UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 SCHEDULE 13G

                  Under the Securities Exchange Act of 1934
                              (Amendment No. 4)*

                           WERNER ENTERPRISES, INC.
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                              (Name of Issuer)


                                COMMON STOCK
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                       (Title of Class of Securities)


                                 950755108
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                               (CUSIP Number)


                             December 31, 2010
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           (Date of Event Which Requires Filing of this Statement)

Check  the  appropriate  box to designate the rule  pursuant  to  which  this
schedule is filed.

[ ]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[X]  Rule 13d-1(d)

*The  remainder  of  this  cover page shall be filled  out  for  a  reporting
person's  initial  filing on this form with respect to the subject  class  of
securities,  and  for any subsequent amendment containing  information  which
would alter the disclosures provided in a prior cover page.

The  information required in the remainder of this cover page  shall  not  be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act  of  1934 ("Act") or otherwise subject to the liabilities of that section
of  the Act but shall be subject to all other provisions of the Act (however,
see the Notes).





CUSIP No.  950755108                                            Page 2 of 4


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1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only).
     GREGORY L. WERNER

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2.   Check the Appropriate Box if a Member of a Group
        (a) [ ]
        (b) [ ]

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3.   SEC Use Only

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4.   Citizenship or Place of Organization:          UNITED STATES OF AMERICA

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Number of                     5.  Sole Voting Power            3,402,961 (1)
Shares                        ----------------------------------------------
Beneficially                  6.  Shared Voting Power                  0
Owned by                      ----------------------------------------------
Each                          7.  Sole Dispositive Power       3,402,961 (1)
Reporting                     ----------------------------------------------
Person With                   8.  Shared Dispositive Power             0
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9.   Aggregate Amount Beneficially Owned by Each Reporting
     Person                                                    3,462,961 (1)

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10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares:   [ ]

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11.  Percent of Class Represented by Amount in Row (9):             4.8% (2)

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12.  Type of Reporting Person:                                        IN

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      (1)  Includes  (i) 3,302,961 shares owned by Mr. Werner directly,  (ii)
100,000 shares underlying stock options which are exercisable within 60  days
of the reporting date, and (iii) 60,000 shares of restricted stock granted to
Mr.  Werner subject to certain service-based vesting provisions.  Mr.  Werner
does  not  have  any voting or dispositive power with respect to  his  60,000
shares of restricted stock until such stock fully vests.
      (2)  The percentage of the Common Stock beneficially owned is based  on
72,804,998   shares,  which  includes  72,644,998  shares  of  Common   Stock
outstanding as of December 31, 2010, 100,000 shares underlying stock  options
which are exercisable within 60 days of the reporting date, and 60,000 shares
of unvested restricted stock.



CUSIP No.  950755108                                            Page 3 of 4


Item 1.
         (a)  Name of Issuer
              Werner Enterprises, Inc.
         (b)  Address of Issuer's Principal Executive Offices
              14507 Frontier Road
              Omaha, NE 68138
Item 2.
         (a)  Name of Person Filing
              Gregory L. Werner
         (b)  Address of Principal Business Office or, if none, Residence
              14507 Frontier Road
              Omaha, NE 68138
         (c)  Citizenship
              United States of America
         (d)  Title of Class of Securities
              Common Stock
         (e)  CUSIP Number
              950755108

Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
         (c), check whether the person filing is a:

         Not Applicable

Item 4.  Ownership.

          The  following  sets forth certain information as of  December  31,
2010,  with  respect to the beneficial ownership of the Common Stock  by  the
Reporting Person.
       (a) Amount beneficially owned:                          3,462,961 (1)
       (b) Percent of class:                                        4.8% (2)
       (c) Number of shares as to which such person has:
           (i)   Sole power to vote or to direct the vote:     3,402,961 (1)
           (ii)  Shared power to vote or to direct the vote:           0
           (iii) Sole power to dispose or to direct the
                 disposition of:                               3,402,961 (1)
           (iv)  Shared power to dispose or to direct the
                 disposition of:                                       0

      (1)  Includes  (i) 3,302,961 shares owned by Mr. Werner directly,  (ii)
100,000 shares underlying stock options which are exercisable within 60  days
of the reporting date, and (iii) 60,000 shares of restricted stock granted to
Mr.  Werner subject to certain service-based vesting provisions.  Mr.  Werner
does  not  have  any voting or dispositive power with respect to  his  60,000
shares of restricted stock until such stock fully vests.



CUSIP No.  950755108                                            Page 4 of 4

      (2)  The percentage of the Common Stock beneficially owned is based  on
72,804,998   shares,  which  includes  72,644,998  shares  of  Common   Stock
outstanding as of December 31, 2010, 100,000 shares underlying stock  options
which are exercisable within 60 days of the reporting date, and 60,000 shares
of unvested restricted stock.

Item 5.  Ownership of Five Percent or Less of a Class.

          If  this statement is being filed to report the fact that as of the
date  hereof  the reporting person has ceased to be the beneficial  owner  of
more than five percent of the class of securities, check the following [X].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         Not Applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on By the Parent Holding Company or
         Control Person.

         Not Applicable

Item 8.  Identification and Classification of Members of the Group.

         Not Applicable

Item 9.  Notice of Dissolution of Group.

         Not Applicable

Item 10. Certification.

         Not Applicable

                                  SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief,  I
certify  that  the information set forth in this statement is true,  complete
and correct.

                                                     February 14, 2011
                                               -----------------------------
                                                            Date

                                                   /s/ Gregory L. Werner
                                               -----------------------------
                                                         Signature

                                                Gregory L. Werner, President
                                                and Chief Executive Officer
                                               -----------------------------
                                                       Name and Title