Texas (State or Other Jurisdiction of Incorporation or Organization)	75-1301831 (IRS Employer Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309 (Address of Principal Executive Offices)	(214) 630-8090 (Registrant’s Telephone Number, Including Area Code)

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PART I	FINANCIAL INFORMATION	Page No.
Item 1	Financial Statements (Unaudited)
	Consolidated Condensed Balance Sheets September 30, 2004 and December 31, 2003	1
	Consolidated Condensed Statements of Income Three and nine months ended September 30, 2004 and 2003	2
	Consolidated Condensed Statements of Cash Flows Nine months ended September 30, 2004 and 2003	3
	Notes to Consolidated Condensed Financial Statements	4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4	Controls and Procedures	20
PART II	OTHER INFORMATION
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6	Exhibits	21

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Assets		Sep. 30,  2004			Dec. 31,  2003
Current Assets
Cash and cash equivalents		$	7,267		$	1,396
Accounts receivable, net			56,836			55,094
Inventories			2,302			4,054
Tires on equipment in use			5,312			5,657
Deferred income taxes			2,611			2,657
Other current assets			8,647			7,843
Total current assets			82,975			76,701
Property and equipment, net			73,060			66,551
Other assets			12,190			12,358
		$	168,225		$	155,610
Liabilities and shareholders' equity
Current liabilities
Accounts payable		$	26,430		$	25,045
Accrued claims			7,647			7,195
Accrued payroll			6,131			3,813
Accrued liabilities			4,385			2,907
Income taxes payable			1,363			-
Total current liabilities			45,956			38,960
Long-term debt			7,000			14,000
Deferred income taxes			5,956			2,878
Accrued claims and liabilities			16,317			15,718
			75,229			71,556
Shareholders' equity
Par value of common stock (17,428 and 17,281 shares outstanding)			26,142			25,921
Paid-in capital			1,292			1,097
Retained earnings			66,801			57,849
			94,235			84,867
Less - treasury stock (235 and 195 shares)			1,239			813
Total shareholders' equity			92,996			84,054
		$	168,225		$	155,610
See accompanying notes to consolidated condensed financial statements.

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		Three Months						Nine Months
		2004			2003			2004			2003
Revenue
Freight revenue		$	114,499		$	103,076		$	326,734		$	290,496
Non-freight revenue			2,677			4,725			8,665			13,694
			117,176			107,801			335,399			304,190
Costs and expenses
Salaries, wages and related expenses			27,403			27,286			79,696			77,851
Purchased transportation			24,700			24,164			78,393			69,571
Supplies and expenses			36,085			28,251			97,106			81,474
Revenue equipment rent			7,765			8,377			23,903			24,618
Depreciation			4,827			3,845			14,317			10,596
Communications and utilities			1,020			1,051			2,936			3,074
Claims and insurance			5,598			4,067			11,396			9,863
Operating taxes and licenses			1,197			1,155			3,488			3,046
Miscellaneous operating expenses			1,211			933			2,909			3,509
			109,806			99,129			314,144			283,602
Non-freight costs and operating expenses			2,466			5,156			7,888			15,101
			112,272			104,285			322,032			298,703
Income from operations			4,904			3,516			13,367			5,487
Interest and other (income) expense			(457	)		691			(456	)		(70	)
Income before income tax			5,361			2,825			13,823			5,557
Provision for income tax			1,841			1,120			4,871			1,973
Net income		$	3,520		$	1,705		$	8,952		$	3,584
Net income per share of common stock
Basic		$	0.20		$	0.10		$	0.52		$	0.21
Diluted		$	0.20		$	0.10		$	0.50		$	0.21
Weighted average shares outstanding
Basic			17,235			16,823			17,196			16,765
Diluted			17,971			17,494			17,926			17,329
See accompanying notes to consolidated condensed financial statements.

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		2004			2003
Net cash provided by operating activities		$	31,750		$	8,648
Cash flows from investing activities
Expenditures for property and equipment			(27,511	)		(25,307	)
Proceeds from sale of property and equipment			7,768			8,811
Life insurance and other			1,435			638
Net cash used investing activities			(18,308	)		(15,858	)
Cash flows from financing activities
Borrowings under revolving credit agreement			35,000			38,700
Payments against revolving credit agreement			(42,000	)		(30,700	)
Capital leases			--			(2,562	)
Common stock issued			375			--
Treasury stock re-issued			190			154
Treasury stock reacquired			(1,136	)		--
Net cash (used in) provided by financing activities			(7,571	)		5,592
Net increase (decrease) in cash and cash equivalents			5,871			(1,618	)
Cash and cash equivalents at January 1			1,396			2,861
Cash and cash equivalents at September 30		$	7,267		$	1,243
See accompanying notes to consolidated condensed financial statements.
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		Three Months						Nine Months
		2004			2003			2004			2003
Basic shares			17,235			16,823			17,195			16,765
Common stock equivalents			736			671			731			564
Diluted shares			17,971			17,494			17,926			17,329

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		Three Months						Nine Months
		2004			2003			2004			2003
Freight Operations
Revenue		$	114.5		$	103.1		$	326.7		$	290.5
Operating income			4.7			3.9			12.6			6.9
Total assets			170.9			154.2			170.9			154.2
Non-Freight Operations
Revenue		$	2.7		$	4.7		$	8.7		$	13.7
Operating income (loss)			0.2			(0.4	)		0.8			(1.4	)
Total assets			10.8			18.4			10.8			18.4
Intercompany Eliminations
Total assets		$	(13.5	)	$	(18.8	)	$	(13.5	)	$	(18.8	)
Consolidated
Revenue		$	117.2		$	107.8		$	335.4		$	304.2
Operating income			4.9			3.5			13.4			5.5
Total assets			168.2			153.8			168.2			153.8

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		Three Months						Nine Months
		2004			2003			2004			2003
Salaries, wages and related expenses			23.9	%		26.5	%		24.4	%		26.8	%
Purchased transportation			21.6			23.4			24.0			23.9
Supplies and expenses			31.5			27.4			29.7			28.0
Revenue equipment rent and depreciation			11.0			11.9			11.7			12.1
Claims and insurance			4.9			3.9			3.5			3.4
Other			3.0			3.1			2.8			3.4
Total freight operating expenses			95.9	%		96.2	%		96.1	%		97.6	%

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Most of our company-operated tractors are the subject of an agreement between us and their manufacturer pursuant to which the manufacturer has conditionally agreed to repurchase the tractors from us after a specified number of months of service. The conditions that could restrict our ability to sell these used tractors back to the manufacturer include specifications as to their physical condition, their mechanical performance, their mileage and the quantity of new tractors that we buy from that manufacturer to replace the old tractor to be retired from our fleet.

 

Beginning in 2002, we extended the replacement cycle for our tractors from 36 months to as many as 48 months of service.  Regarding purchased tractors, we had previously depreciated such tractors over 36 months to a salvage value generally equal to the manufacturer's repurchase price. With the extended replacement cycle, the amount of the manufacturer's repurchase price, which approximates the estimated salvage value, was lowered by an amount generally equal to one year's depreciation expense on each tractor. Therefore, this change has not, nor is it expected to, impact the periodic amount of depreciation expense for such tractors.

Regarding leased tractors, before 2003 we generally leased tractors for 36-month terms. As a result of extending our replacement cycle to 48 months, we typically buy the tractors at the end of the 36-month lease term at fair market value ("FMV") and depreciate them over their remaining useful life of 12 months. Consequently, we now incur depreciation expense during the fourth year of a tractor's life rather than leasing a new tractor. The increase in depreciation expense has generally equaled the resulting decrease in lease expense that would have been incurred under the 36-month replacement cycle.

When a tractor which is subject to the repurchase arrangement reaches the end of its service life, if we owned the tractor during its service life, we generally sell the tractor to the manufacturer for a FMV price that was agreed to at the time the tractor was placed into service. For tractors that were leased during their service lives, we typically exercise lease agreement FMV purchase options to acquire short-term ownership of the used tractor and then resell the used tractor to the manufacturer. In such transactions, the amount we pay to the lessor is generally equal to the amount we receive from the manufacturer. We are not obligated to sell any used tractors back to the manufacturer. If the amount we could recover by sale to another party is substantially more than the manufacturer's buy-back obligation to us, we ma y and do sell tractors to such other third parties.

CLAIMS AND INSURANCE: Compared to the comparable periods in 2003, claims and insurance expense increased by $1.5 million (37.6%) and $1.5 million (15.5%), respectively, during the three and nine month periods ending September 30, 2004. These expenses vary with miles traveled, the severity and frequency of personal injury and property damage claims, and with regard to the three and nine month periods ended September 30, 2003, current period changes in our estimated values regarding events which occurred in previous periods.

Effective June 1, 2004 we renewed our liability insurance. In connection with the renewal, we decreased our deductible from $5 million to $3 million. Because we retain a large deductible for our personal injury claims, the occurrence of any single event can significantly impact our periodic earnings.  During the third quarter of 2004, we modified our liability insurance agreements.  Under the modification, we and the insurer will share the risks between $5 million and $10 million on a 50/50 basis. 

 

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MISCELLANEOUS OPERATING EXPENSES: Compared to the comparable periods in 2003, miscellaneous operating expenses increased by $278,000 (30%) and declined by $600,000 (17.1%), respectively, during the three and nine month periods ended September 30, 2004. Reduced legal fees associated with general corporate matters and reduced accruals for accounts receivable which may not ultimately be collected were the primary reasons for the nine month decrease. Mitigating those decreases in the nine-month period ended September 30, 2004 were significant expenditures related to our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002, which were a primary cause of the increase in the three-month period ended September 30, 2004.

NON-FREIGHT OPERATIONS: For the reasons described below, during the three and nine month periods ended September 30, 2004, revenue from AirPro Holdings, Inc. ("AirPro"), our non-freight business, declined by 43.3% and 36.7%, respectively, as compared to the comparable periods of 2003. Our non-freight operating expenses for the three and nine month periods of 2004 fell by 52.2% and 47.8%, respectively, when compared to the prior year periods, primarily for the same reason.

AirPro earned an operating profit of $777,000 during the first nine months of 2004, as compared to an operating loss of $1,407,000 during the comparable period of 2003.

In November 2003, we engaged a consulting firm to manage AirPro and the principal of the consulting firm was appointed as its president. The consulting firm has been leading our efforts to eliminate the potential for future losses and to conduct a review of strategic alternatives for non-freight operations. In connection with these objectives, since November of 2003, AirPro has significantly reduced the scope of the products and services it offers, and, in the process eliminated certain activities that were either marginally profitable or incurring losses. As a result, the decline in operating expenses has exceeded the decline in non-freight revenue during 2004.

OPERATING INCOME OR LOSS: The following table summarizes and compares our operating results for the three and nine month periods ended September 30, 2004 and 2003 (in millions):

		Three Months						Nine Months
Operating income (loss):		2004			2003			2004			2003
Freight operations		$	4.7		$	3.9		$	12.6		$	6.9
Non-freight operations			0.2			(0.4	)		0.8			(1.4	)
		$	4.9		$	3.5		$	13.4		$	5.5

INTEREST AND OTHER: The following table summarizes and compares our interest and other expenses and income during the three and nine month periods ended September 30, 2004 and 2003 (in thousands):

Interest and other (income)		Three Months						Nine Months
expense from:		2004			2003			2004			2003
Interest expense		$	63		$	158		$	269		$	395
Interest income			(14	)		(13	)		(31	)		(100	)
Life insurance and other (income)			(506	)		546			(694	)		(365	)
		$	(457	)	$	691		$	(456	)	$	(70	)

Compared to the comparable periods of 2003, primarily as a result of changes in income and expenses related to our life insurance investments, interest and other income or expense fluctuated between the three and nine month periods ended September 30, 2004.

 

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PRE-TAX AND NET INCOME: Compared to the comparable periods in 2003, our pre-tax income increased by $2.5 million (89.8%) and $8.3 million (148.7%), respectively, during the three and nine month periods ended September 30, 2004.

Our provision for income tax was 35.2% of our pre-tax income for the first nine months of 2004. For the comparable nine months of 2003, our provision for income tax was 35.5% of our pre-tax income. Our effective tax rate is impacted by the presence of expenses in our income statement which are not included in taxable income.

Compared to the comparable periods in 2003, our net income increased by $1.8 million (106.5%) and $5.4 million (50%) during the three and nine month periods ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

 

DEBT AND WORKING CAPITAL: Our primary needs for capital resources are to finance working capital, expenditures for property and equipment and, from time to time, acquisitions. Working capital investment typically increases during periods of sales expansion when higher levels of receivables and, with regard to non-freight operations, inventories are present.

We had long-term debt of $7.0 million as of September 30, 2004, and, the unused portion of the company's $50 million revolving credit facility was approximately $37.9 million. We believe that the funds available to us from our working capital, future operating cash flows and our credit and leasing facilities will be sufficient to finance our operation during the next twelve months.

CASH FLOWS: During the nine month period ended September 30, 2004 net cash provided by operation activities was $31.8 million as compared to $8.6 million during the year-ago nine-month period. During 2003, our LTL revenues and receivables increased significantly due to one of our competitors having ceased operations. During the first nine months of 2004, our accounts receivable did not fluctuate as they did last year. Improved profitability and higher non-cash expenses such as depreciation and amortization were also significant contributors to this increase.

On August 11, 2004, our Board of Directors authorized the purchase of up to 750,000 shares of common stock from time to time on the open market at such times as management deems appropriate.  During the third quarter of 2004, we repurchased 153,800 shares pursuant to the authorization at an average price of $7.11 per share.

OBLIGATIONS AND COMMITMENTS: As of September 30, 2004, our debt was $7.0 million and letters of credit issued by us for insurance purposes and to equipment leasing companies were $5.1 million in total.

As of September 30, 2004, we had contracts to purchase tractors and trailers later in 2004 totaling approximately $22.4 million. We expect to lease most of the tractors and purchase most of the trailers when they are placed into service.

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We lease equipment and real estate. Rentals are due under non-cancelable operating leases for facilities, tractors and trailers. Facility and trailer leases do not contain guaranteed residual values in favor of the lessors. Most of the tractors we leased prior to 2003 and many of the tractors we leased since 2002 are leased pursuant to agreements under which we have partially guaranteed the assets end-of-lease term residual value. Tractor leases entered into before 2003 typically have 36-month terms, and tractor leases entered into after 2002 have either 42 or 48-month terms. The portions of the residuals we have guaranteed vary from lessor to lessor. Gross residuals are between 40% and 55% of the leased asset's historical cost, of which we have guaranteed the first 27% to 40% of the leased asset's historical cost. The le ssors remain at risk for between 13% and 15% of the remainder of such leased asset's historical cost. Because our lease payments and residual guarantees do not exceed 90% of the tractor's cost, the leases are accounted for as operating leases and rentals are recorded as rent expense over the term of the leases. The table below sets forth information as to the amounts of our obligations and commitments as well as the year in which they will become due (in millions):

 

Payments due by year		Total			Remainder of 2004			2005			2006			2007			2008			After 2008
Debt and letters of credit		$	12.1		$	-		$	-		$	-		$	12.1		$	-		$	-
Purchase obligations			22.4			22.4			-			-			-			-			-
Operating leases for:
Rentals			76.3			6.6			23.0			17.9			10.8			6.5			11.5
Residual guarantees			12.0			2.1			5.1			3.3			1.1			0.4			-
			122.8		$	31.1		$	28.1		$	21.2		$	24.0		$	6.9		$	11.5
Deferred compensation
Phantom stock (1)			1.1
401(k) wrap plan (2)			1.2
Total		$	125.1

(1)

Represents the current value of 147,000 restricted phantom stock units awarded pursuant to the company’s executive Bonus and Phantom Stock Plan and a Supplemental Executive Retirement Plan. An officer may elect to cash out any number of the phantom stock units between December 1 and December 15 of any year selected by the officer with the payout amount with respect to each phantom stock unit being generally equal to the greater of (i) the actual price of the company’s common stock on December 31 of the year of an officer’s election to cash out the unit, or (ii) the average of the 12 month-end values of such stock during the year in which an officer elects to cash out. Accordingly, we are unable to anticipate the year this currently unfunded obligation will be paid in cash or the amount of cash ultimately payable.

(2)

Represents the obligations of a "grantor" (or "rabbi") trust established in connection with our 401(k) Wrap Plan to hold company assets to satisfy obligations under the Wrap Plan. The trust obligations include approximately 132,500 shares of the company’s common stock and will be cashed out either upon the eligibility of the obligations to be transferred to our 401(k) plan or upon the retirement of individual wrap plan participants. Accordingly, we are unable to anticipate the year this currently funded amount will be paid in cash or the amount of cash ultimately payable.

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OUTLOOK

This report contains information and forward-looking statements that are based on our current beliefs and expectations and assumptions we made based upon information currently available. Forward-looking statements include statements relating to our plans, strategies, objectives, expectations, intentions, and adequacy of resources, and may be identified by words such as "will", "could", "should", "believe", "expect", intend", "plan", "schedule", "estimate", "project" and similar expressions. These statements are based on current expectations and are subject to uncertainty and change.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results could differ materially from the expectations reflected in such forward-looking statements. Should one or more of the risks or uncertainties underlying such expectations not materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those we expect.

Factors that are not within our control which could contribute to such differences and may have a bearing on operating results include demand for our services and products, and our ability to meet that demand, which may be affected by, among other things, competition, weather conditions and the general economy, the availability and cost of labor, our ability to negotiate favorably with lenders and lessors, the effects of terrorism and war, the availability and cost of equipment, fuel and supplies, the market for previously-owned equipment, the impact of changes in the tax and regulatory environment in which we operate, operational risks and insurance, risks associated with the technologies and systems used and the other risks and uncertainties described elsewhere in our filings with the Securities and Exchange Commission.   We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2004, we held no market risk sensitive instruments for trading purposes. As of September 30, 2004, our debt stood at $7 million, which approximated fair market value.

We sponsor a Rabbi Trust for the benefit of participants in a supplemental executive retirement plan. As of September 30, 2004, the trust held about 132,500 shares of our stock. To the extent that trust assets are invested in our stock, our future compensation expenses and pre-tax income will reflect changes in the market value of our stock.

We have deferred compensation plans for benefit of our executive officers. As of September 30, 2004, our plan obligations were denominated as approximately 147,000 phantom stock units, which were valued at the market value of our stock. Our future compensation expenses and pre-tax income will reflect changes in the market value of the phantom stock units.

We own life insurance policies that have cash surrender value. The investment returns earned by the insurance company serve to pay insurance costs and alter cash surrender value, which is a key determinant of the amount that we could receive pursuant to the policies as of the date of our financial statements. Accordingly, changes in the market value of and returns from those investments could impact the value of our life insurance policies. Changes in those values directly impact the level of our pre-tax and net income.

As of September 30, 2004, we held no other material market risk-sensitive instruments (for trading or non-trading purposes) that would involve significant relevant market risks, such as equity price risk. Accordingly, the potential loss in our future earnings resulting from changes in such market rates or prices is not significant.

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ITEM 4.    CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the design and the operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, except as discussed below, our disclosure controls and procedures are effective for the purposes of gathering, analyzing and disclosing the information that we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms.

In connection with their review of the company's September 30, 2004 interim financial statements, our independent auditors, KPMG identified certain matters involving the operation of our internal controls that they consider to be a material weakness. A "material weakness" is a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by errors in amounts that would be material in relation to the consolidated financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.

KPMG's conclusion was based on two adjustments that were made in the course of their review process that, in their view, should have been identified and resolved by the company as part of the internal close process. The adjustments involved a calculation error that caused the overstatement of accident claim reserves and the failure to update the accident claim reserve to reflect newly available information. The adjustments were made prior to the public release of our results and do not affect previously announced results.

The matters identified by KPMG have been reviewed with management and with the Audit Committee. As a result of our on-going analysis of internal controls over financial reporting and the issues identified above, changes have been made and will be made to our internal controls. These improvements include active recruiting to increase staffing in certain areas of the finance organization, redeploying key personnel, strengthening of controls over the accounting for non-routine transactions and certain accounting estimates, formalization of accounting procedures, and establishment of additional monitoring controls.

In connection with this evaluation, we have identified no changes, other than as described above, in the company's internal control over financial reporting that occurred during the quarter ended September 30, 2004 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

Limitations on the Effectiveness of Controls

 

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have concluded that, except as otherwise described above, such controls and procedures are effective at the "reasonable assurance" level.

 

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PART II

OTHER INFORMATION

Items 1, 3, 4 and 5 of Part II are omitted due to a lack of updated information to disclose pursuant to said items.

 

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuer Purchases of Equity Securities for Quarter Ended September 30, 2004

Period		Total Number of Shares Purchased			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans and Programs			Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1 to July 31, 2004		--			--			--			--
August 1 to August 31, 2004			110,100		$	7.04			110,100			639,900
September 1 to September 30, 2004			43,700			7.27			43,700			596,200
Total			153,800		$	7.11			153,800			596,200

 

 (1)    On August 11, 2004, the Board of Directors authorized the purchase of up to 750,000 shares of common stock from time to time on the open market or through private transactions at such times as management deems appropriate.  The authorization did not specify an expiration date.  Purchases may be increased, decreased or discontinued by the Board of Directors at any time without prior notice.

 

ITEM 6.    EXHIBITS

Exhibits

3.1	Articles of Incorporation of the Registrant and all amendments to date (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference).

3.2	Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference).

10.1

Third Amendment to the Credit Agreement between Comerica Bank, successor-by-merger with Comerica Bank-Texas, as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates as of May 30, 2002.

31.1	Certification of Chief Executive Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a)).

31.2	Certification of Chief Financial Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a)).

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FROZEN FOOD EXPRESS INDUSTRIES, INC.
	(Registrant)
Dated: November 15, 2004	By	/s/ Stoney M. Stubbs, Jr.
		Stoney M. Stubbs, Jr. Chairman of the Board and Chief Executive Officer

	FROZEN FOOD EXPRESS INDUSTRIES, INC.
	(Registrant)
Dated: November 15, 2004	By	/s/ F. Dixon McElwee, Jr.
		F. Dixon McElwee, Jr. Senior Vice President Principal Financial and Accounting Officer

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EXHIBIT INDEX

 

3.1

Articles of Incorporation of the Registrant and all amendments to date (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference).

3.2

Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference).

10.1

Third Amendment to the Credit Agreement between Comerica Bank, successor-by-merger with Comerica Bank-Texas, as administrative agent for itself and other banks, LaSalle Bank National Association, as collateral agent and syndication agent for itself and other banks and FFE Transportation Services, Inc. as Borrower and certain of its affiliates as of May 30, 2002.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EXHIBIT 10.1

 

THIRD AMENDMENT TO CREDIT AGREEMENT

 

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 30, 2004, (the “Effective Date”) is among FFE TRANSPORTATION SERVICES, INC. (the “Borrower”), each of the undersigned Other Companies, each of the banks or other lending institutions which is a party to the Agreement (hereinafter defined) (each a “Bank” and collectively, the “Banks”), COMERICA BANK, successor-by-merger with Comerica Bank-Texas (“Comerica”), as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the “Issuing Bank”), and LASALLE BANK NATIONAL ASSOCIATION , a national banking association (“LaSalle”), as Syndication Agent (in such capacity, together with its successors in such capacity, the “Syndication Agent”), and as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

RECITALS:

A.    The Borrower, the Other Companies, the Banks, the Issuing Bank and the Administrative Agent, the Syndication Agent and the Collateral Agent have entered into that certain Credit Agreement dated as of May 30, 2002, which was subsequently amended by the First Amendment to Credit Agreement on December 11, 2003 and the Second Amendment to Credit Agreement on June 30, 2004 (the “Credit Agreement”).

B.    The parties hereto now desire to amend the Credit Agreement as provided herein.

AGREEMENTS:

In consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:

ARTICLE I.

 

DEFINITIONS AND REFERENCES

 

§ 1.1.    Terms Defined in the Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Credit Agreement shall have the same meanings whenever used in this Amendment.

 

§ 1.2.    Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

 

“Amendment” means as defined in the Introductory Paragraph hereof.

 

“Amendment Documents” means this Amendment and any other document delivered by the Borrower to Administrative Agent pursuant to this Amendment.

 

“Credit Agreement” means as defined in the Recitals of this Amendment.

 

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ARTICLE II.

 

AMENDMENT TO CREDIT AGREEMENT

 

§ 2.1.    Dividends and Distributions. Section 5.2 (e) (i) of the Credit Agreement is hereby amended in its entirety to read as follows:

 

“(i)    The Parent and each Other Company that is publicly traded may from time to time redeem its common stock; provided that no more than 750,000 shares of the capital stock of such Companies, in the aggregate, may be redeemed during the term of this Agreement.”

 

ARTICLE III.

 

MISCELLANEOUS

 

§ 3.1.     Survival of Representations and Warranties. All representations and warranties made in this Amendment, the Credit Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Administrative Agent or any closing shall affect the representations and warranties or the right of Administrative Agent to rely upon them.

§ 3.2.     Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.

§ 3.3.     Expenses of Administrative Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all reasonable costs and expenses incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of Administrative Agent’s legal counsel, and all reasonable costs and expenses incurred by Administrative Agent in connecti on with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any other Loan Document, including, without limitation, the reasonable costs and fees of Administrative Agent’s legal counsel.

§ 3.4.     Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

§ 3.5.     Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN DALLAS COUNTY, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

§ 3.6.     Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Administrative Agent and Borrower and their respective successors and assigns, except Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent.

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§ 3.7.     Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

§ 3.8.     Effect of Waiver. No consent or waiver, express or implied, by Administrative Agent to or for any breach of or deviation from any covenant or condition of the Credit Agreement shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition or duty.

§ 3.9.     Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

§ 3.10.    Notice Pursuant To Tex. Bus. & Comm. Code Section 26.02

THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF, INCLUDING THE GUARANTY, TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

§ 3.11.    Guarantors.

Each of the undersigned parties to a Guaranty Agreement, hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Guaranty Agreement and Security Agreement made by it for the benefit of Agent and Banks executed pursuant to the Credit Agreement and the other Loan Papers, (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that such Guaranty Agreement and such Security Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

 

Dated: August 30, 2004	By	FFE TRANSPORTATION SERVICES, INC. /s/ Thomas G. Yetter
		Thomas G. Yetter Vice President
Dated: August 30, 2004	By	COMERICA BANK, as Bank, Issuing Bank and Administrative Agent /s/ Donald P. Hellman
		Donald P. Hellman Senior Vice President
Dated: August 30, 2004	By	LA SALLE BANK, as Bank, Collateral Agent and Syndication Agent /s/ Nick Weaver
		Nick Weaver First Vice President

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GUARANTORS:

Dated: August 30, 2004	By	FFE TRANSPORTATION SERVICES, INC. /s/ Thomas G. Yetter
		Thomas G. Yetter Treasurer
Dated: August 30, 2004	By	FFE, INC. /s/ Thomas G. Yetter
		Thomas G. Yetter Vice President
Dated: August 30, 2004	By	CONWELL CORPORATION /s/ Thomas G. Yetter
		Thomas G. Yetter Vice President
Dated: August 30, 2004	By	AIRPRO HOLDINGS, INC. /s/ F. Dixon McElwee, Jr.
		F. Dixon McElwee, Jr. Senior Vice President
Dated: August 30, 2004	By	LISA MOTOR LINES, INC. /s/ Leonard W. Bartholomew
		Leonard W. Bartholomew Corporate Secretary
Dated: August 30, 2004	By	CONWELL CARTAGE, INC. /s/ Leonard W. Bartholomew
		Leonard W. Bartholomew Corporate Secretary
Dated: August 30, 2004	By	MIDDLETON TRANSPORTATION COMPANY /s/ F. Dixon McElwee, Jr.
		F. Dixon McElwee, Jr. Senior Vice President
Dated: August 30, 2004	By	COMPRESSORS PLUS, INC. /s/ Leonard W. Bartholomew
		Leonard W. Bartholomew Corporate Secretary
Dated: August 30, 2004	By	FFE LOGISTICS, INC. /s/ Leonard W. Bartholomew
		Leonard W. Bartholomew Corporate Secretary
Dated: August 30, 2004	By	CONWELL, LLC. /s/ Leonard W. Bartholomew
		Leonard W. Bartholomew Corporate Secretary

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EXHIBIT 31.1

 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Stoney M. Stubbs, Jr., certify that:

 

1.  I have reviewed this Quarterly Report on Form 10-Q of Frozen Food Express Industries, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 15, 2004		/s/ Stoney M. Stubbs, Jr.
		Stoney M. Stubbs, Jr. Chairman of the Board and Chief Executive Officer

 See also the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is filed as Exhibit 32.1 with this report.

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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, F. Dixon McElwee, Jr., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Frozen Food Express Industries, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 15, 2004		/s/ F. Dixon McElwee, Jr.
		F. Dixon McElwee, Jr. Senior Vice President Principal Financial and Accounting Officer

 

See also the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is filed as Exhibit 32.2 with this report.

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EXHIBIT 32.1

FROZEN FOOD EXPRESS INDUSTRIES, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Frozen Food Express Industries, Inc. (the "company") on Form 10-Q for the fiscal quarter ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stoney M. Stubbs, Jr., Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (a) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: November 15, 2004		/s/ Stoney M. Stubbs, Jr.
		Stoney M. Stubbs, Jr. Chairman of the Board and Chief Executive Officer

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EXHIBIT 32.2

FROZEN FOOD EXPRESS INDUSTRIES, INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Frozen Food Express Industries, Inc. (the "company") on Form 10-Q for the fiscal quarter ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, F. Dixon McElwee, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (a) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: November 15, 2004			/s/ F. Dixon McElwee, Jr.
			F. Dixon McElwee, Jr. Senior Vice President Principal Financial and Accounting Officer
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