8-A12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

Amendment No. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

FROZEN FOOD EXPRESS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

TEXAS	75-1301831
(State of incorporation or organization)	(IRS Employer Identification No.)
1145 EMPIRE CENTRAL PLACE, DALLAS, TEXAS	75247-4305
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Rights to Purchase Common Stock	NASDAQ Global Select Market

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.   x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  o

Securities Act registration statement file number to which this form relates:  N/A

Securities to be registered pursuant to Section 12(g) of the Act:  N/A

The undersigned registrant hereby amends, as set forth below, the Registration Statement on Form 8-A filed by the registrant with the Securities and Exchange Commission on June 19, 2000.

Item 1.Description of Registrant's Securities to be Registered.

On April 14, 2010, Frozen Food Express Industries, Inc. entered into the Second Amendment (the "Amendment") to the Rights Agreement (as defined below) with Registrar and Transfer Company, a New Jersey corporation ("RTC").  Pursuant to such amendment, RTC has agreed to replace Computershare Investor Services, LLC, a Delaware limited liability company (as successor to EquiServe Trust Company, N.A., as successor to Fleet National Bank, a national banking association) as Rights Agent under our Rights Agreement, dated as of June 14, 2000 (the "Rights Agreement").  In addition, the extension of the term of the Rights Agreement to June 13, 2013 was ratified and confirmed by RTC.

We originally entered into the Rights Agreement on June 14, 2000.  Except as amended by the Amendment, the Rights Agreement remains in full force and effect.

The foregoing description is qualified in its entirety by reference to the description of the rights to purchase common stock and their terms set forth in the Rights Agreement.  The Rights Agreement is incorporated herein by reference.  Capitalized terms used, but not defined herein have the meanings given to them in the Rights Agreement.  The Amendment is attached hereto as Exhibit 4.3.

Item 2.                      Exhibits.

Exhibit No.                           Description of Exhibit

3.1. Restated Articles of Incorporation of Frozen Food Express Industries, Inc. (filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed on May 29, 2007 and incorporated herein by reference).

3.2. Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 3, 2009 and incorporated herein by reference).

4.1 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 (filed as Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000 and incorporated herein by reference).

4.2 First Amendment to the Rights Agreement, dated February 24, 2010 (filed as Exhibit 4.1(a) to the Registrant's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference).

4.3 Second Amendment to the Rights Agreement, dated April 14, 2010, by and between the Registrant and Registrar and Transfer Company, as Rights Agent.*

*  Filed herewith.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

Date:  April 15, 2010                                                                                By:       /s/Stoney M. Stubbs Jr.

        Stoney M. Stubbs Jr.

Chairman of the Board and

Chief Executive Officer

EXHIBIT INDEX

Exhibit No.                           Description of Exhibit

3.1. Restated Articles of Incorporation of Frozen Food Express Industries, Inc. (filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed on May 29, 2007 and incorporated herein by reference).

3.2. Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 3, 2009 and incorporated herein by reference).

4.1 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 (filed as Exhibit 4.1 to Registrant's Form 8-A Registration Statement filed on June 19, 2000 and incorporated herein by reference).

4.2 First Amendment to the Rights Agreement, dated February 24, 2010 (filed as Exhibit 4.1(a) to the Registrant's Annual Report on Form 10-K filed on February 26, 2010 and incorporated herein by reference).

4.3 Second Amendment to the Rights Agreement, dated April 14, 2010, by and between the Registrant and Registrar and Transfer Company, as Rights Agent.*

* Filed herewith.

EX-4.3

Exhibit 4.3

SECOND AMENDMENT TO THE

RIGHTS AGREEMENT

April 14, 2010

THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 14th day of April, 2010, by and between FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (the "Company"), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the "Rights Agent").  Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in that certain Rights Agreement, dated as of June 14, 2000, by and between the Company and Fleet National Bank, as rights agent, as amended (the "Rights Agreement").

RECITALS:

WHEREAS, the Company and Fleet National Bank, as rights agent, entered into the Rights Agreement;

WHEREAS, the Rights Agreement expires on June 13, 2010;

WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company may remove the rights agent under the Rights Agreement and appoint a successor rights agent;

WHEREAS, the Board of Directors of the Company (the "Board of Directors") determined that it is in the best interest of the Company to replace Fleet National Bank (or its successor) as rights agent under the Rights Agreement with Registrar and Transfer Company;

WHEREAS, on April 14, 2010, the Company delivered the notices required by Section 21 of the Rights Agreement;

WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date (as that term is defined in the Rights Agreement), and subject to the penultimate sentence of that Section 27 , the Company may, and the Rights Agent shall, if the Company so directs, amend the Rights Agreement; and

WHEREAS, the Board of Directors has determined it is in the best interest of the Company to amend the Rights Agreement to, among other things, extend the term of the Rights Agreement and appoint Registrar and Transfer Company as Rights Agent;

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The Company hereby appoints Registrar and Transfer Company, a New Jersey corporation, with is principal business address at [Address], as the Rights Agent.  The Rights Agreement is amended to delete any and all references to Fleet National Bank as the Rights Agent, and substitute Registrar and Transfer Company therefore.

2. The First Amendment to the Rights Agreement dated February 24, 2010, which amended Section 1(u) of the Rights Agreement by deleting such Section in its entirety, replacing it with the following:

"(u)           "Final Expiration Date" shall mean June 13, 2013."

is hereby ratified and agreed to by the Company and the Rights Agent.

3. Section 26 of the Rights Agreement is amended such that the address of Fleet National Bank is deleted and replaced with the following:

"Registrar and Transfer Company

10 Commerce Drive

Cranford, New Jersey, 07016

Attention:  Rights Agent"

4. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

5. By its execution and deliver hereof, the Rights Agent hereby agrees to be bound by, and to act as and perform the duties of Rights Agent under, the Rights Agreement and this Amendment.

6. The undersigned, as Rights Agent, represent and warrants that it meets the standards for a successor Rights Agent set forth in Section 21 of the Rights Agreement as of the date of this Amendment.

7. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same agreement.

8. Except as amended hereby, the Rights Agreement remains in full force and effect.

[Signature page follows.]

IN WITNESS WHEREOF, this Amendment has been duly executed by the undersigned as of the date first written above.

FROZEN FOOD EXPRESS INDUSTRIES, INC.

By:   /s/ Stoney M. Stubbs Jr

Name:  Stoney M. Stubbs Jr.                                                               

Title:    Chairman of the Board and CEO                                                                

REGISTRAR AND TRANSFER COMPANY

By:       /s/ Nicola Giancaspro                                                                    

Name:     Nicola Giancaspro                                                                                                                             0;             

Title:       Vice President