<SEC-DOCUMENT>0000793074-11-000042.txt : 20111115
<SEC-HEADER>0000793074-11-000042.hdr.sgml : 20111115
<ACCEPTANCE-DATETIME>20111115163911
ACCESSION NUMBER:		0000793074-11-000042
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20111115
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20111115
DATE AS OF CHANGE:		20111115

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:		111207619

	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>wern8k111511.txt
<DESCRIPTION>WERNER ENTERPRISES, INC. 8-K 11/15/11
<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):
                             November 15, 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 7.01.      REGULATION FD DISCLOSURE.

On November 15, 2011, the registrant issued a press release announcing that
its  Board  of  Directors  declared  a quarterly  dividend  and  a  special
dividend.  A copy of the press release is furnished as Exhibit 99.1 to this
Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information
under  this Item 7.01 and the press release exhibit to this Form 8-K  shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange
Act  of 1934, as amended (the "Exchange Act"), or otherwise subject to  the
liabilities of that Section 18, nor shall such information and  exhibit  be
deemed  incorporated by reference in any filing under the Exchange  Act  or
the  Securities Act of 1933, as amended (the "Securities Act"), unless  the
registrant  expressly states that such information and exhibit  are  to  be
considered  "filed" under the Exchange Act or incorporates such information
and  exhibit  by  specific reference in an Exchange Act or  Securities  Act
filing.

This  current report on Form 8-K and the press release 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, 2010.  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 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 November  15,
                    2011,  "Werner  Enterprises  Announces  Quarterly   and
                    Special Dividends"

<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:      November 15, 2011            By:  /s/ John J. Steele
         ---------------------               ------------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      November 15, 2011            By:  /s/ James L. Johnson
         ---------------------               ------------------------------
                                             James L. Johnson
                                             Executive Vice President,
                                              Chief Accounting Officer and
                                              Corporate Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>wernexh99111511.txt
<DESCRIPTION>WERNER ENTERPRISES, INC. 8-K 11/15/11
<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 QUARTERLY
                         AND SPECIAL DIVIDENDS

Omaha, Nebraska, November 15, 2011:
----------------------------------

      Werner  Enterprises, Inc. (NASDAQ: WERN),  one  of  the  nation's
largest  transportation and logistics companies, announced  today  that
its  Board  of Directors declared a regular quarterly cash dividend  of
$.050 (5.0 cents) per common share payable to stockholders of record at
the  close of business on January 9, 2012.  This dividend will be  paid
on January 24, 2012.

     Werner Enterprises is currently in its twenty-fifth year of paying
quarterly cash dividends on its common stock to its stockholders.   The
first  quarterly cash dividend was paid by Werner Enterprises  in  July
1987.

     Werner  also  announced  that its Board of  Directors  declared  a
special cash dividend of $0.50 (50.0 cents) per common share payable to
stockholders of record at the close of business on November  30,  2011.
This  dividend will be paid on December 15, 2011.  As a result  of  the
special dividend, a total of approximately $36 million will be paid  on
Werner's  72.8  million common shares outstanding.  No portion  of  the
$0.50 special dividend is considered to be a return of capital.  Werner
also  paid special cash dividends of $1.60 per common share in December
2010,  $1.25  per common share in December 2009, and $2.10  per  common
share in December 2008.

     This is the fourth consecutive year that Werner will pay a special
dividend  to  shareholders  as  a way to  further  enhance  shareholder
return.  It is Werner's intention to continue to expand its profits  in
the  future  by  keeping its fleet count flat for  the  near  term  and
increasing  its operating margin percentage with improved  rates,  high
utilization  and  a  lean  cost  structure.   Werner  also  intends  to
accelerate   growth  of  its  non-asset-based  logistics  services   of
brokerage, freight management, intermodal and global freight forwarding
to create a planned balanced portfolio of revenues comprised of one-way
truckload, dedicated and logistics.

<PAGE>

     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  Werner'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
Werner's  Annual  Report on Form 10-K for the year ended  December  31,
2010.   For those reasons, undue reliance should not be placed  on  any
forward-looking  statement.  Werner 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>
