EXHIBIT 31.2

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

I, John J. Steele, certify that:

1. I have  reviewed this  annual report  on Form 10-K 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))  and  internal
   control  over financial reporting (as defined in Exchange Act Rules  13a-
   15(f) and 15d-15(f)) 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) Designed such internal  control  over  financial  reporting, or caused
      such internal control over financial reporting  to be  designed  under
      our  supervision,  to  provide  reasonable  assurance  regarding   the
      reliability of financial  reporting  and the preparation of  financial
      statements for external purposes in accordance with generally accepted
      accounting principles;

   c) Evaluated  the  effectiveness of  the registrant's disclosure controls
      and  procedures and presented in this report our conclusions about the
      effectiveness  of the disclosure  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  the
   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:  February 15, 2005
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/s/ John J. Steele
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John J. Steele
Senior Vice President, Treasurer and Chief Financial Officer