8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

April 25, 2007

FROZEN FOOD EXPRESS INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas (State or Other Jurisdiction of Incorporation)	1-10006 COMMISSION FILE NUMBER	75-1301831 (IRS Employer Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309 (Address of Principal Executive Offices)		(214) 630-8090 (Registrant's telephone number, including area code)

	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:
r	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r	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

On April 25, 2007 the Registrant and its banks agreed to the terms of the First Amendment to the Amended and Restated Credit Agreement between Comerica Bank-Texas as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc., as Borrower and certain of its affiliates as of October 12, 2006. A copy of the First Amendment is filed herewith as Exhibit 10.1. The purpose of the amendment was to amend the dividends and distributions allowable under the Credit Agreement.

ITEM 2.02.	Results of Operation and Financial Condition
	On April 26, 2007, Frozen Food Express Industries, Inc. issued a news release announcing its results of operations for the three-month period ended March 31, 2007, as compared to the comparable period of 2006.  A copy of the news release is furnished, but not filed herewith, as Exhibit 99.1.

ITEM 9.01.	Financial Statements and Exhibits
(d) EXHIBITS
	The following exhibits are filed pursuant to Item 9.01 of Form 8-K.
10.1	First Amendment to the Amended and Restated Credit Agreement between Comerica Bank-Texas as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates as of October 12, 2006.
99.1	Press Release dated April 26, 2007 of Frozen Food Express Industries, Inc.

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.
Dated:  April 26, 2007	By:	/s/ Thomas G. Yetter
		Thomas G. Yetter Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX
Exhibit No.	Exhibit Title
10.1	First Amendment to the Amended and Restated Credit Agreement between Comerica Bank-Texas as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates as of October 12, 2006.
99.1	Press Release dated April 26, 2007 of Frozen Food Express Industries, Inc.

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”) made as of April 25, 2007 among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“Borrower”), LASALLE BANK NATIONAL ASSOCIATION, as a Bank, Collateral Agent and Syndication Agent (“LaSalle”) and COMERICA BANK, a Michigan banking corporation, as a Bank, Issuing Bank and Administrative Agent (individually, as “Administrative Agent” and collectively with “LaSalle”, the “Bank”).

W I T N E S S E T H:

WHEREAS, Borrower and Bank have entered into that certain Amended and Restated Credit Agreement dated as of October 12, 2006 (as heretofore amended, the “Original Credit Agreement”), for the purposes and consideration therein expressed, pursuant to which Bank became obligated to make loans to Borrower as therein provided; and

WHEREAS, Borrower and Bank desire to amend the Original Credit Agreement as provided herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Credit Agreement, in consideration of the loans which may hereafter be made by Bank to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

Definitions and References

§ 1.1.Terms Defined in the Original Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Credit Agreement shall have the same meanings whenever used in this Amendment.

§ 1.2.Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this § 1.2.

“Amendment” means this First Amendment to Credit Agreement.

“Amendment Documents” means, collectively, this Amendment and the confirmation by Guarantor with respect to this Amendment and any other document required to be delivered by Borrower pursuant to Article III hereof.

“Credit Agreement” means the Original Credit Agreement as amended hereby.

ARTICLE II.

Amendments to Original Credit Agreement

§ 2.1.Dividends and Distributions. Section 5.2 (e) (i) of the Original Credit Agreement is hereby amended in its entirety to read as follows:

“(i)If no Default or Potential Default exists, Parent may declare and pay cash dividends and/or redeem its common stock from time to time provided (A) that the amount of such dividends and/or such redemption prices declared or paid during any fiscal quarter of Parent shall not exceed 100% of the positive Net Income of Parent and its consolidated subsidiaries for the immediately preceding fiscal quarter; provided that the amount of such dividends and/or such redemption prices declared or paid during the fiscal quarter of Parent ending June 30, 2007 shall not exceed the sum of (x) 100% of the positive Net Income of Parent and its consolidated subsidiaries for the immediately preceding fiscal quarter, plus (y) $1,900,000, (B) that Parent and each other Company would otherwise be in compliance with all other financial covenants contained in this Agreement if such financial covenants were measured as of the date such dividends are paid or such redemptions are made after giving effect to such dividends and/or redemptions, and (C) if such dividend is made with any proceeds of death benefits received under life insurance policies, the amount of such dividend shall not exceed the amount of the after-tax proceeds of such death benefit.”

ARTICLE III.

Conditions of Effectiveness

§ 3.1.Effective Date. This Amendment shall become effective as of the date first above written when and only when Bank shall have received, at Bank’s office,

(a)a duly executed counterpart of this Amendment,

(b)a duly executed Consent and Agreement from Guarantor in the form of Exhibit A hereto, and

(c)each other document to be executed and delivered by Borrower pursuant hereto or thereto.

ARTICLE IV.

Representations and Warranties

§ 4.1.Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that:

(a)The representations and warranties contained in Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;

(b)Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder;

(c)The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;

(d)When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors’ rights generally and by principles of equity applying to creditors’ rights generally; and

(e)The audited annual consolidated financial statements of Borrower dated as of December 31, 2006 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower.

ARTICLE V.

Miscellaneous

§ 5.1.Ratification of Agreement. The Original Credit Agreement as hereby amended is hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to refer to this Amendment also. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Bank under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

§ 5.2.Survival of Agreements. All representations, warranties, covenants and agreements of Borrower herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by Borrower hereunder or under the Credit Agreement to Bank shall be deemed to constitute representations and warranties by, or agreements and covenants of, Borrower under this Amendment and under the Credit Agreement.

§ 5.3.Loan Documents. This Amendment and the other Amendment Documents are each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

§ 5.4.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas and any applicable laws of the United States of America in all respects, including construction, validity and performance.

§ 5.5.Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be duly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

FFE TRANSPORTATION SERVICES, INC.,

as Borrower

By:/s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

COMERICA BANK,

as a Bank, as Issuing Bank

and as Administrative Agent

By:/s/ Donald P. Hellman

Donald P. Hellman

Senior Vice President

LASALLE BANK NATIONAL ASSOCIATION,

as a Bank, as Collateral Agent and

as Syndication Agent

By:/s/ Christopher L. Hursey

Name: Christopher L. Hursey

Title: Vice President

EXHIBIT A

CONSENT AND AGREEMENT

Each of the undersigned Guarantors hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Amended and Restated Guaranty and Amended and Restated Security Agreement, each dated as of October 12, 2006, made by them for the benefit of Bank pursuant to the Credit Agreement, (iii) ratifies and confirms all other Loan Documents made by them for the benefit of Bank, (iv) agrees that all of their respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (v) agrees that such Guaranty, such Security Agreement and such other Loan Documents shall remain in full force and effect.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

FFE, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

CONWELL CORPORATION

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

FX HOLDINGS, INC. (formerly names AIRPRO HOLDINGS, INC.)

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

LISA MOTOR LINES, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

FROZEN FOOD EXPRESS, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

CONWELL CARTAGE, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

MIDDLETON TRANSPORTATION COMPANY

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

COMPRESSORS PLUS, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

FFE LOGISTICS, INC.

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

CONWELL LLC

By: /s/ Thomas G. Yetter

Thomas G. Yetter

Senior Vice President

EX-99.1

EXHIBIT 99.1

Contacts:

Stoney M. (“Mit”) Stubbs, Jr., CEO

Thomas G. Yetter, CFO

(214) 630-8090 

(800) 569-9200 

ir@ffex.net

Frozen Food Express Industries, Inc.

Announces First Quarter Results

Dallas, Texas, April 26, 2007--Frozen Food Express Industries, Inc. (Nasdaq-GS: FFEX) today announced its financial and operating results for the three-month period ending March 31, 2007.

For the quarter ended March 31, 2007, revenue was $106.5 million, as compared to $123.6 million during the same quarter of 2006. Excluding fuel surcharge, revenue declined 13.9%, to $91.8 million from $106.6 million of the first quarter of 2006. Of this decline, $1.7 million related to trailer rental from disaster-relief efforts associated with the aftermath of Hurricanes Katrina and Rita during the 2006 quarter. There was no such revenue during the 2007 period.

Revenue from freight brokerage operations increased by 6.9% to $3.1 million as compared to $2.9 million for the first quarter of 2006.

FFEX incurred a net loss from continuing operations of $233 thousand as compared to net income from continuing operations of $2.1 million during the same quarter of 2006. First quarter 2007 net loss from continuing operations per share of common stock was $0.01 as compared to diluted net income from continuing operations of $0.11 per share for the first quarter of 2006. During 2006, FFEX incurred a loss from discontinued operations of $145 thousand, or $0.01 diluted net loss from discontinued operations per share of common stock.

Stoney M. (“Mit”) Stubbs, President and CEO commented, “Our financial results for the first quarter of 2007 are not surprising as we anticipated lower utilization levels in a buyer’s market for over-the-road freight transportation services. Our full-truckload services generated nearly 15% fewer linehaul loaded miles on relatively flat pricing. Utilization was also negatively impacted as our average length of haul was 38 miles less than it was at this point last year. Also, some of our direct operating costs were up from the same period last year.

“During the second quarter of 2006 we began to change our employee-driver compensation programs and the arrangements we have with our full-truckload independent contractor fleets. As a result, driver wages and certain costs associated with purchased transportation on a percent of revenue basis (net of fuel surcharge), were higher in the first quarter of 2007 as compared to the same quarter of 2006. The rising costs of diesel fuel throughout the first quarter of 2007 also contributed towards an increase in costs.

“On a positive note and as history tells us, there were favorable volume indicators in the later part of the quarter which is a sign that shipper’s inventory levels are starting to neutralize the effects of extra capacity in our niche as we head into the warmer months of the year.

“Regarding our LTL operation, we were able to counteract the impact of lower freight volumes through more effective use of yield management techniques. Tonnage was down 2% as was the number of LTL shipments. However, our tonnage on a per truck basis remained the same as during the first quarter of 2006. We adjusted our pricing in the short-run generating enough demand to make a positive contribution on equipment and some fixed overhead costs. As a result, revenue per hundredweight decreased by 4% to $14.81 from $15.43 during the same quarter of last year. We believe that as freight volumes pick up over the balance of the year we will be able to work with our customers to increase pricing levels. These plans are underway and we should see the effects in the second quarter.

“We are most encouraged by the results coming from our brokerage operation. Our three-year strategy calls for expansion of our core-business through building agent and brokerage relationships that will enhance our non-asset based business. Our brokerage operation for the quarter out-performed expectations both at the top-line and net margin level.”

Mr. Stubbs concluded, “I want to make it clear that we are making progress with our strategic initiatives. That, together with the increasing business levels we saw late in the quarter, help us be optimistic that we are headed in the right direction and are on track to improve shareholder value on the schedule we have previously communicated.”

Conference Call and Webcast

FFEX will hold a conference call on Friday, April 27, 2007 at 11:00 a.m. Eastern Time (10:00 a.m. Central Standard Time) to discuss the first quarter 2007 operating results. Individuals wishing to participate in the conference call may do so by dialing (800) 299-7089 for domestic calls, (617) 801-9714 for international calls and entering the passcode 87999071 prior to the beginning of the call. There will also be a live webcast of the conference call that can be accessed by clicking on the webcast icon at http://www.ffex.net. A replay of the webcast will be available on the company's website within two hours after conclusion of the call or by telephone at (888) 286-8010 for domestic calls and (617) 617-801-6888 for international calls after 12:00 p.m. Eastern Time (11:00 a.m. Central Standard Time) for 30 days following the live webcast. The passcode for the replay will be 79189427.

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, 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 cause actual results to differ materially from those projected in such forward-looking statements 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 and owner-operators, 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.

FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

For the Three Months Ended March 31,

(In thousands, except per-share amounts)

(Unaudited)

		2007			2006
Revenue	$	106,508		$	123,598
Costs and expenses
Salaries, wages and related expenses		32,055			33,988
Purchased transportation		24,408			28,316
Fuel		18,956			20,818
Supplies and expenses		13,416			15,325
Revenue equipment rent		7,518			7,956
Depreciation		5,162			5,183
Communications and utilities		1,020			1,086
Claims and insurance		3,030			3,995
Operating taxes and licenses		1,169			1,301
Gain on disposition of equipment		(522	)		(634	)
Miscellaneous expenses		964			2,775
		107,176			120,109
(Loss) income from continuing operations		(668	)		3,489
Interest and other (income) expense
Interest expense		--			60
Interest income		(140	)		(117	)
Equity in earnings of limited partnership		(99	)		(137	)
Life insurance and other		27			(46	)
		(212	)		(240	)
Pre-tax (loss) income from continuing operations		(456	)		3,729
Income tax (benefit) expense		(223	)		1,649
Net (loss) income from continuing operations		(233	)		2,080
Loss from discontinued operations, net of tax		--			(145	)
Net (loss) income	$	(233	)	$	1,935
Net (loss) income from continuing operations per share of common stock
Basic	$	(0.01	)	$	0.12
Diluted	$	(0.01	)	$	0.11
Loss from discontinued operations per share of common stock
Basic	$	--		$	(0.01	)
Diluted	$	--		$	(0.01	)
Net (loss) income per share of common stock
Basic	$	(0.01	)	$	0.11
Diluted	$	(0.01	)	$	0.10
Weighted average shares outstanding
Basic		17,419			17,986
Diluted		17,419			18,896

FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES Operating Statistics For the Three Months Ended March 31, (Unaudited)
Freight revenue from [a]:	2007			2006
Full-truckload linehaul services	$	52.7		$	62.3
Dedicated Fleets		4.4			6.0
Total full-truckload		57.1			68.3
Less-than-truckload (“LTL”) services		30.4			32.4
Fuel surcharges		14.7			17.0
Freight brokerage		3.1			2.9
Equipment rental		1.2			3.0
Total freight revenue		106.5			123.6
Freight operating expenses		107.2			120.1
(Loss) income from freight operations	$	(0.7	)	$	3.5
Freight operating ratio [b]		100.6	%		97.2	%
Total full-truckload revenue	$	57.1		$	68.3
LTL revenue		30.4			32.4
Total linehaul and dedicated fleet revenue	$	87.5		$	100.7
Weekly average trucks in service		2,160			2,301
Revenue per truck per week [c]	$	3,151		$	3,404
Statistical and revenue data:
Full-truckload total linehaul miles [d]		40.5			47.1
Full-truckload loaded miles [d]		36.4			42.7
Full-truckload empty mile ratio [e]		10.1	%		9.3	%
Full-truckload linehaul revenue per total mile	$	1.30		$	1.32
Full-truckload linehaul revenue per loaded mile	$	1.45		$	1.46
Full-truckload linehaul shipments [f]		39.3			44.3
Full-truckload loaded miles per shipment		926			964
LTL hundredweight [f]		2,053			2,100
LTL linehaul revenue per hundredweight	$	14.81		$	15.43
Tractors in service as of March 31		2,122			2,304
Trailers in service as of March 31		3,809			4,180
Non-driver employees as of March 31		973			999

Notes:

a)   Revenue amounts are stated in millions of dollars.  The amounts presented in the table may not agree to the amounts shown in the accompanying statements of income due to rounding.

b)   Freight operating expenses divided by total freight revenue.

c)   Total linehaul and dedicated fleet revenue divided by number of weeks in period divided by average trucks in service.

d)   In millions.

e)   One minus the quotient of full-truckload loaded miles divided by full-truckload total linehaul miles.

f)   In thousands.

Other selected, unaudited, financial information for the three months ended March, 2007 and 2006 is as follows:		2007		2006
Depreciation and amortization expense	$	6,344	$	6,755