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

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                         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