EXHIBIT 10(F)
                                 
   AMENDMENT TO THE AMENDED AND RESTATED APPOINTED NON-EMPLOYEE
  DIRECTOR 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
Appointed Non-Employee Director Stock Option Plan of American
Freightways Corporation (the "Plan"); and

     WHEREAS, Section 5 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 Section 3 of
the Plan to move the automatic grant date under the Plan from the
first day of February of each year to the first day of January of
each year, unless otherwise specified by the Board.

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

     1.   Effective December 30, 1998, Section 3 of the Plan is
amended by deleting the first paragraph thereof and adding in its
place the following:

          3.   ELIGIBILITY.  Each person who shall
          have been appointed by the Board to fill
          an then-existing vacancy shall
          automatically be granted options to
          purchase 6,000 shares of the Company's
          common stock (subject to further
          adjustment as provided herein) as of the
          date of such appointment and on each
          succeeding first day in January (or such
          other time during the year as the Board
          may determine), beginning January 1, 2000,
          provided, that such automatic option
          grants shall be made only if the recipient
          director (i) is not otherwise an employee
          of the Company or any subsidiary on the
          date of grant, (ii) is a member of the
          Board of Directors on the date such option
          is granted.