8-K

                    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):
                             September 2, 2003


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

                         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 September 2, 2003, the registrant issued a news release announcing
that its Board of Directors declared a five for four split of the Company's
common stock effected in the form of a 25% stock dividend and a quarterly
cash 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 September 2,
2003.



                                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:      September 2, 2003            By:
           -------------------------         ------------------------------
                                             John J. Steele
                                             Vice President, Treasurer and
                                               Chief Financial Officer


Date:      September 2, 2003            By:
           -------------------------         ------------------------------
                                             James L. Johnson
                                             Vice President, Controller and
                                              Corporate Secretary

EX-99

Exhibit 99.1


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


FOR IMMEDIATE RELEASE
- ---------------------

                              CONTACT:  Robert E. Synowicki, Jr.
                                    Executive Vice President and
                                       Chief Information Officer
                                                  (402) 894-3000

                                                  John J. Steele
                                   Vice President, Treasurer and
                                         Chief Financial Officer
                                                  (402) 894-3036

   WERNER ENTERPRISES ANNOUNCES 5 FOR 4 SPLIT OF THE COMPANY'S
          COMMON STOCK AND DECLARES QUARTERLY DIVIDEND

Omaha, Nebraska, September 2, 2003:
- -----------------------------------

      Werner  Enterprises, Inc. (Nasdaq: WERN-news), one  of  the
nation's  largest  truckload transportation companies,  announced
today  that its Board of Directors has declared a five  for  four
split of the Company's common stock effected in the form of a  25
percent stock dividend.  The stock dividend will be payable on or
about  September 30, 2003 to stockholders of record at the  close
of  business  on  September 16, 2003.  Based  on  the  number  of
diluted  shares at August 31, 2003, the Company's diluted  shares
will  increase  from approximately 65.6 million to  approximately
82.0  million.   No  fractional shares of common  stock  will  be
issued in connection with the stock split.  Stockholders entitled
to  fractional  shares will receive a proportional  cash  payment
(after  giving  effect to the stock split) based on  the  closing
price  of  a share of common stock on September 16, 2003.   If  a
stockholder  is  contemplating a trade of stock from  the  record
date  to  the payable date, he or she should consult his  or  her
stockbroker as to entitlement of the split shares.

     The Company's Board of Directors has also declared a regular
quarterly  cash  dividend of $.025 (2.5 cents) per  share  (after
giving  effect  to  the stock split) payable to  stockholders  of
record on October 6, 2003.  This dividend will be paid on October
21,  2003.   The  dividend rate of $.025 results  in  a  slightly
higher  dividend  than the Company's previous  dividend  rate  of
$.030, after adjusting for the stock split.



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

      Werner Enterprises is a full-service transportation company
providing  truckload services throughout the 48 states,  portions
of  Canada and Mexico.  C.L. Werner founded the Company in  1956.
Werner  is one of the nation's largest truckload carriers with  a
fleet of 8,150 trucks and 21,355 trailers as of June 30, 2003.

      Werner  Enterprises, Inc. common stock  is  traded  on  The
Nasdaq   Stock  Market  under  the  symbol  WERN.    The   Werner
Enterprises web site address is www.werner.com.