Exhibit 3(i)(B)

                      ARTICLES OF AMENDMENT
                             TO THE
                    ARTICLES OF INCORPORATION
                               OF
                    WERNER ENTERPRISES, INC.


  Pursuant  to  the provisions of R.S. Supp. Section 21-2056  and
21-2060 of the Nebraska Business Corporation Act, the undersigned
corporation  adopts the following Articles of  Amendment  to  its
Articles of Incorporation:
  FIRST:    The  name  of the corporation is WERNER  ENTERPRISES,
INC.
  SECOND:    Article  VIII,  Section A  shall  be  added  to  the
Articles of Incorporation to read as follows:
                    "ARTICLE VIII, SECTION A
  No  outside  Director  of the corporation shall  be  personally
liable  to  the  corporation  or its  stockholders  for  monetary
damages for any breach of fiduciary duty by such a Director as  a
Director.   Notwithstanding the foregoing  sentence,  an  outside
Director  shall  be liable to the extent provided  by  applicable
law: (i) for any act or omission not in good faith which involves
intentional  misconduct or a knowing violation of the  law;  (ii)
for  any  transaction from which the outside Director derived  an
improper direct or indirect financial benefit; (iii) for paying a
dividend  or approving a stock repurchase which was in  violation
of the Nebraska Business Corporation Act; and (iv) for any act or
omission  which  violates  a  declaratory  or  injunctive   order
obtained by the corporation or its shareholders.  No amendment to
or  repeal  of this Section A of Article VIII shall apply  to  or
have  any  effect  on the liability or alleged liability  of  any
outside  Director of the corporation for or with respect  to  any
acts  of  such  Director occurring prior  to  such  amendment  or
repeal.  For the purposes of this Section A of Article VIII,  the
term  "outside  Director"  shall have  the  meaning  provided  in
Section 21-2035(2) of the Nebraska Business Corporation Act."



  THIRD:  The number of shares of the corporation outstanding  at
the  time of such adoption was 11,648,000 shares; and the  number
of shares entitled to vote thereon was 11,648,000 shares.
  FOURTH:   The  date  of  adoption  of  this  amendment  by  the
shareholders was June 13, 1989.
  FIFTH:   The  number  of shares voted for  such  amendment  was
10,483,778; and the number of shares voted against such amendment
was 80,189.
  SIXTH:   The  manner,  if not set forth in  such  amendment  in
which  any  exchange, reclassification or cancellation of  issued
shares  provided  for  in  the amendment  shall  be  effected  as
follows:  no change.
  SEVENTH:   The manner in which such amendment effects a  change
in  the  amount of stock capital and the amount of change in  the
amount  of  stated  capital and the amount of stated  capital  as
changed by such amendment are as follows:  no change.
  Dated  June 13, 1989.

                                       /s/ Gary L. Werner
                                       --------------------------
                                       Gary L. Werner, President


                                       /s/ Jacob D. Wood
                                       --------------------------
                                       Jacob D. Wood, Secretary



  STATE OF NEBRASKA    )
                       )  ss
  COUNTY OF DOUGLAS    )

  On  this 13th day of June, 1989, before me, a Notary Public  in
and   for  said  County,  personally  appeared  Gary  L.  Werner,
President  and  Jacob  D. Wood, Secretary of Werner  Enterprises,
Inc.,  known  to me to be the identical persons whose  names  are
affixed   to  the  above  and  foregoing  instrument,  and   they
acknowledged  the execution thereof to be their voluntary  act(s)
and deed(s).

  Witness  my  hand and Notarial seal the day and year last above
written.

                                       /s/ Donna R. Ingram
                                       -------------------------
                                       Notary Public