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<STREET1>5601 WEST WACO DRIVE
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<FILENAME>a12b-252005ver2.txt
<DESCRIPTION>12B-25
<TEXT>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                SEC FILE NUMBER
                                   000-50485

                                  CUSIP NUMBER
                                   153491105


(Check One):  X  Form 10-K     Form 20-F     Form 11-K     Form 10-Q
                 Form N-SAR     Form N-CSR

                  For Period Ended:December 31, 2005
                    Transition Report on Form 10-K
                    Transition Report on Form 20-F
                    Transition Report on Form 11-K
                    Transition Report on Form 10-Q
                    Transition Report on Form N-SAR
                  For the Transition Period Ended:



--------------------------------------------------------------------------------
Read  Instruction (on back page) Before  Preparing  Form.  Please Print or Type.
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.
--------------------------------------------------------------------------------

     If the  notification  relates  to a portion of the  filing  checked  above,
     identify the Item(s) to which the notification relates:



PART I - REGISTRANT INFORMATION

Central Freight Lines, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant

N/A
--------------------------------------------------------------------------------
Former Name if Applicable

5601 West Waco Drive
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Waco, Texas 76710
--------------------------------------------------------------------------------
City, State and Zip Code


================================================================================
SEC  1344 (07-03)  Persons who are to respond to the  collection of  information
     contained in this form are not required to respond unless the form displays
     a currently valid OMB control number.
================================================================================


<PAGE>

--------------------------------------------------------------------------------
PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

(a)  The reasons  described in reasonable  detail in Part III of this form could
     not be eliminated without unreasonable effort or expense;
(b)  The subject annual report,  semi-annual  report,  transition report on Form
     10-K, Form 20-F,  Form 11-K,  Form N-SAR or Form N-CSR, or portion thereof,
X    will be filed  on or  before  the  fifteenth  calendar  day  following  the
     prescribed due date; or the subject  quarterly report or transition  report
     on Form  10-Q,  or  portion  thereof,  will be filed on or before the fifth
     calendar day following the prescribed due date; and
(c)  The accountant's  statement or other exhibit required by Rule 12b-25(c) has
     been attached if applicable.


PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR,  N-CSR,  or the  transition  report portion  thereof,  could not be filed
within the prescribed time period.

Central  Freight  Lines,  Inc. (the  "Registrant")  is unable to file its Annual
Report on Form 10-K for the fiscal year ended  December 31, 2005 by the required
filing date of March 31, 2006 because, as previously  disclosed,  the Registrant
changed its  independent  registered  public  accounting  firm  effective  as of
January 31, 2006. Because the new independent  registered public accounting firm
was only  recently  engaged,  that firm is unable to  complete  its audit of the
Registrant's  financial statements by March 31, 2006 without unreasonable effort
and expense.  Attached hereto as Exhibit A is the statement of the  Registrant's
new independent  registered  public  accounting firm,  McGladrey & Pullen,  LLP,
required by Rule  12b-25(c).  The Registrant  currently  anticipates  filing the
Annual Report on Form 10-K by the extended due date under Rule 12b-25(b).


PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

             Jeff Hale                    (480)                     361-5295
--------------------------------------------------------------------------------
             (Name)                   (Area Code)             (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).
      X Yes     No
________________________________________________________________________________

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?   X  Yes    No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

Although the  Registrant  has not  finalized  its  financial  statements,  it is
anticipated  that (a) the  Registrant's  revenue for the quarter ending December
31, 2005 will be  approximately  $3.5  million more than revenue for the quarter
ended December 31, 2004, and (b) the Registrant's net loss for the quarter ended
December 31, 2005 will be  approximately  $0.4 million greater than the net loss
for the quarter ended December 31, 2004.



                                     Page 2

<PAGE>


It is anticipated that (a) the Registrant's  revenue for the year ended December
31, 2005 will be  approximately  $14.5  million  less than  revenue for the year
ended  December 31, 2004, and (b) the  Registrant's  net loss for the year ended
December 31, 2005 will be approximately  $16.6 million greater than the net loss
for the year ended December 31, 2004.


--------------------------------------------------------------------------------























                                     Page 3
<PAGE>

     Central  Freight Lines,  Inc. has caused this  notification to be signed on
its behalf by the undersigned hereunto duly authorized.


Date: April 3, 2006                             By:   /s/Jeff Hale
                                                      Senior Vice President and
                                                      Chief Financial Officer































                                     Page 4

<PAGE>
                                                                      EXHIBIT A


                      [MCGLADREY & PULLEN, LLP LETTERHEAD]
                                 Graphic Omitted




                                                                 March 31, 2006


Attn; Jeff Hale
Central Freight Lines, Inc.
5601 West Waco Drive
Waco, TX  76710

Dear Jeff:

     Because we were only recently engaged as the independent  registered public
accounting  firm for Central  Freight Lines,  Inc. (the  "Company"),  we will be
unable to complete our audit of the Company's financial  statements by March 31,
2006 without unreasonable effort and expense.

                                                     Very truly yours,


                                                    /s/ McGladrey & Pullen, LLP









                                     Page 5
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