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):
                                  June 16, 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 1.01  Entry into a Material Definitive Agreement.

On June 16, 2005,  Central Freight Lines,  Inc. (the "Company")  accelerated the
vesting of  substantially  all stock  options  outstanding  under the  Company's
Incentive Stock Plan that have exercise prices per share higher than the closing
price of the  Company's  stock on June 16,  2005,  which was  $2.49.  Options to
purchase  approximately  594,000  shares of the  Company's  common  stock became
exercisable immediately.

The  primary  purpose  of  the  accelerated  vesting  was  to  eliminate  future
compensation expense  (approximately  $1,700,000 beginning in 2006 and ending in
2013) the Company would otherwise  recognize in its statement of operations with
respect to these accelerated  options upon the adoption of Financial  Accounting
Standards  Board  Statement of Financial  Accounting  Standards No. 123 (Revised
2004),   Share-Based   Payment  ("SFAS  123R").  SFAS  123R  will  require  that
compensation  expense  associated  with  stock  options  be  recognized  in  the
statement of operations,  rather than as a footnote  disclosure in the Company's
consolidated  financial  statements.  The  acceleration  of the vesting of these
options  did not  result  in a charge  based on  generally  accepted  accounting
principles.






                                   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:   June 22, 2005                By:        /s/ Jeff Hale
                                                     Jeff Hale
                                                     Senior Vice President and
                                                     Chief Financial Officer