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 June 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  July  30,  2009, 71,741,407 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
         June 30, 2009 and 2008                                          5

         Consolidated Statements of Income for the Six Months Ended
         June 30, 2009 and 2008                                          6

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

         Consolidated Statements of Cash Flows for the Six Months Ended
         June 30, 2009 and 2008                                          8

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

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk     30

Item 4.  Controls and Procedures                                        31

PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds    32

Item 4.  Submission of Matters to a Vote of Security Holders            32

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 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 six-month periods ended June
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)                  June 30,
----------------------------------------------------------------------------
                                                     2009          2008
----------------------------------------------------------------------------
                                                        (Unaudited)

<S>                                              <C>             <C>
Operating revenues                               $ 403,051       $ 578,181
                                               -----------------------------

Operating expenses:
  Salaries, wages and benefits                     128,385         148,588
  Fuel                                              57,166         154,963
  Supplies and maintenance                          33,327          41,261
  Taxes and licenses                                23,962          27,886
  Insurance and claims                              22,591          23,907
  Depreciation                                      39,214          41,683
  Rent and purchased transportation                 71,735         105,220
  Communications and utilities                       3,989           4,820
  Other                                                672          (1,015)
                                               -----------------------------
    Total operating expenses                       381,041         547,313
                                               -----------------------------

Operating income                                    22,010          30,868
                                               -----------------------------

Other expense (income):
  Interest expense                                       3               3
  Interest income                                     (437)           (964)
  Other                                                 20               1
                                               -----------------------------
    Total other expense (income)                      (414)           (960)
                                               -----------------------------

Income before income taxes                          22,424          31,828

Income taxes                                         9,732          13,716
                                               -----------------------------

Net income                                       $  12,692       $  18,112
                                               =============================

Earnings per share:

     Basic                                       $    0.18       $    0.26
                                               =============================
     Diluted                                     $    0.18       $    0.25
                                               =============================

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

Weighted-average common shares outstanding:

     Basic                                         71,579         70,410
                                               =============================
     Diluted                                       72,010         71,417
                                               =============================

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      5
<PAGE>

                          WERNER ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

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

<S>                                             <C>             <C>
Operating revenues                              $   797,559     $ 1,090,968
                                               -----------------------------

Operating expenses:
  Salaries, wages and benefits                      262,571         291,775
  Fuel                                              108,776         278,799
  Supplies and maintenance                           71,224          81,770
  Taxes and licenses                                 48,357          56,151
  Insurance and claims                               44,256          48,639
  Depreciation                                       79,308          83,479
  Rent and purchased transportation                 140,328         199,683
  Communications and utilities                        8,391          10,059
  Other                                               1,082          (3,673)
                                               -----------------------------
    Total operating expenses                        764,293       1,046,682
                                               -----------------------------

Operating income                                     33,266          44,286
                                               -----------------------------

Other expense (income):
  Interest expense                                       79               6
  Interest income                                      (926)         (2,037)
  Other                                                (252)             52
                                               -----------------------------
    Total other expense (income)                     (1,099)         (1,979)
                                               -----------------------------

Income before income taxes                           34,365          46,265

Income taxes                                         14,777          19,778
                                               -----------------------------
Net income                                         $ 19,588        $ 26,487
                                               =============================

Earnings per share:

     Basic                                         $   0.27        $   0.38
                                               =============================
     Diluted                                       $   0.27        $   0.37
                                               =============================

Dividends declared per share                       $  0.100        $  0.100
                                               =============================

Weighted-average common shares outstanding:

     Basic                                           71,577          70,428
                                               =============================
     Diluted                                         71,962          71,438
                                               =============================

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      6
<PAGE>

                          WERNER ENTERPRISES, INC.
                    CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>


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

<S>                                             <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                     $    87,285     $    48,624
  Accounts receivable, trade, less allowance
    of $9,183 and $9,555, respectively              168,674         185,936
  Other receivables                                  23,998          18,739
  Inventories and supplies                           12,072          10,644
  Prepaid taxes, licenses and permits                 7,205          16,493
  Current deferred income taxes                      32,565          30,789
  Other current assets                               25,619          20,659
                                               -----------------------------
    Total current assets                            357,418         331,884
                                               -----------------------------
Property and equipment                            1,556,033       1,613,102
Less - accumulated depreciation                     681,324         686,463
                                               -----------------------------
    Property and equipment, net                     874,709         926,639
                                               -----------------------------
Other non-current assets                             16,193          16,795
                                               -----------------------------
                                                $ 1,248,320     $ 1,275,318
                                               =============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                              $    43,961     $    46,684
  Current portion of long-term debt                       -          30,000
  Insurance and claims accruals                      77,139          79,830
  Accrued payroll                                    26,938          25,850
  Other current liabilities                          19,098          19,006
                                               -----------------------------
    Total current liabilities                       167,136         201,370
                                               -----------------------------
Other long-term liabilities                           7,810           7,406

Insurance and claims accruals, net of current
  portion                                           119,500         120,500

Deferred income taxes                               194,567         200,512

Stockholders' equity:
  Common stock, $.01 par value, 200,000,000
    shares authorized; 80,533,536 shares
    issued; 71,583,073 and 71,576,267 shares
    outstanding, respectively                           805             805
  Paid-in capital                                    93,947          93,343
  Retained earnings                                 838,941         826,511
  Accumulated other comprehensive income (loss)      (6,535)         (7,146)
  Treasury stock, at cost; 8,950,463 and
    8,957,269 shares, respectively                 (167,851)       (167,983)
                                               -----------------------------
    Total stockholders' equity                      759,307         745,530
                                               -----------------------------
                                                $ 1,248,320     $ 1,275,318
                                               =============================

</TABLE>

         See Notes to Consolidated Financial Statements (Unaudited).

                                      7
<PAGE>

                          WERNER ENTERPRISES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                      Six Months Ended
(In thousands)                                            June 30,
----------------------------------------------------------------------------
                                                     2009          2008
----------------------------------------------------------------------------
                                                        (Unaudited)
<S>                                                <C>            <C>
Cash flows from operating activities:
  Net income                                       $ 19,588       $ 26,487
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation                                     79,308         83,479
    Deferred income taxes                            (8,018)        (3,660)
    Gain on disposal of property and equipment       (1,082)        (5,969)
    Stock-based compensation                            630            756
    Other long-term assets                             (446)           422
    Insurance claims accruals, net of current
      portion                                        (1,000)         5,500
    Other long-term liabilities                         268            (20)
    Changes in certain working capital items:
      Accounts receivable, net                       17,262        (21,495)
      Other current assets                           (2,359)        11,377
      Accounts payable                               (2,723)        14,156
      Other current liabilities                      (1,078)         9,177
                                                  --------------------------
   Net cash provided by operating activities        100,350        120,210
                                                  --------------------------
Cash flows from investing activities:
  Additions to property and equipment               (78,872)      (114,320)
  Retirements of property and equipment              52,127         48,350
  Decrease in notes receivable                        1,976          3,478
                                                  --------------------------
   Net cash used in investing activities            (24,769)       (62,492)
                                                  --------------------------
Cash flows from financing activities:
  Repayments of short-term debt                     (30,000)             -
  Dividends on common stock                          (7,158)        (7,038)
  Repurchases of common stock                             -         (4,486)
  Stock options exercised                               107          3,097
  Excess tax benefits from exercise of stock
    options                                              (1)           955
                                                  --------------------------
   Net cash used in financing activities            (37,052)        (7,472)
                                                  --------------------------

Effect of foreign exchange rate fluctuations on
  cash                                                  132          2,187
Net increase in cash and cash equivalents            38,661         52,433
Cash and cash equivalents, beginning of period       48,624         25,090
                                                  --------------------------
Cash and cash equivalents, end of period           $ 87,285       $ 77,523
                                                  ==========================

Supplemental disclosures of cash flow
  information:
Cash paid during the period for:
  Interest                                        $    134       $      6
  Income taxes                                    $ 16,371       $ 21,352
Supplemental schedule of non-cash investing
  activities:
  Notes receivable issued upon sale of revenue
    equipment                                     $    928       $  1,844

</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  income  of
$2,198,000 for the three-month period ended June 30, 2009 and $1,543,000 for
the  same period ended June 30, 2008.  Such comprehensive income (loss)  was
income  of  $611,000  for  the six-month period  ended  June  30,  2009  and
$2,187,000 for the same period ended June 30, 2008.

(2)  Long-Term Debt

     On  June  1, 2009, we entered into a credit agreement for a  new  $50.0
million  three-year credit facility with the Branch Banking & Trust  Company
("BB&T").  This new credit facility replaced our prior $50.0 million  credit
facility  with  Harris, N.A. that expired on May 31, 2009.  The  new  credit
facility  is an unsecured revolving credit facility and expires on  May  31,
2012.

     As of June 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  June  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 $47.4 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 June 30, 2009, we were in compliance with these covenants.

(3)  Income Taxes

     For  the  three-month and six-month periods ended June 30, 2009,  there
were  no  material changes to the total amount of unrecognized tax benefits.
We accrued an interest benefit of $0.1 million during the three-month period
and $0.4 million during the six-month period ended June 30, 2009.  Our total
gross  liability  for unrecognized tax benefits at June  30,  2009  is  $7.1
million.   If  recognized, $4.1 million of unrecognized tax  benefits  would
impact  our effective tax rate.  Interest of $3.3 million has been reflected
as  a  component  of  the  total liability.  We  do  not  expect  any  other
significant  increases or decreases for uncertain tax positions  during  the
next twelve months.

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

(4)  Commitments and Contingencies

     As  of  June  30,  2009,  we have committed to property  and  equipment
purchases of approximately $74.7 million.

                                      9
<PAGE>

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

(5)  Earnings Per Share

     We  compute and present earnings per share in accordance with Statement
of  Financial  Accounting Standards ("SFAS") No. 128,  Earnings  per  Share.
Basic  earnings per share is computed by dividing net income by the weighted
average  number  of  common shares outstanding during the  period.   Diluted
earnings  per  share  is  computed by dividing net income  by  the  weighted
average number of common shares plus the effect of dilutive potential common
shares  outstanding  during  the period using  the  treasury  stock  method.
Dilutive potential common shares include outstanding stock options and stock
awards.   There are no differences in the numerators of our computations  of
basic  and  diluted  earnings  per share  for  any  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       Six Months Ended
                                        June 30,                June 30,
                                 ----------------------  ----------------------
                                     2009      2008          2009      2008
                                 ----------------------  ----------------------
<S>                               <C>        <C>          <C>        <C>
Net income                        $  12,692  $  18,112    $  19,588  $  26,487
                                 ======================  ======================

Weighted-average common shares
  outstanding                        71,579     70,410       71,577     70,428
Common stock equivalents                431      1,007          385      1,010
                                 ----------------------  ----------------------
Shares used in computing diluted
  earnings per share                 72,010     71,417       71,962     71,438
                                 ======================  ======================
Basic earnings per share          $     .18  $     .26    $     .27  $     .38
                                 ======================  ======================
Diluted earnings per share        $     .18  $     .25    $     .27  $     .37
                                 ======================  ======================

</TABLE>

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

<TABLE>
<CAPTION>

                             Three Months Ended               Six Months Ended
                                  June 30,                        June 30,
                      -------------------------------  -------------------------------
                            2009           2008             2009            2008
                      -------------------------------  -------------------------------
<S>                    <C>             <C>              <C>             <C>
Number of options            912,369          29,500        1,209,619          29,500

Range of option
  purchase prices      $17.18-$20.36   $19.26-$20.36    $16.68-$20.36   $19.26-$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

                                     10
<PAGE>

one  person under the Equity Plan is 2,562,500.  As of June 30, 2009,  there
were 8,674,882 shares available for granting additional awards.

     We  apply the fair value method of SFAS No. 123 (Revised 2004),  Share-
Based  Payment,  in accounting for stock-based compensation  awards  granted
under  our Equity Plan.  Stock-based employee compensation expense was  $0.3
million for the three-month period ended June 30, 2009 and $0.4 million  for
the  same period ended June 30, 2008, and was $0.6 million for the six-month
period  ended June 30, 2009 and $0.8 million for the same period ended  June
30,  2008.   Stock-based  employee  compensation  expense  is  included   in
salaries,  wages and benefits within the Consolidated Statements of  Income.
The  total  income tax benefit recognized in the Consolidated Statements  of
Income  for stock-based compensation arrangements was $0.2 million  for  the
three-month period ended June 30, 2009 and $0.1 million for the same  period
ended June 30, 2008 and $0.3 million for each of the six-month periods ended
June  30,  2009  and  June  30,  2008.  As  of  June  30,  2009,  the  total
unrecognized compensation cost related to nonvested stock-based compensation
awards was approximately $2.2 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  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 six months ended June 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                       (7)   $    15.68
   Options forfeited                       (5)   $    17.46
   Options expired                          -    $        -
                                   ----------
Outstanding at end of period            2,252    $    13.72           4.15    $   10,077
                                   ==========
Exercisable at end of period            1,685    $    12.53           3.13    $    9,558
                                   ==========

</TABLE>

     We did not grant any stock options during the three-month and six-month
periods  ended  June 30, 2009 and June 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 $20 thousand and $0.4 million
for  the  three-month periods ended June 30, 2009 and June 30, 2008 and  $21

                                     11
<PAGE>

thousand and $2.7 million for the six-month periods ended June 30, 2009  and
June 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
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  six
months ended June 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  six-month periods ended June 30, 2009 and 2008.  We estimate  the  fair
value  of  restricted  stock  awards based upon  the  market  price  of  the
underlying  common stock on the date of grant, reduced by the present  value
of estimated future dividends because the awards are not entitled to receive
dividends  prior to vesting.  Our estimate of future dividends is  based  on
the  most  recent  quarterly dividend rate, adjusted for  any  known  future
changes in the dividend rate.

(7)  Segment Information

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

     The  Truckload  segment  consists of  six  operating  fleets  that  are
aggregated because they have similar economic characteristics and  meet  the
other aggregation criteria of SFAS No. 131, Disclosures about Segments of an
Enterprise  and  Related Information ("No. 131").  The six operating  fleets
that  comprise our Truckload segment are as follows:  (i) dedicated services
("Dedicated")  provides truckload services required by a specific  customer,
generally  for  a  distribution center or manufacturing facility;  (ii)  the
regional  short-haul  ("Regional") fleet 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 $1.0  million  and $1.9  million for the
three-month  periods ended June 30, 2009  and June 30, 2008 and $2.2 million
and $3.8 million for the six-month periods ended June 30, 2009 and June  30,
2008.   These  revenues  consist  primarily  of  the  portion  of  shipments
delivered  to  or  from  Mexico  where we  utilize  a  third-party  capacity
provider.

     The  VAS  segment  generates the  majority of our non-trucking revenues
through  four  operating  units that provide non-trucking  services  to  our
customers.   These  four  VAS  operating  units  are  (i)  truck   brokerage

                                     12
<PAGE>

("Brokerage"),  (ii) freight management (single-source logistics)  ("Freight
Management"),  (iii)  intermodal  services ("Intermodal")  and  (iv)  Werner
Global Logistics international services ("International").

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

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

<TABLE>
<CAPTION>

                                                          Revenues
                                                          --------
                                       Three Months Ended         Six Months Ended
                                            June 30,                  June 30,
                                    -----------------------   -----------------------
                                       2009         2008         2009         2008
                                    -----------------------   -----------------------
<S>                                 <C>          <C>          <C>          <C>
Truckload Transportation Services   $  349,580   $  505,214   $  693,437   $  951,383
Value Added Services                    50,469       67,629       97,942      129,815
Other                                    2,314        4,054        4,830        7,959
Corporate                                  688        1,284        1,350        1,811
                                    -----------------------   -----------------------
Total                               $  403,051   $  578,181   $  797,559   $1,090,968
                                    =======================   =======================

</TABLE>

<TABLE>
<CAPTION>

                                                     Operating Income
                                                     ----------------
                                       Three Months Ended         Six Months Ended
                                            June 30,                  June 30,
                                    -----------------------  ------------------------
                                       2009         2008         2009         2008
                                    -----------------------  ------------------------
<S>                                 <C>          <C>          <C>          <C>
Truckload Transportation Services   $   18,846   $   25,778   $   27,707   $   35,013
Value Added Services                     2,791        3,684        4,524        7,351
Other                                      (31)         916          252        1,982
Corporate                                  404          490          783          (60)
                                    -----------------------   -----------------------
Total                               $   22,010   $   30,868   $   33,266   $   44,286
                                    =======================   =======================

</TABLE>

(8)  Subsequent Events

     We  performed an evaluation of Company activity and have concluded that
as of August 3, 2009, the date these financial statements were issued, there
are  no  material  subsequent  events  requiring  additional  disclosure  or
recognition  in  these financial statements, as required by  SFAS  No.  165,
Subsequent Events.

                                     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 ("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  are
categorized  as (i) trucking revenues, net of fuel surcharge, (ii)  trucking
fuel  surcharge  revenues, (iii) non-trucking revenues, including  VAS,  and
(iv)  other  operating revenues.  Trucking revenues, net of fuel  surcharge,
and  trucking  fuel  surcharge revenues are generated by the  six  operating
fleets  in  the  Truckload  segment (Dedicated,  Regional,  Van,  Expedited,
Temperature-Controlled and Flatbed).  Non-trucking revenues, including  VAS,
are  generated  primarily by the four operating units  in  our  VAS  segment
(Brokerage, Freight Management, Intermodal and International), and  a  small
amount is generated by the Truckload segment.  Other operating revenues  are
generated  from  other  business activities such  as  third-party  equipment
maintenance  and  equipment leasing.  Trucking and trucking  fuel  surcharge
revenues  accounted for 86% of total operating revenues  in  second  quarter
2009,  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
between periods.  The key statistics used to evaluate trucking revenues, net
of  fuel  surcharge,  are (i) average revenues per tractor  per  week,  (ii)

                                     14
<PAGE>

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

     The  operating ratio is a common industry measure used to evaluate  our
profitability  and  that  of our Truckload segment  operating  fleets.   The
operating ratio consists of operating expenses expressed as a percentage  of
operating revenues.  The most significant variable expenses that impact  the
Truckload  segment  are  driver  salaries and  benefits,  fuel,  fuel  taxes
(included  in  taxes  and  licenses expense),  payments  to  owner-operators
(included  in  rent  and  purchased transportation  expense),  supplies  and
maintenance and insurance and claims.  These expenses generally  vary  based
on  the  number of miles generated.  We also evaluate these costs on a  per-
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 second quarter 2009 to second  quarter
2008,  several  industry-wide issues may cause costs to increase  in  future
periods.   These  issues  include  a softer freight  market,  changing  fuel
prices,  higher  new truck and trailer purchase prices  and  a  weaker  used
equipment  market.   Our main fixed costs include depreciation  expense  for
tractors  and trailers and equipment licensing fees (included in  taxes  and
licenses   expense).   The  Truckload  segment  requires  substantial   cash
expenditures  for  tractor and trailer purchases.  We fund  these  purchases
with  net  cash from operations and financing available under  our  existing
credit facilities, as management deems necessary.

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

                                     15
<PAGE>

Results of Operations:

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

<TABLE>
<CAPTION>

                                    Three Months Ended                Six Months Ended
                                          June 30,                       June 30,
                                    -------------------     %       ---------------------      %
                                      2009       2008     Change      2009        2008      Change
                                    --------   --------   ------    --------     --------   ------
<S>                                 <C>        <C>        <C>       <C>        <C>          <C>
Trucking revenues, net of
  fuel surcharge (1)                $310,066   $368,577   -15.9%    $618,042     $717,001   -13.8%
Trucking fuel surcharge
  revenues (1)                        38,506    134,929   -71.5%      73,159      230,698   -68.3%
Non-trucking revenues,
  including VAS (1)                   51,446     69,510   -26.0%     100,115      133,629   -25.1%
Other operating revenues (1)           3,033      5,165   -41.3%       6,243        9,640   -35.2%
                                    --------   --------             --------   ----------
    Total operating revenues (1)    $403,051   $578,181   -30.3%    $797,559   $1,090,968   -26.9%
                                    ========   ========             ========   ==========

Operating ratio
  (consolidated) (2)                    94.5%      94.7%                95.8%        95.9%
Average monthly miles per
  tractor                              9,874     10,397    -5.0%       9,710       10,132    -4.2%
Average revenues per
  total mile (3)                      $1.439     $1.465    -1.8%      $1.439       $1.459    -1.4%
Average revenues per
  loaded mile (3)                     $1.651     $1.690    -2.3%      $1.656       $1.688    -1.9%
Average percentage of
  empty miles (4)                      12.80%     13.35%   -4.1%       13.15%       13.53%   -2.8%
Average trip length in
  miles (loaded)                         456        540   -15.6%         463          541   -14.4%
Total miles (loaded and
  empty) (1)                         215,412    251,630   -14.4%     429,582      491,374   -12.6%
Average tractors in service            7,272      8,068    -9.9%       7,374        8,083    -8.8%
Average revenues per tractor
  per week (3)                        $3,280     $3,514    -6.7%      $3,224       $3,412    -5.5%
Total tractors (at quarter end)
    Company                            6,615      7,320                6,615        7,320
    Owner-operator                       670        730                  670          730
                                    --------   --------             --------     --------
      Total tractors                   7,285      8,050                7,285        8,050

Total trailers (Truckload and
  Intermodal, at quarter end)         24,515     24,700               24,515       24,700


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

</TABLE>

                                     16
<PAGE>

     The  following  table sets forth the revenues, operating  expenses  and
operating  income for  the Truckload  segment.  Revenues  for the  Truckload
segment include  non-trucking revenues of $1.0  million and $1.9 million for
the  three-month  periods ended  June  30, 2009  and June 30, 2008  and $2.2
million and $3.8 million for the  six-month periods  ended June 30, 2009 and
June 30, 2008, as described on page 12.

<TABLE>
<CAPTION>

                                          Three Months Ended                 Six Months Ended
                                               June 30,                          June 30,
                                   -------------------------------   -------------------------------
                                        2009             2008             2009             2008
Truckload Transportation Services  --------------   --------------   --------------   --------------
 (amounts in thousands)                $      %         $      %         $      %         $      %
---------------------------------  --------------   --------------   --------------   --------------
<S>                                <C>      <C>     <C>      <C>     <C>      <C>     <C>      <C>
Revenues                           $349,580 100.0   $505,214 100.0   $693,437 100.0   $951,383 100.0
Operating expenses                  330,734  94.6    479,436  94.9    665,730  96.0    916,370  96.3
                                   --------         --------         --------         --------
Operating income                   $ 18,846   5.4   $ 25,778   5.1   $ 27,707   4.0   $ 35,013   3.7
                                   ========         ========         ========         ========

</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 revenue  and  instead  reported  as  a
reduction of operating expenses.

<TABLE>
<CAPTION>

                                         Three Months Ended                Six Months Ended
                                               June 30,                        June 30,
                                    -----------------------------   -----------------------------
Truckload Transportation Services         2009           2008             2009           2008
                                    -------------- --------------   -------------- --------------
 (amounts in thousands)                 $      %       $      %         $      %       $      %
---------------------------------   -------------- --------------   -------------- --------------
<S>                                 <C>      <C>   <C>      <C>     <C>      <C>   <C>      <C>
Revenues                            $349,580       $505,214         $693,437       $951,383
Less: trucking fuel surcharge
  revenues                            38,506        134,929           73,159        230,698
                                    --------       --------         --------       --------
Revenues, net of fuel surcharges     311,074 100.0  370,285 100.0    620,278 100.0  720,685 100.0
                                    --------       --------         --------       --------
Operating expenses                   330,734        479,436          665,730        916,370
Less: trucking fuel surcharge
  revenues                            38,506        134,929           73,159        230,698
                                    --------       --------         --------       --------
Operating expenses, net of
  fuel surcharges                    292,228  93.9  344,507  93.0    592,571  95.5  685,672  95.1
                                    --------       --------         --------       --------
Operating income                    $ 18,846   6.1 $ 25,778   7.0   $ 27,707   4.5 $ 35,013   4.9
                                    ========       ========         ========       ========

</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               Six Months Ended
                                            June 30,                        June 30,
                                 -----------------------------   ------------------------------
Value Added Services                  2009            2008            2009             2008
                                 -------------   -------------   -------------   --------------
 (amounts in thousands)             $      %        $      %        $      %         $      %
-----------------------          -------------   -------------   -------------   --------------
<S>                              <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
Revenues                         $50,469 100.0   $67,629 100.0   $97,942 100.0   $129,815 100.0
Rent and purchased
  transportation expense          41,841  82.9    57,841  85.5    81,279  83.0    110,520  85.1
                                 -------         -------         -------         --------
Gross margin                       8,628  17.1     9,788  14.5    16,663  17.0     19,295  14.9
Other operating expenses           5,837  11.6     6,104   9.1    12,139  12.4     11,944   9.2
                                 -------         -------         -------         --------
Operating income                 $ 2,791   5.5   $ 3,684   5.4   $ 4,524   4.6   $  7,351   5.7
                                 =======         =======         =======         ========

</TABLE>

                                     17
<PAGE>

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

Operating Revenues

     Operating revenues decreased 30.3% for the three months ended June  30,
2009,  compared  to  the  same  period of the prior  year.   Excluding  fuel
surcharge  revenues, trucking revenues decreased 15.9% due  primarily  to  a
9.9%  decrease  in  the average number of tractors in  service  and  a  5.0%
decrease in average monthly miles per tractor.  With respect to pricing  and
rates, revenue per total mile, excluding fuel surcharges, decreased by 1.8%.

     The freight market was very challenging in second quarter 2009, however
freight  volumes improved from those experienced during first quarter  2009.
We  experienced some seasonal freight improvement as the quarter progressed.
However,  freight  volumes in second quarter 2009 were  well  below  volumes
during  the same period in 2008, in part because June 2008 was the strongest
freight month for us during 2008.  We are cautiously optimistic that freight
is  bottoming, but it remains difficult thus far in third quarter 2009.   We
adapted to these challenging market conditions by reducing our fleet size by
9.9%  when  comparing  second quarter 2009 to second  quarter  2008.   Fewer
trucks  and a 15.6% shorter length of haul reduced our total miles by  14.4%
over  this  same  period.  Having fewer trucks in service also  lowered  our
freight  requirements and thereby reduced our need to book  less  attractive
and  less  profitable  freight 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  soft freight  market during second quarter 2009 combined with  the
excess  truck  capacity in the market caused continued pressure  on  freight
rates.   These  factors resulted in a 2.3% decrease in  revenue  per  loaded
mile, excluding fuel surcharge.  Revenue per total mile decreased only 1.8%,
as  our  average  percentage of empty miles improved  to  12.80%  in  second
quarter 2009 from 13.35% in second quarter 2008.  We expect the pressure  on
freight  rates  to  continue until freight demand  improves,  and  we  could
experience further rate deterioration.

     Fuel  surcharge  revenues represent collections from customers for  the
higher  cost  of fuel.  These revenues decreased 71.5% to $38.5  million  in
second  quarter 2009 from $134.9 million in second quarter  2008  due  to  a
decrease  in  average diesel fuel prices of more than $2.00  per  gallon  in
second  quarter 2009 compared to second 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
and   logistics   (which   includes  the  VAS   segment)   services.    This
diversification should help soften the impact of a weak freight  market  and
enables us to provide expanded services to our customers.

                                     18
<PAGE>

     VAS  revenues are  generated by its four operating units.  VAS revenues
declined 25.4% to $50.5 million in second quarter 2009 from $67.6 million in
second  quarter  2008  due to three factors:  (i) a  20%  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 11.9% to $8.6 million in second  quarter
2009  from  $9.8  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 14.5% in second quarter 2008 to  17.1%  in  second
quarter 2009.

     Brokerage  revenues  declined  due to  the  factors  described  in  the
paragraph  above, however its gross margin percentage improved by  60  basis
points  due  to  a  decline  in fuel prices and a lower  cost  of  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 second quarter  2009.   International
achieved  meaningful  revenue  and  profit  improvement  from  newly-awarded
business.

Operating Expenses

     Our  operating  ratio (operating expenses expressed as a percentage  of
operating  revenues)  was 94.5% for the three months ended  June  30,  2009,
compared  to 94.7% for the three months ended June 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.

     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    Six Months Ended    Increase
                                      June 30,        (Decrease)       June 30,       (Decrease)
                                 ------------------                ----------------
                                    2009    2008       per Mile      2009    2008      per Mile
                                 ---------------------------------------------------------------
<S>                                <C>     <C>          <C>         <C>     <C>         <C>
Salaries, wages and benefits       $0.570  $0.568       $0.002      $0.585  $0.571      $0.014
Fuel                                0.265   0.614       (0.349)      0.252   0.565      (0.313)
Supplies and maintenance            0.147   0.155       (0.008)      0.158   0.158       0.000
Taxes and licenses                  0.111   0.110        0.001       0.112   0.114      (0.002)
Insurance and claims                0.104   0.094        0.010       0.102   0.098       0.004
Depreciation                        0.179   0.160        0.019       0.182   0.164       0.018
Rent and purchased transportation   0.138   0.188       (0.050)      0.137   0.181      (0.044)
Communications and utilities        0.018   0.019       (0.001)      0.019   0.020      (0.001)
Other                               0.003  (0.003)       0.006       0.003  (0.006)      0.009

</TABLE>

     Owner-operator  costs are included in rent and purchased transportation
expense.  Owner-operator miles as a percentage of total miles were 11.4% for
second  quarter  2009  compared to 12.1% for second  quarter  2008.   Owner-
operators  are  independent contractors who supply  their  own  tractor  and
driver  and  are responsible for their operating expenses (including  driver
pay,  fuel, supplies  and maintenance  and  fuel  taxes).  This  decrease in
owner-operator  miles as a percentage  of total miles shifted costs from the
rent and purchased transportation category to other expense categories.  Due
to this decrease, we estimate that rent and purchased transportation expense
for  the  Truckload segment was lower by approximately 0.9 cents  per  total
mile,  and other expense categories had offsetting increases on a total-mile
basis  as  follows: (i) salaries, wages and benefits, 0.4 cents; (ii)  fuel,

                                    19
<PAGE>

0.2  cents; (iii) supplies and maintenance, 0.1 cent; (iv) depreciation, 0.1
cent; and (v) taxes and licenses, 0.1 cent.

     In  the  latter months of 2008, we took steps to manage  and  reduce  a
variety of controllable costs and adapt to a smaller fleet.  Numerous  cost-
saving  programs were implemented throughout the first six months  of  2009.
Examples  of  these  cost-saving measures included improving  our  ratio  of
tractors  to  non-driver employees, reducing driver  advertising  and  other
driver  recruiting expenses, restructuring discretionary driver pay programs
and  decreasing the company-matching contribution percentage for our  401(k)
plan.

     Salaries,  wages  and  benefits  in  the  Truckload  segment  increased
slightly by 0.2 cents per mile on a total-mile basis in second quarter  2009
compared  to second quarter 2008.  This increase is primarily attributed  to
(i) lower  average miles  per tractor  which increases  the per-mile cost of
non-driver  and student salaries and fringe benefits that are somewhat fixed
in nature and (ii) 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 (as described above).   We  improved  our
average  tractor-to-non-driver ratio for the trucking operation  by  6%  for
second  quarter 2009 compared to second quarter 2008.  Higher  group  health
insurance  costs  were  offset by lower expense  for  workers'  compensation
claims.   Non-driver  salaries, wages and benefits in the  non-trucking  VAS
segment  were  1% lower in second quarter 2009 than in second quarter  2008.
Although  VAS revenues were 25.4% lower in second quarter 2009 than  in  the
second quarter 2008 because of the factors described on page 19, VAS handled
only  2% fewer shipments in second quarter 2009.  This 2% reduction includes
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  second  quarter 2009 compared to  second  quarter  2008.   The
weakness  in  the  construction and automotive industries, trucking  company
failures  and  fleet  reductions and the higher national  unemployment  rate
contributed  to  an improved driver recruiting and retention  market  during
second quarter 2009.  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  were  necessary  to
attract  and  retain drivers, our results of operations would be  negatively
impacted  to the extent that corresponding freight rate increases  were  not
obtained.

     Fuel  decreased 34.9 cents per total mile for the Truckload segment  in
second 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
fourth  quarter  2008 and improved miles per gallon (see  paragraph  below).
Diesel  fuel  prices  rose  during much of  second  quarter  2009  and  were
approximately $0.50 per gallon higher at quarter-end than the  beginning  of
the  quarter.   Average diesel fuel costs were more than  $2.00  per  gallon
lower in second quarter 2009 than in second quarter 2008.

     During  second  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 consume less diesel fuel than idling the main engine.   As  of
June  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 3.9% in second quarter 2009 compared to  second
quarter  2008.  This mpg improvement resulted in the purchase of 1.3 million

                                     20
<PAGE>

fewer  gallons of diesel fuel in second quarter 2009 than in second  quarter
2008.   This equates to a reduction of approximately 14,400 tons  of  carbon
dioxide  emissions.   We intend to continue these and other  environmentally
conscious  initiatives,  including  our  active  participation  as  a   U.S.
Environmental  Protection Agency ("EPA") SmartWay  Transport  Partner.   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.

     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 June 30, 2009, we had no derivative
financial instruments to reduce our exposure to fuel price fluctuations.

     Supplies and maintenance for the Truckload segment decreased 0.8  cents
per  total  mile  in  second quarter 2009 compared to second  quarter  2008.
Through  our  cost-saving programs, we realized decreases in  driver-related
costs  such  as  advertising, recruiting, motels and travel.  These  savings
were partially offset by higher maintenance costs as the average age of  our
company  truck fleet increased from 2.3 years at June 30, 2008 to 2.6  years
at  June 30, 2009.  The higher average age results in more maintenance  that
is not covered by warranty.

     Taxes and licenses  for the Truckload segment increased 0.1 cent  on  a
total-mile  basis  in second quarter 2009 compared to second  quarter  2008.
Fuel  taxes  decreased per mile as a result of the 3.9% 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  offset  by
the  effect  of lower average miles per tractor on the fixed cost components
of this operating expense category.

     Insurance  and claims for the Truckload segment increased by  1.0  cent
per  total  mile  in  second quarter 2009 from second  quarter  2008.   This
increase  was  the  result of higher expense related  to  smaller  liability
claims  and less favorable development on cargo claims, offset partially  by
better  experience  on  large claims.  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 1.9 cents  per
total  mile  in second quarter 2009 compared to second quarter  2008.   This
increase was due primarily to 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.  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 June 30, 2009, 69% of the engines in  our
fleet of company-owned trucks were manufactured by Caterpillar.

                                     21
<PAGE>

     In  January  2010, a final set of more rigorous EPA-mandated  emissions
standards will become effective for all new engines manufactured after  that
date.   It  is expected that these trucks will have a higher purchase  price
than  the trucks manufactured to meet the 2007 EPA engine emission standards
but  may  be  more fuel efficient.  We are currently evaluating the  options
available  to us to prepare for the upcoming 2010 standards.  We  expect  to
receive  and  test  a small number of engines that meet the  2010  standards
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 second quarter 2009 compared  to  85.5%  in  second
quarter 2008.

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

     Other  operating expenses for the Truckload segment increased 0.6 cents
per  total  mile  in  second quarter 2009 compared to second  quarter  2008.
Gains on sales of assets (primarily trucks and trailers) are reflected as  a
reduction  of other operating expenses and are reported net of sales-related
expenses, including costs to prepare the equipment for sale.  Gains on sales
of assets decreased to $0.4 million in second quarter 2009 from $2.2 million
in  second quarter 2008.  In second 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 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 second quarter 2009 compared to
$1.0  million in second quarter 2008.  Our average cash and cash equivalents
balances  were  comparable for second quarter 2009 and second quarter  2008;
however, the average interest rate earned on these funds was lower in second
quarter 2009.

Income Taxes

     Our  effective income tax rate (income taxes expressed as a  percentage
of  income  before  income taxes) increased slightly  to  43.4%  for  second
quarter 2009 from 43.1% for second 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.

                                     22
<PAGE>

Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008
-------------------------------------------------------------------------

Operating Revenues

     Operating  revenues decreased 26.9% for the six months ended  June  30,
2009,  compared  to  the  same  period of the prior  year.   Excluding  fuel
surcharge  revenues, trucking revenues decreased 13.8% due primarily  to  an
8.8%  decrease in the average number of tractors in service, a 4.2% decrease
in average monthly miles per tractor and a 1.4% decrease in average revenues
per total mile.  Fuel surcharge revenues decreased 68.3% to $73.2 million in
the  2009  year-to-date period from $230.7 million in the 2008  year-to-date
period  because  of lower diesel fuel prices.  VAS revenues decreased  24.6%
due to the factors described on page 19.

Operating Expenses

     Our  operating  ratio (operating expenses expressed as a percentage  of
operating  revenues)  was  95.8% for the six months  ended  June  30,  2009,
compared  to 95.9% for the same period of 2008.  Expense items that impacted
the overall operating ratio are described below.  The tables on page 17 show
the  operating ratios and operating margins for our two reportable segments,
Truckload and VAS.

     Owner-operator miles as a percentage of total miles were 11.5% for  the
six  months  ended June 30, 2009 compared to 12.2% for the six months  ended
June  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  0.8  cents  per  total  mile,  and  other  expense
categories  had offsetting increases on a total-mile basis as  follows:  (i)
salaries,  wages  and  benefits, 0.3 cents;  (ii)  fuel,  0.2  cents;  (iii)
supplies  and  maintenance, 0.1 cent; (iv) depreciation, 0.1 cent;  and  (v)
taxes and licenses, 0.1 cent.

     Salaries, wages and benefits in the Truckload segment increased by  1.4
cents  per mile in the 2009 year-to-date period.  This increase is primarily
attributed  to  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.  Other factors contributing to the increase include higher student
salaries expense (average active trainer teams increased 1.7%) 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.   Although  we  improved  our  tractor-to-non-driver  ratio  for  the
trucking  operation by 11% during the first six months of 2009, the  benefit
was  not  fully realized until the second quarter of 2009 because of related
one-time costs that occurred during the first quarter of 2009.  Higher group
health  insurance costs were partially offset by lower workers' compensation
expense,  and such health insurance costs also contributed to the  salaries,
wages and benefits increase.  Non-driver salaries, wages and benefits in the
non-trucking VAS segment were essentially flat.  Although VAS revenues  were
lower  in the first six 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 the same.

     Fuel  decreased 31.3 cents per total mile for the Truckload segment  in
the  first six months of 2009 compared to the same period in 2008 due to the
lower  average fuel price per gallon and a 4.5% improvement in  the  company
truck fleet mpg.  Average diesel fuel prices were $1.78 per gallon lower  in
the first six months of 2009 than in the same 2008 period.

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

                                     23
<PAGE>

     Taxes and licenses for the Truckload segment decreased 0.2 cents  on  a
total-mile  basis due to fuel tax savings resulting from the mpg improvement
in  the  first  six  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 increased 0.4 cents on a total-mile basis for  the
Truckload  segment due primarily to higher cargo claims expense in  the  six
months ended June 30, 2009 versus the 2008 year-to-date period.

     Depreciation  for the Truckload segment increased 1.8 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.

     Rent  and  purchased transportation for the Truckload segment decreased
4.4  cents  per total mile in the first six 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 transporation expense decreased  to
83.0%  in  the  2009 year-to-date period from 85.1% 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 six months
of  2009  compared  to the same period in 2008.  Gains on  sales  of  assets
decreased  to $1.1 million in the six months ended June 30, 2009  from  $6.0
million  in  the  six months ended June 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 $0.9 million during the six months ended  June
30, 2009 compared to $2.0 million during the six months ended June 30, 2008.
Our  average cash and cash equivalents balance was about 20% lower  for  the
six months ended June 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 slightly to 43.0%  for  the  six
months  ended  June 30, 2009 from 42.7% 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  six  months  ended June 30, 2009,  net  cash  provided  by
operating  activities decreased to $100.4 million, a 16.5%  decrease  ($19.9
million)  compared to the same six-month period one year ago.  The  decrease
in  net cash provided by operating activities resulted primarily from (i)  a
$16.9 million decrease in cash flows related to accounts payable, due to the
volume  and timing of VAS payments to third-party capacity providers,  lower
diesel  fuel  prices and the timing of revenue equipment  payments,  (ii)  a
$13.7  million  decrease  in cash flows related  to  other  current  assets,
primarily  related  to the timing of receipts for used equipment  sales  and
trades,  (iii)  a  $14.7 million decrease in insurance and  claims  accruals

                                     24
<PAGE>

(both  current and long-term) due to settlements of claims, and  (iv)  lower
net  income of $6.9 million.  The decrease in net cash provided by operating
activities  was offset partially by a lower accounts receivable  balance  in
second  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 because of  the  net
cash  provided  by  operating  activities  and  existing  cash  balances  as
discussed below.

     Net  cash  used in investing activities for the six-month period  ended
June 30, 2009 decreased by 60.4% ($37.7 million), from $62.5 million for the
six-month  period  ended June 30, 2008 to $24.8 million  for  the  six-month
period  ended  June  30,  2009.  Net property additions  (primarily  revenue
equipment) were $26.7 million for the six-month period ended June 30,  2009,
compared to $66.0 million during the same period of 2008.

     As  of June 30, 2009, we committed to property and equipment purchases,
net  of  trades, of approximately $74.7 million.  We expect our net  capital
expenditures  (primarily revenue equipment) to be  in  the  range  of  $75.0
million  to  $125.0  million in 2009.  We intend to fund these  net  capital
expenditures  through cash flow from operations, existing cash balances  and
financing  available  under  our existing credit facilities,  as  management
deems necessary.

     Net financing activities used $37.1 million during the six months ended
June  30, 2009 and $7.5 million during the same period in 2008.  The  change
from  2008 to 2009 included debt repayments of $30.0 million during the six-
month  period  ended June 30, 2009, and no debt repayments during  the  six-
month period ended June 30, 2008.  We paid dividends of $7.2 million in  the
six  months ended June 30, 2009 compared to $7.0 million in the same  period
of  2008.  Financing activities included no common stock repurchases for the
six-month period ended June 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 June  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 June 30, 2009 is  strong.
As  of June 30, 2009, we had $87.3 million of cash and cash equivalents  and
$759.3  million  of  stockholders' equity.  Cash is invested  in  government
portfolio  money market funds.  We do not hold any investments  in  auction-
rate  securities.  As of June 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
$47.4  million  in stand-by letters of credit under which we are  obligated.
These  letters  of credit are primarily required as security  for  insurance
policies.  On June 1, 2009, we entered into a credit agreement for a new $50
million  three-year credit facility with the Branch Banking & Trust  Company
("BB&T").   This  new credit facility replaced our prior $50 million  credit
facility  with  Harris,  N.A.  that expired on  May  31,  2009.   Management
believes  our  financial  position is strong  and  foresees  no  significant
barriers to obtaining sufficient financing, if necessary.

                                     25
<PAGE>

Contractual Obligations and Commercial Commitments:

     The   following  table  sets  forth  our  contractual  obligations  and
commercial commitments as of June 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   $   7.1   $   1.0   $     -   $     -   $     -   $   6.1
Equipment purchase
  commitments                  74.7      74.7         -         -         -         -
                            -------   -------   -------   -------   -------   -------
Total contractual cash
  obligations               $  81.8   $  75.7   $     -   $     -   $     -   $   6.1
                            =======   =======   =======   =======   =======   =======
Other Commercial
Commitments
Unused lines of credit      $ 177.6   $     -   $ 177.6   $     -   $     -   $     -
Standby letters of credit      47.4      47.4         -         -         -         -
                            -------   -------   -------   -------   -------   -------
Total commercial
  commitments               $ 225.0   $  47.4   $ 177.6   $     -   $     -   $     -
                            =======   =======   =======   =======   =======   =======
    Total obligations       $ 306.8   $ 123.1   $ 177.6   $     -   $     -   $   6.1
                            =======   =======   =======   =======   =======   =======

</TABLE>

     We  have  committed  credit facilities with two banks  totaling  $225.0
million, of which we had no outstanding borrowings at June 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.   The  equipment purchase  commitments  relate  to
committed  equipment expenditures.  As of June 30, 2009, we have recorded  a
$7.1  million  liability  for unrecognized tax  benefits.   We  expect  $1.0
million  to  be  settled within the next twelve months  and  are  unable  to
reasonably  determine when the $6.1 million categorized as "period  unknown"
will be settled.

Off-Balance Sheet Arrangements:

     As  of  June  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:

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

                                     26
<PAGE>

mileage  productivity  for those customers with multiple-stop  shipments  or
those shipments with pick-up or delivery delays.

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

     On  January  18,  2007,  the  FMCSA  published  a  Notice  of  Proposed
Rulemaking  ("NPRM") in the Federal Register on the trucking industry's  use
of  Electronic On-Board Recorders ("EOBRs") for compliance with  HOS  rules.
The   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 submitted the rule to the U.S.
Office  of  Management  and  Budget, but  the  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.

     The EPA mandated a new set of more stringent engine emissions standards
for  all newly manufactured truck engines.  These standards became effective
in  January 2007.  Compared to trucks with engines manufactured before  2007
and  not subject to the new standards, the trucks manufactured with the  new
engines  have  higher purchase prices (approximately $5,000 to $10,000  more
per  truck).   In  January 2010, a final set of more  rigorous  EPA-mandated
emissions  standards will become effective for all new engines  manufactured
after  that  date.   These regulations dramatically decrease  discharges  of
particulate  matter  (soot  and  ash) and nitrogen  oxide,  which  virtually
eliminates   these   emissions   from  on-road   diesel   engines.    Engine
manufacturers  responded  to  the 2010 standards  by  modifying  engines  to
produce  cleaner  combustion  and  by using  selective  catalytic  reduction
("SCR")  and  exhaust  gas  recirculation  ("EGR")  technologies  to  remove
pollutants  from  exhaust  gases exiting the  combustion  chamber.   We  are
currently evaluating the options available to us to prepare for the upcoming
2010 standards.

     Several  U.S.  states, counties and cities have enacted legislation  or
ordinances  restricting idling of trucks to short  periods  of  time.   This
action is significant when it impacts the driver's ability to idle the truck
for  purposes of operating air conditioning and heating systems particularly
while  in  the sleeper berth.  Many of the statutes or ordinances  recognize
the  need of the drivers to have a comfortable environment in which to sleep
and  include  exceptions for those circumstances.  California  had  such  an
exemption;  however,  since January 1, 2008, the  California  sleeper  berth

                                     27
<PAGE>

exemption  no longer exists.  We have taken steps to address this  issue  in
California,  which  include  driver  training,  better  scheduling  and  the
installation  and use of APUs.  California has also enacted restrictions  on
transport  refrigeration unit ("TRU") emissions 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  issued  California a waiver from preemption (as published  in  the
Federal Register on January 16, 2009), which enables California to phase  in
its  Low-Emission TRU In-Use Performance Standards over several years.   The
first  compliance deadline applies to model year 2002 and older TRU  engines
and  was  delayed from July 17, 2009 to December 31, 2009.   Enforcement  of
California's in-use performance standards for these model year engines  will
begin  in  January 2010.  California also requires the registration  of  all
California-based  TRUs by July 31, 2009.  For compliance purposes,  we  have
completed  the TRU registration process in California, and we 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
additional  fuel surcharges from our customers that recoup a  majority,  but
not all, of the increased fuel costs; however, we cannot assure that current
recovery levels will continue in future periods.  Our financial results  are
also affected by company driver and owner-operator availability and the  new
and  used  revenue  equipment market.  Because we  are  self-insured  for  a
significant portion of bodily injury, property damage and cargo  claims  and
for  workers'  compensation benefits and health  claims  for  our  employees
(supplemented  by  premium-based insurance  coverage  above  certain  dollar
levels),  financial results may also be affected by driver  safety,  medical
costs,  weather,  legal and regulatory environments and  insurance  coverage
costs to protect against catastrophic losses.

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

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

                                     28
<PAGE>

       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 in accordance
       with  the provisions of Financial Accounting Standards Board ("FASB")
       Interpretation No. 48, Accounting for Uncertainty in Income  Taxes  -
       an  Interpretation  of FASB Statement No. 109.  Deferred  income  tax
       assets and liabilities are measured using enacted tax rates that  are
       expected  to  apply  to  taxable  income  in  the  years  when  those
       temporary differences are expected to be recovered or settled.   When
       it  is  more  likely  that all or some portion of  specific  deferred
       income  tax  assets will not be realized, a valuation allowance  must
       be  established for the amount of deferred income tax assets that are
       determined not to be realizable.  A valuation allowance for  deferred
       income  tax  assets  has  not  been  deemed  necessary  due  to   our
       profitable   operations.   Accordingly,   if   facts   or   financial
       circumstances  change  and  consequently  impact  the  likelihood  of
       realizing  the  deferred income tax assets, we would  need  to  apply
       management's judgment to determine the amount of valuation  allowance
       required in any given period.
     * Allowance   for  doubtful  accounts.   The  allowance  for   doubtful
       accounts  is our estimate of the amount of probable credit losses  in
       our  existing accounts receivable.  We review the financial condition
       of  customers  for granting credit and monitor changes in  customers'
       financial   conditions  on  an  ongoing  basis.   We  determine   the
       allowance  based on our historical write-off experience and  national
       economic  conditions.   During 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

                                     29
<PAGE>

       businesses  or  may be unable to pay amounts owed  to  us.   We  have
       formal  policies in place to continually monitor credit  extended  to
       customers  and  to  manage  our  credit  risk.   We  maintain  credit
       insurance  for some customer accounts.  We evaluate the  adequacy  of
       our  allowance  for  doubtful  accounts  quarterly  and  believe  our
       allowance  for  doubtful accounts is adequate  based  on  information
       currently available.

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

Accounting Standards:

     In  May  2009,  the FASB issued SFAS No. 165, Subsequent  Events  ("No.
165").   This statement establishes general standards of accounting for  and
disclosure  of  events that occur after the balance sheet  date  but  before
financial statements are issued or are available to be issued.  SFAS No. 165
sets  forth  (i)  the  period  after the balance  sheet  date  during  which
management  should  evaluate  events or  transactions  that  may  occur  for
potential  recognition or disclosure in the financial statements;  (ii)  the
circumstances under which an entity should recognize events or  transactions
occurring  after  the  balance sheet date in its financial  statements;  and
(iii)   the  disclosures  that  an  entity  should  make  about  events   or
transactions that occurred after the balance sheet date.  The provisions  of
SFAS No. 165 became effective for interim or annual financial periods ending
after  June  15,  2009.  Upon adoption, SFAS No. 165 had no  effect  on  our
financial position, results of operations and cash flows.

     In  June  2009,  the  FASB  issued 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
("Codification")  as  the  source of authoritative U.S.  generally  accepted
accounting  principles  ("GAAP") recognized by the FASB  to  be  applied  by
nongovernmental  entities.   On the effective date  of  SFAS  No.  168,  the
Codification  will  supersede  all  then-existing  non-SEC  accounting   and
reporting  standards.  The Codification did not change GAAP but  reorganizes
the  literature.  The provisions of SFAS No. 168 are effective for financial
statements issued for interim and annual periods ending after September  15,
2009.   As of June 30, 2009, management believes that SFAS No. 168 will  not
have  any  effect  on our current accounting practices or on  our  financial
position, results of operations and cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Commodity Price Risk

     The  price  and availability of diesel fuel are subject to fluctuations
attributed  to  changes  in  the level of global  oil  production,  refining
capacity,  seasonality, weather and other market factors.  Historically,  we
have  recovered  a  majority,  but not all, of  fuel  price  increases  from
customers  in  the  form of fuel surcharges.  We implemented  customer  fuel
surcharge  programs with most of our customers to offset much of the  higher
fuel  cost  per  gallon.  However, we do not recover all of  the  fuel  cost
increase through these surcharge programs.  We cannot predict the extent  to
which  fuel prices will increase or decrease in the future or the extent  to
which  fuel surcharges could be collected.  As of June 30, 2009, we  had  no
derivative  financial  instruments to reduce  our  exposure  to  fuel  price
fluctuations.

                                     30
<PAGE>

Foreign Currency Exchange Rate Risk

     We  conduct  business in several foreign countries,  including  Mexico,
Canada  and China.  To date, most foreign revenues are denominated  in  U.S.
Dollars,  and  we receive payment for foreign freight services primarily  in
U.S. Dollars to reduce direct foreign currency risk.  Assets and liabilities
maintained  by  subsidiary companies in the local currency  are  subject  to
foreign  exchange  gains or losses.  Foreign currency transaction  gain  and
losses  primarily relate to changes in the value of revenue equipment  owned
by  a  subsidiary in Mexico, whose functional currency is the Peso.  Foreign
currency  transaction gains were $2.2 million for second  quarter  2009  and
$1.5 million for second quarter 2008.

Interest Rate Risk

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

Item 4.  Controls and Procedures.

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

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

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

                                     31
<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 June 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 second quarter of
2009 by either the Company or any "affiliated purchaser," as defined by Rule
10b-18 of the Exchange Act.

Item 4.  Submission of Matters to a Vote of Security Holders.

     The  Annual Meeting of Stockholders of the Company was held on May  12,
2009  for the purpose of electing three directors to each serve for a three-
year term and ratifying the appointment of our independent registered public
accounting  firm.   Proxies  for  the meeting  were  solicited  pursuant  to
Regulation 14A of the Exchange Act.  There was no solicitation in opposition
to  management's director nominees, and all such nominees were elected.   Of
the 71,576,367 shares entitled to vote, stockholders representing 67,413,912
shares (94.2%) were present in person or by proxy.

     The stockholders elected three Class III directors to each serve for  a
three-year  term  expiring at the 2012 Annual Meeting  of  Stockholders  and
until  their  respective successors are elected and qualified.   The  voting
tabulation for the elected directors was as follows:

<TABLE>
<CAPTION>

                                                   Abstained/     Broker
                           For         Against      Withheld     Non-Votes
                        ----------   -----------   ----------   -----------
<S>                     <C>               <C>       <C>              <C>
Clarence L. Werner      65,430,484        0         1,983,428        0
Patrick J. Jung         67,112,811        0          301,101         0
Duane K. Sather         67,080,411        0          333,501         0

</TABLE>

     Gary  L.  Werner,  Gregory L. Werner, Gerald H. Timmerman,  Michael  L.
Steinbach,  and Kenneth M. Bird continued serving their terms of  office  as
directors after the meeting.

     The   stockholders  ratified  the  appointment  of  KPMG  LLP  as   the
independent  registered public accounting firm for the year ending  December
31, 2009.  The voting tabulation was as follows:

<TABLE>
<CAPTION>

                                                     Abstained/     Broker
                             For         Against      Withheld     Non-Votes
                          ----------   -----------   ----------   -----------
<S>                       <C>            <C>            <C>            <C>
Appointment of KPMG LLP   67,192,190     213,936        7,786          0

</TABLE>

                                     32
<PAGE>

Item 6.  Exhibits.

<TABLE>
<CAPTION>

 Exhibit No.   Exhibit                                            Incorporated by Reference to:
 -----------   -------                                            -----------------------------
    <S>        <C>                                                <C>
    3(i)       Restated Articles of Incorporation of Werner       Exhibit 3(i) to the 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

    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:     August 3, 2009        By:  /s/ John J. Steele
       --------------------          -------------------------------------
                                     John J. Steele
                                     Executive Vice President, Treasurer
                                     and
                                     Chief Financial Officer



Date:     August 3, 2009        By:  /s/ James L. Johnson
       --------------------          -------------------------------------
                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary

                                     34