As filed with the Securities and Exchange Commission on January 29, 2003
                                                  Registration No. 333-______







                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                -------------------------------------------------

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

                -------------------------------------------------

                            ARKANSAS BEST CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                    71-0673405
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

      3801 Old Greenwood Road
        Fort Smith, Arkansas                                72903
(Address of principal executive offices)                 (Zip Code)


               --------------------------------------------------
                         2002 ARKANSAS BEST CORPORATION
                                STOCK OPTION PLAN
                            (Full title of the plan)
               --------------------------------------------------

         Richard F. Cooper                               Copy to:
            Secretary                              Riva T. Johnson, Esq.
    Arkansas Best Corporation                       Jenkens & Gilchrist,
     3801 Old Greenwood Road                    A Professional Corporation
   Fort Smith, Arkansas  72903                1445 Ross Avenue, Suite 3200
        (501) 785-6000                            Dallas, Texas  75202
(Name, address and telephone number,
    including area code, of agent
          for service)

               --------------------------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            Proposed                Proposed
                                                      Amount                Maximum                 Maximum              Amount of
             Title of Class of                        to be              Offering Price            Aggregate            Registration
        Securities to be Registered              Registered(1)(2)       per Share(3)(4)       Offering Price(3)(4)         Fee(4)
------------------------------------------------------------------------------------------------------------------------------------
  <S>                                            <C>                        <C>                   <C>                      <C>

  Common Stock, $.01 par value per share         1,000,000 shares           $23.015               $23,015,000              $2,118
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
<FN>
     (1)  The securities to be registered  consist of 1,000,000  shares reserved
          for issuance  under the 2002  Arkansas Best  Corporation  Stock Option
          Plan.
     (2)  Pursuant to Rule 416, this Registration Statement is deemed to include
          additional shares of common stock issuable under the terms of the Plan
          to prevent  dilution  resulting  from any further  stock split,  stock
          dividend or similar transaction.
     (3)  Estimated  solely for the purpose of calculating the  registration fee
          as of January 24, 2003.
     (4)  Calculated pursuant to Rule 457(c) and (h).
</FN>
</TABLE>




<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

-------------------

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 of the Securities  Act of 1933, as amended,  and the Note
         to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1)  the  registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 2001;

          (2)  the registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended March 31, June 30, and September 30, 2002;

          (3)  the  registrant's  Current  Reports  on Form 8-K  filed  with the
               Commission on May 17, June 21, August 12, August 15,  October 17,
               2002 and January 24 and January 28, 2003; and

          (4)  the description of the registrant's Common Stock and Common Stock
               Rights as set  forth in the  registrant's  Form 8-A  Registration
               Statement filed with the Commission on March 20, 1992,  including
               any  amendment or report  filed for the purpose of updating  such
               description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended,  subsequent to the date of this registration  statement shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
the filing of such  documents  until such time as there  shall have been filed a
post-effective  amendment that indicates that all securities offered hereby have
been sold or which  deregisters all securities  remaining  unsold at the time of
such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.


                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         The Corporation's  Restated Certificate of Incorporation  provides that
no director of the Corporation  will be personally  liable to the Corporation or
any of its stockholders for monetary damages arising from the director's  breach
of fiduciary duty as a director, with certain limited exceptions.

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to 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  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of any corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  any and  all  expenses,
judgments,  fines and amounts  paid in  settlement  and  reasonably  incurred in
connection with such action, suit or proceeding.  The power to indemnify applies
(a) if such person is  successful  on the merits or  otherwise in the defense of
any action, suit or proceeding, or (b) if such person acted in good faith and in
a manner he reasonably  believed to be in the best  interest,  or not opposed to
the best interest, of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The Corporation has entered into indemnity  agreements with each of its
directors.  Each such Indemnification  Agreement provides for indemnification of
directors of the  Corporation  to the fullest  extent  permitted by the Delaware
General Corporation Law and additionally  permits advancing  attorney's fees and
all other costs, expenses, obligations, paid or incurred by a director generally
in connection  with the  investigation,  defense or other  participation  in any
threatened,  pending or completed  action,  suit or proceeding or any inquiry or
investigation  thereof,  whether conducted by or on behalf of the Corporation or
any other  party.  If it is later  determined  that the  director  is or was not
entitled  to   indemnification   under  applicable  law  or  the  terms  of  the
Indemnification  Agreement,  the Corporation is entitled to reimbursement by the
director.

         The  Indemnification  Agreements further provide that in the event of a
change  in  control  of the  Corporation,  then  with  respect  to  all  matters
thereafter  arising concerning the rights of directors to indemnity payments and
expense advances,  all determinations  regarding  excludable claims will be made
only by a court  of  competent  jurisdiction  or by  special  independent  legal
counsel selected by the director and approved by the Corporation.

         The   Corporation  has  also  agreed  to  provide  its  directors  with
directors'  and officers'  liability  insurance for so long as the directors may
continue to serve as  directors  of the  Corporation.  However,  if the Board of
Directors  determines  that such  insurance  is not  reasonably  available,  the
Corporation shall not have such an obligation.

         To the extent that the board of  directors or the  stockholders  of the
Corporation  may in the  future  wish to  limit or  repeal  the  ability  of the
Corporation  to  indemnify  directors,  such  repeal  or  limitation  may not be
effective  as to  directors  who are  currently  parties to the  Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification  Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Corporation.

         In addition,  the Corporation's  Restated  Certificate of Incorporation
and Amended and  Restated  Bylaws  provide for  indemnification  of officers and
directors to the fullest extent  permitted by the Delaware  General  Corporation
Law.

                                      II-2
<PAGE>

         Insofar as indemnification  by the Corporation for liabilities  arising
under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  may be
permitted to directors, officers or persons controlling the Corporation pursuant
to the  foregoing  provisions,  the  Corporation  has been  informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a) Exhibits.

          The  following  documents  are  filed  as a part of this  registration
statement.

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1      2002 Arkansas Best Corporation Stock Option Plan.

         5.1      Opinion of Richard F. Cooper, Esq.

         23.1     Consent of Richard F.  Cooper,  Esq.  (included in his opinion
                  filed as Exhibit 5.1 hereto).

         23.2     Consent of Ernst & Young LLP, independent auditors.

         24.1     Power of Attorney (on signature page).

Item 9.  Undertakings.

         A. The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, 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; and

                  (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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 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  of 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.


                                      II-3
<PAGE>


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints David E. Loeffler,  his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Fort Smith,  State of Arkansas,  on January 29,
2003:

                                          ARKANSAS BEST CORPORATION


                                          By:  /s/ David E. Loeffler
                                             -----------------------------------
                                             David E. Loeffler,
                                             Vice President - Chief Financial
                                             Officer and Treasurer

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

            Signature                                       Capacity                                 Date
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                    <C>

/s/ William A. Marquard                 Chairman of the Board, Director                        December 31, 2002
------------------------------
William A. Marquard


/s/ Robert A. Young, III                Director,  Chief Executive Officer and President       January 29, 2003
------------------------------          (Principal Executive Officer)
Robert A. Young, III


/s/ David E. Loeffler                   Vice  President  - Chief  Financial  Officer and       January 29, 2003
------------------------------          Treasurer  (Principal  Financial and  Accounting
David E. Loeffler                       Officer)


/s/ Frank Edelstein                     Director                                               December 27, 2002
------------------------------
Frank Edelstein


/s/ Arthur J. Fritz, Jr.                Director                                               December 30, 2002
------------------------------
Arthur J. Fritz, Jr.


/s/ William M. Legg                     Director                                               December 29, 2002
-------------------------------
William M. Legg


/s/ John H. Morris                      Director                                               December 27, 2002
------------------------------
John H. Morris


/s/ Alan J. Zakon, Ph.D                 Director                                               December 27, 2002
------------------------------
Alan J. Zakon, Ph.D.

</TABLE>

                                      II-4
<PAGE>


                                  EXHIBIT INDEX


   Exhibit
    Number                      Document Description
   -------                      --------------------

     4.1        2002 Arkansas Best Corporation Stock Option Plan.

     5.1        Opinion of Richard F. Cooper, Esq.

     23.1       Consent of Richard F.  Cooper,  Esq.  (included in his opinion
                filed as Exhibit 5.1 hereto).

     23.2       Consent of Ernst & Young LLP, independent auditors.

     24.1       Power of Attorney (on signature page).
[{"type": "S-8", "sequence": "1", "filename": "stockoption-s8.txt", "secsgml_size_bytes": 20005}]
{"company-data": {"conformed-name": "ARKANSAS BEST CORP /DE/", "cik": "0000894405", "assigned-sic": "4213", "irs-number": "710673405", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102815", "film-number": "03530575"}, "business-address": {"street1": "3801 OLD GREENWOOD RD", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5017856000"}, "mail-address": {"street1": "P O BOX 48", "city": "FORT SMITH", "state": "AR", "zip": "72902"}}
As filed with the Securities and Exchange Commission on January 29, 2003
                                                  Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                -------------------------------------------------

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

                -------------------------------------------------

                            ARKANSAS BEST CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                    71-0673405
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

      3801 Old Greenwood Road
        Fort Smith, Arkansas                                72903
(Address of principal executive offices)                 (Zip Code)

               --------------------------------------------------
                         2002 ARKANSAS BEST CORPORATION
                                STOCK OPTION PLAN
                            (Full title of the plan)
               --------------------------------------------------

         Richard F. Cooper                               Copy to:
            Secretary                              Riva T. Johnson, Esq.
    Arkansas Best Corporation                       Jenkens & Gilchrist,
     3801 Old Greenwood Road                    A Professional Corporation
   Fort Smith, Arkansas  72903                1445 Ross Avenue, Suite 3200
        (501) 785-6000                            Dallas, Texas  75202
(Name, address and telephone number,
    including area code, of agent
          for service)

               --------------------------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            Proposed                Proposed
                                                      Amount                Maximum                 Maximum              Amount of
             Title of Class of                        to be              Offering Price            Aggregate            Registration
        Securities to be Registered              Registered(1)(2)       per Share(3)(4)       Offering Price(3)(4)         Fee(4)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share         1,000,000 shares           $23.015               $23,015,000              $2,118
------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
(1)  The securities to be registered  consist of 1,000,000  shares reserved
          for issuance  under the 2002  Arkansas Best  Corporation  Stock Option
          Plan.
     (2)  Pursuant to Rule 416, this Registration Statement is deemed to include
          additional shares of common stock issuable under the terms of the Plan
          to prevent  dilution  resulting  from any further  stock split,  stock
          dividend or similar transaction.
     (3)  Estimated  solely for the purpose of calculating the  registration fee
          as of January 24, 2003.
     (4)  Calculated pursuant to Rule 457(c) and (h).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

-------------------

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 of the Securities  Act of 1933, as amended,  and the Note
         to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1)  the  registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 2001;

          (2)  the registrant's  Quarterly Reports on Form 10-Q for the quarters
               ended March 31, June 30, and September 30, 2002;

          (3)  the  registrant's  Current  Reports  on Form 8-K  filed  with the
               Commission on May 17, June 21, August 12, August 15,  October 17,
               2002 and January 24 and January 28, 2003; and

          (4)  the description of the registrant's Common Stock and Common Stock
               Rights as set  forth in the  registrant's  Form 8-A  Registration
               Statement filed with the Commission on March 20, 1992,  including
               any  amendment or report  filed for the purpose of updating  such
               description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended,  subsequent to the date of this registration  statement shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
the filing of such  documents  until such time as there  shall have been filed a
post-effective  amendment that indicates that all securities offered hereby have
been sold or which  deregisters all securities  remaining  unsold at the time of
such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The Corporation's  Restated Certificate of Incorporation  provides that
no director of the Corporation  will be personally  liable to the Corporation or
any of its stockholders for monetary damages arising from the director's  breach
of fiduciary duty as a director, with certain limited exceptions.

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to 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  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of any corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  any and  all  expenses,
judgments,  fines and amounts  paid in  settlement  and  reasonably  incurred in
connection with such action, suit or proceeding.  The power to indemnify applies
(a) if such person is  successful  on the merits or  otherwise in the defense of
any action, suit or proceeding, or (b) if such person acted in good faith and in
a manner he reasonably  believed to be in the best  interest,  or not opposed to
the best interest, of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The Corporation has entered into indemnity  agreements with each of its
directors.  Each such Indemnification  Agreement provides for indemnification of
directors of the  Corporation  to the fullest  extent  permitted by the Delaware
General Corporation Law and additionally  permits advancing  attorney's fees and
all other costs, expenses, obligations, paid or incurred by a director generally
in connection  with the  investigation,  defense or other  participation  in any
threatened,  pending or completed  action,  suit or proceeding or any inquiry or
investigation  thereof,  whether conducted by or on behalf of the Corporation or
any other  party.  If it is later  determined  that the  director  is or was not
entitled  to   indemnification   under  applicable  law  or  the  terms  of  the
Indemnification  Agreement,  the Corporation is entitled to reimbursement by the
director.

         The  Indemnification  Agreements further provide that in the event of a
change  in  control  of the  Corporation,  then  with  respect  to  all  matters
thereafter  arising concerning the rights of directors to indemnity payments and
expense advances,  all determinations  regarding  excludable claims will be made
only by a court  of  competent  jurisdiction  or by  special  independent  legal
counsel selected by the director and approved by the Corporation.

         The   Corporation  has  also  agreed  to  provide  its  directors  with
directors'  and officers'  liability  insurance for so long as the directors may
continue to serve as  directors  of the  Corporation.  However,  if the Board of
Directors  determines  that such  insurance  is not  reasonably  available,  the
Corporation shall not have such an obligation.

         To the extent that the board of  directors or the  stockholders  of the
Corporation  may in the  future  wish to  limit or  repeal  the  ability  of the
Corporation  to  indemnify  directors,  such  repeal  or  limitation  may not be
effective  as to  directors  who are  currently  parties to the  Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification  Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future directors of the Corporation.

         In addition,  the Corporation's  Restated  Certificate of Incorporation
and Amended and  Restated  Bylaws  provide for  indemnification  of officers and
directors to the fullest extent  permitted by the Delaware  General  Corporation
Law.

                                      II-2
Insofar as indemnification  by the Corporation for liabilities  arising
under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  may be
permitted to directors, officers or persons controlling the Corporation pursuant
to the  foregoing  provisions,  the  Corporation  has been  informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a) Exhibits.

          The  following  documents  are  filed  as a part of this  registration
statement.

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1      2002 Arkansas Best Corporation Stock Option Plan.

         5.1      Opinion of Richard F. Cooper, Esq.

         23.1     Consent of Richard F.  Cooper,  Esq.  (included in his opinion
                  filed as Exhibit 5.1 hereto).

         23.2     Consent of Ernst & Young LLP, independent auditors.

         24.1     Power of Attorney (on signature page).

Item 9.  Undertakings.

         A. The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, 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; and

                  (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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 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  of 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.

                                      II-3
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints David E. Loeffler,  his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Fort Smith,  State of Arkansas,  on January 29,
2003:

                                          ARKANSAS BEST CORPORATION

                                          By:  /s/ David E. Loeffler
                                             -----------------------------------
                                             David E. Loeffler,
                                             Vice President - Chief Financial
                                             Officer and Treasurer

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                       Capacity                                 Date
---------------------------------------------------------------------------------------------------------------------
/s/ William A. Marquard                 Chairman of the Board, Director                        December 31, 2002
------------------------------
William A. Marquard

/s/ Robert A. Young, III                Director,  Chief Executive Officer and President       January 29, 2003
------------------------------          (Principal Executive Officer)
Robert A. Young, III

/s/ David E. Loeffler                   Vice  President  - Chief  Financial  Officer and       January 29, 2003
------------------------------          Treasurer  (Principal  Financial and  Accounting
David E. Loeffler                       Officer)

/s/ Frank Edelstein                     Director                                               December 27, 2002
------------------------------
Frank Edelstein

/s/ Arthur J. Fritz, Jr.                Director                                               December 30, 2002
------------------------------
Arthur J. Fritz, Jr.

/s/ William M. Legg                     Director                                               December 29, 2002
-------------------------------
William M. Legg

/s/ John H. Morris                      Director                                               December 27, 2002
------------------------------
John H. Morris

/s/ Alan J. Zakon, Ph.D                 Director                                               December 27, 2002
------------------------------
Alan J. Zakon, Ph.D.
II-4
EXHIBIT INDEX

   Exhibit
    Number                      Document Description
   -------                      --------------------

     4.1        2002 Arkansas Best Corporation Stock Option Plan.

     5.1        Opinion of Richard F. Cooper, Esq.

     23.1       Consent of Richard F.  Cooper,  Esq.  (included in his opinion
                filed as Exhibit 5.1 hereto).

     23.2       Consent of Ernst & Young LLP, independent auditors.

     24.1       Power of Attorney (on signature page).