EXHIBIT 4.22


            AMENDMENT TO THE NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                   OF AMERICAN FREIGHTWAYS CORPORATION (1993)
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     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 1993 Non-Employee Director Stock Option
Plan of American Freightways Corporation (the "Plan"); and

     WHEREAS, paragraph 5 of Section 1 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 provide for the
treatment of options upon the occurrence of certain events.

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


1. Effective as of the date set forth below, the second paragraph of Section 3
(Recapitalizations and Reorganizations) shall be amended by adding at the end
thereof the following sentence:

          In the event of a merger or consolidation of the Company in which the
     Company does not survive and the agreement of merger or consolidation
     provides that outstanding options shall not terminate (or shall be
     substituted), unless otherwise provided in the agreement of merger or
     consolidation, (i) this Plan shall continue and be effective for purposes
     of administering options previously granted and remaining outstanding (or
     any substituted options), (ii) the successor company (or its parent) to
     such merger or consolidation shall assume the liabilities hereunder and
     thereunder, and (iii) notwithstanding paragraph 3E of Section 2, if an
     optionee resigns or is terminated as director of the Company as a result of
     or arising from such merger or consolidation of the Company, options
     granted prior to such resignation or termination (or any substituted
     options) shall continue to vest and shall remain exercisable for such time
     and in such manner as if the director had not resigned or been terminated,
     so long as the director agrees to be available to consult on matters
     affecting the Company or its successor for the remainder of the vesting
     period with respect to the options.

This amendment is executed and effective as of this 12th day of November, 2000.