AMERICAN FREIGHTWAYS CORPORATION
                    AMERICAN FREIGHTWAYS, INC.
                        2200 Forward Drive
                        Harrison, AR 72601


                      LETTER AMENDMENT NO. 4
                                 
                          March 29, 1996


The Prudential Insurance Company
 of America
c/o Prudential Capital Group
1201 Elm St., Suite 4900
Dallas, Texas 75270

Ladies and Gentlemen:

     We refer to the Note Agreement dated as of November 3,
1991, as amended (the "AGREEMENT"), among the undersigned, American
Freightways Corporation (formerly known as Arkansas Freightways
Corporation) and American Freightways, Inc. (formerly known as
Arkansas Freightways, Inc.) and you.  Unless otherwise defined
herein, the terms defined in the Agreement shall be used herein as
therein defined.

     It is hereby agreed by you and us as follows:
     
     The Agreement is, effective the date first above written,
     hereby amended as follows:
     
     (a) PARAGRAPH 6A(3).  Paragraph 6A(3) is amended in full to
     read as follows:
     
          6(A)3.  FIXED CHARGE RATIO.  The Companies will not
     permit the ratio of Income Available for Fixed Charges (based
     on the four fiscal quarters prior to the date of
     determination) to Fixed Charges (based on the four fiscal
     quarters prior to the date of determination) to be less than
     (i) for the four fiscal quarters ended March 31, 1996, 1.80 to
     1.00, (ii) for the four fiscal quarters ended June 30, 1996
     and September 30, 1996, 1.65 to 1.00 and (iii) for the four
     fiscal quarters ended December 31, 1996, 1.80 to 1.00 and (iv)
     at any time thereafter, 2.00 to 1.00.

     On and after the effective date of this letter amendment, each
reference in the Agreement to "this Agreement", "hereunder",
"hereof", or words of like import referring to the Agreement, and
each reference in the Notes to "the Agreement", "thereunder",
"thereof", or words of like import referring to the Agreement,
shall mean the Agreement as amended by this letter amendment.  The
Agreement, as amended by this letter amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed.  The execution, delivery and
effectiveness of this letter amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power
or remedy under the Agreement nor constitute a waiver of any
provision of the Agreement.

     This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same letter amendment.

     If you agree to the terms and provisions hereof, please
evidence you agreement by executing and returning at least a
counterpart of this letter amendment to American Freightways
Corporation, American Freightways, Inc., 2200 Forward Drive,
Harrison, Arkansas 72601, Attention:  Stephen Bruffett.  This
letter amendment shall become effective as of the date first above
written when and if counterparts of this letter amendment shall
have been executed by us and you and you shall have entered into an
amendment to effect substantially the same change with respect to
the Amended and Restated Credit Agreement dated October 20, 1994,
between the Companies and NationsBank of Texas, N.A., as agent.

                                        Very truly yours,

                                        AMERICAN FREIGHTWAYS
                                         CORPORATION

                                        By  /s/Frank Conner
                                             Title:

                                        AMERICAN FREIGHTWAYS
                                         INC.

                                        By  /s/Frank Conner
                                             Title:
Agreed as of the date
     above written:

THE PRUDENTIAL INSURANCE COMPANY
 OF AMERICA


By  /s/Randall Kob
          Vice President