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 11, 2002

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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 or organization)        Number)           Identification No.)


14507 FRONTIER ROAD
POST OFFICE BOX 45308
OMAHA, NEBRASKA                      68145                    (402)895-6640
(Address of principal             (Zip Code) (Registrant's telephone number)
   executive offices)



ITEM 5.   OTHER EVENTS.

     On February 11, 2002, the registrant issued a news release announcing
that its Board of Directors declared a four for three split of the
Company's common stock effected in the form of a 33 1/3 percent stock
dividend.  A copy of the news release is filed as an exhibit to this Form 8-
K.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS.

     Exhibit 99.1   News release issued by the registrant on February 11,
2002.



                                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 11, 2002            By:  /s/ John J. Steele
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                                             John J. Steele
                                             Vice President, Treasurer and
                                               Chief Financial Officer


Date:      February 11, 2002            By:  /s/ James L. Johnson
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                                             James L. Johnson
                                             Vice President, Controller and
                                              Corporate Secretary