AMERICAN FREIGHTWAYS CORPORATION
                    AMERICAN FREIGHTWAYS, INC.


                            SENIOR NOTE


No.  U-001
ORIGINAL PRINCIPAL AMOUNT:  $15,000,000
ORIGINAL ISSUE DATE:  January 30, 1995
INTEREST RATE:  8.85%
INTEREST PAYMENT DATES:  April 30, July 30, October 30 and January
30
FINAL MATURITY DATE:  January 30, 2005
PRINCIPAL INSTALLMENT  DATES  AND  AMOUNTS:   January   30,   2001,
          $3,000,000;  January  30, 2002, $3,000,000;  January  30,
          2003, $3,000,000; and January 30, 2004, $3,000,000.

      FOR  VALUE  RECEIVED,  the undersigned, American  Freightways
Corporation, a corporation organized and existing under the laws of
the  State of Arkansas ("AFC"), and American Freightways,  Inc.,  a
corporation organized and existing under the laws of the  State  of
Arkansas ("AFI", AFC and AFI are collectively referred to herein as
the "Companies"), hereby promise to pay to The Prudential Insurance
Company  of  America, or registered assigns, the principal  sum  of
FIFTEEN  MILLION DOLLARS ($15,000,000), payable in installments  on
the Principal Installment Dates and in the amounts specified above,
and  on the Final Maturity Date specified above in an amount  equal
to  the  unpaid  balance  of the principal  hereof,  with  interest
(computed on the basis of a 360-day year--30-day month) (a) on  the
unpaid  balance  thereof at the Interest Rate per  annum  specified
above, payable on each Interest Payment Date specified above and on
the  Final  Maturity  Date  specified above,  commencing  with  the
Interest  Payment Date next succeeding the date hereof,  until  the
principal hereof shall have become due and payable, and (b) on  any
overdue  payment (including any overdue prepayment)  of  principal,
any  overdue  payment of interest, and any overdue payment  of  any
Yield-Maintenance Amount (as defined in the Note Agreement referred
to  below), payable on each Interest Payment Date as aforesaid (or,
at  the  option of the registered holder hereof, on demand),  at  a
rate per annum from time to time equal to the greater of (i) 10.85%
or  (ii) 2% over the rate of interest publicly announced by  Morgan
Guaranty  Trust Company of New York from time to time in  New  York
City as its Prime Rate.

      Payments  of  principal of, and interest on, and  any  Yield-
Maintenance  Amount payable with respect to, this Note  are  to  be
made  at  the main office of Morgan Guaranty Trust Company  of  New
York  in New York City or at such other place as the holder  hereof
shall designate to the Companies in writing, in lawful money of the
United States of America.

      This  Note is one of a series of Senior Notes (herein  called
the "Notes") issued pursuant to a Master Shelf Agreement, dated  as
of  September  3, 1993, as amended (herein called the "Agreement"),
between  the  Companies  and The Prudential  Insurance  Company  of
America  and  is entitled to the benefits thereof.  As provided  in
the Agreement, this Note is subject to prepayment, in whole or from
time to time in part on the terms specified in the Agreement.

      This  Note  is  a  registered Note and, as  provided  in  the
Agreement,  upon  surrender  of  this  Note  for  registration   of
transfer, duly endorsed, or accompanied by a written instrument  of
transfer  duly  executed, by the registered holder hereof  or  such
holder's attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name  of,
the  transferee.   Prior  to due presentment  for  registration  of
transfer,  the  Companies may treat the person in whose  name  this
Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Companies shall not  be
affected by any notice to the contrary.

      In  case  an  Event of Default, as defined in the  Agreement,
shall  occur and be continuing, the principal of this Note  may  be
declared or otherwise become due and payable in the manner and with
the effect provided in the Agreement.



      This Note shall be construed and enforced in accordance  with
the laws of the State of Texas.


                         AMERICAN FREIGHTWAYS CORPORATION
                                                                   
                         BY:/s/James R. Dodd
                         Executive Vice President and
                         Chief Financial Officer


                         AMERICAN FREIGHTWAYS, INC.

                         BY:/s/James R. Dodd
                         Executive Vice President and
                         Chief Financial Officer