AMENDMENT
                                   TO THE
                          ARKANSAS BEST CORPORATION
                              STOCK OPTION PLAN


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

     1.   The Plan is hereby amended by replacing the number "2,000,000" with
the number "3,000,000" in the first sentence of Section 3.

     2.   The  Plan is hereby amended by replacing the second  sentence  in
Section 5 in its entirety with the following:

           "Beginning with the Company's regular Board of Directors'  meeting
     in  January,  1998,  and  at each regular Board  of  Directors'  January
     meeting  thereafter, each Disinterested Director serving as a  Committee
     member  shall automatically be granted nonqualified options to  purchase
     10,000  shares  of the Company's Common Stock.  In the  event  that  the
     Company  does not have a regular Board of Directors' meeting in  January
     of  any  year,  then the automatic grant shall be made as  of  the  last
     trading  day  of  that January.  The exercise price per share  shall  be
     equal  to  the  closing price of the Common Stock on the  date  of  such
     automatic grant."

     IN WITNESS WHEREOF, Arkansas Best Corporation, acting by and through its
officers hereunto duly authorized, has executed this Amendment to the Plan to
be effective on the _ _ _ day of May, 1997.




                              ARKANSAS BEST CORPORATION



                              By:
                                   -------------------------------------
                                   Robert A. Young III
                                   President and Chief Executive Officer