As filed with the Securities and Exchange Commission on May 14, 1998.
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.
                         Employee Stock 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 for service)

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

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                         Proposed     Proposed
                                          maximum      maximum
       Title                             offering    aggregate    Amount of
   of securities        Amount to be    price per     offering   registration
to be registered (1)     Registered      share(2)    price (2)       fee
<S>                      <C>              <C>       <C>           <C>
Common Stock, $1.50      1,500,000        $10.25    $15,375,000   $4,535.63
     par value             Shares
</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. 
     Employee Stock 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.
<PAGE>

(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 May 13, 1998, as reported on the Nasdaq National Market System.
<PAGE>

                         INCORPORATION BY REFERENCE

      The  1,500,000 shares of Common Stock being registered hereby shall  be
issued under the Plan, which was amended as of February 11, 1998, 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 February 14, 1997, Registration No. 333-21831, 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. Employee  Stock  Option
               Plan (incorporated herein by reference from Exhibit 4.1 to the
               Company's  Registration Statement on Form S-8 (Reg.  No.  333-
               21831))

4.4            Amendment  to  Frozen Food Express Industries,  Inc.  Employee
               Stock 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
<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 May  13,
1998.

                                   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/ EDGAR O. WELLER           Vice Chairman of the Board      May 13, 1998
--------------------------
Edgar O. Weller
                                                              
/s/ BURL G. COTT              Senior Vice President, Chief    May 13, 1998
--------------------------    Financial Officer and Director
Burl G. Cott                  (Principal Financial and
                              Accounting Officer)
                                                              
/s/ CHARLES G. ROBERTSON      Executive Vice President,       May 13, 1998
--------------------------    Chief
Charles G. Robertson          Operating Officer and Director
                                                              
/s/ W. GROGAN LORD            Director                        May 13, 1998
-------------------------
W. Grogan Lord
                                                              
/s/ LEROY HALLMAN             Director                        May 13, 1998
-------------------------
Leroy Hallman
<PAGE>

                                                              
/s/ BRIAN R. BLACKMARR        Director                        May 13, 1998
-------------------------
Brian R. Blackmarr
                                                              
/s/ T. MICHAEL O'CONNOR       Director                        May 13, 1998
-------------------------
T. Michael O'Connor
                                                              
/s/ W. MIKE BAGGETT           Director                        May 13, 1998
-------------------------
W. Mike Baggett
</TABLE>
<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,  1991,  SEC
               File No. 1-10006)

 4.3           Frozen  Food  Express Industries, Inc. Employee  Stock  Option
               Plan (incorporated herein by reference from Exhibit 4.1 to the
               Company's  Registration Statement on Form S-8 (Reg.  No.  333-
               21831))

4.4            Amendment  to  Frozen Food Express Industries,  Inc.  Employee
               Stock 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
<PAGE>

                                                                  EXHIBIT 4.4
                                      
                                AMENDMENT TO
                    FROZEN FOOD EXPRESS INDUSTRIES, INC.
                         EMPLOYEE STOCK OPTION PLAN
                                      


      1.    Paragraph 5 of the Frozen Food Express Industries, Inc.  Employee
Stock  Option  Plan  (the "Plan") is hereby amended by replacing  the  phrase
"1,500,000  shares"  in  Paragraph 5 of the Plan with the  phrase  "3,000,000
shares."

     This Amendment shall become effective as of February 11, 1998.





<PAGE>
                                                                    EXHIBIT 5
                                May 14, 1998




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 1,500,000 shares of common  stock,  $1.50  par
value  per share ("Common Stock"), 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
Employee Stock 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,

                                 BAKER & MckENZIE
<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  11,  1998,  incorporated  by  reference  in  Frozen  Food   Express
Industries, Inc.'s Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.



                                   /s/ Arthur Andersen LLP

Dallas, Texas,
May 14, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13914}]
{"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": "333-52701", "film-number": "98621415"}, "business-address": {"street1": "1145 EMPIRE CENTRAL PLACE", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146308090"}}
As filed with the Securities and Exchange Commission on May 14, 1998.
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.
                         Employee Stock 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 for service)

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

                       CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                          maximum      maximum
       Title                             offering    aggregate    Amount of
   of securities        Amount to be    price per     offering   registration
to be registered (1)     Registered      share(2)    price (2)       fee
Common Stock, $1.50      1,500,000        $10.25    $15,375,000   $4,535.63
     par value             Shares
(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. 
     Employee Stock 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 May 13, 1998, as reported on the Nasdaq National Market System.
INCORPORATION BY REFERENCE

      The  1,500,000 shares of Common Stock being registered hereby shall  be
issued under the Plan, which was amended as of February 11, 1998, 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 February 14, 1997, Registration No. 333-21831, 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. Employee  Stock  Option
               Plan (incorporated herein by reference from Exhibit 4.1 to the
               Company's  Registration Statement on Form S-8 (Reg.  No.  333-
               21831))

4.4            Amendment  to  Frozen Food Express Industries,  Inc.  Employee
               Stock 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
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 May  13,
1998.

                                   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/ EDGAR O. WELLER           Vice Chairman of the Board      May 13, 1998
--------------------------
Edgar O. Weller
                                                              
/s/ BURL G. COTT              Senior Vice President, Chief    May 13, 1998
--------------------------    Financial Officer and Director
Burl G. Cott                  (Principal Financial and
                              Accounting Officer)
                                                              
/s/ CHARLES G. ROBERTSON      Executive Vice President,       May 13, 1998
--------------------------    Chief
Charles G. Robertson          Operating Officer and Director
                                                              
/s/ W. GROGAN LORD            Director                        May 13, 1998
-------------------------
W. Grogan Lord
                                                              
/s/ LEROY HALLMAN             Director                        May 13, 1998
-------------------------
Leroy Hallman
/s/ BRIAN R. BLACKMARR        Director                        May 13, 1998
-------------------------
Brian R. Blackmarr
                                                              
/s/ T. MICHAEL O'CONNOR       Director                        May 13, 1998
-------------------------
T. Michael O'Connor
                                                              
/s/ W. MIKE BAGGETT           Director                        May 13, 1998
-------------------------
W. Mike Baggett
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,  1991,  SEC
               File No. 1-10006)

 4.3           Frozen  Food  Express Industries, Inc. Employee  Stock  Option
               Plan (incorporated herein by reference from Exhibit 4.1 to the
               Company's  Registration Statement on Form S-8 (Reg.  No.  333-
               21831))

4.4            Amendment  to  Frozen Food Express Industries,  Inc.  Employee
               Stock 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
EXHIBIT 4.4
                                      
                                AMENDMENT TO
                    FROZEN FOOD EXPRESS INDUSTRIES, INC.
                         EMPLOYEE STOCK OPTION PLAN
                                      

      1.    Paragraph 5 of the Frozen Food Express Industries, Inc.  Employee
Stock  Option  Plan  (the "Plan") is hereby amended by replacing  the  phrase
"1,500,000  shares"  in  Paragraph 5 of the Plan with the  phrase  "3,000,000
shares."

     This Amendment shall become effective as of February 11, 1998.
EXHIBIT 5
                                May 14, 1998

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 1,500,000 shares of common  stock,  $1.50  par
value  per share ("Common Stock"), 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
Employee Stock 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,

                                 BAKER & MckENZIE
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  11,  1998,  incorporated  by  reference  in  Frozen  Food   Express
Industries, Inc.'s Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.

                                   /s/ Arthur Andersen LLP

Dallas, Texas,
May 14, 1998