**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **Form
        10-K/A**
 **(Amendment
        No. 1)**
 
 
 **/X/**
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 For
        the
        fiscal year ended December 31, 2005
 
 **/
                  /**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 
 For
        the
        transition period from ________________ to ________________.
 
 Commission
        file number 000-50485
 
 **CENTRAL
        FREIGHT LINES, INC.**
 **(Exact
        name of registrant as specified in its charter)**
 
 Nevada
                **(State
                  or other jurisdiction of**
                **incorporation
                  or organization)**
              74-2914331
                **(I.R.S.
                  Employer**
                **Identification
                  No.)**
 
 5601
        West
        Waco Drive, Waco, TX 76710
 **(Address
        of principal executive offices) (Zip Code)**
  (254)
        772-2120
 **(Registrant's
        telephone number, including area code)**
 
 Securities
        registered pursuant to Section 12(b) of the Act:
 
 None
 
 Securities
        registered pursuant to Section 12(g) of the Act:
 
 Title
                  of each class
                Common
                  stock $0.001 Par Value
              Name
                  of each exchange on which registered
                Nasdaq
                  ®
 
 Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act.   Yes  X  No
        __
 
 Indicate
        by check mark if the registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the Act.  Yes  X  No
        __
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities 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.
 X  Yes  No
        __
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
        be contained, to the best of registrant's knowledge, in definitive proxy
        or
        information statements incorporated by reference in Part III of this Form
        10-K
        or any amendment to this Form 10-K.
  
  
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of "accelerated
        filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
        one):
 
 Large
        accelerated filer  __ Accelerated
        filer  __ Non-accelerated
        filer  X
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Act).
 Yes  X  No
        __
 
 The
        aggregate market value of the voting stock held by non-affiliates of the
        registrant was $33,164,410 as of July 1, 2005 (based upon the $2.85 per share
        closing price on that date as reported by Nasdaq). In making this calculation
        the registrant has assumed, without admitting for any purpose, that all
        executive officers, directors, and holders of more than 10% of a class of
        outstanding common stock, and no other persons, are affiliates.
 
 The
        number of shares of common stock outstanding at April 25, 2006 was 18,294,454.
 
 **EXPLANATORY
        NOTE**
 
 This
        Amendment No. 1 to the Annual Report on Form 10-K of Central Freight Lines,
        Inc.
        for the year ended December 31, 2005, reflects the addition of information
        required by Items 10, 11, 12, 13, and 14 of Part III and Item 15(b) of Part
        IV
        of Form 10-K. Other than these items, none of the information contained in
        the
        Company’s Form 10-K filed on April 17, 2006, has been amended or restated.
  The
        terms
        "we," "our," "us" or the "Company" refer to Central Freight Lines, Inc. and
        its
        subsidiary.
 
 
 
 
  
  **TABLE
        OF CONTENTS**
 
 **Item**
              
              **Page****PART
                  III****10.**
              **Directors
                  and Executive Officers of the Registrant.**
              **1****11.**
              **Executive
                  Compensation.**
              **6****12.**
              **Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.**
              **14****13.**
              **Certain
                  Relationships and Related Transactions.**
              **16****14.**
              **Principal
                  Accountant Fees and Services.**
              **17****PART
                  IV****15.**
              **Exhibits
                  and Financial Statement Schedules.**
              **18**
 
 
 
  
   **PART
        III**
 
 **Item
        10.**   **Directors
        and Executive Officers of the Registrant**
 
 **Information
        on Members of the Board of Directors**
 
 Information
        concerning the names, ages, positions with Central, tenure as a director
        and
        business experience of the members of Central's Board of Directors (the "Board")
        is as follows:
 
 **Robert
        V. Fasso, 52** **Director
        Since 2002**
 
 *Robert
        V. Fasso* has
        served as our Chief Executive Officer and as a member of the Board since
        January
        2002, and as President since March 2002. Mr. Fasso previously served as
        President - Regional Carrier Group of USF Corporation from 1997 to 2001,
        running
        its regional LTL group. Mr. Fasso has 35 years of experience in the LTL
        industry.
 
 **John
        Breslow, 56** **Director
        Since 2003**
 
 *John
        Breslow* has
        served on the Board since Central's initial public offering in December 2003.
        Mr. Breslow is the owner and, since 1979, Chairman of the Board of Linweld,
        Inc.
        Linweld is a retail distributor of welding products and related equipment
        and a
        manufacturer and distributor of industrial, medical and specialty gases based
        in
        Lincoln, Nebraska. Mr. Breslow previously served two terms as Auditor of
        Public
        Accounts for the State of Nebraska between 1991 and 1998. Since 2000, Mr.
        Breslow has served on the Board of Directors of Stratus Fund, Inc., a registered
        mutual fund that offers shares in a number of separate investment portfolios.
        Since 2002, Mr. Breslow has also served as a member of the Board of Directors
        of
        EMT Corp., an indirect, wholly-owned subsidiary of Nelnet, Inc., which owns
        and
        manages student loan portfolios.
 
 **John
        Campbell Carruth, 75** **Director
        Since 2004**
 
 *John
        Campbell ("Cam")*  *Carruth* has
        served on the Board since November 2004. Mr. Carruth retired from his position
        as Chairman of the Board, Chief Executive Officer and President of USF
        Corporation in 2000. Mr. Carruth served as Chief Executive Officer and President
        of USF Corporation from June 1991 to July 2000, and as Chairman of the Board
        of
        that company from January 1998 to December 2000. Mr. Carruth was a director
        of
        USF Corporation from December 1991 to December 2000. Mr. Carruth is a past
        President of the Canadian Trucking Association and the Ontario Truck
        Associations, and is a past Director of the American Trucking
        Associations.
 
 **Porter
        J. Hall,
        62** **Director
        Since 2003**
 
 *Porter
        J. Hall* has
        served on the Board since Central's initial public offering in December 2003.
        Mr. Hall ** is
        a
        certified public accountant. Mr. Hall retired from public accounting in August
        2000 after thirty-three years with Arthur Andersen LLP. At the time of his
        retirement, Mr. Hall was managing partner of Arthur Andersen's Salt Lake
        City,
        Utah office. He is an investor in and Chief Executive Officer of MyePhit.com,
        a
        fitness and wellness company.
 
 **Board
        of Directors**
 
 *Meetings
        of the Board.* During
        the year ended December 31, 2005, the Board met on five occasions.
        Each of the directors attended 75% or more of the meetings of the Board and
        the
        meetings held by all of the committees of the Board on which he served. In
        addition, from time to time, the Board acts by written consent to approve
        matters arising between scheduled meetings. The Board acted by written consent
        on five occasions during the year ended December 31, 2005. We encourage the
        members of the Board to attend our Annual Meetings of Stockholders. All five
        of
        our then-current directors attended the 2005 Annual Meeting of
        Stockholders.
  1
  *Director
        Independence.* Central's
        Common Stock is listed on Nasdaq, and therefore we are subject to the listing
        standards, including standards relating to corporate governance, embodied
        in
        applicable rules promulgated by the National Association of Securities Dealers,
        Inc. (the "NASD"). Pursuant to NASD Rule 4350(c)(1), our Board has determined
        that the following directors and nominees are "independent" under NASD Rule
        4200(a)(15): John Breslow, Cam Carruth and Porter J. Hall. In accordance
        with
        NASD Rule 4350(c)(2), our independent directors hold regularly scheduled
        meetings, referred to as "executive sessions," at which only the independent
        directors are present. The independent directors held four such executive
        sessions in 2005. All independent directors were present at each executive
        session.
 
 *Stockholder
        Communications.* The
        Board
        provides a process for stockholders to send written communications to the
        entire
        Board or individual directors. Information concerning the manner in which
        stockholders can send communications to the entire Board or individual directors
        is available on our website, located at http://www.centralfreight.com .
 
 **Committees
        of the Board**
  The
        Board
        has standing Audit, Compensation and Nominating and Corporate Governance
        Committees. The Board does not maintain any other standing committees. The
        table
        below sets forth the current membership of each of the standing committees
        of
        the Board.
  **Name**
              
              **Audit**
                **Committee**
              
              **Compensation**
                **Committee**
              
              **Nominating
                  and Corporate Governance**
                **Committee**John
                  Breslow
              
              x
              
              x
              
              xCam
                  Carruth
              
              x
              
              x
              
              xPorter
                  J. Hall
              
              x
              
              x
              
              x
 
 **The
        Audit Committee**
 
 *Purpose,
        Functions, Composition and Meetings of the Audit Committee.* The
        Audit
        Committee is responsible for the appointment, compensation, retention and
        oversight of the work of any independent public accountants engaged by us
        for
        the purpose of preparing or issuing an audit report or performing other audit
        or
        similar services for us. The Audit Committee meets with our independent public
        accountants to discuss our financial statements and matters related to their
        independence, as well as to ensure that the scope of their activities has
        not
        been restricted and that adequate responses to their recommendations and
        inquiries have been received. The Audit Committee also periodically meets
        with
        management to discuss our financial statements and the adequacy of our internal
        financial controls. In addition, the Audit Committee reviews and approves
        transactions between us and related parties, in the absence of the appointment
        of a special committee for that purpose.
  The
        Audit
        Committee currently is comprised of John Breslow, Cam Carruth and Porter
        J.
        Hall. Mr. Hall serves as the Chairman of the Audit Committee. Each member
        of the
        Audit Committee satisfies the independence and Audit Committee membership
        criteria set forth in NASD Rule 4350(d)(2). Specifically, each member of
        the
        Audit Committee:
  
 ·
              Is
                  independent under NASD Rule 4200(a)(15);·
              Meets
                  the criteria for independence set forth in Rule 10A-3(b)(1) under
                  the
                  Exchange Act;·
              Did
                  not participate in the preparation of the financial statements
                  of Central
                  or any current subsidiary of Central at any time during the past
                  three
                  years; and·
              Is
                  able to read and understand fundamental financial statements, including
                  Central's balance sheet, income statement and cash flow
                  statement
  The
        Audit Committee met six times during 2005. Each
        member of the Audit Committee attended all of the Audit Committee meetings
        during 2005.
  2
  
 *Audit
        Committee Financial Expert.* The
        Board
        has determined that at least one "audit committee financial expert," as defined
        under Item 401(h) of Regulation S-K, currently serves on the Audit Committee.
        The Board has identified Porter J. Hall as an "audit committee financial
        expert." Mr. Hall is independent, as independence for Audit Committee members
        is
        defined under applicable NASD rules.
 
 *Audit
        Committee Charter.* Since
        our initial public offering in December 2003, the Audit Committee has operated
        pursuant to a written charter detailing its powers and duties. In March 2004,
        the Board adopted an Amended and Restated Charter to comply with the
        requirements of NASD Rule 4350(d)(1). A copy the Audit Committee's Amended
        and
        Restated Charter was attached as Appendix A to our definitive proxy statement
        relating to the 2004 Annual Meeting of Stockholders filed with the SEC on
        April 23, 2004. A copy of the charter is available to stockholders on
        our website, located at http://www.centralfreight.com .
 
 **Report
        of the Audit Committee**
 
 *Report
        of the Audit Committee.* In
        performing its duties, the Audit Committee, as required by applicable rules
        and
        regulations promulgated by the SEC, issues a report recommending to the Board
        that our audited financial statements be included in our Annual Report on
        Form 10-K, and certain other matters, including the independence of our
        outside public accountants. The *Report
        of the Audit Committee* ,
        which
        was approved by all members of the Audit Committee in March 2006, is set
        forth
        below.
 
 The
        Report of the Audit Committee shall not be deemed to be incorporated by
        reference into any filing made by us under the Securities Act of 1933 or
        the
        Exchange Act, notwithstanding any general statement contained in any such
        filings incorporating this Form 10-K by reference, except to the extent we
        incorporate such report by specific reference.
 
 **Report
        of the Audit Committee of**
 **Central
        Freight Lines, Inc.**
 
 The
        primary purpose of the Audit Committee is to assist the Board in fulfilling
        its
        oversight responsibilities relating to the quality and integrity of Central's
        financial reports and financial reporting processes and systems of internal
        controls. Central's management has primary responsibility for Central's
        financial statements and the overall reporting process, including maintenance
        of
        Central's system of internal controls. Central retains independent auditors
        who
        are responsible for conducting an independent audit of Central's financial
        statements, in accordance with generally accepted auditing standards, and
        issuing a report thereon. In performing its duties, the Audit Committee has
        discussed Central's financial statements with management and Central's
        independent auditors and, in issuing this report, has relied upon the responses
        and information provided to the Audit Committee by management and the
        independent auditors.
 
 For
        the
        fiscal year ended December 31, 2005, the Audit Committee has:
 
 ·
              Reviewed
                  and discussed the audited financial statements with management
                  and
                  McGladrey & Pullen, LLP, Central's independent
                  auditors;·
              Discussed
                  with the auditors the matters required to be disclosed by Statement
                  on
                  Auditing Standards No. 61, as amended, "Communication with Audit
                  Committees or Others with Equivalent Authority and Responsibility";
                  and·
              Received
                  the written disclosures and the letter from the independent auditors
                  required by Independence Standards Board Statement No. 1, as amended,
                  "Independence Discussions with Audit Committees," and discussed
                  with the
                  independent auditors the independent auditors'
                  independence.
 
  3
  Based
        on
        the foregoing reviews and meetings, the Audit Committee recommended to the
        Board
        that the audited financial statements be included in the Annual Report on
        Form
        10-K for the year ended December 31, 2005, for filing with the SEC.
 
 Audit
        Committee
 
 Porter
        J.
        Hall, Chairman
 John
        Breslow, Member
 John
        Campbell Carruth, Member
 
 **The
        Compensation Committee**
 
 The
        Compensation Committee currently is comprised of John Breslow, Cam Carruth
        and
        Porter J. Hall, with Mr. Breslow as Chairman. The Compensation Committee
        met
        once during 2005. The Compensation Committee reviews all aspects of executive
        compensation, including salary, bonus and equity compensation of the Chief
        Executive Officer and other executive officers, and makes recommendations
        on
        such matters to the Board. The Compensation Committee also reviews and approves
        stock options granted to other officers and employees.
 
 **The
        Nominating and Corporate Governance Committee**
 
 *Purpose,
        Composition and Meetings of the Nominating and Corporate Governance Committee.* In
        March
        2004, the Board established a Nominating and Corporate Governance Committee.
        The
        Nominating and Corporate Governance Committee currently is comprised of John
        Breslow, Cam Carruth and Porter J. Hall, with Mr. Carruth serving as Chairman.
        The Nominating and Corporate Governance Committee met once during 2005. The
        duties of the Nominating and Corporate Governance Committee include, among
        other
        things, recommending to the Board potential candidates for election to the
        Board
        and making recommendations to the Board concerning issues related to corporate
        governance. All current members of the Nominating and Governance Committee
        are
        independent, as independence for nominating committee members is defined
        under
        applicable NASD rules.
 
 The
        Nominating and Corporate Governance Committee met in March 2006 and recommended
        that the Board nominate Robert V. Fasso, John Breslow, Cam Carruth and Porter
        J.
        Hall for election as directors. Each nominee for election as a director is
        an
        executive officer, standing for reelection, or both.
 
 *Nominating
        and Governance Committee Charter.* A
        written charter for the Nominating and Governance Committee was adopted in
        March
        2004. A copy of the charter is available to stockholders on our website,
        located
        at http://www.centralfreight.com .
 
 *Process
        for Identifying and Evaluating Director Nominees.* Director
        nominees are chosen by the entire Board, after considering the recommendations
        of the Nominating and Corporate Governance Committee. As a matter of course,
        the
        members of the Nominating and Corporate Governance Committee review the
        qualifications of various persons to determine whether they might be candidates
        for consideration for membership on the Board. The Nominating and Corporate
        Governance Committee also accepts recommendations of director candidates
        from
        our executive officers, advisors and stockholders. The Nominating and Corporate
        Governance Committee will review all candidate recommendations, including
        those
        properly submitted by stockholders, in accordance with the mandate contained
        in
        its charter. This will include a review of the person's judgment, integrity,
        experience, independence, knowledge of our industry or other industries related
        to our business and such other factors as the Nominating and Corporate
        Governance Committee determines are relevant in light of our needs and the
        needs
        of the Board. With regard to specific qualities and skills, the Nominating
        and
        Corporate Governance Committee believes it necessary that: (i) at least a
        majority of the members of the Board qualify as "independent" under NASD
        Rule
        4200(a)(15); (ii) at least three members of the Board satisfy the audit
        committee membership criteria specified in NASD Rule 4350(d)(2); and (iii)
        at
        least one member of the Board eligible to serve on the Audit Committee has
        sufficient knowledge, experience and training concerning accounting and
        financial matters so as to qualify as an "audit committee financial expert"
        within the meaning of Item 401(h) of Regulation S-K. We do not pay a fee
        to any
        third party to identify or evaluate or assist in identifying or evaluating
        potential nominees.
  4
  *Consideration
        of Director Candidates Recommended by Stockholders.* In March
        2004, a written charter for the Nominating and Corporate Governance Committee
        was adopted. Under this charter, the Nominating and Corporate Governance
        Committee will consider director candidates recommended by stockholders,
        provided that the following procedural requirements are satisfied. Candidate
        recommendations should be mailed via certified mail, return receipt requested,
        and addressed to the Nominating and Corporate Governance Committee, Central
        Freight Lines, Inc., c/o Jeff Hale - Senior Vice President and Chief Financial
        Officer, 15333 North Pima Road, Suite 230, Scottsdale, Arizona 85260. In
        order
        to be considered, a stockholder recommendation must: (i) be received at least
        90
        days prior to the Annual Meeting of Stockholders (or 120 days prior to the
        first
        anniversary of the date of the prior year's annual meeting; (ii) contain
        sufficient background information, such as a resume and references, to enable
        the Committee to make a proper judgment regarding his or her qualifications;
        (iii) be accompanied by a signed consent of the proposed nominee to serve
        as a
        director if elected; (iv) state the name and address of the person submitting
        the recommendation and the number of shares of our Common Stock owned of
        record
        or beneficially by such person; and (v) if submitted by a beneficial
        stockholder, be accompanied by evidence, such as a recent brokerage statement,
        that the person making the recommendation beneficially owns shares of our
        Common
        Stock.
 
 **The
        Special Committee**
 
 On
        September 6, 2005, the Board created the Special Committee to consider the
        pursuit of a going private transaction or other strategic alternative with
        Mr. Moyes
        or
        others. Cam Carruth and Porter J. Hall served as members of the Special
        Committee, with Mr. Carruth as Chairman. The Special Committee has met a
        total
        of seven times, with four meetings in 2005 and three meetings in 2006 year
        to
        date.
 
 **Executive
        Officers of Central**
 
 The
        table
        below sets forth, as of March 31, 2006, certain information regarding our
        executive officers.
 
 **Name**
              
              **Age**
              
              **Position**Robert
                  V. Fasso
              
              52
              
              Chief
                  Executive Officer and PresidentWalter
                  D. Ainsworth
              
              53
              
              Executive
                  Vice PresidentJeffrey
                  A. Hale
              
              46
              
              Senior
                  Vice President and Chief Financial OfficerRichard
                  Stolz
              
              52
              
              Senior
                  Vice President - Sales and
                  Marketing
 
 *Walter
        D. Ainsworth* has
        served as our Executive Vice President since July 2004. Mr. Ainsworth served
        as
        President of USF Corporation's Eastern Carrier Group from January 2004 to
        July
        2004. Mr. Ainsworth previously served as the President and Chief Executive
        Officer of USF Dugan from August 2000 to July 2004, and as the Senior Vice
        President of Operations of USF Reddaway from September 1999 to August 2000.
        Mr.
        Ainsworth has over 30 years of experience in the LTL industry.
 
 *Jeffrey
        A. Hale* has
        served as our Senior Vice President and Chief Financial Officer since August
        2003. He previously served Central as Vice President - Finance and Chief
        Financial Officer from June 2002 to August 2003. Prior to joining us, Mr.
        Hale
        served as Vice President - Finance and Chief Financial Officer of USF Bestway,
        Inc., a subsidiary of USF Corporation, from April 1989 to June 2002. Mr.
        Hale
        has over 20 years of experience in the LTL industry.
 
 *Richard
        Stolz* has
        served as our Senior Vice President - Sales and Marketing since March 2005.
        He
        previously served as a software consultant to the transportation industry
        from
        January 2003 to March 2005, as Vice -President of Business Development for
        Maersk Data from April 2001 to October 2002 and as Vice-President Sales and
        Marketing for Route Master from May 2000 until April 2001.
 
 See
        "Information on Members of the Board of Directors" above for information
        concerning the business experience of Robert V. Fasso.
  5
  
 **Code
        of Conduct and Ethics**
 
 In
        2004,
        the Board adopted a Code of Conduct and Ethics that applies to all of our
        directors, officers and employees. The Code of Conduct and Ethics includes
        provisions applicable to our principal executive officer, principal financial
        officer, principal accounting officer or controller and persons performing
        similar functions that constitute a "code of ethics" within the meaning of
        Item
        406(b) of Regulation S-K. A copy of the Code of Conduct and Ethics is available
        to stockholders on our website, located at http://www.centralfreight.com .
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section
        16(a) of the Exchange Act requires our directors and executive officers and
        persons who own more than 10% of a registered class of our equity securities,
        to
        file with the SEC and Nasdaq reports of ownership and changes in ownership
        of
        Common Stock and other equity securities. Officers, directors and greater
        than
        10% beneficial owners are required by SEC regulations to furnish us with
        copies
        of all Section 16(a) forms they file. Based solely upon a review of the copies
        of such forms furnished to us, we believe that our officers, directors and
        greater than 10% beneficial owners complied with all Section 16(a) filing
        requirements applicable to them during our preceding fiscal year. We post
        copies
        of Section 16(a) forms our directors and executive officers file with the
        SEC on
        our website at http://www.centralfreight.com .
 
 **Item
        11.**   **Executive
        Compensation**
 
 **Summary
        Compensation Table**
 
 The
        following table sets forth information concerning the annual and long-term
        compensation for services rendered in all capacities to Central during each
        of
        the three fiscal years ended December 31, 2005, 2004 and 2003, of
        those persons who were (i) our Chief Executive Officer at
        December 31, 2005 and (ii) our three other executive officers at
        December 31, 2005 (collectively, the "Named Executive
        Officers").
  **Annual
                  Compensation**
              
              **Long-term
                  Compensation****Awards**
              
              **Payouts****Name
                  and**
                **Principal
                  Position**
              **Year**
              **Salary**
                **($)****(1)**
              **Bonus**
                **($)**
              **Other
                  Annual Compensation**
                **($)**
              
              **Restricted
                  Stock Award(s)**
                **($)**
              **Securities
                  Underlying Options**
                **(#)**
              
              **LTIP**
                **Payouts**
              **All
                  Other Compensation**
                **($)****(2)**Robert
                  V. Fasso
                President
                  and Chief Executive Officer
              2005
                2004
                2003
              350,000
                362,382
                348,077
              --
                --
                126,000(3)
              --
                --
                2,686,706(4)
              
              --
                --
                --
              --
                --
                --
              
              --
                --
                --
              19,411
                14,708
                12,973Walter
                  D. Ainsworth(5)
                Executive
                  Vice President
              2005
                2004
                2003
              300,000
                132,393
                --
              --
                240,000(6)
                --
              --
                --
                --
              
              --
                --
                --
              --
                150,000
                --
              
              --
                --
                --
              20,312
                58,257
                --Jeffrey
                  A. Hale
                Senior
                  Vice President and Chief Financial Officer
              2005
                2004
                2003
              215,379
                180,652
                172,115
              --
                --
                50,000(3)
              --
                --
                --
              
              --
                --
                --
              --
                --
                --
              
              --
                --
                --
              14,152
                13,533
                11,625Richard
                  Stolz(7)
                Senior
                  Vice President- Sales and Marketing
              2005
                2004
                2003
              203,077
                --
                --
              --
                --
                --
              --
                --
                --
              
              --
                --
                --
              100,000
                --
                --
              
              --
                --
                --
              16,186
                --
                --
 
 (1)  Includes
        amounts deferred pursuant to our 401(k) plan. Due to timing, salary payments
        in
        2004 included one additional payroll amount.
  6
  (2)  Consists
        of: (a) excess life insurance paid for Mr. Fasso ($828 in 2005, $6,951 in
        2004
        and $690 in 2003), Mr. Ainsworth ($828 in 2005), Mr. Hale ($540 in 2005,
        $254 in
        2004 and $254 in 2003), and Mr. Stolz ($1,290 in 2005); (b) personal use
        of a
        company car for Mr. Fasso ($5,833 in 2005, $6,677 in 2004 and $6,113 in 2003),
        Mr. Ainsworth ($8,266 in 2005 and $2,120 in 2004), Mr. Hale ($12,022 in 2005,
        $12,199 in 2004 and $10,576 in 2003), and Mr. Stolz ($2,561 in 2005), (c)
        moving
        costs for Mr. Ainsworth ($8,708 in 2005 and $55,837 in 2004) and Mr. Stolz
        ($12,335 in 2005) and (d) other insurance premiums paid for Mr. Fasso ($12,750
        in 2005, $1,080 in 2004 and $6,170 in 2003), Mr. Ainsworth ($2,510 in 2005
        and
        $300 in 2004), and Mr. Hale ($1,590 in 2005, $1,080 in 2004 and $795 in
        2003).
  (3)  Consists
        of bonuses earned in 2003 and paid in 2004.
 
 (4)  Consists
        of ordinary income recognized in 2003 by Mr. Fasso under federal income tax
        guidelines upon exercise of vested incentive stock options. No cash was received
        by Mr. Fasso. The stock options were granted to Mr. Fasso in 2002 pursuant
        to
        our Incentive Stock Plan.
 
 (5)  Mr.
        Ainsworth was hired in July 2004, and amounts included in the table above
        for
        2004 are for July to December of that year.
 
 (6)  Consists
        of a bonus earned in 2004, one half of which was paid in 2004 and one half
        of
        which was paid in January 2005.
 
 (7)  Mr.
        Stolz
        was hired in March 2005, and amounts included in the table above for 2005
        are
        for March to December of that year.
 
 **Option
        Grants in Last Fiscal Year**
  The
        following table sets forth stock options granted to Named Executive Officers
        in
        the fiscal year ended December 31, 2005:
 
 **Option
        Grants in 2005**
  Individual
                  Grants****
              ****
              **Number
                  of Securities Underlying Options**
              ****
              **Percent
                of Total Options Granted to Employees**
              ****
              **Exercise
                price**
              ****
              **Expiration**
              ****
              **Potential
                Realizable Value at Assumed Annual Rates of Stock Price Appreciation
                for
                Option Term (3)****Name**
              ****
              **Granted
                (#) (1)**
              ****
              **in
                Fiscal Year (2)**
              ****
              **($/Sh)**
              ****
              **Date**
              ****
              **5%($)**
              ****
              **10%($)**Robert
                  V. Fasso
              
              0
              
              —
              
              —
              
              —
              
              —
              
              —Walter
                  D. Ainsworth
              
              0
              
              —
              
              —
              
              —
              
              —
              
              —Jeffrey
                  A. Hale
              
              0
              
              —
              
              —
              
              —
              
              —
              
              —Richard
                  Stolz
              
              100,000
              
              34.2%
              
              $
                  2.61
              
              04/06/2015
              
              $
                  164,141
              
              $ 415,967
 
 (1)  Each
        option represents the right to purchase one share of Common Stock under our
        incentive stock plan.
 
 (2)  During
        2005, we granted employees options to purchase an aggregate of 292,500 shares
        of
        Common Stock..
 
 (3)  We
        show
        the potential realizable values net of the options' exercise price, but before
        the payment of taxes associated with exercise. Potential realizable values
        are
        based on a fair market value at the date of grant of $2.61 per share for
        the
        underlying Common Stock. The potential realizable values represent hypothetical
        gains if the holders exercised their options at the end of the option term.
        The
        SEC's rules provide the assumed 5% and 10% annual rates of stock price
        appreciation and measure the appreciation from the grant date.
  7
  Except
        as
        set forth above, no stock options or stock appreciation rights (SARs) were
        granted during the 2005 fiscal year to any of the Named Executive
        Officers.
 **Aggregated
        Options Exercises in Last Fiscal Year and Fiscal Year-End Option Value
        Table**
 
 The
        table
        below sets forth information with respect to the exercise of stock options
        during the fiscal year ended December 31, 2005, by the Named Executive Officers.
 
 **Aggregated
        Option Exercises in Last Fiscal Year and Fiscal Year-End Option
        Values**
  ****
              **Shares
                Acquired on Exercise**
              ****
              **Value**
              ****
              **Number
                  of Securities**
                **Underlying
                  Unexercised**
                **Options
                  at FY-End (#)**
              ****
              **Value
                  of Unexercised**
                **In-the-Money**
                **Options
                  at FY-End ($)(1)****Name**
              ****
              **(#)**
              ****
              **Realized
                ($)**
              ****
              **Exercisable**
              ****
              **Unexercisable**
              ****
              **Exercisable**
              ****
              **Unexercisable**Robert
                  V. Fasso
              
              —
              
              —
              
              252,000
              
              252,000
              
              $108,360
              
              $108,360Walter
                  D. Ainsworth
              
              —
              
              —
              
              150,000
              
              0
              
              0
              
              0Jeffrey
                  A. Hale
              
              —
              
              —
              
              60,000
              
              40,000
              
              25,800
              
              17,200Richard
                  Stolz
              
              —
              
              —
              
              100,000
              
              0
              
              0
              
              0
 
 (1)
              Based
                  on the $1.78 per share closing price of our Common Stock on December
                  30,
                  2005.
 
 **Employment
        Agreements**
 
 On
        January 7, 2002, we entered into an employment agreement with Robert V.
        Fasso. Mr. Fasso's agreement provides for (a) an annual salary of
        $325,000, which may be increased by merit raises in an amount to be determined
        annually by the Board and (b) the grant of options to purchase 1,260,000
        shares of our stock for $1.35 per share, exercisable for 10 years. Options
        for
        630,000 shares vested immediately upon execution of the employment agreement,
        options for 126,000 shares vested on January 7 in each of 2003, 2004, 2005
        and 2006 and options for the remaining 126,000 shares will vest on
        January 7, 2007. On November 17, 2003, Mr. Fasso exercised
        options to acquire 400,000 shares, and on December 5, 2003, Mr. Fasso
        exercised options to acquire 356,000 additional shares. In addition,
        Mr. Fasso was allowed to purchase 10% of the membership interests of
        Southwest Premier for $2.0 million. The purchase price was paid through
        delivery of a promissory note payable to Southwest Premier that matures on
        January 30, 2007. On February 6, 2003, the Board approved an increase
        in Mr. Fasso's salary to $350,000. He is eligible for a bonus of up to
        $360,000 based on our operating ratio. The actual bonus paid in a given year
        will range from zero, if our annual operating ratio exceeds 95%, to the full
        $360,000, if our annual operating ratio is at or below 90%. The employment
        agreement also requires us to pay the insurance premiums for a $5.0 million
        term
        life insurance policy and a $500,000 whole life insurance policy under which
        Mr. Fasso's family members are the beneficiaries. Mr. Fasso may be
        terminated at any time upon payment of two years' salary at the then current
        level. He will not be entitled to receive such payment if he voluntarily
        terminates his employment.
 
 In
        June 2002, we hired Jeffrey A. Hale as our Vice President - Finance and
        Chief Financial Officer. We agreed to pay Mr. Hale an annual salary of
        $150,000 and agreed to grant him options to acquire 100,000 shares of Common
        Stock at the fair market value of the stock on the grant date. We also agreed
        that Mr. Hale would be eligible to participate in our executive bonus
        program. In September 2003, Mr. Hale became our Senior Vice President
        and Chief Financial Officer. In March 2005, Mr. Hale's annual salary
        was increased to $225,000. Mr. Hale may be terminated at any time upon
        payment of one year's salary at the then current level. He will not be entitled
        to receive such payment if he voluntarily terminates his employment or is
        terminated for cause.
 
 In
        July
        2004, we hired Walter D. Ainsworth as our Executive Vice President. We agreed
        to
        pay Mr. Ainsworth an annual salary of $300,000 and agreed to grant him
        options to acquire 150,000 shares of Common Stock at the fair market value
        of
        the stock on the grant date. We also agreed that Mr. Ainsworth would be
        eligible for a bonus of up to 100 percent of his base salary based on our
        operating ratio. The actual bonus paid in a given year will range from zero,
        if
        operating ratio exceeds 95%, to 100 percent of salary, if our operating ratio
        for the year is below 90%. Mr. Ainsworth may be terminated at any time upon
        payment of one year's salary at the then current level. He will not be entitled
        to receive such payment if he voluntarily terminates his employment or is
        terminated for cause.
  8
  
 In
        March
        2005, we hired Richard Stolz as our Senior Vice President - Sales and Marketing.
        We agreed to pay Mr. Stolz an annual salary of $240,000 and agreed to grant
        him
        options to acquire 100,000 shares of Common Stock at the fair market value
        of
        the stock on the grant date. We also agreed that Mr. Stolz would be
        eligible to participate in its executive bonus program. Mr. Stolz may be
        terminated at any time upon payment of one year's salary at the then current
        level. He will not be entitled to receive such payment if he voluntarily
        terminates his employment or is terminated for cause.
 
 **Executive
        Bonus Program**
 
 We
        have
        established an executive bonus program for certain of our executive officers,
        other than Mr. Fasso and Mr. Ainsworth, and other key employees.
        Bonuses in this program are determined by reference to our fiscal year operating
        ratio. Participants may receive bonuses ranging from zero, if our operating
        ratio for the year exceeds 95%, to fifty percent of salary, if our operating
        ratio for the year is at or below 90%. No bonuses were awarded to our executive
        officers under this program for 2005.
 
 **Incentive
        Stock Plan**
 
 We
        have
        an incentive stock plan. The key terms of the incentive stock plan are as
        follows:
 
 ·
              We
                  can grant incentive stock options, non-qualified stock options,
                  bonus
                  stock, reload options or any other stock-based award to employees,
                  officers, directors, consultants and any other person determined
                  by the
                  Board to have performed services for or on behalf of Central which
                  merit
                  the grant of an award.·
              We
                  reserved 5,000,000 shares of Common Stock for issuance under the
                  plan and
                  have outstanding options covering 1,426,953 of those shares as
                  of
                  March 31, 2006.·
              Our
                  Board or its designated committee administers the plan and makes
                  all
                  grants thereunder.·
              Options
                  that are canceled, forfeited, expire, or are tendered for tax withholding
                  or to pay the exercise price become available again for use under
                  the
                  plan.
 
 **401(k)
        Profit Sharing Plan**
 
 We
        maintain a defined contribution retirement plan, which includes a 401(k)
        option.
        All employees age 21 or older are eligible to participate after ninety days
        of service and generally may contribute up to 20% of their annual compensation
        to the plan. These participant contributions vest immediately. Employees
        are
        eligible for matching contributions after one year of service. Our contributions
        to the plan each year are made at the discretion of our Board. Currently,
        our
        matching contributions are between 50% and 100% of a participant's pre-tax
        contributions, depending on Central's performance, up to a maximum of 5%
        of the
        participant's compensation. Matching contributions vest 40% upon completion
        of
        two years of service, with an additional 20% vesting each year thereafter
        through the fifth year of service.
  **Employee
        Stock Purchase Plan**
 
 We
        maintain an employee stock purchase plan. Generally, all of our employees
        who
        work at least twenty hours a week and more than five months in a calendar
        year
        are eligible to participate in the plan. An employee is ineligible to
        participate, however, if immediately after such grant, such employee would
        own
        stock possessing 5% or more of the total combined voting power or value of
        our
        Common Stock. The plan permits eligible employees to purchase shares of our
        Common Stock through payroll deductions. Participation periods are six months
        in
        length. In general, for each participation period, eligible employees are
        allowed to elect to purchase full shares through payroll deductions of up
        to 15%
        of compensation, but in no event is the participant's right to purchase shares
        of Common Stock allowed to accrue at a rate that exceeds $25,000 of fair
        market
        value of Common Stock in a calendar year. Further, a participant is not allowed
        to purchase more than 2,500 shares of Common Stock in any six-month
        participation period. The purchase price a participant pays for the shares
        is
        equal to 90% of the market closing price of the Common Stock on the first
        business day or the last business day of each participation period, whichever
        is
  9
 lower.
        If
        a participant dies, retires or otherwise terminates employment, the
        participant's accumulated payroll deductions as of the date of death, retirement
        or other termination is refunded.
 
 **Compensation
        Committee Interlocks and Insider Participation**
 
 The
        Compensation Committee is currently comprised of John Breslow, Cam Carruth
        and
        Porter J. Hall. No current member of the Compensation Committee is or has
        been
        an officer or employee of Central. There are no interlocking relationships
        between Central's executive officers and directors and other entities that
        might
        affect the compensation of Central's executive officers. See "Certain
        Relationships and Related Transactions" below, for a description of certain
        transactions between us and our other directors, executiv e
        officers, or their affiliates.
 
 **Compensation
        Committee Report on Executive Compensation**
 
 The
        Compensation Committee Report on Executive Compensation that follows shall
        not
        be deemed to be incorporated by
        reference into any filing made by us under the Securities Act of 1933 or
        the
        Exchange Act, notwithstanding any general statement contained in any such
        filings incorporating this Form 10-K by reference, except to the extent we
        incorporate such report by specific reference.
 
 The
        Compensation Committee of the Board approved the following Report on Executive
        Compensation in March 2006:
 
 **Compensation
        Committee Report on Executive Compensation**
 
 The
        Compensation Committee administers Central's executive compensation program
        and
        is responsible for establishing the policies that govern base salary, as
        well as
        short and long-term incentives for Central's senior management team. The
        Compensation Committee believes that the primary objectives of Central's
        compensation policies are to attract and retain a management team that can
        implement and execute Central's strategic business plan. These compensation
        policies include (i) an overall management compensation program that is
        competitive with management compensation programs at companies of similar
        sizes
        and lines of business, (ii) short-term bonus incentives, which may be put
        in place, for management to meet Central's performance and strategic goals
        and
        (iii) long-term incentive compensation in the form of equity awards, such
        as stock options or restricted stock grants, which will encourage management
        to
        focus on stockholder return.
 
 The
        Compensation Committee's goal is to use compensation policies to align the
        interests of management with the interests of stockholders in building value
        for
        Central's stockholders. The Compensation Committee reviews its compensation
        policies from time to time in order to determine the reasonableness of Central's
        compensation programs and to take into account factors that are unique to
        Central.
 
 *Base
        Salary* .
        Central's Chief Executive Officer and President has a written employment
        agreement that governs his base salary. In addition, Central hired its Senior
        Vice President - Sales and Marketing in 2005 pursuant to a written offer
        of
        employment that fixed his starting salary in 2005. Within the context of
        these
        agreements, the Compensation Committee annually reviews the Chief Executive
        Officer and President's base salary and consults on the base compensation
        of the
        Executive Vice President and each Senior Vice President. The Compensation
        Committee intends to compensate Central's senior management team, including
        the
        Chief Executive Officer and President, fairly and competitively within the
        trucking industry.
 
 *Incentive
        Bonus* .
        During
        fiscal year 2005, members of Central's senior management team were eligible
        for
        a target annual incentive bonus, generally calculated as a percentage of
        each
        officer's base salary. Central's Chief Executive Officer and President and
        Central's Executive Vice President were eligible for such bonuses under the
        terms of their employment agreements, while other members of the senior
        management team were eligible for such bonuses under the terms of Central's
        executive bonus program. These bonuses provide the executive group with direct
        cash incentives to achieve corporate financial goals. Bonuses were determined
        by
        reference to
  10
 
 Central's
          fiscal year operating ratio. Central's Chief Executive Officer and President
          were eligible to receive bonuses ranging from zero, if the operating ratio
          exceeded 95%, to $360,000, if the operating ratio was at or below 90%.
          Central's
          Executive Vice President was eligible to receive a bonus ranging from zero,
          if
          the operating ratio exceeded 95%, to 100 percent of salary, if the operating
          ratio was at or below 90%. Other members of senior management were eligible
          to
          receive bonuses ranging from zero, if the operating ratio exceeded 95%,
          to fifty
          percent of salary, if the operating ratio was at or below 90%.
 
 The
          determination of Central's operating ratio was measured objectively. Because
          Central's operating ratio in 2005 exceeded 95%, no incentive bonuses were
          awarded to members of the senior management team for
          2005.
 
 *Equity
        Awards.* The
        Compensation Committee may award stock options to the members of the senior
        management team to enhance the link between executive pay and stockholder
        value.
        Awards are made pursuant to Central's Incentive Stock Plan. Under the Incentive
        Stock Plan, the Compensation Committee also has the ability to award other
        equity-based incentives such as stock appreciation rights or restricted stock,
        but has not done so to date. The Compensation Committee is responsible for
        determining who should receive stock option grants, when the grants should
        be
        made, the exercise price per share and the number of shares to be granted.
        To
        date, stock options have been granted at an option price set at fair market
        value of Central's common stock on the date of grant. As such, stock options
        have value only if the stock price appreciates following the date the options
        are granted. The stock options reflected in the Summary Compensation Table
        are
        generally subject to a 60-month vesting period. This approach encourages
        the
        creation of stockholder value over the long term. The stock options awarded
        to
        the senior management team in fiscal year 2005 were based on the need to
        attract
        senior executives and reflected prior option grants made in connection with
        the
        hiring of other senior executives.
 
 *Compensation
        of Chief Executive Officer* .
        In
        2005, Central's Chief Executive Officer and President, Robert V. Fasso, received
        salary compensation of $350,000. Mr. Fasso's base salary for 2005 was
        unchanged from his base salary in 2004. In 2005, Mr. Fasso did not receive
        any options, due to the prior grant to him of options to purchase 1,260,000
        shares of the Company's Common Stock on January 7, 2002 in connection with
        his hiring. The compensation for Mr. Fasso was based upon the Compensation
        Committee's analysis of other comparable public companies' chief executive
        officer's compensation and the performance of Central, including revenue
        performance, cost controls and profitability.
 
 The
        Compensation Committee believes that the annual salaries and other compensation
        of Central's Chief Executive Officer and President and other members of the
        senior management team are reasonable compared to similarly situated executives
        of other less-than-truckload and truckload motor carriers.
 
 Compensation
        Committee
 
 John
        Breslow, Chairman
 John
        Campbell Carruth, Member
 Porter
        J.
        Hall, Member
 
 
 
  11
  **Stock
        Performance Graph**
 
 The
        following graph compares the cumulative total stockholder return of our Common
        Stock with the cumulative total stockholder return of the Nasdaq Stock Market
        (U.S. Companies) and the Nasdaq Trucking & Transportation Stocks in the
        period between December 12, 2003, the date on which public trading of our
        Common Stock began, and December 31, 2005.
 
 
 Prepared
        by CRSP ( www.crsp.uchicago.edu ),
        Center
        for Research in Security Prices, Graduate School of Business, The University
        of
        Chicago. Used with permission. All rights reserved.
 
 The
        stock
        performance graph assumes $100 was invested on December 12, 2003. There can
        be no assurance that Central's stock performance will continue into the future
        with the same or similar trends depicted in the graph above. Central will
        not
        make or endorse any predictions as to future stock performance. The CRSP
        Index
        for Nasdaq Trucking & Transportation Stocks includes all publicly held
        less-than-truckload motor carriers traded on the Nasdaq Stock Market, as
        well as
        all other Nasdaq companies within the Standard Industrial Code Classifications
        3700-3799, 4200-4299, 4400-4599 and 4700-4799 US & Foreign. Central will
        provide the names of all companies in such index upon request.
  12
  **Director
        Compensation**
 
 In
        2005,
        directors who were not 10% stockholders, officers, or employees ("Outside
        Directors") received an annual retainer of $20,000, plus (a) $1,500 for
        each meeting of the Board they attend in person, (b) $1,500 for each
        meeting of a Board committee they attend in person, if such meeting is not
        on
        the same day as a meeting of the full Board, (c) $750 for each meeting of a
        Board committee they attend in person, if such meeting is on the same day
        as a
        meeting of the full Board and (d) $750 for each telephonic meeting of the
        Board or a Board committee they attend. In addition, the Chairman of the
        Audit
        Committee received an annual retainer of $20,000, the Chairman of the
        Compensation Committee received an annual retainer of $1,500, the Chairman
        of
        the Nominating and Corporate Governance Committee received an annual retainer
        of
        $1,500 and the Chairman of the Board received an annual retainer of $20,000.
        In
        January 2006, our Board also agreed to pay $30,000 to the Chairman of the
        Special Committee in recognition of the time and effort expended in evaluating
        the Merger and negotiating the Merger Agreement. We also reimburse directors
        for
        travel and other related expenses incurred in attending a meeting.
 
 On
        December 11, 2003, we granted to each of John Breslow and Porter J. Hall
        options to purchase 20,000 shares of our Common Stock at $15.00 per share.
        On
        November 5, 2004, we granted to Cam Carruth options to purchase 20,000
        shares of our Common Stock at $5.82 per share. These options originally vested
        at the rate of 1,000 shares per meeting attended. On June 16, 2005, the
        Compensation Committee and the Board approved the acceleration of vesting
        of
        substantially all stock options outstanding under our Incentive Stock Plan
        that
        had exercise prices per share higher than the closing price of our Common
        Stock
        on June 16, 2005, which was $2.49. The options that were accelerated
        included all options held by our directors.
 
 Directors
        who are employees or 10% stockholders do not receive compensation for Board
        or
        committee service. We do, however, reimburse them for travel and other related
        expenses.
 
 In
        our
        Articles of Incorporation, we have agreed to indemnify our officers and
        directors against liabilities they may incur while serving in such capacities
        to
        the fullest extent allowed by Nevada law. Further, in March 2005, we
        entered into separate indemnification agreements with each of our directors.
        Under the indemnification provision of our Articles of Incorporation and
        these
        indemnification agreements, we are generally required to indemnify each of
        our
        directors and officers against any reasonable expenses actually incurred
        in the
        defense of any action, suit or proceeding, to which the director or officer
        is a
        party by reason of his or her service to Central. We will also advance expenses
        incurred by a director or officer in defending such an action, suit or
        proceeding if that director or officer first agrees to repay those advances
        if:
        (i) a court establishes that his or her acts or omissions involved
        intentional misconduct, fraud or a knowing violation of law; and (ii) such
        acts were material to the cause of action. In addition, we maintain insurance
        for directors and officers for liability they may incur as a result of service
        to Central.
 
  13
  **Item
        12.**  **Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters**
 
 **Security
        Ownership of Certain Beneficial Owners and Management**
 
 The
        following table sets forth, as of March 31, 2006, the number and percentage
        of outstanding shares of our Common Stock beneficially owned by each person
        known by us to beneficially own more than 5% of such stock, by each director
        and
        Named Executive Officer and by all directors and executive officers of Central
        as a group. According to Central's transfer agent, Central had outstanding
        18,291,032 shares of Common Stock as of March 31, 2006.
 
 **Name
                  and Address of Beneficial Owner****(1)**
              
              **Amount
                  and Nature of Beneficial Ownership****(2)**
              
              **Percent
                  of Class****(2)**Jerry
                  and Vickie Moyes(3)
              
              5,766,351
              
              31.5%Contrarian
                  Capital Management, L.L.C.(4)
              
              1,282,128
              
              7.0%Robert
                  V. Fasso(5)
              
              1,134,000
              
              6.1%John
                  Breslow(6)
              
              83,000
              
              *John
                  Campbell Carruth(7)
              
              30,000
              
              *Porter
                  J. Hall(8)
              
              20,000
              
              *Walter
                  D. Ainsworth(9)
              
              150,000
              
              *Jeffrey
                  A. Hale(10)
              
              60,000
              
              *Richard
                  Stolz(11)
              
              100,000
              
              *All
                  directors and executive officers as a group (7 persons)
              
              1,577,000
              
              8.3%
  
 *Less
        than one percent.
 
 (1)  Unless
        otherwise indicated, the business address of the persons named in the above
        table is care of Central Freight Lines, Inc., 5601 West Waco Drive, Waco,
        Texas
        76710.
 
 (2)  For
        purposes of this table, a person or group of persons is deemed to have
        "beneficial ownership" of any shares which such person has the right to acquire
        within sixty days. For purposes of computing the percentage of outstanding
        shares held by each person or group of persons named above, any security
        which
        such person or group of persons has the right to acquire within sixty days
        is
        deemed to be outstanding for the purpose of computing the percentage ownership
        for such person or persons, but is not deemed to be outstanding for the purpose
        of computing the percentage ownership of any other person. As a result, the
        denominator used in calculating the beneficial ownership among our stockholders
        may differ, but are not deemed outstanding for purposes of computing the
        percentage ownership of any other person.
 
 (3)  Includes
        12,000 shares beneficially owned under options that are currently exercisable
        or
        will become exercisable within sixty days. Of the shares attributed to Jerry
        Moyes, 1,046,002 are held by Jerry and Vickie Moyes as trustees of the Jerry
        and
        Vickie Moyes Family Trust (the "Moyes Family Trust"), 4,708,348 are held
        by
        Gerald F. Ehrlich as trustee of the Moyes Children's Trust (the "Moyes
        Children's Trust") and 12,001 shares (including 12,000 shares under option)
        are
        held by Mr. Moyes individually. Mr. Ehrlich has sole voting and investment
        power
        for the Moyes Children's Trust. Mr. Moyes disclaims beneficial ownership
        of the
        shares held by Mr. Ehrlich as trustee of the Moyes Children's Trust. The
        business address of Mr. Moyes, Mrs. Moyes and the Family Trust is care of
        Swift
        Aviation Group, Inc., 22710 E. Old Tower Road, Phoenix, AZ 85034. The business
        address of the Children's Trust is 4001 North Third St., Suite 400, Phoenix,
        AZ
        85012.
 
 (4)  As
        reported on Schedule 13G filed with the SEC on March 6, 2006. The business
        address of Contrarian Capital Management, L.L.C., as reported in such Schedule
        13G, is 411 West Putnam Avenue, Suite 225, Greenwich, CT 06830.
  14
  (5)  Includes
        378,000 shares beneficially owned under options that are currently exercisable
        or will become exercisable within sixty days. Mr. Fasso's business telephone
        number is (480) 361-5295.
 
 (6)  Includes
        (a) 50,000 shares held by Linweld, Inc. and (b) 20,000 shares beneficially
        owned
        under options that are currently exercisable or will become exercisable within
        sixty days. The business address of Mr. Breslow is 2900 South 70th Street,
        Suite
        400, Lincoln, NE 68506.
 
 (7)  Includes
        20,000 shares beneficially owned under options that are currently exercisable
        or
        will become exercisable within sixty days. The business address of Mr. Carruth
        is 316 Rivershire Court, Lincolnshire, IL 60069.
 
 (8)  Includes
        20,000 shares beneficially owned under options that are currently exercisable
        or
        will become exercisable within sixty days. The business address of Mr. Hall
        is
        2825 East Cottonwood Parkway, Suite 300, Salt Lake City, UT 84121.
 
 (9)  Includes
        150,000 shares beneficially owned under options that are currently exercisable
        or will become exercisable within sixty days.
 
 (10)  Includes
        60,000 shares beneficially owned under options that are currently exercisable
        or
        will become exercisable within sixty days.
 
 (11)  Includes
        100,000 shares beneficially owned under options that are currently exercisable
        or will become exercisable within sixty days.
 
 **Equity
        Compensation Plan Information**
  The
        following table provides certain information, as of December 31, 2005, with
        respect to our compensation plans and other arrangements under which shares
        of
        our Common Stock are authorized for issuance.
  **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              
              **Weighted
                  average exercise price of outstanding options warrants and
                  rights**
              
              **Number
                  of securities remaining eligible for future issuance under equity
                  compensation plans (excluding securities reflected**
                **in
                  column (a))****Plan
                  category**
              
              **(a)**
              
              **(b)**
              
              **(c)**Equity
                  compensation plans
                approved
                  by security holders
              
              1,426,245
              
              $
                  3.42
              
              991,258Equity
                  compensation plans not
                approved
                  by security holders
              
              -
              
              -
              
              -Total
              
              1,426,245
              
              $
                  3.42
              
              991,258
 
  15
  **Item
        13.**  **Certain
        Relationships and Related Transactions**
 
 Since
        our
        initial public offering, we have maintained a policy that transactions with
        affiliated persons or entities will be on terms, on the whole, no less favorable
        to us than those that could be obtained from unaffiliated third parties on
        an
        arm's length basis, and that any such transaction must be reviewed and approved
        by our Audit Committee or another committee of the Board comprised entirely
        of
        directors who are independent under NASD Rule 4200(a)(15).
 
 We
        currently lease twenty-two active terminals and four dormant terminals from
        Southwest Premier. Southwest Premier is owned by some of our directors,
        executive officers and existing stockholders, including 77% by Jerry Moyes
        and
        10% by Robert V. Fasso. In 1998, we sold these properties to Southwest Premier,
        along with additional terminals that have since been sold, for an aggregate
        of
        $27.8 million in a sale-and-leaseback transaction that was accounted for
        as a
        financing transaction. We also have operating leases for two active terminals
        owned by Jerry Moyes. We incurred aggregate expense to Southwest Premier
        of
        approximately $6.8 million in 2005. We incurred aggregate lease expense to
        Mr. Moyes of approximately $0.3 million in 2005.
 
 Swift
        Transportation Co., Inc. ("Swift") and Central Refrigerated Service, Inc.
        ("Central Refrigerated") provide us with a variety of transportation services.
        Jerry Moyes is a director and significant stockholder of Swift and the owner
        and
        Chairman of the Board of Central Refrigerated. Together, these companies
        provided us with approximately 28.8% of all third-party linehaul transportation
        services in 2005. Under these arrangements, Swift provided us with approximately
        $14.3 million in services in 2005. At year end, we owed Swift approximately
        $0.7 million. Central Refrigerated provided us with approximately
        $0.3 million in services in 2005. At year end, we had no liability to
        Central Refrigerated. We believe that the amounts paid are equivalent to
        rates
        that could have been obtained in an arm's length transaction with an unrelated
        third party.
 
 We
        currently lease terminal space from Swift in Memphis, Tennessee at a lease
        rate
        of $15,836 per month and in Fontana, California at a lease rate of $58,500
        per
        month. We also sublease portions of our terminal facilities to Swift at four
        different locations. Swift leases property from us (i) in Tyler, Texas for
        $3,750 per month, (ii) in Houston, Texas, for $6,000 per month, (iii) in
        Little Rock, Arkansas, for $1,000 per month, (iv) in San Antonio, Texas for
        $7,675 per month, (v) in Shreveport, Louisiana for $160 per month and
        (vi) in Amarillo, Texas for $800 per month. All leases with Swift are,
        either by their terms or due to expiration of the contract, on a month-to-month
        basis. Under these subleases and other subleases that we formerly had with
        Swift, the rental income to us from Swift was approximately $0.2 million in
        2005. We believe that the amounts paid are equivalent to lease terms and
        rates
        that could have been obtained in an arms' length transaction with an unrelated
        third party.
 
 On
        January 30, 2006, we entered into an Agreement and Plan of Merger (the "Merger
        Agreement") with North American Truck Lines, LLC ("NATL") and Green Acquisition
        Company ("Green"), pursuant to which Green will merge with and into Central
        (the
        "Merger"), with Central continuing as the surviving corporation. Both Green
        and
        NATL are controlled by Jerry Moyes, with Green being a wholly-owned subsidiary
        of NATL. Pursuant to the Merger Agreement, at the effective time of the Merger,
        all Central stockholders, other than Mr. Moyes and certain Moyes family trusts,
        will receive cash in an amount equal to $2.25 per share of our common stock.
 
 Effective
        April 15, 2006, we entered into a month-to-month lease agreement for revenue
        equipment with Interstate Equipment Leasing, Inc., a company owned by Mr.
        Moyes
        ("Interstate").  We have the right to renew or terminate this lease
        agreement each month on a rolling basis. We will pay Interstate approximately
        $109,000 per month under this agreement for as long as we retain the
        equipment.  We believe that the terms of this transaction are at least
        equivalent to those could have been obtained in an arm's length transaction
        with
        an unrelated third party.
  16
  **Item
        14.  Principal Accountant
        Fees and Services**
 
 **Principal
        Accounting Fees and Services**
 
 The
        Company's principal independent public accountant was McGladrey & Pullen,
        LLP ("McGladrey") for the year ended December 31, 2005, and KPMG LLP
        ("KPMG") for the
        year ended December 31, 2004. Fees billed or to be billed in connection with
        services rendered for these years are as follows:
 
 **2005**
              
              **2004****Audit
                  Fees****(1)**
              
              $
                  256,318
              
              $
                  994,625**Audit-Related
                  Fees**
              
              --
              
              --**Tax
                  Fees**
              
              --
              
              --**All
                  Other Fees****(2)**
              
              --
              
              --**Total**
              
              $
                  256,318
              
              $
                  994,625
  
 (1)  Audit
        Fees. Audit fees were for professional services rendered for the audit and
        quarterly reviews of the Company's financial statements for the applicable
        fiscal year.
 
 (2)  All
        Other
        Fees. For the fiscal years ended December 31, 2005, and December 31, 2004,
        the
        Company was not billed for any other services.
 
 In
        addition to the fees above, KPMG billed a total of $673,229 audit fees in
        2005
        prior to their dismissal and the engagement of McGladrey. These fees consisted
        of quarterly reviews and audit planning for 2005.
 
 **Pre-Approval
        Policy**
 
 Since
        September 22, 2003, we
        have
        maintained a policy pursuant to which our Audit Committee pre-approves all
        audit, audit-related, tax and other permissible non-audit services provided
        by
        our principal independent public accounting firm in order to assure that
        the
        provision of such services is compatible with maintaining the accounting
        firm's
        independence. Under this policy, the Audit Committee pre-approves, on an
        annual
        basis, specific types or categories of engagements constituting audit,
        audit-related, tax or other permissible non-audit services to be provided
        by the
        principal independent public accounting firm. Pre-approval of an engagement
        for
        a specific type or category of services generally is provided for up to one
        year
        and typically is subject to a budget comprised of a range of anticipated
        fee
        amounts for the engagement. Management and the independent public accounting
        firm are required to periodically report to the Audit Committee regarding
        the
        extent of services provided by the principal independent public accounting
        firm
        in accordance with the annual pre-approval and the fees for the services
        performed to date. To the extent that management believes that a new service
        or
        the expansion of a current service provided by the principal independent
        public
        accounting firm is necessary or desirable, such new or expanded services
        are
        presented to the Audit Committee for its review and approval prior to the
        engagement of the principal independent public accounting firm to render
        such
        services. No audit-related, tax, or other non-audit services were approved
        by
        the Audit Committee pursuant to the *de
        minimus* exception to the pre-approval requirement under Rule 2-01, paragraph
        (c)(7)(i)(C), of Regulation S-X during the fiscal years ended
        December 31, 2005 and 2004.
 
  17
  **PART
        IV**
 
 **Item
        15.**  **Exhibits
        and Financial Statements Schedules**
  (b)
  **Exhibit****Number**
                **Descriptions**2.1
                Amended
                    and Restated Asset Purchase Agreement dated April 18, 2002, by
                    and among
                    Central Refrigerated Service, Inc., a Nebraska corporation, and
                    Simon
                    Transportation Services Inc., a Nevada corporation, and its subsidiaries,
                    Dick Simon Trucking, Inc., a Utah corporation, and Simon Terminal,
                    LLC, an
                    Arizona limited liability company. (Incorporated by reference
                    to Exhibit
                    2.1 to the Company's Registration Statement on Form S-1
                    No. 333-109068.)2.2(a)
                Separation
                    Agreement dated November 30, 2002, by and among Central Freight
                    Lines,
                    Inc., a Texas corporation, Central Refrigerated Service, Inc.,
                    a Nebraska
                    corporation, the Jerry and Vickie Moyes Family Trust, Interstate
                    Equipment
                    Leasing, Inc., an Arizona corporation, and Jerry Moyes individually.
                    (Incorporated by reference to Exhibit 2.2(a) to the Company's
                    Registration
                    Statement on Form S-1 No. 333-109068.)2.2(b)
                Amendment
                    Number One to Separation Agreement dated December 23, 2002, by
                    and among
                    Central Freight Lines, Inc., a Texas corporation, Central Refrigerated
                    Service, Inc., a Nebraska corporation, the Jerry and Vickie Moyes
                    Family
                    Trust, Interstate Equipment Leasing, Inc., an Arizona corporation,
                    and
                    Jerry Moyes individually. (Incorporated by reference to Exhibit
                    2.2(b) to
                    the Company's Registration Statement on Form S-1
                    No. 333-109068.)2.2(c)
                Amendment
                    Number Two to Separation Agreement effective as of October 28,
                    2003, by
                    and among Central Freight Lines, Inc., a Texas corporation, Central
                    Refrigerated Service, Inc., a Nebraska corporation, the Jerry
                    and Vickie
                    Moyes Family Trust, Interstate Equipment Leasing, Inc. an Arizona
                    corporation, and Jerry Moyes individually. (Incorporated by reference
                    to
                    Exhibit 2.2(c) to the Company's Registration Statement on Form
                    S-1
                    No. 333-109068.)3.1
                Amended
                    and Restated Articles of Incorporation of Central Freight Lines,
                    Inc., a
                    Nevada corporation. (Incorporated by reference to Exhibit 3.1(b)
                    to the
                    Company's Registration Statement on Form S-1
                    No. 333-109068.)3.2
                Bylaws
                    of Central Freight Lines, Inc., a Nevada corporation. (Incorporated
                    by
                    reference to Exhibit 3.2 to the Company's Registration Statement
                    on Form
                    S-1 No. 333-109068.)4.1
                Amended
                    and Restated Articles of Incorporation of Central Freight Lines,
                    Inc., a
                    Nevada corporation. (Incorporated by reference to Exhibit 3.1
                    to this
                    Report on Form 10-K.)4.2
                Bylaws
                    of Central Freight Lines, Inc., a Nevada corporation. (Incorporated
                    by
                    reference to Exhibit 3.2 to this Report on Form 10-K.)10.1(a)†
                Central
                    Freight Lines, Inc. 401(k) Savings Plan. (Incorporated by reference
                    to
                    Exhibit 10.1(a) to the Company's Registration Statement on Form
                    S-1
                    No. 333-109068.)10.1(b)†
                First
                    Amendment to Central Freight Lines, Inc. 401(k) Savings Plan.
                    (Incorporated by reference to Exhibit 10.1(b) to the Company's
                    Registration Statement on Form S-1
                    No. 333-109068.)10.2(a)†
                Central
                    Freight Lines, Inc. Incentive Stock Plan. (Incorporated by reference
                    to
                    Exhibit 10.2(a) to the Company's Registration Statement on Form
                    S-1
                    No. 333-109068.)10.2(b)†
                Form
                    of Stock Option Agreement. (Incorporated by reference to Exhibit
                    10.28 to
                    the Company's Report on Form 10-Q for the quarterly period ended
                    July 2,
                    2005.)
  18
  
 10.3†
                Form
                    of Outside Director Stock Option Agreement. (Incorporated by
                    reference to
                    Exhibit 10.3 to the Company's Registration Statement on Form
                    S-1
                    No. 333-109068.)10.4(a)
                First
                    Amended and Restated Revolving Credit Loan Agreement, dated July
                    28, 2004,
                    by and between Central Freight Lines, Inc., a Texas corporation,
                    and
                    SunTrust Bank, a Georgia state banking corporation. (Incorporated
                    by
                    reference to Exhibit 10.4(a) to the Company's Report on Form
                    10-Q for the
                    quarterly period ended July 3, 2004.)10.4(b)
                Revolving
                    Credit Note, dated July 28, 2004, by Central Freight Lines, Inc.,
                    a Texas
                    corporation, in favor of SunTrust Bank, a Georgia state banking
                    corporation. (Incorporated by reference to Exhibit 10.4(b) to
                    the
                    Company's Report on Form 10-Q for the quarterly period ended
                    July 3,
                    2004.)10.4(c)
                First
                    Amendment to First Amended and Restated Revolving Credit Loan
                    Agreement,
                    dated July 28, 2004, by and between Central Freight Lines, Inc.,
                    a Texas
                    corporation, and SunTrust Bank, a Georgia state banking corporation.
                    (Incorporated by reference to Exhibit 10.4(c) to the Company's
                    Report on
                    Form 10-K for the year ended December 31, 2004.)10.5
                Guaranty,
                    dated July 28, 2004, by Central Freight Lines, Inc., a Nevada
                    corporation,
                    in favor of SunTrust Bank, a Georgia state banking corporation.(Incorporated
                    by reference to Exhibit 10.5 to the Company's Report on Form
                    10-Q for the
                    quarterly period ended July 3, 2004.)10.6
                Security
                    Agreement, dated July 28, 2004, by and between Central Freight
                    Lines,
                    Inc., a Texas corporation and Suntrust Bank, a Georgia state
                    banking
                    corporation. (Incorporated by reference to Exhibit 10.6 to the
                    Company's
                    Report on Form 10-Q for the quarterly period ended July 3,
                    2004.)10.7(a)
                Loan
                    Agreement dated April 30, 2002, by and among Central Receivables,
                    Inc., a
                    Nevada corporation, Three Pillars Funding Corporation, a Delaware
                    corporation, and Suntrust Capital Markets, Inc., a Tennessee
                    corporation,
                    as agent. (Incorporated by reference to Exhibit 10.8(a) to the
                    Company's
                    Registration Statement on Form S-1
                    No. 333-109068.)10.7(b)
                First
                    Amendment to Loan Agreement dated April 29, 2003, by and among
                    Central
                    Receivables, Inc., a Nevada corporation, Three Pillars Funding
                    Corporation, a Delaware corporation, and SunTrust Capital Markets,
                    Inc., a
                    Tennessee corporation, as agent. (Incorporated by reference to
                    Exhibit
                    10.8(b) to the Company's Registration Statement on Form S-1
                    No. 333-109068.)10.8
                Receivables
                    Purchase Agreement dated April 30, 2002, by and between Central
                    Freight
                    Lines, Inc., a Texas corporation, and Central Receivables, Inc.,
                    a Nevada
                    corporation. (Incorporated by reference to Exhibit 10.9 to the
                    Company's
                    Registration Statement on Form S-1
                    No. 333-109068.)10.9
                Second
                    Amended and Restated Master Lease Agreement — Parcel Group A dated
                    February 20, 2003 by and between Southwest Premier Properties,
                    L.L.C., a
                    Texas limited liability company, and Central Freight Lines, Inc.,
                    a Texas
                    corporation. (Incorporated by reference to Exhibit 10.10 to the
                    Company's
                    Registration Statement on Form S-1
                    No. 333-109068.)10.10
                Second
                    Amended and Restated Master Lease Agreement — Parcel Group B dated
                    February 20, 2003 by and between Southwest Premier Properties,
                    L.L.C., a
                    Texas limited liability company, and Central Freight Lines, Inc.,
                    a Texas
                    corporation. (Incorporated by reference to Exhibit 10.11 to the
                    Company's
                    Registration Statement on Form S-1
                    No. 333-109068.)10.11
                Amended
                    and Restated Lease dated February 20, 2003 by and between JVM
                    Associates
                    and Central Freight Lines, Inc., a Texas corporation. (Incorporated
                    by
                    reference to Exhibit 10.12 to the Company's Registration Statement
                    on Form
                    S-1 No. 333-109068.)
  19
  
 10.12
                Amended
                    and Restated Lease dated February 20, 2003 by and between Jerry
                    and Vickie
                    Moyes and Central Freight Lines, Inc., a Texas corporation. (Incorporated
                    by reference to Exhibit 10.13 to the Company's Registration Statement
                    on
                    Form S-1 No. 333-109068.)10.13
                Amended
                    and Restated Lease dated February 20, 2003 by and between Jerry
                    and Vickie
                    Moyes and Central Freight Lines, Inc., a Texas corporation. (Incorporated
                    by reference to Exhibit 10.14 to the Company's Registration Statement
                    on
                    Form S-1 No. 333-109068.)10.14†
                Employment
                    Agreement dated January 7, 2002, by and between Central Freight
                    Lines,
                    Inc., a Texas corporation, and Robert V. Fasso. (Incorporated
                    by reference
                    to Exhibit 10.15 to the Company's Registration Statement on Form
                    S-1
                    No. 333-109068.)10.15†
                Employment
                    Offer Letter to Jeffrey A. Hale, dated June 7, 2002, by Central
                    Freight
                    Lines, Inc. (Incorporated by reference to Exhibit 10.19 to the
                    Company's
                    Registration Statement on Form S-1
                    No. 333-109068.)10.16(a)
                Indemnification
                    Agreement, effective as of December 31, 2002, by and between
                    Central
                    Freight Lines, Inc., a Texas corporation, and Central Refrigerated
                    Service, Inc., a Nebraska corporation. (Incorporated by reference
                    to
                    Exhibit 10.23(a) to the Company's Registration Statement on Form
                    S-1
                    No. 333-109068.)10.16(b)
                Amendment
                    Number One to Indemnification Agreement effective as of December
                    31, 2002,
                    by and between Central Freight Lines, Inc., a Texas corporation,
                    and
                    Central Refrigerated Service, Inc., a Nebraska corporation. (Incorporated
                    by reference to Exhibit 10.23(b) to the Company's Registration
                    Statement
                    on Form S-1 No. 333-109068.)10.17†
                Employment
                    Offer Letter to Walt Ainsworth, dated July 15, 2004, by Central
                    Freight
                    Lines, Inc. (Incorporated by reference to Exhibit 10.24 to the
                    Company's
                    Report on Form 10-K for the year ended December 31,
                    2004.)10.18(a)
                Amended
                    and Restated Credit Agreement, dated March 24, 2005, by and among
                    the
                    Financial Institutions named Therein as the Lenders, Bank of
                    America, N.A.
                    as the Agent, and Central Freight Lines, Inc., a Texas corporation,
                    as the
                    Borrower. (Incorporated by reference to Exhibit 10.26 to the
                    Company's
                    Report on Form 10-Q for the quarterly period ended April 2,
                    2005.)10.18(b)
                First
                    Amendment to Amended and Restated Credit Agreement, dated May 12,
                    2005, by and among Central Freight Lines, Inc., a Texas corporation,Required
                    Lenders under the Credit Agreement, Bank of America, N.A., in
                    its capacity
                    as Agent for Lenders under the Credit Agreement. (Incorporated
                    by
                    reference to Exhibit 10.27 to the Company's Report on Form 10-Q
                    for the
                    quarterly period ended April 2, 2005.)10.18(c)
                Second
                    Amendment to Amended and Restated Credit Agreement, dated November 9,
                    2005, by and among Central Freight Lines, Inc., a Texas corporation,Required
                    Lenders under the Credit Agreement, Bank of America, N.A., in
                    its capacity
                    as Agent for Lenders under the Credit Agreement. (Incorporated
                    by
                    reference to Exhibit 10.18(c) to the Company's Report on Form
                    10-K for the
                    year ended December 31, 2005.)10.19
                Obligation
                    Guaranty dated January 31, 2005, by Central Freight Lines, Inc.,
                    a Nevada
                    corporation, for the benefit of Bank of America, N.A., in its
                    capacity as
                    Agent for the benefit of the Lenders. (Incorporated by reference
                    to
                    Exhibit 10.25 to the Company's Current Report on Form 8-K filed
                    on
                    February 4, 2005.)10.20
                Form
                    of Director Indemnification Agreement. (Incorporated by reference
                    to
                    Exhibit 10.29 to the Company's Report on Form 10-Q for the quarterly
                    period ended October 1, 2005.)11.1
                Schedule
                    of Computation of Net Income Per Share. (Incorporated by reference
                    to
                    Exhibit 11.1 to the Company's Report on Form 10-K for the year
                    ended
                    December 31, 2005.)
  20
  
 21.1
                Subsidiary
                    of Central Freight Lines, Inc., a Nevada corporation. (Incorporated
                    by
                    reference to Exhibit 21.1 to the Company's Report on Form 10-K
                    for the
                    year ended December 31, 2005.)23.1
                Consent
                    of McGladrey & Pullen, LLP. (Incorporated by reference to Exhibit 23.1
                    to the Company's Report on Form 10-K for the year ended December
                    31,
                    2005.)23.2
                Consent
                    of KPMG LLP. (Incorporated by reference to Exhibit 23.2 to the
                    Company's
                    Report on Form 10-K for the year ended December 31,
                    2005.)31.1*
                Certification
                    pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
                    to
                    Section 302 of the Sarbanes-Oxley Act of 2002, by Robert V. Fasso,
                    the
                    Company's Chief Executive Officer.31.2*
                Certification
                    pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
                    to
                    Section 302 of the Sarbanes-Oxley Act of 2002, by Jeffrey A.
                    Hale, the
                    Company's Chief Financial Officer.32.1*
                Certification
                    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002, by Robert V. Fasso, the Company's
                    Chief
                    Executive Officer.32.2*
                Certification
                    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002, by Jeffrey A. Hale, the Company's
                    Chief
                    Financial Officer.
  *
        Filed
        herewith.
 † Management
        contract or compensatory plan or arrangement.
  
  
  21
   **SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 
 Date:
                  May 1, 2006
              By:
              /s/
                  Robert V. FassoName:
              Robert
                  V. FassoTitle:
              Chief
                  Executive Officer and President
 
 
 **Signature
                  and Title**
              
              **Date**/s/
                  Robert V. Fasso
              
              May
                  1, 2006Robert
                  V. Fasso
                President,
                  Chief Executive Officer; and Director
                (principal
                  executive officer)/s/
                  Jeffrey A. Hale
              
              May
                  1, 2006Jeffrey
                  A. Hale
                Senior
                  Vice President and Chief Financial Officer
                (principal
                  financial and accounting officer)/s/
                  J.C. Carruth
              
              May
                  1, 2006J.
                  C. Carruth
                Director/s/
                  John Breslow
              
              May
                  1, 2006John
                  Breslow
                Director/s/
                  Porter J. Hall
              
              May
                  1, 2006Porter
                  J. Hall
                Director
 
  22