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 Act of 1934

                                 March 16, 2005
- -------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)

                           Central Freight Lines, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 Nevada                            00050485                       74-2914331
 ------                            --------                       ----------

(State or other jurisdiction      (Commission                   (IRS Employer
of incorporation or               File number)                   Identification
organization)                                                    Number)

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

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

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.

99.1 Press Release dated March 16, 2005.


                                   SIGNATURES


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:    March 16, 2005           By:  /s/ Jeffrey A. Hale
                                  Name:  Jeffrey A. Hale
                                  Title:  Senior Vice President
                                          and Chief Financial Officer


                                       2




                                INDEX TO EXHIBITS


 Exhibit No.               Description

     99.1                  Press Release dated March 16, 2005.


                                       3



                       CENTRAL FREIGHT LINES, INC. REPORTS
                        FOURTH QUARTER, FULL YEAR RESULTS


Waco,  TX  (PR  Newswire)  -  March  16,  2005 -  Central  Freight  Lines,  Inc.
(Nasdaq/NMS:  CENF) announced today its financial and operating  results for the
quarter and year ended December 31, 2004.  Central also announced  today that it
recently  entered into a new four-year,  $70.0 million credit facility with Bank
of America,  N.A., replacing its previous revolving credit facility and accounts
receivable   securitization  facility  and  providing  Central  with  additional
liquidity.

For the fourth quarter of 2004, Central's operating revenue was $85.5 million on
60 working  days,  compared to operating  revenue of $89.5 million on 59 working
days for the fourth quarter of 2003.  Revenue per working day decreased 6.1% and
total tons hauled per working day decreased  7.4% for the fourth quarter of 2004
compared to the same period in 2003.  LTL  revenue per  hundredweight  increased
2.4% from $11.79 in the 2003  quarter to $12.07 in the 2004  quarter,  due to an
increase in fuel  surcharge  revenue.  Excluding  fuel  surcharge  revenue,  LTL
revenue per hundredweight was down 3.8% in the 2004 quarter compared to the 2003
quarter.

A net loss of $8.9  million,  or $0.49 per diluted  share,  was  realized in the
fourth  quarter  of 2004.  This net loss  included  a  non-cash  charge  of $2.9
million, or $0.16 per diluted share,  related to the write-off of a deferred tax
asset.  Pro forma income from  continuing  operations  for the fourth quarter of
2003 was $2.2 million, or $0.17 per diluted share, using a pro forma tax rate of
approximately  39%. Prior to November 1, 2003,  Central was an S corporation and
federal income tax attributes flowed directly to stockholders.

For the full year 2004,  operating  revenue  amounted to $386.6 million,  a 0.8%
decrease from the $389.7 million in 2003. A net loss of $20.5 million,  or $1.14
per diluted  share,  was  reported  for 2004,  compared to pro forma income from
continuing operations of $8.4 million, or $0.69 per diluted share, in 2003.

At  December  31,  2004,  Central's  balance  sheet  reflected  $2.1  million in
unrestricted  cash,  $20.8 million in restricted  cash that served as collateral
for letters of credit under  Central's prior credit  facility,  $55.7 million in
long-term debt and capital lease  obligations,  including  current portion,  and
$28.1 million in short term debt, of which $20.8  million  represented  the cash
collateral  for  letters of credit.  Stockholders'  equity was $89.9  million at
December  31,  2004.  The Company had net capital  expenditures,  primarily  for
revenue equipment,  of $10.4 million during the fourth quarter. During full year
2004,  net capital  expenditures  totaled $32.5  million,  primarily for revenue
equipment  and the  purchase of the Phoenix  terminal in the second  quarter for
$7.1  million,  plus an  additional  $9.3  million  relating to the  purchase of
certain  assets of Eastern  Oregon  Fast  Freight  in March  2004.  Net  capital
expenditures  for 2005 are  expected  to be in the  range  of $4  million  to $7
million.

Central's  President and Chief Executive  Officer,  Bob Fasso,  commented on the
Company's  results:  "Our goal for the fourth quarter was to obtain  significant
improvement in the operating  ratio over the third  quarter,  despite three less
working days and the seasonal drop in revenue per day. We achieved this goal, as
our operating  ratio improved 250 basis points to 108.4% from 110.9% between the
third and fourth quarter of 2004.

"From  the  third   quarter  of  2004  to  the  fourth,   wages  and   purchased
transportation  per working day  declined  12.1% and 14.5%,  respectively,  on a
10.7% drop in tons  handled per day.  Workers'  compensation  expense  decreased
40.7% per day,  as lost time  injuries  compared  to hours  worked in the fourth
quarter of 2004 were lower than any other  quarter in 2004 or 2003. In addition,
cargo claim expense dropped 29.0% per day in the fourth quarter of 2004 compared
to the third quarter.

                                       4


"LTL revenue per hundredweight, excluding fuel surcharge, was down 0.5% from the
third to fourth  quarter of 2004, due primarily to a 1.6% increase in weight per
LTL shipment.  Tons per day dropped 10.7% for the same period. In 2003, the drop
in tons per day from the  third to the  fourth  quarter  was 5.0%.  Although  we
expect to retain our constant focus on cost control, our primary emphasis in the
near term is on tonnage  and yield  growth,  so as to  effectively  utilize  our
excess capacity in  infrastructure  and rolling stock. Our enhanced focus on our
service  product over the past several  quarters has paid off, as service levels
are at their highest in seven years,  which  provides  Central's  customers with
service  levels  that we believe  are  competitive  with any LTL  carrier in our
regions.

"While much work remains to be done to return  Central's  results to  acceptable
levels,  we believe the  sequential  improvements  from the third quarter to the
fourth  demonstrate  measurable  gains  and a step in the  right  direction.  In
addition,  based on improvements in labor,  customer service, and claims that we
are currently  experiencing,  we expect  modest  sequential  improvement  in our
operating  ratio in the first  quarter of this year  versus the fourth  quarter,
despite the seasonal effects on revenue and costs."

New Credit Facility

After reporting the above results,  Mr. Fasso discussed the execution on January
31, 2005 of a new  four-year,  $70.0 million  senior  secured  revolving  credit
facility and letter of credit  sub-facility with Bank of America,  N.A. The Bank
of America  facility  replaced the Company's  prior credit facility and accounts
receivable  securitization facility with SunTrust Bank, each of which was set to
expire in 2005. With respect to the Bank of America facility,  Mr. Fasso stated,
"The  Bank  of  America  facility  offers  a  long-term  agreement,   additional
availability,  and more  flexible  financial  covenants  than our former  credit
facility."


Update on Section 404 of the Sarbanes-Oxley Act

Currently, in accordance with Section 404 of the Sarbanes-Oxley Act, Central and
its  independent  auditors are in the process of completing  the  evaluation and
assessment of the  effectiveness of Central's  internal  controls over financial
reporting.  While this process is not yet  complete,  Central has noted  certain
material weaknesses in internal controls relating to revenue and inventory.  The
control  weakness  in revenue  relates to the  failure to have  certain  billing
entries  reviewed  by a second  party for  accuracy  after  they are input  into
Central's  billing  system and the  absence  of a control  to ensure  changes to
customer  contracts are entered into the billing  system timely and  accurately.
Further,  in  conducting  an  inventory  audit in January  2005,  a $0.5 million
discrepancy  in  inventory  was  discovered,  which  was noted as  involving  an
additional  material  weakness.  The material  weakness in the internal controls
over the  revenue  process  is not  expected  to have an impact on the  reported
year-end financial results. The $0.5 million adjustment to inventory noted above
was recorded in fourth  quarter 2004  results.  Management  will report on these
weaknesses  in its 10-K,  and Central  expects its  auditors to issue an adverse
opinion on the effectiveness of the Company's internal controls because of these
two areas. At this time,  management can not provide assurances that it will not
determine  that  additional  material  weaknesses  exist  as  it  completes  its
evaluation  and  assessment  of the  effectiveness  of  internal  controls  over
financial reporting.

Year-End Reporting

Central also  reported  today that the filing of its Annual  Report on Form 10-K
for the year ended December 31, 2004 would be delayed pending  completion of the
evaluation and assessment of interanal  contols over financial  reporting.  As a


                                       5

result, Central expects to file a Form 12b-25 (Notification of Late Filing) with
the Securities and Exchange  Commission  seeking a 15-day  extension to file its
Annual Report. Central expects to file its Annual Report by March 31, 2005.

Central  Freight  Lines,  Inc.  is  a  non-union   less-than-truckload   carrier
specializing in regional overnight and second day markets. One of the 10 largest
regional LTL carriers in the nation,  Central provides regional,  interregional,
and  expedited  services,  as  well  as  value-added  supply  chain  management,
throughout the Midwest,  Southwest, West Coast and Pacific Northwest.  Utilizing
marketing  alliances,  Central  provides  service  solutions to the Great Lakes,
Northeast, Southeast, Mexico and Canada.

This press  release  contains  forward-looking  statements  that  involve  risk,
assumptions,  and uncertainties  that are difficult to predict.  Statements that
constitute  forward-looking  statements are usually  identified by words such as
"anticipates,"   "believes,"   "estimates,"   "projects,"   "expects,"  "plans,"
"intends," or similar  expressions.  These  statements  are made pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Such  statements  are based upon the  current  beliefs and  expectations  of our
management  and are  subject  to  significant  risks and  uncertainties.  Actual
results may differ from those set forth in the forward-looking  statements.  The
following factors, among others, could cause actual results to differ materially
from those in  forward-looking  statements:  the risk that revenue growth may be
delayed or not occur at all;  the risk that  improvements  in revenue  yield and
tonnage  growth  may be  delayed  or not occur at all;  the risk  that  service,
safety,  and  productivity  measures  will be  further  delayed  or will  not be
successfully   implemented   throughout  our  operations;   the  risk  that  our
cost-cutting  measures may have  unintended  and  unforeseen  consequences  that
adversely  affect our business;  the risk that our geographic  expansion  during
2003 and 2004 will  continue to produce  freight  imbalances,  customer  service
issues,  operational  issues,  and  other  consequences  that we  cannot  manage
successfully on a timely basis or at all; the risk that our insurance and claims
costs will continue to exceed our expectations and will not return to acceptable
levels  on a timely  basis or at all;  the risk that we will be unable to obtain
the  financing  we are seeking or that it will not be  available  on  acceptable
terms;  the risk that operating losses and negative cash flows will continue and
will have a material and adverse result;  the risk that additional  deficiencies
in our  internal  controls  may be reported as a result of testing our  year-end
procedures;  the risk that our  capital  expenditures  may exceed the amounts we
expect;  the risk  that  our new  credit  facility  may not  provide  all of the
liquidity  we need,  particularly  if we fail to comply with all  financial  and
other  covenants;  and the risks  detailed from time to time in reports filed by
the Company with the Securities and Exchange  Commission,  including  forms 8-K,
10-Q, 10-K, and our registration statement on Form S-1.


Corporate Contact:
Jeff Hale, Chief Financial Officer
(480) 361-5295
jhale@centralfreight.com


                                       6




                   CENTRAL FREIGHT LINES, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            (Unaudited, dollars in thousands, except per share data)



                                                                       Quarters ended                    Years ended
                                                                December 31,     December 31,    December 31,    December 31
                                                                   2004             2003            2004            2003
                                                                   ----             ----            ----            ----
                                                                                                         

Working Days
                                                                    60               59              253             253
                                                                    ---              ---             ---             ---
Operating revenues                                              $ 85,511         $ 89,535        $ 386,601       $ 389,696
                                                                 -------          -------         --------        --------
Operating expenses:
  Salaries, wages and benefits*                                   48,672           47,781          222,230         205,393
  Purchased transportation                                         8,839            9,580           42,152          38,113
  Purchased transportation - related parties                       2,739            2,617           14,571          18,582
  Operating and general supplies and expenses                     21,318           15,352           82,702          66,144
  Operating and general supplies and expenses - related parties       49                -              274              12
  Insurance and claims                                             4,710            3,496           24,496          16,057
  Building and equipment rentals                                   1,148              693            4,297           3,181
  Building and equipment rentals - related parties                   449              649            1,795           1,903
  Deprecation and amortization                                     4,771            3,747           17,049          16,605
                                                                 -------            -----         --------        --------
      Total operating expenses                                    92,695           83,915          409,566         365,990
                                                                 -------           ------         --------        --------
  (Loss) income from operations                                   (7,184)           5,620          (22,965)         23,706
Other expense:
  Interest expense                                                  (497)            (611)          (1,469)         (3,547)
  Interest expense - related parties                              (1,522)          (1,475)          (6,197)         (6,130)
                                                                 -------          -------         --------        --------
      (Loss) income before income taxes                           (9,203)           3,534          (30,631)         14,029
Income tax:
  Income tax benefit (expense)                                       301          (11,144)          10,159         (11,593)
                                                                 -------          -------         --------        --------
      (Loss) income from continuing operations                    (8,902)          (7,610)         (20,472)          2,436
Loss from discontinued operations                                      -           (8,341)               -          (8,341)
                                                                 -------          -------         --------        --------
      Net (loss)                                                $ (8,902)        $(15,951)      $  (20,472)      $  (5,905)
                                                                 =======          =======         ========        ========
Pro forma C Corporation data (unaudited):
  Historical income before income taxes                         $      -         $  3,534       $        -          14,029
  Pro forma income tax expense                                         -           (1,378)               -          (5,666)
                                                                 -------          -------         --------        --------
  Pro forma income from continuing operations                          -            2,156                -           8,363
  Loss from discontinued operations                                    -           (8,341)               -          (8,341)
                                                                 -------          -------         --------        --------
  Pro forma net (loss) income                                    $     -         $ (6,185)      $        -       $      22
                                                                 =======          =======         ========        ========

Loss per share:
  Basic:                                                         $ (0.49)        $      -       $    (1.14)      $       -
  Diluted:                                                         (0.49)               -            (1.14)              -
Pro forma income (loss) per share:
  Basic:
    Income from continuing operations                            $     -         $   0.18       $        -       $    0.75
    Loss from discontinued operations                                  -            (0.69)               -           (0.75)
    Net (loss) income                                                  -            (0.51)**             -               -**
  Diluted:
    Income from continuing operations                            $     -         $   0.17       $        -       $    0.69
    Loss from discontinued operations                                  -            (0.64)               -           (0.69)
    Net (loss) income                                                  -            (0.47)**             -               -**
Weighted average outstanding shares (in thousands):
  Basic                                                           18,179           12,127           17,971          11,163
  Diluted                                                         18,179           13,060           17,971          12,103
<FN>
* YTD 2003 includes a $7,799 gain resulting from amendments to a benefit plan.
** Calculation based on pro forma net (loss) income.
</FN>



                                       7



                   CENTRAL FREIGHT LINES, INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                     December 31, 2004 and December 31, 2003
            (Unaudited, dollars in thousands, except per share data)



                                 Assets                                       2004                 2003
                                                                                             
                                                                          ------------         -------------
Cash                                                                      $   2,144            $  37,269
Restricted cash                                                              20,825                    -
Accounts receivable                                                          51,582               51,864
Other current assets                                                          8,655                8,298
Deferred income taxes                                                        13,871                4,588
                                                                          ------------         -------------
                     Total current assets                                    97,077              102,019
Property and equipment, net                                                 135,274              114,693
Goodwill                                                                      4,324                4,324
Other assets                                                                  7,761                2,113
                                                                          ------------         -------------
                    Total assets                                          $ 244,436            $ 223,149
                                                                          ============         =============
                  Liabilities and stockholders' equity
Current maturities of long term-debt                                      $  10,958               $6,375
Notes payable                                                                28,108                    -
Trade accounts payable                                                       23,835               15,391
Payables for related party transportation services                              988                1,020
Accrued expenses                                                             22,360               25,728
                                                                          ------------         -------------
                  Total current liabilities                                  86,249               48,514
Long-term debt, excluding current maturities                                 21,884               19,988
Related party financing                                                      22,852               23,154
Other liabilities                                                            23,517               23,055
                                                                          ------------         -------------
                  Total liabilities                                         154,502              114,711
                                                                          ------------         -------------
Total stockholders' equity                                                   89,934              108,438
                                                                          ------------         -------------
Total liabilities and stockholders' equity                                $ 244,436            $ 223,149
                                                                          ============         =============



                                       8



                   CENTRAL FREIGHT LINES, INC AND SUBSIDIARIES
                              OPERATING STATISTICS
               (Amounts in thousands except where indicated by *)




                                                       Quarters ended                           Years ended
                                              December 31,   December 31,              December 31,    December 31,
                                                2004           2003       % Change        2004            2003         % Change
                                                ----           ----       --------        ----            ----         --------
                                                                                                         

Operating Ratio                                 108.4%          93.7%                      105.9%          93.9%
Working days                                       60             59         1.7%            253           253              0.0%
LTL bills                                      737.87         819.43       -10.0%       3,511.44       3,750.06            -6.4%
Total bills                                    747.03         828.79        -9.9%       3,549.98       3,789.05            -6.3%
LTL tons                                       329.45         359.63        -8.4%       1,560.65       1,624.79            -3.9%
Total tons                                     409.20         434.58        -5.8%       1,908.62       1,962.89            -2.8%
LTL revenue per hundredweight*                $ 12.07        $ 11.79         2.4%       $  11.63       $  11.37             2.3%
LTL weight per bill (in pounds)*                  893            878         1.7%            889            867             2.5%
Average length of haul (in miles)*                489            475         2.9%            478            442             8.1%
Fuel surcharge as a % of total revenue*           8.3%           2.4%                        5.4%           2.6%



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