EXHIBIT 10.2
  **FROZEN
FOOD EXPRESS INDUSTRIES, INC.**
  **2005
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN**
   1.  PURPOSE.
The purposes of the Frozen Food Express Industries, Inc., 2005 Non-Employee
Director Restricted Stock Plan (this "Plan") are to promote the growth and
prosperity of Frozen Food Express Industries, Inc. (the "Company"), to attract
and retain the best available people to serve as independent directors of the
Company and to encourage stock ownership by such directors and thus increase
their personal interest in the Company's success.
   2.  ADMINISTRATION.
   (a)  This Plan
shall be administered by the Board of Directors of the Company (the "Board").
The Board may from time to time prescribe, amend and rescind such rules,
regulations, provisions and procedures, consistent with the terms of this Plan,
as may be advisable in its opinion in the administration of this Plan, and
subject to the terms of this Plan shall prescribe the provisions of the
restricted stock agreements to be issued hereunder and make all other
determinations and interpretations necessary or advisable for administering this
Plan and the stock option agreements.
   (b)  A
majority of the Board shall constitute a quorum, and the acts of a majority of
the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Board, shall be the acts of the Board.
All decisions, determinations and interpretations of the Board shall be final
and binding on all persons interested in this Plan.
   3.  SHARES
AVAILABLE FOR AWARD UNDER THIS PLAN.
   (a)  The stock
to be subject to awards granted under this Plan shall be shares of the Company's
common stock, par value $1.50 per share (the "Common Stock"), either authorized
and unissued or treasury stock.
   (b)  In the
event of a merger, consolidation, reorganization, recapitalization, subdivision
or any other similar change affecting the stock of the Company, an appropriate
adjustment to reflect any such change shall be made in the total number and
class of shares for which awards may be granted, the number and class of shares
underlying awards to be granted in accordance with Section 4(a), and the number
and class of shares. Such adjustment shall be as determined by the Board;
provided, however, that any such computation shall be rounded to the nearest
whole share and no such modification shall require the issuance of fractional
shares.
   (c)  The total
amount of stock reserved for issuance under the Plan in the form of shares of
Restricted Stock shall be 50,000 shares (subject to adjustment in accordance
with Section 3(b)).
   (d)  In the
event any outstanding award for any reason expires, is forfeited, cancelled or
otherwise terminates, the shares allocable to the award shall again be available
for issuance under this Plan.
   (e)  Nothing
in this Plan or in any award granted pursuant to this Plan shall confer on any
individual any right to continue as a director of the Company or interfere in
any way with the removal of such person as a director in accordance with the
Articles of Incorporation and Bylaws.
   4.  ELIGIBILITY
AND AWARDS.
   Each
director of the Company who is not at the time of the grant of an award an
officer or employee of the Company ("Non-Employee Director") shall be eligible
to receive an award of restricted stock under this Plan on the day of a
Non-Employee Director's initial appointment or election (whichever comes first)
to the Board. Annually thereafter, on the day of each annual meeting of
stockholders of the Company that occurs after the date of such Director’s
initial appointment or election to the Board, such individual shall be eligible
to receive an award of restricted stock under this Plan. Each such date (of
appointment, election or the annual stockholders’ meeting) shall be the “Date of
Grant” with respect to an award. The Board shall determine from time to time the
number of shares of Restricted Stock to be issued to an eligible Non-Employee
Director.
   5.  VESTING
OF RESTRICTED STOCK.
   Unless
otherwise determined by the Board and set forth in the Award Agreement, all
shares of Restricted Stock awarded under this Plan shall vest over a period of
three (3) years from the Date of Grant, one-third (1/3) on each anniversary of
the Date of Grant, provided that the Non-Employee Director continues to serve as
such at each vesting date.
  If a
Non-Employee Director dies while serving on the Board, the shares of Restricted
Stock theretofore granted to such director shall become fully vested as of the
date of his or her death.
   6.  TERMS AND
CONDITIONS OF RESTRICTED STOCK.
  Shares
      of Restricted Stockmay
      not be sold, assigned, transferred, pledged or otherwise encumbered,
      except as hereinafter provided, until vested in accordance with paragraph
      5. Except for such restrictions, the Non-Employee Director as owner of
      such shares shall have all the rights of a stockholder, including but not
      limited to the right to vote such shares and, except as otherwise provided
      by the Board, the right to receive all dividends paid on such
      shares.
  Except
      as otherwise determined by the Board in its sole discretion, a
      Non-Employee Director whose service as a director terminates prior to full
      vesting of the Restricted Stock shall forfeit all non-vested shares of
      Restricted Stock remaining subject to any outstanding Restricted Stock
      Award.
  Each
      certificate issued in respect of shares of Restricted Stock awarded under
      the Plan shall be registered in the name of the Non-Employee Director and,
      at the discretion of the Board, each such certificate may be deposited in
      a bank designated by the Board. Each such certificate shall bear the
      following (or a similar) legend:
   "The
      transferability of this certificate and the shares of stock represented
      hereby are subject to the terms and conditions (including forfeiture)
      contained in the Frozen Food Express Industries, Inc. 2005 Non-Employee
      Director Restricted Stock Plan and an agreement entered into between the
      registered owner and Frozen Food Express Industries, Inc. A copy of such
      plan and agreement is on file in the office of the Secretary of Frozen
      Food Express Industries, Inc., 1145 Empire Central Place, Dallas, Texas
      75247.
   At each
vesting date, Restricted Stock will be transferred free of all restrictions to a
Non-Employee Director (or his or her legal representative, beneficiary or
heir).
   7.  AMENDMENT
AND DISCONTINUANCE.
   The Board
may at any time amend this Plan, provided that, except as permitted by Section
3(b), no amendment without the approval of shareholders shall: (a) increase the
total number of shares of Restricted Stock that may be granted, (b) change the
class of persons eligible to receive shares of Restricted Stock under this Plan,
or (c) change the provisions relating to the administration of this Plan by the
Board.
   The Board
may terminate this Plan at any time but such termination shall not affect shares
of Restricted Stock previously granted.
   8.  RESERVATION
OF SHARES.
   During
the term of this Plan, the Company shall at all times reserve and keep
available, and will obtain from any regulatory body having jurisdiction any
requisite authority in order to issue such number of shares of its Common Stock
as shall be sufficient to satisfy the requirements of this Plan. Inability of
the Company to obtain any authority deemed by the Company's counsel to be
necessary to the lawful issuance of any shares of its stock hereunder shall
relieve the Company of any liability in respect of the nonissuance of such stock
as to which such authority shall not have been obtained.
   9.  SECURITIES
ACT OF 1933.
   Unless
(a) the shares to be issued upon an award have been effectively registered under
the Securities Act of 1933, as now in force or hereafter amended; or (b) in the
opinion of counsel for the Company, no such registration is necessary, the
Company shall be under no obligation to issue any shares covered by any
award.
   10.  SECTION
16.
   With
respect to persons subject to Section 16 of the Securities Exchange Act of 1934
("Exchange Act"), transactions under this Plan are intended to comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act. To
the extent any provision of this Plan or action by the Board fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board.
   11.  EFFECTIVE
DATE; TERM OF PLAN.
   This Plan
shall become effective as of May 5, 2005; provided, however, if this Plan is not
approved by the holders of a majority of the stock of the Company present or
represented by proxy and entitled to vote at the annual meeting of shareholders
of the Company on May 5, 2005, any awards granted under this Plan shall be null,
void and of no force and effect as of their grant date, and this Plan shall
terminate. This Plan shall terminate on May 5, 2015, unless sooner terminated as
provided in this Plan. At the end of such term, this Plan shall expire except
for awards then outstanding.
  **FROZEN
FOOD EXPRESS INDUSTRIES, INC.**
 
 By: /s/ Stoney M. Stubbs, Jr.
 Name: STONEY M. STUBBS, JR.
 Title:  Chairman of the
Board