As filed with the Securities and Exchange Commission on February 26, 2001
                                             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
                    ---------------------------
                         With copies to:

                          Kent Jamison
                    Locke Liddell & Sapp LLP
                  2200 Ross Avenue, Suite 2200
                      Dallas, Texas 75201
                   -----------------------------

<PAGE>



                 CALCULATION OF REGISTRATION FEE
                                                        Proposed
                                         Proposed       Maximum
       Title                             Maximum       Aggregate
  Of Securities         Amount To      Offering Price   Offering   Registration
To Be Registered(1)   Be Registered     Per Share(2)    Price(2)       FEE
--------------------  -------------    --------------  ----------  ------------
Common Stock, $1.50   2,500,000 shares    $1.797       $4,492,500   $1,249.06
par value per share



(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 February 22, 2001, as reported on the Nasdaq National Market
System.



	This Registration Statement is being filed to register additional
shares of Common Stock for the Frozen Food Express Industries, Inc. 401(k)
Savings Plan (the "Plan") and in connection with the ESOP Accounts (as
defined in the Plan) contributed to the Plan trust effective December 31,
1999.  Pursuant to General Instruction E to Form S-8, the contents of
Registration Statements No. 33-10581, No. 33-11150 and No. 333-87915 relating
to the Plan are incorporated herein by reference.

<PAGE>


PART I
INFORMATION REQUIRED IN THE SECTION 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, 1999, as filed with the Commission on March 30, 2000, and
as amended on July 13, 2000;

	b.	The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, as filed with the Commission on May 15, 2000;

	c.	The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, as filed with the Commission on August 11, 2000;

	d.	The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, as filed with the Commission on November 13, 2000; and

	e.	The description of the Common Stock contained in the Company's
Registration Statement on 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
Securities Exchange Act of 1934, as amended (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 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 permitted by Art. 2.02-1 of the Texas Business
Corporation Act ("TBCA"), subject to the procedures and limitations stated
therein, to indemnify any 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 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 of the TBCA 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 to 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 (incorporated herein by reference to
                  Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1998, as amended)

  4.3             Amendment to Bylaws of the Company (incorporated by
                  reference to Exhibit 3.1 to the Company's Current Report on
                  Form 8-K dated June 28, 2000)

  4.4             Frozen Food Express Industries, Inc. 401(k) Savings Plan
                  (incorporated herein by reference to Exhibit 10.16 to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999)

  5               Opinion of Locke Liddell & Sapp LLP*

 23.1             Consent of Locke Liddell & Sapp LLP (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

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 this Registration Statement (or the most
recent post-effective amendment hereof) 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 this 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 that remain unsold at the
termination of the offering.

			(iv)	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 the Plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in this 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.

			(v)	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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.



(Signature Page Follows)


SIGNATURES


	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 February 26, 2001.



                                   FROZEN FOOD EXPRESS INDUSTRIES, INC.
                                   ---------------------------------------
                                   By:  /s/ F. Dixon McElwee, Jr.
                                      -----------------------------
                                      F. Dixon McElwee, Jr.
                                      Senior Vice President


<PAGE>

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       February 26, 2001
------------------------- 	and President (Principal
Stoney M. Stubbs, Jr.		Executive Officer)


/s/ F. Dixon McElwee, Jr.       Senior Vice President       February 26, 2001
-------------------------	and Director (Principal
F. Dixon McElwee, Jr.		Financial and Accounting
                                Officer)

/s/ Charles G. Robertson        Executive Vice President    February 26, 2001
------------------------- 	and Director
Charles G. Robertson


/s/ Edgar O. Weller             Vice Chairman of the        February 26, 2001
------------------------- 	Board of Directors
Edgar O. Weller


/s/ W. Mike Baggett             Director                    February 26, 2001
-------------------------
W. Mike Baggett


/s/ Brian R. Blackmarr          Director                    February 26, 2001
-------------------------
Brian R. Blackmarr


/s/ Leroy Hallman               Director                    February 26, 2001
-------------------------
Leroy Hallman



/s/ T. Michael O'Connor         Director                    February 26, 2001
-------------------------
T. Michael O'Connor


	Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Frozen Food Express Industries, Inc. 401(k)
Savings 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 February 26, 2001.


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


                                         By: /s/ F. Dixon McElwee, Jr.
                                            -----------------------------
                                             F. Dixon McElwee, Jr.
                                             Senior Vice President and Director


<PAGE>

                         Exhibit Index


Exhibit No.          Description
-----------          ------------------
   4.1               Articles of Incorporation of the Company, as amended
                     (incorporated herein by reference to 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 (incorporated herein by reference
                     to Exhibit 3.2 to the Company's Annual Report on Form 10-K
                     for the fiscal year ended December 31, 1998, as amended).

   4.3               Amendment to Bylaws of the Company (incorporated by
                     reference to Exhibit 3.1 to the Company's Current Report on
                     Form 8-K dated June 28, 2000).

   4.4               Frozen Food Express Industries, Inc. 401(k) Savings Plan
                     (incorporated herein by reference to Exhibit 10.16 to the
                     Company's Annual Report on Form 10-K/A for the fiscal year
                     ended December 31, 1998).

   5                 Opinion of Locke Liddell & Sapp LLP.*

  23.1               Consent of Locke Liddell & Sapp LLP (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 5


February 26, 2001


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

Re:	Registration of 2,500,000 Shares of Common Stock, par value of
$1.50 per share, pursuant to a Registration Statement on Form S-8

Gentlemen:

	We have acted as counsel to Frozen Food Express Industries, Inc., a
Texas corporation (the "Company"), in connection with its filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement (the "Registration Statement") on Form S-8 under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers 2,500,000
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 Company's 401(k) Savings Plan
(the "Plan") (such shares collectively referred to as the "Securities"), to
be issued pursuant to the Plan.

	In rendering this opinion we have examined the Registration Statement,
the Company's Articles of Incorporation and Bylaws, each as amended to date,
and 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 of the Company.

	We consent 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,

                                              LOCKE LIDDELL & SAPP LLP

                                              /s/ Locke Liddell & Sapp LLP
                                              ----------------------------
<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
March 1, 2000, incorporated by reference from Frozen Food Express Industries,
Inc.'s Form 10-K for the year ended December 31, 1999, and to all references
to our Firm included in this registration statement.


                                                 /s/ ARTHUR ANDERSON LLP
                                                 -----------------------------
Dallas, Texas,
February 20, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8b.txt", "secsgml_size_bytes": 22938}]
{"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": "333-56204", "film-number": "1554319"}, "business-address": {"street1": "1145 EMPIRE CENTRAL PLACE", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146308090"}}
As filed with the Securities and Exchange Commission on February 26, 2001
                                             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
                    ---------------------------
                         With copies to:

                          Kent Jamison
                    Locke Liddell & Sapp LLP
                  2200 Ross Avenue, Suite 2200
                      Dallas, Texas 75201
                   -----------------------------
CALCULATION OF REGISTRATION FEE
                                                        Proposed
                                         Proposed       Maximum
       Title                             Maximum       Aggregate
  Of Securities         Amount To      Offering Price   Offering   Registration
To Be Registered(1)   Be Registered     Per Share(2)    Price(2)       FEE
--------------------  -------------    --------------  ----------  ------------
Common Stock, $1.50   2,500,000 shares    $1.797       $4,492,500   $1,249.06
par value per share

(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 February 22, 2001, as reported on the Nasdaq National Market
System.

	This Registration Statement is being filed to register additional
shares of Common Stock for the Frozen Food Express Industries, Inc. 401(k)
Savings Plan (the "Plan") and in connection with the ESOP Accounts (as
defined in the Plan) contributed to the Plan trust effective December 31,
1999.  Pursuant to General Instruction E to Form S-8, the contents of
Registration Statements No. 33-10581, No. 33-11150 and No. 333-87915 relating
to the Plan are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 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, 1999, as filed with the Commission on March 30, 2000, and
as amended on July 13, 2000;

	b.	The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, as filed with the Commission on May 15, 2000;

	c.	The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, as filed with the Commission on August 11, 2000;

	d.	The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, as filed with the Commission on November 13, 2000; and

	e.	The description of the Common Stock contained in the Company's
Registration Statement on 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
Securities Exchange Act of 1934, as amended (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 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 permitted by Art. 2.02-1 of the Texas Business
Corporation Act ("TBCA"), subject to the procedures and limitations stated
therein, to indemnify any 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 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 of the TBCA 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 to 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 (incorporated herein by reference to
                  Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1998, as amended)

  4.3             Amendment to Bylaws of the Company (incorporated by
                  reference to Exhibit 3.1 to the Company's Current Report on
                  Form 8-K dated June 28, 2000)

  4.4             Frozen Food Express Industries, Inc. 401(k) Savings Plan
                  (incorporated herein by reference to Exhibit 10.16 to the
                  Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999)

  5               Opinion of Locke Liddell & Sapp LLP*

 23.1             Consent of Locke Liddell & Sapp LLP (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

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 this Registration Statement (or the most
recent post-effective amendment hereof) 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 this 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 that remain unsold at the
termination of the offering.

			(iv)	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 the Plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in this 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.

			(v)	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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

(Signature Page Follows)

SIGNATURES

	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 February 26, 2001.

                                   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       February 26, 2001
------------------------- 	and President (Principal
Stoney M. Stubbs, Jr.		Executive Officer)

/s/ F. Dixon McElwee, Jr.       Senior Vice President       February 26, 2001
-------------------------	and Director (Principal
F. Dixon McElwee, Jr.		Financial and Accounting
                                Officer)

/s/ Charles G. Robertson        Executive Vice President    February 26, 2001
------------------------- 	and Director
Charles G. Robertson

/s/ Edgar O. Weller             Vice Chairman of the        February 26, 2001
------------------------- 	Board of Directors
Edgar O. Weller

/s/ W. Mike Baggett             Director                    February 26, 2001
-------------------------
W. Mike Baggett

/s/ Brian R. Blackmarr          Director                    February 26, 2001
-------------------------
Brian R. Blackmarr

/s/ Leroy Hallman               Director                    February 26, 2001
-------------------------
Leroy Hallman

/s/ T. Michael O'Connor         Director                    February 26, 2001
-------------------------
T. Michael O'Connor

	Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Frozen Food Express Industries, Inc. 401(k)
Savings 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 February 26, 2001.

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

                                         By: /s/ F. Dixon McElwee, Jr.
                                            -----------------------------
                                             F. Dixon McElwee, Jr.
                                             Senior Vice President and Director
Exhibit Index

Exhibit No.          Description
-----------          ------------------
   4.1               Articles of Incorporation of the Company, as amended
                     (incorporated herein by reference to 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 (incorporated herein by reference
                     to Exhibit 3.2 to the Company's Annual Report on Form 10-K
                     for the fiscal year ended December 31, 1998, as amended).

   4.3               Amendment to Bylaws of the Company (incorporated by
                     reference to Exhibit 3.1 to the Company's Current Report on
                     Form 8-K dated June 28, 2000).

   4.4               Frozen Food Express Industries, Inc. 401(k) Savings Plan
                     (incorporated herein by reference to Exhibit 10.16 to the
                     Company's Annual Report on Form 10-K/A for the fiscal year
                     ended December 31, 1998).

   5                 Opinion of Locke Liddell & Sapp LLP.*

  23.1               Consent of Locke Liddell & Sapp LLP (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 5

February 26, 2001

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

Re:	Registration of 2,500,000 Shares of Common Stock, par value of
$1.50 per share, pursuant to a Registration Statement on Form S-8

Gentlemen:

	We have acted as counsel to Frozen Food Express Industries, Inc., a
Texas corporation (the "Company"), in connection with its filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement (the "Registration Statement") on Form S-8 under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers 2,500,000
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 Company's 401(k) Savings Plan
(the "Plan") (such shares collectively referred to as the "Securities"), to
be issued pursuant to the Plan.

	In rendering this opinion we have examined the Registration Statement,
the Company's Articles of Incorporation and Bylaws, each as amended to date,
and 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 of the Company.

	We consent 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,

                                              LOCKE LIDDELL & SAPP LLP

                                              /s/ Locke Liddell & Sapp LLP
                                              ----------------------------
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
March 1, 2000, incorporated by reference from Frozen Food Express Industries,
Inc.'s Form 10-K for the year ended December 31, 1999, and to all references
to our Firm included in this registration statement.

                                                 /s/ ARTHUR ANDERSON LLP
                                                 -----------------------------
Dallas, Texas,
February 20, 2001