FROZEN FOOD EXPRESS INDUSTRIES, INC.



                       CODE OF BUSINESS CONDUCT AND ETHICS



INTRODUCTION



         This Code of Business Conduct and Ethics (this "Code") applies to

Frozen Food Express Industries, Inc. and its consolidated subsidiaries

(collectively, the "Company").

         This Code is intended to meet the requirements for a code of ethics

under the Sarbanes-Oxley Act of 2002 and the Nasdaq Stock Market's ("Nasdaq")

Listing Standards, and is specifically applicable to the Company's principal

executive officer, principal financial officer and principal accounting officer

and controller or persons performing similar functions.

         We expect the Company's employees and officers ("Employees") and

members of its Board of Directors ("Directors") to use sound judgment to help us

maintain appropriate compliance procedures and to carry out our business with

honesty and in compliance with laws and high ethical standards. Each Employee

and Director is expected to read this Code and demonstrate personal commitment

to the standards set forth in this Code. Our Directors are expected to abide by

the principles of this Code, within the scope of their duties as directors, as

if they were Employees of our Company. Employees and Directors who do not comply

with the standards set forth in this Code may be subject to discipline in light

of the nature of the violation, including termination of employment or

appointment.

         Any questions about this Code or the appropriate course of conduct in a

particular situation should be discussed with that person's immediate manager or

supervisor. Persons who do not wish to communicate with a manager or supervisor

on the matter should contact any member of management, or personnel in the human

resources or risk management departments.

         Any waiver of the provisions of this Code for executive officers or

Directors must be approved by the Company's Board of Directors or a committee

thereof. Any such waivers granted, as well as substantive amendments to this

Code, will be publicly disclosed by appropriate means in compliance with

applicable listing standards of NASDAQ and rules of the United States Securities

and Exchange Commission (the "SEC").

         This Code is not a contract and is not intended as a detailed guide for

all situations Employees and Directors may face. Employees and Directors are

also expected to comply with the provisions of employee handbooks and other

workplace rules, which the Company may from time to time communicate, all of

which supplement this Code.



RESPONSIBILITIES

I.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         All Employees and Directors must respect and obey all laws and

regulations applicable to the Company's business, including federal, state and

local laws in the areas in which the Company operates. Any questions as to the

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