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:   August 2, 2004
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/s/ John J. Steele
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John J. Steele
Vice President, Treasurer and Chief Financial Officer