EXHIBIT 3.5
                                 -----------
            AMENDMENT TO SECTION 5 OF ARTICLE III OF THE BY-LAWS
                                    OF
                     FROZEN FOOD EXPRESS INDUSTRIES, INC.

                                 ARTICLE III
                                  VACANCIES

         Section 5. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by election at any annual or special meeting of the shareholders
called for that purpose or may be filled by the affirmative vote of a majority
of the remaining directors, though less than a quorum of the Board of Direc-
tors. A director elected by the shareholders to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. A director
appointed by the Board of Directors to fill a vacancy may, at the option of
the Board, be appointed for (a) a term of office continuing only until the
next election of one or more directors by the shareholders or (b) the
unexpired term of his predecessor in office.  A directorship to be filled by
reason of an increase in the number of directors may be filled by election at
an annual or special meeting of shareholders called for that purpose or may be
filled by the Board of Directors for a term of office continuing only until
the next election of one or more directors by the shareholders; provided that
the Board of Directors may not fill more than two such directorships during
the period between any two successive annual meetings of shareholders.


                                          By: /s/Stoney M. (Mit) Stubbs, Jr.
                                              ------------------------------
                                              Stoney M. Stubbs, Jr.
                                              Chairman of the Board and
                                              Chief Executive Officer
                                              (Principal Executive Officer)

ATTEST:

        /s/ Leonard W. Bartholomew
        --------------------------
        Leonard W. Bartholomew
        Secretary

ADOPTED:  March 25, 2003