   Options expired                            -   $        -
                                    -----------
Outstanding at end of period              2,071   $    14.21          4.14   $    9,186
                                    ===========
Exercisable at end of period              1,512   $    13.08          3.12   $    8,410
                                    ===========

</TABLE>

     We  did  not grant any stock options during the three-month  and  nine-
month  periods  ended September 30, 2009 and September 30, 2008.   The  fair
value  of  stock option grants is estimated using a Black-Scholes  valuation
model.   The  total  intrinsic  value of share options  exercised  was  $1.8
million  and  $9.1 million for the three-month periods ended  September  30,
2009 and September 30, 2008 and $1.8 million and $11.8 million for the nine-
month periods ended September 30, 2009 and September 30, 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

                                      11
<PAGE>

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.

     The  following table summarizes restricted stock activity for the  nine
months ended September 30, 2009:

<TABLE>
<CAPTION>

                                   Number of Restricted Shares   Weighted Average Grant Date
                                         (in thousands)           Fair Value ($) (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
and nine-month periods ended September 30, 2009 and granted 35,000 shares of
restricted  stock  during  the  three-month  and  nine-month  periods  ended
September  30, 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  at  the  time of grant, adjusted for any known future changes  in  the
dividend  rate.    The present value of estimated future dividends  for  the
2008 award was calculated using the following assumptions:
            Dividends per share (quarterly amounts)    $0.05
            Risk-free interest rate                      3.0%

(7)  Segment Information

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

     The  Truckload  segment  consists of  six  operating  fleets  that  are
aggregated because they have similar economic characteristics and  meet  the
other  aggregation criteria described in the accounting guidance for segment
reporting.  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  transports  a  variety  of consumer, nondurable  products  and  other
commodities  in  truckload quantities within five geographic regions  across
the  United States using dry van trailers; (iii) the medium-to-long-haul van
("Van")  fleet  provides  comparable truckload van  service  over  irregular
routes;  (iv)  the  expedited  ("Expedited") fleet  provides  time-sensitive
truckload  services utilizing driver teams; and, the (v) flatbed ("Flatbed")
and  (vi)  temperature-controlled ("Temperature-Controlled") fleets  provide
truckload services for products with specialized trailers.  Revenues for the
Truckload  segment include non-trucking revenues of $0.8  million  and  $2.5
million  for the three-month periods ended September 30, 2009 and  September
30,  2008 and $3.0 million and $6.3 million for the nine-month periods ended
September  30,  2009  and September 30, 2008.  These  non-trucking  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  as  follows:  (i)  truck
brokerage  ("Brokerage")  uses  contracted  carriers  to  complete  customer
shipments;  (ii)  freight management ("Freight Management")  offers  a  full
range  of  single-source logistics management services and solutions;  (iii)
the  intermodal  ("Intermodal")  unit  offers  rail  transportation  through
alliances  with  rail  and  drayage providers as  an  alternative  to  truck

                                      12
<PAGE>

transportation;    and   (iv)   Werner   Global   Logistics    international
("International")  provides complete management  of  global  shipments  from
origin  to  destination using a combination of air, ocean,  truck  and  rail
transportation modes.

     We   generate   other   revenues  related   to  third-party   equipment
maintenance, equipment leasing and other business activities.  None of these
operations meets the quantitative reporting thresholds.  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.

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

<TABLE>
<CAPTION>

                                                        Revenues
                                                        --------
                                      Three Months Ended        Nine Months Ended
                                         September 30,            September 30,
                                    ----------------------   -----------------------
                                       2009        2008          2009        2008
                                    ----------------------   -----------------------
<S>                                 <C>         <C>          <C>         <C>
Truckload Transportation Services   $  369,610  $  505,489   $ 1,063,047 $ 1,456,872
Value Added Services                    57,685      73,586       155,627     203,401
Other                                      930       4,218         5,760      12,177
Corporate                                1,048         764         2,398       2,575
                                    ----------------------   -----------------------
Total                               $  429,273  $  584,057   $ 1,226,832 $ 1,675,025
                                    ======================   =======================

</TABLE>

<TABLE>
<CAPTION>

                                                    Operating Income
                                                    ----------------
                                      Three Months Ended        Nine Months Ended
                                         September 30,            September 30,
                                    ----------------------   -----------------------
                                       2009        2008          2009        2008
                                    ----------------------   -----------------------
<S>                                 <C>         <C>          <C>         <C>
Truckload Transportation Services   $   30,299  $   33,113   $    58,006 $    68,126
Value Added Services                     3,805       4,319         8,329      11,670
Other                                   (1,325)        333        (1,073)      2,315
Corporate                                   26         257           809         197
                                    ----------------------   -----------------------
Total                               $   32,805  $   38,022   $    66,071 $    82,308
                                    ======================   =======================

</TABLE>

(8)  Subsequent Events

     We  performed an evaluation of Company activity and have concluded that
as  of  November 2, 2009, the date these financial statements  were  issued,
there  are no material subsequent events requiring additional disclosure  or
recognition in these financial statements.

                                      13
<PAGE>

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  (the  "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  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  under
"Results  of  Operations" 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.   In  third
quarter  2009, trucking (net of fuel surcharge) and trucking fuel  surcharge
revenues accounted for 86% of total operating revenues, and non-trucking and
other operating revenues accounted for 14% of total operating revenues.

     Trucking  revenues, net of fuel surcharge, are typically generated on a
per-mile   basis   and  also  include  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

                                      14
<PAGE>

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 mile (total and loaded), (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 from our customers
additional fuel surcharges 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-
mile  basis  to  adjust for the impact on the percentage of total  operating
revenues  caused  by  changes  in fuel surcharge  revenues,  per-mile  rates
charged to customers and non-trucking revenues.  As discussed further in the
comparison  of  operating results for third quarter 2009  to  third  quarter
2008,  several  industry-wide issues may cause costs to increase  in  future
periods.   These  issues  include  a softer freight  market,  changing  fuel
prices,  more  stringent  federal  and state  regulations  governing  engine
emissions and fuel efficiency, 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.

                                      15
<PAGE>

Results of Operations:

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

<TABLE>
<CAPTION>

                                   Three Months Ended                Nine Months Ended
                                      September 30,        %           September 30,          %
                                   -------------------            -----------------------
                                     2009       2008     Change      2009         2008      Change
                                   --------   --------   ------   ----------   ----------   ------
<S>                                <C>        <C>        <C>      <C>          <C>          <C>
Trucking revenues, net of
  fuel surcharge (1)               $319,291   $367,401   -13.1%     $937,333   $1,084,402   -13.6%
Trucking fuel surcharge
  revenues (1)                       49,477    135,525   -63.5%      122,636      366,223   -66.5%
Non-trucking revenues,
  including VAS (1)                  58,499     76,070   -23.1%      158,614      209,699   -24.4%
Other operating revenues (1)          2,006      5,061   -60.4%        8,249       14,701   -43.9%
                                   --------   --------            ----------   ----------
    Total operating revenues (1)   $429,273   $584,057   -26.5%   $1,226,832   $1,675,025   -26.8%
                                   ========   ========            ==========   ==========

Operating ratio
  (consolidated) (2)                   92.4%      93.5%                 94.6%        95.1%
Average monthly miles per
  tractor                            10,184     10,306    -1.2%        9,866       10,189    -3.2%
Average revenues per
  total mile (3)                     $1.440     $1.480    -2.7%       $1.439       $1.466    -1.8%
Average revenues per
  loaded mile (3)                    $1.637     $1.699    -3.6%       $1.650       $1.691    -2.4%
Average percentage of
  empty miles (4)                     12.01%     12.88%   -6.8%        12.76%       13.31%   -4.1%
Average trip length in
  miles (loaded)                        463        539   -14.1%          463          540   -14.3%
Total miles (loaded and
  empty) (1)                        221,675    248,197   -10.7%      651,257      739,571   -11.9%
Average tractors in service           7,256      8,028    -9.6%        7,334        8,065    -9.1%
Average revenues per tractor
  per week (3)                       $3,385     $3,521    -3.9%       $3,277       $3,448    -5.0%
Total tractors (at quarter end)
       Company                        6,635      7,335                 6,635        7,335
       Owner-operator                   690        705                   690          705
                                   --------   --------            ----------   ----------
              Total tractors          7,325      8,040                 7,325        8,040

Total trailers (Truckload and
  Intermodal, at quarter end)        24,310     24,140                24,310       24,140

(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) Empty refers to miles without trailer cargo.

</TABLE>

                                      16
<PAGE>

     The  following table sets forth the total revenues, operating  expenses
and operating income for the Truckload segment.  Revenues for the  Truckload
segment include non-trucking revenues of $0.8 million and  $2.5 million  for
the three-month periods ended September 30, 2009 and September 30, 2008  and
$3.0 million and $6.3 million for the nine-month periods ended September 30,
2009 and September 30, 2008, as described on page 12.

<TABLE>
<CAPTION>

                                         Three Months Ended                Nine Months Ended
                                            September 30,                     September 30,
                                   ------------------------------  ----------------------------------
Truckload Transportation Services       2009            2008             2009              2008
                                   --------------  --------------  ----------------  ----------------
 (amounts in thousands)               $       %       $       %        $        %        $        %
--------------------------         --------------  --------------  ----------------  ----------------
<S>                                <C>      <C>    <C>      <C>    <C>        <C>    <C>        <C>
Revenues                           $369,610 100.0  $505,489 100.0  $1,063,047 100.0  $1,456,872 100.0
Operating expenses                  339,311  91.8   472,376  93.4   1,005,041  94.5   1,388,746  95.3
                                   --------        --------        ----------        ----------
Operating income                   $ 30,299   8.2  $ 33,113   6.6  $   58,006   5.5  $   68,126   4.7
                                   ========        ========        ==========        ==========

</TABLE>

     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 total revenues and instead reported as  a
reduction of operating expenses.

<TABLE>
<CAPTION>

                                         Three Months Ended                Nine Months Ended
                                            September 30,                     September 30,
                                   ------------------------------  ----------------------------------
Truckload Transportation Services       2009            2008             2009              2008
                                   --------------  --------------  ----------------  ----------------
 (amounts in thousands)               $       %       $       %        $        %        $        %
--------------------------         --------------  --------------  ----------------  ----------------
<S>                                <C>      <C>    <C>      <C>    <C>        <C>    <C>        <C>
Revenues                           $369,610        $505,489        $1,063,047        $1,456,872
Less: trucking fuel surcharge
  revenues                           49,477         135,525           122,636           366,223
                                   --------        --------        ----------        ----------
Revenues, net of fuel surcharges    320,133 100.0   369,964 100.0     940,411 100.0   1,090,649 100.0
                                   --------        --------        ----------        ----------
Operating expenses                  339,311         472,376         1,005,041         1,388,746
Less: trucking fuel surcharge
  revenues                           49,477         135,525           122,636           366,223
                                   --------        --------        ----------        ----------
Operating expenses, net of
  fuel surcharges                   289,834  90.5   336,851  91.0     882,405  93.8   1,022,523  93.8
                                   --------        --------        ----------        ----------
Operating income                   $ 30,299   9.5  $ 33,113   9.0  $   58,006   6.2  $   68,126   6.2
                                   ========        ========        ==========        ==========

</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              Nine Months Ended
                                           September 30,                  September 30,
                                   ----------------------------  ------------------------------
Value Added Services                    2009           2008            2009            2008
                                   -------------  -------------  --------------  --------------
 (amounts in thousands)               $      %       $      %        $      %        $      %
-----------------------            -------------  -------------  --------------  --------------
<S>                                <C>     <C>    <C>     <C>    <C>      <C>    <C>      <C>
Revenues                           $57,685 100.0  $73,586 100.0  $155,627 100.0  $203,401 100.0
Rent and purchased
  transportation expense            47,840  82.9   62,838  85.4   129,119  83.0   173,358  85.2
                                   -------        -------        --------        --------
Gross margin                         9,845  17.1   10,748  14.6    26,508  17.0    30,043  14.8
Other operating expenses             6,040  10.5    6,429   8.7    18,179  11.7    18,373   9.1
                                   -------        -------        --------        --------
Operating income                   $ 3,805   6.6  $ 4,319   5.9  $  8,329   5.3  $ 11,670   5.7
                                   =======        =======        ========        ========

</TABLE>

                                     17
<PAGE>

Three  Months  Ended  September  30, 2009 Compared  to  Three  Months  Ended
----------------------------------------------------------------------------
September 30, 2008
------------------

Operating Revenues

     Operating revenues decreased 26.5% for the three months ended September
30,  2009,  compared to the same period of the prior year.   Excluding  fuel
surcharge  revenues, trucking revenues decreased 13.1% due  primarily  to  a
9.6% decrease in the average number of tractors in service.  With respect to
pricing  and  rates,  revenue  per total mile,  excluding  fuel  surcharges,
decreased  by 2.7%.  Productivity, as measured by average monthly miles  per
tractor, declined by 1.2%.

     The  freight market continued to be challenging in third quarter  2009;
however, we experienced some seasonal improvement in freight volumes as  the
quarter  progressed.  Shipper destocking of inventory that occurred  earlier
this  year  has  slowed,  which  stabilized  inventory  levels  and  had   a
sequentially  positive impact on our freight shipments.  The freight  market
in  October  2009 returned to lower levels more consistent with the  freight
demand  levels  prior  to  the end-of-quarter increase  in  September  2009;
however, we continued to experience a year-over-year improvement in  freight
shipments  due to the large decline in freight demand during fourth  quarter
2008.  Freight shipment trends for the remainder of fourth quarter 2009 will
depend on the strength of consumer demand during the holiday season.

     We adapted to these challenging market conditions by reducing our fleet
size.   Fewer  trucks and lower miles per truck reduced our total  miles  by
10.7%  over  this same period.  Having fewer trucks in service also  lowered
our  freight requirements and thereby reduced our need to book freight  that
is  less  profitable  to keep our trucks and drivers productive.   Based  on
current  market  conditions,  we do not plan  to  make  further  significant
reductions  to  our  fleet,  unless there is a significant  decline  in  the
freight market or a loss of customer business.

     The  softer freight market during third quarter 2009, combined with the
excess  truck  capacity  in  the market and a high  level  of  customer  bid
activity  in  the first half of 2009, caused continued pressure  on  freight
rates.   These  factors resulted in a 3.6% decrease in  revenue  per  loaded
mile, excluding fuel surcharge.  Revenue per total mile decreased only 2.7%,
as our average percentage of empty miles improved to 12.01% in third quarter
2009  from  12.88% in third quarter 2008.  On a per trip basis, empty  miles
per  trip  declined 21% from 80 miles per trip in third quarter 2008  to  63
miles  per  trip in third quarter 2009.  We expect the pressure  on  freight
rates to continue until freight demand improves.

     Fuel  surcharge  revenues represent collections from customers for  the
higher  cost  of fuel.  These revenues decreased 63.5% to $49.5  million  in
third  quarter  2009  from $135.5 million in third quarter  2008  due  to  a
decrease in average diesel fuel prices of $1.62 per gallon in third  quarter
2009  compared  to third 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  fuel
surcharge  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  the
Dedicated,  Regional  and  Expedited fleets and North  America  cross-border
service  provided by the Truckload segment and the four operating  units  of
the  VAS segment.  Our goal is to attain a more balanced portfolio comprised
of one-way truckload (which includes Regional, Van and Expedited), dedicated

                                      18
<PAGE>

and   logistics   (which   includes  the  VAS   segment)   services.    This
diversification should help soften the impact of a weaker freight market and
enables us to provide expanded services to our customers.

     VAS  revenues  are  generated by its four operating units  and  exclude
revenues  for VAS shipments transferred to the Truckload segment, which  are
recorded  as  trucking  revenues  by the Truckload  segment.   VAS  revenues
declined 21.6% to $57.7 million in third quarter 2009 from $73.6 million  in
third 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 not committed to third-party capacity
providers  to  our Truckload segment to help cushion the impact  of  a  soft
freight  market;  and  (iii) a reduction in the number of  industry  freight
shipments  because  of  the weaker freight market and recessionary  economy.
VAS  gross  margin dollars decreased 8.4% to $9.8 million in  third  quarter
2009  from  $10.7 million for the same period in 2008 on the  lower  revenue
because  of  the  reasons  noted  above.   However,  the  VAS  gross  margin
percentage  improved  from 14.6% in third quarter 2008  to  17.1%  in  third
quarter  2009  due to a decline in fuel prices and a lower cost  of  carrier
capacity.  The following table shows the changes that are described above in
shipment  volume and average revenue (excluding logistics fee  revenue)  per
shipment for all VAS shipments:

<TABLE>
<CAPTION>

                                   Three Months Ended
                                      September 30
                                  -------------------   ----------   --------
                                    2009       2008     Difference   % Change
                                  --------   --------   ----------   --------
<S>                               <C>        <C>          <C>          <C>
Total VAS shipments                64,679     60,950       3,729         6%
Less: Non-committed shipments to
  Truckload segment               (25,290)   (17,655)     (7,635)       43%
                                  -------    -------     -------
Net VAS shipments                  39,389     43,295      (3,906)       (9%)
                                  =======    =======     =======

Average revenue per shipment       $1,325     $1,642       ($317)      (19%)
                                  =======    =======     =======

</TABLE>

     Compared  to third quarter 2008, Brokerage revenues declined due to the
factors  described  in  the paragraph above; however,  the  Brokerage  gross
margin  percentage  improved by 160 basis points due to a  decline  in  fuel
prices  and  a lower cost of carrier capacity.  Freight Management  revenues
declined due to reduced shipments with existing customers resulting  from  a
decline  in certain customers' overall shipment levels.  Intermodal revenues
and  gross  margins  declined because of a weak and  competitive  intermodal
market in third quarter 2009.  International achieved meaningful revenue and
profit improvement resulting from increased shipment volumes.

Operating Expenses

     Our  operating  ratio (operating expenses expressed as a percentage  of
operating revenues) was 92.4% for the three months ended September 30, 2009,
compared  to  93.5% for the three months ended September 30, 2008.   Expense
items  that  impacted  the  overall operating ratio  are  described  on  the
following  pages.   The  tables on page 17 show  the  operating  ratios  and
operating margins for our two reportable segments, Truckload and VAS.

                                      19
<PAGE>

     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   Nine Months Ended  Increase
                                   September 30,   (Decrease)    September 30,   (Decrease)
                                ------------------             -----------------
                                   2009    2008     per Mile     2009    2008     per Mile
                                -----------------------------------------------------------
<S>                               <C>     <C>       <C>         <C>     <C>        <C>
Salaries, wages and benefits      $0.564  $0.582    $(0.018)    $0.579  $0.575     $0.004
Fuel                               0.297   0.584     (0.287)     0.267   0.571     (0.304)
Supplies and maintenance           0.144   0.158     (0.014)     0.153   0.158     (0.005)
Taxes and licenses                 0.107   0.109     (0.002)     0.110   0.112     (0.002)
Insurance and claims               0.090   0.115     (0.025)     0.098   0.104     (0.006)
Depreciation                       0.166   0.163      0.003      0.177   0.164      0.013
Rent and purchased transportation  0.144   0.181     (0.037)     0.139   0.181     (0.042)
Communications and utilities       0.017   0.019     (0.002)     0.018   0.020     (0.002)
Other                              0.002  (0.008)     0.010      0.002  (0.007)     0.009

</TABLE>

     Owner-operator  costs are included in rent and purchased transportation
expense.   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).
Owner-operator  miles as a percentage of total miles  were  11.6%  for  both
third quarter 2009 and third quarter 2008.  Because owner-operator miles  as
a  percentage  of total miles were the same in both periods, essentially  no
shifting  of  costs  occurred between the rent and purchased  transportation
category and other expense categories.

     Beginning  in  the latter months of 2008, we took steps to  manage  and
reduce  a  variety of controllable costs and adapt to a smaller  fleet.   We
continued by implementing numerous cost-saving programs throughout the first
nine  months  of  2009.   Examples  of these cost-saving  measures  included
improving  our  ratio of tractors to non-driver employees,  reducing  driver
advertising,  reducing  driver  lodging costs,  restructuring  discretionary
driver pay programs, reducing truck sales location costs and decreasing  the
company-matching contribution percentage for our 401(k) plan.

     Salaries, wages and benefits in the Truckload segment decreased by  1.8
cents per mile on a total-mile basis in third quarter 2009 compared to third
quarter  2008.  Driver salaries and benefits decreased 3.8% on a  total-mile
basis  due  to restructuring discretionary driver pay programs. We  improved
our average tractor-to-non-driver ratio for the trucking operation by 9% for
third  quarter 2009 compared to third quarter 2008.  We also incurred  lower
expense  for workers' compensation claims.  Non-driver salaries,  wages  and
benefits  in  the non-trucking VAS segment were 4.1% lower in third  quarter
2009 than in third quarter 2008.  Although VAS revenues were 21.6% lower  in
third  quarter  2009  than  in third quarter 2008  because  of  the  factors
described  on page 19, VAS handled 6% more shipments in third quarter  2009,
including shipments VAS 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 third quarter 2009 compared to third quarter 2008.  The weakness
in  the  construction  and  automotive industries,  other  trucking  company
failures  and  fleet  reductions and the higher national  unemployment  rate
contributed  to  an improved driver recruiting and retention  market  during

                                      20
<PAGE>

third  quarter  2009.  These factors resulted in limited employment  options
for  drivers  and  consequently  made more  qualified  and  student  drivers
available  for  the workforce.  We anticipate that availability  of  drivers
will  remain  strong  until  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  became
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 28.7 cents per total mile for the Truckload segment  in
third  quarter 2009 compared to the same period in 2008 due to lower average
diesel  fuel prices following the rapid fuel price decline that occurred  in
the second half of 2008 and improved miles per gallon (see paragraph below).
Although diesel fuel prices fluctuated during third quarter 2009, prices  at
quarter-end were similar to those at the beginning of the quarter.   Average
diesel fuel costs were $1.62 per gallon lower in third quarter 2009 than  in
third quarter 2008.

     During  third  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.  APUs allow the driver to heat or cool the truck without idling  the
main  engine and consume less diesel fuel than the engine.  As of  September
30,  2009, we installed APUs in approximately 60% of the company-owned truck
fleet.   As  a  result of these fuel savings initiatives,  we  improved  our
company  truck average mpg by 3.3% in third quarter 2009 compared  to  third
quarter  2008.  This mpg improvement resulted in the purchase of 1.2 million
fewer  gallons  of diesel fuel in third quarter 2009 than in  third  quarter
2008.   This equates to a reduction of approximately 13,000 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 (the "EPA") SmartWay Transport Partner.  The
SmartWay Transport Partnership is a national voluntary program developed  by
EPA  and freight industry representatives to reduce greenhouse gases and air
pollution and promote cleaner, more efficient ground freight transportation.

     Fuel  prices increased 32 cents per gallon from September 30,  2009  to
October 30, 2009 and averaged 51 cents per gallon less in October 2009  than
in  the  same period of 2008.  During periods of rising fuel prices,  a  lag
generally  occurs  between the timing of the fuel  cost  increases  and  the
delayed recovery of fuel surcharge revenues.  As noted in our prior filings,
the  large  decline in diesel fuel prices in the second half of 2008  had  a
temporary  favorable  impact  on net fuel costs  (fuel  expense,  less  fuel
surcharge revenues) in third quarter 2008 and fourth quarter 2008.

     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
will  be  collected from customers.  As of September 30,  2009,  we  had  no
derivative  financial  instruments to reduce  our  exposure  to  fuel  price
fluctuations.  One of our large fuel vendors declared bankruptcy in December
2008  and  is continuing to operate its fuel stop locations post-bankruptcy,
pending the proposed sale to another large fuel stop operator from which  we
also  purchase  fuel.  If fuel stop locations were reduced or eliminated  in
the  future,  we  believe  we have the ability to  obtain  fuel  from  other
vendors.

     Supplies and maintenance for the Truckload segment decreased 1.4  cents
per  total  mile  in  third quarter 2009 compared  to  third  quarter  2008.
Through  our cost-saving programs and improved driver retention, we realized
decreases in driver-related costs such as advertising, motels and travel.

                                      21
<PAGE>

     Taxes  and licenses for the Truckload segment decreased 0.2 cents on  a
total-mile basis in third quarter 2009 compared to third quarter 2008.  Fuel
taxes  decreased per mile as a result of the 3.3% improvement in the company
truck  mpg.   An  improved  mpg  results in fewer  gallons  of  diesel  fuel
purchased  and  consequently lower fuel taxes.  This decrease was  partially
offset  by  the effect of lower average miles per tractor on the fixed  cost
components  (primarily equipment licensing fees) of this  operating  expense
category.

     Insurance  and claims for the Truckload segment decreased by 2.5  cents
per total mile in third quarter 2009 from third quarter 2008.  This per-mile
decrease  was the result of lower negative loss development on both  smaller
and large liability claims for accidents that occurred prior to the quarter.
A  substantial portion of our insurance and claims expense results from  our
claim experience and claim development (self-insurance).  A small portion of
our  insurance and claims expense results from insurance premiums  for  high
dollar  claim  coverage.   We renewed our liability  insurance  policies  on
August 1, 2009 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 increased from $4.0 million to $5.0 million.  We
maintain  liability insurance coverage with insurance carriers substantially
in  excess of the $10.0 million per claim.  Our liability insurance  premium
dollars  for  the policy year that began August 1, 2009 are  slightly  lower
than the previous policy year but increased about 9% on a per-mile basis.

     Depreciation expense for the Truckload segment increased 0.3 cents  per
total  mile  in  third quarter 2009 compared to third  quarter  2008.   This
increase  was due to an increase in the number of APUs installed on  company
trucks,  a  higher ratio of trailers to tractors resulting from the  tractor
fleet  reductions, and the effect of lower average miles per tractor.  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.  As of September 30, 2009, 60% of the engines  in
our fleet of company-owned trucks were manufactured by Caterpillar.

     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 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.   We  have
received a small number of engines that meet the 2010 standards and will  be
testing them during the remaining months of 2009.

     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 82.9% in third quarter 2009 from 85.4% in third quarter 2008.

     Rent  and purchased  transportation for the Truckload segment decreased
3.7  cents  per total mile in third quarter 2009 due primarily to  decreased
fuel  prices  that  resulted in lower reimbursements to owner-operators  for
fuel.   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

                                      22
<PAGE>

retention  difficult.  Such conditions include inflationary  cost  increases
that  are  the responsibility of owner-operators and a shortage of financing
for equipment.  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.  These increases could negatively affect our  results
of  operations to the extent that we would be unable to obtain corresponding
freight rate increases.

     Other  operating expenses for the Truckload segment increased 1.0  cent
per  total mile in third quarter 2009 compared to third quarter 2008.  Gains
on  sales  of  assets  (primarily trucks and trailers) are  reflected  as  a
reduction  of other operating expenses and are reported net of sales-related
expenses (which include costs to prepare the equipment for sale).  Gains  on
sales  of  assets decreased to $0.9 million in third quarter 2009 from  $2.8
million  in  third quarter 2008.  In third quarter 2009, we  realized  lower
average gains per truck and trailer sold.  Buyer demand for used trucks  and
trailers  remained  low  due  to the weak freight  market  and  recessionary
economy.  During the first six months of 2009, we closed eight lower  volume
Fleet  Truck Sales offices and continue to operate in eight locations across
the  continental United States.  We believe our wholly-owned subsidiary  and
used  truck  and trailer 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,  in  addition to  trading  trucks  to  original
equipment manufacturers when purchasing new trucks.

Other Expense (Income)

     Our interest income was $0.4 million in third quarter 2009 compared  to
$1.0  million in third quarter 2008.  Our average cash and cash  equivalents
balances  were  comparable for third quarter 2009 and  third  quarter  2008;
however, the average interest rate earned on these funds was lower in  third
quarter 2009.

Income Taxes

     Our  effective income tax rate (income taxes expressed as a  percentage
of income before income taxes) increased slightly to 43.0% for third quarter
2009 from 42.5% for third 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.

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September
----------------------------------------------------------------------------
30, 2008
--------

Operating Revenues

     Operating  revenues decreased 26.8% for the nine months ended September
30,  2009,  compared to the same period of the prior year.   Excluding  fuel
surcharge  revenues, trucking revenues decreased 13.6% due  primarily  to  a
9.1%  decrease in the average number of tractors in service, a 3.2% decrease
in average monthly miles per tractor and a 1.8% decrease in average revenues
per  total mile.  Fuel surcharge revenues decreased 66.5% to $122.6  million
in the 2009 year-to-date period from $366.2 million in the 2008 year-to-date
period  because  of lower diesel fuel prices.  VAS revenues decreased  23.5%
due to the factors described on page 19.

Operating Expenses

     Our  operating  ratio (operating expenses expressed as a percentage  of
operating revenues) was 94.6% for the nine months ended September 30,  2009,
compared  to 95.1% for the same period of 2008.  Expense items that impacted

                                      23
<PAGE>

the overall operating ratio are described below.  The tables on page 17 show
the  operating ratios and operating margins for our two reportable segments,
Truckload and VAS.

     Owner-operator miles as a percentage of total miles were 11.5% for  the
nine  months ended September 30, 2009 compared to 12.0% for the nine  months
ended  September  30,  2008.   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 0.5 cents per total  mile,  and  other
expense  categories  had  offsetting increases  on  a  total-mile  basis  as
follows:  (i) salaries, wages and benefits, 0.2 cents; (ii) fuel, 0.1  cent;
(iii) supplies and maintenance, 0.1 cent; and (iv) depreciation, 0.1 cent.

     Salaries, wages and benefits in the Truckload segment increased by  0.4
cents  per mile in the 2009 year-to-date period.  This increase is primarily
attributed to the effect of 3.2% lower average miles per tractor (which  has
the  effect of increasing costs of a fixed nature when evaluated on  a  per-
mile basis) on the non-driver, student and fringe benefit components of this
expense  category.  The shift from rent and purchased transportation expense
to  salaries,  wages and benefits because of the decrease in  owner-operator
miles  as  a  percentage of total miles also contributed  to  the  increase.
Although  we  improved  our tractor-to-non-driver  ratio  for  the  trucking
operation by 14% during the first nine months of 2009, the benefit  was  not
fully  realized until the second quarter of 2009.  Driver salaries  improved
as  the  2009  year-to-date  period progressed  following  changes  to  some
discretionary driver pay programs, resulting in lower expense  per  mile  in
the last few months of the nine-month period.  Higher group health insurance
costs were nearly offset by lower workers' compensation expense.  Non-driver
salaries,   wages  and  benefits  in  the  non-trucking  VAS  segment   were
essentially flat.  Although VAS revenues were lower in the first nine months
of  2009 than in the same period of 2008, the number of shipments handled by
VAS  in  the  2009  period,  including those transferred  to  the  Truckload
segment, was about 3% higher.

     Fuel  decreased 30.4 cents per total mile for the Truckload segment  in
the first nine months of 2009 compared to the same period in 2008 due to the
lower  average fuel price per gallon and a 4.2% improvement in  the  company
truck fleet mpg.  Average diesel fuel prices were $1.73 per gallon lower  in
the first nine months of 2009 than in the same 2008 period.

     Supplies and maintenance costs for the Truckload segment were 0.5 cents
lower  on a per-mile basis in the 2009 year-to-date period when compared  to
the   same   period  in  2008.   Savings  achieved  in  driver  advertising,
recruiting, motel and travel costs were partially offset by higher equipment
maintenance costs.

     Taxes and licenses for the Truckload segment decreased 0.2 cents  on  a
total-mile  basis  due  to  fuel tax savings resulting  from  the  4.2%  mpg
improvement in the first nine months of 2009 over the same period  of  2008,
offset  partially by the effect of lower average miles per  tractor  on  the
fixed cost components of this operating expense category.

     Insurance and claims decreased 0.6 cents on a total-mile basis for  the
Truckload  segment in the nine months ended September 30,  2009  versus  the
2008  year-to-date  period.  This decrease resulted from lower  expense  for
both  small and large liability claims, offset partially by slightly  higher
cargo  claims  expense.  These liability cost savings were achieved  through
net  favorable  development for small liability claims in the 2009  year-to-
date  period compared to net unfavorable development in the same  period  in
2008,  and  better experience and development on large claims  in  the  2009
period.

     Depreciation  for the Truckload segment increased 1.3 cents  per  total
mile  in  the 2009 year-to-date period compared to the same period in  2008.
This  increase resulted from the effect of lower average miles  per  tractor
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.

                                      24
<PAGE>

     Rent  and  purchased transportation expense for the  Truckload  segment
decreased 4.2 cents per total mile in the first nine months of 2009 compared
to  the  same  period in 2008 primarily because of a decrease  in  the  fuel
reimbursement paid to owner-operators (because of lower average diesel  fuel
prices)  and  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.  Rent and purchased transportation  expense  for
the VAS segment decreased in response to lower VAS revenues. As a percentage
of  VAS revenues, VAS rent and purchased transportation expense decreased to
83.0%  in  the  2009 year-to-date period from 85.2% in the 2008 year-to-date
period.

     Other  operating expenses for the Truckload segment increased 0.9 cents
per  total  mile  due to lower gains on sales of assets in  the  first  nine
months  of  2009  compared to the same period in 2008.  Gains  on  sales  of
assets decreased to $1.9 million in the nine months ended September 30, 2009
from  $8.8 million in the nine months ended September 30, 2008.  In the 2009
year-to-date period, we realized lower average gains per truck  and  trailer
sold.  Buyer demand for used trucks and trailers remained low because of the
weak freight market and recessionary economy.

Other Expense (Income)

     Our  interest  income  was $1.3 million during the  nine  months  ended
September  30,  2009 compared to $3.0 million during the nine  months  ended
September 30, 2008.  Our average cash and cash equivalents balance was about
20%  lower for the nine months ended September 30, 2009 than the same period
in  2008,  and the average interest rate earned on these funds was lower  in
the 2009 period.

Income Taxes

     Our  effective income tax rate (income taxes expressed as a  percentage
of  income before income taxes) increased to 43.0% for the nine months ended
September  30,  2009  from 42.6% for the same period in  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 nine months ended September 30, 2009, net cash provided  by
operating  activities decreased to $169.3 million, a 10.5%  decrease  ($19.9
million)  compared to the same nine-month period one year ago.  The decrease
in  net cash provided by operating activities resulted primarily from (i)  a
$21.7  million  decrease  in  cash flows related  to  insurance  and  claims
accruals (both current and long-term) due to settlements of claims, (ii)  an
$11.9 million decrease in cash flows related to accounts payable, due to the
timing  of payments and lower diesel fuel prices and (iii) lower net  income
of $10.4 million.  The decrease in net cash provided by operating activities
was offset partially by a lower accounts receivable balance in third quarter
2009  because  of a decrease in fuel surcharge billings and  lower  revenues
attributed  to  the smaller fleet size.  We were able to  make  net  capital
expenditures,  repay debt and pay dividends with the net  cash  provided  by
operating activities and existing cash balances as discussed below.

     Net  cash used in investing activities decreased from $76.0 million for
the  nine-month  period ended  September 30,  2008 to $73.5  million for the
nine-month  period  ended  September   30,  2009.   Net  property  additions
(primarily  revenue equipment) were  $76.7 million for the nine-month period
ended September 30, 2009, compared to $80.4 million during the  same  period
of 2008.

     As  of  September  30,  2009, we committed to  property  and  equipment
purchases, net of trades, of approximately $31.8 million.  We expect our net
capital  expenditures (primarily revenue equipment) to be in  the  range  of

                                      25
<PAGE>

$100.0  million  to  $125.0 million in 2009.  We intend to  fund  these  net
capital  expenditures  through  cash flow  from  operations,  existing  cash
balances  and  financing available under our existing credit facilities,  as
management deems necessary.

     Net  financing  activities used $38.6 million during  the  nine  months
ended  September 30, 2009 and $2.4 million during the same period  in  2008.
The  change  from  2008 to 2009 included debt repayments  of  $30.0  million
during  the  nine-month  period  ended  September  30,  2009,  and  no  debt
repayments during the nine-month period ended September 30, 2008.   We  paid
dividends  of  $10.7  million in the nine months ended  September  30,  2009
compared  to $10.6 million in the same period of 2008.  Financing activities
included  no  common  stock  repurchases for  the  nine-month  period  ended
September  30, 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 September 30, 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 September  30,  2009  is
strong.   As of September 30, 2009, we had $105.8 million of cash  and  cash
equivalents  and $776.4 million of stockholders' equity.  Cash  is  invested
primarily  in government portfolio money market funds.  We do not  hold  any
investments  in auction-rate securities.  As of September 30, 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  reduced by the $49.8 million in stand-by letters  of  credit
under  which  we  are  obligated.  These letters  of  credit  are  primarily
required  as  security  for  insurance policies.   Management  believes  our
financial  position  is  strong  and foresees  no  significant  barriers  to
obtaining sufficient financing, if necessary.

Contractual Obligations and Commercial Commitments:

     The   following  table  sets  forth  our  contractual  obligations  and
commercial commitments as of September 30, 2009.

<TABLE>
<CAPTION>

                                  Payments Due by Period
                                       (in millions)
                                         Less                         More
                                        than 1     1-3       3-5     than 5    Period
                              Total      year     years     years     years    Unknown
--------------------------------------------------------------------------------------
<S>                          <C>       <C>       <C>       <C>       <C>       <C>
Contractual Obligations
Unrecognized tax benefits    $   7.3   $   1.1   $     -   $     -   $     -   $   6.2
Equipment purchase
  commitments                   31.8      31.8         -         -         -         -
                             -------   -------   -------   -------   -------   -------
Total contractual cash
  obligations                $  39.1   $  32.9   $     -   $     -   $     -   $   6.2
                             =======   =======   =======   =======   =======   =======

Other Commercial
Commitments
Unused lines of credit       $ 175.2   $     -   $ 175.2   $     -   $     -   $     -
Standby letters of credit       49.8      49.8         -         -         -         -
                             -------   -------   -------   -------   -------   -------
Total commercial
  commitments                $ 225.0   $  49.8   $ 175.2   $     -   $     -   $     -
                             =======   =======   =======   =======   =======   =======
 Total obligations           $ 264.1   $  82.7   $ 175.2   $     -   $     -   $   6.2
                             =======   =======   =======   =======   =======   =======

</TABLE>

                                      26
<PAGE>

     We  have  committed  credit facilities with two banks  totaling  $225.0
million,  of which we had no outstanding borrowings at September  30,  2009.
These credit facilities bear variable interest based on the London Interbank
Offered  Rate  ("LIBOR").  The credit available under  these  facilities  is
reduced  by  the  amount of standby letters of credit  under  which  we  are
obligated.  The unused lines of credit are available to us in the  event  we
need  financing  for the replacement of our fleet or for  other  significant
capital expenditures.  The stand-by letters of credit are primarily required
for  insurance policies.  Equipment purchase commitments relate to committed
equipment expenditures.  As of September 30, 2009, we have recorded  a  $7.3
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 $6.2 million categorized as "period  unknown"  will  be
settled.

Off-Balance Sheet Arrangements:

     As  of  September 30, 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.

Regulations:

     All  truckload  carriers are subject to the hours  of  service  ("HOS")
regulations  (the  "HOS  Regulations") issued by the Federal  Motor  Carrier
Safety  Administration (the "FMCSA").  In November 2008, the  FMCSA  adopted
and  issued  a  final  rule that amended the 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 final rule became effective on January 19,  2009  and
made essentially no changes to the 11-hour driving limit and 34-hour restart
rules  that we had been following since the HOS Regulations were revised  in
October  2005.  In March 2009, Public  Citizen and other  parties petitioned
the Court for reconsideration of the FMCSA's final rule, asserting the  rule
is not stringent enough, and the American Trucking Associations then filed a
motion  to intervene  in support of  keeping the current FMCSA final rule in
place.  On  October 26, 2009,  the  FMCSA,  Public  Citizen  and  the  other
petitioning  parties entered  into a settlement  agreement that requires the
FMCSA to submit a new proposed HOS rule within nine months of the settlement
date  and publish  a final  rule within  21 months  of the  settlement date.
Pursuant to the settlement agreement, such parties also filed with the Court
a  joint motion  requesting the  Court to  hold the  proceedings in abeyance
pending  the FMCSA's  issuance of the  new proposed rule.  Oral arguments on
the  joint motion are  scheduled for January 15, 2010.  If new HOS rules are
adopted  which  change  the  allowable  driving  hours  or on-duty time, our
mileage  productivity could  be adversely  affected.  We  will  continue  to
monitor any developments.

     In  January  2007,  the FMCSA published a proposed rule  regarding  the
trucking  industry's  use  of Electronic On-Board  Recorders  ("EOBRs")  for
compliance  with  HOS  rules.  The proposed rule  includes  (i)  performance
specifications  for EOBR technology for HOS compliance; (ii)  incentives  to
encourage EOBR use by motor carriers; and (iii) requirements for EOBR use by
operators  with  serious  HOS  compliance  problems  during  at  least   two
compliance  reviews  over any two-year period.  In late  2008,  the  FMCSA's
submitted proposed rule was not approved for publication before the  end  of
the   Bush  Administration.   On  January  23,  2009,  in  accordance   with
instructions  issued  by the Obama Administration, the  FMCSA  withdrew  the
proposed  rule  for reconsideration and review by the Obama  Administration.
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.

     In  January 2007, more stringent EPA engine emissions standards  became
effective and applied to all newly manufactured truck engines.  Compared  to
trucks  with  engines manufactured before 2007 and not subject  to  the  new
standards,  trucks manufactured with the 2007-standard 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  time.
These regulations require a significant decrease in particulate matter (soot


                                      27
<PAGE>

and  ash)  and  nitrogen oxide emitted from on-road diesel engines.   Engine
manufacturers  responded  to  the 2010 standards  by  modifying  engines  to
produce  cleaner combustion with selective catalytic reduction  ("SCR")  and
exhaust  gas  recirculation ("EGR") technologies to remove  pollutants  from
exhaust  gases  exiting  the combustion chamber.  The  SCR  technology  also
requires  the  use of a urea-based diesel exhaust fluid.  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 no  longer  has
such an exemption.  We have taken steps to address this issue in California,
which  include  driver training, better scheduling and the installation  and
use of APUs.

     California  has  also  enacted restrictions on transport  refrigeration
unit  ("TRU") emissions that require companies to operate compliant TRUs  in
California.   The  California  regulations  apply  not  only  to  California
intrastate  carriers, but also to carriers based outside of  California  who
wish  to  enter  the state with TRUs.  On January 9, 2009, the  EPA  enabled
California  to  phase  in its Low-Emission TRU In-Use Performance  Standards
over several years.  The first compliance deadline is December 31, 2009  and
it  applies  to  model  year  2002 and older TRU  engines.   Enforcement  of
California's in-use performance standards for these model year  TRU  engines
will  begin  in January 2010.  California also required the registration  of
all  California-based  TRUs by July 31, 2009.  For compliance  purposes,  we
completed   the  California  TRU  registration  process  and  are  currently
evaluating our options for meeting these requirements 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 from
our  customers  additional fuel surcharges 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.

                                      28
<PAGE>

     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
       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  related  to
       uncertain  tax positions.  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

                                      29
<PAGE>

       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 the last  year,  numerous  significant
       events   affected  the  U.S.  financial  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:

New Accounting Pronouncements Adopted
-------------------------------------

     In  June  2009, the Financial Accounting Standards Board  (the  "FASB")
issued  its  final Statement of Financial Accounting Standards ("SFAS")  No.
168,  The  FASB  Accounting Standards CodificationTM and  the  Hierarchy  of
Generally  Accepted Accounting Principles - a replacement of FASB  Statement
No.  162  ("No.  168").   This  statement establishes  the  FASB  Accounting
Standards  CodificationTM  (the "Codification")  as  the  single  source  of
authoritative U.S. generally accepted accounting principles ("GAAP") applied
by  nongovernmental entities, except for rules and interpretive releases  of
the SEC under the authority of federal securities laws, which are sources of
authoritative accounting guidance for SEC registrants.  The Codification did
not change GAAP but reorganizes the literature.  The Codification supersedes
all existing non-SEC accounting and reporting standards.  The provisions  of
SFAS No. 168 were effective for financial statements issued for interim  and
annual periods ending after September 15, 2009.  Following SFAS No. 168, the
Board  will  not issue new standards in the form of Statements,  FASB  Staff
Positions,  or Emerging Issues Task Force Abstracts; instead, it will  issue
Accounting  Standards  Updates.   The  FASB  will  not  consider  Accounting
Standards  Updates as authoritative in their own right; these  updates  will
serve  only to update the Codification, provide background information about
the  guidance  and provide the bases for conclusions on the changes  in  the
Codification.  In the description of "Accounting Standards Updates  Not  Yet
Effective"  that  follows, references in quotations relate  to  Codification
Topics and Subtopics, and their descriptive titles, as appropriate.

                                      30
<PAGE>

Accounting Standards Updates Not Yet Effective
----------------------------------------------

     In  October 2009, an update was made to "Revenue Recognition - Multiple
Deliverable  Revenue Arrangements".  This update removes the  objective-and-
reliable-evidence-of-fair-value criterion from the separation criteria  used
to determine whether an arrangement involving multiple deliverables contains
more  than one unit of accounting, replaces references to "fair value"  with
"selling  price"  to  distinguish from the fair value measurements  required
under  the  "Fair Value Measurements and Disclosures" guidance,  provides  a
hierarchy  that entities must use to estimate the selling price,  eliminates
the  use  of  the  residual method for allocation, and expands  the  ongoing
disclosure requirements.  This update is effective for the company beginning
January  1,  2011  and  can  be  applied prospectively  or  retrospectively.
Management  is currently evaluating the effect that adoption of this  update
will  have,  if  any,  on our consolidated financial  position,  results  of
operations and cash flows when it becomes effective in 2011.

     Other  Accounting Standards Updates not effective until after September
30,  2009, are not expected to have a significant effect on our consolidated
financial position, results of operations or cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Commodity Price Risk

     The  price and  availability of diesel fuel are subject to fluctuations
attributed  to  changes  in  the level of global  oil  production,  refining
capacity,  seasonality, weather and other market factors.  Historically,  we
have  recovered  a  majority,  but not all, of  fuel  price  increases  from
customers  in  the  form of fuel surcharges.  We implemented  customer  fuel
surcharge  programs with most of our customers to offset much of the  higher
fuel  cost  per  gallon.  However, we do not recover all of  the  fuel  cost
increase through these surcharge programs.  We cannot predict the extent  to
which  fuel prices will increase or decrease in the future or the extent  to
which fuel surcharges could be collected.  As of September 30, 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 a foreign subsidiary company in the local currency are subject
to foreign exchange gains or losses.  Foreign currency transaction gains 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 losses were $0.6 million for third  quarter  2009  and
$1.8 million for third quarter 2008.

Interest Rate Risk

     We  had  no debt outstanding at September 30, 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
September  30, 2009, we do not have any derivative financial instruments  to
reduce our exposure to interest rate increases.

                                      31
<PAGE>

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 (the "Exchange Act").  Our disclosure  controls  and
procedures  are  designed to provide reasonable assurance of  achieving  the
desired control objectives.  Based upon that evaluation, our Chief Executive
Officer  and Chief Financial Officer concluded that our disclosure  controls
and  procedures  are effective in enabling us to record, process,  summarize
and  report information required to be included in our periodic filings with
the SEC within the required time period.

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

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

                                      32
<PAGE>

                                   PART II

                              OTHER INFORMATION

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

     On October 15, 2007, we announced that on October 11, 2007 our Board of
Directors  approved an increase in the number of shares of our common  stock
that  Werner  Enterprises, Inc. (the "Company") is authorized to repurchase.
Under  this  October  2007  authorization,  the  Company  is  permitted   to
repurchase  an additional 8,000,000 shares.  As of September 30,  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 third quarter of
2009 by either the Company or any "affiliated purchaser," as defined by Rule
10b-18 of the Exchange Act.

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 registrant's report
             Enterprises, Inc.                                on Form 10-Q for the quarter ended
                                                              June 30, 2007

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

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


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

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

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

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

</TABLE>

                                      33
<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:      November 2, 2009     By:  /s/ John J. Steele
        ----------------------       ---------------------------------------
                                     John J. Steele
                                     Executive Vice President, Treasurer and
                                     Chief Financial Officer



Date:      November 2, 2009     By:  /s/ James L. Johnson
        ----------------------       ---------------------------------------
                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary

                                      34