Exhibit 10.1


            [LETTERHEAD OF WERNER ENTERPRISES, INC.]










          Notice of Grant of Nonqualified Stock Option
          --------------------------------------------


Date
- ----


Recipient Name
- --------------

     At  the direction  of the Compensation Committee of the
Board  of  Directors (the Committee) of Werner  Enterprises,
Inc., you are hereby notified that the Committee has granted
to  you an option, pursuant to the Werner Enterprises,  Inc.
Equity  Plan (the Plan) adopted by the Company  on  May  12,
1987,  ratified  and  approved by the  Stockholders  of  the
Company on June 9, 1987, as amended on May 3, 1994, February
8,  2000, May 9, 2000, February 25, 2003, May 11, 2004,  and
March 15, 2007.

     The  option granted to you is to purchase ______ shares
of  the  $.01 par value common stock of the Company  at  the
price  of $____ per share.  The date of grant of this option
is  the date of this notice, and it is the determination  of
the Committee that on this date the fair market value of the
Company's common stock was $____ per share.

     The Committee has established the following limitations
upon the exercise of this stock option granted to you:

          -     ____%  of the option may be exercised  after
          the  expiration of ____ months from  the  date  of
          this grant;

          -     an  additional ____% of this option  may  be
          exercised after the expiration of ____ months from
          the date of this grant;

          -     an  additional ____% of the  option  may  be
          exercised after the expiration of ____ months from
          the date of this grant;

          -     an  additional ____% of the  option  may  be
          exercised after the expiration of ____ months from
          the date of this grant;



          -     an  additional ____% of the  option  may  be
          exercised after the expiration of ____ months from
          the  date of this grant.  (i.e. all options  shall
          be  exercisable after the expiration of ____ years
          from the date of this grant.)


     I  enclose  a  copy of  the Plan governing  the  option
granted  to you, and your attention is directed to  all  the
                     ---------------------------------------
provisions of the Plan.  You will observe that the Plan does
- ----------------------
not  require  that  you  exercise  this  option  as  to  any
particular  number of shares at one time,  but  this  option
must be exercised, if at all and to the extent exercised, by
no  later than ten years and one day from the date  of  this
- ------------------------------------------------------------
grant.   You  should  also  note that  your  option  may  be
- -----
exercisable only by you at any time during your lifetime and
that  termination of your employment will affect your rights
to  exercise  options.  Also, your option is nontransferable
otherwise than as may be occasioned by your death  and  then
only  according to the terms of your will or by the laws  of
descent and distribution.

     At  the  time or times  when you wish to exercise  this
option,  in part or in whole, please refer to the provisions
of  the  Plan and the above limitations dealing with methods
and formalities of exercise of your option.



RECIPIENT:                     WERNER ENTERPRISES, INC.


___________________________    By __________________________
Recipient Name                    Name
- --------------                    ----
                                  Title
                                  -----

___________________________
Date









PLEASE SIGN AND RETURN BOTH PAGES OF THE ORIGINAL OF THIS
- ---------------------------------------------------------
NOTICE IMMEDIATELY TO:
- ---------------------

               RICHARD S. REISER
               Executive Vice-President
               & General Counsel

Retain the copy of this notice and the Werner Enterprises,
Inc. Equity Plan for your records.