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):
                               June 7, 2006

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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 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
           AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

      On June 7, 2006, Werner Enterprises, Inc. (the "Company") amended its
$75.0  million  bank  credit  facility  with  Wells  Fargo  Bank,  National
Association.  This fourth amendment to the original credit agreement  dated
May  16,  2003, as amended, increased the credit facility to $100.0 million
and  extended  the maturity date from May 16, 2007 to May  31,  2011.   The
amendment  also  replaced  the  minimum  consolidated  tangible  net  worth
requirement with a maximum total debt to capitalization requirement of 40%.
Any amounts that may be borrowed pursuant to this facility bear interest at
a variable rate based on the London Interbank Offered Rate and would be due
and  payable  in full on or before May 31, 2011.  As of June 7,  2006,  the
Company  had no outstanding borrowings under this facility, and the  credit
available  is  reduced by $37.2 million in letters of  credit  the  Company
maintains.



                                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:      June 13, 2006                By:  /s/ John J. Steele
           ----------------                  ------------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      June 13, 2006                By:  /s/ James L. Johnson
           ----------------                  ------------------------------
                                             James L. Johnson
                                             Senior Vice President,
                                              Controller and Corporate
                                              Secretary