AMENDMENT
                                   TO THE
                          ARKANSAS BEST CORPORATION
                              STOCK OPTION PLAN
                                      


     The Arkansas Best Corporation Stock Option Plan (the "Plan") is hereby
amended as follows:

     The Plan is hereby amended by deleting Section 4(b) in its entirety and
replacing it with the following:

          Members of the Committee shall be specified by the Board of
     Directors, and shall consist solely of Disinterested Directors and as
     such shall not be eligible to receive options to purchase Common Stock
     pursuant to Section 4(a) of the Plan.  On May 12, 1994, and on the first
     trading day after (i) January 1, 1995, and (ii) each January 1st
     thereafter, each Disinterested Director serving as a Committee Member
     shall automatically be granted non-qualified options to purchase 7,500
     shares of the Company's Common Stock at an exercise price per share
     equal to the closing price of the Common Stock on the date of such
     automatic grant.  This Section 4(b) shall not be amended more than once
     every six months, other than to comport with changes in the Code or the
     rules promulgated thereunder.
     
     IN WITNESS WHEREOF, Arkansas Best Corporation, acting by and through its
officers hereunto duly authorized, has executed this Amendment No. 2 to the
Plan, to be effective the ______ day of ________________, 1994.


                                   ARKANSAS BEST CORPORATION


                                   By: _______________________________

                                   Its: ______________________________