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                                  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):
                               September 24, 2004



                           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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<PAGE>



Section 7.  Regulation FD

  Item 7.01     Regulation FD Disclosure.

                Press release dated September 23, 2004.

Section 9. Financial Statements and Exhibits

  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 Press release announcing third quarter expectations.




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<PAGE>




                                    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: September 24, 2004                   By: /s/ Jeffrey A. Hale
                                               ------------------------------
                                               Jeffrey A. Hale
                                               Senior Vice President and
                                               Chief Financial Officer




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<PAGE>




                              EXHIBIT INDEX

            EXHIBIT
            NUMBER         EXHIBIT DESCRIPTION
            ------         -------------------------------------------------

            99.1 Press release announcing third quarter expectations.


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<PAGE>


       Central Freight Lines, Inc. Announces - Third Quarter Expectations

     WACO, Texas, September 23, 2004, /PR Newswire-FirstCall/ -- Central Freight
Lines,  Inc.  (Nasdaq:  CENF)  announced  today  that it expects  third  quarter
financial results to fall significantly short of expectations.

     President and Chief Executive  Officer,  Bob Fasso,  stated:  "The negative
trends Central  experienced  during the second quarter of 2004 continued  longer
than we had  anticipated.  During  the third  quarter,  we have  taken,  and are
continuing to take,  strong  corrective  actions that are designed to return the
Company to profitability. We believe the results of our actions are beginning to
show,  however,  the  improvements  are coming too late in the quarter to have a
significant  impact. As a result, we expect Central's  financial results for the
third quarter to be significantly below both our internal goal and the consensus
of published research analysts'  estimates.  For the third quarter,  we expect a
loss of  approximately  $.40 to $.45  per  share.  Our  expectation  is based on
preliminary  results  for July and August as well as  operating  trends  through
September 17 and our actual results could be different.

     LTL revenue per  hundredweight,  excluding fuel surcharges,  is expected to
improve  approximately  3.0% as compared to the second quarter of 2004, in large
part due to  changes  in our yield  management  program,  including  a change in
leadership. Total tonnage, however, is expected to decline by approximately 8.0%
per day compared  with the second  quarter of 2004.  This  compares  with a 5.4%
decrease in the same periods of the prior year. As a result,  we expect  revenue
for the quarter to be approximately $6 million lower than in the second quarter,
on one less working day.

     During late August,  we  consolidated  ten terminals  and  converted  seven
additional  terminals  into driver only  locations in our Midwest and  Northwest
operations.  We concurrently  reduced our personnel by approximately 300, and we
are presently  re-engineering  our linehaul runs in a manner that is expected to
further  reduce both  Company and third  party  movements.  As a result of these
initiatives,  salary,  wage, and purchased  transportation costs are expected to
decrease  considerably in the third quarter compared with the second quarter. We
expect  these  actions to have a positive  impact on our cost  structure  and to
improve customer service by reducing intermediate handling

     The cost  improvements  described above are expected to be more than offset
in  the  third   quarter  by  rising  costs  of  claims   relating  to  workers'
compensation,  cargo, and accident liability,  as well as an increase in general
expenses.  Overall, expenses are expected to be approximately the same as in the
second  quarter  of 2004.  Thus far the third  quarter  has  shown a  continuing
decline in performance through August, however we see the initial stages of what
we expect to be a significant  improvement  in  September.  The third quarter is
expected to end with over $97 million in stockholders' equity and a ratio of net
debt to net book capitalization below 35%.

     We would like to thank our loyal and hardworking employees who have been an
energizing and positive resource in addressing our improvement initiatives."

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<PAGE>

     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 the forward-looking  statements:  the risk that revenue growth may
be  delayed  or not  occur at all;  the risk  that we will not  achieve  pricing
increases  or that  pricing  decreases  will be required to generate  additional
business; the risk that efficiency and productivity measures,  including dynamic
resource planning programs,  will be further delayed or will not be successfully
implemented  throughout our  operations;  the risk that our cost control efforts
are not successful;  the risk that the corrective  actions we have taken in Q304
will not return the Company to  profitability  either in the near or  long-term;
the risk that the recent personnel  reductions and  re-engineering  our linehaul
runs will not result in decreases in salary, wage, and purchased  transportation
costs;  the risk that the recent  personnel  reductions and  re-engineering  our
linehaul runs will not have a positive  impact on our cost  structure or improve
customer  service;  the risk of  delays  in  achieving  improvements  as our new
management  personnel  are  integrated;  the risk  that  significant  geographic
expansion  has  produced or may produce  freight  imbalances,  customer  service
issues,  operational  issues,  or  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;  the risk that our results will
have negative  consequences on our ability to finance new tractors in connection
with our planned  fleet  upgrade or that the lender under our  revolving  credit
agreement  will  declare a default or impose  conditions  that would  impact our
liquidity;  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.

     For additional  information contact: Jeff Hale, Chief Financial Officer, at
(480) 361-5295.

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