S-8

As filed with the Securities and Exchange Commission on October 8, 2009

 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FROZEN FOOD EXPRESS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Texas (State or Other Jurisdiction of Incorporation or Organization)	75-1031831 (I.R.S. Employer Identification Number)
1145 Empire Central Place Dallas, Texas 75247-4309 (Address of Principal Executive Offices)	75247-4309 (Zip Code)

Frozen Food Express Industries, Inc.

2005 Stock Incentive Plan

(Full Title of the Plan)

Stoney M. Stubbs, Jr.

Chairman of the Board, President and Chief Executive Officer

Frozen Food Express Industries, Inc.

1145 Empire Central Place

Dallas, Texas 75247-4309

(214) 630-8090

(Name, address and telephone number of agent for service)

with a copy to:

Roger Bivans, Esq.

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas  75201

(214) 978-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer                              o	Accelerated Filer                                x
Non-accelerated Filer                                 o	Smaller reporting company                o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)	Amount to be Registered	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock $1.50 par value	500,000	$2.95	$1,475,000	$82.31

(1) Shares of common stock of Frozen Food Express Industries, Inc. (the “Registrant”), $1.50 par value per share (the “Common Stock”), being registered hereby relate to the Frozen Food Express Industries, Inc. 2005 Stock Incentive Plan.  Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act, on the basis of the average of the high and low prices of the Common Stock on October 6, 2009, as reported by the NASDAQ.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Frozen Food Express Industries, Inc., a Texas corporation, relating to an additional 500,000 shares of common stock to be offered pursuant to the terms of the Frozen Food Express Industries, Inc. 2005 Stock Incentive Plan.  The contents of our Registration Statement on Form S-8 as filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2007 (File No. 333-144232) are hereby incorporated by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents that we have filed with the Commission are hereby incorporated by reference into this Registration Statement:

(a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Commission on March 6, 2009;

(b) The Registrant's Current Reports on Form 8-K filed with the Commission on January 20, 2009, February 2, 2009, March 3, 2009, August 19, 2009 and September 8, 2009;

(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the Commission on May 7, 2009;

(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the Commission on August 7, 2009; and

(e) The description of the Registrant 's Common Stock as contained in the Registrant's Registration Statement on Form 8-A, filed with the SEC on April 26, 1972, including all amendments and reports filed for the purpose of updating that description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all shares of Common Stock offered hereunder have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits.

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of Frozen Food Express Industries, Inc. (incorporated herein by reference to Exhibit 3(i) to Registrant’s Current Report on Form 8-K filed on May 29, 2007).
4.2	Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on March 3, 2009).
4.3	2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2009).
4.4	Rights Agreement dated as of June 14, 2000, between the Registrant and Fleet National Bank, which includes as exhibits, the form of the Rights Certificate and the Summary of Rights (incorporated herein by reference to Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000).
5.1*	Opinion of Baker & McKenzie, LLP.
23.1*	Consent of Grant Thornton LLP.
23.2*	Consent of KPMG LLP.
23.3*	Consent of Baker & McKenzie, LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included in the signature page to this Registration Statement)

_______

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 8th day of October, 2009.

 FROZEN FOOD EXPRESS INDUSTRIES, INC.,

 a Texas corporation

 By:    /s/ Ronald J. Knutson

         Ronald J. Knutson

         Senior Vice President and Chief

         Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Frozen Food Express Industries, Inc., a Texas corporation, hereby severally and individually constitute and appoint Stoney M. Stubbs, Jr. and Ronald J. Knutson, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and other instruments.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Stoney M. Stubbs, Jr.	Chairman and Chief Executive Officer	October 8, 2009
Stoney M. Stubbs, Jr.	(Principal Executive Officer), Director
/s/ Ronald J. Knutson	Senior Vice President and Chief Financial Officer	October 8, 2009
Ronald J. Knutson	(Principal Financial and Accounting Officer)
/s/ John T. Hickerson	Senior Vice President and Chief Marketing Officer, Director	October 8, 2009
John T. Hickerson
/s/ Stoney Russell Stubbs	Senior Vice President and Chief Operating Officer, Director	October 8, 2009
Stoney Russell Stubbs
/s/ Jerry T. Armstrong	Director	October 8, 2009
Jerry T. Armstrong
/s/ W. Mike Baggett	Director	October 8, 2009
W. Mike Baggett
/s/ Brian R. Blackmarr	Director	October 8, 2009
Brian R. Blackmarr
/s/ Barrett D. Clark	Director	October 8, 2009
Barrett D. Clark
/s/ Kevin Kilpatrick	Director	October 8, 2009
Kevin Kilpatrick
/s/ T. Michael O’Connor	Director	October 8, 2009
T. Michael O’Connor

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of Frozen Food Express Industries, Inc. (incorporated herein by reference to Exhibit 3(i) to Registrant’s Current Report on Form 8-K filed on May 29, 2007).
4.2	Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on March 3, 2009).
4.3	2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2009).
4.4	Rights Agreement dated as of June 14, 2000, between the Registrant and Fleet National Bank, which includes as exhibits, the form of the Rights Certificate and the Summary of Rights (incorporated herein by reference to Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000).
5.1*	Opinion of Baker & McKenzie, LLP.
23.1*	Consent of Grant Thornton LLP.
23.2*	Consent of KPMG LLP.
23.3*	Consent of Baker & McKenzie, LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included in the signature page to this Registration Statement)

_______

* Filed herewith.

DALDMS/666312.3

EX-5.1

EXHIBIT 5.1

Baker & McKenzie LLP

2300 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas  75201, USA

Tel: +1 214 978 3000

Fax: +1 214 978 3099

www.bakernet.com

October 7, 2009

Frozen Food Express Industries, Inc.

1145 Empire Central Place

Dallas, TX 75247-4309

RE: Issuance of Securities Covered by Registration Statement on Form S-8

Gentlemen:

We have acted as counsel for Frozen Food Express Industries, Inc., a Texas corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance of an additional 500,000 shares of the Company's Common Stock (the "Securities") under the Company's 2005 Stock Incentive Plan (the "Plan").

We have reviewed executed copies of the Plan, and we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.

Based upon and subject to the foregoing, we are of the opinion that the Securities have been duly and validly authorized, and when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed above are limited to the laws of the State of Texas and the federal laws of the United States of America.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,

/s/Baker McKenzie, LLP

Baker & McKenzie LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated March 5, 2009, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Frozen Food Express Industries, Inc. on Form 10-K for the year ended December 31, 2008 which are incorporated by reference in this Registration Statement.  We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ Grant Thornton LLP

Dallas, Texas

October 7, 2009

EX-23.2

EXHIBIT 23.2

KPMG LLP

Suite 3100

717 North Harwood Street

Dallas, TX 75201-6585

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Frozen Food Express Industries, Inc.:

We consent to the use of our report dated March 15, 2007, with respect to the consolidated statements of income, stockholders’ equity, and cash flows of Frozen Food Express Industries, Inc. for the one-year period ended December 31, 2006, incorporated herein by reference.

Our audit report dated March 15, 2007, with respect to the consolidated statements of income, stockholders’ equity, and cash flows of Frozen Food Express Industries, Inc. for the one year period ended December 31, 2006 refers to the adoption of Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment, and the provisions of Securities and Exchange Commission Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.

/s/ KPMG LLP

Dallas, Texas

October 7, 2009