EXHIBIT 4.17


                   AMENDMENT TO THE 1999 CHAIRMAN STOCK OPTION
                    PLAN OF AMERICAN FREIGHTWAYS CORPORATION
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     THIS AMENDMENT, made by the Compensation Committee and 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 1999 Chairman Stock Option Plan of
American Freightways Corporation (the "Plan"); and

     WHEREAS, paragraph 5 of Section 1 of the Plan authorizes the Committee and
the Board of Directors of the Company to amend the Plan from time to time; and

     WHEREAS, the Committee and 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 Chairman 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.

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