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, 2009

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

(e)  Compensatory Arrangements of Certain Officers.
     ---------------------------------------------

On  December 1, 2009, the Compensation Committee (the "Committee")  of  the
Board  of  Directors of the registrant approved the following  performance-
based  compensation awards, in the form of annual cash bonuses,  and  long-
term incentive compensation awards, in the form of restricted stock, to the
registrant's principal executive officer, principal financial  officer  and
other named executive officers:




                                                             CASH     RESTRICTED
NAME                                TITLE                    BONUS       STOCK
----                                -----                    -----       -----

                                                               
Clarence L. Werner          Chairman of the Board              $0          0

Gary L. Werner                  Vice Chairman               $205,000    30,000

Gregory L. Werner       President and Chief Executive       $300,000    30,000
                                   Officer

Derek J. Leathers     Senior Executive Vice President -     $240,000    30,000
                            Value Added Services &
                      International and Chief Operating
                                   Officer

John J. Steele            Executive Vice President,         $110,000    10,000
                        Treasurer and Chief Financial
                                   Officer



The  annual  cash bonuses were awarded under the registrant's discretionary
annual  cash  bonus  program and will be paid on December  7,  2009.   Such
performance-based compensation awards are determined at the sole discretion
of the Committee.

The  restricted stock was awarded in accordance with the provisions of  the
Werner  Enterprises,  Inc.  Equity Plan and  is  subject  to  service-based
vesting  provisions.  The shares will vest annually in five  increments  of
20%  each, beginning 3 years after the grant date.  The awards will  become
fully  vested on December 1, 2016.  The notice of grant pursuant  to  which
the  Company makes awards of restricted stock is included as an exhibit  to
this Form 8-K.  Such long-term incentive compensation awards are determined
at the sole discretion of the Committee.




ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits.
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     10.1      Form  of  Restricted  Stock Award Agreement  for  recipients
               under the Werner Enterprises, Inc. Equity Plan.




                                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 4, 2009             By:  /s/ John J. Steele
         -----------------------             ------------------------------
                                             John J. Steele
                                             Executive Vice President,
                                              Treasurer and Chief
                                              Financial Officer


Date:      December 4, 2009             By:  /s/ James L. Johnson
         -----------------------             ------------------------------
                                             James L. Johnson
                                             Senior Vice President,
                                              Controller and Corporate
                                              Secretary