EXHIBIT 10(B)

         AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK
          OPTION PLAN OF AMERICAN FREIGHTWAYS CORPORATION


     THIS AMENDMENT, made by the Board of Directors of American
Freightways Corporation (the "Company") is effective as of the date
indicated below.

                       W-I-T-N-E-S-S-E-T-H:

     WHEREAS, the Company sponsors the Amended and Restated 1993
Stock Option Plan of American Freightways Corporation (the "Plan"); and

     WHEREAS, Article XIX of the Plan authorizes the Board of
Directors of the Company to amend the Plan from time to time; and

     WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Plan's participants and
beneficiaries and the Company's shareholders to amend Article II of
the Plan to limit the number of shares any participant may receive
through the grant of options and stock appreciation rights in any
one year.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Effective January 20, 1999, Article II of the Plan is
amended by adding a new last paragraph to Article II to read as
follows:

          No one person participating in the Plan
          may receive Options, Stock Appreciation
          Rights or any combination thereof for more
          than 100,000 shares of Company stock in
          any one year.