Exhibit 3.1

            Amendment, Dated June 14, 2000,
                          to
       Bylaws of Frozen Food Express Industries, Inc.

The  below  indicated sections to Article X  of  the  Bylaws  are
hereby amended to read as follows:

      Section  2.  Number and Qualifications.  Effective  at  the
2001 annual meeting of shareholders, the Board of Directors shall
consist  of  nine (9) persons, which number may be  increased  or
decreased  from  time  to  time by  amendment  to  these  Bylaws;
provided  that at no time ever shall the number of  Directors  be
less  than  three (3), and no decrease shall have the  effect  of
shortening the term of any incumbent Director.  Prior to the 2001
annual meeting, the Board of Directors shall consist of a minimum
of  seven (7) and a maximum of nine (9) persons, which number may
be increased or decreased from time to time by amendment to these
By-Laws;  provided  that  at no time ever  shall  the  number  of
Directors be less than three (3), and no decrease shall have  the
effect  of  shortening the term of any incumbent  Director.   Any
directorship to be filled by reason of any increase in the number
of  Directors shall be filled by election at any annual  meeting,
or  at a special meeting of Shareholders called for that purpose.
None of the Directors need be Shareholders of the Corporation  or
residents of the State of Texas.

      Section  3.  Election and Term of Office.   At each  annual
meeting  of  the  Shareholders,  the  Shareholders  shall   elect
Directors to hold office for the terms described herein.  At each
election,  the  persons receiving the greatest  number  of  votes
shall  be the directors.  The Directors currently in office shall
serve until the 2001 annual meeting of the Shareholders.  At  the
2001  annual  meeting  of shareholders, nine  Directors  will  be
elected, who will be divided into three classes.  There  will  be
three  Directors in the first class, who will hold  office  until
the first annual meeting of Shareholders after their election and
until  their successors are elected and qualified; there will  be
three  Directors in the second class, who will hold office  until
the  second  annual meeting of Shareholders after their  election
and  until their successors are elected and qualified; there will
be three Directors in the third class, who will hold office until
the third annual meeting of Shareholders after their election and
until  their successors are elected and qualified; at each annual
meeting of Shareholders thereafter, Directors will be elected for
the  class whose term of office expires at that meeting, and they
will  hold  office until the third annual meeting of shareholders
after  their election and until their successors are elected  and
qualified.  If the number of Directors is increased or decreased,
each class shall have as close to the same number of Directors as
each other class.  At no time shall any class have more than  one
additional Director than any other class.

      Section  4.   Removal.  Directors may be removed  only  for
cause  at any special or annual meeting of Shareholders,  by  the
affirmative  vote  of  a  majority in number  of  shares  of  the
Shareholders  present in person or by proxy at such  meeting  and
entitled to vote for the election of such Director, if notice  of
intention  to act upon such matter shall have been given  in  the
notice calling such meeting.


SIGNATURE

Pursuant  to the requirements of the Securities and Exchange  Act
of  l934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

                               FROZEN FOOD EXPRESS INDUSTRIES, INC.
                              -----------------------------------
                               (Registrant)

June 14, 2000                 By:  /s/ Stoney M. Stubbs, Jr.
                                ---------------------------------
                                   Stoney M. Stubbs, Jr.
                                   President and
                                   Chief Executive Officer

Attest:
/s/ Leonard W. Bartholomew
---------------------------------
Leonard W. Bartholomew, Secretary