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


     THIS AMENDMENT NO. THREE TO VOTING TRUST AGREEMENT made this 21st day of
October, 1991, by and between Gary L. Werner, Gregory L. Werner, Gail Werner
Robertson, 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 Agreement has been heretofore amended by providing
that the Trustee was to sell certain shares of Stockholders so that the
present stock subject to the Voting Trust Agreement is as follows:

      Stockholder                   Number of Shares

      Gary L. Werner                     109,900
      Gregory L. Werner                  229,900
      Gail Werner Robertson              239,900
      Curtis G. Werner                   239,900
      
      TOTAL                              819,600

and

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

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

     1.  Clarence L. Werner, Trustee, is authorized by the Stockholders to
sell shares of stock in such amount as determined by Trustee, but not more
than 28,750 shares for the benefit of each of Gary L. Werner, Gregory L.
Werner, Gail Werner Robertson and 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.

     3.  All other terms and conditions not herein above amended, of Voting
Trust Agreement executed March 3, 1986, shall remain in full force and
effect.      

                                      27

     4.  This Agreement shall be binding upon all personal representatives,
heirs, successors and assigns of the 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 21st day of October, 1991, at Omaha, Nebraska.

TRUSTEE:

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

STOCKHOLDERS:                           NO. OF SHARES

/s/ Gary L. Werner
_______________________________
Gary L. Werner                             81,150

/s/ Gregory L. Werner
_______________________________
Gregory L. Werner                         201,150

/s/ Gail Werner Robertson
_______________________________                
Gail Werner Robertson                     211,150

/s/ Curtis G. Werner
_______________________________
Curtis G. Werner                          211,150     

                          TOTAL           704,600

















   

                                    -2-        
                                    

                                      28