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

                                 FORM 10-Q

[Mark one]
 [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
                                    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)
                              (402) 895-6640
           (Registrant's telephone number, including area code)
                     _________________________________

     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)

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

     As  of  April  30, 2010, 72,340,121 shares of the registrant's  common
stock, par value $.01 per share, were outstanding.

<PAGE>

                         WERNER ENTERPRISES, INC.

                                  INDEX
                                                                       PAGE
                                                                       ----

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:                                             3

        Consolidated  Statements of Income for the Three Months  Ended    4
        March 31, 2010 and 2009

        Consolidated Condensed Balance Sheets as of March 31, 2010 and    5
        December 31, 2009

        Consolidated  Statements of Cash Flows for  the  Three  Months    6
        Ended March 31, 2010 and 2009

        Notes  to Consolidated Financial Statements (Unaudited) as  of    7
        March 31, 2010

Item 2. Management's  Discussion and Analysis of  Financial  Condition   11
        and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk       26

Item 4. Controls and Procedures                                          27

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      28

Item 6. Exhibits                                                         29

                                     2
<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 Part I of our Annual Report  on  Form
10-K  for the year ended December 31, 2009 (the "2009 Form 10-K").  Readers
should  not unduly rely on the forward-looking statements included in  this
Form  10-Q  because such statements speak only to the date they were  made.
Unless  otherwise required by applicable securities laws, we  undertake  no
obligation  or  duty  to  update or revise any  forward-looking  statements
contained  herein  to  reflect subsequent events or  circumstances  or  the
occurrence of unanticipated events.

Item 1.  Financial Statements.

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

     Operating  results for the three-month period ended March 31, 2010 are
not necessarily indicative of the results that may be expected for the year
ending  December  31, 2010.  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 2009 Form 10-K.

                                     3
<PAGE>

                         WERNER ENTERPRISES, INC.
                     CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                     Three Months Ended
(In thousands, except per share amounts)                 March 31,
---------------------------------------------------------------------------
                                                     2010          2009
---------------------------------------------------------------------------
                                                        (Unaudited)

<S>                                              <C>             <C>
Operating revenues                               $ 425,075       $ 394,508
                                                ---------------------------

Operating expenses:
  Salaries, wages and benefits                     128,334         134,186
  Fuel                                              73,881          51,610
  Supplies and maintenance                          37,676          37,897
  Taxes and licenses                                23,457          24,395
  Insurance and claims                              16,838          21,665
  Depreciation                                      38,285          40,094
  Rent and purchased transportation                 84,685          68,593
  Communications and utilities                       3,749           4,402
  Other                                                (94)            410
                                                ---------------------------
    Total operating expenses                       406,811         383,252
                                                ---------------------------

Operating income                                    18,264          11,256
                                                ---------------------------

Other expense (income):
  Interest expense                                       9              76
  Interest income                                     (337)           (489)
  Other                                                (11)           (272)
                                                ---------------------------
    Total other expense (income)                      (339)           (685)
                                                ---------------------------

Income before income taxes                          18,603          11,941

Income taxes                                         7,767           5,045
                                                ---------------------------
Net income                                       $  10,836       $   6,896
                                                ===========================

Earnings per share:
     Basic                                       $    0.15       $    0.10
                                                ===========================
     Diluted                                     $    0.15       $    0.10
                                                ===========================

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

Weighted-average common shares outstanding:

     Basic                                          72,001          71,576
                                                ===========================
     Diluted                                        72,545          71,944
                                                ===========================

</TABLE>

        See Notes to Consolidated Financial Statements (Unaudited).

                                     4
<PAGE>

                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

(In thousands, except share amounts)               March 31,     December 31,
-----------------------------------------------------------------------------
                                                     2010            2009
-----------------------------------------------------------------------------
                                                  (Unaudited)

<S>                                               <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                       $   73,059      $   18,430
  Accounts receivable, trade, less allowance of
    $9,330 and $9,167, respectively                  184,102         180,740
  Other receivables                                   22,668          10,366
  Inventories and supplies                            12,832          12,725
  Prepaid taxes, licenses and permits                 11,319          14,628
  Current deferred income taxes                       24,869          24,808
  Other current assets                                22,906          22,807
                                                 ----------------------------
    Total current assets                             351,755         284,504
                                                 ----------------------------
Property and equipment                             1,542,422       1,580,711
Less - accumulated depreciation                      707,946         708,809
                                                 ----------------------------
    Property and equipment, net                      834,476         871,902
                                                 ----------------------------
Other non-current assets                              16,585          16,603
                                                 ----------------------------
                                                  $1,202,816      $1,173,009
                                                 ============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                $   51,813      $   47,056
  Insurance and claims accruals                       66,502          65,667
  Accrued payroll                                     24,602          17,567
  Income taxes payable                                11,912               -
  Other current liabilities                           18,192          16,451
                                                 ----------------------------
    Total current liabilities                        173,021         146,741
                                                 ----------------------------
Other long-term liabilities                            9,053           8,760

Insurance and claims accruals, net of current
  portion                                            114,500         113,500

Deferred income taxes                                190,137         199,358

Stockholders' equity:
  Common stock, $0.01 par value, 200,000,000
    shares authorized; 80,533,536 shares issued;
    72,073,121 and 71,896,512 shares outstanding,
    respectively                                         805             805
  Paid-in capital                                     92,222          92,389
  Retained earnings                                  786,123         778,890
  Accumulated other comprehensive loss                (4,378)         (5,556)
  Treasury stock, at cost; 8,460,415 and
    8,637,024 shares, respectively                  (158,667)       (161,878)
                                                 ----------------------------
    Total stockholders' equity                       716,105         704,650
                                                 ----------------------------
                                                  $1,202,816      $1,173,009
                                                 ============================

</TABLE>

        See Notes to Consolidated Financial Statements (Unaudited).

                                     5
<PAGE>

                         WERNER ENTERPRISES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                     Three Months Ended
(In thousands)                                           March 31,
--------------------------------------------------------------------------
                                                     2010           2009
--------------------------------------------------------------------------
                                                        (Unaudited)
<S>                                               <C>            <C>
Cash flows from operating activities:
  Net income                                      $ 10,836       $  6,896
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation                                    38,285         40,094
    Deferred income taxes                           (9,465)        (3,958)
    Gain on disposal of property and equipment      (1,111)          (730)
    Stock-based compensation                           484            327
    Other long-term assets                            (394)          (151)
    Insurance claims accruals, net of current
      portion                                        1,000         (2,000)
    Other long-term liabilities                        230              4
    Changes in certain working capital items:
      Accounts receivable, net                      (3,362)        29,289
      Other current assets                           1,525          9,883
      Accounts payable                               5,173         (2,994)
      Other current liabilities                     21,761            (55)
                                                 -------------------------
   Net cash provided by operating activities        64,962         76,605
                                                 -------------------------

Cash flows from investing activities:
  Additions to property and equipment              (16,656)       (68,151)
  Retirements of property and equipment              5,782         24,559
  Decrease in notes receivable                       1,226          1,136
                                                 -------------------------
   Net cash used in investing activities            (9,648)       (42,456)
                                                 -------------------------

Cash flows from financing activities:
  Repayments of short-term debt                    (10,000)       (30,000)
  Proceeds from issuance of short-term debt         10,000              -
  Dividends on common stock                         (3,595)        (3,579)
  Stock options exercised                            1,948              1
  Excess tax benefits from exercise of stock
    options                                            612              -
                                                 -------------------------
   Net cash used in financing activities            (1,035)       (33,578)
                                                 -------------------------

Effect of foreign exchange rate fluctuations on
  cash                                                 350           (312)
Net increase in cash and cash equivalents           54,629            259
Cash and cash equivalents, beginning of period      18,430         48,624
                                                 -------------------------
Cash and cash equivalents, end of period          $ 73,059       $ 48,883
                                                 =========================

Supplemental disclosures of cash flow
  information:
Cash paid during the period for:
  Interest                                        $      9       $    131
  Income taxes                                    $  1,140       $  1,924
Supplemental schedule of non-cash investing
  activities:
  Notes receivable issued upon sale of revenue
    equipment                                     $    814       $    539

</TABLE>

        See Notes to Consolidated Financial Statements (Unaudited).

                                     6
<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
$1,178,000  for the three-month period ended March 31, 2010,  and  loss  of
$1,587,000 for the three-month period ended March 31, 2009.

(2)  Credit Facilities

     As  of  March  31, 2010, we have committed credit facilities with  two
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  March  31,  2010, we had no borrowings outstanding under  these  credit
facilities  with banks.  In January 2010, we borrowed $10.0 million,  which
we  fully  repaid in February 2010.  The $225.0 million of credit available
under  these  facilities is reduced by $40.8 million in letters  of  credit
under  which we are obligated.  Each of the debt agreements includes, among
other  things,  two financial covenants requiring us (i) not  to  exceed  a
maximum ratio of total debt to total capitalization and (ii) not to  exceed
a  maximum  ratio of total funded debt to earnings before interest,  income
taxes,  depreciation and amortization (as such terms are  defined  in  each
credit  facility).   At  March 31, 2010, we were in compliance  with  these
covenants.

(3)  Income Taxes

     For  the  three-month  period ended March  31,  2010,  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
ended  March  31,  2010.  Our total gross liability  for  unrecognized  tax
benefits at March 31, 2010 is $7.3 million.  If recognized, $4.4 million of
unrecognized tax benefits would impact our effective tax rate.  Interest of
$3.2 million has been reflected as a component of the total liability.   We
do  not  expect any other significant increases or decreases for  uncertain
tax positions during the next twelve months.

     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 2009 are open for examination by the Internal Revenue Service,  and
various   years  are  open  for  examination  by  state  and  foreign   tax
authorities.   State  and  foreign jurisdictional statutes  of  limitations
generally range from three to four years.

(4)  Commitments and Contingencies

     As  of  March  31, 2010, we have committed to property  and  equipment
purchases of approximately $70.5 million.

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

                                     7
<PAGE>

(5)  Earnings Per Share

     Basic  earnings per  share is computed by dividing net income  by  the
weighted  average  number of common shares outstanding during  the  period.
Diluted  earnings  per  share is computed by dividing  net  income  by  the
weighted  average number of common shares outstanding plus  the  effect  of
dilutive  potential common shares outstanding during the period  using  the
treasury   stock   method.   Dilutive  potential  common   shares   include
outstanding  stock options and stock awards.  There are no  differences  in
the  numerators of our computations of basic and diluted earnings per share
for  any  period presented.  The computation of basic and diluted  earnings
per share is shown below (in thousands, except per share amounts).

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                        March 31,
                                                  ----------------------
                                                      2010      2009
                                                  ----------------------
<S>                                                <C>        <C>
Net income                                         $  10,836  $   6,896
                                                  ======================

Weighted average common shares
  outstanding                                         72,001     71,576
Dilutive effect of stock-based
  awards                                                 544        368
                                                  ----------------------
Shares used in computing diluted
  earnings per share                                  72,545     71,944
                                                  ======================
Basic earnings per share                           $    0.15  $    0.10
                                                  ======================
Diluted earnings per share                         $    0.15  $    0.10
                                                  ======================

</TABLE>

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

<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                          March 31,
                                              -------------------------------
                                                    2010           2009
                                              -------------------------------
<S>                                                       <C> <C>
Number of options                                         -         1,215,819

Range of option purchase prices                           -   $16.68 - $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 the 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 under the Equity Plan to  date.   The
maximum  number  of  shares of common stock that may be awarded  under  the
Equity  Plan is 20,000,000 shares.  The maximum aggregate number of  shares
that  may  be awarded to any one person under the Equity Plan is 2,562,500.
As  of  March 31, 2010, there were 8,310,257 shares available for  granting
additional awards.

     We  apply  the  fair  value  method  of   accounting  for  stock-based
compensation  awards  granted under our Equity Plan.  Stock-based  employee
compensation expense was $0.5 million for the three months ended March  31,
2010  and  $0.3 million for the three months ended March 31, 2009.   Stock-
based  employee  compensation expense is included in  salaries,  wages  and

                                     8
<PAGE>

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 months ended
March  31, 2010 and $0.1 million for the three months ended March 31, 2009.
As  of March 31, 2010, the total unrecognized compensation cost related  to
nonvested  stock-based compensation awards was approximately  $6.0  million
and  is  expected to be recognized over a weighted average  period  of  2.2
years.

     We  do not have a formal policy for issuing shares upon an 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 our  regular  repurchase
program  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 2010.

     Stock Options

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

     The  following table  summarizes stock option activity for  the  three
months ended March 31, 2010:

<TABLE>
<CAPTION>


                                                                     Weighted
                                                                     Average
                                                      Weighted      Remaining
                                       Number of       Average     Contractual      Aggregate
                                        Options       Exercise        Term       Intrinsic Value
                                    (in thousands)    Price ($)      (Years)      (in thousands)
                                   --------------------------------------------------------------
<S>                                           <C>         <C>              <C>            <C>
Outstanding at beginning of period            2,069       $14.95
   Options granted                                -       $    -
   Options exercised                           (177)      $11.03
   Options forfeited                              -       $    -
   Options expired                               (2)      $20.36
                                   ----------------
Outstanding at end of period                  1,890       $15.31           4.48           $14,864
                                   ================
Exercisable at end of period                  1,299       $14.20           3.24           $11,655
                                   ================

</TABLE>

     We  did  not  grant any  stock options during the three-month  periods
ended  March 31, 2010 and 2009.  The fair value of stock option  grants  is
estimated using a Black-Scholes valuation model.  The total intrinsic value
of  stock options exercised was $1.7 million and $1 thousand for the three-
month periods ended March 31, 2010 and March 31, 2009, respectively.

     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  granted  in
2008  vest  60  months from the grant date of the award.  Restricted  stock
awards  granted in 2009 vest in installments from 36 to 84 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.

                                     9
<PAGE>

     The following table summarizes restricted stock activity for the three
months ended March 31, 2010:

<TABLE>
<CAPTION>

                                           Number of      Weighted
                                          Restricted      Average
                                          Shares (in     Grant Date
                                          thousands)   Fair Value ($)
                                          ----------   --------------
        <S>                                   <C>       <C>
        Nonvested at beginning of period      272       $  18.72
           Shares granted                       -       $      -
           Shares vested                        -       $      -
           Shares forfeited                     -       $      -
                                          ----------
        Nonvested at end of period            272       $  18.72
                                          ==========

</TABLE>

     We did not grant any shares of restricted stock during the three-month
periods  ended  March 31, 2010 and 2009.  We estimate  the  fair  value  of
restricted  stock  awards  based upon the market price  of  the  underlying
common  stock  on  the  date of grant, reduced  by  the  present  value  of
estimated  future dividends because the awards are not entitled to  receive
dividends prior to vesting.  Our estimate of future dividends is  based  on
the  most recent quarterly dividend rate at the time of grant, adjusted for
any known future changes in the dividend rate.

(7)  Segment Information

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

     The  Truckload  segment  consists of six  operating  fleets  that  are
aggregated because they have similar economic characteristics and meet  the
other aggregation criteria described in the accounting guidance for segment
reporting.   The  six operating fleets that comprise our Truckload  segment
are  as  follows:  (i) the dedicated services ("Dedicated") fleet  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  four  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  requiring
specialized  trailers.   Revenues   for  the   Truckload  segment   include
non-trucking revenues of $1.8 million and $1.2 million for the  three-month
periods  ended  March  31, 2010  and  March  31, 2009.  These  non-trucking
revenues consist primarily of the portion of shipments delivered to or from
Mexico where we utilize a third-party capacity provider.

     The  VAS segment  generates the  majority of our non-trucking revenues
through  four  operating units that provide non-trucking  services  to  our
customers.   These  four  VAS operating units are  as  follows:  (i)  truck
brokerage  ("Brokerage")  uses  contracted carriers  to  complete  customer
shipments;  (ii) freight management ("Freight Management")  offers  a  full
range  of single-source logistics management services and solutions;  (iii)
the  intermodal  ("Intermodal")  unit offers  rail  transportation  through
alliances  with  rail  and  drayage providers as an  alternative  to  truck
transportation;   and   (iv)   Werner   Global   Logistics    international
("International")  provides complete management of  global  shipments  from
origin  to  destination using a combination of air, ocean, truck  and  rail
transportation modes.

     We   generate  other   revenues  related   to  third-party   equipment
maintenance,  equipment  leasing and other business  activities.   None  of
these operations meets the quantitative reporting thresholds.  As a result,
these  operations are grouped in "Other" in the tables below.   "Corporate"

                                     10
<PAGE>

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
                                                      March 31,
                                               -----------------------
                                                   2010       2009
                                               -----------------------
<S>                                             <C>        <C>
Truckload Transportation Services               $  360,543 $  343,857
Value Added Services                                61,400     47,473
Other                                                2,312      2,516
Corporate                                              820        662
                                               -----------------------
Total                                           $  425,075 $  394,508
                                               =======================

</TABLE>

<TABLE>
<CAPTION>

                                                  Operating Income
                                                  ----------------
                                                 Three Months Ended
                                                      March 31,
                                               -----------------------
                                                   2010       2009
                                               -----------------------
<S>                                             <C>        <C>
Truckload Transportation Services               $   14,548 $    8,861
Value Added Services                                 3,084      1,733
Other                                                  116        283
Corporate                                              516        379
                                               -----------------------
Total                                           $   18,264 $   11,256
                                               =======================

</TABLE>

(8)  Subsequent Events

     We performed an evaluation of Werner Enterprises, Inc. (the "Company")
activity  and have concluded that as of the date these financial statements
were  issued, there are no material subsequent events requiring  additional
disclosure or recognition in these financial statements.


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

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

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

                                     11
<PAGE>

       * Critical Accounting Policies
       * Accounting Standards

     The MD&A should be read in conjunction with our 2009 Form 10-K.

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  generally  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 and effectively  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  affected by our customers' financial  failures  or  loss  of
customer business.

     Operating  revenues reported in our operating statistics  table  under
"Results  of Operations" are categorized as (i) trucking revenues,  net  of
fuel  surcharge, (ii) trucking fuel surcharge revenues, (iii)  non-trucking
revenues,  including  VAS,  and  (iv) other operating  revenues.   Trucking
revenues,  net of fuel surcharge, and trucking fuel surcharge revenues  are
generated  by the six operating fleets in the Truckload segment (Dedicated,
Regional,  Van,  Expedited,  Temperature-Controlled  and  Flatbed).    Non-
trucking  revenues,  including VAS, are generated  primarily  by  the  four
operating   units  in  our  VAS  segment  (Brokerage,  Freight  Management,
Intermodal  and  International), and a small amount  is  generated  by  the
Truckload  segment.   Other  operating revenues are  generated  from  other
business activities such as third-party equipment maintenance and equipment
leasing.   In first quarter 2010, trucking revenues (net of fuel surcharge)
and  trucking fuel surcharge revenues accounted for 84% of total  operating
revenues, and non-trucking and other operating revenues accounted  for  16%
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)
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,
independent  contractors, tractors, trailers and equipment operating  costs
(such  as  fuel and related fuel taxes, driver pay, insurance and  supplies
and maintenance).  To mitigate our risk to fuel price increases, we recover
from  our  customers  additional fuel surcharges that  generally  recoup  a
majority  of  the  increased fuel costs; however,  we  cannot  assure  that
current  recovery  levels will continue in future periods.   Our  financial
results  are  also  affected by company driver and  independent  contractor

                                     12
<PAGE>

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   independent
contractors  (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 first  quarter
2010  to first quarter 2009, several industry-wide issues could cause costs
to  increase  in  future  periods.  These issues include  increasing  state
unemployment tax rates, changing fuel prices, higher new truck and  trailer
purchase  prices, compliance with new or proposed regulations  and  a  weak
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 the 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 purchased 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's   financial
performance  by reviewing the gross margin percentage (revenues  less  rent
and  purchased  transportation  expenses  expressed  as  a  percentage   of
revenues) and the operating income percentage.

                                     13
<PAGE>

Results of Operations:

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

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                       March 31,           %
                                                 ---------------------
                                                    2010       2009      Change
                                                 -------------------------------
<S>                                               <C>        <C>         <C>
Trucking revenues, net of fuel surcharge (1)      $303,668   $307,976     -1.4%
Trucking fuel surcharge revenues (1)                55,059     34,653     58.9%
Non-trucking revenues, including VAS (1)            63,188     48,669     29.8%
Other operating revenues (1)                         3,160      3,210     -1.6%
                                                 ---------  ---------
    Total operating revenues (1)                  $425,075   $394,508      7.7%
                                                 =========  =========

Operating ratio (consolidated) (2)                    95.7%      97.1%
Average monthly miles per tractor                    9,769      9,550      2.3%
Average revenues per total mile (3)                 $1.437     $1.438     -0.1%
Average revenues per loaded mile (3)                $1.629     $1.662     -2.0%
Average percentage of empty miles (4)                11.80%     13.50%   -12.6%
Average trip length in miles (loaded)                  456        469     -2.8%
Total miles (loaded and empty) (1)                 211,315    214,170     -1.3%
Average tractors in service                          7,211      7,475     -3.5%
Average revenues per tractor per week (3)           $3,239     $3,169      2.2%
Total tractors (at quarter end)
    Company                                          6,575      6,675
    Independent contractor                             675        700
                                                 ---------  ---------
         Total tractors                              7,250      7,375

Total trailers (Truckload and Intermodal, at
    quarter end)                                    23,730     24,885


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

</TABLE>

     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 $1.8 million for the three-month
period  ended March  31, 2010 and $1.2  million for  the three-month period
ended March 31, 2009, as described on page 10.

<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                         ---------------------------------------
                                                                 2010                2009
                                                         ------------------- -------------------
Truckload Transportation Services (amounts in thousands)      $         %         $         %
-------------------------------------------------------- ------------------- -------------------
<S>                                                       <C>         <C>     <C>         <C>
Revenues                                                  $ 360,543   100.0   $ 343,857   100.0
Operating expenses                                          345,995    96.0     334,996    97.4
                                                         ----------          ----------
Operating income                                          $  14,548     4.0   $   8,861     2.6
                                                         ==========          ==========

</TABLE>

                                     14
<PAGE>

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

<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                         ---------------------------------------
                                                                 2010                 2009
                                                         ------------------- -------------------
Truckload Transportation Services (amounts in thousands)      $         %         $         %
-------------------------------------------------------- ------------------- -------------------
<S>                                                       <C>         <C>     <C>         <C>
Revenues                                                  $ 360,543           $ 343,857
Less: trucking fuel surcharge revenues                       55,059              34,653
                                                         ----------          ----------
Revenues, net of fuel surcharges                            305,484   100.0     309,204   100.0
                                                         ----------          ----------
Operating expenses                                          345,995             334,996
Less: trucking fuel surcharge revenues                       55,059              34,653
                                                         ----------          ----------
Operating expenses, net of fuel surcharges                  290,936    95.2     300,343    97.1
                                                         ----------          ----------
Operating income                                          $  14,548     4.8   $   8,861     2.9
                                                         ==========          ==========

</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
                                                                         March 31,
                                                         ---------------------------------------
                                                                 2010                 2009
                                                         ------------------- -------------------
Value Added Services (amounts in thousands)                   $         %         $         %
-------------------------------------------              ------------------- -------------------
<S>                                                       <C>         <C>      <C>        <C>
Revenues                                                  $  61,400   100.0    $ 47,473   100.0
Rent and purchased transportation expense                    51,949    84.6      39,438    83.1
                                                         ----------           ---------
Gross margin                                                  9,451    15.4       8,035    16.9
Other operating expenses                                      6,367    10.4       6,302    13.3
                                                         ----------           ---------
Operating income                                          $   3,084     5.0    $  1,733     3.6
                                                         ==========           =========

</TABLE>

Three Months Ended March 31, 2010 Compared to Three Months Ended March  31,
---------------------------------------------------------------------------
2009
----

Operating Revenues

     Operating revenues increased 7.7% for the three months ended March 31,
2010,  compared  to the same period of the prior year.  Trucking  revenues,
excluding fuel surcharges, decreased 1.4% due primarily to a 3.5%  decrease
in  the  average number of tractors in service partially offset by  a  2.3%
increase in average monthly miles per tractor.  With respect to pricing and
rates,  revenue  per total mile, excluding fuel surcharges, decreased  only
0.1%.

     Truckload  freight  market conditions, as measured by  the  pre-booked
percentage  of  loads  to  trucks ("pre-books") in  our  one-way  truckload
fleets,  improved  in  first quarter 2010 compared to first  quarter  2009.
These daily pre-books were significantly better than those in first quarter

                                     15
<PAGE>

2009,  which  was  one of the weakest freight quarters in the  last  twenty
years.   Our daily number of accepted loads in first quarter 2010 was  also
better than first quarter 2009, 2008, and 2007 and trended similar to first
quarter  2006.   In  April 2010, pre-books in our one-way truckload  fleets
continued  to  improve  over the prior year and were slightly  better  than
those in March 2010.

     In  first quarter 2009, we reduced the size of our Van fleet to  adapt
to  the  challenging freight market conditions.  This resulted in us having
fewer  average  tractors  in service in first quarter  2010.   Despite  the
severe  winter storms that occurred in January and February 2010 and having
fewer  trainer  teams,  both of which negatively  impacted  our  miles  per
tractor, having more loads and 3.5% fewer tractors in service resulted in a
2.3% increase in average monthly miles per tractor.  We intend to keep  our
fleet  size  constant  at approximately 7,300 trucks  for  the  foreseeable
future.

     Average  revenues per loaded mile, excluding fuel surcharge, decreased
2.0%  from  $1.662 in first quarter 2009 to $1.629 in first  quarter  2010.
Average revenues per total mile, excluding fuel surcharges, decreased  only
0.1%, as our average percentage of empty miles improved from 13.5% in first
quarter  2009  to  11.8%  in first quarter 2010.  We  attribute  the  lower
revenue  per mile to the weak freight market conditions in 2009 and related
increased  customer bid activity in the first half of  2009.   Pricing  for
contractual  business, which comprises a large percentage  of  our  revenue
base,  remains  competitive but is beginning to improve.  Pricing  for  our
spot  market  business  in  one-way  truckload,  which  makes  up  a  small
percentage of our revenue base, improved significantly during first quarter
2010 and continued to improve in April 2010.  We are in the early stages of
upgrading our freight mix and are becoming more selective with our  freight
choices.   We  believe that more of the recent improvement in  the  freight
market  can  be attributed to the decreasing supply of available  carriers,
rather  than  rising freight demand, although gradually  improving  freight
demand is also helping.

     Fuel  surcharge revenues represent collections from customers for  the
higher  cost of fuel.  These revenues increased 58.9% to $55.1  million  in
first  quarter  2010 from $34.7 million in first quarter  2009  because  of
higher average fuel prices in first quarter 2010.  To lessen the effect  of
fluctuating fuel prices on our margins, we collect fuel surcharge  revenues
from our customers.  Our fuel surcharge programs are designed to (i) recoup
higher  fuel  costs from customers when fuel prices rise and  (ii)  provide
customers  with  the benefit of lower fuel costs when fuel prices  decline.
These  programs enable us to recover a majority, but not all, of  the  fuel
price  increases.   The  remaining portion  is  generally  not  recoverable
because  it results from empty miles (which are not billable to customers),
out-of-route  miles, and truck idle time.  Fuel prices that change  rapidly
in  short time periods also impact our recovery because the surcharge  rate
in  most  programs  only changes once per week.  In a rapidly  rising  fuel
price  market, there is generally a several week delay between the  payment
of  higher fuel prices and surcharge recovery.  In a rapidly declining fuel
price  market,  the  opposite generally occurs, and there  is  a  temporary
higher surcharge recovery compared to the price paid for fuel.

     We continue to diversify our business model.  Our goal is to attain  a
more  balanced  portfolio  comprised of one-way truckload  (which  includes
Regional, Van and Expedited), dedicated (which includes Dedicated,  Flatbed
and  Temperature-Controlled) and logistics (which includes the VAS segment)
services.

                                     16
<PAGE>

     VAS  revenues  are generated by its four operating units  and  exclude
revenues for VAS shipments transferred to the Truckload segment, which  are
recorded  as  trucking  revenues by the Truckload  segment.   VAS  revenues
increased  29.3% to $61.4 million in first quarter 2010 from $47.5  million
in  first  quarter  2009  because  of an  increased  number  of  shipments,
primarily  in  the  Brokerage and International units.   VAS  gross  margin
dollars  increased 17.6% to $9.5 million in first quarter  2010  from  $8.0
million for the same period in 2009.  VAS operating income increased  78.0%
to  $3.1  million in first quarter 2010 from $1.7 million in first  quarter
2009.   The  following table shows the changes in VAS shipment  volume  and
average revenue (excluding logistics fee revenue) per shipment for all  VAS
shipments:

<TABLE>
<CAPTION>

                                  Three Months Ended
                                       March 31,
                                 --------------------  ------------  ----------
                                    2010       2009     Difference    % Change
                                 ---------  ---------  ------------  ----------
<S>                                <C>        <C>            <C>           <C>
Total VAS shipments                 66,825     54,515        12,310        23%
Less: Non-committed shipments to
  Truckload segment                (26,311)   (19,637)       (6,674)       34%
                                 ---------  ---------  ------------
Net VAS shipments                   40,514     34,878         5,636        16%
                                 =========  =========  ============

Average revenue per shipment        $1,309     $1,279           $30         2%
                                 =========  =========  ============

</TABLE>

     In  first quarter  2010, Brokerage revenues increased 28.1% due to  an
increased number of shipments, while gross margin dollars grew at  a  lower
percentage  rate  due to the higher cost of third party  carrier  capacity.
Brokerage   operating   income  increased  48.2%   because   of   increased
productivity in the brokerage network.  Intermodal revenues increased,  the
gross  margin  percentage  did not change and operating  results  improved.
International  revenues and operating income increased significantly  while
the  gross  margin  percentage decreased slightly.  International's  higher
revenues  and  operating income are due to an increase  in  the  number  of
international shipments related to a specific international project.

Operating Expenses

     Our operating  ratio (operating expenses expressed as a percentage  of
operating  revenues) was 95.7% for the three months ended March  31,  2010,
compared to 97.1% for the three months ended March 31, 2009.  Expense items
that  impacted  the overall operating ratio are described on the  following
pages.   The  tables  on  pages 14 and 15 show  the  operating  ratios  and
operating margins for our two reportable segments, Truckload and VAS.

                                     17
<PAGE>

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

<TABLE>
<CAPTION>

                                                 Three Months Ended   Increase
                                                     March 31,       (Decrease)
                                                --------------------
                                                   2010      2009     per Mile
                                                -------------------------------
<S>                                               <C>       <C>       <C>
Salaries, wages and benefits                      $0.578    $0.599    $(0.021)
Fuel                                               0.349     0.240      0.109
Supplies and maintenance                           0.167     0.169     (0.002)
Taxes and licenses                                 0.111     0.114     (0.003)
Insurance and claims                               0.079     0.100     (0.021)
Depreciation                                       0.179     0.185     (0.006)
Rent and purchased transportation                  0.156     0.135      0.021
Communications and utilities                       0.017     0.020     (0.003)
Other                                              0.001     0.002     (0.001)

</TABLE>

     Independent  contractor  costs  are included  in  rent  and  purchased
transportation expense.  Independent contractors supply their  own  tractor
and  driver  and  are  responsible for their operating expenses  (including
driver  pay,  fuel, supplies and maintenance and fuel taxes).   Independent
contractor  miles  as  a percentage of total miles  were  11.9%  for  first
quarter  2010 compared to 11.6% for first quarter 2009.  This  increase  in
independent  contractor miles as a percentage of total miles shifted  costs
from  other  expense  categories to the rent and  purchased  transportation
category.   Due  to  this  increase, we estimate that  rent  and  purchased
transportation   expense  for  the  Truckload   segment   was   higher   by
approximately  0.3 cents per total mile, and other expense  categories  had
offsetting decreases on a total-mile basis as follows: (i) salaries,  wages
and  benefits,  0.1 cent; (ii) fuel, 0.1 cent; and (iii) depreciation,  0.1
cent.

     Beginning  in the latter months of 2008, we took steps to  manage  and
reduce  a  variety of controllable costs and adapt to a smaller fleet.   We
continued  by  implementing numerous cost-saving programs throughout  2009,
which  resulted in lower costs (excluding fuel expenses) in  first  quarter
2010  when  compared on a year-over-year basis.  Examples  of  these  cost-
saving  measures  included improving our ratio of  tractors  to  non-driver
employees,  reducing  driver advertising and lodging  costs,  restructuring
discretionary driver pay programs, reducing truck sales location costs  and
decreasing  the  company-matching contribution percentage  for  our  401(k)
plan.

     Salaries,  wages and benefits in the Truckload segment  decreased  2.1
cents  per  mile  on a total-mile basis in first quarter 2010  compared  to
first quarter 2009.  Student driver pay was lower because we decreased  the
average  number  of active trainer teams by 36%.  Driver salaries  declined
following  changes to discretionary driver pay programs.  We  improved  our
average  tractor-to-non-driver ratio for the trucking operation by  8%  for
first  quarter 2010 compared to first quarter 2009, which resulted in lower
non-driver  salaries per mile.  The lower cost per mile of salaries,  wages
and  benefits  expense was also brought about by (i) the 2.3%  increase  in
average  miles per tractor (which has the effect of decreasing fixed  costs
when  evaluated on a per-mile basis) on the non-driver, student and  fringe
benefits  components of this expense category and (ii) the shift from  this
expense  category to rent and purchased transportation expense  because  of
the  increase  in  independent contractor miles as a  percentage  of  total
miles.   Our  unemployment tax expense was approximately $1.4  million,  or
176%,  higher  in  first quarter 2010 than in first  quarter  2009  because
various  states  in  which we operate significantly raised  their  required
unemployment  tax contribution rates in 2010.  These higher  taxes  reduced
our  earnings by one cent per share in first quarter 2010 compared to first
quarter  2009. Over half of the expected annual unemployment taxes increase
occurred  in first quarter 2010, and we currently anticipate the  remaining

                                     18
<PAGE>

additional expense increase of approximately $1.1 million spread  over  the
last three quarters of 2010. Non-driver salaries, wages and benefits in the
non-trucking VAS segment increased 1.2%.  VAS handled 23% more shipments in
first  quarter 2010, including those transferred to the Truckload  segment,
with only a 1.2% increase in personnel costs.

     We renewed our workers' compensation insurance coverage for the policy
year  beginning  April 1, 2010.  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 2010 are slightly lower than the  previous
policy year, due primarily to a lower premium rate per payroll dollar.

     The qualified and student driver recruiting and retention markets were
generally  good  in first quarter 2010, but slightly more challenging  than
the  market in first quarter 2009.  Generally going into the spring season,
the  driver market becomes more difficult due to seasonal construction jobs
that  become  available with improved weather conditions.  The weakness  in
the construction and automotive industries, other trucking company failures
and  fleet reductions, and the higher national unemployment rate have aided
our  driver  recruiting and retention efforts.  These factors  resulted  in
limited  employment options for drivers and consequently improved qualified
and  student drivers availability in the workforce.  As economic conditions
improve,  however, competition for qualified drivers will likely  increase,
and  we  are unable to predict the timing of when we will experience future
driver  shortages.  If such a shortage were to occur and  driver  pay  rate
increases  became necessary to attract and retain drivers, our  results  of
operations  would be negatively impacted to the extent that  we  could  not
obtain corresponding freight rate increases.

     In  March  2010, the United States Congress passed health care  reform
legislation known as the Patient Protection and Affordable Care Act and the
Health  Care  and  Education Reconciliation Act.  The  legislation  largely
maintains employer-based health care systems, maintains Employee Retirement
Income  Security Act ("ERISA") protections, and maintains state  regulation
under the federal framework of rules for insured businesses.  A portion  of
the  key  provisions of the legislation become effective beginning in  2011
(such  as  expanded  dependent  coverage, no  pre-existing  conditions  for
children, etc.), and other provisions become effective beginning  in  2014.
We have been working with our primary health care provider, Blue Cross Blue
Shield  of  Nebraska,  to  understand, prepare for,  and  comply  with  the
legislated changes.  Many detailed aspects of the legislation are yet to be
determined.  At this time, it is difficult to estimate the cost  impact  to
us of the recent legislation; however, we expect that our health care costs
will increase in 2011 as a result of this legislation.

     Fuel increased 10.9 cents per total mile for the Truckload segment due
to  higher  average diesel fuel prices, partially offset by fuel efficiency
improvements, as further discussed below.  Average diesel fuel prices  were
72  cents  per  gallon higher in first quarter 2010 than in  first  quarter
2009.  We experienced lower fuel prices in the first half of 2009 following
the  rapid  fuel price decline that occurred in fourth quarter 2008,  which
resulted in a temporary favorable impact on net fuel costs and earnings  in
first quarter 2009.  When fuel prices rise rapidly, a negative earnings lag
occurs  because  the cost of fuel rises immediately and the market  indexes
used  to determine fuel surcharges increase at a slower pace.  In a  period
of  declining  fuel  prices, we generally experience a temporary  favorable
earnings effect because fuel costs decline at a faster pace than the market
indexes used to determine fuel surcharges.

     During  first  quarter 2010, we continued to improve  fuel  miles  per
gallon  ("mpg")  through  several initiatives to improve  fuel  efficiency,
despite challenging winter weather conditions for part of the quarter  that
resulted   in  lower  mpg  because  of  increased  engine  idling.    These
initiatives  have  been ongoing since March 2008 and include  (i)  reducing
truck  engine idle time, (ii) lowering non-billable miles, (iii) increasing
the  percentage of aerodynamic, more fuel-efficient trucks in  the  company
truck  fleet and (iv) installing auxiliary power units ("APUs") in  company
trucks.   As of March 31, 2010, we had installed APUs in approximately  63%

                                     19
<PAGE>

of  the  company-owned  truck fleet.  As a result  of  these  fuel  savings
initiatives,  we improved our company truck average mpg by  2.6%  in  first
quarter 2010 compared to first quarter 2009.  This mpg improvement resulted
in  the  purchase  of  0.9 million fewer gallons of diesel  fuel  in  first
quarter  2010  than in first quarter 2009.  This equates to a reduction  of
approximately  10,000  tons  of carbon dioxide  emissions.   We  intend  to
continue  these and other environmentally conscious initiatives,  including
our  active  participation as a U.S. Environmental Protection  Agency  (the
"EPA") SmartWay Transport Partner.  The SmartWay Transport Partnership is a
national  voluntary  program  developed by the  EPA  and  freight  industry
representatives  to reduce greenhouse gases and air pollution  and  promote
cleaner, more efficient ground freight transportation.

     For  April 2010, the average diesel fuel price per gallon was 87 cents
higher than the average diesel fuel price per gallon in the same period  of
2009 and 71 cents higher than in second quarter 2009.

     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 March  31,  2010,  we  had  no
derivative  financial  instruments to reduce our  exposure  to  fuel  price
fluctuations.   One  of  our  large  fuel vendors  declared  bankruptcy  in
December  2008  and is continuing to operate its fuel stop locations  post-
bankruptcy,  pending its proposed sale to another large  fuel  vendor  from
which  we  also purchase fuel.  If this vendor were to reduce or  eliminate
truck  stop  locations  in the future, we currently  believe  we  have  the
ability to obtain fuel from other vendors at a competitive price.

     Supplies and maintenance for the Truckload segment decreased 0.2 cents
per  total  mile  in  first quarter 2010 compared to  first  quarter  2009.
Through  our cost-savings programs, we realized decreases in driver lodging
and  travel costs and, to a lesser extent, driver advertising and  referral
fees.   These  savings  were partially offset by higher  maintenance  costs
resulting  from an increase in the average age of our company  truck  fleet
from  2.5  years at March 31, 2009 to 2.7 years at March 31,  2010  and  an
increase  in  the average age of our trailers.  The increased  average  age
results  in  higher maintenance costs, including maintenance  that  is  not
covered  by  warranty.   The colder weather conditions  and  severe  winter
storms  that  occurred  in January and February 2010  also  contributed  to
higher maintenance costs.

     Taxes  and licenses for the Truckload segment decreased 0.3 cents on a
total-mile basis in first quarter 2010 compared to first quarter  2009  due
to a decrease in fuel taxes per mile resulting from the 2.6% improvement in
the  company truck mpg.  An improved mpg results in fewer gallons of diesel
fuel purchased and consequently lower fuel taxes.  The effect of the higher
average miles per tractor on the fixed cost components (primarily equipment
licensing fees) of this operating expense category also contributed to  the
per-mile expense improvement.

     Insurance and claims for the Truckload segment decreased by 2.1  cents
per  total mile in first quarter 2010 compared to first quarter  2009.   We
experienced both a lower frequency and severity of claims and improved loss
development  on  older liability claims in first quarter 2010  compared  to
first quarter 2009.  The larger portion of our insurance and claims expense
results  from  our claim experience and claim development under  our  self-
insurance program; the smaller portion results from insurance premiums  for
high dollar claim coverage.  We renewed our liability insurance policies on
August  1,  2009 and continue to be responsible for the first $2.0  million
per  claim  with an annual $8.0 million aggregate for claims  between  $2.0
million  and  $5.0 million.  The annual aggregate for claims in  excess  of
$5.0  million  and less than $10.0 million increased from $4.0  million  to
$5.0  million.   We  maintain liability insurance coverage  with  insurance
carriers  substantially  in excess of the $10.0  million  per  claim.   Our
liability insurance premiums 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.

                                     20
<PAGE>

     Depreciation expense for the Truckload segment decreased 0.6 cents per
total  mile  in  first quarter 2010 compared to first quarter  2009.   This
decrease was due to higher average miles per tractor (which has the  effect
of  decreasing this fixed cost when evaluated on a per-mile  basis)  and  a
lower ratio of trailers to tractors, offset partially by an increase in the
number  of  APUs installed on company trucks.  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 had 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.  A final set of more rigorous  EPA-
mandated   emissions  standards  became  effective  for  all  new   engines
manufactured after January 1, 2010.  It is expected that trucks with  2010-
standard engines will have a higher purchase price (approximately $5,000 to
$10,000 more per truck) than trucks manufactured to meet the 2007 standards
but  may be more fuel efficient.  In late 2009, we received a small  number
of engines that meet the 2010 standards and began testing them in 2010.  We
continue testing 2010-standard engines and are evaluating available options
that  enable us to adapt to the 2010 standards.  We currently do not expect
to purchase many new trucks with 2010-standard engines in 2010.  Because of
the  ongoing cost increases for new trucks and the weak used truck  market,
we  are extending the replacement cycle for company-owned tractors.   As  a
result, we expect the average age of our company tractor fleet may increase
beyond current levels.

     As of March 31, 2010, 55% of the engines in our fleet of company-owned
trucks  were  manufactured  by  Caterpillar.   In  June  2008,  Caterpillar
announced  it  would not produce on-highway engines for use in  the  United
States  that would comply with new 2010 EPA engine emissions standards  but
Caterpillar  would  continue  to sell on-highway  engines  internationally.
Approximately  one  million  trucks  in  the  U.S.  domestic  market   have
Caterpillar  heavy-duty engines, and Caterpillar has stated it  will  fully
support these engines going forward.

     Rent  and purchased transportation expense consists mainly of payments
to third-party capacity providers in the VAS segment and other non-trucking
operations  and  payments  to  independent  contractors  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 increased to 84.6% in first quarter 2010 compared to
83.1%  in first quarter 2009 due to the higher cost of third-party  carrier
capacity.

     Rent  and purchased transportation for the Truckload segment increased
2.1  cents  per total mile in first quarter 2010 due primarily to increased
fuel   prices   that  resulted  in  higher  reimbursements  to  independent
contractors  for  fuel,  and a shift to rent and  purchased  transportation
expense  from salaries, wages and benefits expense because of the  increase
in  independent contractor truck miles as a percentage of total miles.  Our
customer  fuel  surcharge  programs  do  not  differentiate  between  miles
generated  by company-owned and independent contractor trucks.  Challenging
operating  conditions  continue to make independent contractor  recruitment
and   retention  difficult.   Such  conditions  include  inflationary  cost
increases  that  are the responsibility of independent  contractors  and  a
shortage  of financing available to independent contractors for  equipment.
We  have  historically been able to add company-owned tractors and  recruit
additional  company  drivers  to  offset any  decrease  in  the  number  of
independent  contractors.   If  a shortage of independent  contractors  and
company  drivers  occurs,  increases in  per  mile  settlement  rates  (for
independent  contractors) and driver pay rates (for  company  drivers)  may
become  necessary  to  attract  and  retain  these  drivers.   This   could

                                     21
<PAGE>

negatively affect our results of operations to the extent that we would not
be able to obtain corresponding freight rate increases.

     Other  operating expenses for the Truckload segment decreased 0.1 cent
per total mile in first quarter 2010 compared to first quarter 2009.  Gains
on  sales  of  assets (primarily trucks and trailers) are  reflected  as  a
reduction of other operating expenses and are reported net of sales-related
expenses (which include costs to prepare the equipment for sale).  Gains on
sales  of assets increased to $1.1 million in first quarter 2010 from  $0.7
million  in  first quarter 2009.  In first quarter 2010, we realized  lower
average  gains per truck and trailer sold.  We sold fewer trucks  and  sold
more  trailers  in  first quarter 2010 than in first quarter  2009.   Buyer
demand  for  used  trucks  remains low,  but  we  believe  the  market  has
stabilized.   We  believe our wholly-owned subsidiary and  used  truck  and
trailer  retail  network, Fleet Truck Sales, is one of the larger  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  used  trucks  to  original  equipment
manufacturers when purchasing new trucks.

Other Expense (Income)

     We  recorded  interest income of $0.3 million in  first  quarter  2010
compared to $0.5 million in first quarter 2009.  Our average cash and  cash
equivalents balances were lower in first quarter 2010 than in first quarter
2009, and the average interest rate earned on these funds was also lower in
first quarter 2010 compared to first quarter 2009.

Income Taxes

     Our  effective income tax rate (income taxes expressed as a percentage
of  income  before income taxes) decreased to 41.8% for first quarter  2010
from  42.2%  for  first quarter 2009.  The lower income tax  rate  was  due
primarily  to higher projected income before income taxes on an  annualized
basis,  which caused non-deductible expenses, such as driver per  diem,  to
comprise a smaller percentage of our income before income taxes.

Liquidity and Capital Resources:

     During  the  three months  ended March 31, 2010, net cash provided  by
operating  activities decreased to $65.0 million, a 15.2%  decrease  ($11.6
million)  in  cash flows compared to the same three-month period  one  year
ago.   The  decrease in net cash provided by operating activities  resulted
primarily  from a $32.6 million decrease in cash flows related to  accounts
receivable due to shipment growth and higher fuel surcharges in March 2010,
compared  to  declining shipments and lower fuel surcharges in March  2009.
This  decrease  in  net  cash provided by operating activities  was  offset
partially  by (i) a $9.9 million increase in cash flows related to  current
income taxes payable and (ii) a $7.5 million increase in cash flows related
to  accrued payroll.  We were able to make net capital expenditures and pay
dividends  with the net cash provided by operating activities and  existing
cash balances, supplemented by net short-term borrowings under our existing
credit facilities.

     Net cash used in investing activities for the three-month period ended
March  31,  2010 decreased by 77.3%, from $42.5 million for the three-month
period  ended  March  31, 2009 to $9.6 million for the  three-month  period
ended March 31, 2010.  Net property additions (primarily revenue equipment)
were  $10.9  million  for  the three-month period  ended  March  31,  2010,
compared  to  $43.6 million during the same period of 2009.  This  decrease
occurred because we took delivery of substantially fewer new trucks in  the
2010 period than in the 2009 period.

     As  of  March  31, 2010, we were committed to property  and  equipment
purchases,  net  of trades, of approximately $70.5 million.   We  currently
expect our net capital expenditures (primarily revenue equipment) to be  in

                                     22
<PAGE>

the  range of $60.0 million to $100.0 million in 2010.  We intend  to  fund
these  net  capital expenditures through existing cash balances, cash  flow
from   operations  and  financing  available  under  our  existing   credit
facilities, as management deems necessary.

     Net  financing activities  used $1.0 million during the  three  months
ended  March  31,  2010 and $33.6 million during the same period  in  2009.
During  the three-month period ended March 31, 2010, we borrowed and repaid
$10.0  million of short-term debt, and during the same period  in  2009  we
repaid  short-term debt totaling $30.0 million.  We paid dividends of  $3.6
million in both the three-month periods ended March 31, 2010 and 2009,  and
we  did  not purchase any common stock during either period.  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  upon stock market conditions and other factors.  As of  March  31,
2010,  the  Company had purchased 1,041,200 shares pursuant to our  current
Board  of  Directors  repurchase authorization  and  had  6,958,800  shares
remaining available for repurchase.

     Management  believes  our  financial position at  March  31,  2010  is
strong.   As  of  March 31, 2010, we had $73.1 million  of  cash  and  cash
equivalents  and $716.1 million of stockholders' equity.  Cash is  invested
primarily in government portfolio money market funds.  We do not  hold  any
investments  in auction-rate securities.  As of March 31, 2010,  we  had  a
total  of  $225.0 million of credit pursuant to two credit  facilities,  of
which  we  had  no  outstanding borrowings.  The $225.0 million  of  credit
available under these facilities is reduced by the $40.8 million in letters
of  credit  under  which  we are obligated.  These letters  of  credit  are
primarily required as security for insurance policies.  Based on our strong
financial position, management does not foresee any significant barriers to
obtaining sufficient financing, if necessary.

Contractual Obligations and Commercial Commitments:

     The  following  tables  set  forth  our  contractual  obligations  and
commercial commitments as of March 31, 2010.

<TABLE>
<CAPTION>

                                   Payments Due by Period
                                        (in millions)
                                    Less than                           More than   Period
                            Total     1 year    1-3 years   3-5 years    5 years    Unknown
--------------------------------------------------------------------------------------------
<S>                         <C>      <C>         <C>         <C>          <C>        <C>
Contractual Obligations
Unrecognized tax benefits   $  7.3   $  0.7      $    -      $    -       $    -     $  6.6
Equipment purchase
  commitments                 70.5     70.5           -           -            -          -
                           -------  -------     -------     -------      -------    -------
Total contractual cash
  obligations               $ 77.8   $ 71.2      $    -      $    -       $    -     $  6.6
                           =======  =======     =======     =======      =======    =======

Other Commercial
Commitments
Unused lines of credit      $184.2   $    -      $184.2      $    -       $    -     $    -
Standby letters of credit     40.8     40.8           -           -            -          -
                           -------  -------     -------     -------      -------    -------
Total commercial
  commitments               $225.0   $ 40.8      $184.2      $    -       $    -     $    -
                           =======  =======     =======     =======      =======    =======

 Total obligations          $302.8   $112.0      $184.2      $    -       $    -     $  6.6
                           =======  =======     =======     =======      =======    =======

</TABLE>

                                     23
<PAGE>

     We  have  committed credit facilities with two 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  March  31,
2010,  we had no borrowings outstanding under these credit facilities  with
banks.   The  credit  available under these facilities is  reduced  by  the
amount  of  standby  letters of credit under which we are  obligated.   The
standby  letters  of credit are primarily required for insurance  policies.
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.  Management believes our financial position is strong, and we
therefore  expect that we could obtain additional financing, if  necessary.
Equipment  purchase commitments relate to committed equipment expenditures.
As  of  March  31,  2010,  we have recorded a $7.3  million  liability  for
unrecognized tax benefits.  We expect $0.7 million to be settled within the
next  twelve  months and are unable to reasonably determine when  the  $6.6
million categorized as "period unknown" will be settled.

Off-Balance Sheet Arrangements:

     As  of  March  31,  2010, 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:

     Item  1  of Part I our 2009 Form 10-K includes a discussion of pending
proposed  regulations  that may have an effect on our  operations  if  they
become  effective as proposed.  Except as described below, there have  been
no  material changes in the status of these proposed regulations previously
disclosed in the 2009 Form 10-K.

     In first quarter 2010, the Federal Motor Carrier Safety Administration
(the  "FMCSA") approved a new final rule regarding the trucking  industry's
use of Electronic On-Board Recorders ("EOBRs") for hours of service ("HOS")
regulatory compliance.  Such rule was published in the Federal Register  on
April  5,  2010, and the compliance date is June 4, 2012.  The  final  rule
includes  (i)  performance requirements for EOBRs used to monitor  drivers'
HOS  recording  devices, (ii) incentives for voluntary EOBR  use  by  motor
carriers   and  (iii)  remedial  directives  requiring  EOBR  installation,
maintenance and use by motor carriers with serious HOS noncompliance.   The
final rule applies to carriers who, during an FMCSA compliance review, were
found  to  have a demonstrated record of poor HOS compliance and  threshold
HOS regulatory violations or who choose to voluntarily use compliant EOBRs.
Such noncompliant carriers will be ordered to install and use EOBRs for HOS
recording  within sixty (60) days of receiving notice from the FMCSA.   Our
paperless  log  system satisfies the current automatic  on-board  recording
device regulations, and we are therefore permitted under the final rule  to
continue  using  our  system on our commercial motor vehicles  manufactured
prior  to  June 4, 2012.  We are comparing our current system to the  final
rule's  technical EOBR requirements to determine whether  changes  to  such
system will be necessary to comply with the regulations after June 4, 2012.
We  do  not believe the final rule will significantly affect our operations
and  profitability, and we will continue monitoring such rule's  impact  on
our operations.

     The  FMCSA  introduced  a new safety initiative, Comprehensive  Safety
Analysis  2010 ("CSA 2010"), which includes many significant  changes  from
the current safety measurement system it will replace.  Under CSA 2010, the
FMCSA  will  monitor the safety performance of both individual drivers  and
carriers  using seven categories of data, while the current system assesses
only carriers using four categories.  CSA 2010 is currently being tested in
several   states.   The  FMCSA  recently  announced  that  it  will   begin
implementing CSA 2010 on November 30, 2010 and full implementation will not
be  completed  until spring or summer of 2011.  The implementation  of  CSA

                                     24
<PAGE>

2010 may result in fewer eligible drivers and driver candidates, which  may
limit  our  ability to attract and retain qualified drivers.  It  may  also
have an adverse effect on our safety rating.

Critical Accounting Policies:

     The  preparation  of consolidated financial statements  in  conformity
with  accounting  principles generally accepted in  the  United  States  of
America  requires us to make estimates and assumptions that affect the  (i)
reported  amounts  of assets and liabilities and disclosure  of  contingent
assets and liabilities at the date of the consolidated financial statements
and  (ii)  reported amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.

     Information regarding our Critical Accounting Policies can be found in
our  2009  Form  10-K.  Together with the effects of the matters  described
there,  these  factors may significantly impact our results  of  operations
from  period  to  period.   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.
     * Impairment of long-lived assets.
     * Estimates  of  accrued  liabilities for  insurance  and  claims  for
       liability and physical damage losses and workers' compensation.
     * Policies for revenue recognition.
     * Accounting for income taxes.
     * Allowance for doubtful accounts.

     We  periodically evaluate these policies and estimates as  events  and
circumstances  change.   There  have been  no  material  changes  to  these
critical accounting policies and estimates from those discussed in our 2009
Form 10-K.

Accounting Standards:

     In  the descriptions under "New Accounting Pronouncements Adopted" and
"Accounting Standards Updates Not Yet Effective" that follow, references in
quotations  identify guidance and Accounting Standards Updates relating  to
the topics and subtopics (and their descriptive titles, as appropriate)  of
the   Accounting  Standards  CodificationTM  of  the  Financial  Accounting
Standards Board.

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

     In  February  2010, an update was made to "Subsequent Events"  because
the  topic's requirement to disclose the date that financial statements are
issued may conflict with SEC guidance.  This update removes the requirement
for  an  SEC filer to disclose a date in both issued and revised  financial
statements.   This  update became effective for us  upon  its  issuance  in
February  2010 and, upon adoption, had no effect on our financial position,
results of operations and cash flows.

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

     In October 2009, an update was made to "Revenue Recognition - Multiple
Deliverable Revenue Arrangements."  This update (i) removes the  objective-
and-reliable-evidence-of-fair-value criterion from the separation  criteria
used  to  determine whether an arrangement involving multiple  deliverables
contains  more  than  one unit of accounting, (ii) replaces  references  to

                                     25
<PAGE>

"fair  value"  with  "selling price" to distinguish  from  the  fair  value
measurements  required under the "Fair Value Measurements and  Disclosures"
guidance, (iii) provides a hierarchy that entities must use to estimate the
selling  price,  (iv)  eliminates  the  use  of  the  residual  method  for
allocation  and  (v)  expands  the ongoing disclosure  requirements.   This
update  is  effective for us beginning January 1, 2011 and can  be  applied
prospectively  or retrospectively.  Management is currently evaluating  the
effect  that adoption of this update will have, if any, on our consolidated
financial  position, results of operations and cash flows when  it  becomes
effective in 2011.

     Other Accounting Standards Updates not effective until after March 31,
2010  are  not  expected  to  have a material effect  on  our  consolidated
financial position, results of operations or cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Commodity Price Risk

     The  price and availability of diesel fuel are subject to fluctuations
attributed  to  changes  in  the level of global oil  production,  refining
capacity, seasonality, weather and other market factors.  Historically,  we
have  recovered  a  majority, but not all, of  fuel  price  increases  from
customers  in  the form of fuel surcharges.  We implemented  customer  fuel
surcharge programs with most of our customers to offset much of the  higher
fuel  cost  per  gallon.  However, we do not recover all of the  fuel  cost
increase through these surcharge programs.  We cannot predict the extent to
which fuel prices will increase or decrease in the future or the extent  to
which fuel surcharges could be collected.  As of March 31, 2010, we had  no
derivative  financial  instruments to reduce our  exposure  to  fuel  price
fluctuations.

Foreign Currency Exchange Rate Risk

     We  conduct  business in several foreign countries, including  Mexico,
Canada,   China  and  Australia.   To  date,  most  foreign  revenues   are
denominated  in  U.S. Dollars, and we receive payment for  foreign  freight
services primarily in U.S. Dollars to reduce direct foreign currency  risk.
Assets  and liabilities maintained by a foreign subsidiary company  in  the
local  currency are subject to foreign exchange income or losses.   Foreign
currency translation income 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 translation income  was
$1.2  million for first quarter 2010 and losses were $1.6 million for first
quarter  2009  and  were recorded in accumulated other  comprehensive  loss
within stockholders' equity in the Consolidated Balance Sheets.

Interest Rate Risk

     We  had no  debt outstanding at March 31, 2010.  Interest rates on our
unused  credit  facilities are based on the LIBOR.  Increases  in  interest
rates could impact our annual interest expense on future borrowings.  As of
March  31,  2010,  we do not have any derivative financial  instruments  to
reduce our exposure to interest rate increases.

                                     26
<PAGE>

Item 4.  Controls and Procedures.

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

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

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

                                     27
<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  authorization,  the  Company  is  permitted   to
repurchase  an  additional 8,000,000 shares.  As of  March  31,  2010,  the
Company  had purchased 1,041,200 shares pursuant to this authorization  and
had  6,958,800 shares remaining available for repurchase.  The Company  may
purchase  shares from time to time depending on market, economic and  other
factors.  The authorization will continue unless withdrawn by the Board  of
Directors.

     No shares of common stock were repurchased during the first quarter of
2010  by  either the Company or any "affiliated purchaser," as  defined  by
Rule 10b-18 of the Exchange Act.

                                     28
<PAGE>

Item 6.  Exhibits.


<TABLE>
<CAPTION>

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

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

   10.1       Named Executive Officer Compensation           Exhibit 10.4 to the Company's
                                                             Annual Report of Form 10-K for the
                                                             year ended December 31, 2009

    11        Statement Re: Computation of Per Share         See Note 5 (Earnings Per Share) in
              Earnings                                       the Notes to Consolidated Financial
                                                             Statements (Unaudited) under Item 1
                                                             of Part I of this Quarterly Report on
                                                             Form 10-Q for the quarterly period
                                                             ended March 31, 2010

   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>

                                     29
<PAGE>

                                SIGNATURES


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


                                WERNER ENTERPRISES, INC.



Date:      May 4, 2010          By:  /s/ John J. Steele
       -------------------           ---------------------------------------
                                     John J. Steele
                                     Executive Vice President, Treasurer and
                                     Chief Financial Officer



Date:      May 4, 2010          By:  /s/ James L. Johnson
       -------------------           ---------------------------------------
                                     James L. Johnson
                                     Senior Vice President, Controller and
                                     Corporate Secretary

                                     30