TREADCO, INC.
                                      
              Proxy Solicited by the Board of Directors for the
                Annual Meeting of Shareholders -- May 7, 1997


Richard F. Cooper, with the power of substitution and revocation, is hereby
authorized to represent the undersigned, with all powers which the
undersigned would possess if personally present, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
Arkansas Best Corporation to be held at 3801 Old Greenwood Road, Fort Smith,
Arkansas 72903, at 1:00 P.M. CDT on Wednesday, May 7, 1997, and at any
postponements or adjournments of that meeting, as set forth below, and in
their discretion upon any other business that may properly come before the
meeting.

This proxy will be voted as specified or, if no choice is specified, will be
voted FOR the election of the nominees named and FOR each of the other
proposals specified herein.

              ** CONTINUED AND TO BE SIGNED ON REVERSE SIDE **

                                  TREADCO, INC.
    PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. []


                                                   WITHHELD
                                         FOR all   from all   FOR all nominees,
                                                              except vote
                                                              withheld
                                         nominees  nominees   from the
                                                              following
                                                              nominee(s):
1.  Nominees:  William A. Marquard
               and Robert Gilbert            []        []       []
________________________________


                                            FOR    AGAINST   ABSTAIN


2.  To ratify the appointment of Ernst &
    Young LLP as the Company's independent
    certified public accountants.           []        []       []

PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN. WHERE
APPLICABLE, INDICATE OFFICIAL POSITION OR REPRESENTATIVE CAPACITY.

                                    Date: ___________________________

___________________________________
SIGNATURE

___________________________________
SIGNATURE

PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.