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                                                                EXHIBIT 3(a)(ii)


                            ARTICLES OF AMENDMENT
                                      OF
                         CAROLINA FREIGHT CORPORATION

         The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its Articles of Incorporation:

         1.  The name of the Corporation is Carolina Freight Corporation.

         2.  The following amendments to the Articles of Incorporation of the
Corporation were adopted by its shareholders on the 3rd day of May, 1995, in
the manner prescribed by the North Carolina Business Corporation Act.
Shareholder approval was obtained for the following amendments as required by
the North Carolina Business Corporation Act.

                 (a)  The section or article numbered "1" of the Articles of
         Incorporation of the Corporation is amended so that, as amended, it
         shall read as follows:

                          "1.  The name of the Corporation is WorldWay
                 Corporation."

                 (b)  The section or article numbered "9" of the Articles of
         Incorporation of the Corporation is amended so that, as amended, it
         shall read as follows:

                          "9.  The number of directors constituting the Board
                 of Directors shall be not less than seven (7) nor more than
                 nine (9) as may be fixed or changed from time to time, within
                 the minimum and maximum, by the shareholders or by the Board
                 of Directors.  The Directors shall be divided into three
                 classes, as nearly equal in number as possible, to serve in
                 the first instance until the annual meeting of shareholders to
                 be held in 1983 (Class III), 1984 (Class II), and 1985 (Class
                 I), respectively, or until their successors shall be elected
                 and shall qualify, and thereafter the successors in each class
                 of directors shall be elected to serve for terms of three
                 years and until their successors shall be elected and shall
                 qualify.  In the event of any increase in the number of
                 directors, the
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                 additional directors shall be so classified that all classes
                 of directors shall be increased equally, as nearly as possible
                 and, in the event of any decrease in the number of directors,
                 all classes of directors shall be decreased equally, as nearly
                 as possible.  In the event of death, resignation, retirement,
                 removal or disqualification of a director during his elected
                 term of office, his successor shall be elected to serve only
                 until the expiration of the term of his predecessor."

         3.  These articles will become effective at 3:45 P.M. on May 3, 1995.

         This the 3rd day of May, 1995.

                                         CAROLINA FREIGHT CORPORATION


                                         By:__________________________________
                                             John B. Yorke, Esq., Vice President
                                             and General Counsel