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)

May 24, 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

(a) At the Registrant’s Annual Meeting held on May 24, 2007, 15,950,357 shares were eligible to vote, of which 12,123,048 (76%) were cast in favor of the Amended and Restated 2005 Stock Incentive Plan.  The amendment has the effect of increasing the number of shares of Common Stock that may be issued under the plan from 1.7 million to 2.2 million shares.  The amended and restated plan became effective upon passage, and is filed herewith as exhibit 10 (i). (b) A meeting of the Registrant’s Board of Directors was held after the adjournment of the Annual Meeting, at which the Board of Directors took the following actions: Elected the persons named below to their indicated positions as Executive Officers of the Company.  Each person named below was elected to serve until the 2008 annual meeting or until their successor is named by the Board of Directors.  No other aspect of any Executive Officer’s position with the Company has changed, including but not limited to compensation arrangements. -Stoney M. Stubbs, Jr., President, Chairman and Chief Executive Officer -S. Russell Stubbs, Senior Vice President and Chief Operating Officer -Thomas G. Yetter, Senior Vice President, Chief Financial Officer and Treasurer At the meeting, Stoney M. Stubbs was also re-elected as a Class III director, as were Mr. T. Michael O’Connor and Mr. Jerry T. Armstrong.  Each Class III Director was elected to serve until the 2010 Annual Meeting.  There are currently eight Directors.  Mr. Brian R. Blackmarr, W. Mike Baggett and Thomas G. Yetter are Class II Directors, whose terms will expire at the 2009 Annual Meeting.  Mr. Leroy Hallman and Mr. S. Russell Stubbs are Class II Directors, whose terms will expire at the 2008 Annual Meeting. Also at the meeting, Mr. Jerry Armstrong was elected to serve as the Audit Committee Financial Expert and Chair of the Audit Committee.  Mr. Leroy Hallman, previous Chair of the Audit Committee will remain a member of the Audit Committee. (c) The company's 2005 Non-Employee Director Stock Plan provides that each non-employee director is to be awarded restricted shares at each annual meeting. Accordingly, 2,576 shares of restricted stock were awarded to the following persons at the 2007 annual meeting:

Director	Award Date	No. of Shares	Price ($)
-Brian Blackmarr	May 24, 2007	2,576	9.71
-W. Mike Baggett	May 24, 2007	2,576	9.71
-Leroy Hallman	May 24, 2007	2,576	9.71
-T. Michael O’Connor	May 24, 2007	2,576	9.71
-Jerry Armstrong	May 24, 2007	2,576	9.71

ITEM 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Registrant’s Annual Meeting held on May 24, 2007, the holders of 15,950,357 shares of common stock were voted, of which 13,257,107 (83.1%) voted in favor of the Registrant’s Amended and Restated Articles of Incorporation.  In addition to certain ministerial changes, the amendment increases the number of shares of common stock that the Registrant may have issued from 40 million to 75 million shares, and a 2/3 majority was required for the passage of the Amended and Restated Articles of Incorporation.  Accordingly the matter became effective as of May 24, 2007. The Amended and Restated Articles of Incorporation are filed herewith as exhibit 3 (i).

ITEM 9.01.	Financial Statements and Exhibits
(d) EXHIBITS
	The following exhibits are furnished pursuant to Item 9.01 of Form 8-K.
3 (i)	Amended and Restated Articles of Incorporation signed May 24, 2007.
10 (i)	Amended and Restated 2005 Stock Incentive Plan signed May 24, 2007.

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: May 25, 2007	By:	/s/ Thomas G. Yetter
		Thomas G. Yetter Treasurer and Chief Financial Officer

EXHIBIT INDEX
Exhibit No.	Exhibit Title
3 (i)	Amended and Restated Articles of Incorporation signed May 24, 2007.
10 (i)	Amended and Restated 2005 Stock Incentive Plan signed May 24, 2007.

EX-3.I

EXHIBIT 3 (i)

RESTATED

ARTICLES OF INCORPORATION

OF

FROZEN FOOD EXPRESS INDUSTRIES, INC.

A.  After being proposed by the Board of Directors of Frozen Food Express Industries, Inc. (the "Corporation") and submitted to the Corporation's shareholders in accordance with the Texas Business Corporation Act, the following amendment to the Articles of Incorporation, as amended, was adopted by the shareholders of the Corporation at the Annual Meeting of Shareholders held on  May 24, 2007, in conformity with the provisions of the Texas Business Corporation Act and the constituent documents of the Corporation:

Article Four of the Corporation's Articles of Incorporation, as amended, is amended in its entirety to read as follows:

“ARTICLE FOUR

The aggregate number of shares which the Corporation shall have authority to issue is Seventy-Five Million (75,000,000) shares of common stock of par value of One and 50/100 Dollars ($1.50) each.”

The Statement of Resolution Authorizing Incorporation by Reference of FFE Industries, Inc., filed with the Secretary of State of the State of Texas on March 9, 1970 is hereby deleted.

B.  The Corporation hereby adopts these Restated Articles of Incorporation which accurately copy the original Articles of Incorporation of the Corporation and all amendments thereto that are in effect to date and as further amended as set forth above and which contain no other change in any provision thereof except for the names and addresses of the persons currently serving as Directors set forth in Article Six and except that the names and addresses of the original incorporators are omitted.

C.  The Articles of Incorporation of the Corporation with all amendments thereto that are in effect to date are amended and restated in their entirety as follows and are superseded by these Restated Articles of Incorporation.

ARTICLE ONE

The name of the Corporation is FROZEN FOOD EXPRESS INDUSTRIES, INC.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purposes for which the Corporation is organized are:

(a) To transport goods, wares and merchandise or any valuable thing;

(b) To lease, rent, purchase and sell automobiles, trucks, tractors, trailers and all equipment, fixtures and fittings therefor;

(c) To purchase and sell truck, trailer and automotive equipment and supplies;

(d)   To purchase and sell mobile refrigerated equipment and allied devices;

(e)   To lease, purchase and operate truck stops, service station, inn and restaurant facilities;

(f)   To purchase and sell goods, wares, and merchandise generally, both at wholesale and retail;

(g)   To purchase and own patents, trademarks, service marks and copyrights with all rights incident thereto, and to manufacture products and processes under said patents and/or utilizing said trademarks or service marks, and to market, sell and distribute products and license dealers to use such processes or copyrights in prescribed territories on a royalty basis or otherwise, not prohibited by law;

(h)   To store, transport, buy and sell oil, gas, salt, brine, uranium and other mineral solutions and liquefied materials, to include but not be limited to sand and clay for the manufacture and sale of clay products;

(i) To establish and maintain an oil business, with authority to contract for the lease and purchase of the rights to prospect for, develop and use coal and other minerals, including uranium, petroleum and gas, and the right to erect, build and own all necessary oil tanks, cars, and pipes necessary for the operation of the business of the same; but the Corporation shall not engage, directly, in the oil pipe line business in this State;

(j)   To transact any manufacturing business and to purchase and sell goods, wares and merchandise used for and produced by such business;

(k)   To erect, own, operate, manage, use or lease, in whole or in part, any building or other structure located on real property owned by the Corporation;

(l)   To render and charge for services of every kind and character which the Corporation may legally perform in connection with its stated purposes;

(m)   To do everything necessary, proper, advisable or convenient for the accomplishing of the purposes hereinabove and hereinbelow set forth, and to do all other things incident thereto or in connection therewith, which are not forbidden by the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, by other laws or by these Restated Articles of Incorporation; and

(n)   To carry out the above stated purposes in any lawful manner, including, but not limited to doing so through the ownership of the capital stock of subsidiary corporations.

ARTICLE FOUR

The aggregate number of shares which the Corporation shall have authority to issue is Seventy-Five Million (75,000,000) shares of common stock of par value of One and 50/100 Dollars ($1.50) each.

ARTICLE FIVE

The address of the Corporation's Registered Office is 1145 Empire Central Place, Dallas, Texas 75247, and the name of its Registered Agent at such address is Stoney M. Stubbs, Jr.

ARTICLE SIX

The number of Directors constituting the Board of Directors, as of the date of the adoption of these Restated Articles of Incorporation is eight (8), unless and until changed pursuant to the Bylaws (and no change shall ever be made which shall reduce the number of Directors to less than three (3)); the names and addresses of the persons now serving as Directors and who are to serve until their successors are elected and qualified, are:

Name	Address
Jerry T. Armstrong	1145 Empire Central Place, Dallas, Texas 75247
W. Mike Baggett	1145 Empire Central Place, Dallas, Texas 75247
Brian R. Blackmarr	1145 Empire Central Place, Dallas, Texas 75247
Leroy Hallman	1145 Empire Central Place, Dallas, Texas 75247
T. Michael O'Connor	1145 Empire Central Place, Dallas, Texas 75247
Stoney M. Stubbs, Jr.	1145 Empire Central Place, Dallas, Texas 75247
S. Russell Stubbs	1145 Empire Central Place, Dallas, Texas 75247
Thomas G. Yetter	1145 Empire Central Place, Dallas, Texas 75247

ARTICLE SEVEN

The provisions of the Bylaws of the Corporation to be initially adopted, and such provisions of the Bylaws as may result from alteration or amendment thereof, as provided by law, relating to the pre-emptive rights of the Corporation or its shareholders to purchase its shares offered for transfer, shall apply with equal force and effect to its treasury stock or unissued shares, unless the Bylaws expressly provide to the contrary, SAVE AND EXCEPT, however, that, concurrently with the sale of shares of common stock of the Corporation to a syndicate of investment banking firms for resale in a public distribution, all pre-emptive rights to acquire securities of the Corporation of any kind shall be denied and become null and void and of no further force or effect.

ARTICLE EIGHT

Cumulative voting, as permitted in the Texas Business Corporation Act, shall be and is hereby expressly prohibited in all elections of every kind and character and in all voting of any issue where the same, under any circumstances, might otherwise be permissible.

ARTICLE NINE

The shareholders of the Corporation expressly delegate to the Board of Directors of the Corporation the power to amend, revise, alter and adopt bylaws.

ARTICLE TEN

To the full extent permitted by the laws of the State of Texas, the Corporation shall 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 shall advance to such person such reasonable expenses as are incurred by him in connection therewith. The rights of Directors and officers set forth in this Article Ten shall not be exclusive of any other right which Directors or officers may have or hereafter acquire relating to the subject matter hereof. As used in this Article Ten, the terms “Director” and “officer” shall mean any person who is or was a Director or officer of the Corporation and any person who, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. As used in this Article Ten, the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in any such action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding. No amendment or repeal of this Article Ten shall apply to or have any effect on any right of indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

ARTICLE ELEVEN

The Board of Directors of the Corporation, in its discretion, is authorized to issue and sell securities of the Corporation for such consideration and upon such terms as the Board of Directors may determine, without the consent or approval of the shareholders; however, such power shall not be deemed to contravene the requirements of Articles 2.15 and 2.16 of the Texas Business Corporation Act.

ARTICLE TWELVE

To the full extent permitted by the laws of the State of Texas, as the same may be amended from tame to time, a Director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the Director's capacity as a Director. Neither the amendment nor repeal of this Article Twelve, nor the adoption of a provision of these Restated Articles of Incorporation inconsistent with this Article Twelve, shall eliminate or reduce the effect of this Article Twelve in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Twelve, would accrue or arise, prior to such amendment, repeal or adoption of any inconsistent provision.”

IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of Incorporation on this 24th day of May, 2007.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

By:/s/Leonard W. Bartholomew

 Leonard W. Bartholomew

 Secretary

EX-10.I

EXHIBIT 10 (i) 

AMENDED AND RESTATED

FROZEN FOOD EXPRESS INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN

PURPOSE OF PLAN

The Amended and Restated Frozen Food Express Industries, Inc. 2005 Stock Incentive Plan (the "Plan") has been established as a complete amendment and restatement of the Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Option Plan (the “Prior Plan”) by Frozen Food Express Industries, Inc. (the "Company") to:

(a) Attract and retain employees of the Company and certain consultants and advisors to provide services to the Company;

(b) Motivate participating employees and consultants, by means of appropriate incentives, to achieve long-range goals;

(c) Provide incentive compensation opportunities which are competitive with those of our peer group of corporations; and

(d) Further identify Holders' interests with those of the Company's other stockholders through compensation alternatives based on the Company's common stock;

and thereby promote the long-term financial interest of the Company and its Subsidiaries, including the growth in value of the Company's equity and enhancement of long-term stockholder return.

SECTION 1.  DEFINITIONS

1.1 "Award" means the grant of any Option, share of Restricted Stock, Restricted Stock Unit or Stock Appreciation Right under the Plan, whether granted singly, in combination, or in tandem, to a Holder pursuant to the terms, conditions, and limitations that the Committee may establish in order to fulfill the objectives of the Plan.

1.2 "Award Agreement" means the written agreement between the Corporation and a Holder evidencing the terms, conditions, and limitations of the Award granted to that Holder.

1.3 "Board of Directors" means the board of directors of the Corporation.

1.4 "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of Texas are authorized or obligated by law or executive order to close.

1.5 "Change in Control" means the event that is deemed to have occurred if:

(a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that does not currently own a five percent (5%) or greater equity interest in the Corporation or in any Related Corporation becomes the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation or of any Related Corporation representing fifteen percent (15%) or more of the combined voting power of the Corporation's or Related Corporation's, as the case may be, then outstanding voting securities; or

(b) a change in the composition of the Board of Directors occurring within a two (2) year period, as a result of which members of the Incumbent Board cease to constitute at least a majority of the Board of Directors; or

(c) the Corporation or any Related Corporation shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the Voting Securities of the Corporation or any Related Corporation, as the case may be, outstanding immediately prior thereto holding immediately thereafter securities representing more than sixty percent (60%) of the combined voting power of the Voting Securities of the Corporation or any Related Corporation, as the case may be, or such surviving entity (or its ultimate parent, if applicable) outstanding immediately after such merger or consolidation; or