8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): December 12, 2005


                             FORWARD AIR CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Tennessee                    000-22490              62-1120025
- ------------------------------      ---------------      -----------------------
 (State or other jurisdiction         (Commission           (I.R.S. Employer
       of incorporation)              File Number)         Identification No.)

                    430 Airport Road
                 Greeneville, Tennessee                         37745
- --------------------------------------------------------   ----------------
        (Address of principal executive offices)              (Zip Code)



       Registrant's telephone number, including area code: (423) 636-7000


                                 Not Applicable
 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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:

[_]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)
[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)
[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))





SECTION 8 - OTHER EVENTS

Item 8.01.  Other Events.

         At a meeting on December 12, 2005, the Board of Directors of Forward
Air Corporation (the "Company") approved the accelerated vesting of all of the
Company's outstanding and unvested stock options awarded to employees, officers
and non-employee directors under the Company's stock option award programs,
effective December 31, 2005. The action to accelerate the unvested stock options
was taken in accordance with the applicable provisions of the Company's stock
option plans.

         The primary purpose of the accelerated vesting of these options was to
eliminate future compensation expense the Company would otherwise recognize in
its statement of operations with respect to these options upon the adoption of
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 123R (Revised 2004) Share-Based Payment ("SFAS 123R"). SFAS 123R, which is
required to be adopted by the Company on January 1, 2006, will require that
compensation expense associated with stock options be recognized in the
statement of operations, rather than disclosed as a footnote to the Company's
consolidated financial statements.

         The Company expects that the accelerated vesting of these options will
result in the recording of a non-cash compensation expense of approximately $1.0
million in the Company's fourth quarter. As a result of the acceleration, the
Company expects to reduce the stock option expense it otherwise would be
required to record in connection with the accelerated options by approximately
$8.6 million over the next three years. In addition, in order to prevent
executive officers from unintended personal benefits, the Company's executive
officers have agreed to the imposition of certain restrictions on the
transferability of any shares received through the exercise of accelerated
options. These restrictions will prevent the sale of any shares received from
the exercise of an accelerated option until the earlier of the original vesting
date of the option or the executive officer's termination of employment.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

       99.1     Press Release dated December 15, 2005.


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                                   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.



                                           FORWARD AIR CORPORATION


Date: December 15, 2005                    By:  /s/ Matthew J. Jewell
                                                --------------------------------
                                                Matthew J. Jewell
                                                Senior Vice President,
                                                General Counsel and
                                                Secretary


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                                INDEX TO EXHIBITS


Exhibit No.         Description
Exhibit 99.1        Press Release dated December 15, 2005.




                                       4

EX-99.1

                                                                    Exhibit 99.1

                       Forward Air Corporation Announces
                      Accelerated Vesting of Stock Options


    GREENEVILLE, Tenn.--(BUSINESS WIRE)--Dec. 15, 2005--Forward Air
Corporation (NASDAQ:FWRD) today announced that its Board of Directors
approved the accelerated vesting of all of the Company's outstanding
and unvested stock options awarded to employees, officers and
non-employee directors under the Company's stock option award
programs, effective December 31, 2005. The action to accelerate the
unvested stock options was taken in accordance with the applicable
provisions of the Company's stock option plans.
    The primary purpose of the accelerated vesting of these options
was to eliminate future compensation expense the Company would
otherwise recognize in its statement of operations with respect to
these options upon the adoption of Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 123R (Revised
2004) Share-Based Payment ("SFAS 123R"). SFAS 123R, which is required
to be adopted by the Company on January 1, 2006, will require that
compensation expense associated with stock options be recognized in
the statement of operations, rather than disclosed as a footnote to
the Company's consolidated financial statements.
    The Company expects that the accelerated vesting of these options
will result in the recording of a non-cash compensation expense of
approximately $1.0 million in the Company's fourth quarter. As a
result of the acceleration, the Company expects to reduce the stock
option expense it otherwise would be required to record in connection
with the accelerated options by approximately $8.6 million over the
next three years. In addition, in order to prevent executive officers
from unintended personal benefits, the Company's executive officers
have agreed to the imposition of certain restrictions on the
transferability of any shares received through the exercise of
accelerated options. These restrictions will prevent the sale of any
shares received from the exercise of an accelerated option until the
earlier of the original vesting date of the option or the executive
officer's termination of employment.

    About Forward Air

    Forward Air is a high-service-level contractor to the air cargo
industry providing time-definite ground transportation services
through a network of 81 terminals located on or near major airports in
the United States and Canada. The Company provides these services as a
cost-effective alternative to air transportation of cargo that must be
delivered at a specific time but is relatively less time-sensitive
than traditional air freight or when air transportation is not
economical.

    Important Information

    This press release contains "forward-looking statements," as
defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are statements other than historical
information or statements of current condition and relate to future
events or our future financial performance. Some forward-looking
statements may be identified by use of such terms as "believes,"
"anticipates," "intends," "plans," "estimates," "projects" or
"expects." Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied
by such forward-looking statements. The following is a list of
factors, among others, that could cause actual results to differ
materially from those contemplated by the forward-looking statements:
economic factors such as recessions, inflation, higher interest rates
and downturns in customer business cycles, our inability to maintain
our historical growth rate because of a decreased volume of freight
moving through our network or decreased average revenue per pound of
freight moving through our network, increasing competition and pricing
pressure, surplus inventories, loss of a major customer, the
creditworthiness of our customers and their ability to pay for
services rendered, our ability to secure terminal facilities in
desirable locations at reasonable rates, the inability of our
information systems to handle an increased volume of freight moving
through our network, changes in fuel prices, claims for property
damage, personal injuries or workers' compensation, employment matters
including rising health care costs, enforcement of and changes in
governmental regulations, environmental and tax matters, the handling
of hazardous materials, the availability and compensation of qualified
independent owner-operators and freight handlers needed to serve our
transportation needs and our inability to successfully integrate
acquisitions. As a result of the foregoing, no assurance can be given
as to future financial condition, cash flows or results of operations.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

    CONTACT: Forward Air Corporation, Greeneville
             Andrew C. Clarke, 423-636-7000
             aclarke@forwardair.com