SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

JOHNSON JAMES LYNN

(Last)

(First)

(Middle)

P.O. BOX 45308

(Street)

OMAHA

68145

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WERNER ENTERPRISES INC [ WERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP - Controller

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2006	01/05/2006	A	24.3693	A	$20.3375	3,129.3975	D
Common Stock	01/24/2006	01/24/2006	A	6	A	$20.7	3,135.3975	D
Common Stock	04/05/2006	04/05/2006	A	77.3039	A	$19.1628	3,212.7014	D
Common Stock	05/02/2006	05/02/2006	A	6.8067	A	$18.88	3,219.5081	D
Common Stock	07/05/2006	07/05/2006	A	62.2325	A	$20.56	3,281.7406	D
Common Stock	07/18/2006	07/18/2006	A	7.76	A	$18.67	3,289.5006	D
Common Stock	10/03/2006	10/03/2006	A	77.8008	A	$19.1993	3,367.3014	D
Common Stock	10/17/2006	10/17/2006	A	7.8033	A	$18.97	3,375.1047	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$7.35						12/20/2001	12/21/2009	Common Stock	20,834		20,834	D
Stock Options (Right to buy)	$9.2624						10/08/2000	04/09/2009	Common Stock	12,500		12,500	D
Stock Options (Right to buy)	$9.66						06/08/1999	12/09/2007	Common Stock	3,334		3,334	D
Stock Options (Right to buy)	$9.7739						09/28/2003	09/29/2011	Common Stock	16,668		16,668	D
Stock Options (Right to buy)	$16.68						⁽¹⁾	10/22/2015	Common Stock	15,000		15,000	D
Stock Options (Right to buy)	$18.33						05/19/2006	05/20/2014	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Stock options 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.

	James L Johnson	02/14/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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