FROZEN FOOD EXPRESS INDUSTRIES INC
8-A12G, EX-20, 2000-06-19
TRUCKING (NO LOCAL)
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Exhibit 20.1






                          July 6, 2000


To Our Shareholders:

     After extensive study, the Board of Directors of Frozen Food
Express Industries, Inc. has adopted a shareholder Rights
Agreement designed to ensure that all of the Company's
shareholders receive fair and equal treatment in the event of any
proposal to acquire the Company.  The agreement is intended to
protect the interests of our shareholders in the event of abusive
or unfair takeover tactics.  It is not designed to prevent the
acquisition of the Company on terms beneficial to all
shareholders.

     Terms of the agreement are contained in the Summary of
Rights enclosed with this letter.  This letter is for
informational purposes only, and no action is required of you at
this time.

     Effective as of the close of business on June 26, 2000, the
rights were implicitly attached to all shares of the Company's
Common Stock.  Because the rights are not currently exercisable
and have no current market value, certificates representing the
rights will not be issued at this time; the rights will trade
with and be represented by your Common Stock certificate.  The
rights detach and trade separately from the Common Stock
following the acquisition by a person or group of 15 percent or
more of the Company's Common Stock or, at the Board's option,
following the announcement of a tender or exchange offer to
acquire an interest in the Company of 15 percent or more.  The
rights may be exercised once a person or group owns 15 percent or
more of the Company's Common Stock.  If the rights become
exercisable, they entitle all holders - except the prospective
acquiror - to purchase stock in the Company or the resulting
entity from a merger involving the Company at a discounted price.
One objective of the plan is to encourage a prospective acquiror
to negotiate a transaction that is fair to all shareholders with
the Board of Directors of the Company.

     The Company currently has no shareholder with an interest of
15 percent or more, and the Board is not aware of any current
attempt to take control of the Company.  We have a great deal of
optimism about the future of our Company, and the Rights
Agreement helps to ensure that our shareholders will have greater
opportunity to enjoy the benefits of the Company's success.

     In addition, on June 14, 2000, the Board of Directors
approved amendments to the Company's Bylaws which fix the maximum
number of directors at nine, provide for a staggered board
commencing at the 2001 annual meeting of shareholders and provide
that directors may only be removed for cause.  These amendments
are intended to further protect our shareholders in the event of
an abusive takeover attempt.

     Statements contained in this letter which are not historical
facts are forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995.  Such
forward-looking statements are subject to risks and uncertainties
(contained in the company's SEC filings) which could cause actual
results to differ.

                              Very truly yours,



                              Stoney M. Stubbs, Jr.
                              President and Chief Executive
Officer

Enclosure






              FROZEN FOOD EXPRESS INDUSTRIES, INC.

                        SUMMARY OF RIGHTS

                          July 6, 2000


      Each  holder  of shares of FROZEN FOOD EXPRESS  INDUSTRIES,
INC.  Common  Stock  as  of  June 26, 2000  (the  "Record  Date")
received a distribution on July 6, 2000 (the "Distribution Date")
of  a right to purchase one share (a "Right") per share of Common
Stock  in  accordance  with and pursuant to  a  Rights  Agreement
between the Company and Fleet National Bank dated as of June  14,
2000.   A  Right will also accompany each share of  Common  Stock
issued  following  the  Record Date.  Each  Right,  if  it  first
becomes exercisable, entitles the holder to purchase from  Frozen
Food  Express Industries, Inc. one share of Common  Stock  at  an
initial  exercise  price  of  $11.00  per  share  (the  "Exercise
Price"), subject to adjustment.

      Exercisability of Rights. Initially, the Rights will not be
exercisable or transferable apart from the shares of Common Stock
with  respect  to  which  they  were  distributed,  and  will  be
evidenced only by the certificates representing such shares.  The
Rights  will become exercisable and transferable apart  from  the
Common  Stock  on  a  date (the "Separation Date")  that  is  the
earlier  of  (i) the close of business on the tenth business  day
after the Stock Acquisition Date, defined as the first date of  a
public  announcement by the Company that a  person  or  group  of
affiliated  or associated persons has become an Acquiring  Person
(as  described below) or (ii) the close of business on such  date
as  a  majority of the Board of Directors shall determine,  which
date  shall follow the commencement of a tender or exchange offer
that,  if consummated, would result in a person or group becoming
an  Acquiring  Person.  The Rights will be exercisable  from  the
Separation  Date until the Expiration Date, which is the  earlier
of  (i) the close of business on the ten-year anniversary of  the
date  of the Rights Agreement (the "Final Expiration Date"), (ii)
the  date the Rights are redeemed by the Company, (iii) the  date
the  Rights  are  exchanged by the Company, or  (iv)  immediately
prior  to the effective time of a consolidation, merger or  share
exchange of the Company (A) into another corporation or (B)  with
another  corporation  in  which  the  Company  is  the  surviving
corporation  but  Common  Stock is  converted  into  cash  and/or
securities  of another corporation, in each case pursuant  to  an
agreement  entered  into  by  the  Company  prior  to   a   Stock
Acquisition Date, at which time the Rights will expire.

      A  person  or group becomes an Acquiring Person  when  such
person  or  group,  acquires  or obtains  the  right  to  acquire
beneficial  ownership  of  15% or more of  the  then  outstanding
shares of Common Stock, with certain exceptions described in  the
Rights  Agreement (including exceptions for shares owned  by  the
Company  or a subsidiary or employee benefit plan of the Company,
and  for  shares owned by any person who the Board  of  Directors
determines  inadvertently reached such 15%  beneficial  ownership
level and who promptly divests sufficient shares such that 15% or
greater beneficial ownership ceases).

      Transferability  of Rights.  Prior to the Separation  Date,
the  Rights  will not be transferable apart from  the  shares  of
Common Stock to which they are attached.  Thus, the surrender  or
transfer of any Common Stock certificate prior to that date  will
also  constitute the transfer of the Rights associated  with  the
shares  represented  by such certificate.  Until  the  Separation
Date  (or  earlier  redemption, exchange  or  expiration  of  the
Rights),  new Common Stock certificates issued after  the  Record
Date,  upon  transfer or new issuance of shares of Common  Stock,
will  contain  a notation incorporating the Rights  Agreement  by
reference.   Until  the Separation Date (or  earlier  redemption,
exchange or expiration of the Rights), the surrender for transfer
of any certificates for shares of Common Stock, outstanding as of
the  Record  Date, even without such notation  or  a  copy  of  a
Summary  of  Rights being attached thereto, will also  constitute
the  transfer of the Rights associated with the shares of  Common
Stock  represented by such certificate.  As soon  as  practicable
after  the Separation Date, separate certificates evidencing  the
Rights   ("Rights Certificates") will be mailed  to  each  record
holder  of shares of Common Stock as of the close of business  on
the  Separation  Date and, in certain circumstances,  holders  of
certain   shares  issued  after  the  Separation   Date.    Until
exercised,  the holders will not have any rights  of  holders  of
Common  Stock, including any rights to vote or receive  dividends
on the Common Stock.

      Flip-In Rights.  Upon the tender for or the acquisition  of
15%  of  the  Common  Stock by an Acquiring  Person  (a  "Flip-In
Event"),  each holder of a Right will thereafter have  the  right
(the  "Flip-In Right") to receive, upon exercise and  payment  of
the   Exercise  Price,  the  number  of  having  a  market  value
immediately  prior to the Flip-In Event equal to  two  times  the
then  current  Exercise  Price  of  the  Right  (the  "Adjustment
Shares");  provided, however, that if the quotient obtained  when
the  Exercise Price is divided by the Adjustment Shares  is  less
than  the par value of the Common Stock, the number of Adjustment
Shares shall be the quotient obtained when the Exercise Price  is
divided by the par value of the Common Stock.  Any Right that  is
(or,  in certain circumstances specified in the Rights Agreement,
was)  beneficially owned by an Acquiring Person (or  any  of  its
affiliates or associates, as defined) will become null  and  void
upon  the occurrence of the Flip-In Event.  Cash will be paid  in
lieu of fractional shares.

      For example, at the Exercise Price of $11 per Right, if any
person  becomes  the  beneficial owner of  15%  or  more  of  the
outstanding  Common Stock of the Company, thereafter  each  Right
(other  than Rights owned by such 15% Acquiring person or any  of
its  affiliates or associates, which will have become void) would
entitle its holder to purchase $22 worth of Common Stock for $11.
Assuming that the Common Stock had a per share value of $5.50  at
such  time,  each Right would effectively entitle its  holder  to
purchase four shares of Common Stock for $11.

      Flip-Over  Rights.   If, at any time  following  a  Flip-in
Event,  either (A) the Company is acquired in a merger  or  other
business  combination transaction, the Acquiring Person  controls
the  Board  of  Directors  of  the Company  and  either  (i)  the
investment of the shares owned by those other than the  Acquiring
Person  are  not identified to the shares owned by the  Acquiring
Person or (ii) the transaction is with the Acquiring Person or  a
related  party;  or (B) the Company sells or otherwise  transfers
more  than  50%  of its aggregate assets or earning  power  to  a
related  party  if  approved by Company  after  Acquiring  Person
Controls the Board of Directors of the Company, each holder of  a
Right  (except Rights previously voided as described above)  will
thereafter  have  the right (the "Flip-Over Right")  to  receive,
upon  exercise,  shares of common stock of the  Acquiring  Person
having  a  value equal to twice the Exercise Price of the  Right.
The   Flip-Over  Right  will  be  exercisable  apart  from,   and
regardless of the exercise or surrender of, the Flip-In Right.

     Redemption of the Rights.  At any time prior to the close of
business   on   the  tenth  business  day  following   a   public
announcement  that a party is an Acquiring Person, the  Board  of
Directors  may redeem the Rights in whole but not in  part  at  a
Redemption  Price  of  $.001  per Right.   Immediately  upon  any
redemption  of the Rights, the right to exercise the Rights  will
terminate and the only right of the holders of Rights will be  to
receive the Redemption Price.

      Exchange of the Rights.  At any time after a Flip-in Event,
the  Board  of Directors of the Company may exchange  the  Rights
(other  than Rights owned by such Acquiring Person or any of  its
affiliates or associates which have become void), in whole or  in
part,  for  Common Stock at an exchange ratio  of  one  share  of
Common Stock per Right.

      Adjustments.  The Exercise Price payable, and the number of
shares  of Common Stock or other securities or property issuable,
upon  exercise of the Rights are subject to adjustment from  time
to  time to prevent dilution (i) in the event of a stock dividend
on,  or  a subdivision, combination or reclassification  of   the
Common Stock, (ii) upon the grant to holders of the Common  Stock
of  certain  rights,  options or warrants  to  subscribe  for  or
purchase Common Stock at a price, or securities convertible  into
Common  Stock with a conversion price, less than the then current
market  price  of the Common Stock or (iii) upon the distribution
to  holders  of the Common Stock of evidences of indebtedness  or
assets  (excluding regular periodic cash dividends  paid  out  of
earnings  or retained earnings or dividends payable in shares  of
Common  Stock) or of subscription rights or warrants (other  than
those referred to above).

       Reserved   Shares/Substitution  of  Assets.   The   Rights
Agreement contemplates that the Company will reserve a sufficient
number  of  authorized but unissued shares  of  Common  Stock  to
permit  the  exercise of the right to exchange the Rights  should
the  Rights become exercisable. The Board of Directors  may  (and
under  certain circumstances is obligated to) issue other  equity
securities  or  assets  upon  the  exercise  of  the  Rights   if
sufficient shares of Common Stock are not available for  issuance
should the Rights become exercisable.  The Board of Directors may
make  adequate provision to substitute for the shares  of  Common
Stock which are not available for issuance upon exercise of  such
Rights  either  cash,  other  equity securities  of  the  Company
(including, without limitation, shares of Preferred Stock of  the
Company),  debt  securities of the Company, other  assets,  or  a
combination  of  the  foregoing, having an  aggregate  value  (as
determined  by  a  majority  of  the  Board  of  Directors  after
receiving advice from a nationally recognized investment  banking
firm)   equal  to  the  value  of  the  shares  of  Common  Stock
unavailable  for  issuance  upon  exercise  of  the  Rights.   In
addition, the Board of Directors, subject to certain limitations,
may  amend  the Rights to change the Exercise Price and therefore
the  number  of shares of Common Stock issuable upon exercise  of
the  Rights.  If the Company does not take such action within  30
days  following the later of a Flip-In Event or the date on which
the  Company's  right of redemption with respect  to  the  Rights
expires, then the Company will be required to deliver cash as the
substitute for the unavailable authorized shares of Common Stock.

     Amendment of the Rights Agreement.  At any time prior to the
Separation  Date, the Board of Directors may amend any  provision
of  the  Rights Agreement in any manner, including to change  the
Exercise Price, without the approval of the holders of the Common
Stock.  Thereafter, subject to certain limitations, the Board  of
Directors may amend the Rights Agreement without the approval  of
the  holders of the Common Stock so long as the interests of  the
holders  of  the  Rights  are not adversely  affected,  including
generally  (i) to shorten or lengthen any time period  under  the
Rights  Agreement  or  (ii) in any manner that  the  Board  deems
necessary  or desirable, so long as such amendment is  consistent
with  and  for  the purpose of fulfilling the objectives  of  the
Board of Directors in originally adopting the Rights Agreement.

      Independent  Director Review.  The Rights  Agreement  final
expiration  date is ten years from the Record Date.   However,  a
committee  of  the Company's Directors who are neither  officers,
employees  or  affiliates of the Company will review  the  Rights
Plan  at  least  every three years and, if a  majority  of  these
Directors  deems it appropriate, may recommend a modification  or
termination of the Rights Agreement.



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