
Request for Withdrawal


                           CENTRAL FREIGHT LINES, INC.
                              5601 West Waco Drive
                             Waco, Texas 76702-2638

                                February 4, 2003


VIA EDGAR

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Mr. Max A. Webb

Re:  Registration Statement on Form S-1

Registration No. 333-77947

Ladies and Gentlemen:

     In accordance  with Rule 477(a)  promulgated  under the  Securities  Act of
1933, as amended (the "Act"),  Central  Freight Lines,  Inc. (the  "Registrant")
hereby  respectfully  requests that the Securities and Exchange  Commission (the
"Commission")  consent  to  the  withdrawal  of  the  Registrant's  Registration
Statement on Form S-1, file number  333-77947  (the  "Registration  Statement").
Please note that the Registration Statement has not yet been declared effective,
and that no shares of the  Registrant's  Class A Common Stock,  par value $0.001
per share, have been offered or sold pursuant to the Registration Statement. The
Company has elected to withdraw in lieu of amending the Registration  Statement.
The Company  intends to file a new  Registration  Statement  with the Commission
shortly.

     The Registrant requests, in accordance with Rule 457(p) under the Act, that
all  fees  paid  to  the  Commission  in  connection  with  the  filing  of  the
Registration  Statement  be  credited to the  Registrant's  account to be offset
against the filing fee for any future  registration  statement  or  registration
statements.  Should you have any  questions or require  additional  information,
please call Mark Scudder of Scudder Law Firm, P.C., L.L.O at (402) 435-3223.

                           Very truly yours,

                           CENTRAL FREIGHT LINES, INC.


                           By:   /s/ Jeffrey A. Hale
                              ----------------------------
                           Name:  Jeffrey A. Hale
                           Title: Vice President-Finance and Chief Financial
                                  Officer


