8-K

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                              ---------------


                                 FORM 8-K
                              CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

             Date of Report (Date of earliest event reported):
                              July 17, 2001

                              ---------------


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


     NEBRASKA                       0-14690                      47-0648386
(State or other jurisdiction of    (Commission File            (IRS Employer
incorporation or organization)         Number)           Identification No.)


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

 

ITEM 5.   OTHER EVENTS.

     On July 17, 2001, the registrant issued a news release announcing its
operating revenues and earnings for the second quarter ended June 30, 2001.
A copy of the news release is filed as an exhibit to this Form 8-K.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS.

     Exhibit 99.1   News release issued by the registrant on July 17,
2001.



                                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 hereunto duly authorized.


                                        WERNER ENTERPRISES, INC.


Date:      July 20, 2001               By:  /s/ John J. Steele
	   -----------------  		     ---------------------------------
           		                     John J. Steele
                                             Vice President, Treasurer and
                                               Chief Financial Officer


Date:      July 20, 2001               By:  /s/ James L. Johnson
	   -----------------	 	     ---------------------------------
                                             James L. Johnson
                                             Vice President, Controller and
                                              Corporate Secretary

EX-99

Exhibit 99.1

                        WERNER ENTERPRISES, INC.
                           14507 Frontier Road
                             P. O. Box 45308
                         Omaha, Nebraska  68145


FOR IMMEDIATE RELEASE                Contact:  Robert E. Synowicki, Jr.
- ---------------------                      Executive Vice President and
                                              Chief Information Officer
                                                         (402) 894-3000

                                                         John J. Steele
                                          Vice President, Treasurer and
                                                Chief Financial Officer
                                                         (402) 894-3036


 WERNER ENTERPRISES ANNOUNCES SECOND QUARTER 2001 OPERATING REVENUES AND
                                EARNINGS

Omaha, Nebraska, July 17, 2001:
- ------------------------------

     Werner  Enterprises,  Inc. (Werner), one of  the  nation's  largest
truckload  transportation companies, today reported  operating  revenues
and  earnings  for  the second quarter ended June 30,  2001.   Operating
revenues  increased 5% to $322.8 million compared to $307.2  million  in
second  quarter 2000.  Net income decreased 6% to $12.1 million compared
to  $12.9  million in second quarter 2000.  Earnings per share decreased
slightly  to $.25 per share in second quarter 2001 compared to $.27  per
share in second quarter 2000.

     "I  am  strongly encouraged by our financial results during one  of
the most difficult times faced by the truckload industry in the 45 years
our  company  has  been in business," said Chairman and Chief  Executive
Officer,  Clarence  (C.L.)  Werner.  "Our aggressive  execution  of  our
business plan has helped Werner Enterprises produce solid results during
a  very  challenging period.  By slowing our fleet growth,  focusing  on
margin  improvement, and reducing debt, Werner Enterprises continues  to
be  uniquely positioned as one of the largest, most profitable, and most
financially-stable truckload carriers."

     Truckload  carriers  are  confronted  in  today's  market  with  an
unprecedented combination of negative industry trends.  Equity and  debt
financing  markets  have  tightened  significantly  for  most  truckload
carriers. Fuel prices remain at historically high levels, even after the
price  reductions of the past several weeks.  Trucking equipment vendors
and suppliers have experienced huge decreases in business volume and are
making  significant organizational changes.  The value  of  used  trucks
continues to decline, making it more difficult for many carriers to sell
or upgrade their fleet.  Liability insurance premiums are rising rapidly
due to a changing trucking insurance market.

      These  factors  and others have led to record levels  of  trucking
company failures.  If this trend continues, the truckload industry could
experience an even greater rate of failures in the future.



      Over  the  past year, we have made tough decisions  regarding  the
freight  we  haul and the customers we support with our truck  capacity.
We have many good and loyal customers who have supported us during these
difficult  times, and we appreciate their business.  Werner  Enterprises
is  focusing on business that allows us to earn an attractive margin  to
justify  the continued reinvestment in premium equipment.  In the  short
term,  we  plan  to hold our fleet growth until margins improve.   There
should  be  better opportunities for fleet growth in the future  if  the
economic  environment improves or if a significant amount  of  truckload
capacity leaves the marketplace.

     Freight  demand  during second quarter 2001 was  seasonally  better
than  first quarter 2001, but was softer than second quarter  2000.   We
experienced a small decrease in our miles per truck compared  to  second
quarter  2000 and maintained our empty mile percentage below  10%.   The
freight  market has shown some modest signs of improvement  as  we  move
toward the traditionally strong fall shipping season.

     Diesel  fuel  prices  spiked in May 2001  causing  prices  for  the
quarter  to be about one cent per mile higher than second quarter  2000.
However,  fuel  prices decreased to levels below those of  a  year  ago,
beginning the second half of June 2001.  These current price levels are,
however, substantially higher than historical fuel price levels.  Werner
Enterprises  is recovering most of the higher fuel costs from  customers
through fuel surcharge reimbursements.

     Due  to  record  levels of trucks manufactured over  the  past  two
years,  an  increased supply of used trucks caused in part  by  trucking
company business failures, and slower new fleet growth by many carriers,
the  market value of used trucks has declined.  Gains or losses on third
party equipment sales are included in the Company's income statement  in
the  other operating expenses line.  The Company had losses on equipment
sales  of $0.5 million in second quarter 2001 compared to gains of  $1.2
million in second quarter 2000.

     Werner Enterprises continued to execute our plan to improve margins
and  financial  stability during second quarter 2001.   We  reduced  our
controllable  costs and improved efficiency through an  aggressive  cost
management program.  We ended the quarter with a debt to equity ratio of
below 10%, with debt of $55 million compared to stockholders' equity  of
over $560 million.

     The  Company's second quarter 2001 operating revenues were  reduced
due to transferring logistics business representing 4% of total revenues
for  the  three  months  ended  June 30,  2000  to  Transplace.   Werner
Enterprises  is  one of six large transportation companies  that  merged
their logistics business into a commonly owned, Internet-based logistics
company,   Transplace.   Effective  July  1,  2000,  the  transfer   was
completed,  and  each  of  the six founding  members  contributed  their
logistics business, related intangible assets, and $5 million  of  cash.
Werner  Enterprises  is  recording its  approximate  15%  investment  in
Transplace  using the equity method of accounting and  is  accruing  its
percentage  share  of Transplace's earnings or losses  as  non-operating
income (expense).

      "Werner Enterprises remains committed to improving earnings growth
and  shareholder  value.  The current challenges  facing  the  truckload
industry  are  tremendous  opportunities for  our  Company.   Our  size,
excellent   service,   advanced  technology,  financial   strength   and
experienced  management  team provide Werner Enterprises  with  distinct
competitive advantages.  We are excited and optimistic about the  future
of our Company," said C.L. Werner.






                                       INCOME STATEMENT DATA
                                            (Unaudited)
                             (In thousands, except per share amounts)

                             Quarter       % of      Quarter       % of
                              Ended      Operating    Ended      Operating
                             6/30/01     Revenues    6/30/00     Revenues
                             --------    --------    --------    --------

                                                        
Operating revenues           $322,777       100.0    $307,242       100.0
                             --------    --------    --------    --------
Operating expenses:
   Salaries, wages and
     benefits                 114,862        35.6     107,540        35.0
   Fuel                        35,714        11.1      31,839        10.4
   Supplies and maintenance    29,275         9.1      26,327         8.6
   Taxes and licenses          23,192         7.2      22,186         7.2
   Insurance and claims        10,911         3.4       8,224         2.7
   Depreciation                28,908         8.9      26,794         8.7
   Rent and purchased
     transportation            55,245        17.1      59,338        19.3
   Communications and
     utilities                  3,567         1.1       3,475         1.1
   Other                        1,170         0.3        (899 )      (0.3 )
                             --------    --------    --------    --------
      Total operating
        expenses              302,844        93.8     284,824        92.7
                             --------    --------    --------    --------
Operating income               19,933         6.2      22,418         7.3
                             --------    --------    --------    --------

Other expense (income):
   Interest expense               834         0.3       1,978         0.6
   Interest income               (554 )      (0.2 )      (625 )      (0.2 )
   Other                          307         0.1         235         0.1
                             --------    --------    --------    --------
      Total other expense         587         0.2       1,588         0.5
                             --------    --------    --------    --------

Income before income taxes     19,346         6.0      20,830         6.8
Income taxes                    7,255         2.3       7,915         2.6
                             --------    --------    --------    --------
Net income                    $12,091         3.7     $12,915         4.2
                             ========    ========    ========    ========

Diluted shares outstanding     47,917                  47,304
                             ========                ========
Diluted earnings per share       $.25                    $.27
                             ========                ========

                                       OPERATING STATISTICS

Average monthly miles per
   tractor                     10,357                  10,647
Average revenues per total
   mile (1)                    $1.204                  $1.187
Average revenues per loaded
   mile (1)                    $1.335                  $1.315
Average percentage of empty
   miles                         9.81 %                  9.74 %
Average tractors in service     7,746                   7,271
Non-trucking revenues (in
   thousands)                 $19,364                 $20,740
Total tractors (at quarter
   end)
     Company                    6,590                   6,125
     Owner-operator             1,135                   1,200
                             --------                --------
          Total tractors        7,725                   7,325

Total trailers (at quarter
   end)                        19,850                  19,200



(1)  Net of fuel surcharge revenues.






                                       INCOME STATEMENT DATA
                                            (Unaudited)
                             (In thousands, except per share amounts)

                               Six                     Six
                              Months        % of      Months        % of
                              Ended      Operating    Ended      Operating
                             6/30/01     Revenues    6/30/00     Revenues
                             --------    --------    --------    --------

                                                        
Operating revenues           $627,354       100.0    $598,621       100.0
                             --------    --------    --------    --------

Operating expenses:
   Salaries, wages and
     benefits                 223,936        35.7     210,852        35.2
   Fuel                        70,778        11.3      63,048        10.5
   Supplies and maintenance    56,219         9.0      51,639         8.6
   Taxes and licenses          46,270         7.4      43,648         7.3
   Insurance and claims        21,652         3.4      15,204         2.5
   Depreciation                58,103         9.3      53,115         8.9
   Rent and purchased
     transportation           105,517        16.8     116,365        19.4
   Communications and
     utilities                  7,310         1.2       7,161         1.2
   Other                        1,577         0.2      (3,364 )      (0.6 )
                             --------    --------    --------    --------
      Total operating
        expenses              591,362        94.3     557,668        93.2
                             --------    --------    --------    --------
Operating income               35,992         5.7      40,953         6.8
                             --------    --------    --------    --------

Other expense (income):
   Interest expense             2,240         0.3       4,213         0.7
   Interest income             (1,448 )      (0.2 )    (1,072 )      (0.2 )
   Other                          726         0.1         340         0.1
                             --------    --------    --------    --------
      Total other expense       1,518         0.2       3,481         0.6
                             --------    --------    --------    --------

Income before income taxes     34,474         5.5      37,472         6.3
Income taxes                   12,928         2.1      14,239         2.4
                             --------    --------    --------    --------
Net income                    $21,546         3.4    $ 23,233         3.9
                             ========    ========    ========    ========

Diluted shares outstanding     47,792                  47,277
                             ========                ========
Diluted earnings per share       $.45                    $.49
                             ========                ========









                                    BALANCE SHEET DATA
                                      (In thousands)

                              As of                   As of
                             6/30/01                 12/31/00
                             --------                --------
                            (Unaudited)

                                              
Current assets                $202,494              $206,777

Total assets                  $940,234              $927,207

Current liabilities           $103,805              $101,419

Total debt (current and
  long-term)                   $55,000              $105,000

Stockholders' equity          $561,221              $536,084



       Werner  Enterprises  is  a  full-service  transportation  company
providing  truckload  services throughout the  48  states,  portions  of
Canada and Mexico.  C.L. Werner founded the Company in 1956.  Werner  is
one  of  the nation's largest truckload carriers with a fleet  of  7,725
trucks and 19,850 trailers.

      Werner  Enterprises' common stock is traded on  The  Nasdaq  Stock
Market  under the symbol WERN.  The Werner Enterprises web site  address
is www.werner.com.  Recently the Company updated its web site, including
the  Investor  Relations  section.  If you  are  interested  in  keeping
current with the Company's news releases or SEC filings, you can  obtain
automatic Internet e-mail alerts by going to www.werner.com, clicking on
Investor Relations (upper right hand corner), clicking on e-mail  alerts
(lower  left hand corner), entering your e-mail address, and  completing
the registration information.

     Note:  This press release contains forward-looking statements which
are  based  on  information currently available.  Actual  results  could
differ  materially from those anticipated as a result  of  a  number  of
factors, including, but not limited to, those discussed in Item 7 of the
Company's  Annual  Report on Form 10-K for the year ended  December  31,
2000.   The  Company assumes no obligation to update any forward-looking
statement  to the extent it becomes aware that it will not  be  achieved
for any reason.