EXHIBIT 4.3


                    WERNER ENTERPRISES, INC.

                      AMENDED AND RESTATED
                        STOCK OPTION PLAN

     1.    Purpose.  The purpose of the Werner Enterprises,  Inc.
(the "Company") Stock Option Plan (the "Plan") is to advance  the
interests  of the Company and its shareholders by attracting  and
retaining  those  individuals whose skill and initiative  enhance
the  Company's continued success, growth and profitability.  This
Plan is a nonqualified stock option plan, with stock appreciation
rights.   This  Plan  authorizes the grant of nonqualified  stock
options  and  stock appreciation rights in order to help  attract
and  retain  key employees, by providing them with  participatory
rights  in the future success and growth of the Company,  without
necessarily  requiring a financial outlay by these  employees  to
ensure their participation in the Plan benefits.

     2.    Definitions.   The  following  words  shall  have  the
following meaning:

          (a)   "Company" shall mean Werner Enterprises, Inc.,  a
     Nebraska corporation.

          (b)   "Board  of  Directors" shall mean  the  Board  of
     Directors of the Company.

          (c)  "Committee" shall mean the Option Committee, which
     is  appointed by the Board of Directors, and which shall  be
     composed of three or more members of the Board of Directors,
     and  none  of  whom,  for  one year  prior  to  his  or  her
     appointment  to the committee, has been granted  or  awarded
     any  equity security, including any derivative security such
     as  an  Option or Stock Appreciation Right, of  the  Company
     pursuant to this Plan or any other plan of the Company.

          (d)   "Common Stock" shall mean the common stock of the
     Company, par value $.01 per share.

          (e)   "Option"  shall mean a right to  purchase  Common
     Stock, granted pursuant to the Plan.

          (f)   "Option Price" shall mean the purchase price  for
     Common  Stock  under an Option, as determined in  Section  6
     below.

          (g)   "Plan"  shall mean this Werner Enterprises,  Inc.
     Stock Option Plan.

          (h)   "Participant"  shall  mean  an  employee  of  the
     Company  (or any of its subsidiaries) to whom an  Option  is
     granted under the Plan.

          (i)   "Stock Appreciation Right" shall mean a right  to
     receive cash or stock, granted pursuant to Section 8 below.

<PAGE>

     3.    Stock  To  Be Optioned.  Subject to the provisions  of
Section  13 of the Plan, the maximum number of shares  of  Common
Stock  that  may be optioned or sold under the Plan is 11,666,667
shares.  Such shares may be treasury, or authorized but unissued,
shares of Common Stock of the Company.

     4.    Administration.  The Plan shall be administered by the
Committee.   Two  members  of the Committee  shall  constitute  a
quorum for the transaction of business.  The Committee is granted
the  authority to determine the recipients of the Options and the
Stock  Appreciation Rights, the number of shares subject to  such
Options and the corresponding Stock Appreciation Rights, the date
on  which these Options and Stock Appreciation Rights are  to  be
granted  and  are  exercisable, whether or not such  Options  and
Stock Appreciation Rights may be exercisable in installments, and
any  other  terms  of  the Options and Stock Appreciation  Rights
consistent with the terms of this Plan.  Options for no more than
1,250,000  shares in the aggregate may be granted to one  person,
and  Options  may  be  granted  at any  time  during  the  Plan's
duration.   The interpretation and construction of any  provision
of  the  Plan  by the Committee shall be final, unless  otherwise
determined  by  a majority of the entire Board of Directors.   No
member of the Board of Directors or the Committee shall be liable
for any action or determination made by him in good faith.

     5.    Eligibility.  The Committee may grant options  to  any
management  employee (including an employee  who  is  a  director
and/or  an officer of the Company and its subsidiaries).  Options
may  be  awarded by the Committee at any time and may include  or
exclude  new  or  previous Participants as  the  Committee  shall
determine.   Options granted at different times need not  contain
similar provisions.

     6.   Option Price.  The purchase price of Common Stock under
each Option shall be 100 percent of the fair market value of  the
Common  Stock on the date the Option is granted, but in no  event
less than the par value of the Common Stock.  If the Common Stock
is  traded in a public trading market, the fair market value will
be  the last reported sales price on the date preceding the  date
of  determination.  If there is no active public  trading  market
for  the  Common Stock, the fair market value shall be determined
in good faith by the Committee.  In addition, the Plan allows, at
the  discretion of the Committee, the surrender of an Option  and
its  subsequent regrant. The regranting of the Option  may  allow
for  lower-priced shares (as then valued) to be granted or for  a
lesser  number of shares than originally intended to  be  issued.
However,  as with the originally issued option shares, the  price
to  the Participant may not be less than the fair market value of
the  regranted  optioned shares, as determined  at  the  time  of
regrant.

     7.    Terms  and  Conditions  of Options.   Options  granted
pursuant  to  this Plan shall comply with and be subject  to  the
following terms and conditions:

          (a)   Time  and  Method of Payment.  The  Option  Price
     shall  be  paid  in full in cash at the time  an  Option  is
     exercised  under  the Plan.  Exercise of an  Option  without
     concurrent payment in full in cash shall be invalid  and  of
     no  effect.  Upon the exercise of an Option and the  payment
     of  the full Option Price, the Participant shall be entitled
     to  the  issuance  of  a  stock certificate  evidencing  his
     ownership  of  such Common Stock and, as of that  date,  the

                                 2
<PAGE>

     Participant shall have all the rights of a shareholder.   No
     adjustment  will be made for dividends or other  rights  for
     which  the  record date is prior to the date the Participant
     is entitled to the issuance of a stock certificate.

          (b)   Number  of  Shares. Each Option shall  state  the
     total number of shares of Common Stock to which it pertains.
     The  number  of  shares to which a Participant  is  entitled
     under  an  Option  shall be reduced by the number  of  Stock
     Appreciation  Rights (described in Section 8 below)  related
     to  the  Option that have been previously exercised  by  the
     Participant.

          (c)   Option  Period  and Limitations  on  Exercise  of
     Options.   The Committee may in its discretion provide  that
     an  Option  may become exercisable only after the expiration
     of  a  period  of  time specified in the  Option  agreement.
     Except  as  provided in the Option agreement, Options  shall
     not  be exercisable until the expiration of six months  from
     the  date  the  Option is granted, and  any  Option  may  be
     exercised  in whole or in part.  No Option may be  exercised
     after the expiration of ten years and one day from the  date
     it  is  granted.   Unless  otherwise  noted  in  the  Option
     agreement, no Option may be exercised for a fractional share
     of Common Stock.

     8.   Terms and Conditions of Stock Appreciation Rights.  The
Committee may grant Stock Appreciation Rights at the same time as
Participants  are  awarded Options under the  Plan.   Such  Stock
Appreciation Rights shall be evidenced by agreements which  shall
comply  with,  and  be  subject  to,  the  following  terms   and
conditions:

          (a)  Grant.  Each Stock Appreciation Right shall relate
     to  a specific Option under the Plan and shall be awarded to
     a  Participant concurrently with the grant of  such  Option.
     The  number  of  Stock  Appreciation  Rights  granted  to  a
     Participant  may be equal to the number of shares  that  the
     Participant  is entitled to receive pursuant to the  related
     Option.  The number of Stock Appreciation Rights held  by  a
     Participant shall be the number of Stock Appreciation Rights
     granted reduced by:

               (1)   the  number  of  Stock  Appreciation  Rights
          exercised  for  Common Stock or cash  pursuant  to  the
          Stock Appreciation Rights agreement;

               (2)    the  number  of  shares  of  Common   Stock
          purchased  by such Participant pursuant to the  related
          Option.

         (b)   Manner of Exercise.  A Participant shall  exercise
     Stock  Appreciation Rights by giving written notice of  such
     exercise  to  the Company.  The date on which  such  written
     notice is received by the Company shall be the exercise date
     for the Stock Appreciation Rights.

         (c)   Appreciation  Available.  Each Stock  Appreciation
     Right shall entitle a Participant to the excess of the  fair
     market value of a share of Common Stock on the exercise date
     over the Option Price of the related Option.

                                 3
<PAGE>

         (d)   Payment of Appreciation.  In the discretion of the
     Committee, the appreciation available to a Participant  from
     an  exercise of Stock Appreciation Rights may be paid to the
     Participant  either in cash or Common  Stock.   If  paid  in
     cash, the amount thereof shall be the amount of appreciation
     available  (see  (c) above).  If paid in Common  Stock,  the
     number  of  shares  that  shall be issued  pursuant  to  the
     exercise of Stock Appreciation Rights shall be determined by
     dividing the amount of appreciation by the fair market value
     of a share of Common Stock on the exercise date of the Stock
     Appreciation  Rights; provided, however, that no  fractional
     shares   shall  be  issued  upon  the  exercise   of   Stock
     Appreciation Rights.

         (e)   Limitations  Upon Exercise of  Stock  Appreciation
     Rights.   If  a  Participant exercises a Stock  Appreciation
     Right  for  cash, the Option to which the Stock Appreciation
     Right  relates shall expire.  Stock Appreciation Rights  may
     be  exercised only at such times and by such persons as  may
     exercise  Options under the Plan.  Adjustment to the  number
     of  shares  in the Plan and the price per share pursuant  to
     Section   13  below  shall  also  be  made  to   any   Stock
     Appreciation Rights held by each Participant.

     9.   Termination of Employment.  A Participant's Options and
Stock  Appreciation Rights will immediately terminate and his  or
her  right to exercise Options and Stock Appreciation Rights will
immediately  terminate upon the involuntary  termination  by  the
Company  of  the Participant's employment with the Company  or  a
subsidiary  of  the Company.  If a Participant's employment  with
the  Company  or  a  subsidiary of  the  Company  is  voluntarily
terminated  by the Participant, the Participant may exercise  his
or  her  Options or Stock Appreciation Rights that are  otherwise
exercisable pursuant to this Plan on the date of such termination
for  up to and including one hundred and eighty (180) days  after
such  termination of his or her employment, but in no event shall
any  Option or Stock Appreciation Right be exercisable more  than
ten  years  and  one  day  from the date  it  was  granted.   The
Committee has the right to cancel an Option or Stock Appreciation
Right  during such 180 day period if the Participant  engages  in
employment  or  activities  contrary,  in  the  opinion  of   the
Committee,  to the best interests of the Company.  The  Committee
shall  also  determine  in  each case whether  a  termination  of
employment (including a termination due to disability)  shall  be
considered voluntary or involuntary.  In addition, the  Committee
shall  determine, subject to applicable law, whether a  leave  of
absence or similar circumstance shall constitute a termination of
employment  and  the  date  upon which  a  termination  resulting
therefrom  became  effective.   Any  such  determination  of  the
Committee shall be final and conclusive, unless overruled by  the
entire Board of Directors at its next regular or special meeting.
A  Participant's right to exercise Options or Stock  Appreciation
Rights after his or her death are governed by Section 10 of  this
Plan.

     10.   Rights in Event of Death.  If a Participant dies while
employed  by the Company, or within one hundred and eighty  (180)
days  after having retired or voluntarily terminated his  or  her
employment, and at the time of death had unexercised  Options  or
Stock  Appreciation  Rights, the executors or administrators,  or
legatees or heirs, of his estate shall have the right to exercise
such Options and Stock Appreciation Rights within one year of the
Participant's death to the extent that such deceased  Participant
was  entitled  to  exercise the Options  and  Stock  Appreciation

                                 4
<PAGE>

Rights  on the date of his death; provided, however, that  in  no
event   shall  the  Options  or  Stock  Appreciation  Rights   be
exercisable  more than ten years and one day from the  date  they
were granted.  As a condition to any such exercise, the Committee
may  require  any such executor, administrator, legatee  or  heir
seeking to exercise such Options or Stock Appreciation Rights  to
provide  evidence  satisfactory to the  Committee,  in  its  sole
discretion, of his or her authority to exercise such  Options  or
Stock Appreciation Rights on behalf of the Participant's estate.

     11.   No Obligation To Exercise Option or Stock Appreciation
Rights.   The granting of an Option or Stock Appreciation  Rights
shall impose no obligation upon the Participant to exercise  such
Option or Stock Appreciation Rights.

     12.    Nonassignability.   Options  and  Stock  Appreciation
Rights  shall not be transferable other than by will  or  by  the
laws  of  descent  and  distribution and during  a  Participant's
lifetime shall be exercisable only by such Participant.

     13.   Effect  of Change in Stock Subject to the  Plan.   The
aggregate number of shares of Common Stock available for  Options
under  the  Plan,  the aggregate number of options  that  may  be
granted to any one person, the shares subject to any Option,  the
price  per  share,  and the number of related Stock  Appreciation
Rights shall all be proportionately adjusted for any increase  or
decrease  in  the  number  of  issued  shares  of  Common   Stock
subsequent to the effective date of the Plan resulting from (1) a
subdivision  or  consolidation of shares  or  any  other  capital
adjustment,  (2)  the payment of a stock dividend  or  (3)  other
increase  or decrease in such shares effected without receipt  of
consideration  by  the  Company.  If the  Company  shall  be  the
surviving corporation in any merger or consolidation, any  Option
or  Stock Appreciation Rights shall pertain, apply and relate  to
the  securities  to  which a holder of the number  of  shares  of
Common Stock subject to the Option would have been entitled after
the merger or consolidation.  Upon dissolution or liquidation  of
the  Company,  or  upon a merger or consolidation  in  which  the
Company is not the surviving corporation, all outstanding Options
and  Stock  Appreciation Rights under the Plan  shall  terminate;
provided,  however, that each Participant shall have  the  right,
immediately  prior  to such dissolution or liquidation,  or  such
merger  or  consolidation, to exercise  such  Options  and  Stock
Appreciation  Rights in whole or in part, but only those  Options
and  Stock  Appreciation Rights exercisable on the  date  of  the
dissolution, liquidation, merger or consolidation.

     14.   Amendment. The Board of Directors, by resolution,  may
terminate, amend or revise the Plan with respect to any shares as
to  which  Options have not been granted.  Neither the  Board  of
Directors  nor  the  Committee may, without the  consent  of  the
holder  of  an  Option,  alter or impair  any  Options  or  Stock
Appreciation  Rights  previously granted pursuant  to  the  Plan,
except as authorized herein.

     15.   Agreement  and  Representation  of  Employees.   As  a
condition  to the exercise of a portion of any Options  or  Stock
Appreciation   Rights,  the  Company  may  require   the   person
exercising such Options or Stock Appreciation Rights to represent
and  warrant  at  the time of such exercise that  any  shares  of
Common  Stock  acquired by exercise are being acquired  only  for
investment  and  without  any  present  intention  to   sell   or
distribute  such  shares, if, in the opinion of counsel  for  the

                                 5
<PAGE>

Company,  such a representation is required under the  Securities
Act  of  1933 or any other applicable law, regulation or rule  of
any governmental agency.

     16.   Reservation  of Shares of Common Stock.  The  Company,
during  the term of the Plan, will at all times reserve and  keep
available  the  number of shares of Common Stock  that  shall  be
sufficient  to  satisfy  the  requirements  of  this  Plan.   The
inability  of  the  Company to obtain from  any  regulatory  body
having  jurisdiction  the  authority deemed  necessary  by  legal
counsel for the Company for the lawful issuance and sale  of  its
Common Stock hereunder shall relieve the Company of any liability
in  respect  of the failure to issue or sell Common Stock  as  to
which the requisite authority has not been obtained.

     17.  Effective Date of Plan. The Plan shall be effective  as
of June 9, 1987.

     18.   Termination Date of Plan.  This Plan may be terminated
by the Board of Directors, in its sole discretion, and no Options
or  Stock Appreciation Rights shall be granted pursuant  to  this
Plan after such termination.  Termination of this Plan shall  not
affect  any  Options or Stock Appreciation Rights granted  during
the term of this Plan.


                                 6