EXHIBIT 3(i)(D)


                      ARTICLES OF AMENDMENT
                               TO
                    ARTICLES OF INCORPORATION
                               OF
                    WERNER ENTERPRISES, INC.

      KNOW  ALL  MEN  BY  THESE PRESENTS, that  the  Articles  of
Incorporation of Werner Enterprises, Inc., have been  amended  in
accordance with the Nebraska Business Act, Section 21-20,118,  in
the following respect:

                               I.

     The name of the corporation is WERNER ENTERPRISES, INC., and
the effective date of its incorporation is September 14, 1982.

                              II.

      Article X of the Articles of Incorporation has been amended
to read as follows:

                           "ARTICLE X

      The  Board  of Directors of the Corporation may be  divided
into two or three classes, each class to consist of not less than
two, nor more than five, directors, and to be as nearly equal  in
number  as possible.  The number of classes of directors and  the
terms  of  office for directors in each such class shall  be  set
forth in the Bylaws of the Corporation.

      Any vacancy in the office of a director shall be filled  by
the  vote of the remaining directors, even if less than a quorum,
or  by  the sole remaining director.  The director class  of  any
directors  chosen  to fill vacancies shall be designated  by  the
Board  and  such  directors  shall hold  office  until  the  next
election of directors of the class of which they are a member and
until their successors shall be elected and qualified.

      Any  newly created directorship resulting from any increase
in  the  number  of  directors may be  filled  by  the  Board  of
Directors, acting by a majority of the directors then in  office,
even if less than a quorum, or by a sole remaining director.  The
director  class  of  any directors chosen to fill  newly  created
directorships shall be designated by the Board and such directors
shall  hold  office until the next election of directors  of  the
class of which they are a member and until their successors shall
be elected and qualified."



                              III.

      The  date of adoption of this amendment by the shareholders
was May 10, 2005.
                              IV.

      The  corporation has one class of shares and each share  is
entitled  to  one  vote; the number of shares of the  corporation
outstanding  at the time of such adoption was 79,420,150  shares;
and the number of shares entitled to vote thereon was 79,420,150.




                               V.

      The  number  of  shares  voting  for  such  amendment  were
47,190,652  shares; and the number of shares voted  against  such
amendment were 28,169,697 shares.

                              VI.

        The    amendment   does   not   provide   for   exchange,
reclassification, or cancellation of issued shares.

     Dated at Omaha, Nebraska on this 10th day of May, 2005.

ATTEST:

/s/ James L. Johnson	      /s/ Richard S. Reiser
____________________________  ____________________________
James L. Johnson                  Richard S. Reiser
Secretary                         Executive Vice-President

STATE OF NEBRASKA   )
                    ) ss.
COUNTY OF SARPY     )

      On  the  10th day of May, 2005, before me, the  undersigned
Notary Public, personally came Richard S. Reiser, Executive Vice-
President  of  Werner Enterprises, Inc., and  James  L.  Johnson,
Secretary  of  Werner Enterprises, Inc., to me known  to  be  the
identical  persons  whose  names are  affixed  to  the  foregoing
instrument  and acknowledged the execution thereof  to  be  their
voluntary act and deed.

      Subscribed  and sworn to before me on the  day  last  above
written.


                              /s/ Stefanie Nelsen
                              ___________________________________
                              Notary Public