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:   November 1, 2004
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/s/ John J. Steele
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John J. Steele
Senior Vice President, Treasurer and Chief Financial Officer