AMENDMENT NO. TWO TO VOTING TRUST AGREEMENT OF MARCH 3, 1986

     THIS AMENDMENT NO. TWO TO VOTING TRUST AGREEMENT made this 23rd day of
September, 1991, by and between, Gary L. Werner, Gregory L. Werner, Gail
Werner Robertson, and Curtis G. Werner, hereinafter referred to as
"Stockholders", and Clarence L. Werner, hereinafter referred to as  "Trustee".

     WHEREAS, Stockholders do own stock in Werner Enterprises, Inc., a
Nebraska corporation, and did on March 3, 1986, enter into a Voting Trust
Agreement, which subjected the following shares (the "Shares") of stock to
said Agreement:

      Stockholder             Number of Shares

      Gary L. Werner                  339,900
      Gregory L. Werner               339,900
      Gail Werner Robertson           339,900
      Curtis G. Werner                339,900

      TOTAL                         1,359,600

and

     WHEREAS, said Voting Trust Agreement was amended March 18, 1991 by
providing that Trustee was to sell 130,000 shares of Gary L. Werner and
10,000 shares of Gregory L. Werner, which resulted in stock subject to the
Voting Trust Agreement as follows:

      Stockholder             Number of Shares

      Gary L. Werner                  209,900
      Gregory L. Werner               329,900
      Gail Werner Robertson           339,900
      Curtis G. Werner                339,900

      TOTAL                         1,219,600

and

     WHEREAS, said Voting Trust Agreement restricts the right of sale of stock.

     NOW, THEREFORE, IN C0NSIDERATION OF THEIR MUTUAL PROMISES, it is agreed
as follows:

     1.  Clarence L. Werner, Trustee, is authorized by the Stockholders to
sell (a) 100,000 shares of common stock of Werner Enterprises, Inc. held for
the benefit of Gary L. Werner, and (b) 100,000 shares of common stock of
Werner Enterprises, Inc. held for the benefit of Gregory L. Werner, and (c)
100,000 shares of common stock of Werner Enterprises, Inc. held for the
benefit of Gail Werner Robertson, and (d) 100,000 shares of common stock of
Werner Enterprises, Inc. held for the benefit of Curtis G. Werner.

     2.  All stockholders release and waive their right of first refusal to
acquire common stock being sold, and do further consent to the sale of said
common stock, and the resultant consequences upon the voting power of the
Voting Trust Agreement.
     
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     3.  All other terms and conditions not hereinabove amended, of Voting
Trust Agreement executed March 3, 1986. shall remain in full force and effect.

     4.  This Agreement shall be binding upon all personal representatives,
heirs, successors and assigns of all parties hereto.

     IN WITNESS WHEREOF, Trustee and Stockholders hereby execute this
Agreement and so state the number of shares of common stock of Werner
Enterprises, Inc. that remains subject to the terms of the Voting Trust
Agreement executed March 3, 1986.

     DATED this 23rd day of September, 1991, at Omaha, Nebraska.

TRUSTEE:

/s/ Clarence L. Werner
_______________________________
Clarence L. Werner


STOCKHOLDERS:                              NO. OF SHARES

/s/ Gary L. Werner
_______________________________
Gary L. Werner                                109,900

/s/ Gregory L. Werner
_______________________________
Gregory L. Werner                             229,900

/s/ Gail Werner Robertson
_______________________________                
Gail Werner Robertson                         239,900

/s/ Curtis G. Werner
_______________________________
Curtis G. Werner                              239,900 


                                              819,600
















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