As filed with the Securities and Exchange Commission on October 17, 1997.
                                                  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 Identification No.)
      incorporation or organization)

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

                     Frozen Food Express Industries, Inc.
                  1992 Incentive and Nonstatutory Option 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 service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
    Title of                     Proposed maximum   Proposed maximum      Amount of
securities to be  Amount to be    offering price       aggregate        registration
 registered (1)    registered      per share(2)     offering price (2)       fee
<S>               <C>                 <C>             <C>                 <C>
Common Stock,     750,000 Shares      $9.59           $7,195,312.50       $2,180.40
$1.50 par value                                                    
</TABLE>
(1)   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 Frozen Food Express Industries, Inc. 1992  
Incentive  and Nonstatutory  Option 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.

(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 October 13, 1997, as reported on the Nasdaq National Market System.
<PAGE>
                                       
                          INCORPORATION BY REFERENCE

     The 750,000 shares of Common Stock being registered hereby shall be issued
under  the  Plan,  which was amended as of February 12, 1997, to  increase  the
number  of  shares  of  Common Stock available for  issuance  under  the  Plan.
Pursuant  to  Instruction  E  of  Form  S-8,  the  contents  of  the  Company's
Registration  Statement  on  Form S-8 as filed  with  Securities  and  Exchange
Commission  on  June  9,  1992, Registration No. 33-48494,  and  the  Company's
Registration  Statement on Form S-8 as filed with the Securities  and  Exchange
Commission  on  May  19, 1995, Registration No. 33-59461, are  incorporated  by
reference herein.

Item 8.          Exhibits.
                    
The following are filed as exhibits to this Registration Statement:
                        
<TABLE>          
<CAPTION>
Exhibit No.      Description
<S>              <C>
 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, 1991,  SEC
                 File No. 1-10006).
                 
 4.3             Frozen  Food  Express Industries, Inc.  1992  Incentive  and
                 Nonstatutory  Option Plan (incorporated herein by  reference
                 from Exhibit 4.3 to the Company's Registration Statement  on
                 Form S-8 (Reg. No. 33-48494)).
                 
 4.4             Amendment  to  Frozen  Food Express  Industries,  Inc.  1992
                 Incentive and Nonstatutory Option Plan.*
                 
 4.5             Amendment No. 2 to Frozen Food Express Industries, Inc. 1992
                 Incentive and Nonstatutory Option Plan.*
                 
 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).*
</TABLE>                 
* filed herewith
                 
                                     1
<PAGE>                                       

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 October 17, 1997.

                                   Frozen Food Express Industries, Inc.

                                   By:  /s/ STONEY M. STUBBS, JR.
                                        ------------------------------------
                                        Stoney M. Stubbs, Jr.
                                        Chairman of the Board, President and
                                        Chief Executive Officer

                               POWER OF ATTORNEY

      Each  person  whose signature appears below hereby authorizes  Stoney  M.
Stubbs,  Jr.  and Burl G. Cott 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
Burl G. Cott, 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  of  1933,  this
registration  statement  has  been  signed by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
          Name                          Title                     Date
-------------------------  --------------------------------  ---------------
<S>                        <C>                               <C>
/s/ STONEY M. STUBBS, JR.  Chairman of the Board, President  October 16, 1997
-------------------------  and Chief Executive Officer      
Stoney M. Stubbs, Jr.      (Principal Executive Officer)    
                                                            
/s/ EDGAR O. WELLER        Vice Chairman of the Board       October 16, 1997
-------------------------                                   
Edgar O. Weller                                             
                                                            
/s/ BURL G. COTT           Senior Vice President, Chief     October 16, 1997
-------------------------  Financial Officer and Director   
Burl G. Cott               (Principal Financial and         
                           Accounting Officer)              
                                                            
/s/ CHARLES G. ROBERTSON   Executive Vice President, Chief  October 16, 1997
-------------------------  Operating Officer and Director   
Charles G. Robertson                                        
                                                            
                                     2                      
<PAGE>

/s/ W. GROGAN LORD         Director                         October 16, 1997
-------------------------                                   
W. Grogan Lord                                              
                                                            
/s/ LEROY HALLMAN          Director                         October 16, 1997
-------------------------                                   
Leroy Hallman                                               
                                                            
/s/ BRIAN R. BLACKMARR     Director                         October 16, 1997
-------------------------                                   
Brian R. Blackmarr                                          
                                                            
/s/ T. MICHAEL O'CONNOR    Director                         October 16, 1997
-------------------------                                   
T. Michael O'Connor                                         
</TABLE>

                                       3
<PAGE>

                                 Exhibit Index
                                       
<TABLE>
<CAPTION>
Exhibit No.      Description                                        Page
-----------      -----------                                      --------
<S>              <C>                                                 <C>
 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, 1991, SEC  File
                 No. 1-10006).
                                                                  
 4.3             Frozen  Food  Express  Industries,  Inc.   1992  
                 Incentive   and   Nonstatutory   Option    Plan
                 (incorporated herein by reference from  Exhibit
                 4.3 to the Company's Registration Statement  on
                 Form S-8 (Reg. No. 33-48494)).
                                                                  
 4.4             Amendment  to  Frozen Food Express  Industries,      5
                 Inc.  1992  Incentive  and Nonstatutory  Option
                 Plan.*
                                                                  
 4.5             Amendment   No.  2  to  Frozen   Food   Express  
                 Industries,    Inc.    1992    Incentive    and      7
                 Nonstatutory Option Plan.*
                                                                  
 5               Opinion of Baker & McKenzie.*                        9
                                                                  
23.1             Consent of Baker & McKenzie (See Exhibit 5).*        9
                                                                  
23.2             Consent of Arthur Andersen LLP*                     11
                                                                  
24               Power  of  Attorney (included on the  signature  
                 page of the Registration Statement).*                2
                                                                  
* filed herewith
</TABLE>

                                       4
<PAGE>

                                  EXHIBIT 4.4
                                           
                                       5
<PAGE>

                                AMENDMENT NO. 1
                                     TO              
                     FROZEN FOOD EXPRESS INDUSTRIES, INC.      
                  1992 INCENTIVE AND NONSTATUTORY OPTION PLAN

     1.  Paragraph 2.1 of the Frozen Food Express Industries, Inc., 1992 
Incentive and Nonstatutory Option Plan (the "Plan") is hereby amended by 
replacing the  phrase "200,000 shares" in Paragrapph 2.1 of the Plan with the
phrase "1,005,555 shares".
        
     2.  The Plan is hereby amended by adding the following language immediately
after Paragraph 9.20 thereof.

     9.21  Limitation on Grants.  Notwithstanding any other provision contained
           ---------------------
     in the Plan, no employee of the Corporation or its subsidiaries may 
     receive in any one year options under the Plan to acquire in excess of
     100,000 (the "Annual Limit") shares of Stock; provided, however, that
     the Annual Limit shall be increased or decreased from time to time in
     such manner and at such time as the maximum number of shares of Stock
     available for the Plan (as provided in Paragraph 2.1 of the Plan) are
     increased or decreased.

     This Amendment No. 1 shall become effective as of February 4, 1994, if 
the Plan, as amended hereby, is approved by the affirmative vote of the holders
of the majority of the shares of Common Stock of Frozen Food Express Industries,
Inc., at its April 28, 1994, meeting of shareholders.

                                      6


<PAGE>

                                  EXHIBIT 4.5


                                       7
<PAGE>

                                AMENDMENT NO. 2
                                      TO
                     FROZEN FOOD EXPRESS INDUSTRIES, INC.
                  1992 INCENTIVE AND NONSTATUTORY OPTION PLAN


      1.    Paragraph  2.1  of  the Frozen Food Express Industries,  Inc.  1992
Incentive  and  Nonstatutory  Option Plan (the "Plan")  is  hereby  amended  by
replacing the phrase "1,005,555 shares" in Paragraph 2.1 of the Plan  with  the
phrase "2,006,944 shares."

     This Amendment No. 2 shall become effective as of February 12, 1997 if the
Plan, as amended hereby, is approved by the affirmative vote of the holders  of
the  majority of the shares of Common Stock of Frozen Food Express  Industries,
Inc. at its April 24, 1997 meeting of shareholders.

                                       8
<PAGE>
                                       
                                   EXHIBIT 5
                                       

                                       9
<PAGE>





                                   October 16, 1997



Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas 75247

Gentlemen:

     Frozen Food Express Industries, Inc., a Texas corporation (the "Company"),
intends  to file with the Securities and Exchange Commission (the "Commission")
a  Registration Statement (the "Registration Statement") on Form S-8 under  the
Securities  Act  of  1933, as amended (the "Act").  The Registration  Statement
covers  750,000  shares  of common stock, $1.50 par value  per  share,  of  the
Company,  and  such  additional shares of Common Stock as may  become  issuable
pursuant  to the anti-dilution provisions of the Plan (such shares collectively
referred to as the "Securities").  Such shares are to be issued pursuant to the
Company's 1992 Incentive and Nonstatutory Option Plan, as amended (the "Plan").

     We have acted as counsel to the Company in connection with the preparation
and  filing of the Registration Statement.  In rendering this opinion  we  have
examined  such corporate records, documents and instruments of the Company  and
such  certificates of public officials, have received such representations from
officers  of  the Company, and have reviewed such questions of law  as  in  our
judgment  are  necessary, relevant or appropriate to enable us  to  render  the
opinion  expressed below.  In such examination, we have assumed the genuineness
of  all  signatures, the authenticity of all corporate records,  documents  and
instruments submitted to us as originals, the conformity to original  documents
of  all documents submitted to us as conformed, certified or photostatic copies
thereof,  and the authenticity of the originals of such photostatic,  certified
or conformed copies.

     Based upon such examination and review and upon representations made to us
by  officers  of  the  Company, we are of the opinion that  upon  issuance  and
delivery  in  accordance with the terms and conditions of the  Plan,  and  upon
receipt  by  the  Company  of  the full consideration  for  the  Securities  as
determined  pursuant to the Plan, the Securities will be legally issued,  fully
paid  and  nonassessable shares of common stock, $1.50 par value per share,  of
the Company.

      This  firm  consents to the filing of this opinion as an exhibit  to  the
Registration Statement.  In giving such consent, we do not admit that  we  come
within  the category of persons whose consent is required by Section 7  of  the
Act or the rules and regulations of the Commission thereunder.

                                 Respectfully submitted,

                                 /S/ BAKER & MCKENZIE

                                      10

<PAGE>

                                 EXHIBIT 23.2

                                      11
<PAGE>

                                 Exhibit 23.2



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  ------------------------------------------

      As independent public accountants, we hereby consent to the incorporation
by  reference  in this registration statement of our report dated February  12,
1997, incorporated by reference in Frozen Food Express Industries, Inc.'s  Form
10-K  for  the year ended December 31, 1996, and to all references to our  Firm
included in this registration statement.



                                   /s/ Arthur Andersen LLP

Dallas, Texas,
     October 15, 1997


                                      12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18823}]
{"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": "333-38133", "film-number": "97697364"}, "business-address": {"street1": "1145 EMPIRE CENTRAL PLACE", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146308090"}}
As filed with the Securities and Exchange Commission on October 17, 1997.
                                                  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 Identification No.)
      incorporation or organization)

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

                     Frozen Food Express Industries, Inc.
                  1992 Incentive and Nonstatutory Option 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 service)

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

                        CALCULATION OF REGISTRATION FEE
Title of                     Proposed maximum   Proposed maximum      Amount of
securities to be  Amount to be    offering price       aggregate        registration
 registered (1)    registered      per share(2)     offering price (2)       fee
Common Stock,     750,000 Shares      $9.59           $7,195,312.50       $2,180.40
$1.50 par value
(1)   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 Frozen Food Express Industries, Inc. 1992  
Incentive  and Nonstatutory  Option 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.

(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 October 13, 1997, as reported on the Nasdaq National Market System.
INCORPORATION BY REFERENCE

     The 750,000 shares of Common Stock being registered hereby shall be issued
under  the  Plan,  which was amended as of February 12, 1997, to  increase  the
number  of  shares  of  Common Stock available for  issuance  under  the  Plan.
Pursuant  to  Instruction  E  of  Form  S-8,  the  contents  of  the  Company's
Registration  Statement  on  Form S-8 as filed  with  Securities  and  Exchange
Commission  on  June  9,  1992, Registration No. 33-48494,  and  the  Company's
Registration  Statement on Form S-8 as filed with the Securities  and  Exchange
Commission  on  May  19, 1995, Registration No. 33-59461, are  incorporated  by
reference herein.

Item 8.          Exhibits.
                    
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, 1991,  SEC
                 File No. 1-10006).
                 
 4.3             Frozen  Food  Express Industries, Inc.  1992  Incentive  and
                 Nonstatutory  Option Plan (incorporated herein by  reference
                 from Exhibit 4.3 to the Company's Registration Statement  on
                 Form S-8 (Reg. No. 33-48494)).
                 
 4.4             Amendment  to  Frozen  Food Express  Industries,  Inc.  1992
                 Incentive and Nonstatutory Option Plan.*
                 
 4.5             Amendment No. 2 to Frozen Food Express Industries, Inc. 1992
                 Incentive and Nonstatutory Option Plan.*
                 
 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
                 
                                     1
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 October 17, 1997.

                                   Frozen Food Express Industries, Inc.

                                   By:  /s/ STONEY M. STUBBS, JR.
                                        ------------------------------------
                                        Stoney M. Stubbs, Jr.
                                        Chairman of the Board, President and
                                        Chief Executive Officer

                               POWER OF ATTORNEY

      Each  person  whose signature appears below hereby authorizes  Stoney  M.
Stubbs,  Jr.  and Burl G. Cott 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
Burl G. Cott, 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  of  1933,  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, President  October 16, 1997
-------------------------  and Chief Executive Officer      
Stoney M. Stubbs, Jr.      (Principal Executive Officer)    
                                                            
/s/ EDGAR O. WELLER        Vice Chairman of the Board       October 16, 1997
-------------------------                                   
Edgar O. Weller                                             
                                                            
/s/ BURL G. COTT           Senior Vice President, Chief     October 16, 1997
-------------------------  Financial Officer and Director   
Burl G. Cott               (Principal Financial and         
                           Accounting Officer)              
                                                            
/s/ CHARLES G. ROBERTSON   Executive Vice President, Chief  October 16, 1997
-------------------------  Operating Officer and Director   
Charles G. Robertson                                        
                                                            
                                     2
/s/ W. GROGAN LORD         Director                         October 16, 1997
-------------------------                                   
W. Grogan Lord                                              
                                                            
/s/ LEROY HALLMAN          Director                         October 16, 1997
-------------------------                                   
Leroy Hallman                                               
                                                            
/s/ BRIAN R. BLACKMARR     Director                         October 16, 1997
-------------------------                                   
Brian R. Blackmarr                                          
                                                            
/s/ T. MICHAEL O'CONNOR    Director                         October 16, 1997
-------------------------                                   
T. Michael O'Connor
3
Exhibit Index
Exhibit No.      Description                                        Page
-----------      -----------                                      --------
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, 1991, SEC  File
                 No. 1-10006).
                                                                  
 4.3             Frozen  Food  Express  Industries,  Inc.   1992  
                 Incentive   and   Nonstatutory   Option    Plan
                 (incorporated herein by reference from  Exhibit
                 4.3 to the Company's Registration Statement  on
                 Form S-8 (Reg. No. 33-48494)).
                                                                  
 4.4             Amendment  to  Frozen Food Express  Industries,      5
                 Inc.  1992  Incentive  and Nonstatutory  Option
                 Plan.*
                                                                  
 4.5             Amendment   No.  2  to  Frozen   Food   Express  
                 Industries,    Inc.    1992    Incentive    and      7
                 Nonstatutory Option Plan.*
                                                                  
 5               Opinion of Baker & McKenzie.*                        9
                                                                  
23.1             Consent of Baker & McKenzie (See Exhibit 5).*        9
                                                                  
23.2             Consent of Arthur Andersen LLP*                     11
                                                                  
24               Power  of  Attorney (included on the  signature  
                 page of the Registration Statement).*                2
                                                                  
* filed herewith
4
EXHIBIT 4.4
                                           
                                       5
AMENDMENT NO. 1
                                     TO              
                     FROZEN FOOD EXPRESS INDUSTRIES, INC.      
                  1992 INCENTIVE AND NONSTATUTORY OPTION PLAN

     1.  Paragraph 2.1 of the Frozen Food Express Industries, Inc., 1992 
Incentive and Nonstatutory Option Plan (the "Plan") is hereby amended by 
replacing the  phrase "200,000 shares" in Paragrapph 2.1 of the Plan with the
phrase "1,005,555 shares".
        
     2.  The Plan is hereby amended by adding the following language immediately
after Paragraph 9.20 thereof.

     9.21  Limitation on Grants.  Notwithstanding any other provision contained
           ---------------------
     in the Plan, no employee of the Corporation or its subsidiaries may 
     receive in any one year options under the Plan to acquire in excess of
     100,000 (the "Annual Limit") shares of Stock; provided, however, that
     the Annual Limit shall be increased or decreased from time to time in
     such manner and at such time as the maximum number of shares of Stock
     available for the Plan (as provided in Paragraph 2.1 of the Plan) are
     increased or decreased.

     This Amendment No. 1 shall become effective as of February 4, 1994, if 
the Plan, as amended hereby, is approved by the affirmative vote of the holders
of the majority of the shares of Common Stock of Frozen Food Express Industries,
Inc., at its April 28, 1994, meeting of shareholders.

                                      6
EXHIBIT 4.5

                                       7
AMENDMENT NO. 2
                                      TO
                     FROZEN FOOD EXPRESS INDUSTRIES, INC.
                  1992 INCENTIVE AND NONSTATUTORY OPTION PLAN

      1.    Paragraph  2.1  of  the Frozen Food Express Industries,  Inc.  1992
Incentive  and  Nonstatutory  Option Plan (the "Plan")  is  hereby  amended  by
replacing the phrase "1,005,555 shares" in Paragraph 2.1 of the Plan  with  the
phrase "2,006,944 shares."

     This Amendment No. 2 shall become effective as of February 12, 1997 if the
Plan, as amended hereby, is approved by the affirmative vote of the holders  of
the  majority of the shares of Common Stock of Frozen Food Express  Industries,
Inc. at its April 24, 1997 meeting of shareholders.

                                       8
EXHIBIT 5
                                       

                                       9
October 16, 1997

Frozen Food Express Industries, Inc.
1145 Empire Central Place
Dallas, Texas 75247

Gentlemen:

     Frozen Food Express Industries, Inc., a Texas corporation (the "Company"),
intends  to file with the Securities and Exchange Commission (the "Commission")
a  Registration Statement (the "Registration Statement") on Form S-8 under  the
Securities  Act  of  1933, as amended (the "Act").  The Registration  Statement
covers  750,000  shares  of common stock, $1.50 par value  per  share,  of  the
Company,  and  such  additional shares of Common Stock as may  become  issuable
pursuant  to the anti-dilution provisions of the Plan (such shares collectively
referred to as the "Securities").  Such shares are to be issued pursuant to the
Company's 1992 Incentive and Nonstatutory Option Plan, as amended (the "Plan").

     We have acted as counsel to the Company in connection with the preparation
and  filing of the Registration Statement.  In rendering this opinion  we  have
examined  such corporate records, documents and instruments of the Company  and
such  certificates of public officials, have received such representations from
officers  of  the Company, and have reviewed such questions of law  as  in  our
judgment  are  necessary, relevant or appropriate to enable us  to  render  the
opinion  expressed below.  In such examination, we have assumed the genuineness
of  all  signatures, the authenticity of all corporate records,  documents  and
instruments submitted to us as originals, the conformity to original  documents
of  all documents submitted to us as conformed, certified or photostatic copies
thereof,  and the authenticity of the originals of such photostatic,  certified
or conformed copies.

     Based upon such examination and review and upon representations made to us
by  officers  of  the  Company, we are of the opinion that  upon  issuance  and
delivery  in  accordance with the terms and conditions of the  Plan,  and  upon
receipt  by  the  Company  of  the full consideration  for  the  Securities  as
determined  pursuant to the Plan, the Securities will be legally issued,  fully
paid  and  nonassessable shares of common stock, $1.50 par value per share,  of
the Company.

      This  firm  consents to the filing of this opinion as an exhibit  to  the
Registration Statement.  In giving such consent, we do not admit that  we  come
within  the category of persons whose consent is required by Section 7  of  the
Act or the rules and regulations of the Commission thereunder.

                                 Respectfully submitted,

                                 /S/ BAKER & MCKENZIE

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EXHIBIT 23.2

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Exhibit 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  ------------------------------------------

      As independent public accountants, we hereby consent to the incorporation
by  reference  in this registration statement of our report dated February  12,
1997, incorporated by reference in Frozen Food Express Industries, Inc.'s  Form
10-K  for  the year ended December 31, 1996, and to all references to our  Firm
included in this registration statement.

                                   /s/ Arthur Andersen LLP

Dallas, Texas,
     October 15, 1997

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