As filed with the Securities and Exchange Commission on February 26, 2003
                                               Registration No. 333-______
==========================================================================

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM S-8
                         REGISTRATION STATEMENT
                    UNDER THE SECURITIES ACT OF 1933

                        WERNER ENTERPRISES, INC.
         (Exact name of Registrant as specified in its charter)

          NEBRASKA                                 47-0648386
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)             Identification No.)

      14507 FRONTIER ROAD
     POST OFFICE BOX 45308
        OMAHA, NEBRASKA                             68145-0308
(Address of Principal Executive Offices)            (Zip Code)

                        WERNER ENTERPRISES, INC.
                AMENDED AND RESTATED STOCK OPTION PLAN
                        (Full title of the Plan)

                                                   Copy to:
     JOHN J. STEELE                           JOHN S. ZEILINGER
Vice President, Treasurer and          Baird, Holm, McEachen, Pedersen,
   Chief Financial Officer                  Hamann & Strasheim LLP
   Werner Enterprises, Inc.                   1800 Woodmen Tower
     14507 Frontier Road                  Omaha, Nebraska 68102-2068
    Post Office Box 45308
 Omaha, Nebraska 68145-0308
                 (Name and address of agent for service)

         (402) 895-6640                           (402) 344-0500
      (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
 ----------------   --------------   ---------   ---------   ------------
                                     Proposed    Proposed
 Title of each                       maximum     maximum
 class of           Amount           offering    aggregate   Amount of
 securities to be   to be            price per   offering    registration
 registered         registered (1)   share (2)   price (2)   fee(2)
 ----------------   --------------   ---------   ---------   ------------
--------------------------------------------------------------------------
 <S>                  <C>             <C>       <C>             <C>
 Common Stock,        9,166,667       $17.91    $164,175,006    $13,282
   $.01 par value
--------------------------------------------------------------------------
</TABLE>
(1) Represents  shares  of  the Registrant's common stock authorized to be
    issuable under the Werner Enterprises, Inc. Amended and Restated Stock
    Option Plan. In addition, pursuant to Rule 416(a) under the Securities
    Act  of  1933,   this   Registration  Statement  also  registers  such
    additional  indeterminate  amount  of  shares  as may be issuable as a
    result of a stock split,  stock dividend  or  similar transaction with
    respect to the shares covered hereby.
(2) Estimated  in  accordance with Rule 457(h) under the Securities Act of
    1933 solely  for the  purpose of calculating the registration fee.  In
    accordance with Rule 457(h), the computation is based upon the average
    of  the  high  and  low  sale prices for the Registrant's common stock
    reported by the Nasdaq National Market on February 25, 2003.
==========================================================================


      Pursuant  to  Rule  429  under  the  Securities  Act  of  1933, this
Registration  Statement  also  amends  the  information  contained  in the
earlier  registration  statement relating to the Werner Enterprises,  Inc.
Stock  Option Plan,  Registration Statement No. 33-15894 filed on July 16,
1987, including Post-Effective Amendment No. 1 to Form S-8 filed on August
7, 1987  and Post-Effective  Amendment No. 2 to Form S-8 filed on November
2, 1987.

<PAGE>
                             EXPLANATORY NOTE

     As permitted by General Instruction E to Form S-8,  this Registration
Statement  incorporates  by  reference   the   information   contained  in
Registration  Statement No.  33-15894 relating to  the Werner Enterprises,
Inc.  Stock  Option  Plan  (the "Plan"), filed on July 16, 1987, including
Post-Effective  Amendment  No.  1 to Form S-8  filed on August 7, 1987 and
Post-Effective Amendment No. 2 to Form S-8 filed on November 2, 1987  (the
"Prior Registration Statement").  Under  the  Prior Registration Statement
and  pursuant  to  Rule  416(a)  under  the  Securities  Act  of 1933, the
Registrant registered 2,500,000 shares of its common  stock  for  issuance
under  the  Plan.  This  Registration  Statement is being filed to reflect
adjustments to the aggregate number of shares of Registrant's common stock
authorized to be issuable under the Plan based on stock splits and certain
amendments to the Plan that increased the number of shares  authorized  to
be issued thereunder from 2,500,000 to 11,666,667.



ITEM 8. EXHIBITS

     The exhibits listed on the accompanying Exhibit  Index are  filed  or
incorporated by reference as part of this Registration Statement.

<PAGE>

                               SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities Act of 1933, the
Registrant  certifies  that  it  has reasonable grounds to believe that it
meets all of the requirements  for filing on  Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha,  Nebraska on the 26th day
of February, 2003.

                                        WERNER ENTERPRISES, INC.

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

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in  the capacities  and
on the dates indicated.

<TABLE>
<CAPTION>


        Signature                    Position                Date
        ---------                    --------                ----
  <S>                         <C>                        <C>
  /s/ Clarence L. Werner      Chairman of the Board,     February 26, 2003
  ------------------------    Chief Executive Officer
  Clarence L. Werner          and Director

  /s/ Gary L. Werner          Vice Chairman and          February 26, 2003
  ------------------------    Director
  Gary L. Werner

  /s/ Curtis G. Werner        Vice Chairman -            February 26, 2003
  ------------------------    Corporate Development
  Curtis G. Werner            and Director

  /s/ Gregory L. Werner       President, Chief           February 26, 2003
  ------------------------    Operating Officer and
  Gregory L. Werner           Director

  /s/ John J. Steele          Vice President,            February 26, 2003
  ------------------------    Treasurer and Chief
  John J. Steele              Financial Officer

  /s/ James L. Johnson        Vice President,            February 26, 2003
  ------------------------    Controller and Corporate
  James L. Johnson            Secretary

  /s/ Irving B. Epstein       Director                   February 26, 2003
  ------------------------
  Irving B. Epstein

  /s/ Gerald H. Timmerman     Director                   February 26, 2003
  ------------------------
  Gerald H. Timmerman

  /s/ Jeffrey G. Doll         Director                   February 26, 2003
  ------------------------
  Jeffrey G. Doll

  /s/ Michael L. Steinbach    Director                   February 26, 2003
  ------------------------
  Michael L. Steinbach

  /s/ Kenneth M. Bird         Director                   February 26, 2003
  ------------------------
  Kenneth M. Bird

</TABLE>
<PAGE>

                              EXHIBIT INDEX

<TABLE>
<CAPTION>

  Exhibit                                  Page Number or Incorporated by
  Number           Description                      Reference to
  -------          -----------             ------------------------------

  <S>        <C>                             <C>
  4.1(A)     Revised and Amended             Exhibit 3 to Registration
             Articles of Incorporation       Statement on Form S-1,
                                             Registration No. 33-5245
  4.1(B)     Articles of Amendment to        Exhibit 3(i) to the
             Articles of Incorporation       Company's report on Form
                                             10-Q for the quarter
                                             ended May 31, 1994
  4.1(C)     Articles of Amendment to        Exhibit 3(i) to the Company's
             Articles of Incorporation       report on Form 10-K for the
                                             year ended December 31, 1998
  4.2        Revised and Amended By-Laws     Exhibit 3(ii) to the Company's
                                             report on Form 10-K for the
                                             year ended December 31, 1994
  4.3        Werner Enterprises, Inc.        Filed herewith
             Amended and Restated Stock
             Option Plan
  5          Opinion of Baird, Holm,         Filed herewith
             McEachen, Pedersen, Hamann
             & Strasheim LLP regarding
             legality of common stock
  23.1       Consent of Baird, Holm,         Filed herewith (included in
             McEachen, Pedersen, Hamann      Exhibit 5)
             & Strasheim LLP
  23.2       Consent of KPMG LLP             Filed herewith

</TABLE>
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{"company-data": {"conformed-name": "WERNER ENTERPRISES INC", "cik": "0000793074", "assigned-sic": "4213", "irs-number": "470648386", "state-of-incorporation": "NE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103467", "film-number": "03581631"}, "business-address": {"street1": "14507 FRONTIER ROAD", "street2": "P O BOX 45308", "city": "OMAHA", "state": "NE", "zip": "68145", "phone": "4028956640"}}
As filed with the Securities and Exchange Commission on February 26, 2003
                                               Registration No. 333-______
==========================================================================

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM S-8
                         REGISTRATION STATEMENT
                    UNDER THE SECURITIES ACT OF 1933

                        WERNER ENTERPRISES, INC.
         (Exact name of Registrant as specified in its charter)

          NEBRASKA                                 47-0648386
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)             Identification No.)

      14507 FRONTIER ROAD
     POST OFFICE BOX 45308
        OMAHA, NEBRASKA                             68145-0308
(Address of Principal Executive Offices)            (Zip Code)

                        WERNER ENTERPRISES, INC.
                AMENDED AND RESTATED STOCK OPTION PLAN
                        (Full title of the Plan)

                                                   Copy to:
     JOHN J. STEELE                           JOHN S. ZEILINGER
Vice President, Treasurer and          Baird, Holm, McEachen, Pedersen,
   Chief Financial Officer                  Hamann & Strasheim LLP
   Werner Enterprises, Inc.                   1800 Woodmen Tower
     14507 Frontier Road                  Omaha, Nebraska 68102-2068
    Post Office Box 45308
 Omaha, Nebraska 68145-0308
                 (Name and address of agent for service)

         (402) 895-6640                           (402) 344-0500
      (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
 ----------------   --------------   ---------   ---------   ------------
                                     Proposed    Proposed
 Title of each                       maximum     maximum
 class of           Amount           offering    aggregate   Amount of
 securities to be   to be            price per   offering    registration
 registered         registered (1)   share (2)   price (2)   fee(2)
 ----------------   --------------   ---------   ---------   ------------
--------------------------------------------------------------------------
Common Stock,        9,166,667       $17.91    $164,175,006    $13,282
   $.01 par value
--------------------------------------------------------------------------
(1) Represents  shares  of  the Registrant's common stock authorized to be
    issuable under the Werner Enterprises, Inc. Amended and Restated Stock
    Option Plan. In addition, pursuant to Rule 416(a) under the Securities
    Act  of  1933,   this   Registration  Statement  also  registers  such
    additional  indeterminate  amount  of  shares  as may be issuable as a
    result of a stock split,  stock dividend  or  similar transaction with
    respect to the shares covered hereby.
(2) Estimated  in  accordance with Rule 457(h) under the Securities Act of
    1933 solely  for the  purpose of calculating the registration fee.  In
    accordance with Rule 457(h), the computation is based upon the average
    of  the  high  and  low  sale prices for the Registrant's common stock
    reported by the Nasdaq National Market on February 25, 2003.
==========================================================================

      Pursuant  to  Rule  429  under  the  Securities  Act  of  1933, this
Registration  Statement  also  amends  the  information  contained  in the
earlier  registration  statement relating to the Werner Enterprises,  Inc.
Stock  Option Plan,  Registration Statement No. 33-15894 filed on July 16,
1987, including Post-Effective Amendment No. 1 to Form S-8 filed on August
7, 1987  and Post-Effective  Amendment No. 2 to Form S-8 filed on November
2, 1987.
EXPLANATORY NOTE

     As permitted by General Instruction E to Form S-8,  this Registration
Statement  incorporates  by  reference   the   information   contained  in
Registration  Statement No.  33-15894 relating to  the Werner Enterprises,
Inc.  Stock  Option  Plan  (the "Plan"), filed on July 16, 1987, including
Post-Effective  Amendment  No.  1 to Form S-8  filed on August 7, 1987 and
Post-Effective Amendment No. 2 to Form S-8 filed on November 2, 1987  (the
"Prior Registration Statement").  Under  the  Prior Registration Statement
and  pursuant  to  Rule  416(a)  under  the  Securities  Act  of 1933, the
Registrant registered 2,500,000 shares of its common  stock  for  issuance
under  the  Plan.  This  Registration  Statement is being filed to reflect
adjustments to the aggregate number of shares of Registrant's common stock
authorized to be issuable under the Plan based on stock splits and certain
amendments to the Plan that increased the number of shares  authorized  to
be issued thereunder from 2,500,000 to 11,666,667.

ITEM 8. EXHIBITS

     The exhibits listed on the accompanying Exhibit  Index are  filed  or
incorporated by reference as part of this Registration Statement.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities Act of 1933, the
Registrant  certifies  that  it  has reasonable grounds to believe that it
meets all of the requirements  for filing on  Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha,  Nebraska on the 26th day
of February, 2003.

                                        WERNER ENTERPRISES, INC.

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

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in  the capacities  and
on the dates indicated.
Signature                    Position                Date
        ---------                    --------                ----
/s/ Clarence L. Werner      Chairman of the Board,     February 26, 2003
  ------------------------    Chief Executive Officer
  Clarence L. Werner          and Director

  /s/ Gary L. Werner          Vice Chairman and          February 26, 2003
  ------------------------    Director
  Gary L. Werner

  /s/ Curtis G. Werner        Vice Chairman -            February 26, 2003
  ------------------------    Corporate Development
  Curtis G. Werner            and Director

  /s/ Gregory L. Werner       President, Chief           February 26, 2003
  ------------------------    Operating Officer and
  Gregory L. Werner           Director

  /s/ John J. Steele          Vice President,            February 26, 2003
  ------------------------    Treasurer and Chief
  John J. Steele              Financial Officer

  /s/ James L. Johnson        Vice President,            February 26, 2003
  ------------------------    Controller and Corporate
  James L. Johnson            Secretary

  /s/ Irving B. Epstein       Director                   February 26, 2003
  ------------------------
  Irving B. Epstein

  /s/ Gerald H. Timmerman     Director                   February 26, 2003
  ------------------------
  Gerald H. Timmerman

  /s/ Jeffrey G. Doll         Director                   February 26, 2003
  ------------------------
  Jeffrey G. Doll

  /s/ Michael L. Steinbach    Director                   February 26, 2003
  ------------------------
  Michael L. Steinbach

  /s/ Kenneth M. Bird         Director                   February 26, 2003
  ------------------------
  Kenneth M. Bird
EXHIBIT INDEX
Exhibit                                  Page Number or Incorporated by
  Number           Description                      Reference to
  -------          -----------             ------------------------------
4.1(A)     Revised and Amended             Exhibit 3 to Registration
             Articles of Incorporation       Statement on Form S-1,
                                             Registration No. 33-5245
  4.1(B)     Articles of Amendment to        Exhibit 3(i) to the
             Articles of Incorporation       Company's report on Form
                                             10-Q for the quarter
                                             ended May 31, 1994
  4.1(C)     Articles of Amendment to        Exhibit 3(i) to the Company's
             Articles of Incorporation       report on Form 10-K for the
                                             year ended December 31, 1998
  4.2        Revised and Amended By-Laws     Exhibit 3(ii) to the Company's
                                             report on Form 10-K for the
                                             year ended December 31, 1994
  4.3        Werner Enterprises, Inc.        Filed herewith
             Amended and Restated Stock
             Option Plan
  5          Opinion of Baird, Holm,         Filed herewith
             McEachen, Pedersen, Hamann
             & Strasheim LLP regarding
             legality of common stock
  23.1       Consent of Baird, Holm,         Filed herewith (included in
             McEachen, Pedersen, Hamann      Exhibit 5)
             & Strasheim LLP
  23.2       Consent of KPMG LLP             Filed herewith