UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                February 22, 2005




                           CENTRAL FREIGHT LINES, INC.
             (Exact name of registrant as specified in its charter)



   Nevada                           000-50485                    74-2914331
State or other jurisdiction        (Commission                 (IRS Employer
  of incorporation)                File Number)            Identification No.)


                 5601 West Waco Drive, Waco, TX                76710
           (Address of principal executive offices)         (Zip Code)


                                 (254) 772-2120
              (Registrant's telephone number, including area code)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


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Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
     Appointment of Principal Officers.

     On February 22, 2005,  Gordan W. Winburne  informed  Central Freight Lines,
Inc. (the  "Company") that he was declining to stand for re-election as a member
of the  Company's  Board of  Directors  in  order to focus on other  commitments
related  to his  primary  occupation.  A copy  of the  letter  delivered  by Mr.
Winburne to Jerry Moyes,  the  Company's  Chairman of the Board,  is provided as
Exhibit 99.1 to this Form 8-K.

     Mr.  Winburne  has  served on the Board of  Directors  since the  Company's
initial public  offering in December 2003. Mr. Winbune will continue to serve on
the  Board of  Directors  for the  remainder  of his  term,  which  will  expire
following  the 2005  Annual  Meeting  of  Stockholders.  The  Company  currently
anticipates  that the 2005  Annual  Meeting of  Stockholders  will be held on or
about May 3, 2005.

Item 9.01 Financial Statements and Exhibits.

     (a)  Financial statement of business acquired.

          Not  applicable.

     (b)  Pro forma financial information.

          Not  applicable.

     (c)  Exhibits:

   EXHIBIT
   NUMBER         EXHIBIT DESCRIPTION

   99.1           Letter from Gordan W. Winburne to Jerry Moyes dated February
                  22, 2005.


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                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     CENTRAL FREIGHT LINES, INC.


Date:   February 25, 2005            By: /s/ Jeff Hale
                                          Jeff Hale
                                          Senior Vice President and
                                          Chief Financial Officer



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                                  EXHIBIT INDEX



     EXHIBIT
     NUMBER       EXHIBIT DESCRIPTION

     99.1         Letter from Gordan W. Winburne to Jerry Moyes dated February
                  22, 2005.

                                       4