<PAGE>
                                            Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
           __________________________________________

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                AMERICAN FREIGHTWAYS CORPORATION
     (Exact name of Registrant as specified in its charter)

          Arkansas                            74-2391754
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification Number)

                       2200 Forward Drive
                    Harrison, Arkansas 72601
                         (870) 741-9000
                (Address, including zip code, of
                  principal executive offices)
             _____________________________________

                AMERICAN FREIGHTWAYS CORPORATION
                1999 CHAIRMAN STOCK OPTION PLAN

                AMERICAN FREIGHTWAYS CORPORATION
               1999 EMPLOYEE STOCK PURCHASE PLAN
                   (Full title of the plans)
             ______________________________________

                          Frank Conner
                       2200 Forward Drive
                    Harrison, Arkansas 72601
                         (870) 741-9000
  (Name and address, including zip code, and telephone number,
           including area code, of agent for service)

                 Copies of all correspondence to:
                                 
                         Richard N. Massey
                            Kutak Rock
                      425 West Capitol Avenue
                            Suite 1100
                    Little Rock, Arkansas 72201
                          (501) 975-3000
            ________________________________________
<PAGE>
                CALCULATION OF REGISTRATION FEE

                             Proposed      Proposed         
  Title of       Amount      Maximum       Maximum         
 Securities       To Be      Offering      Aggregate       Amount of
    to be       Registered     Price       Offering      Registration
 Registered                  Per Share       Price           Fee
                                                 
Common Stock,   1,750,000    $17.35(3)   $30,362,500(3)   $8,440.78
  $0.01 Par     shares(2)    
  Value(1)

     (1)  Includes associated share purchase rights pursuant to a
Rights Agreement adopted by American Freightways Corporation (the
"Company").

     (2)  Represents the aggregate number of shares of the Common
Stock, par value $.01 per share, of the Company issuable under the
American Freightways Corporation 1999 Chairman Stock Option Plan
(the "Chairman Plan") and the American Freightways Corporation 1999
Employee Stock Purchase Plan (the "Stock Purchase Plan").  Pursuant
to Rule 416, there are also registered hereunder an indeterminate
amount of interests to be offered or sold pursuant to the Stock
Purchase Plan and such indeterminate number of additional shares as
may become subject to the Chairman Plan and the Stock Purchase Plan
as a result of the antidilution provisions contained therein,
respectively.

     (3)  This calculation is estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(c) and (h)
under the Securities Act of 1933.  The registration fee for the
250,000 shares of Common Stock which may be issued pursuant to the
Chairman Plan and for the 1,500,000 shares of Common Stock which
may be issued pursuant to the Stock Purchase Plan is based upon the
high and low sales price for the Common Stock, $17.35, on May 3,
1999, as prescribed by Rule 457(c).

            ________________________________________

                              PART I

                        EXPLANATORY NOTE

     The information called for by Part I of Form S-8 is included
in the Summary Plan Description of the American Freightways
Corporation 1999 Chairman Stock Option Plan (the "Chairman Plan")
and the Summary Plan Description of the American Freightways
Corporation 1999 Employee Stock Purchase Plan (the "Stock Purchase
Plan") to be delivered to persons eligible to purchase shares
pursuant to the Chairman Plan or the Stock Purchase Plan,
respectively.  Pursuant to the Note to Part I of Form S-8, that
information is not being filed with or included in this Form S-8.
<PAGE>

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by American Freightways
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference as of their
respective dates of filing:

     (1)  The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;

     (2)  The description of the Company's Common Stock contained
in the Company's Registration Statement of February 26, 1991, as
amended and supplemented by the description contained in Amendment
No. 1 to the Company's Registration Statement on Form S-1 filed
with the Commission on March 7, 1991 (Commission File No. 33-
38997); and

     (3)  The description of the Rights Agreement contained in the
Registration Statement on Form 8-A dated September 9, 1998.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares of the Company's Common Stock being
registered hereunder is being passed upon for the Company by Kutak
Rock, 425 West Capitol Avenue, Suite 1100, Little Rock, Arkansas
72201.

Item 6.   Indemnification of Directors and Officers.

     As permitted by the Arkansas Business Corporation Act, Article
Seventh of the Company's Second Amended and Restated Articles of
Incorporation provide that the directors, officers and employees of
the Company may be indemnified as follows:

     (a)  The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the Company) by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the
<PAGE>
Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to be
the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

     (b)  The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to
the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in paragraph
(a) or (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     (d)  Any indemnification under paragraph (a) or (b) (unless
ordered by a court) shall be made by the Company only as authorized
in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in paragraphs (a) or (b).  Such determination
shall be made (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3)
by the shareholders.

     (e)  Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of such
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company
as authorized in this Article 7.

     (f)  The indemnification provided by this Article 7 shall not
be deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a
person.
<PAGE>
     (g)  The Company shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of this
Article 7.

     (h)  The powers and duties of the Company to indemnify any
person under this Article 7 shall apply with equal force whether an
action, suit, or proceeding is threatened or commenced in this
State or outside this State.

     Reference is made to Article Seventh of the Second Amended and
Restated Articles of Incorporation of the Company.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

               5.1  Opinion of Kutak Rock (filed herewith).

               23.1 Consent of Kutak Rock (included in the opinion
               filed as Exhibit 5 herewith).

               23.2 Consent of Ernst & Young LLP (filed herewith)

               24.1 Powers of Attorney (filed herewith).

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made of the securities registered hereby,
          a post-effective amendment to this registration
          statement:

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act;

               (ii)  To reflect in the prospectus any facts or
          events arising after the effective date of this
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in this  registration statement.
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424 (b), if in the aggregate,
          the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table in
          the effective registration statement; and

               (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in this registration statement or any material
          change to such information in this registration
          statement;
<PAGE>
               provided; however, that the undertakings set forth
          in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
          if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to
          the Commission by the registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are
          incorporated by reference in this registration statement.

               (2)  That, for the purpose of determining any
          liability under the Securities Act, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering
          thereof.

               (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of the
          offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities  (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Harrison, State of Arkansas, on May 7, 1999.

                              AMERICAN FREIGHTWAYS CORPORATION



                              By: /s/  Frank Conner
                               -------------------------------
                               Frank Conner
                               Executive Vice President
                                 Accounting & Finance,
                               Chief Financial Officer and Director
                               (Principal Accounting Officer)

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:



      Signature                 Title                  Date
      ---------                 -----                  ----
          
/s/ F. S. Garrison    Chairman of the Board of    May 7, 1999
--------------------  Directors and
(F. S. Garrison)      Chief Executive Officer
                      (Principal Executive
                      Officer)
                      
/s/ Frank Conner      Executive Vice President-   May 7, 1999
--------------------  Accounting & Finance,
(Frank Conner)        Chief Financial Officer
                      and Director
                      (Principal Accounting
                      Officer)
                      
/s/ Tom Garrison      Director                    May 7, 1999
--------------------
(Tom Garrison)

/s/ Will Garrison     Director                    May 7, 1999
--------------------
(Will Garrison)


*John Paul            Director                    May 7, 1999
Hammerschmidt
--------------------
(John Paul
Hammerschmidt)

*T. J. Jones          Director                    May 7, 1999
--------------------
(T. J. Jones)

*Ken Reeves           Director                    May 7, 1999
--------------------
(Ken Reeves)
<PAGE>
*William Stiritz      Director                    May 7, 1999
--------------------
(William Stiritz)

*Doyle Z. Williams    Director                    May 7, 1999
--------------------
(Doyle Z. Williams)



      Pursuant to the requirements of the Securities Act  of  1933,
the  American Freightways Corporation 1999 Employee Stock  Purchase
Plan  has  duly caused this Registration Statement to be signed  on
its  behalf  by  the undersigned, each of whom is a member  of  the
Compensation  Committee of the Board of Directors of  the  Company,
thereunto  duly  authorized,  in the City  of  Harrison,  State  of
Arkansas, on May 7, 1999.


*John Paul Hammerschmidt
------------------------
(John Paul Hammerschmidt)

*T. J. Jones
------------------------
(T. J. Jones)

*Ken Reeves
------------------------
(Ken Reeves)

      The  undersigned, by signing his name hereto, does  sign  and
execute  this  Registration Statement as of this 7th  day  of  May,
1999, pursuant to the Powers of Attorney executed on behalf of  the
above-named  officers  and  directors and  contemporaneously  filed
herewith with the Securities and Exchange Commission.

*By: /s/ Frank Conner
   --------------------------
   (Frank Conner)
   Attorney-in-Fact
<PAGE>
                       INDEX TO EXHIBITS


Number         Exhibit
------         -------
5.1            Opinion of Kutak Rock (filed herewith).

23.1           Consent  of Kutak Rock (included in the opinion  in
               Exhibit 5).

23.2           Consent of Ernst & Young LLP (filed herewith)

24.1           Powers of Attorney (filed herewith).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21193}]
{"company-data": {"conformed-name": "AMERICAN FREIGHTWAYS CORP", "cik": "0000846729", "assigned-sic": "4213", "irs-number": "742391754", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78013", "film-number": "99613680"}, "business-address": {"street1": "2200 FORWARD DR", "city": "HARRISON", "state": "AR", "zip": "72601", "phone": "5017419000"}, "mail-address": {"street1": "2200 FORWARD DR", "city": "HARRISON", "state": "AR", "zip": "72601"}}
Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
           __________________________________________

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                AMERICAN FREIGHTWAYS CORPORATION
     (Exact name of Registrant as specified in its charter)

          Arkansas                            74-2391754
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification Number)

                       2200 Forward Drive
                    Harrison, Arkansas 72601
                         (870) 741-9000
                (Address, including zip code, of
                  principal executive offices)
             _____________________________________

                AMERICAN FREIGHTWAYS CORPORATION
                1999 CHAIRMAN STOCK OPTION PLAN

                AMERICAN FREIGHTWAYS CORPORATION
               1999 EMPLOYEE STOCK PURCHASE PLAN
                   (Full title of the plans)
             ______________________________________

                          Frank Conner
                       2200 Forward Drive
                    Harrison, Arkansas 72601
                         (870) 741-9000
  (Name and address, including zip code, and telephone number,
           including area code, of agent for service)

                 Copies of all correspondence to:
                                 
                         Richard N. Massey
                            Kutak Rock
                      425 West Capitol Avenue
                            Suite 1100
                    Little Rock, Arkansas 72201
                          (501) 975-3000
            ________________________________________
CALCULATION OF REGISTRATION FEE

                             Proposed      Proposed         
  Title of       Amount      Maximum       Maximum         
 Securities       To Be      Offering      Aggregate       Amount of
    to be       Registered     Price       Offering      Registration
 Registered                  Per Share       Price           Fee
                                                 
Common Stock,   1,750,000    $17.35(3)   $30,362,500(3)   $8,440.78
  $0.01 Par     shares(2)    
  Value(1)

     (1)  Includes associated share purchase rights pursuant to a
Rights Agreement adopted by American Freightways Corporation (the
"Company").

     (2)  Represents the aggregate number of shares of the Common
Stock, par value $.01 per share, of the Company issuable under the
American Freightways Corporation 1999 Chairman Stock Option Plan
(the "Chairman Plan") and the American Freightways Corporation 1999
Employee Stock Purchase Plan (the "Stock Purchase Plan").  Pursuant
to Rule 416, there are also registered hereunder an indeterminate
amount of interests to be offered or sold pursuant to the Stock
Purchase Plan and such indeterminate number of additional shares as
may become subject to the Chairman Plan and the Stock Purchase Plan
as a result of the antidilution provisions contained therein,
respectively.

     (3)  This calculation is estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(c) and (h)
under the Securities Act of 1933.  The registration fee for the
250,000 shares of Common Stock which may be issued pursuant to the
Chairman Plan and for the 1,500,000 shares of Common Stock which
may be issued pursuant to the Stock Purchase Plan is based upon the
high and low sales price for the Common Stock, $17.35, on May 3,
1999, as prescribed by Rule 457(c).

            ________________________________________

                              PART I

                        EXPLANATORY NOTE

     The information called for by Part I of Form S-8 is included
in the Summary Plan Description of the American Freightways
Corporation 1999 Chairman Stock Option Plan (the "Chairman Plan")
and the Summary Plan Description of the American Freightways
Corporation 1999 Employee Stock Purchase Plan (the "Stock Purchase
Plan") to be delivered to persons eligible to purchase shares
pursuant to the Chairman Plan or the Stock Purchase Plan,
respectively.  Pursuant to the Note to Part I of Form S-8, that
information is not being filed with or included in this Form S-8.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by American Freightways
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference as of their
respective dates of filing:

     (1)  The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;

     (2)  The description of the Company's Common Stock contained
in the Company's Registration Statement of February 26, 1991, as
amended and supplemented by the description contained in Amendment
No. 1 to the Company's Registration Statement on Form S-1 filed
with the Commission on March 7, 1991 (Commission File No. 33-
38997); and

     (3)  The description of the Rights Agreement contained in the
Registration Statement on Form 8-A dated September 9, 1998.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares of the Company's Common Stock being
registered hereunder is being passed upon for the Company by Kutak
Rock, 425 West Capitol Avenue, Suite 1100, Little Rock, Arkansas
72201.

Item 6.   Indemnification of Directors and Officers.

     As permitted by the Arkansas Business Corporation Act, Article
Seventh of the Company's Second Amended and Restated Articles of
Incorporation provide that the directors, officers and employees of
the Company may be indemnified as follows:

     (a)  The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the Company) by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the
Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to be
the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

     (b)  The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to
the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in paragraph
(a) or (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     (d)  Any indemnification under paragraph (a) or (b) (unless
ordered by a court) shall be made by the Company only as authorized
in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in paragraphs (a) or (b).  Such determination
shall be made (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3)
by the shareholders.

     (e)  Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of such
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company
as authorized in this Article 7.

     (f)  The indemnification provided by this Article 7 shall not
be deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a
person.
(g)  The Company shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of this
Article 7.

     (h)  The powers and duties of the Company to indemnify any
person under this Article 7 shall apply with equal force whether an
action, suit, or proceeding is threatened or commenced in this
State or outside this State.

     Reference is made to Article Seventh of the Second Amended and
Restated Articles of Incorporation of the Company.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

               5.1  Opinion of Kutak Rock (filed herewith).

               23.1 Consent of Kutak Rock (included in the opinion
               filed as Exhibit 5 herewith).

               23.2 Consent of Ernst & Young LLP (filed herewith)

               24.1 Powers of Attorney (filed herewith).

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made of the securities registered hereby,
          a post-effective amendment to this registration
          statement:

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act;

               (ii)  To reflect in the prospectus any facts or
          events arising after the effective date of this
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in this  registration statement.
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424 (b), if in the aggregate,
          the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table in
          the effective registration statement; and

               (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in this registration statement or any material
          change to such information in this registration
          statement;
provided; however, that the undertakings set forth
          in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
          if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to
          the Commission by the registrant pursuant to Section 13
          or Section 15(d) of the Exchange Act that are
          incorporated by reference in this registration statement.

               (2)  That, for the purpose of determining any
          liability under the Securities Act, each such
          post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering
          thereof.

               (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of the
          offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities  (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Harrison, State of Arkansas, on May 7, 1999.

                              AMERICAN FREIGHTWAYS CORPORATION

                              By: /s/  Frank Conner
                               -------------------------------
                               Frank Conner
                               Executive Vice President
                                 Accounting & Finance,
                               Chief Financial Officer and Director
                               (Principal Accounting Officer)

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:

      Signature                 Title                  Date
      ---------                 -----                  ----
          
/s/ F. S. Garrison    Chairman of the Board of    May 7, 1999
--------------------  Directors and
(F. S. Garrison)      Chief Executive Officer
                      (Principal Executive
                      Officer)
                      
/s/ Frank Conner      Executive Vice President-   May 7, 1999
--------------------  Accounting & Finance,
(Frank Conner)        Chief Financial Officer
                      and Director
                      (Principal Accounting
                      Officer)
                      
/s/ Tom Garrison      Director                    May 7, 1999
--------------------
(Tom Garrison)

/s/ Will Garrison     Director                    May 7, 1999
--------------------
(Will Garrison)

*John Paul            Director                    May 7, 1999
Hammerschmidt
--------------------
(John Paul
Hammerschmidt)

*T. J. Jones          Director                    May 7, 1999
--------------------
(T. J. Jones)

*Ken Reeves           Director                    May 7, 1999
--------------------
(Ken Reeves)
*William Stiritz      Director                    May 7, 1999
--------------------
(William Stiritz)

*Doyle Z. Williams    Director                    May 7, 1999
--------------------
(Doyle Z. Williams)

      Pursuant to the requirements of the Securities Act  of  1933,
the  American Freightways Corporation 1999 Employee Stock  Purchase
Plan  has  duly caused this Registration Statement to be signed  on
its  behalf  by  the undersigned, each of whom is a member  of  the
Compensation  Committee of the Board of Directors of  the  Company,
thereunto  duly  authorized,  in the City  of  Harrison,  State  of
Arkansas, on May 7, 1999.

*John Paul Hammerschmidt
------------------------
(John Paul Hammerschmidt)

*T. J. Jones
------------------------
(T. J. Jones)

*Ken Reeves
------------------------
(Ken Reeves)

      The  undersigned, by signing his name hereto, does  sign  and
execute  this  Registration Statement as of this 7th  day  of  May,
1999, pursuant to the Powers of Attorney executed on behalf of  the
above-named  officers  and  directors and  contemporaneously  filed
herewith with the Securities and Exchange Commission.

*By: /s/ Frank Conner
   --------------------------
   (Frank Conner)
   Attorney-in-Fact
INDEX TO EXHIBITS

Number         Exhibit
------         -------
5.1            Opinion of Kutak Rock (filed herewith).

23.1           Consent  of Kutak Rock (included in the opinion  in
               Exhibit 5).

23.2           Consent of Ernst & Young LLP (filed herewith)

24.1           Powers of Attorney (filed herewith).