September __, 1998





Dear Shareholder:

     Your Board of Directors has voted to adopt a new shareholder
rights plan (the "Plan") pursuant to which the Company will
distribute one new Common Stock purchase right (a "Right") for each
share of American Freightways Corporation Common Stock outstanding
as of August 31, 1998 (the "Record Date").  Under the Plan each
shareholder of record as of that date will receive one Right for
each share of Common Stock held.  Initially the Right will not be
exercisable and will automatically trade with Common Stock.
Accordingly, separate Rights certificates will not be sent to you
at this time.

     The Plan and the Rights are described in more details in the
attached Summary of Rights to Purchase Shares of American
Freightways Corporation Common Stock.

     Your Board of Directors is taking this action to enhance
shareholder value.  The Plan requires that any potential acquiror
seeking to obtain control of American Freightways treat all
American Freightways shareholders fairly and equally and is
expected to deter the use of coercive takeover tactics.

     The Board has been considering adopting a plan for several
weeks.  The Board is not aware of any actual effort to acquire
control of American Freightways, and the new Plan is not being
adopted in response to any specific event.  We believe that the
current market price of American Freightways Common Stock and the
Company's prospects make the adoption of the Plan prudent at this
time.

     The Plan and the Rights will not in any way affect American
Freightways financial strength or interfere with its ongoing
business plans.  The dividend of the Rights is not currently
taxable to American Freightways or its shareholders.  The
distribution will not dilute your holdings or American Freightways'
reported earnings per share in any manner, nor will it change the
way American Freightways Common Stock is traded.

     The Board of Directors firmly believes the shareholder rights
plan is in the best interest of American Freightways and its
shareholders.

Sincerely,



F.S. Garrison
Chairman of the Board and CEO