8-K

                               UNITED STATES
                    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):
                             October 21, 2005

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

                         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)                          Number)         Identification No.)


14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA                                                       68145
(Address of principal                                            (Zip Code)
executive offices)

    Registrant's telephone number, including area code:  (402) 895-6640


Check  the  appropriate  box below if the Form 8-K filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities  Act
(17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c)  under  the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On  October 21, 2005, the Option Committee (the "Committee")  of  the
Board  of Directors of Werner Enterprises, Inc. (the "Company") approved  a
grant  of  options  to  purchase shares of the Company's  common  stock  in
accordance  with the provisions of the Company's nonqualified stock  option
plan. The options have an exercise price equal to the closing price of  the
Company's common stock on the date immediately preceding the date of  grant
and become exercisable in the following percentages at the specified number
of  months  from grant date: 25% at 24 months; 20% each at 36, 48,  and  60
months;  and  15% at 72 months. This grant included an option  to  purchase
35,000  shares  granted  to  Daniel  H.  Cushman,  Senior  Executive   Vice
President,  Chief  Marketing and Operational  Officer,  and  an  option  to
purchase  20,000  shares  granted  to Derek  J.  Leathers,  Executive  Vice
President  - Van Division and International, both named executive  officers
of  the  Company.  The notice of grant pursuant to which the Company  makes
awards is included as an exhibit to this Form 8-K.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibit 99.1    Notice of Grant of Nonqualified Stock Option.



                                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:      October 27, 2005             By:  /s/ John J. Steele
           ----------------                  ------------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      October 27, 2005             By:  /s/ James L. Johnson
           ----------------                  ------------------------------
                                             James L. Johnson
                                             Senior Vice President,
                                              Controller and Corporate
                                              Secretary

EX-99.1

Exhibit 99.1



           [LETTERHEAD OF WERNER ENTERPRISES, INC.]









          Notice of Grant of Nonqualified Stock Option
          --------------------------------------------


Date
- ----


Recipient Name
- --------------


      At  the direction of the Option Committee of the Board
of  Directors  (the Committee) of Werner Enterprises,  Inc.,
you  are  hereby notified that the Committee has granted  to
you  an  option,  pursuant to the Werner  Enterprises,  Inc.
Stock  Option Plan (the Plan) adopted by the Company on  May
12,  1987, ratified and approved by the Stockholders of  the
Company on June 9, 1987, as amended on May 3, 1994, February
8, 2000, May 9, 2000, February 25, 2003 and May 11, 2004.

      The option granted to you is to purchase ______ shares
of  the  $.01 par value common stock of the Company  at  the
price  of $____ per share.  The date of grant of this option
is  the date of this notice, and it is the determination  of
the Committee that on this date the fair market value of the
Company's common stock was $____ per share.

     The Committee has established the following limitations
upon the exercise of this stock option granted to you:

          -     25% of the option may be exercised after the
          expiration  of  24 months from the  date  of  this
          grant;

          -     an  additional  20% of this  option  may  be
          exercised  after the expiration of 36 months  from
          the date of this grant;

          -     an  additional  20% of  the  option  may  be
          exercised  after the expiration of 48 months  from
          the date of this grant;

          -     an  additional  20% of  the  option  may  be
          exercised  after the expiration of 60 months  from
          the date of this grant;



          -     an  additional  15% of  the  option  may  be
          exercised  after the expiration of 72 months  from
          the  date of this grant.  (i.e. all options  shall
          be  exercisable after the expiration  of  6  years
          from the date of this grant.)


      I  enclose  a  copy of the Plan governing  the  option
granted  to you, and your attention is directed to  all  the
provisions of the Plan.  You will observe that the Plan does
not  require  that  you  exercise  this  option  as  to  any
particular  number of shares at one time,  but  this  option
must be exercised, if at all and to the extent exercised, by
no  later than ten years and one day from the date  of  this
grant.   You  should  also  note that  your  option  may  be
exercisable only by you at any time during your lifetime and
that  termination of your employment will affect your rights
to  exercise  options.  Also, your option is nontransferable
otherwise than as may be occasioned by your death  and  then
only  according to the terms of your will or by the laws  of
descent and distribution.

      At  the  time or times when you wish to exercise  this
option,  in part or in whole, please refer to the provisions
of  the  Plan and the above limitations dealing with methods
and formalities of exercise of your option.



RECIPIENT:                      WERNER ENTERPRISES,INC.


                                By
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