EXHIBIT (a)(3)

                         NOTICE OF GUARANTEED DELIVERY

                       To Tender Shares of Common Stock
                           and Associated Rights of

                       American Freightways Corporation

                       Pursuant to the Offer to Purchase
                            dated November 20, 2000

                                      of

                                   FDX, Inc.

                         a wholly-owned subsidiary of
                               FedEx Corporation

   This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if the shares of Common Stock of American
Freightways Corporation and all other documents required by the Letter of
Transmittal cannot be delivered to the Depositary by the expiration of the
Offer. Such form may be delivered by hand, facsimile transmission, telex or
mail to the Depositary. See Section 4 of the Offer to Purchase.

                       The Depositary for the Offer is:

                         EQUISERVE TRUST COMPANY, N.A.


                                                              
         By Mail:                     By Overnight Courier:                     By Hand:
EquiServe Trust Company, N.A.       EquiServe Trust Company, N.A.        EquiServe Trust Company,
       P.O. Box 9573               Attention: Corporate Actions            N.A. c/o Securities
  Boston, MA 02205-9573               40 Campanelli Drive                 Transfer & Reporting
                                      Braintree, MA 02184                  Services, Inc. 100
                                                                        Williams Street--Galleria
                                         By Facsimile:                   New York, NY 10038
                                        (781) 575-4826

                                     Confirm By Telephone:
                                        (781) 575-4816


Ladies and Gentlemen:

   The undersigned hereby tenders to FDX, Inc. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of FedEx Corporation, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
November 20, 2000 and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, shares of
Common Stock, par value $.01 per share, and associated rights (the "Shares"),
of American Freightways Corporation, an Arkansas corporation, pursuant to the
guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase.


Certificate Numbers (if available)                      SIGN HERE


- -------------------------------------     -------------------------------------
                                                        Signature


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                                          -------------------------------------
If shares will be tendered by book-                     (Address)
entry transfer:


Number of Shares tendered
                          -----------     -------------------------------------
                                                (Name(s)) (Please Print)
Name of Tendering Institution


- -------------------------------------     -------------------------------------
                                                       (Zip Code)


Account Number
               ----------------------     -------------------------------------
                                            (Area Code and Telephone Number)

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                                   GUARANTEE

                   (Not to be used for signature guarantee)

   The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association,
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange
Medallion Signature Program (MSP) or any other "eligible guarantor
institution" (as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended), guarantees (a) that the above named
person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4
under the Securities Exchange Act of 1934, (b) that such tender of Shares
complies with Rule 14e-4 and (c) to deliver to the Depositary the Shares
tendered hereby, together with a properly completed and duly executed
Letter(s) of Transmittal and certificates for the Shares to be tendered or an
Agent's Message (as defined in the Offer to Purchase) in the case of a book-
entry delivery, and any other required documents, all within three Nasdaq
National Market trading days of the date hereof.


           ---------------------------------------------------------
                                (Name of Firm)

           ---------------------------------------------------------
                            (Authorized Signature)

           ---------------------------------------------------------
                                    (Name)

           ---------------------------------------------------------
                                   (Address)

           ---------------------------------------------------------
                                  (Zip Code)

           ---------------------------------------------------------
                       (Area Code and Telephone Number)

Dated:       , 20  .

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