Exhibit 5.1

                          May 7, 1999

American Freightways Corporation
2200 Forward Drive
Harrison, Arkansas 72601

     Re:  REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK
          PAR VALUE $0.01 PER SHARE, OFFERED PURSUANT TO THE
          AMERICAN FREIGHTWAYS CORPORATION AMENDED AND
          RESTATED 1993 STOCK OPTION PLAN

Ladies and Gentlemen:

     We are acting as counsel to American Freightways Corporation,
an Arkansas corporation (the "Company") in connection with the
registration under the Securities Act of 1933, as amended, of
2,000,000 additional shares (the "Shares") of common stock, par
value $0.01 per share, of the Company to be issued pursuant to the
American Freightways Corporation Amended and Restated 1993 Stock
Option Plan (the "Plan").

     We have examined such documents, records, and matters of law
as we have deemed necessary for purposes of this opinion.  Based on
such examination and on the assumptions set forth below, we are of
the opinion that the Shares to be offered and sold, when issued and
delivered in accordance with the terms and provisions of the Plan,
against receipt of the consideration provided for therein, will be
validly issued, fully paid, and nonassessable.

     In rendering this opinion, we have (i) assumed and have not
independently verified (a) the due authorization, execution and
delivery of the Plan, (b) that all signatures on all certificates
and other documents examined by us are genuine, and that, where any
such signature purports to have been made in a corporate,
governmental or other capacity, the person who affixed such
signature to such certificate or other document had authority to do
so, and (c) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents
submitted to us as copies, and (ii) as to certain factual matters,
relied upon certificates of public officials and of the Company and
its officers and have not independently checked or verified the
accuracy of the factual statements contained therein.  In addition,
our examination of matters of law has been limited to the laws of
the State of Arkansas and the federal laws of the United States of
America, in each case in effect on the date hereof.

     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                              Very truly yours,



                              /s/ Kutak Rock