Exhibit 31.2

                  RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, John J. Steele, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Werner
     Enterprises, Inc.;

2.   Based  on  my  knowledge,  this report does  not  contain  any  untrue
     statement  of a  material fact  or  omit  to  state  a  material  fact
     necessary  to make  the statements made, in light of the circumstances
     under which such  statements were made, not misleading with respect to
     the period covered by this report;

3.   Based  on  my knowledge, the financial statements, and other financial
     information  included in this report, fairly present  in  all material
     respects the financial condition, results of operations and cash flows
     of the registrant  as  of,  and for,  the periods  presented  in  this
     report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls  and  procedures  (as
     defined  in Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
     registrant and have:

     a)   Designed such disclosure controls and procedures, or caused  such
          disclosure  controls  and  procedures  to be  designed under  our
          supervision,  to ensure that material information relating to the
          registrant,  including  its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly during
          the period in which this report is being prepared;

     b)   Evaluated  the  effectiveness  of  the   registrant's  disclosure
          controls  and  procedures  and   presented  in  this  report  our
          conclusions   about  the   effectiveness  of  the   controls  and
          procedures,  as  of the  end of the period covered by this report
          based on such evaluation;  and

     c)   Disclosed in this report any change in the registrant's  internal
          control  over   financial  reporting  that  occurred  during  the
          registrant's  most recent fiscal quarter (the registrant's fourth
          fiscal  quarter  in  the  case  of  an  annual  report)  that has
          materially  affected,  or  is  reasonably  likely  to  materially
          affect,   the   registrant's   internal  control  over  financial
          reporting; and

5.   The  registrant's  other certifying officer(s) and I  have  disclosed,
     based on our most recent evaluation of internal control over financial
     reporting,  to  the registrant's auditors and the audit  committee  of
     registrant's board of directors (or persons performing the  equivalent
     functions):

     a)   All  significant  deficiencies  and  material  weaknesses  in the
          design  or operation of internal control over financial reporting
          which are  reasonably likely to adversely affect the registrant's
          ability  to  record,  process,  summarize  and  report  financial
          information; and

     b)   Any  fraud,  whether or not material, that involves management or
          other  employees  who have a significant role in the registrant's
          internal control over financial reporting.


Date:   August 5, 2003
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/s/ John J. Steele
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John J. Steele
Vice President, Treasurer and Chief Financial Officer