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)    Paragraph  omitted  pursuant  to  SEC  Release  Nos.  33-8238  and
           34-47986

     c)    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

     d)    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:   May 3, 2004
        ---------------------

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