8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of Earliest Event Reported): February 15, 2006

Frozen Food Express Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-10006

Texas		75-1301831
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)
	1145 Empire Central Place
	Dallas, TX 75247-4309
(Address of Principal Executive Offices, Including Zip Code)
214-630-8090
(Registrant's Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

p Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

See Item 5.02(c) below, which is incorporated by reference into this Item 1.01.

Item 1.02.Termination of a Material Definitive Agreement

See Item 5.02(b) below, which is incorporated by reference into this Item 1.02.

Item 2.02. Results of Operations and Financial Condition

The Company has changed its accounting for its lease arrangements with a related party. In accordance with the Financial Accounting Standards Board’s Financial Interpretation No. 46 (R), “Consolidation of Variable Interest Entities” (“FIN No. 46(R)”), due to certain terms and conditions present in one such arrangement between the Company and a family partnership controlled by an executive officer of the Company, the Company determined on February 15, 2006 that the family partnership is a variable interest entity that is required to be consolidated into the financial statements of the Company. FIN No. 46(R) became effective beginning in the first quarter of 2004. The Company has restated its prior-period financial statements beginning with the first quarter of 2004 to reflect the inclusion of the family partnership’s net book value of the leased assets and related short-term debt. The consolidation of the family partnership did not impact revenue, pre-tax income or net income or net income per share previously reported by the Company but did result in immaterial changes to certain income statement line items. The impact to the December 31, 2004 unaudited consolidated financial statements will increase the net book value of property and equipment and short-term debt by approximately $4.5 million. As of December 31, 2005, such values had declined to approximately $3.5 million, due to depreciation of the assets and amortization of the debt.  The associated unaudited financial statements, as restated are, filed herewith as Exhibits 99.2 and 99.3.

On February 17, 2006, the Company issued a press release advising of (i) the aforementioned financial statement restatements, (ii) the anticipated results of operations for the three and twelve months ending December 31, 2005 as compared to the comparable periods of 2004 and (iii) the information contained in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 4.02.Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

(a) In connection with the restatements of the financial statements of the Company described at Item 2.02 hereof, which is incorporated by reference into this Item 4.02, the Audit Committee determined on February 15, 2006 that the interim financial statements of the Company included in the Company’s Quarterly Reports on Form 10-Q for each of the quarters of 2004 and 2005 and the financial statements for the year ended and  as of December 31, 2004 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 should no longer be relied upon. The restated unaudited financial statements for each of the dates identified in this Item 4.02, and a comparison to the financial statements previously filed by the Company are presented as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K.  The Company's Audit Committee has discussed such matters with the Company's independent public registered accounting firm, KPMG, LLP.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a)	Effective with the voluntary termination of his employment as of February 15, 2006 as Senior Vice President and Chief Financial Officer of the Company as described at Item 5.02(b) below, Mr. Gary M. Pruden has also resigned from the Company's Board of Directors.  In connection with his departure, Mr. Pruden met with the Audit Committee of the Company's Board of Directors to discuss unsubstantiated allegations reported to him relating to questionable billing practices and certain other operational matters.  On February 20, 2006, the Audit Committee retained Thompson & Knight, LLP of Dallas as independent counsel to assist the committee in its investigation of these matters.
(b)	The service of Mr. Pruden as Senior Vice President and Chief Financial Officer of the Company ended on February 15, 2006. The Company and Mr. Pruden had entered into a Change in Control Agreement (the “Pruden Agreement”) pursuant to which Mr. Pruden was entitled to severance benefits in the event of a "change in control" (as defined in the Pruden Agreement) of the Company during the term of his employment. The terms of that agreement expired upon the termination of Mr. Pruden’s employment by the Company. A form of such agreement was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K on June 28, 2000 and is incorporated herein by reference.
(c)	The Company’s Board of Directors has appointed Thomas G. Yetter to the position of Treasurer and Interim Chief Financial Officer, effective February 15, 2006. Mr. Yetter, age 53, has been employed by the Company since 1986, and has held the position of Treasurer since 1988. Since 1988, Mr. Yetter has also served as Vice President-Finance for the Company’s primary operating subsidiary. A summary of Mr. Yetter’s compensation arrangement as of February 15, 2006 is filed herewith as Exhibit 99.4 and incorporated by reference into this Item 5.02 (c).

Information as to Mr. Yetter’s compensation for 2005 is as follows:

Annual Compensation						Long-Term Compensation Awards
Salary		Bonus (1)		Total		Restricted Stock Awards $		Securities Underlying Options/SARs # (2)		All Other Compensation (3)
$	161,600	$	49,800	$	211,400		$-		10,000		$9,100

(1)	Represents bonus awarded to Mr. Yetter pursuant to the FFE Transportation Services, Inc. Phantom Stock Plan, which is filed herewith as Exhibit 10.1.
(2)	Options to acquire shares of the Company’s Common Stock.
(3)	Represents $5,500 paid under an Executive Medical Reimbursement Plan and $3,600 paid for Mr. Yetter's benefit into the Company's 401 (k) Wrap Plan.

Option/SAR Grants in Last Fiscal Year

Following is information concerning the grant of stock options to Mr. Yetter in 2005 under the Company’s option plans:

Number of Securities Underlying Options/SARs Granted (2)	% of Total Options/SARS Granted to Employees In Fiscal Year		Exercise or Base Price (#/Sh)		Expiration Date		Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term (1)           5%         10%
10,000		*	$	10.59		12/16/2015	$	66,600	$	168,800

*	less than 1%
(1)	Represents assumed rates of appreciation only. Actual gains depend on the future performance of the Common Stock and overall stock market conditions. There can be no assurance that the amounts reflected in this table will be achieved.
(2)	All options granted were granted on December 16, 2005 under the 2005 Stock Incentive Plan, are fully vested at date of grant, are exercisable one year from the date of grant, expire ten years from the date of grant, and were granted with an exercise price equal to the market price of are the Common Stock on the date of grant.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values

 The following table provides information with respect to Mr. Yetter concerning the exercise of options during the last fiscal year and the number of unexercised options segregated by those that were exercisable and those that were unexercisable at December 31, 2005 and the value of in-the-money options segregated by those that were exercisable and those that were unexercisable at December 31, 2005:

Shares Acquired On	Value		Number of Securities Underlying Unexercised Options/SARs at Fiscal Year-end (#)		Value of unexercised In-the-Money Options/SARs At Fiscal Year-end ($) (1)
Exercise (#)	Realized		Exercisable/Unexercisable		Exercisable/Unexercisable
11,367		$96,500		61,819/10,000		$450,700/$4,400

 (1) The closing price for the Company's Common Stock as reported by Nasdaq on December 31, 2005, was $11.03. Value is calculated based on the difference between $11.03 and the option exercise price of an "in-the-money" option multiplied by the number of shares of Common Stock underlying the option.

Item 9.01.Exhibits, Financial Statements Schedules, and Reports on Form 8-K.

(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:

10.1	FFE Transportation Services, Inc. Management Phantom Stock Plan.
99.1	Press Release dated February 17, 2006 of Frozen Food Express Industries, Inc.
99.2	Restated Unaudited Balance Sheets of the Company as of March 31, 2004; June 30, 2004; September 30, 2004; December 31, 2004; March 31, 2005; June 30, 2005 and September 30, 2005.
99.3	Restated Unaudited Statements of Income of the Company for the quarterly and year-end periods from March 31, 2004 through September 31, 2005.
99.4	Summary of Compensation Arrangements.

Signatures

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

Date: February 22, 2006	By: /s/ Stoney M. Stubbs, Jr.
	Stoney M. Stubbs, Jr.
	Chairman and Chief Executive Officer

EX-10.1

EXHIBIT 10.1

FFE TRANSPORTATION SERVICES, INC.

MANAGEMENT PHANTOM STOCK PLAN

This Phantom Stock Plan (hereafter the “Plan”), entered into as of May 13, 1992 (the “Effective Date”), by FFE Transportation Services, Inc., a Delaware corporation (“FFE”) which is a wholly owned subsidiary of FFE, Inc. (“Industries”), a public Texas corporation, for the benefit of certain managers covered by the FFE Transportation Services, Inc., Executive and Management Bonus Program (the “Program”).

RECITALS

FFE has established the Program for the benefit of specified managers of FFE. In order to enhance the benefits to the managers under the Program, allow the managers to share in the growth of FFE through the appreciation in the value of the common stock of Industries, and to provide the managers with greater incentive to promote the growth of Industries shareholder value, FFE desires to establish a Management Phantom Stock Plan (the “Plan”) which will allow the managers to elect to acquire hypothetical (“Phantom”) shares in FFE.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Plan, FFE hereby agrees as follows:

1. Definitions. For the purposes of this Plan, the following terms shall have the meanings as set forth below:

(a)The term “Phantom Shares” shall mean the Phantom Shares at any time acquired by FFE for the benefit of the Participants, as the number thereof may be adjusted from time to time and held by FFE for the Participants pursuant to the terms of this Plan.

(b)The term “Participant” shall mean each manager designated on Exhibit A attached hereto and made a part hereof who is designated as eligible to receive benefits under the Program and this Plan.

(c)The term “Phantom Share Value” shall mean the value assigned to a Phantom Share as provided in this Plan.

(d)The term “Phantom Share” shall mean a fictitious share of the Stock which will carry with it certain rights and benefits as described more particularly herein but which will not entitle the holder thereof either to equity rights in FFE, Inc. or Industries or to any type of voting rights in FFE, Inc. or Industries.

(e)The term “Allocated Phantom Shares” shall mean all Phantom Shares acquired by FFE pursuant to the terms of this Plan and held and allocated by FFE for the benefit of the Participants as herein provided.

(f)The term “Participant’s Allocated Phantom Shares” shall mean the allocated Phantom Shares allocated by FFE to a specific Participant’s account as provided in the Plan.

(g)The term “Stockholder” shall mean the party or parties who own Stock on the date of this Agreement.

(h)The term “Stock” shall mean all of the issued and outstanding shares of common stock of Industries and shall not include any Phantom Shares.

(i)The term “Triggering Event” shall mean any of the events provided for in Section 6, the occurrence of which shall give rise to an obligation or right of FFE to such Participant of the Phantom Share Value of Participant’s Allocated Phantom Shares.

(j)The term “Disability” shall mean any condition which causes the Participant to fail to devote his full time and reasonable best efforts to the performance of his duties and responsibilities for a period of in excess of ninety (90) consecutive days.

(k)The term “Employee’s Relative Percentage” shall mean at any point in time the fraction, expressed as a percentage, in which the numerator is the number of the Employee’s allocated Phantom Shares at such time and the denominator is the sum of the total number of shares of issued and outstanding Stock at such point in time plus the total number of allocated Phantom Shares at such point in time.

(l)The term “Election Period” shall mean the period of December 1 to December 15 inclusive for each year.

2.Purchase of Phantom Shares

(a)Pursuant to the terms of the Program, each Participant in this Plan shall be entitled to an incentive bonus calculated pursuant to the formula shown on Exhibit B attached to this Plan Agreement. On or before December 15 of each calendar year, each Participant may elect to defer up to 50% of their incentive bonus for that year, which deferred amount shall be applied to the acquisition of Phantom Shares. FFE shall acquire and hold, for the benefit of each Participant, the Phantom Shares acquired for the benefit of that Participant with the deferred amount. The number Phantom Shares to be acquired for any Participant shall be equal to the amount of the Participant’s deferral amount divided by the applicable Phantom Share Value.

(b)For the purpose of Section 2(a) above, the applicable Phantom Share Value shall mean the price of a share of Stock as quoted on the American Stock Exchange as of the last business day of that calendar year for which the Participant’s deferral election was effective.

(c)Each Phantom Share acquired for the benefit of a Participant shall be allocated to individual Participant accounts and held and maintained by FFE as an Allocated Phantom Share for the benefit of the Participant.

3.Adjustment to Number of Phantom Shares

(a)For the purpose of this Agreement, the number of the Participant’s Allocated Phantom Shares shall be the number of Phantom Shares acquired for the benefit of a Participant and held and maintained by FFE for such Participant as provided in Section 2 above, as said number may be adjusted from time to time in accordance with the provisions of this Section 3.

(b)In case Industries shall (i) declare a dividend or make a distribution on the outstanding shares of Stock in additional shares of Stock, (ii) subdivide or reclassify the outstanding shares of Stock into a greater number of shares of Stock, or (iii) combine or reclassify the outstanding shares of Stock into a lesser number of shares of Stock, the number of Participant’s Allocated Phantom Shares shall be adjusted immediately after the record date for such dividend or distribution of the effective date of such subdivision, combination or reclassification, so that such number is increased or decreased by multiplying such number as it existed immediately before such record date or effective date by a fraction, the numerator of which shall be the number of shares of Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification, and the denominator of which shall be the number of shares of Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification. In the event of such an adjustment, FFE shall deliver to the Trustee notification of such adjustment.

(c)In case Industries shall issue rights or warrants to all holders of Stock entitling them to subscribe for or purchase shares of Stock at a price per share less than the Phantom Share Value of a Phantom Share, the number of the Participant’s Allocated Phantom Shares shall be increased by an amount equal to Participant’s Relative Percentage of total number of Bonus Shares (hereafter defined) acquired upon exercise of such rights or warrants. For the purposes hereof, Bonus Shares shall; mean the total number of shares of Stock purchased upon exercise of such rights or warrants less the number of shares of Stock which could have been purchased for the amount expended in exercise of such rights or warrants if such shares of Stock were purchased at a price per share equal to the Phantom Share Value of a Phantom Share.

(d)In case Industries shall sell or issue shares of Stock, other types of equity securities, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for other purchase shares of Stock or other types of equity securities, in any transaction other than those described above in this Section 3, the Participant shall not have any right by virtue of the Phantom Shares allocated to the Participant’s separate Plan account to purchase or acquire any such shares of Stock or other types of equity securities, or any such rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for, or purchase shares of Stock or other types of equity securities, and such sale or issuance shall not result in any adjustment in the number of Phantom Shares allocated to the Participant’s separate Plan account, notwithstanding that as a result of such sale or issuance Participant’s Relative Percentage may then or thereafter be reduced.

4.Other Dividends. In case Industries shall fix a record date for the making of a distribution to all holders of shares of Stock (i) of shares of any class of stock in Industries other than Stock (ii) of evidences of Industries indebtedness (iii) of assets (including cash dividends or distributions but excluding dividends or distributions referred to elsewhere in this Section 4 or Section 3 above) or (iv) of rights or warrants to acquire securities of Industries (excluding those rights or warrants referred to in Section 3 above) then, in each such case, each Participant shall be entitled to receive that number of shares of stock, evidences of indebtedness or rights or warrants, or that amount of assets, that is equal to the Participant’s Relative Percentage of the total number or amount distributed to all holders of Stock which shall then be allocated to the Participant’s separate Plan account.

5.Reorganization. In the case of any capital reorganization of Industries, other than pursuant to a transaction provided for in Sections 3 or 4 above, or the consolidation or merger of Industries with or into another corporation (other than a consolidation or merger in which Industries is the continuing corporation and which does not result in any reclassification of outstanding shares of Stock or the conversion of such outstanding shares of Stock into shares of other stock or other securities or property), or the sale of the property of Industries as an entirety or substantially as an entirety (collectively such transactions being hereafter referred to as a “Reorganization”), the Participant’s Allocated Phantom Shares shall convert into that number or amount of shares of the stock or other securities or cash or property which a holder of the Participant’s Relative Percentage of the Stock immediately prior to the consummation of the Reorganization would be entitled to receive upon consummation of such Reorganization. Upon such conversion , the Participant shall only have the rights with respect to such shares of stock or other securities or cash or property as do the other owners of holders thereof, and shall have no further rights, and FFE shall have no further duties or obligations, under this Agreement. FFE shall, upon or prior to the consummation of any such Reorganization of the successor corporation, or if Industries shall be the surviving corporation in any such Reorganization and is not the issuer of shares of stock or other securities or cash or property to be delivered to holders of shares of Stock outstanding at the consummation thereof, then such issuer, shall assume by written instrument the obligation to deliver to such shares of stock, securities, cash or other property as the Trustee shall be entitled to in accordance with the foregoing provisions.

6.Triggering Events. Upon the occurrence of any of the following events (“Triggering Events”) FFE shall have an obligation, at the election of the Participant, to terminate all rights of Participant under this Agreement by paying to the Participant the Phantom Share Value of Participant’s Allocated Phantom Shares with such amount to be allocated to the Participant’s separate Plan account:

(a)The termination of the Participant’s employment.

(b)The death of Participant becoming subject to a Disability.

(c)The participant’s written election, during an Election Period for a year to cash out any number or all of the Phantom Shares allocated to the Participant, excluding any Phantom Shares to be allocated for that year.

(d)Change in Control (as defined in Treasury regulations promulgated under Internal Revenue Code Section 280G) with respect to Industries.

However, with respect to an allocation of Phantom Shares, in no event can an Optional or Mandatory Triggering Event occur, earlier than the year following the year for which the allocation was made.

7.Payment of Phantom Share Value.

(a)In the event of the occurrence of a Triggering Event as described in Subsection 6(a), 6(c), or 6(d) above (an “Optional Triggering Event”), if Participant’s rights under this Agreement have not already been terminated, then FFE shall, unless the Participant elects in writing 30 days of the Optional Triggering Event, pay to the Participant, within thirty (30) days of the close of the calendar year in which the Optional Triggering Event occurs, the Phantom Share Value of the Participant’s Allocated Phantom Shares.  In the event of the occurrence of a Triggering Event described in Subsection 6(b) above (a “Mandatory Triggering Event”), if Participant’s rights under this Agreement have not been already terminated, then FFE shall have the obligation within thirty (30) days of the close of the calendar year in which the Mandatory Triggering Event occurs, to terminate all rights or Participant under this Agreement by paying to the Participant the Phantom Share Value Participant’s Allocated Phantom Shares.  In any event, such payment shall be made in a single lump sum.  For the purposes of this Subsection 7(a), the Phantom Share Value shall mean the price of a share of Stock as quoted on the American Stock Exchange as of the last business day of the calendar year in which the Optional Triggering Event occurs.

(b)FFE may, but is not required to, obtain and maintain a policy of disability buyout insurance with respect to Participant which insurance shall provide for benefits in such amounts as FFE may determine.  The proceeds of such policy shall be applied in discharge of FFE’s obligation to pay the Phantom Share Value of Participant’s Phantom Shares, in the event that the Participant becomes subject to Disability.  FFE may, but is not required to also obtain and maintain while this Agreement remains in effect, a term policy of life insurance on the life of Participant which shall provide for benefits in such amounts as FFE may determine.  The proceeds of such policy shall first be applied in discharge of FFE’s obligation to pay the Phantom Share Value of Participant’s Phantom Shares in the event of the death of Participant and thereafter, to the extent of any excess proceeds, may be retained by FFE.  In the event that the proceeds of such policy if any are less than the Phantom Share Value of Participant’s Phantom shares, or the Minimum Amount if appropriate as provided above, the shortfall shall be paid by FFE.  In circumstances where proceeds are payable under either such policy, the payment of the amount that FFE is to pay may be delayed pending FFE’s receipt of such proceeds.  Notwithstanding the foregoing, the obtaining of any such insurance policies shall be subject to the determination by insurance companies licensed by the laws of the State of Texas that participant is insurable at standard rates and Participant satisfying all conditions required to be satisfied by any insurer, including but not limited to a pre-insurance physical, prior to the issuance of any such policy.

(c)In the event that Industries consummates a Reorganization within six (6) months after the date that the participant elects to be paid or FFE becomes obligated (other than due to the death of Participant or Participant becoming subject to a Disability) to pay the Phantom Share Value of Participant’s Phantom Shares, and as a result of such Reorganization the holders of all of the Stock receive cash for such Stock, and if the amount of cash which a holder of Participant’s Relative Percentage of the Stock immediately prior to the consummation of such Reorganization would receive exceeds the amount which FFE is obligated to pay to Participant, then such amount shall be increased by the amount of such excess and such increase shall be paid by increasing the principal amount of FFE’s promissory note executed and delivered to Participant by the amount of such increase and by increasing each principal installment thereafter due on such note by an amount equal to the total of such increase divided by the number of such installments still due on such note.

8.Board Discretion.  In the event that FFE has cash, which if the Board of Directors of FFE determined to do so would be available for payment of dividends to shareholders of FFE, notwithstanding the source of such cash, it shall be at the sole discretion of the Board whether to apply such cash in payment of dividends or for some other purpose.  Without limiting the broad discretionary rights of the Board provided in the preceding sentence, subject to other obligations imposed on the Board by law or contract, the Board shall always be entitled to apply FFE’s cash in payment of obligations of FFE to third parties or to shareholders, and any payment by FFE of cash to shareholders in discharge of now existing or hereafter arising obligations of FFE shall not be deemed to be a dividend or other distribution to such shareholder giving rise to a right of Participant to receive a dividend or distribution hereunder.

9.Non Transferability.  Except as expressly provided herein, the Phantom Shares and/or any rights and benefits granted in this Agreement may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent or distribution, and shall not be subject to execution, attachment or similar process.  Subject to such limitation, this Agreement shall insure to the benefit of and be binding upon the successors and assigns of the parties hereto, expressly provided, however, that the ability of Participant to assign its rights pursuant to this Agreement shall be limited pursuant to the terms hereof.

10.No Fiduciary Relationship.  The Boards of Directors and the Officers of FFE, Inc. and Industries shall have no duty to manage or operate in order to maximize the benefits granted to Participant hereunder, but rather shall have full discretionary power to make all management and operational decisions based on their determination of their respective best interest.  This Agreement shall not be construed to create a fiduciary relationship between such Boards or the Officers of FFE, Inc. and Industries and the Participant.

11.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

12.Entire Agreement.  This Agreement embodies and constitutes the entire understanding between the parties with respect to the subject matter hereof and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Agreement.  Neither this Agreement nor any provision herein may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against whom the enforcement of such waiver, modification, amendment, discharge of termination is sought, and then only to the extent set forth in such instrument.

13.No Employment Guarantee.  Nothing in the Plan or the Trust shall be construed as an employment contract or guarantee of continued employment with the Employer.  The rights of any Participant shall only be those as are expressly set forth in this Plan.

14.Captions.  The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope of intent of this Agreement or any of the provisions hereof.

15.Counterpart Execution.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

16.Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable and shall not invalidate the remaining provisions of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be effected by the illegal, invalid or unenforceable provision or by its severance from this agreement.

17.Taxes.  FFE shall be entitled to deduct from amounts payable or items distributable hereunder any sums required by federal, state, or local tax law to be withheld with respect to such payments or distributions.  FFE will advise Participant and of the existence of such tax and of the amount that FFE is required to withhold.  Prior to any distribution of non-cash items FFE will advise Participant and if any withholding is required out of such distribution and if required of FFE’s calculation and method of calculation of the amount to be withheld.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first set forth above.

FFE TRANSPORTATION SERVICES, INC.

By:	/s/ Stoney M. Stubbs, Jr.
Name:	Stoney M. Stubbs, Jr.
Title:	Chairman of the Board

EXHIBIT A

ELIGIBLE MANAGERS

EXHIBIT B

INCENTIVE BONUS CALCULATION

Operating Ratio	Group B VP's						Group B VP's
	1989			Prop. 1990			1989			Prop. 1990
100.0+		-11	%		-11	%		-9	%		-9	%
99.9-96.1		0			0			0			0
96.0		11			7			9			6
95.5		13			11			10			7
95.0		14			13			11			9
94.5		15			15			12			11
94.0		16			17			13			13
93.5		17			19			14			15
93.0		18			20			15			16
92.5		19			21			16			17
92.0		20			23			17			18
91.5		20			25			18			20

EX-99

EXHIBIT 99.1

Company Contacts:

Stoney M. (“Mit”) Stubbs, Jr., CEO

Thomas G. Yetter, Interim CFO

Email: ir@ffex.net

(214) 630-8090

Frozen Food Express Announces Expected Fourth Quarter

and Full-Year 2005 Results; Appoints Thomas G. Yetter

As Interim Chief Financial Officer and

Announces Restatements of Prior-Period Balance Sheets

Dallas, Texas - February 17, 2006-- Frozen Food Express Industries, Inc. FFEX today announced preliminary financial and operating results for the fourth quarter and year ended December 31, 2005.

Fourth quarter 2005 revenue is expected to be approximately $142 million. Earnings per diluted share are expected to be in the range of $0.32 to $0.35 per diluted share for the fourth quarter of 2005, ahead of expectations. Freight revenue for the three months ended December 31, 2005 is expected to approximate $140 million, a 14% increase over the fourth quarter of 2004. Fourth quarter 2005 freight revenue, excluding fuel surcharges, is expected to approximate $120 million, as compared to $111.4 million during the comparable period of 2004.

For the twelve months ended December 31, 2005, freight revenue is expected to approximate $514 million. Full year 2005 freight revenue, excluding fuel surcharges is expected to approximate $450 million, or about 4% more than 2004. Full-year diluted earnings per share are expected to be in the range of $1.07 to $1.10, as compared to 59 cents during 2004. Full-year 2005 net income includes $3.8 million from the sale of a life insurance investment during the second quarter of 2005.

The Company also announced that Thomas G. Yetter, who has been with FFEX for twenty years and has served as the Company's Treasurer since 1988, has been appointed Interim Chief Financial Officer to replace Gary M. Pruden who has resigned his positions as an officer and director of the Company. In connection with his departure, Mr. Pruden met with the Audit Committee of the Company's Board of Directors to discuss unsubstantiated allegations reported to him relating to questionable billing practices and certain other operational matters. The Audit Committee is in the process of selecting independent counsel to assist the committee in its investigation of these matters.

Stoney M. Stubbs, Jr., Chairman and CEO, commented, "We capped off a strong year with record performance in the fourth quarter. We continued to benefit from healthy demand for our truckload and less-than-truckload services characterized by increased freight rates, higher utilization, and improved density levels within our defined network. We also generated approximately $6.5 million in revenue during the fourth quarter from services provided in the aftermath of Hurricane Katrina, including revenue from dedicated fleet activity and trailer rentals.

"In connection with the investigation, the Company is taking all necessary actions to assist the committee. At this time, while we cannot comment in further detail, we believe that there will be no material impact on the Company's operating results."

The Company is finalizing the classification of certain balance sheet amounts involving lease arrangements with a related party. In accordance with the Financial Accounting Standards Board's Financial Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN No. 46(R)"), due to certain terms and conditions present in one such arrangement between FFEX and a family partnership controlled by an executive officer of FFEX, the Company has determined that the family partnership is a variable interest entity that is required to be consolidated into the financial statements of FFEX. The Company will restate its prior-period balance sheets beginning with the first quarter of 2004 to reflect the inclusion of the family partnership's net book value of the leased assets and related short-term debt. The consolidation of the family partnership will not impact revenue, pre-tax income or net income or net income per share previously reported by FFEX. The impact to the December 31, 2004 consolidated balance sheet will increase the net book value of property and equipment and short-term debt by approximately $4.5 million. As of December 31, 2005, such values had (through amortization) declined to approximately $3.5 million.

About FFEX

Frozen Food Express Industries, Inc. is the largest publicly-owned, temperature-controlled carrier of perishable goods (primarily food products, health care supplies and confectionery items) on the North American continent. Its services extend from Canada, throughout the 48 contiguous United States, and into Mexico. The refrigerated trucking company is the only one serving this market that is full-service -- providing full-truckload, less-than- truckload and dedicated fleet transportation of refrigerated and frozen products. Its refrigerated less-than-truckload operation is also the largest on the North American continent. The company also provides full-truckload transportation of non-temperature-sensitive goods through its non-refrigerated trucking fleet, American Eagle Lines. Additional information about Frozen Food Express Industries, Inc. can be found at the company's web site, http://www.ffex.net .

Forward-Looking Statements

This report contains information and forward-looking statements that are based on management's current beliefs and expectations and assumptions which are based upon information currently available. Forward-looking statements include statements relating to plans, strategies, objectives, expectations, intentions, and adequacy of resources, and may be identified by words such as "will", "could", "should", "believe", "expect", "intend", "plan", "schedule", "estimate", "project", and similar expressions. These statements are based on current expectations and are subject to uncertainty and change.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Should one or more of the risks or uncertainties underlying such expectations not materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

Among the key factors that are not within management's control and that may have a bearing on operating results are demand for the company's services and products, and its ability to meet that demand, which may be affected by, among other things, competition, weather conditions and the general economy, the availability and cost of labor, the ability to negotiate favorably with lenders and lessors, the effects of terrorism and war, the availability and cost of equipment, fuel and supplies, the market for previously-owned equipment, the impact of changes in the tax and regulatory environment in which the company operates, operational risks and insurance, risks associated with the technologies and systems used and the other risks and uncertainties described in the company's filings with the Securities and Exchange Commission.

EX-99.2

EXHIBIT 99.2

INDEX TO EXHIBIT 99.2

Restated Unaudited Balance Sheets as of the following dates:	Page Number
March 31, 2004	1
June 30, 2004	2
September 30, 2004	3
December 31, 2004	4
March 31, 2005	5
June 30, 2005	6
September 30, 2005	7

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of March 31, 2004 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	1,088	$	1,088
Accounts receivable		52,732		52,732
Inventories		3,551		3,551
Tires on equipment in use		5,126		5,126
Deferred federal income tax		1,464		1,464
Other current assets		7,490		7,490
Total current assets		71,451		71,451
Property and equipment, net		63,646		67,700
Other assets		11,599		11,599
	$	146,696	$	150,750
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	20,859	$	20,859
Accrued claims, current		7,622		7,622
Accrued payroll		5,943		5,943
Accrued liabilities		2,218		6,272
Total current liabilities		36,642		40,696
Long-term debt		6,500		6,500
Deferred federal income tax		2,746		2,746
Accrued claims, noncurrent		14,522		14,522
		60,410		64,464
Shareholder's equity
Par value of common stock (17,314 shares issued)		25,971		25,971
Capital in excess of par value		951		951
Retained earnings		59,789		59,789
		86,711		86,711
Less-treasury stock (128 shares), at cost		425		425
Total shareholders' equity		86,286		86,286
	$	146,696	$	150,750

PAGE 1

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of June 30, 2004 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	2,852	$	2,852
Accounts receivable		55,159		55,159
Inventories		3,222		3,222
Tires on equipment in use		4,819		4,819
Deferred federal income tax		1,267		1,267
Other current assets		6,096		6,096
Total current assets		73,415		73,415
Property and equipment, net		64,279		68,136
Other assets		13,231		13,231
	$	150,925	$	154,782
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	24,758	$	24,758
Accrued claims, current		7,213		7,213
Accrued payroll		6,675		6,675
Accrued liabilities		2,301		6,158
Total current liabilities		40,947		44,804
Long-term debt		1,000		1,000
Deferred federal income tax		4,246		4,246
Accrued claims, noncurrent		14,642		14,642
		60,835		64,692
Shareholder's equity
Par value of common stock (17,379 shares issued)		26,069		26,069
Capital in excess of par value		1,192		1,192
Retained earnings		63,281		63,281
		90,542		90,542
Less-treasury stock (128 shares), at cost		452		452
Total shareholders' equity		90,090		90,090
	$	150,925	$	154,782

PAGE 2

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of September 30, 2004 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	7,267	$	7,267
Accounts receivable		56,836		56,836
Inventories		2,302		2,302
Tires on equipment in use		5,312		5,312
Deferred federal income tax		2,611		2,611
Other current assets		8,647		8,647
Total current assets		82,975		82,975
Property and equipment, net		73,060		76,081
Other assets		12,190		12,190
	$	168,225	$	171,246
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	26,430	$	26,430
Accrued claims, current		7,647		7,647
Accrued payroll		6,131		6,131
Accrued liabilities		5,748		8,769
Total current liabilities		45,956		48,977
Long-term debt		7,000		7,000
Deferred federal income tax		5,956		5,956
Accrued claims, noncurrent		16,317		16,317
		75,229		78,250
Shareholder's equity
Par value of common stock (17,428 shares issued)		26,142		26,142
Capital in excess of par value		1,292		1,292
Retained earnings		66,801		66,801
		94,235		94,235
Less-treasury stock (235 shares), at cost		1,239		1,239
Total shareholders' equity		92,996		92,996
	$	168,225	$	171,246

PAGE 3

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of December 31, 2004 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	3,142	$	3,142
Accounts receivable		57,954		57,954
Inventories		1,818		1,818
Tires on equipment in use		5,157		5,157
Deferred federal income tax		3,473		3,473
Other current assets		9,103		9,103
Total current assets		80,647		80,647
Property and equipment, net		78,039		82,513
Other assets		12,006		12,006
	$	170,692	$	175,166
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	31,985	$	31,985
Accrued claims, current		13,068		13,068
Accrued payroll		9,070		9,070
Accrued liabilities		2,147		6,621
Total current liabilities		56,270		60,744
Long-term debt		2,000		2,000
Deferred federal income tax		8,551		8,551
Accrued claims, noncurrent		6,825		6,825
		73,646		78,120
Shareholder's equity
Par value of common stock (17,653 shares issued)		26,480		26,480
Capital in excess of par value		2,518		2,518
Retained earnings		68,603		68,603
		97,601		97,601
Less-treasury stock (130 shares), at cost		555		555
Total shareholders' equity		97,046		97,046
	$	170,692	$	175,166

PAGE 4

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of March 31, 2005 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	1,676	$	1,676
Accounts receivable		55,366		55,366
Inventories		2,013		2,013
Tires on equipment in use		4,674		4,674
Deferred federal income tax		4,770		4,770
Other current assets		5,854		5,854
Total current assets		74,353		74,353
Property and equipment, net		82,168		86,429
Other assets		12,135		12,135
	$	168,656	$	172,917
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	25,412	$	25,412
Accrued claims, current		12,908		12,908
Accrued payroll		8,507		8,507
Accrued liabilities		1,434		5,695
Total current liabilities		48,261		52,522
Long-term debt		1,000		1,000
Deferred federal income tax		10,247		10,247
Accrued claims, noncurrent		6,321		6,321
		65,829		70,090
Shareholder's equity
Par value of common stock (17,922 shares issued)		26,883		26,883
Capital in excess of par value		4,653		4,653
Retained earnings		71,910		71,910
		103,446		103,446
Less-treasury stock (130 shares), at cost		619		619
Total shareholders' equity		102,827		102,827
	$	168,656	$	172,917

PAGE 5

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of June 30, 2005 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	9,429	$	9,429
Accounts receivable		56,712		56,712
Inventories		2,453		2,453
Tires on equipment in use		4,724		4,724
Deferred federal income tax		4,081		4,081
Other current assets		7,112		7,112
Total current assets		84,511		84,511
Property and equipment, net		78,284		82,332
Other assets		12,133		12,133
	$	174,928	$	178,976
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	24,128	$	24,128
Accrued claims, current		13,386		13,386
Accrued payroll		9,449		9,449
Accrued liabilities		3,861		7,909
Total current liabilities		50,824		54,872
Long-term debt		-		-
Deferred federal income tax		7,941		7,941
Accrued claims, noncurrent		6,482		6,482
		65,247		69,295
Shareholder's equity
Par value of common stock (18,072 shares issued)		27,108		27,108
Capital in excess of par value		5,540		5,540
Retained earnings		77,709		77,709
		110,357		110,357
Less-treasury stock (133 shares), at cost		676		676
Total shareholders' equity		109,681		109,681
	$	174,928	$	178,976

PAGE 6

Consolidated Balance Sheet Frozen Food Express Industries, Inc. As of September 30, 2005 (unaudited, in thousands)
	As Reported		As Restated
Assets
Current assets
Cash and cash equivalents	$	7,807	$	7,807
Accounts receivable		63,243		63,243
Inventories		2,214		2,214
Tires on equipment in use		4,779		4,779
Deferred federal income tax		615		615
Other current assets		11,428		11,428
Total current assets		90,086		90,086
Property and equipment, net		82,978		86,812
Other assets		10,755		10,755
	$	183,819	$	187,653
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable	$	30,198	$	30,198
Accrued claims, current		14,380		14,380
Accrued payroll		9,986		9,986
Accrued liabilities		3,839		7,673
Total current liabilities		58,403		62,237
Long-term debt		-		-
Deferred federal income tax		6,285		6,285
Accrued claims, noncurrent		6,941		6,941
		71,629		75,463
Shareholder's equity		27,205		27,205
Par value of common stock (18,137 shares issued)		5,946		5,946
Capital in excess of par value		82,685		82,685
Retained earnings		115,836		115,836
Less-treasury stock (419 shares), at cost		3,646		3,646
Total shareholders' equity		112,190		112,190
	$	183,819	$	187,653

PAGE 7

EX-99.3

EXHIBIT 99.3

INDEX TO EXHIBIT 99.3

Restated Unaudited Statements of Income for the following periods:	Page Number
Three Months Ended March 31, 2004	1
Three and Six Months Ended June 30, 2004	2
Three and Nine Months Ended September 30, 2004	3
Year Ended December 31, 2004	4
Three Months Ended March 31, 2005	5
Three and Six Months Ended June 30, 2005	6
Three and Nine Months Ended September 30, 2005	7

Statement of Income Frozen Food Express Industries, Inc. For the Three Months Ended March 31, 2004 (unaudited and in thousands, except per-share amounts)
	As Reported			As Restated
Revenue:
Freight revenue	$	106,489		$	106,489
Non-freight revenue		2,442			2,442
		108,931			108,931
Costs and Expenses:
Freight Operating Expenses:
Salaries, wages and related expenses		29,010			29,010
Purchased transportation		30,412			30,412
Fuel		13,089			13,089
Supplies and expenses		12,311			12,311
Revenue equipment rent		8,250			7,972
Depreciation		4,612			4,809
Communications and utilities		974			974
Claims and insurance		2,888			2,888
Operating taxes and licenses		1,128			1,128
Gain on disposition of equipment		(361	)		(361	)
Miscellaneous expenses		866			866
		103,179			103,098
Non-freight costs and operating expenses		2,462			2,462
		105,641			105,560
Income from Operations		3,290			3,371
Interest and other expense		196			277
Income Before Income Tax		3,094			3,094
Provision for Income Tax		1,154			1,154
Net Income	$	1,940		$	1,940
Net income per share of common stock
Basic	$	0.11		$	0.11
Diluted	$	0.11		$	0.11
Weighted average shares outstanding
Basic		17,139			17,139
Diluted		18,261			18,261

PAGE 1

Statements of Income Frozen Food Express Industries, Inc. For the Three and Six Month Periods Ended June 30, 2004 (unaudited and in thousands, except per-share amounts)
	Three Months As Reported			Three Months As Restated			Six Months As Reported			Six Months As Restated
Revenue:
Freight revenue	$	114,746		$	114,746		$	221,235		$	221,235
Non-freight revenue		3,392			3,392			5,834			5,834
		118,138			118,138			227,069			227,069
Costs and Expenses:
Freight Operating Expenses:
Salaries, wages and related expenses		30,670			30,670			59,680			59,680
Purchased transportation		32,281			32,281			62,693			62,693
Fuel		14,467			14,467			27,556			27,556
Supplies and expenses		13,767			13,767			26,078			26,078
Revenue equipment rent		7,888			7,610			16,138			15,582
Depreciation		4,878			5,075			9,490			9,885
Communications and utilities		942			942			1,916			1,916
Claims and insurance		2,910			2,910			5,798			5,798
Operating taxes and licenses		1,163			1,163			2,291			2,291
Gain on disposition of equipment		(604	)		(604	)		(965	)		(965	)
Miscellaneous expenses		1,797			1,797			2,663			2,663
		110,159			110,078			213,338			213,177
Non-freight costs and operating expenses		2,960			2,960			5,422			5,422
		113,119			113,038			218,760			218,599
Income from Operations		5,019			5,100			8,309			8,470
Interest and other (income) expense		(349	)		(268	)		(153	)		8
Income Before Income Tax		5,368			5,368			8,462			8,462
Provision for Income Tax		1,876			1,876			3,030			3,030
Net Income	$	3,492		$	3,492		$	5,432		$	5,432
Net income per share of common stock
Basic	$	0.20		$	0.20		$	0.32		$	0.32
Diluted	$	0.19		$	0.19		$	0.30		$	0.30
Weighted average shares outstanding
Basic		17,209			17,209			17,174			17,174
Diluted		17,937			17,937			17,894			17,894

PAGE 2

Statements of Income Frozen Food Express Industries, Inc. For the Three and Nine Month Periods Ended September 30, 2004 (unaudited and in thousands, except per-share amounts)
	Three Months As Reported			Three Months As Restated			Nine Months As Reported			Nine Months As Restated
Revenue:
Freight revenue	$	120,531		$	120,531		$	341,766		$	341,766
Non-freight revenue		2,590			2,590			8,424			8,424
		123,121			123,121			350,190			350,190
Costs and Expenses:											-
Freight Operating Expenses:											-
Salaries, wages and related expenses		31,257			31,257			90,937			90,937
Purchased transportation		30,704			30,704			93,397			93,397
Fuel		15,990			15,990			43,546			43,546
Supplies and expenses		16,241			16,241			42,319			42,319
Revenue equipment rent		7,765			7,487			23,903			23,069
Depreciation		4,827			5,024			14,317			14,909
Communications and utilities		1,020			1,020			2,936			2,936
Claims and insurance		5,598			5,598			11,396			11,396
Operating taxes and licenses		1,197			1,197			3,488			3,488
Gain on disposition of equipment		(415	)		(415	)		(1,380	)		(1,380	)
Miscellaneous expenses		1,626			1,626			4,289			4,289
		115,810			115,729			329,148			328,906
Non-freight costs and operating expenses		2,466			2,466			7,888			7,888
		118,276			118,195			337,036			336,794
Income from Operations		4,845			4,926			13,154			13,396
Interest and other income		(516	)		(435	)		(669	)		(427	)
Income Before Income Tax		5,361			5,361			13,823			13,823
Provision for Income Tax		1,841			1,841			4,871			4,871
Net Income	$	3,520		$	3,520		$	8,952		$	8,952
Net income per share of common stock
Basic	$	0.20		$	0.20		$	0.52		$	0.52
Diluted	$	0.20		$	0.20		$	0.50		$	0.50
Weighted average shares outstanding
Basic		17,235			17,235			17,196			17,196
Diluted		17,971			17,971			17,926			17,926

PAGE 3

Statement of Income Frozen Food Express Industries, Inc. For the Year Ended December 31, 2004 (unaudited and in thousands, except per-share amounts)
	As Reported			As Restated
Revenue:
Freight revenue	$	464,689		$	464,689
Non-freight revenue		9,741			9,741
		474,430			474,430
Costs and Expenses:
Freight Operating Expenses:
Salaries, wages and related expenses		123,298			123,298
Purchased transportation		125,860			125,860
Fuel		60,124			60,124
Supplies and expenses		56,488			56,488
Revenue equipment rent		31,388			30,227
Depreciation		19,899			20,723
Communications and utilities		4,016			4,016
Claims and insurance		18,056			18,056
Operating taxes and licenses		4,544			4,544
Gain on disposition of equipment		(2,184	)		(2,184	)
Miscellaneous expenses		7,170			7,170
		448,659			448,322
Non-freight costs and operating expenses		8,931			8,931
		457,590			457,253
Income from Operations		16,840			17,177
Interest and other income		(252	)		85
Income before Income Tax		17,092			17,092
Provision for income tax		6,338			6,338
Net income	$	10,754		$	10,754
Net income per share of common stock
Basic	$	0.62		$	0.62
Diluted	$	0.59		$	0.59

PAGE 4

Statement of Income Frozen Food Express Industries, Inc. For the Three Months Period Ended March 31, 2005 (unaudited and in thousands, except per-share amounts)
	As Reported			As Restated
Revenue:
Freight revenue	$	115,872		$	115,872
Non-freight revenue		2,157			2,157
		118,029			118,029
Costs and Expenses:					-
Freight Operating Expenses:					-
Salaries, wages and related expenses		30,626			30,626
Purchased transportation		29,566			29,566
Fuel		16,719			16,719
Supplies and expenses		15,166			15,166
Revenue equipment rent		6,777			6,450
Depreciation		5,822			6,047
Communications and utilities		1,026			1,026
Claims and insurance		3,437			3,437
Operating taxes and licenses		1,176			1,176
Gain on disposition of equipment		(1,157	)		(1,157	)
Miscellaneous expenses		1,188			1,188
		110,346			110,244
Non-freight costs and operating expenses		2,152			2,152
		112,498			112,396
Income from operations		5,531			5,633
Interest and other (income) expense		90			192
Income before income tax		5,441			5,441
Provision for income tax		2,134			2,134
Net income	$	3,307		$	3,307
Net income per share of common stock
Basic	$	0.19		$	0.19
Diluted	$	0.18		$	0.18
Weighted average shares outstanding
Basic		17,656			17,656
Diluted		18,724			18,724

PAGE 5

Statements of Income Frozen Food Express Industries, Inc. For the Three and Six Month Periods Ended June 30, 2005 (unaudited and in thousands, except per-share amounts)
	Three Months As Reported			Three Months As Restated			Six Months As Reported			Six Months As Restated
Revenue:
Freight revenue	$	123,250		$	123,250		$	239,122		$	239,122
Non-freight revenue		3,430			3,430			5,587			5,587
		126,680			126,680			244,709			244,709
Costs and Expenses:
Freight Operating Expenses:
Salaries, wages and related expenses		32,628			32,628			63,254			63,254
Purchased transportation		31,605			31,605			61,171			61,171
Fuel		19,090			19,090			35,809			35,809
Supplies and expenses		15,901			15,901			31,067			31,067
Revenue equipment rent		7,301			7,004			14,078			13,454
Depreciation		5,493			5,697			11,315			11,744
Communications and utilities		900			900			1,926			1,926
Claims and insurance		3,151			3,151			6,588			6,588
Operating taxes and licenses		1,026			1,026			2,202			2,202
Gain on disposition of equipment		(1,493	)		(1,493	)		(2,650	)		(2,650	)
Miscellaneous expenses		1,697			1,697			2,885			2,885
		117,299			117,206			227,645			227,450
Non-freight costs and operating expenses		3,288			3,288			5,440			5,440
		120,587			120,494			233,085			232,890
Income from operations		6,093			6,186			11,624			11,819
Interest and other income		(3,445	)		(3,352	)		(3,355	)		(3,160	)
Income before income tax		9,538			9,538			14,979			14,979
Provision for income tax		3,739			3,739			5,873			5,873
Net income	$	5,799		$	5,799		$	9,106		$	9,106
Net income per share of common stock
Basic	$	0.33		$	0.33		$	0.51		$	0.51
Diluted	$	0.31		$	0.31		$	0.49		$	0.49
Weighted average shares outstanding
Basic		17,843			17,843			17,750			17,750
Diluted		18,759			18,759			18,751			18,751

PAGE 6

Statements of Income Frozen Food Express Industries, Inc. For the Three and Nine Month Periods Ended September 30, 2005 (unaudited and in thousands, except per-share amounts)
	Three Months As Reported			Three Months As Restated			Nine Months As Reported			Nine Months As Restated
Revenue:
Freight revenue	$	135,136		$	135,136		$	374,258		$	374,258
Non-freight revenue		2,403			2,403			7,990			7,990
		137,539			137,539			382,248			382,248
Costs and Expenses:
Freight Operating Expenses:
Salaries, wages and related expenses		33,892			33,892			97,146			97,146
Purchased transportation		32,190			32,190			93,361			93,361
Fuel		22,862			22,862			58,671			58,671
Supplies and expenses		17,006			17,006			48,073			48,073
Revenue equipment rent		8,150			7,849			22,228			21,303
Depreciation		4,888			5,095			16,203			16,838
Communications and utilities		1,087			1,087			3,013			3,013
Claims and insurance		4,293			4,293			10,881			10,881
Operating taxes and licenses		1,218			1,218			3,420			3,420
Gain on disposition of equipment		(923	)		(923	)		(3,573	)		(3,573	)
Miscellaneous expenses		1,959			1,959			4,844			4,844
		126,622			126,528			354,267			353,977
Non-freight costs and operating expenses		2,042			2,042			7,482			7,482
		128,664			128,570			361,749			361,459
Income from operations		8,875			8,969			20,499			20,789
Interest and other (income) expense		517			611			(2,838	)		(2,548	)
Income before income tax		8,358			8,358			23,337			23,337
Provision for income tax		3,382			3,382			9,255			9,255
Net income	$	4,976		$	4,976		$	14,082		$	14,082
Net income per share of common stock
Basic	$	0.28		$	0.28		$	0.79		$	0.79
Diluted	$	0.26		$	0.26		$	0.75		$	0.75
Weighted average shares outstanding
Basic		17,944			17,944			17,817			17,817
Diluted		18,873			18,873			18,971			18,971

PAGE 7

EX-99.4

Exhibit 99.4

Compensation Arrangements for Thomas G. Yetter

February 15, 2006

The following is a summary of the compensation arrangement as of February 15, 2006 for Thomas G. Yetter in his capacity as Treasurer and Interim Chief Financial Officer of the Company.

Annual Base Salary. $162,500.

Annual and Long-Term Incentive Compensation Plans. Participation in the FFE Transportation Services, Inc. Management Phantom Stock Plan, the 2005 Stock Incentive Plan and the FFE Transportation Services 1992 Phantom Stock Plan.

Benefit Plans and Other Arrangements. Mr. Yetter participates in the Company's broad-based programs including health, disability and life insurance programs, the Frozen Food Express Industries, Inc. 401 (k) Savings Plan, the Frozen Food Express Industries, Inc. 2005 Stock Incentive Plan and the FFE Transportation Services, Inc. 401 (k) Wrap Plan. He participates in the Key Employee Supplemental Medical Plan.

Perquisites. Mr. Yetter participates in certain programs offered by the Company, including $300 per month automobile allowance, and a Holiday bonus equal to one weeks annual base salary.