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 28, 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.

      Effective  June  28, 2006, Werner Enterprises, Inc.  (the  "Company")
amended its $50.0 million bank credit facility with Harris, N.A. This third
amendment  to  the  original credit agreement  dated  April  22,  2003,  as
amended,  increased the credit facility to $100.0 million and extended  the
expiration date of the facility from October 22, 2007 to May 31, 2008.  The
agreement  provides  for the maximum facility amount  to  be  reduced  from
$100.0 million to $75.0 million on March 31, 2007 and from $75.0 million to
$50.0  million on June 30, 2007, and on these dates the Company must  repay
any amounts necessary to reduce the aggregate outstanding principal balance
to  the  reduced  maximum facility amount.  Additionally, the  Company  may
permanently  reduce the amount of the facility in whole or in part  without
premium  or  penalty.  The amendment also replaced the minimum consolidated
tangible net worth requirement with a maximum ratio of total funded debt to
total capitalization requirement of 0.40 to 1.00.  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, 2008, subject to the mandatory repayment  provisions
upon  reduction in the maximum facility amount as described above.   As  of
June  28,  2006,  the  Company  had no outstanding  borrowings  under  this
facility.



                                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 29, 2006                By:  /s/ John J. Steele
           ----------------                  ------------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      June 29, 2006                By:  /s/ James L. Johnson
           ----------------                  ------------------------------
                                             James L. Johnson
                                             Senior Vice President,
                                              Controller and Corporate
                                              Secretary