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<SEC-DOCUMENT>0000793074-11-000011.txt : 20110218
<SEC-HEADER>0000793074-11-000011.hdr.sgml : 20110218
<ACCEPTANCE-DATETIME>20110218170338
ACCESSION NUMBER:		0000793074-11-000011
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20110218
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110218
DATE AS OF CHANGE:		20110218

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WERNER ENTERPRISES INC
		CENTRAL INDEX KEY:			0000793074
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				470648386
		STATE OF INCORPORATION:			NE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14690
		FILM NUMBER:		11625271

	BUSINESS ADDRESS:	
		STREET 1:		14507 FRONTIER ROAD
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68138
		BUSINESS PHONE:		4028956640

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 45308
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68145
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>wern8k021811.txt
<DESCRIPTION>WERNER ENTERPRISES, INC. 8-K 2/18/11
<TEXT>
                               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):
                             February 18, 2011

                            ------------------


                         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))

<PAGE>

ITEM 5.02.     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
               DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
               ARRANGEMENTS OF CERTAIN OFFICERS.

On  February  18,  2011,  the Board of Directors (the  "Board")  of  Werner
Enterprises,  Inc.  (the  "Company") approved  several  planned  management
changes  described  below.   Each of these changes  will  become  effective
following  the  Company's  annual stockholder  meeting  that  is  currently
expected to be held on May 10, 2011.

Clarence  L.  (C.L.)  Werner,  age 73, a named  executive  officer  of  the
Company,  resigned as Chairman and executive officer.  He will continue  to
be employed by the Company as Chairman Emeritus and to serve on the Board.

Gary  L. Werner, age 53, will become Chairman, moving from his current role
as  Vice Chairman.  Mr. Gary L. Werner intends to continue to serve on  the
Board.

Gregory  L. Werner, age 51, will become Vice Chairman and will continue  to
hold the position of Chief Executive Officer.  He will relinquish the title
of  President.  Mr. Gregory L. Werner intends to continue to serve  on  the
Board.

Derek J. Leathers, age 41, will become President and will continue to  hold
the  position of Chief Operating Officer.  Mr. Leathers has served  as  the
Company's  Chief Operating Officer since 2008 and as Senior Executive  Vice
President  and  President  of  Werner Global  Logistics  since  2006.   Mr.
Leathers  joined the Company in 1999, became an officer of the  Company  in
2000  and  previously served in the following officer positions during  his
tenure:  (i)  Vice  President  - Mexico Division,  (ii)  Vice  President  -
International,  (iii)  Senior Vice President - International,  (iv)  Senior
Vice  President  - Van Division and International, and (v)  Executive  Vice
President - Van Division and International.

A  copy  of the press release announcing these planned changes is furnished
as Exhibit 99.1 to this Form 8-K.

The  press  release furnished as Exhibit 99.1 to this Form 8-K may  contain
forward-looking  statements  within the  meaning  of  Section  27A  of  the
Securities Act and Section 21E of the Exchange Act 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

<PAGE>

may  be  required  by  applicable securities  law.   Any  such  updates  or
revisions  may  be  made  by filing reports with the  U.S.  Securities  and
Exchange  Commission, through the issuance of press releases  or  by  other
methods of public disclosure.


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

     (d)  Exhibits.

          99.1      Press release issued by the registrant on February  18,
                    2011,  "Werner Enterprises Announces Planned Management
                    Changes".

<PAGE>


                                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:      February 18, 2011            By:  /s/ John J. Steele
          -------------------                ------------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      February 18, 2011            By:  /s/ James L. Johnson
          -------------------                ------------------------------
                                             James L. Johnson
                                             Executive Vice President,
                                              Chief Accounting Officer and
                                              Corporate Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>wernexh99021811.txt
<DESCRIPTION>WERNER ENTERPRISES, INC. 8-K 2/18/11
<TEXT>
Exhibit 99.1

                        WERNER ENTERPRISES, INC.
                           14507 Frontier Road
                             P. O. Box 45308
                          Omaha, Nebraska 68145


FOR IMMEDIATE RELEASE                       Contact:  John J. Steele
- ---------------------        Executive Vice President, Treasurer and
                                             Chief Financial Officer
                                                      (402) 894-3036



                  WERNER ENTERPRISES ANNOUNCES PLANNED
                           MANAGEMENT CHANGES

Omaha, Nebraska, February 18, 2011:
- ----------------------------------

      Werner  Enterprises, Inc. (Nasdaq:  WERN),  one  of  the  nation's
largest   transportation and logistics companies, announced  today  that
the  Board of Directors has approved several planned management  changes
that  will  become effective following the Company's annual  stockholder
meeting that is currently expected to be held on May 10, 2011.

      Clarence  L. (C.L.) Werner, 73, will step down from  his  role  as
Chairman  and  will  become Chairman Emeritus.   Mr.  C.L.  Werner  will
continue to serve on the Company's Board of Directors.

      Gary  L. Werner, 53, will become Chairman, moving from his current
role  as Vice Chairman.  Mr. Gary L. Werner intends to continue to serve
on  the Company's Board of Directors.  Mr. Gary L. Werner has more  than
30 years of experience with Werner Enterprises.

      Gregory  L. Werner, 51, will become Vice Chairman and will  retain
his  current  leadership role as Chief Executive Officer, a position  he
assumed  in  February  2007.  Mr. Gregory L.  Werner   also  intends  to
continue  to serve on the Company's Board of Directors.  Mr. Gregory  L.
Werner has more than 30 years of experience with Werner Enterprises.

      Derek  J.  Leathers, 41, will become President and Chief Operating
Officer.  Mr. Leathers currently serves as the Company's Chief Operating
Officer and President of Werner Global Logistics.  Mr. Leathers has more
than 20 years of experience in the transportation and logistics industry
and  12 years of experience with Werner Enterprises in various executive
positions throughout the Company.

      The  breadth  and depth of the entire Werner executive  management
team enable C.L. Werner to reduce his role in the company he started  in
1956  as  a  sole proprietor.  C.L. was the Company's first  driver  and
built  the Company from a one-man, one truck operation into a nearly  $2
billion  public  company.   C.L. Werner, who is  the  Company's  largest
shareholder with over 30% ownership of the Company's outstanding shares,
will  remain  involved  in  managing the Company  as  a  member  of  the
Company's Board of Directors.

       "Gary,  Greg,  Derek  and  I  have  worked  closely  together  in
successfully growing Werner Enterprises for many years.  I am  extremely
confident  in  their abilities and the abilities of  our  entire  Werner
team.   Our Company and management team is very well positioned  with  a
rock  solid foundation, and they are prepared to take Werner Enterprises
to much higher levels and improved performance in the years to come.  My

<PAGE>

health  is excellent, and I intend to stay involved as a member  of  the
Company's Board of Directors," said C.L. Werner.

     Werner  Enterprises,  Inc. was founded in 1956  and  is  a  premier
transportation  and  logistics company, with coverage  throughout  North
America,  Asia,  Europe,  South America, Africa  and  Australia.  Werner
maintains  its  global  headquarters in Omaha,  Nebraska  and  maintains
offices  in  the  United States, Canada, Mexico,  China  and  Australia.
Werner  is  among  the  five largest truckload carriers  in  the  United
States,  with  a diversified portfolio of transportation  services  that
includes   dedicated;  medium-to-long-haul,  regional  and  local   van;
expedited; temperature-controlled; and flatbed services. Werner's  Value
Added  Services portfolio includes freight management, truck  brokerage,
intermodal,  and  international services.   International  services  are
provided  through Werner's domestic and global subsidiary companies  and
include  ocean,  air and ground transportation; freight forwarding;  and
customs brokerage.

     Werner Enterprises, Inc.'s common stock trades on The NASDAQ Global
Select MarketSM under the symbol "WERN".  For further information  about
Werner, visit the Company's website at www.werner.com.

     This  press  release 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 Company'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
Company'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 Company 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 filing reports with the U.S. Securities  and  Exchange
Commission,  through the issuance of press releases or by other  methods
of public disclosure.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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