AMENDMENT NO. 1 TO

                                                                EXHIBIT 10.23(b)


                               AMENDMENT NO. 1 TO

                            INDEMNIFICATION AGREEMENT



         THIS AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT (this "Amendment"),
is made effective as of the 31st day of December, 2002 for the purpose of
amending and modifying that certain Indemnification Agreement (the
"Indemnification Agreement"), effective as of December 31, 2002, by and among
Central Freight Lines, Inc., a Nevada corporation ("Central Freight"), and
Central Refrigerated Service, Inc., a Nebraska corporation ("Central
Refrigerated"). Capitalized terms used but not defined in this Amendment shall
have the meaning ascribed thereto in the Indemnification Agreement.

         WHEREAS, the Indemnification Agreement recites that Central Freight and
Central Refrigerated are parties to a Separation Agreement pursuant to which
Central Refrigerated will cease to be the wholly-owned subsidiary of Central
Freight effective as of 12:00:01 a.m. Mountain Standard Time on January 1, 2003;

         WHEREAS, the separation occurred at 11:59 p.m. Mountain Standard Time
on December 31, 2002;

         WHEREAS, the parties hereto desire to amend the Indemnification
Agreement to correct the recital relating to the time of separation.

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual agreements set forth herein, the parties hereto agree as follows:

         1. The second recital of the Indemnification Agreement is hereby
amended and restated in its entirety to read as follows:

          "WHEREAS, pursuant to the terms of the Separation Agreement, Central
          Refrigerated will cease to be the wholly-owned subsidiary of Central
          Freight effective as of 11:59 p.m. Mountain Standard Time on December
          31, 2002."

         2. Except as explicitly modified or amended by this Amendment, all
terms, conditions, and provisions of the Indemnification Agreement shall
continue in full force and effect.

         3. This Amendment may be executed via facsimile or otherwise in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.











         IN WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the date first above written.

CENTRAL FREIGHT LINES, INC.,          CENTRAL REFRIGERATED SERVICE,
a Nevada corporation                  INC., a Nebraska corporation


By:  /s/ Xxxxxxx X. Xxxx              By:  /s/ Xxxxxx X. Xxxxxx
     Xxxxxxx X. Xxxx, Senior Vice          Xxxxxx Xxxxxx, Vice President of
     President and Chief Financial         Finance and Chief Financial Officer
     Officer