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)

November 18, 2009

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 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

a)The Company adopted a revised Code of Business Conduct and Ethics (the “Code”) on November 18, 2009 that was revised to include, but not limited, to the following: ·Further defines the principal responsibilities of the Code Compliance Officer; ·Incorporates the terms of the Company’s Policy Regarding Related Party Transactions into the Code; and ·Provides that a violation of the Company’s Policy Regarding Related Party Transactions is also a violation of the Code.  The Policy Regarding Related Party Transactions is attached as Exhibit 14.2. A copy of the Code of Business Conduct and Ethics is attached as Exhibit 14.1.

ITEM 9.01.	Financial Statements and Exhibits
(a)	Financial statements of business acquired.
	Not applicable.
(b)	Pro-forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits
	14.1	Code of Business Conduct and Ethics
	14.2	Policy Regarding Related Party Transactions

  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FROZEN FOOD EXPRESS INDUSTRIES, INC.
Dated: November 20, 2009	By:	/s/ John R. McManama
		John R. McManama Vice President and Interim Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index

Exhibit No.		Exhibit Title
	14.1	Code of Business Conduct and Ethics
	14.2	Policy Regarding Related Party Transactions

EX-14.1

EXHIBIT 14.1

Code of Business Conduct and Ethics

Frozen Food Express Industries Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics (this "Code") applies to Frozen Food Express Industries, Inc. and its consolidated subsidiaries (collectively, the "Company").

This Code is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002 and the Nasdaq Stock Market's Listing Standards. While this Code is specifically applicable to the Company's Board of Directors (the “Board”), principal executive officer, principal financial officer, principal accounting officer, controller, persons performing similar functions, and Company officers not hereby listed, we expect the Company's employees to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business with honesty and in compliance with laws and high ethical standards. Each Employee and Director is expected to read this Code and demonstrate personal commitment to the standards set forth in this Code. Our Directors are expected to abide by the principles of this Code, as if they were Employees of our Company. Employees and Directors who do not comply with the standards set forth in this Code may be subject to discipline in light of the nature of the violation, including termination of employment or appointment.

Any questions about this Code or the appropriate course of conduct in a particular situation should be discussed with that person's immediate manager or supervisor. Persons who do not wish to communicate with a manager or supervisor on the matter should contact any member of management, or personnel in the human resources or risk management departments, or the Company’s Code Compliance Officer.

Any waiver of the provisions of this Code for executive officers or Directors must be approved by the Company's Board of Directors or a committee thereof. Any such waivers granted, as well as substantive amendments to this Code, will be publicly disclosed by appropriate means in compliance with applicable listing standards of NASDAQ and rules of the Securities and Exchange Commission (the "SEC").

This Code is not a contract and is not intended as a detailed guide for all situations Employees and Directors may face. Employees and Directors are also expected to comply with the provisions of employee handbooks and other workplace rules, which the Company may from time to time communicate, all of which supplement this Code.

Responsibilities

I. Administration and Oversight of this Code

The Board of Directors of the Company is responsible for administration and oversight of this Code.  The Nominating and Corporate Governance Committee (the “NCGC”) of the Board of Directors is responsible, by its Charter, to assist the Board with administration and oversight of this Code.  Therefore, no modification may be made to the Code without prior approval of the NCGC and by a majority of the disinterested members of the Company’s Board of Directors.  Any material modifications to the Code shall be disclosed in accordance with SEC rules and regulations, as may be modified from time to time.

The Company Board of Directors, through the NCGC, will review the Code, as well as reports and recommendations submitted by the NCGC, to determine the adequacy of the Company’s mechanisms and processes for detecting, reporting, investigating, and appropriately addressing suspected violations of the Code.

II. Compliance with Laws, Rules and Regulations

All Employees and Directors must respect and obey all laws applicable to the Company's business, including state and local laws in the areas in which the Company operates. Any questions as to the applicability of any law should be directed to the Company's Code Compliance Officer.

III. Insider Trading

The Company has a securities trading policy and all Employees and Directors must abide by its terms. This policy, among other things, provides that Employees and Directors may not buy or sell shares of the Company's stock when they are in possession of material, non-public information. They also are prohibited from passing on such information to others who might make an investment decision based thereon. Employees and Directors also may not trade in stocks of other companies about which they learn material, non-public information through the course of their employment or service. Any questions as to whether information is material or has been adequately disclosed should be directed to the Company's Code Compliance Officer.

IV. Conflicts of Interest

A conflict of interest occurs when the personal interest of an Employee or Director interferes - or appears to interfere - with the interests of the Company. Conflicts of interest can occur when an Employee or Director takes action or has interests that could reasonably be expected to make it difficult to make objective decisions on behalf of the Company or to perform his or her duties objectively and effectively. Conflicts of interest also arise when an Employee or Director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.

Except as pre-approved by the Audit Committee of the Company's Board of Directors, transactions that involve a conflict of interest are prohibited as a matter of corporate policy. Any Employee or Director who becomes aware of a conflict or potential conflict, or who has a question about whether a conflict exists, should bring such issues to the attention of the Company's Code Compliance Officer.

V. Corporate Opportunities

Employees and Directors are prohibited from taking for themselves personally any opportunities that arise through the use of Company property, information or position, using Company property, information or position for personal gain, and directly or indirectly competing with the Company. Employees and Directors owe a duty to the Company to advance the Company's legitimate interests when the opportunity to do so arises.

VI. Related Party Transactions

A violation of the Company’s Policy Regarding Related Party Transactions shall also be a violation of this Code.  Additionally, the terms of the Company’s Policy Regarding Related Party Transactions are incorporated into this Code.

VII. Confidentiality

Employees and Directors should maintain the confidentiality of information entrusted to them by the Company or its customers and suppliers that is not known to the general public, except when disclosure is authorized or legally mandated. "Confidential Information" includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This obligation to protect Confidential Information does not cease when an Employee or Director leaves the Company. Any questions about whether information is confidential should be directed to the Company's Code Compliance Officer.

VIII. Fair Dealing

Each Employee, Company Executive, and Director shall endeavor to deal fairly with the Company's shareholders, competitors, suppliers, customers and employees. No Employee, Company Executive, or Director shall take unfair advantage of any other person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

To prevent any appearance of impropriety, all leases, equipment purchase agreements, or other contracts with Company officers, directors, or affiliates of the Company must be approved by a majority of the independent members of the Board of Directors based on their determination that the transaction is reasonable, in the best interest of the Company, and on terms no less favorable than could be obtained from an unrelated party.  That determination shall be based upon a determination to the same effect by the members of the Audit Committee.  Furthermore, employees of the Company are prohibited from providing personal services to officers of the Company.

IX. Protection and Proper Use of the Company's Assets

All Employees and Directors have a duty to protect the Company's assets and ensure the assets' efficient use. Theft, carelessness and waste have a direct adverse impact on the Company. The Company's assets should be used only for legitimate business purposes. Employees and Directors should take measures to ensure against their theft, damage or misuse. These assets include, but are not limited to, intellectual property such as trademarks, business and marketing plans, salary information and any unpublished financial data and reports. Any unauthorized use or distribution of Company assets is a violation of this Code.

X. Accuracy of Records and Reporting

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the matters to which they relate and must conform to applicable legal requirements and accounting standards, and to the Company's system of internal controls. The making of false or misleading records or documentation is strictly prohibited. It is the Company's policy to comply with all laws and regulations regarding the preservation of records. Records should be retained or destroyed only in accordance with the Company's document retention policies. Any questions about these policies should be directed to the Company's Code Compliance Officer.

XI. Disclosure Controls and Procedures

The Company is required by SEC rules to maintain effective "disclosure controls and procedures" so that financial and non-financial information which it is required to report to the SEC is timely and accurately reported both to senior management and in the filings made by the Company. All Employees, within the scope of their employment duties, and Directors are expected to support the effectiveness of the Company's disclosure controls and procedures. To that end, it is the Company's policy to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or furnished to, the SEC and otherwise communicated to the public.

XII. Interaction with Public Officials

When dealing with public officials, Employees and Directors must avoid any activity that is, or appears to be, illegal or unethical. The giving of gifts, including meals, entertainment, transportation and lodging, to government officials in the various branches of U.S. government, as well as state and local governments, is restricted by law. Employees and Directors must obtain pre-approval from the Company's Code Compliance Officer before providing anything of value to a government official or employee. The foregoing does not apply to personal lawful political contributions.

In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Illegal payments to government officials of any country are strictly prohibited.

Compliance

No code or policy can address every scenario or answer every question. To ensure that all Employees and Directors are able to obtain prompt answers to their questions and inquiries, the following policies and procedures have been implemented.

I. Code Compliance Officer

The Company's Code Compliance Officer has been designated with responsibility for overseeing and monitoring compliance with this Code. The principal responsibilities of the compliance officer are to undertake risk assessment to determine high risk compliance areas; develop and oversee FFE’s compliance training programs; maintain ongoing audits (in coordination with Internal Audit) to monitor progress of risk assessments and training; administer investigatory policies and procedures; manage the Company’s complaint line; and provide various annual reports to senior management, the Board and Board committees.This officer makes periodic reports to the Nominating and Corporate Governance Committee of the Company's Board of Directors regarding the implementation and effectiveness of this Code as well as the Company's policies and procedures to ensure compliance with this Code.

The Company's Code Compliance Officer may be reached at (214) 819-5560 or cco@ffex.net . If persons wish to communicate any matter anonymously, the Company will maintain the confidentiality of the communication to the extent possible under applicable laws. Communications intended to be confidential should be mailed in writing, without indicating a name or address, to Frozen Food Express Industries, Inc., 1145 Empire Central Place, Dallas, Texas 75247, Attention: Code Compliance Officer.

II. Reporting Violations

All Employees are encouraged to speak with their supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. In most instances, Employees and Directors should bring any questions regarding this Code to the attention of the Company's Code Compliance Officer.

The Company encourages all Employees and Directors to promptly report any actual or apparent violations of this Code. The Company does not permit retaliation or discrimination of any kind against anyone who reasonably believes there has been possible illegal or unethical conduct and who, in good faith, reports these concerns. It is, however, a violation of Company policy for any Employee or Director to communicate a report claiming illegal or unethical conduct which the person making such report knows to be false.

The Company has also contracted with MySafeWorkplace, an independent third party, to operate a confidential reporting service whereby persons may anonymously report violations of this Code to the MySafeWorkplace system by logging-on to www.MySafeWorkplace.com  or by calling 1-800-461-9330.

III. Investigations

Reported violations will be promptly investigated. The person reporting the violation should not conduct an investigation on his or her own. Employees and Directors are, however, expected to cooperate fully with any investigation made by the Company or any of its representatives.

IV. Accountability

Employees and Directors who violate this Code may be subject to disciplinary action, including termination of employment. Knowledge of a violation and failure to promptly report or correct the violation may also subject an Employee or Director to disciplinary action. Some violations of this Code are illegal and may subject the Employee or Director to civil and criminal liability.

EX-14.2

EXHIBIT 14.2

FROZEN FOOD EXPRESS INDUSTRIES, INC.

POLICY REGARDING RELATED PARTY TRANSACTIONS

Introduction

The Board of Directors (the “Board”) of Frozen Food Express Industries, Inc. (the “Company”) recognizes that Related Party Transactions (as defined below) may present actual, potential, or perceived conflicts of interest and may raise questions as to whether such transactions are fair and on terms consistent with the best interests of the Company and its shareholders.

Federal securities laws and applicable accounting rules, including Item 404 of SEC Regulation S-K and SFAS 57, Related Party Disclosures, require disclosure of certain Related Party Transactions.  Nasdaq listing rules require that independent directors review all Related Party Transactions.

The Board recognizes, however, that situations may arise where Related Party Transactions may be appropriate, fair and in the best interests of the Company and its shareholders.  Accordingly, the Board has adopted this policy (this “Policy”) to assure that all such Related Party Transactions are appropriate, fair and in the best interests of the Company and its shareholders.

This Policy applies to the Company and each of its consolidated subsidiaries.

Definitions

For the purposes of this Policy,

The “Committee” is the Audit Committee of the Board.

A “Director” is any person serving as a member of the Board and any nominee for election to the Board.

An “Executive Officer” is any executive officer (as such term is defined by the Securities Exchange Act of 1934) of the Company.

The “Independent Board” consists of all Directors who qualify as independent directors pursuant to Nasdaq Rule 5605(a)(2) or any successor rule.

An “Immediate Family Member” is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (whether by blood, marriage or adoption) and any person (other than a tenant or employee) sharing the household of such person.

A “Related Party” is:

● a Director or an Executive Officer, or any person who is an Immediate Family Member of any Director or Executive Officer;

●   any person who, at the time of the occurrence or existence of the transaction, is the beneficial owner of more than 5% of any class of the Company’s voting securities (a “Five Percent Owner”); or

●   an entity in which a Director, an Executive Officer, an Immediate Family Member or a Five Percent Owner is employed or is a principal, partner, or the beneficial owner of 5% or more of any class of such entity's voting securities.

A “Related Party Transaction” is any relationship, arrangement, or transaction or any series of similar relationships, arrangements or transactions involving an amount exceeding $25,000 between the Company and any Related Party (including any transactions requiring disclosure in accordance with the provisions of Item 404 of Regulation S-K of the Securities Exchange Act of 1934, and including, without limitation, purchases of goods or services by or from the Related Party or entities in which the Related Party has a material direct or indirect interest).

For purposes of this Policy, the following do not create a material direct or indirect interest on the part of the Related Party and are not, therefore, Related Party Transactions:

●    Transactions available to all employees generally or to all employees in the same category;

●    Interests arising solely from the ownership of a class of the Company’s equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis;

● Transactions involving compensation to an Executive Officer (a) if the compensation is required to be reported in the Company’s proxy statement under the Securities and Exchange Commission’s (the “SEC”) compensation disclosure requirements in Item 402 of the SEC Regulation S-K; or (b) if the compensation would be required to be reported in the Company’s proxy statement under the SEC's compensation disclosure requirements in Item 402 of the SEC Regulation S-K if the Executive Officer was also a “named executive officer” (as defined in Item 402 of SEC Regulation S-K), and the Compensation Committee of the Board approved (or recommended that the Board approve) such compensation; provided, however, subsection (b) of this paragraph shall be considered a Related Party Transaction if such Executive Officer is also an Immediate Family Member of another Executive Officer or Director of the Company;

● Transactions involving compensation to a Director for services as a Director of the Company if such compensation will be reported pursuant to Item 402(k) of Regulation S-K; and

●     Transactions in which the rates or charges involved are determined bycompetitive bids.

Reporting, Review, Approval and Ratification of Related Party Transactions

All Related Party Transactions proposed to be entered into by the Company must be reported to the Company’s Chief Financial Officer who shall submit a recommendation to the Committee for review.  If the Committee recommends approval of the Related Party Transaction, such recommendation shall be submitted to the Independent Board meeting in executive session for review.  The Related Party Transaction must be approved by a majority of the members of the Independent Board prior to the effectiveness or consummation of the transaction, whenever practicable.  If the Chief Financial Officer determines that advance approval of a Related Party Transaction is not practicable under the circumstances, the Committee shall review the Related Party Transaction at its next meeting and, in its discretion, may recommend ratification of the Related Party Transaction at the next meeting of the Independent Board or at the next meeting following the date that the Related Party Transaction comes to the attention of the Chief Financial Officer; provided, however, that the Chief Financial Officer shall present a Related Party Transaction arising in the time period between meetings of the Committee to the chair of the Committee, who shall review and may approve the Related Party Transaction, subject to ratification by the Committee and by the Independent Board at the next meeting of the Committee and the Independent Board.  Any Related Party Transaction that is not recommended by the Committee and approved by the Independent Board prior to its effectiveness or consummation and that is not subsequently ratified by the Committee and the Independent Board at the next meeting shall be voidable at the option of the Independent Board and all persons subject to this Policy shall take all necessary action to unwind any Related Party Transaction voided by the Committee or the Independent Board on terms that are fair to the Company and its shareholders.

A Related Party Transaction reviewed under this Policy will be considered approved or ratified if it is recommended by the Committee and approved by the Independent Board in accordance with the standards set forth in this Policy after full disclosure of the Related Party's interests in the Related Party Transaction.  As appropriate, the Committee and the Independent Board shall review and consider the following:

● the Related Party's relationship to the Company and interest in the Related Party Transaction (as an approximate dollar value, without regard to profit or loss);

● the approximate total dollar value involved in the Related Party Transaction;

● whether the Related Party Transaction was undertaken in the ordinary course of business of the Company;

● whether the Related Party Transaction is proposed to be, or was, entered into on the terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

● whether the Related Party Transaction would impair the independence pursuant to Nasdaq Rule 5605(a)(2), or any successor rule, of a Director on the Independent Board;

● whether the Related Party Transaction would require a waiver of the Company's Code of Business Conduct and Ethics;

● the terms on which the Related Party offers the products or services involved in the Related Party Transaction to unrelated parties;

● the purpose, and the potential benefits to the Company, of the Related Party Transaction; and

● any other information regarding the Related Party Transaction or the Related Party in the context of the proposed Related Party Transaction that would be material to investors and shareholders of the Company in light of the particular Related Party Transaction.

The Committee and the Independent Board will review all relevant information available to it about the Related Party Transaction, and each person subject to this Policy shall provide all information regarding the Related Party Transaction reasonably requested by the Committee or the Independent Board.  The Independent Board may approve or ratify the Related Party Transaction only if the Independent Board determines that, under all circumstances, the transaction is fair and in the best interests of the Company and its shareholders.  The Independent Board may, in its sole discretion, impose such conditions as it deems appropriate on the Company or the Related Party in connection with approval of the Related Party Transaction.

Any Related Party Transaction previously approved by the Independent Board or otherwise already existing that is ongoing in nature shall be reviewed by the Committee annually to ensure that such Related Party Transaction has been conducted in accordance with the previous approval granted by the Independent Board, if any, and that all required disclosures regarding the Related Party Transaction are made.  The results of such reviews shall be reported to the Board.

The review, approval or ratification of a transaction, arrangement or relationship pursuant to this Policy does not necessarily imply that such transaction, arrangement or relationship is required to be disclosed under Item 404(a) of Regulation S-K.

Implementation and Internal Control Testing

The Company’s Code Compliance Officer, under the direction of the Nominating and Corporate Governance Committee of the Board, shall review the internal control procedures established for the timely identification, reporting, review, approval and disclosure of Related Party Transactions to the extent required under applicable laws, rules and regulations.  The Code Compliance Officer also shall review the results of the testing of the Related Party Transaction internal control procedures and report the results of that review to the Nominating and Corporate Governance Committee.