

     As filed with the Securities and Exchange Commission on April 22, 2004

                                                   Registration No. 333-
===============================================================================

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

                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ___________________________


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

                    Nevada                       79-2914331
        (State or other jurisdiction of       (I.R.S. Employer
        incorporation or organization)     Identification Number)

                           ___________________________

                              5601 West Waco Drive
                                Waco, Texas 76710
   (Address, including zip code, of registrant's principal executive offices)

                           ___________________________


                 Central Freight Lines, Inc. 401(k) Savings Plan
                            (Full title of the plan)

                           ___________________________


                                 Robert V. Fasso
                      Chief Executive Officer and President
                           Central Freight Lines, Inc.
                              5601 West Waco Drive
                                Waco, Texas 76710
                                 (254) 772-2120
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ___________________________

                         Calculation of Registration Fee

<TABLE>
===================================================================================================================================

    Title of Each Class of            Amount to be           Proposed Maximum            Proposed Maximum          Amount of
  Securities to be Registered         Registered(1)(2)   Offering Price Per Share(3)  Aggregate Offering Price   Registration Fee
------------------------------------  ----------------- ---------------------------  ------------------------   -----------------
<S>                                   <C>                      <C>                      <C>                        <C>
Common Stock, $0.001 par value
 per share............................1,000,000 shares         $  11.475                 $  11,475,000              $  1,454

===================================================================================================================================
</TABLE>
(1)  The  1,000,000  shares  of  Common  Stock  represents  an  estimate  of the
     presently  undeterminable  number  of  shares  that may be  purchased  with
     employee  contributions  pursuant to the Central Freight Lines, Inc. 401(k)
     Savings Plan. In addition, pursuant to Rule 416(c) under the Securities Act
     of 1933, as amended  ("Securities  Act"), this Registration  Statement also
     covers an indeterminable amount of interests to be offered or sold pursuant
     to the Savings Plan.

(2)  Pursuant to Rule 416(a) of the Securities Act, this Registration  Statement
     shall also cover any additional  shares of the Company's  Common Stock that
     become issuable under the Central  Freight Lines,  Inc. 401(k) Savings Plan
     by reason of any stock splits, stock dividends, or similar transactions.

(3)  Calculated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act on
     the basis of $11.475  per share,  which was the average of the high and low
     prices of the Common Stock as quoted on the Nasdaq National Market on April
     16, 2004.
===============================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     Not required to be filed with the Securities and Exchange  Commission  (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

     Central Freight Lines, Inc. (the "Company") will provide participants, upon
written or oral request and without charge, a copy of the documents incorporated
by reference in Item 3 of Part II,  which are  incorporated  by reference in the
Section  10(a)  prospectus,  and  all  documents  required  to be  delivered  to
employees  pursuant to Rule 428(b) under the  Securities  Act.  Request for such
documents  should be directed to Central  Freight  Lines,  Inc.,  5601 West Waco
Drive, Waco, Texas 76710, Attention: Human Resource Department, telephone number
(254) 741-5241.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Commission are incorporated  herein
by reference and made a part hereof:

     1. The Company's annual report on Form 10-K for the year ended December 31,
2003, filed with the Commission on March 30, 2004; and

     2. The  description  of the Company's  common  stock,  $0.001 par value per
share, contained in the Company's Registration Statement on Form 8-A, filed with
the  Commission  on  November  26,  2003 (File No.  000-50485)  pursuant  to the
Securities Exchange Act of 1934 (the "Exchange Act").

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c),  14, or 15(d) of the  Exchange  Act  after the date of this  Registration
Statement and prior to the filing of a  post-effective  amendment that indicates
that all  securities  offered  hereby  have  been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated  or deemed to be  incorporated  by  reference  herein)  modifies or
supersedes such earlier statement.  Any such statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

Item 4.  Description of Securities

     Not applicable.

<PAGE>
Item 5.  Interests of Named Experts and Counsel

     The  validity  of the Common  Stock will be passed  upon for the Company by
Scudder Law Firm, P.C.,  L.L.O.  Certain members of Scudder Law Firm own, in the
aggregate, 100,000 shares of the Company's common stock. Heidi Hornung-Scherr, a
member of Scudder Law Firm, serves as a director of Central  Receivables,  Inc.,
the special purpose subsidiary established by the Company in connection with its
receivables securitization facility. Earl Scudder, a member of Scudder Law Firm,
served as one of the Company's  directors from its founding in 1997 to September
2003.

Item 6.  Indemnification of Directors and Officers

     Article VII of the Company's Amended and Restated Articles of Incorporation
(the  "Articles")  provide that the Company's  directors  and officers  shall be
indemnified  against liabilities they may incur while serving in such capacities
to the fullest extent allowed by the Nevada General  Corporation Law. Under this
indemnification  provision,  the Company is required  to  indemnify  each of its
directors and officers  against any reasonable  expenses  (including  attorneys'
fees, judgments, fines, and amounts paid in settlement) actually incurred by him
or her in the defense of any threatened,  pending, or completed action, suit, or
proceeding, whether civil, criminal,  administrative, or investigative, to which
he or she was made a party,  by  reason  of the fact  that he or she is or was a
director or officer of the Company or while a director or officer of the Company
is or was serving at the Company's request as a director,  officer, employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise  unless  it  is  ultimately   determined  by  a  court  of  competent
jurisdiction that his or her acts or omissions involved intentional  misconduct,
fraud,  or a knowing  violation of law and were material to the cause of action.
To the extent not prohibited by law, the Company will advance expenses  incurred
by  directors  or officers in  defending a civil or criminal  action,  suit,  or
proceeding  upon  receipt of an  undertaking  by or on behalf of such officer or
director to repay such advances if a court of competent jurisdiction established
that his or her acts or omissions involved intentional  misconduct,  fraud, or a
knowing  violation of law and were material to the cause of action.  The Company
may provide additional indemnification entitled under any law, bylaw, agreement,
vote of  stockholders  or  disinterested  directors  or  otherwise.  The Company
maintains  insurance for  directors  and officers for  liability  they may incur
while serving in such capacities or arising out of his or her status as such.

     Under the applicable statutory  provisions,  the Company may indemnify each
of its  directors  and  officers  against  any  reasonable  expenses  (including
attorneys'  fees,  judgments,  fines,  and amounts paid in settlement)  actually
incurred  by him or her in the  defense  of any  action,  suit,  or  proceeding,
whether civil, criminal,  administrative,  or investigative,  to which he or she
was made a party,  or in defense  of any claim,  issue,  or matter  therein,  by
reason of the fact that he or she is or was a director or officer of the Company
or was serving at the Company's  request as a director,  officer,  employee,  or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise  unless  it  is  ultimately   determined  by  a  court  of  competent
jurisdiction that he or she failed to act in a manner he or she believed in good
faith to be in, or not opposed to, the best  interests of the Company,  and with
respect to any criminal  proceeding,  had reasonable cause to believe his or her
conduct was lawful. The statutory  provisions further state that to the extent a
director or officer has been successful on the merits or otherwise in defense of
any action,  suit, or  proceeding  as set forth above,  or defense of any claim,
issue,  or matter  therein,  the  Company is required  to  indemnify  him or her
against expenses (including attorneys' fees).

     Article VII of the Company's  Articles  eliminates,  to the fullest  extent
permitted by law, the  liability of directors and officers for monetary or other
damages for breach of fiduciary  duties to the Company and its stockholders as a
director or officer.

Item 7.  Exemption from Registration Claimed

     Not applicable.

                                      II-2
<PAGE>
Item 8.  Exhibits
<TABLE>
        Exhibit No.          Description
        -----------          ------------
        <S>                  <C>
                4.1          Company's Amended and Restated Articles of Incorporation (incorporated by
                             reference to Exhibit 4.2(b) of the Company's Registration Statement on Form S-
                             1 (Registration No. 333-109068)).

                4.2          Company's Bylaws (incorporated by reference to Exhibit 4.3 of the Company's
                             Registration Statement on Form S-1 (Registration No. 333-109068)).

                4.3          Central Freight Lines, Inc. 401(k) Savings Plan (incorporated by reference to Exhibit
                             10.1(a) of the Company's Registration Statement on
                             Form S-1 (Registration No. 333-109068)).

                4.4          First Amendment to Central Freight Lines, Inc. 401(k) Savings Plan (incorporated by
                             reference to Exhibit 10.1(b) of the Company's Registration Statement on Form S-1
                             (Registration No. 333-109068)).

                5.1          Opinion of Scudder Law Firm, P.C., L.L.O. (filed herewith).

                5.2          Internal Revenue Service Determination Letter (filed herewith).

               23.1          Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5.1).

               23.2          Consent of KPMG LLP (filed herewith).

               24.1          Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
Item 9. Undertakings

     (a) The undersigned Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement.

Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  section  13 or  section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                                      II-3
<PAGE>
          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Waco, State of Texas on April 21, 2004.

                                  CENTRAL FREIGHT LINES, INC.



                                  By:    /s/ Robert V. Fasso
                                  Name:  Robert V. Fasso
                                  Title: Chief Executive Officer and President



                                      II-4
<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby appoints Robert V. Fasso,
Jeffrey A. Hale,  Earl H.  Scudder,  and Mark A.  Scudder,  and each of them, as
attorneys-in-fact  with  full  power  of  substitution,   to  execute  in  their
respective  names,  individually  and in each capacity stated below, any and all
amendments (including post-effective  amendments) to this Registration Statement
as the  attorney-in-fact  and to file any  such  amendment  to the  Registration
Statement, exhibits thereto, and documents required in connection therewith with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
their substitutes, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection  therewith,  as fully
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and their  substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



        Signature and Title                                       Date
        -------------------                                       -----


/s/ Robert V. Fasso                                           April 21, 2004
Robert V. Fasso
President, Chief Executive Officer; and Director
(principal executive officer)


/s/ Jeffrey A. Hale                                           April 21, 2004
Jeffrey A. Hale
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)


/s/ Jerry Moyes                                               April 21, 2004
Jerry Moyes
Chairman of the Board of Directors


--------------------------------                              April 21, 2004
Duane W. Acklie
Director


/s/ John Breslow                                              April 21, 2004
John Breslow
Director


/s/ Porter J. Hall                                            April 21, 2004
Porter J. Hall
Director


--------------------------------                              April 21, 2004
Gordan W. Winburne
Director

                                      II-5

<PAGE>

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of Waco,  State of Texas on April  21,
2004.


                            CENTRAL FREIGHT LINES, INC.
                            401(k) SAVINGS PLAN


                            By:   /s/ Robert V. Fasso
                            Name: Robert V. Fasso, on behalf of Central Freight
                                  Lines, Inc. as the Plan Administrator








                                      II-6
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
  Exhibit No.      Description
  -----------      -----------
  <S>              <C>
     4.1           Company's Amended and Restated Articles of Incorporation (incorporated by reference to
                   Exhibit 4.2(b) of the Company's Registration Statement on Form S-1 (Registration No.
                   333-109068)).

     4.2           Company's Bylaws (incorporated by reference to Exhibit 4.3 of the Company's
                   Registration Statement on Form S-1 (Registration No. 333-109068)).

     4.3           Central Freight Lines, Inc. 401(k) Savings Plan (incorporated by reference to Exhibit
                   10.1(a) of the Company's Registration Statement on Form S-1 (Registration No. 333-
                   109068)).

     4.4           First Amendment to Central Freight Lines, Inc. 401(k) Savings Plan (incorporated by
                   reference to Exhibit 10.1(b) of the Company's Registration Statement on Form S-1
                   (Registration No. 333-109068)).

     5.1           Opinion of Scudder Law Firm, P.C., L.L.O. (filed herewith).

     5.2           Internal Revenue Service Determination Letter (filed herewith).

    23.1           Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5.1).

    23.2           Consent of KPMG LLP (filed herewith).
</TABLE>










                                      II-7




