Exhibit 10.8 (a)


                             AMENDMENT NUMBER ONE TO
                        FFE TRANSPORTATION SERVICES, INC.
                                401(K) WRAP PLAN
                      (RESTATED EFFECTIVE FEBRUARY 1, 2000)

         WHEREAS, FFE Transportation Services, Inc., a Texas corporation,
(hereinafter referred to as "Company") previously established the FFE
Transportation Services, Inc. 401(k) Wrap Plan (Restated Effective February 1,
2000) for the benefit of a select group of its management and highly compensated
Employees and their Beneficiaries; and

          WHEREAS, the Company wishes to amend the Plan to limit the form of
distributions to Participants to cash, effective January 1, 2004; and

          WHEREAS, the Company has reserved the right to amend the Plan from
time to time.

          NOW, THEREFORE, the Company hereby amends the Plan as follows,
effective January 1, 2004:

         1. Plan Section 11.1 is amended and restated in its entirety to provide
as follows:

                  "11.1 PAYMENTS OF BENEFITS. Prior to commencement of
participation hereunder, a Participant shall have executed a Participant
Enrollment and Election Form, as required by Section 3.1. The terms of the
election form shall provide that the Participant agrees to accept a reduction in
Compensation and shall require the Participant to make certain elections
regarding the timing and form of payment of his benefit under this Plan.

         (A)      TIME OF PAYMENT. The benefit payable under this Plan shall be
                  distributed upon the occurrence of such event as the
                  Participant may elect from the following alternatives (the
                  "Distribution Date(s)"):

                  (1)      One (1) or more specified dates in the future;

                  (2)      The Participant's attainment of a specified age(s);
                           or

                  (3)      The Participant's termination of employment.

                  Notwithstanding the above, the Participant's benefit shall be
                  payable upon the death or Disability of the Participant. Any
                  death benefit payable under the Plan shall be payable to the
                  Participant's Beneficiary. If the Participant elects more than
                  one specified date for distribution of his Account, he will
                  also be required to designate the percentage of his Account
                  balance that shall be distributed on the respective dates.

         (B)      FORM OF PAYMENT. Payment of the nonforfeitable portion of the
                  benefits credited to each Participant's Account shall be made
                  in such form as the Participant may elect from the following
                  alternatives:

                  (1)      In a lump sum;





                  (2)      In monthly, quarterly or annual periodic payments for
                           a specified number of years, not in excess of ten
                           (10), where each payment shall be a fraction of the
                           Participant's Account balances as of the Valuation
                           Date immediately prior to the date each payment is to
                           be made, and where such fraction for each payment
                           shall be one (1) divided by the number of payments
                           remaining (including the current payment), and in
                           which event the unpaid balance shall continue to be
                           valued based upon the investment funds' or Phantom
                           Shares' most recent valuation as determined in
                           accordance with Article IX until it is distributed in
                           full; or

                  (3)      In a combination of the methods specified in Sections
                           11.1(B)(1) or (2).

                  The payment of the benefit due under this Plan shall begin as
                  soon as administratively feasible, but in no event later than
                  the sixtieth (60th) day following the Participant's
                  Distribution Date, death or Disability. The benefit payable
                  under this Plan on account of a Participant's termination of
                  employment, retirement, disability, or death shall be
                  distributed in cash, no later than sixty (60) days after the
                  earlier of such termination of employment, retirement,
                  incurrence of disability (as determined by the Committee), or
                  death. Any death benefit payable under the Plan shall be
                  payable to the Participant's Beneficiary."

         IN WITNESS WHEREOF, the Company has caused this amendment to be
executed in its name and on its behalf this 18th day of February, 2004.


                                               FFE TRANSPORTATION SERVICES, INC.


                                               By: /S/ STONEY M. STUBBS, JR.
                                                   -----------------------------