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

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                                 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):
                             December 1, 2010

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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  December 1, 2010, Werner Enterprises, Inc. (the "Company") amended  its
existing credit agreement, dated May 16, 2003, as amended, with Wells Fargo
Bank,   National  Association  ("Wells  Fargo"),  as  lender  (the  "Credit
Agreement").  The Credit Agreement provides the Company with a $175 million
committed credit facility.

The  seventh  amendment  to the Credit Agreement (the  "Amendment"),  dated
December 1, 2010, extended the expiration date of the credit facility  from
May 31, 2011 to November 30, 2013.

The  Amendment also modified the unused commitment fees, interest rate  for
any  borrowings and letter of credit fees.  As set forth in the  Amendment,
the  Company  is  required to pay Wells Fargo an unused commitment  fee  of
0.20%  per  annum on the average daily unused amount of the facility.   The
Amendment also requires the Company to pay Wells Fargo (i) interest on  any
borrowed  amounts  at a variable rate based on the daily  London  Interbank
Offered  Rate  ("LIBOR") plus one percent (1.00%) and  (ii)  an  annualized
letter  of credit fee of one percent (1.00%) based upon the face amount  of
each letter of credit and effective upon the earlier of June 1, 2011 or the
renewal of any letter of credit.

As  of  December 1, 2010, the Company is in compliance with  all  financial
covenants  under  the  Credit  Agreement, had $40  million  in  outstanding
borrowings  under  this  facility,  and the  credit  available  under  this
facility  is reduced by $41.2 million in letters of credit under which  the
Company  is obligated.  (Pursuant to General Instruction B.3. to Form  8-K,
the information regarding the Credit Agreement disclosed under Item 2.03 of
the  Company's  Current  Report on Form 8-K  dated  November  30,  2006  is
incorporated by reference herein.)

The  foregoing  (including  the Credit Agreement  and  Amendment  described
herein)  may  contain  forward-looking statements  within  the  meaning  of
Section 27A of the Securities Act of 1933, as amended, and Section  21E  of
the  Securities Exchange Act of 1934, as amended, and made pursuant to  the
safe  harbor provisions of the Private Securities Litigation Reform Act  of
1995, as amended.  Such forward-looking statements are based on information
presently available to the registrant's management and are current only  as
of  the date made.  Actual results could also differ materially from  those
anticipated as a result of a number of factors, including, but not  limited
to,  those discussed in the registrant's Annual Report on Form 10-K for the
year ended December 31, 2009.  For those reasons, undue reliance should not
be placed on any forward-looking statement.  The registrant assumes no duty
or  obligation to update or revise any forward-looking statement,  although
it  may do so from time to time as management believes is warranted  or  as
may  be  required  by  applicable securities  law.   Any  such  updates  or
revisions  may  be made by the registrant by filing reports with  the  U.S.



Securities and Exchange Commission, through the issuance of press  releases
or by other methods of public disclosure.




                                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:      December 7, 2010             By:  /s/ John J. Steele
         --------------------                -------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      December 7, 2010             By:  /s/ James L. Johnson
         --------------------                -------------------------
                                             James L. Johnson
                                             Executive Vice President,
                                              Chief Accounting Officer and
                                              Corporate Secretary