<PAGE>

  As filed with the Securities and Exchange Commission on September 28, 1999.
                                                      Registration No. 333-_____

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              ___________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ___________________

                     FROZEN FOOD EXPRESS INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

                  Texas                                    75-1031831
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                           1145 Empire Central Place
                           Dallas, Texas 75247-4309
         (Address, including zip code, of principal executive offices)

           Frozen Food Express Industries, Inc. 401(k) Savings Plan
                           (Full title of the plan)

                             Stoney M. Stubbs, Jr.
                     Frozen Food Express Industries, Inc.
                           1145 Empire Central Place
                           Dallas, Texas 75247-4309
                                (214)-630-8090
(Name, address, and telephone number, including area code, of agent for service)

                                   Copy To:
                                Alan G. Harvey
                               Baker & McKenzie
                         2001 Ross Avenue, Suite 4500
                              Dallas, Texas 75201

                              ___________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================
                                                                              Proposed
                                                                               maximum
                                                            Proposed          aggregate
  Title of securities to be           Amount to be      maximum offering       offering        Amount of
       registered (1)                 registered       price per share(2)      price(2)     registration fee
-------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                    <C>           <C>
 Common Stock, $1.50 par value     1,500,000 Shares          $5.71875         $8,578,125         $2,385
=============================================================================================================
</TABLE>

(1)  The shares of common stock of Frozen Food Express Industries, Inc. (the
     "Company"), $1.50 par value per share (the "Common Stock"), being
     registered hereby relate to the Company's 401(k) Savings Plan (the "Plan").
     Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act"), there are also being registered such
     additional shares of Common Stock as may become issuable pursuant to the
     anti-dilution provisions of the Plan. In addition, pursuant to Rule 416(c)
     under the Securities Act, this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
     basis of the average of the high and low sale prices of the Common Stock on
     September 24, 1999, as reported on the Nasdaq National Market System.
<PAGE>

                                    PART I
                 INFORMATION REQUIRED IN THE 10(a) PROSPECTUS


     The information specified by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act and the introductory Note to Part I of Form S-8.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Company and the Plan hereby incorporate by reference into this
registration statement the following documents filed with the Securities and
Exchange Commission (the "Commission"):

     a.   the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as filed with the Commission on March 26, 1999 (File No. 001-
10006), and as amended on June 29, 1999 (File No. 001-10006);

     b.   the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, as filed with the Commission on May 14, 1999 (File No. 001-
10006);

     c.   the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999, as filed with the Commission on August 13, 1999 (File No. 001-10006);

     d.   the description of the Common Stock contained in the Company's Form 8-
A filed on April 26, 1972 (SEC File No. 0-6200), for registration of the Common
Stock pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     In addition, all documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
herein or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Officers and Directors.

     The Company is empowered by Art. 2.02-1 of the Texas Business Corporation
Act, subject to the procedures and limitations stated therein, to indemnify any
person who was, is or is threatened to be made a named

                                     II-1
<PAGE>

defendant or respondent in a proceeding because the person is or was a director
or officer against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses (including court costs and attorneys'
fees) actually incurred by the person in connection with the proceeding. The
Company is required by Art. 2.02-1 to indemnify a director or officer against
reasonable expenses (including court costs and attorneys' fees) incurred by him
in connection with a proceeding in which he is a named defendant or respondent
because he is or was a director or officer if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.

     Article Twelve of the Company's Articles of Incorporation provides that, to
the full extent permitted by Texas law, the Company is required to indemnify any
director or officer against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses (including court costs and
attorneys' fees) actually incurred by any such person who was, is or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director or officer and is required to advance to such
person reasonable expenses incurred by him in connection therewith.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

In lieu of an opinion of counsel concerning compliance with the requirements of
ERISA or an Internal Revenue Service ("IRS") determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code, the registrant
hereby undertakes that it will submit or has submitted the Plan and any
amendment thereto to the IRS in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.

The following are filed as exhibits to this Registration Statement:

Exhibit No.    Description
----------     -----------

4.1            Articles of Incorporation of the Company, as amended
               (incorporated herein by reference from Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, SEC File No. 1-10006).

4.2            Bylaws of the Company, as amended (incorporated herein by
               reference from Exhibit 3.2 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 1998, SEC File No. 1-
               10006).

4.3            Frozen Food Express Industries, Inc., 401(k) Savings Plan
               (incorporated herein by reference from Exhibit 10.16 to the
               Company's Annual Report on Form 10-K/A for the fiscal year ended
               December 31, 1998, SEC File No. 1-10006).

5              Opinion of Baker & McKenzie*

23.1           Consent of Baker & McKenzie (See Exhibit 5)*

23.2           Consent of Arthur Andersen LLP*

24             Power of Attorney (included on the signature page of the
               Registration Statement)*

* filed herewith

                                     II-2
<PAGE>

Item 9.   Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this Registration
                     Statement.

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in this Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
          section do not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to Section 13 or Section
          15(d) of the Exchange Act, that are incorporated by reference in this
          Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to section 15(d) of the Exchange
          Act) that is incorporated by reference in the registration statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

     C.   Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                           (Signature Page Follows)

                                     II-3
<PAGE>

                                  SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 24, 1999.



                                        Frozen Food Express Industries, Inc.


                                        By:  /s/ F. DIXON MCELWEE, JR.
                                           -------------------------------------
                                             F. Dixon McElwee, Jr.
                                             Senior Vice President


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes Stoney M.
Stubbs, Jr. and F. Dixon McElwee, Jr. to file one or more amendments (including
post-effective amendments) to this registration statement, which amendments may
make such changes in this registration statement as either of them deems
appropriate, and each such person hereby appoints Stoney M. Stubbs, Jr. and F.
Dixon McElwee, Jr., and each of them, as attorney-in-fact to execute in the name
and on behalf of the Company and any such person, individually and in each
capacity stated below, any such amendments to this registration statement.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

          Name                           Title                       Date
          ----                           -----                       ----

/s/ STONEY M. STUBBS, JR.        Chairman of the Board        September 24, 1999
----------------------------
Stoney M. Stubbs, Jr.            and President (Principal
                                 Executive Officer)


/s/ F. DIXON MCELWEE, JR.        Senior Vice President        September 24, 1999
----------------------------
F. Dixon McElwee, Jr.            and Director (Principal
                                 Financial and Accounting
                                 Officer)


/s/ CHARLES G. ROBERTSON         Executive Vice President     September 24, 1999
----------------------------
Charles G. Robertson             and Director


/s/ EDGAR O. WELLER              Vice Chairman of the Board   September 24, 1999
----------------------------
Edgar O. Weller                  of Directors

                                     II-4
<PAGE>

/s/ W. MIKE BAGGETT                Director                 September 24, 1999
----------------------------
W. Mike Baggett


/s/ BRIAN R. BLACKMARR             Director                 September 24, 1999
----------------------------
Brian R. Blackmarr


/s/ LEROY HALLMAN                  Director                 September 24, 1999
----------------------------
Leroy Hallman


/s/ T. MICHAEL O'CONNOR            Director                 September 24, 1999
----------------------------
T. Michael O'Connor

     The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on September
24, 1999.


                                        Frozen Food Express Industries, Inc.
                                        401(k) Savings Plan



                                        By: /s/ F. DIXON MCELWEE, JR.
                                           -------------------------------------
                                            F. Dixon McElwee, Jr
                                            Senior Vice President and Director
                                            (Principal Financial and Accounting
                                            Officer)

                                     II-5
<PAGE>

                                 Exhibit Index

     Exhibit No.      Description
     -----------      -----------

     4.1              Articles of Incorporation of the Company, as amended
                      (incorporated herein by reference from Exhibit 3.1 to the
                      Company's Annual Report on Form 10-K for the fiscal year
                      ended December 31, 1993, SEC File No. 1-10006).

     4.2              Bylaws of the Company, as amended (incorporated herein by
                      reference from Exhibit 3.2 to the Company's Annual Report
                      on Form 10-K for the fiscal year ended December 31, 1998,
                      SEC File No. 1-10006).

     4.3              Frozen Food Express Industries, Inc., 401(k) Savings Plan
                      (incorporated herein by reference from Exhibit 10.16 to
                      the Company's Annual Report on Form 10-K/A for the fiscal
                      year ended December 31, 1998, SEC File No. 1-10006).

     5                Opinion of Baker & McKenzie*

     23.1             Consent of Baker & McKenzie (See Exhibit 5)*

     23.2             Consent of Arthur Andersen LLP*

     24               Power of Attorney (included on the signature page of the
                      Registration Statement)*

* filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20050}]
{"company-data": {"conformed-name": "FROZEN FOOD EXPRESS INDUSTRIES INC", "cik": "0000039273", "assigned-sic": "4213", "irs-number": "751301831", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87915", "film-number": "99718239"}, "business-address": {"street1": "1145 EMPIRE CENTRAL PLACE", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146308090"}}
As filed with the Securities and Exchange Commission on September 28, 1999.
                                                      Registration No. 333-_____

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              ___________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ___________________

                     FROZEN FOOD EXPRESS INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

                  Texas                                    75-1031831
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                           1145 Empire Central Place
                           Dallas, Texas 75247-4309
         (Address, including zip code, of principal executive offices)

           Frozen Food Express Industries, Inc. 401(k) Savings Plan
                           (Full title of the plan)

                             Stoney M. Stubbs, Jr.
                     Frozen Food Express Industries, Inc.
                           1145 Empire Central Place
                           Dallas, Texas 75247-4309
                                (214)-630-8090
(Name, address, and telephone number, including area code, of agent for service)

                                   Copy To:
                                Alan G. Harvey
                               Baker & McKenzie
                         2001 Ross Avenue, Suite 4500
                              Dallas, Texas 75201

                              ___________________

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                                              Proposed
                                                                               maximum
                                                            Proposed          aggregate
  Title of securities to be           Amount to be      maximum offering       offering        Amount of
       registered (1)                 registered       price per share(2)      price(2)     registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $1.50 par value     1,500,000 Shares          $5.71875         $8,578,125         $2,385
=============================================================================================================
(1)  The shares of common stock of Frozen Food Express Industries, Inc. (the
     "Company"), $1.50 par value per share (the "Common Stock"), being
     registered hereby relate to the Company's 401(k) Savings Plan (the "Plan").
     Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act"), there are also being registered such
     additional shares of Common Stock as may become issuable pursuant to the
     anti-dilution provisions of the Plan. In addition, pursuant to Rule 416(c)
     under the Securities Act, this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     Plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
     basis of the average of the high and low sale prices of the Common Stock on
     September 24, 1999, as reported on the Nasdaq National Market System.
PART I
                 INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

     The information specified by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act and the introductory Note to Part I of Form S-8.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The Company and the Plan hereby incorporate by reference into this
registration statement the following documents filed with the Securities and
Exchange Commission (the "Commission"):

     a.   the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as filed with the Commission on March 26, 1999 (File No. 001-
10006), and as amended on June 29, 1999 (File No. 001-10006);

     b.   the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, as filed with the Commission on May 14, 1999 (File No. 001-
10006);

     c.   the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999, as filed with the Commission on August 13, 1999 (File No. 001-10006);

     d.   the description of the Common Stock contained in the Company's Form 8-
A filed on April 26, 1972 (SEC File No. 0-6200), for registration of the Common
Stock pursuant to Section 12(g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

     In addition, all documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
herein or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Officers and Directors.

     The Company is empowered by Art. 2.02-1 of the Texas Business Corporation
Act, subject to the procedures and limitations stated therein, to indemnify any
person who was, is or is threatened to be made a named

                                     II-1
defendant or respondent in a proceeding because the person is or was a director
or officer against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses (including court costs and attorneys'
fees) actually incurred by the person in connection with the proceeding. The
Company is required by Art. 2.02-1 to indemnify a director or officer against
reasonable expenses (including court costs and attorneys' fees) incurred by him
in connection with a proceeding in which he is a named defendant or respondent
because he is or was a director or officer if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.

     Article Twelve of the Company's Articles of Incorporation provides that, to
the full extent permitted by Texas law, the Company is required to indemnify any
director or officer against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses (including court costs and
attorneys' fees) actually incurred by any such person who was, is or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director or officer and is required to advance to such
person reasonable expenses incurred by him in connection therewith.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

In lieu of an opinion of counsel concerning compliance with the requirements of
ERISA or an Internal Revenue Service ("IRS") determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code, the registrant
hereby undertakes that it will submit or has submitted the Plan and any
amendment thereto to the IRS in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.

The following are filed as exhibits to this Registration Statement:

Exhibit No.    Description
----------     -----------

4.1            Articles of Incorporation of the Company, as amended
               (incorporated herein by reference from Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, SEC File No. 1-10006).

4.2            Bylaws of the Company, as amended (incorporated herein by
               reference from Exhibit 3.2 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 1998, SEC File No. 1-
               10006).

4.3            Frozen Food Express Industries, Inc., 401(k) Savings Plan
               (incorporated herein by reference from Exhibit 10.16 to the
               Company's Annual Report on Form 10-K/A for the fiscal year ended
               December 31, 1998, SEC File No. 1-10006).

5              Opinion of Baker & McKenzie*

23.1           Consent of Baker & McKenzie (See Exhibit 5)*

23.2           Consent of Arthur Andersen LLP*

24             Power of Attorney (included on the signature page of the
               Registration Statement)*

* filed herewith

                                     II-2
Item 9.   Undertakings.

     A.   The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this Registration
                     Statement.

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in this Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
          section do not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to Section 13 or Section
          15(d) of the Exchange Act, that are incorporated by reference in this
          Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to section 15(d) of the Exchange
          Act) that is incorporated by reference in the registration statement
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

     C.   Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                           (Signature Page Follows)

                                     II-3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 24, 1999.

                                        Frozen Food Express Industries, Inc.

                                        By:  /s/ F. DIXON MCELWEE, JR.
                                           -------------------------------------
                                             F. Dixon McElwee, Jr.
                                             Senior Vice President

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes Stoney M.
Stubbs, Jr. and F. Dixon McElwee, Jr. to file one or more amendments (including
post-effective amendments) to this registration statement, which amendments may
make such changes in this registration statement as either of them deems
appropriate, and each such person hereby appoints Stoney M. Stubbs, Jr. and F.
Dixon McElwee, Jr., and each of them, as attorney-in-fact to execute in the name
and on behalf of the Company and any such person, individually and in each
capacity stated below, any such amendments to this registration statement.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

          Name                           Title                       Date
          ----                           -----                       ----

/s/ STONEY M. STUBBS, JR.        Chairman of the Board        September 24, 1999
----------------------------
Stoney M. Stubbs, Jr.            and President (Principal
                                 Executive Officer)

/s/ F. DIXON MCELWEE, JR.        Senior Vice President        September 24, 1999
----------------------------
F. Dixon McElwee, Jr.            and Director (Principal
                                 Financial and Accounting
                                 Officer)

/s/ CHARLES G. ROBERTSON         Executive Vice President     September 24, 1999
----------------------------
Charles G. Robertson             and Director

/s/ EDGAR O. WELLER              Vice Chairman of the Board   September 24, 1999
----------------------------
Edgar O. Weller                  of Directors

                                     II-4
/s/ W. MIKE BAGGETT                Director                 September 24, 1999
----------------------------
W. Mike Baggett

/s/ BRIAN R. BLACKMARR             Director                 September 24, 1999
----------------------------
Brian R. Blackmarr

/s/ LEROY HALLMAN                  Director                 September 24, 1999
----------------------------
Leroy Hallman

/s/ T. MICHAEL O'CONNOR            Director                 September 24, 1999
----------------------------
T. Michael O'Connor

     The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on September
24, 1999.

                                        Frozen Food Express Industries, Inc.
                                        401(k) Savings Plan

                                        By: /s/ F. DIXON MCELWEE, JR.
                                           -------------------------------------
                                            F. Dixon McElwee, Jr
                                            Senior Vice President and Director
                                            (Principal Financial and Accounting
                                            Officer)

                                     II-5
Exhibit Index

     Exhibit No.      Description
     -----------      -----------

     4.1              Articles of Incorporation of the Company, as amended
                      (incorporated herein by reference from Exhibit 3.1 to the
                      Company's Annual Report on Form 10-K for the fiscal year
                      ended December 31, 1993, SEC File No. 1-10006).

     4.2              Bylaws of the Company, as amended (incorporated herein by
                      reference from Exhibit 3.2 to the Company's Annual Report
                      on Form 10-K for the fiscal year ended December 31, 1998,
                      SEC File No. 1-10006).

     4.3              Frozen Food Express Industries, Inc., 401(k) Savings Plan
                      (incorporated herein by reference from Exhibit 10.16 to
                      the Company's Annual Report on Form 10-K/A for the fiscal
                      year ended December 31, 1998, SEC File No. 1-10006).

     5                Opinion of Baker & McKenzie*

     23.1             Consent of Baker & McKenzie (See Exhibit 5)*

     23.2             Consent of Arthur Andersen LLP*

     24               Power of Attorney (included on the signature page of the
                      Registration Statement)*

* filed herewith