----

----

FROZEN FOOD EXPRESSINDUSTRIES, INC.

| Texas(State      or other jurisdiction ofincorporation      or organization)                                        |   | 75-1301831(IRS      Employer Identification No.)                                       |
|---------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|
|  1145      Empire Central PlaceDallas,      Texas 75247-4305(Address      of principal executive offices) |   |  (214)      630-8090(Registrant's      telephone number,including      area code) |

| Indicate      by check mark whether the registrant (l) has filed all reports required to      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934      during the preceding 12 months (or for such shorter period that the      registrant was required to file such reports), and (2) has been subject to      such filing requirements for the past 90 days.   ý      Yes     o  No |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  Large      accelerated filer   o | Accelerated      Filer   ý | Non-accelerated      filer   o | Smaller      Reporting Company   o |
|--------------------------------------------------|-------------------------------------------|------------------------------------------|----------------------------------------------|

|   | Class                              |   | Number      of Shares Outstanding      |   |
|--------|------------------------------------|--------|----------------------------------------|--------|
|   | Common      stock, $1.50 par value |   | 17,189,386 at      March 31, 2009 |   |

----

|         | PART      I  Financial Information                                                                                                                    | Page      No. |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
|         |                                                                                                                                                       |          |
| Item      1  | Financial      Statements                                                                                                                                  |          |
|         | Consolidated      Condensed Balance Sheets (unaudited)March      31, 2009 and December 31, 2008                                                            | 1             |
|         |                                                                                                                                                       |          |
|         | Consolidated      Condensed Statements of Operations (unaudited)Three      months ended March 31, 2009 and 2008                                            | 2             |
|         |                                                                                                                                                       |          |
|         | Consolidated      Condensed Statements of Cash Flows (unaudited)Three      months ended March 31, 2009 and 2008                                            | 3             |
|         |                                                                                                                                                       |          |
|         | Consolidated      Condensed Statements of Shareholders’ Equity (unaudited)Three      months ended March 31, 2009 and year ended December 31,    2008 | 4             |
|         |                                                                                                                                                       |          |
|         | Notes      to Consolidated Condensed Financial Statements (unaudited)                                                                                      | 5             |
|         |                                                                                                                                                       |          |
| Item      2  | Management's      Discussion and Analysis of Financial Condition and Results of      Operations                                                            | 8             |
|         |                                                                                                                                                       |          |
| Item      3  | Quantitative      and Qualitative Disclosures about Market Risk                                                                                            | 20            |
|         |                                                                                                                                                       |          |
| Item      4  | Controls      and Procedures                                                                                                                               | 21            |
|         |                                                                                                                                                       |          |
|         | PART II   Other      Information                                                                                                                      |          |
|         |                                                                                                                                                       |          |
| Item      1  | Legal      Proceedings                                                                                                                                     | 21            |
|         |                                                                                                                                                       |          |
| Item      1A | Risk      Factors                                                                                                                                          | 22            |
|         |                                                                                                                                                       |          |
| Item      2  | Unregistered      Sales of Equity Securities and Use of Proceeds                                                                                           | 22            |
|         |                                                                                                                                                       |          |
| Item      3  | Defaults      Upon Senior Securities                                                                                                                       | 22            |
|         |                                                                                                                                                       |          |
| Item      4  | Submission      of Matters to a Vote of Security Holders                                                                                                   | 22            |
|         |                                                                                                                                                       |          |
| Item      5  | Other      Information                                                                                                                                     | 22            |
|         |                                                                                                                                                       |          |
| Item      6  | Exhibits                                                                                                                                                   | 22            |
|         |                                                                                                                                                       |          |
|         | Signatures                                                                                                                                                 | 24            |
|         |                                                                                                                                                       |          |
|         | Exhibit      Index                                                                                                                                         | 25            |

----

PART I. FINANCIAL INFORMATION

| Assets                                                                  |   | March      31, 2009 |    |         | December 31,2008 |   |
|-------------------------------------------------------------------------|--------|---------------------|---------|--------------|-----------------------|--------|
| Current      assets                                                     |   |                |    |         |                  |   |
| Cash      and cash equivalents                                          |   | $                   | 5,932   |         |                  | $      | 1,308 |   |
| Accounts      receivable, net                                           |   |                | 40,943  |         |                  |   | 52,749 |   |
| Tires      on equipment in use, net                                     |   |                | 5,408   |         |                  |   | 5,425 |   |
| Deferred      income taxes                                              |   |                | 943     |         |                  |   | 2,666 |   |
| Other      current assets                                               |   |                | 12,280  |         |                  |   | 10,822 |   |
| Total      current assets                                               |   |                | 65,506  |         |                  |   | 72,970 |   |
|                                                                    |   |                |    |         |                  |   |   |   |
| Property      and equipment, net                                        |   |                | 80,903  |         |                  |   | 83,394 |   |
| Other      assets                                                       |   |                | 5,250   |         |                  |   | 5,822 |   |
| Total      assets                                                       |   | $                   | 151,659 |         |                  | $      | 162,186 |   |
|                                                                    |   |                |    |         |                  |   |   |   |
| Liabilities      and Shareholders' Equity                               |   |                |    |         |                  |   |   |   |
| Current      liabilities                                                |   |                |    |         |                  |   |   |   |
| Accounts      payable                                                   |   | $                   | 20,190  |         |                  | $      | 21,148 |   |
| Insurance      and claims accruals                                      |   |                | 8,517   |         |                  |   | 7,736 |   |
| Accrued      payroll and deferred compensation                          |   |                | 5,043   |         |                  |   | 4,396 |   |
| Accrued      liabilities                                                |   |                | 1,601   |         |                  |   | 1,760 |   |
| Total      current liabilities                                          |   |                | 35,351  |         |                  |   | 35,040 |   |
|                                                                    |   |                |    |         |                  |   |   |   |
| Deferred      income taxes                                              |   |                | 9,786   |         |                  |   | 14,235 |   |
| Insurance      and claims accruals                                      |   |                | 6,600   |         |                  |   | 6,460 |   |
| Total      liabilities                                                  |   |                | 51,737  |         |                  |   | 55,735 |   |
|                                                                    |   |                |    |         |                  |   |   |   |
| Shareholders'      equity                                               |   |                |    |         |                  |   |   |   |
| Common      stock, $1.50 par value per share; 75,000 authorized;        |   |                |    |         |                  |   |   |   |
|      18,572      shares issued and outstanding |   |                | 27,858  |         |                  |   | 27,858 |   |
| Additional      paid-in capital                                         |   |                | 2,499   |    |                  |   | 5,412 |   |
| Retained      earnings                                                  |   |                | 80,467  |         |                  |   | 87,103 |   |
|                                                                    |   |                | 110,824 |         |                  |   | 120,373 |   |
| Treasury      stock (1,432 and 1,813 shares), at cost              |   |                | (10,902 | )            |                  |   | (13,922 | ) |
| Total      shareholders' equity                                         |   |                | 99,922  |         |                  |   | 106,451 |   |
| Total      liabilities and shareholders’ equity                   |   | $                   | 151,659 |         |                  | $      | 162,186 |   |

----

|                                                 |   | Three      Months Ended      March 31, |    |
|------------------------------------------------------|--------|----------------------------------------|---------|
|                                                 |   | 2009                                   |    |   | 2008 |   |
| Revenue                                              |   | $                                      | 92,207  |   |   | $ | 116,730 |   |
| Operating      expenses                              |   |                                   |    |   |   |   |   |   |
| Salaries,      wages and related expenses            |   |                                   | 31,763  |   |   |   | 30,759 |   |
| Purchased      transportation                        |   |                                   | 20,568  |   |   |   | 30,660 |   |
| Fuel                                                 |   |                                   | 13,769  |   |   |   | 24,293 |   |
| Supplies      and  maintenance             |   |                                   | 12,253  |   |   |   | 12,850 |   |
| Revenue      equipment rent                          |   |                                   | 9,783   |   |   |   | 7,920 |   |
| Depreciation                                         |   |                                   | 4,590   |   |   |   | 4,786 |   |
| Communications      and utilities                    |   |                                   | 1,268   |   |   |   | 1,085 |   |
| Claims      and insurance                            |   |                                   | 4,489   |   |   |   | 4,160 |   |
| Operating      taxes and licenses                    |   |                                   | 1,290   |   |   |   | 1,069 |   |
| Gain      on sale of property and equipment          |   |                                   | (134    | ) |   |   | (260 | ) |
| Miscellaneous                                        |   |                                   | 1,089   |   |   |   | 1,124 |   |
|  Total      operating expenses                  |   |                                   | 100,728 |   |   |   | 118,446 |   |
| Loss      from operations                            |   |                                   | (8,521  | ) |   |   | (1,716 | ) |
| Interest      and other (income) expense             |   |                                   |    |   |   |   |   |   |
| Interest      income                                 |   |                                   | (4      | ) |   |   | (14 | ) |
| Interest      expense                                |   |                                   | 4       |   |   |   | 23 |   |
| Equity      in earnings of limited partnership       |   |                                   | (56     | ) |   |   | (173 | ) |
| Life      insurance and other                        |   |                                   | 308     |   |   |   | 39 |   |
|  Total      interest and other (income) expense |   |                                   | 252     |   |   |   | (125 | ) |
| Pre-tax      loss                                    |   |                                   | (8,773  | ) |   |   | (1,591 | ) |
| Income      tax benefit                              |   |                                   | (2,652  | ) |   |   | (766 | ) |
| Net      loss                                        |   | $                                      | (6,121  | ) |   | $ | (825 | ) |
|                                                 |   |                                   |    |   |   |   |   |   |
| Net      loss per share of common stock              |   |                                   |    |   |   |   |   |   |
| Basic                                                |   | $                                      | (0.36   | ) |   | $ | (0.05 | ) |
| Diluted                                              |   | $                                      | (0.36   | ) |   | $ | (0.05 | ) |
| Weighted      average shares outstanding             |   |                                   |    |   |   |   |   |   |
| Basic                                                |   |                                   | 16,908  |   |   |   | 16,652 |   |
| Diluted                                              |   |                                   | 16,908  |   |   |   | 16,652 |   |

----

|                                                                                           |   | Three      Months Ended March 31, |    |
|------------------------------------------------------------------------------------------------|--------|-----------------------------------|---------|
|                                                                                           |   | 2009                              |    |   | 2008 |   |
| Cash      flows from operating activities                                                      |   |                              |    |   |   |   |   |   |
| Net      loss                                                                                  |   | $                                 | (6,121  | ) |   | $ | (825 | ) |
| Non-cash      items included in net loss                                                       |   |                              |    |   |   |   |   |   |
| Gain      on sale of property and equipment                                                    |   |                              | (134    | ) |   |   | (260 | ) |
| Depreciation      and amortization                                                             |   |                              | 5,765   |   |   |   | 5,635 |   |
| Provision      for losses on accounts receivable                                               |   |                              | 199     |   |   |   | 117 |   |
| Deferred      income tax                                                                       |   |                              | (2,726  | ) |   |   | 18 |   |
| Deferred      compensation                                                                     |   |                              | (294    | ) |   |   | 452 |   |
| Investment      income, net                                                                    |   |                              | 155     |   |   |   | (345 | ) |
| Change      in operating assets and liabilities                                                |   |                              |    |   |   |   |   |   |
| Accounts      receivable                                                                       |   |                              | 11,966  |   |   |   | (2,827 | ) |
| Tires      on equipment in use                                                                 |   |                              | (916    | ) |   |   | (609 | ) |
| Other      current assets                                                                      |   |                              | (818    | ) |   |   | 2,233 |   |
| Accounts      payable                                                                          |   |                              | (894    | ) |   |   | (1,875 | ) |
| Insurance      and claims accruals                                                             |   |                              | 921     |   |   |   | (3,720 | ) |
| Accrued      liabilities, payroll and other                                                    |   |                              | 453     |   |   |   | 269 |   |
| Net      cash provided by (used in) operating activities                                       |   |                              | 7,556   |   |   |   | (1,737 | ) |
|                                                                                           |   |                              |    |   |   |   |   |   |
| Cash      flows from investing activities                                                      |   |                              |    |   |   |   |   |   |
|     Expenditures      for property and equipment                           |   |                              | (6,694  | ) |   |   | (2,561 | ) |
|     Proceeds      from sale of property and equipment                      |   |                              | 4,023   |   |   |   | 3,270 |   |
|     Other                                                                  |   |                              | 295     |   |   |   | - |   |
| Net      cash (used in) provided by investing activities                                  |   |                              | (2,376  | ) |   |   | 709 |   |
|                                                                                           |   |                              |    |   |   |   |   |   |
| Cash      flows from financing activities                                                      |   |                              |    |   |   |   |   |   |
|     Proceeds      from borrowings                                          |   |                              | 10,000  |   |   |   | 26,900 |   |
|     Payments      against borrowings                                       |   |                              | (10,000 | ) |   |   | (23,400 | ) |
|     Dividends      paid                                                    |   |                              | (515    | ) |   |   | (502 | ) |
|     Income      tax expense (benefit) of stock options and restrictedstock |   |                              | 5       |   |   |   | (18 | ) |
|     Proceeds      from capital stock transactions, net                     |   |                              | (139    | ) |   |   | 79 |   |
|     Purchases      of treasury stock                                       |   |                              | 93      |   |   |   | - |   |
| Net      cash (used in) provided by financing activities                                       |   |                              | (556    | ) |   |   | 3,059 |   |
|                                                                                           |   |                              |    |   |   |   |   |   |
| Net      increase in cash and cash equivalents                                                 |   |                              | 4,624   |   |   |   | 2,031 |   |
| Cash      and cash equivalents at beginning of period                                          |   |                              | 1,308   |   |   |   | 2,473 |   |
| Cash      and cash equivalents at March 31                                                     |   | $                                 | 5,932   |   |   | $ | 4,504 |   |

----

|                                                      |   | Common      Stock |   |   | Additional |   |   |         |   |   |     |   |   |                |   |
|-----------------------------------------------------------|--------|-------------------|--------|--------|------------|--------|--------|--------------|--------|--------|----------|--------|--------|---------------------|--------|
|                                                      |   | Shares            |   |   | Par        |   |   | Paid      in |   |   | Retained |   |   | Treasury      Stock |   |   |   |   |
|                                                      |   | Issued            |   |   | Value      |   |   | Capital      |   |   | Earnings |   |   | Shares              |   |   | Cost |   |   | Total |   |
| January      1, 2008                                      |   |              | 18,572 |   |       | $      | 27,858 |         |   | $      | 5,682    |   |   | $                   | 88,515 |   |   |   | 1,921 |   |   | $ | (14,796 | ) |   | $ | 107,259 |   |
|     Net      income                   |   |              | -      |   |       |   | -      |         |   |   | -        |   |   |                | 605    |   |   |   | - |   |   |   | - |   |   |   | 605 |   |
|     Treasury      stock reacquired    |   |              | -      |   |       |   | -      |         |   |   | -        |   |   |                | -      |   |   |   | 34 |   |   |   | (222 | ) |   |   | (222 | ) |
|     Retirement      plans             |   |              | -      |   |       |   | -      |         |   |   | 3        |   |   |                | -      |   |   |   | (4 | )  |   |   | 34 |   |   |   | 37 |   |
|     Exercise      of stock options    |   |              | -      |   |       |   | -      |         |   |   | (443     | )      |   |                | -      |   |   |   | (116 | )  |   |   | 894 |   |   |   | 451 |   |
|     Restricted      stock             |   |              | -      |   |       |   | -      |         |   |   | 277      |   |   |                | -      |   |   |   | (22 | )  |   |   | 168 |   |   |   | 445 |   |
|     Dividends                         |   |              | -      |   |       |   | -      |         |   |   | -        |   |   |                | (2,017 | ) |   |   | - |   |   |   | - |   |   |   | (2,017 | ) |
|     Tax      benefit of stock options |   |              | -      |   |       |   | -      |         |   |   | (107     | )      |   |                | -      |   |   |   | - |   |   |   | - |   |   |   | (107 | ) |
| December      31, 2008                                    |   |              | 18,572 |   |       |   | 27,858 |         |   |   | 5,412    |   |   |                | 87,103 |   |   |   | 1,813 |   |   |   | (13,922 | ) |   |   | 106,451 |   |
|     Net      loss                     |   |              | -      |   |       |   | -      |         |   |   | -        |   |   |                | (6,121 | ) |   |   | - |   |   |   | - |   |   |   | (6,121 | ) |
|     Treasury      stock reacquired    |   |              | -      |   |       |   | -      |         |   |   | -        |   |   |                | -      |   |   |   | 33 |   |   |   | (139 | ) |   |   | (139 | ) |
|     Retirement      plans             |   |              | -      |   |       |   | -      |         |   |   | (153     | )      |   |                | -      |   |   |   | (32 | ) |   |   | 246 |   |   |   | 93 |   |
|     Exercise      of stock options    |   |              | -      |   |       |   | -      |         |   |   | (160     | )      |   |                | -      |   |   |   | (33 | ) |   |   | 253 |   |   |   | 93 |   |
|     Restricted      stock             |   |              | -      |   |       |   | -      |         |   |   | (2,605   | )      |   |                | -      |   |   |   | (349 | ) |   |   | 2,660 |   |   |   | 55 |   |
|     Dividends                         |   |              | -      |   |       |   | -      |         |   |   | -        |   |   |                | (515   | ) |   |   | - |   |   |   | - |   |   |   | (515 | ) |
|     Tax      expense of stock options |   |              | -      |   |       |   | -      |         |   |   | 5        |   |   |                | -      |   |   |   | - |   |   |   | - |   |   |   | 5 |   |
| March      31, 2009                                       |   |              | 18,572 |   |       | $      | 27,858 |         |   | $      | 2,499    |   |   | $                   | 80,467 |   |   |   | 1,432 |   |   | $ | 10,902 |   |   | $ | 99,922 |   |

----

As of March 31, 2009, the Company had a securedcommitted credit facility (the “Credit Facility”) that expires in June 2010 forwhich no amounts were outstanding.  The Company may borrow an amountnot to exceed the lesser of $50.0 million, adjusted for letters of credit andother debt (as defined in the agreement), a borrowing base or a multiple of ameasurement of cash flow.   As of March 31, 2009, the Company had$5.4 million of outstanding standby letters of credit primarily for selfinsurance programs that reduced the availability to $44.6 million, subject toborrowing base limitations, which is defined as 85% of eligible accountsreceivable.  The available borrowing base at March 31, 2009 is $24.3million, which excludes standby letters of credit.

----

The difference between our effectivetax rate and the federal statutory rate of 35% is primarily attributable tostate income taxes and non-deductible driver related expenses.

5.  Income or loss per commonshare

|                                                    |   | (in      thousands, except per share amounts) |   |
|---------------------------------------------------------|--------|-----------------------------------------------|--------|
|                                                    |   | Three      Months Ended March 31,             |   |
|                                                    |   | 2009                                          |   |   | 2008 |   |
| Numerator:                                              |   |                                          |   |   |   |   |
|    Net      loss                         |   | $                                             | (6,121 | )  |   | $ | (825 | ) |
|                                                    |   |                                          |   |   |   |   |   |   |
| Denominator:                                            |   |                                          |   |   |   |   |   |   |
|    Basic-weighted      average shares    |   |                                          | 16,908 |   |   |   | 16,652 |   |
|    Effect      of dilutive stock options |   |                                          | -      |   |   |   | - |   |
|    Diluted-weighted      average shares  |   |                                          | 16,908 |   |   |   | 16,652 |   |
|                                                    |   |                                          |   |   |   |   |   |   |
| Basic      loss per common share                        |   | $                                             | (0.36  | ) |   | $ | (0.05 | )  |
| Diluted      loss per common share                      |   | $                                             | (0.36  | )  |   | $ | (0.05 | ) |

----

----

----

----

| Revenue      from: (a)                                |   | 2009   |    |   | 2008   |   |
|-------------------------------------------------------|--------|--------|---------|--------|--------|--------|
| Temperature-controlled      fleet                     |   | $      | 32,586  |   |   | $      | 34,635 |   |
| Dry-freight      fleet                                |   |   | 14,534  |   |   |   | 18,177 |   |
| Total      truckload linehaul services                |   |   | 47,120  |   |   |   | 52,812 |   |
| Dedicated      fleets                                 |   |   | 5,286   |   |   |   | 5,956 |   |
| Total      truckload                                  |   |   | 52,406  |   |   |   | 58,768 |   |
| Less-than-truckload      linehaul services            |   |   | 27,033  |   |   |   | 29,854 |   |
| Fuel      surcharges                                  |   |   | 9,157   |   |   |   | 22,994 |   |
| Brokerage                                             |   |   | 2,441   |   |   |   | 3,594 |   |
| Equipment      rental                       |   |   | 1,170   |   |   |   | 1,520 |   |
| Total      revenue                                    |   |   | 92,207  |   |   |   | 116,730 |   |
|                                                  |   |   |    |   |   |   |   |   |
| Operating      expenses                               |   |   | 100,728 |   |   |   | 118,446 |   |
| Loss      from freight operations                     |   | $      | (8,521  | )      |   | $      | (1,716 | ) |
| Operating      ratio (b)                              |   |   | 109.2   | %      |   |   | 101.5 | % |
|                                                  |   |   |    |   |   |   |   |   |
| Total      truckload revenue                          |   | $      | 52,406  |   |   | $      | 58,768 |   |
| Less-than-truckload  revenue                |   |   | 27,033  |   |   |   | 29,854 |   |
| Total      linehaul and dedicated fleet revenue  |   | $      | 79,439  |   |   | $      | 88,622 |   |
|                                                  |   |   |    |   |   |   |   |   |
| Weekly      average trucks in service                 |   |   | 1,997   |   |   |   | 2,046 |   |
| Revenue      per truck per week (c)                   |   | $      | 3,094   |   |   | $      | 3,332 |   |

|        Computational      notes: |
|---------------------------------------|
| (a)                                   | Revenue      and expense amounts are stated in thousands of dollars. |
| (b)                                   | Operating      expenses divided by total revenue. |
| (c)                                   | Average      daily revenue, times seven, divided by weekly average trucks in      service. |

----

              The following table summarizes and compares selected statistical data relatingto our freight operations for each of the three-month periods ended March31:

| Truckload                                                           |   | 2009   |      |   | 2008   |   |
|---------------------------------------------------------------------|--------|--------|-----------|--------|--------|--------|
|     Total      linehaul miles (a)               |   |   | 37,456    |   |   |   | 40,066 |   |
|     Loaded      miles (a)                       |   |   | 33,855    |   |   |   | 36,545 |   |
|     Empty      mile ratio (b)                   |   |   | 9.6       | %      |   |   | 8.8 | % |
|     Linehaul      revenue per total mile (c)    |   | $      | 1.26      |   |   | $      | 1.32 |   |
|     Linehaul      revenue per loaded mile (d)   |   | $      | 1.39      |   |   | $      | 1.45 |   |
|     Linehaul      shipments (a)                 |   |   | 36.6      |   |   |   | 36.1 |   |
|     Loaded      miles per shipment (e)          |   |   | 925       |   |   |   | 1,012 |   |
| LTL                                                            |   |   |      |   |   |   |   |   |
|     Hundredweight                               |   |   | 1,864,253 |   |   |   | 2,073,816 |   |
|     Shipments      (a)                          |   |   | 61.6      |   |   |   | 66.7 |   |
|     Linehaul      revenue per hundredweight (f) |   | $      | 14.50     |   |   | $      | 14.40 |   |
|     Linehaul      revenue per shipment (g)      |   | $      | 439       |   |   | $      | 447 |   |
|     Average      weight per shipment (h)        |   |   | 3,029     |   |   |   | 3,107 |   |

| Computational      notes: |
|---------------------------|
| (a)                       | Amounts      are stated in thousands. |
| (b)                       | Total      truckload linehaul miles less truckload loaded miles, divided by total      truckload linehaul miles. |
| (c)                       | Revenue      from truckload linehaul services divided by total truckload linehaul      miles. |
| (d)                       | Revenue      from truckload linehaul services divided by truckload loaded      miles. |
| (e)                       | Total      truckload loaded miles divided by number of truckload linehaul      shipments. |
| (f)                       | LTL      revenue divided by LTL hundredweight. |
| (g)                       | LTL      revenue divided by number of LTL shipments. |
| (h)                       | LTL      hundredweight times one hundred divided by number of      shipments.  |

|                        |   | 2009   |   |   | 2008   |   |
|-----------------------------|--------|--------|--------|--------|--------|--------|
| Total      company-provided |   |   | 1,551  |   |   |   | 1,485 |   |
| Total      owner-operator   |   |   | 415    |   |   |   | 544 |   |
| Tractors      in service    |   |   | 1,966  |   |   |   | 2,029 |   |
| Trailers      in service    |   |   | 3,996  |   |   |   | 4,156 |   |

----

| Revenue      from (a)                                 |   | 2009   |    |    | 2008   |   |    | Dollar      Change2009      vs. 2008 |   | Percentage      Change2009      vs. 2008 |    |   |
|-------------------------------------------------------|--------|--------|---------|---------|--------|--------|---------|--------------------------------------|--------|------------------------------------------|---------|--------|
| Temperature-controlled      fleet                     |   | $      | 32,586  |    |   | $      | 34,635  |                                 |   | $                                        | (2,049  | )      | (5.9 | ) | % |
| Dry-freight      fleet                                |   |   | 14,534  |    |   |   | 18,177  |                                 |   |                                     | (3,643  | )      | (20.0 | ) |   |
| Total      truckload linehaul services                |   |   | 47,120  |    |   |   | 52,812  |                                 |   |                                     | (5,692  | )      | (10.8 | ) |   |
| Dedicated      fleets                                 |   |   | 5,286   |    |   |   | 5,956   |                                 |   |                                     | (670    | )      | (11.2 | ) |   |
| Total      truckload                                  |   |   | 52,406  |    |   |   | 58,768  |                                 |   |                                     | (6,362  | )      | (10.8 | ) |   |
| Less-than-truckload      linehaul services            |   |   | 27,033  |    |   |   | 29,854  |                                 |   |                                     | (2,821  | )      | (9.4 | ) |   |
| Fuel      surcharges                                  |   |   | 9,157   |    |   |   | 22,994  |                                 |   |                                     | (13,837 | )      | (60.2 | ) |   |
| Brokerage                                             |   |   | 2,441   |    |   |   | 3,594   |                                 |   |                                     | (1,153  | )      | (32.1 | ) |   |
| Equipment      rental                       |   |   | 1,170   |    |   |   | 1,520   |                                 |   |                                     | (350    | )      | (23.0 | ) |   |
| Total      revenue                               |   |   | 92,207  |    |   |   | 116,730 |                                 |   |                                     | (24,523 | )      | (21.0 | ) |   |
|                                                  |   |   |    |    |   |   |    |                                 |   |                                     |    |   |   |   |   |
| Operating      expenses                               |   |   | 100,728 |    |   |   | 118,446 |                                 |   |                                     | (17,718 | )      | (15.0 | ) |   |
| Loss      from operations                             |   | $      | (8,521  | )  |   | $      | (1,716  | )                                    |   | $                                        | (6,805  | )      | 396.6 |   | % |
| Operating      ratio (b)                              |   |   | 109.2   | %       |   |   | 101.5   | %                                    |   |                                     |    |   |   |   |   |
|                                                  |   |   |    |    |   |   |    |                                 |   |                                     |    |   |   |   |   |
| Total      truckload revenue                          |   | $      | 52,406  |    |   | $      | 58,768  |                                 |   | $                                        | (6,362  | )      | (10.8 | ) | % |
| Less-than-truckload      linehaul revenue             |   |   | 27,033  |    |   |   | 29,854  |                                 |   |                                     | (2,821  | )      | (9.4 | ) |   |
| Total      linehaul and dedicated fleet revenue  |   | $      | 79,439  |    |   | $      | 88,622  |                                 |   | $                                        | (9,183  | )      | (10.4 | ) | % |
|                                                  |   |   |    |    |   |   |    |                                 |   |                                     |    |   |   |   |   |
| Weekly      average trucks in service                 |   |   | 1,997   |    |   |   | 2,046   |                                 |   |                                     | (49     | )      | (2.4 | ) | % |
| Revenue      per truck per week (c)                   |   | $      | 3,094   |    |   | $      | 3,332   |                                 |   | $                                        | (238    | )      | (7.1 | ) | % |

| Computational      notes: |
|---------------------------|
| (a)                       | Revenue      and expense amounts are stated in thousands of dollars. |
| (b)                       | Operating      expenses divided by total revenue. |
| (c)                       | Average      daily revenue, times seven, divided by weekly average trucks in      service. |

----

|                                                                      |   | (in      thousands)Dollar      Change |    | Percentage      Change |   | Percentage      of Revenue |   |
|---------------------------------------------------------------------------|--------|---------------------------------------|---------|------------------------|--------|----------------------------|--------|
|                                                                      |   | 2009      vs 2008                     |    | 2009      vs 2008      |   |        2009      |   |        2008  |   |
| Revenue                                                                   |   | $                                     | (24,523 | )                      | (21.0  | )%                         | 100.0  | % | 100.0 | % |
|                                                                      |   |                                  |    |                   |   |                       |   |   |   |   |
| Operating      Expenses                                                   |   |                                  |    |                   |   |                       |   |   |   |   |
|      Salaries,      wages and related expenses   |   |                                  | 1,004   |                   | 3.3    |                       | 34.4   |   | 26.3 |   |
|      Purchased      transportation               |   |                                  | (10,092 | )                      | (32.9  | )                          | 22.3   |   | 26.3 |   |
|      Fuel                                        |   |                                  | (10,524 | )                      | (43.3  | )                          | 14.9   |   | 20.8 |   |
|      Supplies      and maintenance               |   |                                  | (597    | )                      | (4.6   | )                          | 13.3   |   | 11.0 |   |
|      Revenue      equipment rent                 |   |                                  | 1,863   |                   | 23.5   |                       | 10.6   |   | 6.8 |   |
|      Depreciation                                |   |                                  | (196    | )                      | (4.1   | )                          | 5.0    |   | 4.1 |   |
|      Communications      and utilities           |   |                                  | 183     |                   | 16.9   |                       | 1.4    |   | 0.9 |   |
|      Claims      and insurance                   |   |                                  | 329     |                   | 7.9    |                       | 4.9    |   | 3.6 |   |
|      Operating      taxes and licenses           |   |                                  | 221     |                   | 20.7   |                       | 1.4    |   | 0.9 |   |
|      Gain      on sale of property and equipment |   |                                  | 126     |                   | (48.5  | )                          | (0.1   | ) | (0.2 | ) |
|      Miscellaneous                               |   |                                  | (35     | )                      | (3.1   | )                          | 1.1    |   | 1.0 |   |
| Total      Operating Expenses                                             |   | $                                     | (17,718 | )                      | (15.0  | )%                         | 109.2  | % | 101.5 | %  |

----

----

|                                                           |   | (in      thousands)               |   |
|----------------------------------------------------------------|--------|-----------------------------------|--------|
|                                                           |   | Three      Months Ended March 31, |   |
|                                                           |   | 2009                              |   |   | 2008 |   |
| Net      cash flows provided by (used in) operating activities |   | $                                 | 7,556  |   |   | $ | (1,737 | ) |
| Net      cash flows (used in) provided by investing activities |   |                              | (2,376 | ) |   |   | 709 |   |
| Net      cash flows (used in) provided by financing activities |   |                              | (556   | ) |   |   | 3,059 |   |
| Debt      at March 31                                          |   |                              | -      |   |   |   | 3,500 |   |

----

| · | The      ratio of our annual earnings before interest, taxes, depreciation,      amortization, rental and any non-cash expenses from stock option activity      ("EBITDAR") to the amount of our annual fixed charges may not be less than      1.25:1.0. Fixed charges generally include interest payments, rental      expense, taxes paid and payments due on outstanding  debt. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | The      ratio of our funded debt to EBITDAR may not exceed 2.5:1.0. Funded debt      generally includes the amount borrowed under the credit facility or      similar arrangements, letters of credit and the aggregate minimum amount      of operating lease payments we are obligated to pay in the      future. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Our      tangible net worth must remain an amount greater than $80 million plus 50%      of the positive amounts of our quarterly net income for each fiscal      quarter ending after June 30, 2006. Tangible net worth is generally      defined as our net shareholders' equity minus intangible and certain other      assets plus 100% of any cash we receive from the issuance of equity      securities. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | We      may not enter into a merger or acquire another entity without the prior      consent of our banks. |
|--------|------------------------------------------------------------------------------------------------------------|

| · | The      annual amount of our net expenditures for property and equipment may not      be more than $50 million after taking into account the amounts we receive      from the sale of such assets. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Payments      of dividends are generally limited to net income derived in the previous      quarter. |
|--------|------------------------------------------------------------------------------------------------------|

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The following is a summary of our contractual obligations as ofMarch 31, 2009:

|                              |   | (in      thousands) |    |
|-----------------------------------|--------|---------------------|---------|
|                              |   | Total               |    |   | 2009 |   |   |   | 2010-2011 |   |   |   | 2012-2013 |   |   | After      2013 |   |
| Letters      of credit            |   | $                   | 5,422   |   |   | $ | 2,780 |   |   | $ | 2,642 |   |   | $ | - |   |   | $ | - |   |
| Purchase      obligations         |   |                | 23,395  |   |   |   | 23,395 |   |   |   | - |   |   |   | - |   |   |   | - |   |
| Operating      leases obligations |   |                |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rentals                           |   |                | 103,085 |   |   |   | 27,171 |   |   |   | 47,385 |   |   |   | 17,747 |   |   |   | 10,782 |   |
| Residual      guarantees          |   |                | 7,754   |   |   |   | 210 |   |   |   | 3,578 |   |   |   | 3,966 |   |   |   | - |   |
|                              |   | $              | 139,656 |   |   | $ | 53,556 |   |   | $ | 53,605 |   |   | $ | 21,713 |   |   | $ | 10,782 |   |

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AccountsReceivable.  We are dependent upon contracts with significantcustomers that generate a large portion of our revenue.  Accountsreceivable are recorded at the invoiced amounts, net of an allowance fordoubtful accounts.  A considerable amount of judgment is required inassessing the realization of these receivables including the currentcreditworthiness of each customer and related aging of the past-due balances,including any billing disputes.  In order to assess the collectability ofthese receivables, we perform ongoing credit evaluations of our customers’financial condition.  Through these evaluations, we may become aware of asituation in which a customer may not be able to meet its financial obligationsdue to deterioration of their financial viability, credit ratings orbankruptcy.  The allowance for doubtful accounts is based on the bestinformation available to us and is reevaluated and adjusted as additionalinformation is received.  We evaluate the allowance based on historicalwrite-off experience, the size of the individual customer balances, past-dueamounts and the overall national economy.  We perform ongoing reviews ofthe adequacy of our allowance for doubtful accounts.  Invoice balances over30 days after the contractual due date are considered past due per our policyand are reviewed individually for collectability.  Initial payments by newcustomers are monitored for compliance with contractual terms.  Accountbalances are charged off against the allowance after all means of collectionhave been exhausted and the potential recovery is consideredremote.

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              IncomeTaxes.  We account for income taxes in accordance withStatement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxesand FASB Interpretation No. 48, Accounting for Uncertainty in IncomeTaxes — an interpretation of FASB Statement No. 109 (“FIN 48”).  As part of the process of preparing our consolidated financialstatements, we are required to estimate our income taxes in each of thejurisdictions in which we operate.  This process involves estimating ourcurrent tax exposure together with assessing temporary differences resultingfrom differing treatment of items for tax and financial reportingpurposes.  These temporary differences result in deferred tax assets andliabilities, which are included in our accompanying consolidated balancesheets.  Deferred tax assets and liabilities are measured using enacted taxrates expected to apply to taxable income in the years in which the temporarydifferences are expected to be recovered or settled.  To the extent it isdetermined that it is not likely that our deferred tax assets will be recovered,a valuation allowance must be established for the amount of the deferred taxassets determined not to be realizable.  We believe the deferred tax assetswill be principally realized through future reversals of existing temporarydifferences (deferred tax liabilities) and future taxable income.  However,if the facts or our financial results were to change, thereby impacting thelikelihood of realizing the deferred tax assets, judgment would have to beapplied to determine the amount of any increase to the valuation allowance thatwould be required in any given period.

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 Item 3.   Quantitative and QualitativeDisclosures about Market Risk

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As required by Rule 13a-15 under theSecurities Exchange Act of 1934 (the “Exchange Act”), we have carried out anevaluation of the effectiveness of the design and operation of our disclosurecontrols and procedures (as defined in Exchange Act Rule 13a-15(e)) as ofthe end of the period covered by this report.  This evaluation was carriedout under the supervision and with the participation of our management,including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief FinancialOfficer concluded that our disclosure controls and procedures were effective asof March 31, 2009.  There were no changes in our internal control overfinancial reporting that occurred during the period covered by this report thathave materially affected, or that are reasonably likely to materially affect,our internal control over financial reporting.  We intend to periodicallyevaluate our disclosure controls and procedures as required by the Exchange ActRules.

----

  
 

Certain risksassociated with our operations are discussed in our Annual Report onForm 10-K for the year ended December 31, 2008, under the heading“Risk Factors” in Item 1A of that report.  We do not believe there havebeen any material changes in these risks during the three months ended March 31,2009.

   Exhibits

| 3.1    | Amended      and Restated Bylaws of Frozen Food Express Industries, Inc. (filed as      Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the      Commission on March 3, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.1   | Third      Amendment to the Frozen Food Express Industries, Inc. 401(k) Savings Plan      (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed      with the Commission on March 3, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.2   | FFE      Transportation Services Inc. Amended 2005 Executive Bonus and Restricted      Stock Plan (filed as Exhibit 10.3 to the Company's Current Report on Form      8-K filed with the Commission on March 3, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.3   | Fifth      Amendment to Amended and Restated Credit Agreement among Comerica Bank as      administrative agent for itself and other banks, LaSalle Bank National      Association, as collateral agent and syndication agent for itself and      other banks, LaSalle Bank National Association, as collateral agent and      syndication agent for itself and other banks and FFE Transpiration      Services, Inc. as Borrower and certain of its affiliates, dated as of      October 12, 2006 (filed as Exhibit 10.4 to the Company's Current Report on      Form 8-K filed with the Commission on March 3, 2009 and incorporated      herein by reference). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4   | Separation      Agreement between Thomas G. Yetter and the Registrant, dated January 29,      2009 (filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K      filed with the Commission on March 6, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.5   | Change      of Control Agreement by and between Ronald J. Knutson and Frozen Food      Express Industries, Inc., dated February 25, 2009 (filed      herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

| 10.6   | Summary      of compensation arrangements with Ronald J. Knutson (incorporated by      reference to Item 5.02 of Registrant’s Current Report on Form 8-K filed on      January 20, 2009).         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                    |
| 10.7   | Summary      of compensation arrangements with John T. Hickerson (incorporated by      reference to Item 5.02 of Registrant’s Current Report on  Form      8-K filed on March 3, 2009). |
|   |                                                                                                                                                                                                    |
| 31.1   | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002 (filed herewith).                                                                          |
|   |                                                                                                                                                                                                    |
| 31.2   | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002 (filed herewith).                                                                          |
|   |                                                                                                                                                                                                    |
| 32.1   | Certification      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of 2002 (filed  herewith).                                             |

----

SIGNATURES

|                          |  FROZEN      FOOD EXPRESS INDUSTRIES, INC. |
|-------------------------------|-------------------------------------------------|
|                          | (Registrant)                                    |
|                          |                                            |   |
|  Dated:      May 7, 2009 |  By                                        |  /s/      Stoney M. Stubbs, Jr. |
|                          |                                            | Stoney      M. Stubbs, Jr.Chairman      of the Board, President and Chief Executive Officer(Principal      Executive Officer) |
|  Dated:      May 7, 2009 |  By                                        |  /s/      Ronald J. Knutson |
|                          |                                            | Ronald      J. KnutsonSenior      Vice President and Chief Financial Officer(Principal      Financial and Accounting Officer) |

----

| 3.1    | Amended      and Restated Bylaws of Frozen Food Express Industries, Inc. (filed as      Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the      Commission on March 3, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.1   | Third      Amendment to the Frozen Food Express Industries, Inc. 401(k) Savings Plan      (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed      with the Commission on March 3, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.2   | FFE      Transportation Services Inc. Amended 2005 Executive Bonus and Restricted      Stock Plan (filed as Exhibit 10.3 to the Company's Current Report on Form      8-K filed with the Commission on March 3, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.3   | Fifth      Amendment to Amended and Restated Credit Agreement among Comerica Bank as      administrative agent for itself and other banks, LaSalle Bank National      Association, as collateral agent and syndication agent for itself and      other banks, LaSalle Bank National Association, as collateral agent and      syndication agent for itself and other banks and FFE Transpiration      Services, Inc. as Borrower and certain of its affiliates, dated as of      October 12, 2006 (filed as Exhibit 10.4 to the Company's Current Report on      Form 8-K filed with the Commission on March 3, 2009 and incorporated      herein by reference). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4   | Separation      Agreement between Thomas G. Yetter and the Registrant, dated January 29,      2009 (filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K      filed with the Commission on March 6, 2009 and incorporated herein by      reference).                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.5   | Change      of Control Agreement by and between Ronald J. Knutson and Frozen Food      Express Industries, Inc., dated February 25, 2009 (filed      herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.6   | Summary      of compensation arrangements with Ronald J. Knutson (incorporated by      reference to Item 5.02 of Registrant’s Current Report on Form 8-K filed on      January 20, 2009).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.7   | Summary      of compensation arrangements with John T. Hickerson (incorporated by      reference to Item 5.02 of Registrant’s Current Report on  Form      8-K filed on March 3, 2009).                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.1   | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.2   | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 32.1   | Certification      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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