As  filed  with the Securities and Exchange Commission on October 20,
 1995
                                                                Registration
 No. 33-______







                             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.)

            1000 SOUTH 21ST STREET
             FORT SMITH, ARKANSAS                                 72901
   (Address of principal executive offices)                    (Zip Code)

                                               1) CAROLINA FREIGHT CORPORATION
                      EMPLOYEE SAVINGS AND PROTECTION PLAN
   2) COMPLETE LEASING CONCEPTS, INC. EMPLOYEE SAVINGS & PROFIT SHARING PLAN
                           3) IDI 401(K) SAVINGS PLAN

                                  (Full title of the plans)
                             ----------------------------------

               RICHARD F. COOPER                                COPY TO:
                   SECRETARY                              MARK D. WIGDER, ESQ.
           ARKANSAS BEST CORPORATION                      JENKENS & GILCHRIST,
            1000 SOUTH 21ST STREET                     A           PROFESSIONAL
 CORPORATION
          FORT SMITH, ARKANSAS 72901                  1445  ROSS AVENUE,  SUITE
 3200
                (501) 785-6000                            DALLAS, TEXAS  75202
      (Name, address and telephone number                    (214) 855-4500
   including area code of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                      PROPOSED                PROPOSED
                                               AMOUNT                  MAXIMUM                 MAXIMUM               AMOUNT OF
          Title of Class of                     TO BE              OFFERING PRICE             AGGREGATE         REGISTRATION FEE(3)
     Securities to be Registered            REGISTERED(1)          PER SHARE(2)(3)      OFFERING PRICE(2)(3)
 <S>                                  <C>                      <C>                    <C>                       <C>
 Common Stock, $0.01 par value per         600,000 Shares               $ 9 3/8              $ 5,625,000            $ 1,939.66
 share
</TABLE>

        (1)    Pursuant  to Rule 416(c) under the Securities Act  of  1933,  as
 amended, this Registration  Statement  also  covers an indeterminate amount of
 interests to be offered or sold pursuant to the  Carolina  Freight Corporation
  Employee  Savings  and  Protection Plan, the Complete Leasing Concepts,  Inc.
 Employee Savings and Profit Sharing Plan, and the IDI 401(k) Savings Plan (the
 "Plans").
        (2)    Estimated solely for the purpose of calculating the registration
 fee.
        (3)    Calculated pursuant  to Rule 457(c) and (h) under the Securities
 Act of 1933, as amended.  Accordingly, the price per share of the common stock
 offered hereunder pursuant to the Plans  is  based on 600,000 shares of common
 stock that may be offered or sold under the Plans  at  a  price  per  share of
  $9  3/8   which was the closing price per share of common stock on the NASDAQ
 National Market on October 17, 1995.



<PAGE>
                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT


 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The registrant  and  the  Plans  hereby  incorporate 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 filed with the
      Commission for the fiscal year ended December 31, 1994;

            (2)   the  registrant's Quarterly Reports  on  Form  10-Q  for  the
      quarters ended March 31 and June 30 1995, filed with the Commission;

            (3)   the registrant's  Current Report on Form 8-K dated August 17,
      1995, and the amendment to such  Report  on  Form 8-K/A dated October 13,
      1995;

            (4)   the  description of the common stock,  par  value  $0.01  per
      share,  of  the  registrant   (the  "Common  Stock")  set  forth  in  the
      Registration Statement on Form  8-A,  filed  with the Commission on March
      20,  1992,  as  amended  by Form 8, dated April 23,  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  (the  "Exchange  Act"), 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 that  deregisters  all  securities
 remaining unsold at the time of such amendment.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Registrant's  Restated  Certificate  of  Incorporation  provides that  no
 director of the Registrant will be personally liable to the Registrant  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 or
  she  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,  suite  or proceeding.  The power to
 indemnify applies only if such person acted in good  faith  and in a manner he
 or she 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  or  her 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 Registrant  has  entered  into  indemnity agreements with each of its
 directors.  Each such Indemnification Agreement  provides  for indemnification
 of directors of the Registrant to the fullest extent permitted by the Delaware
 General Corporation Law and additionally permits advancing attorney's fees and
 all other costs, expenses, obligations, fines and losses, 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 Registrant or any other party.  If it is later determined that
 the director  is  or was not entitled to indemnification under applicable law,
 the Registrant is entitled to reimbursement by the director.

      The Indemnification  Agreements  further  provide  that in the event of a
  change  in  control  of  the  Registrant,  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 Registrant.

      To  the  extent  that  the  board of directors or the stockholders of the
 Registrant may in the future wish  to  limit  or  repeal  the  ability  of the
  Registrant  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
 Registrant.

      In addition, the Registrant'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.

 ITEM 8.  EXHIBITS.

      (a)   Exhibits.

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

      EXHIBIT     DESCRIPTION OF EXHIBIT

      4.1   Restated Articles of Incorporation of Arkansas Best Corporation, as
            amended  (incorporated  by  reference   to   Exhibit   3.1  to  the
            registrant's  Registration  Statement  on  Form  S-3 (Reg. No.  33-
            46483))

      4.2   Restated  Bylaws of the Arkansas Best Corporation (incorporated  by
            reference to Exhibit 3.2 to the Registrant's Registration Statement
            on Form S-3 (Reg. No. 33-46483).

      4.3   Arkansas Best  Corporation  Stock Option Plan filed as Exhibit 10.3
            to  the Registration Statement  on  Form  S-1  (No.  33-46483)  and
            incorporated herein by reference.

      4.4   Arkansas  Best Corporation Disinterested Director Stockholder Plan,
            dated May 7,  1993,  filed  as  Exhibit  4.4  to  the  Registration
            Statement  on  Form  S-8 (No. 33-66694) and incorporated herein  by
            reference.

      4.5   Stockholders' Rights Plan  by and between Arkansas Best Corporation
            and Harris Trust and Savings  Bank,  as  Rights  Agent, dated as of
            April 23, 1992, filed as Exhibit 10.2 to the Registration Statement
            on Form S-1 (No. 33-46483) and incorporated herein by reference.
      4.6   Arkansas Best Corporation Employees' Investment Plan,  effective as
            of  January  1,  1994,  filed  as  Exhibit  4.6 to the Registration
            Statement on Form S-8 filed with the Commission  on  March 30, 1994
            and incorporated herein by reference.

      4.7*  Carolina  Freight Corporation Employee Savings and Protection  Plan
            as amended  through  November  1,  1994,  and Amendment No. 1 dated
            October 1, 1995.

      4.8*  Complete Leasing Concepts, Inc. Employee Savings and Profit Sharing
            Plan dated October 1, 1993, and Amendment thereto  dated October 1,
            1995.

      4.9*  IDI 401(k) Savings Plan, restated effective as of October 1, 1995

      4.10* The  Arkansas  Best Corporation and Affiliates Employees'Investment
            Trust No. 1, Trust  Agreement Between Arkansas Best Corporation and
            Fidelity Management Trust  Company Dated as of January 1, 1990, and
            Amendment No. 1 dated January  1, 1992, Amendment No. 2 Dated March
            13, 1992, Amendment No. 3 dated September 30, 1993, Amendment No. 4
            Dated April 1, 1994 and Amendment  No.  5  dated  as of November 1,
            1995.

      *23.1 Consent of Ernst & Young LLP, independent auditors.

      25    Power of Attorney is found on pages II-6 to II-7 hereof.

 ____________________

 *    Filed herewith.

      (b)   The  registrant  will  submit each Plan in a timely manner  to  the
 Internal Revenue Service (the "IRS")  for  determination letter that such Plan
 is qualified under Section 401 of the Internal  Revenue Code and will make all
 changes required by the IRS in order to qualify the Plan.

 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, 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,  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  Commission  such
 indemnification  is  against  public policy as expressed in the Securities 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 Securities Act and will be governed  by  the  final  adjudication  of such
 issue.


<PAGE>
                                  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
 October 19, 1995:

                                          ARKANSAS BEST CORPORATION


                                          By:     /S/ ROBERT A. YOUNG, III
                                                ROBERT A. YOUNG, III
                                                PRESIDENT  AND  CHIEF EXECUTIVE
 OFFICER

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature  appears
  below  constitutes and appoints Robert A. Young, III and Donald L. Neal,  and
 each of them,  his true and lawful attorney-in-fact and agents 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
 attorneys-in-fact and agents, and each of them, 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
 attorneys-in-fact and agents or either of them, or their or his substitute  or
 substitutes, may lawfully do or cause to be done by virtue hereof.

      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>                                       <C>         <C>
   /S/ WILLIAM A. MARQUARD                Chairman of the Board of Directors                       October 19, 1995
 WILLIAM A. MARQUARD
   /S/ ROBERT A. YOUNG, III               President, Chief  Executive  Officer  and                October 19, 1995
 ROBERT A. YOUNG, III                     Director
                                          (Principal Executive Officer)
   /S/ DONALD L. NEAL                     Senior Vice President and Chief Financial                October 19, 1995
 DONALD C. NEAL                           Officer (Principal Accounting Officer)
   /S/ FRANK EDELSTEIN                    Director                                                 October 19, 1995
 FRANK EDELSTEIN
   /S/ ARTHUR J. FRITZ, JR.               Director                                                 October 19, 1995
 ARTHUR J. FRITZ, JR.
   /S/ JOHN H. MORRIS                     Director                                                 October 19, 1995
 JOHN H. MORRIS
                                          Director                                                   _______, 1995
 ALAN J. ZAKON, PH.D
</TABLE>
      THE PLAN.  Pursuant to the requirements  of  the  Securities Act of 1933,
 the Carolina Freight Corporation Savings and Protection  Plan  Committee  have
  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 October 19, 1995.

                              CAROLINA FREIGHT CORPORATION
                              EMPLOYEE SAVINGS AND PROTECTION PLAN COMMITTEE


                                 /S/ ROBERT A. YOUNG, III
                              Robert A. Young, III


                                /S/ DONALD L. NEAL
                              Donald L. Neal


                                /S/ RICHARD F. COOPER
                              Richard F. Cooper


<PAGE>
      THE PLAN.  Pursuant to the requirements of the  Securities  Act  of 1933,
  the following members of the Complete Leasing Concepts, Inc. Employee Savings
 and  Profit  Sharing  Plan  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 October 19, 1995.

                        COMPLETE LEASING CONCEPTS, INC.
                        EMPLOYEE SAVINGS AND PROFIT SHARING PLAN COMMITTEE


                                 /S/ ROBERT A. YOUNG, III
                              Robert A. Young, III


                                /S/ DONALD L. NEAL
                              Donald L. Neal


                                /S/ RICHARD F. COOPER
                              Richard F. Cooper


<PAGE>
      THE  PLAN.   Pursuant  to the requirements of the Securities Act of 1933,
  the following members of the  Administrative  Committee  of  the  IDI  401(k)
 Savings  Plan  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 October 19, 1995.

                              IDI 401(K) SAVINGS PLAN ADMINISTRATIVE COMMITTEE


                                 /S/ DONALD L. NEAL
                              Donald L. Neal


                                /S/ RICHARD F. COOPER
                              Richard F. Cooper


                                /S/ SHIRLEY J. BOZE
                              Shirley J. Boze


                                /S/ RANDALL M. LOYD
                              Randall M. Loyd


                                /S/ JERRY A. YARBROUGH
                              Jerry A. Yarbrough


<PAGE>
                                 EXHIBIT INDEX
    Number  Description

      4.1   Restated Articles of Incorporation of Arkansas Best Corporation, as
            amended   (incorporated   by  reference  to  Exhibit  3.1  to   the
            registrant's Registration Statement  on  Form  S-3  (Reg.  No.  33-
            46483))

      4.2   Restated  Bylaws  of the Arkansas Best Corporation (incorporated by
            reference to Exhibit 3.2 to the Registrant's Registration Statement
            on Form S-3 (Reg. No. 33-46483).

      4.3   Arkansas Best Corporation  Stock  Option Plan filed as Exhibit 10.3
            to  the  Registration  Statement on Form  S-1  (No.  33-46483)  and
            incorporated herein by reference.

      4.4   Arkansas Best Corporation  Disinterested Director Stockholder Plan,
            dated  May  7,  1993, filed as  Exhibit  4.4  to  the  Registration
            Statement on Form  S-8  (No.  33-66694)  and incorporated herein by
            reference.

      4.5   Stockholders' Rights Plan by and between Arkansas  Best Corporation
            and  Harris Trust and Savings Bank, as Rights Agent,  dated  as  of
            April 23, 1992, filed as Exhibit 10.2 to the Registration Statement
            on Form S-1 (No. 33-46483) and incorporated herein by reference.

      4.6   Arkansas  Best Corporation Employees' Investment Plan, effective as
            of January  1,  1994,  filed  as  Exhibit  4.6  to the Registration
            Statement on Form S-8 filed with the Commission on  March  30, 1994
            and incorporated herein by reference.

      4.7*  Carolina  Freight Corporation Employee Savings and Protection  Plan
            as amended  through  November  1,  1994,  and Amendment No. 1 dated
            October 1, 1995.

      4.8*  Complete Leasing Concepts, Inc. Employee Savings and Profit Sharing
            Plan dated October 1, 1993, and Amendment thereto  dated October 1,
            1995.

      4.9*  IDI 401(K) Savings Plan Restated as of October 1, 1995.

      4.10* The Arkansas Best Corporation and Affiliates Employees'  Investment
            Trust No. 1, Trust Agreement Between Arkansas Best Corporation  and
            Fidelity  Management Trust Company Dated as of January 1, 1990, and
            Amendment No.  1 dated January 1, 1992, Amendment No. 2 Dated March
            13, 1992, Amendment No. 3 dated September 30, 1993, Amendment No. 4
            Dated April 1, 1994  and  Amendment  No.  5 dated as of November 1,
            1995.

      *23.1 Consent of Ernst & Young LLP, independent auditors.

      25    Power of Attorney is found on pages II-6 to II-7 hereof.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25005}]
{"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": "033-63587", "film-number": "95583071"}, "business-address": {"street1": "1000 SOUTH 21 ST", "city": "FORT SMITH", "state": "AR", "zip": "72901", "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 October 20,
 1995
                                                                Registration
 No. 33-______

                             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.)

            1000 SOUTH 21ST STREET
             FORT SMITH, ARKANSAS                                 72901
   (Address of principal executive offices)                    (Zip Code)

                                               1) CAROLINA FREIGHT CORPORATION
                      EMPLOYEE SAVINGS AND PROTECTION PLAN
   2) COMPLETE LEASING CONCEPTS, INC. EMPLOYEE SAVINGS & PROFIT SHARING PLAN
                           3) IDI 401(K) SAVINGS PLAN

                                  (Full title of the plans)
                             ----------------------------------

               RICHARD F. COOPER                                COPY TO:
                   SECRETARY                              MARK D. WIGDER, ESQ.
           ARKANSAS BEST CORPORATION                      JENKENS & GILCHRIST,
            1000 SOUTH 21ST STREET                     A           PROFESSIONAL
 CORPORATION
          FORT SMITH, ARKANSAS 72901                  1445  ROSS AVENUE,  SUITE
 3200
                (501) 785-6000                            DALLAS, TEXAS  75202
      (Name, address and telephone number                    (214) 855-4500
   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 FEE(3)
     Securities to be Registered            REGISTERED(1)          PER SHARE(2)(3)      OFFERING PRICE(2)(3)
Common Stock, $0.01 par value per         600,000 Shares               $ 9 3/8              $ 5,625,000            $ 1,939.66
 share
(1)    Pursuant  to Rule 416(c) under the Securities Act  of  1933,  as
 amended, this Registration  Statement  also  covers an indeterminate amount of
 interests to be offered or sold pursuant to the  Carolina  Freight Corporation
  Employee  Savings  and  Protection Plan, the Complete Leasing Concepts,  Inc.
 Employee Savings and Profit Sharing Plan, and the IDI 401(k) Savings Plan (the
 "Plans").
        (2)    Estimated solely for the purpose of calculating the registration
 fee.
        (3)    Calculated pursuant  to Rule 457(c) and (h) under the Securities
 Act of 1933, as amended.  Accordingly, the price per share of the common stock
 offered hereunder pursuant to the Plans  is  based on 600,000 shares of common
 stock that may be offered or sold under the Plans  at  a  price  per  share of
  $9  3/8   which was the closing price per share of common stock on the NASDAQ
 National Market on October 17, 1995.
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The registrant  and  the  Plans  hereby  incorporate 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 filed with the
      Commission for the fiscal year ended December 31, 1994;

            (2)   the  registrant's Quarterly Reports  on  Form  10-Q  for  the
      quarters ended March 31 and June 30 1995, filed with the Commission;

            (3)   the registrant's  Current Report on Form 8-K dated August 17,
      1995, and the amendment to such  Report  on  Form 8-K/A dated October 13,
      1995;

            (4)   the  description of the common stock,  par  value  $0.01  per
      share,  of  the  registrant   (the  "Common  Stock")  set  forth  in  the
      Registration Statement on Form  8-A,  filed  with the Commission on March
      20,  1992,  as  amended  by Form 8, dated April 23,  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  (the  "Exchange  Act"), 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 that  deregisters  all  securities
 remaining unsold at the time of such amendment.

 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Registrant's  Restated  Certificate  of  Incorporation  provides that  no
 director of the Registrant will be personally liable to the Registrant  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 or
  she  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,  suite  or proceeding.  The power to
 indemnify applies only if such person acted in good  faith  and in a manner he
 or she 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  or  her 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 Registrant  has  entered  into  indemnity agreements with each of its
 directors.  Each such Indemnification Agreement  provides  for indemnification
 of directors of the Registrant to the fullest extent permitted by the Delaware
 General Corporation Law and additionally permits advancing attorney's fees and
 all other costs, expenses, obligations, fines and losses, 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 Registrant or any other party.  If it is later determined that
 the director  is  or was not entitled to indemnification under applicable law,
 the Registrant is entitled to reimbursement by the director.

      The Indemnification  Agreements  further  provide  that in the event of a
  change  in  control  of  the  Registrant,  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 Registrant.

      To  the  extent  that  the  board of directors or the stockholders of the
 Registrant may in the future wish  to  limit  or  repeal  the  ability  of the
  Registrant  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
 Registrant.

      In addition, the Registrant'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.

 ITEM 8.  EXHIBITS.

      (a)   Exhibits.

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

      EXHIBIT     DESCRIPTION OF EXHIBIT

      4.1   Restated Articles of Incorporation of Arkansas Best Corporation, as
            amended  (incorporated  by  reference   to   Exhibit   3.1  to  the
            registrant's  Registration  Statement  on  Form  S-3 (Reg. No.  33-
            46483))

      4.2   Restated  Bylaws of the Arkansas Best Corporation (incorporated  by
            reference to Exhibit 3.2 to the Registrant's Registration Statement
            on Form S-3 (Reg. No. 33-46483).

      4.3   Arkansas Best  Corporation  Stock Option Plan filed as Exhibit 10.3
            to  the Registration Statement  on  Form  S-1  (No.  33-46483)  and
            incorporated herein by reference.

      4.4   Arkansas  Best Corporation Disinterested Director Stockholder Plan,
            dated May 7,  1993,  filed  as  Exhibit  4.4  to  the  Registration
            Statement  on  Form  S-8 (No. 33-66694) and incorporated herein  by
            reference.

      4.5   Stockholders' Rights Plan  by and between Arkansas Best Corporation
            and Harris Trust and Savings  Bank,  as  Rights  Agent, dated as of
            April 23, 1992, filed as Exhibit 10.2 to the Registration Statement
            on Form S-1 (No. 33-46483) and incorporated herein by reference.
      4.6   Arkansas Best Corporation Employees' Investment Plan,  effective as
            of  January  1,  1994,  filed  as  Exhibit  4.6 to the Registration
            Statement on Form S-8 filed with the Commission  on  March 30, 1994
            and incorporated herein by reference.

      4.7*  Carolina  Freight Corporation Employee Savings and Protection  Plan
            as amended  through  November  1,  1994,  and Amendment No. 1 dated
            October 1, 1995.

      4.8*  Complete Leasing Concepts, Inc. Employee Savings and Profit Sharing
            Plan dated October 1, 1993, and Amendment thereto  dated October 1,
            1995.

      4.9*  IDI 401(k) Savings Plan, restated effective as of October 1, 1995

      4.10* The  Arkansas  Best Corporation and Affiliates Employees'Investment
            Trust No. 1, Trust  Agreement Between Arkansas Best Corporation and
            Fidelity Management Trust  Company Dated as of January 1, 1990, and
            Amendment No. 1 dated January  1, 1992, Amendment No. 2 Dated March
            13, 1992, Amendment No. 3 dated September 30, 1993, Amendment No. 4
            Dated April 1, 1994 and Amendment  No.  5  dated  as of November 1,
            1995.

      *23.1 Consent of Ernst & Young LLP, independent auditors.

      25    Power of Attorney is found on pages II-6 to II-7 hereof.

 ____________________

 *    Filed herewith.

      (b)   The  registrant  will  submit each Plan in a timely manner  to  the
 Internal Revenue Service (the "IRS")  for  determination letter that such Plan
 is qualified under Section 401 of the Internal  Revenue Code and will make all
 changes required by the IRS in order to qualify the Plan.

 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, 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,  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  Commission  such
 indemnification  is  against  public policy as expressed in the Securities 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 Securities Act and will be governed  by  the  final  adjudication  of such
 issue.
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
 October 19, 1995:

                                          ARKANSAS BEST CORPORATION

                                          By:     /S/ ROBERT A. YOUNG, III
                                                ROBERT A. YOUNG, III
                                                PRESIDENT  AND  CHIEF EXECUTIVE
 OFFICER

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature  appears
  below  constitutes and appoints Robert A. Young, III and Donald L. Neal,  and
 each of them,  his true and lawful attorney-in-fact and agents 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
 attorneys-in-fact and agents, and each of them, 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
 attorneys-in-fact and agents or either of them, or their or his substitute  or
 substitutes, may lawfully do or cause to be done by virtue hereof.

      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 of Directors                       October 19, 1995
 WILLIAM A. MARQUARD
   /S/ ROBERT A. YOUNG, III               President, Chief  Executive  Officer  and                October 19, 1995
 ROBERT A. YOUNG, III                     Director
                                          (Principal Executive Officer)
   /S/ DONALD L. NEAL                     Senior Vice President and Chief Financial                October 19, 1995
 DONALD C. NEAL                           Officer (Principal Accounting Officer)
   /S/ FRANK EDELSTEIN                    Director                                                 October 19, 1995
 FRANK EDELSTEIN
   /S/ ARTHUR J. FRITZ, JR.               Director                                                 October 19, 1995
 ARTHUR J. FRITZ, JR.
   /S/ JOHN H. MORRIS                     Director                                                 October 19, 1995
 JOHN H. MORRIS
                                          Director                                                   _______, 1995
 ALAN J. ZAKON, PH.D
THE PLAN.  Pursuant to the requirements  of  the  Securities Act of 1933,
 the Carolina Freight Corporation Savings and Protection  Plan  Committee  have
  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 October 19, 1995.

                              CAROLINA FREIGHT CORPORATION
                              EMPLOYEE SAVINGS AND PROTECTION PLAN COMMITTEE

                                 /S/ ROBERT A. YOUNG, III
                              Robert A. Young, III

                                /S/ DONALD L. NEAL
                              Donald L. Neal

                                /S/ RICHARD F. COOPER
                              Richard F. Cooper
THE PLAN.  Pursuant to the requirements of the  Securities  Act  of 1933,
  the following members of the Complete Leasing Concepts, Inc. Employee Savings
 and  Profit  Sharing  Plan  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 October 19, 1995.

                        COMPLETE LEASING CONCEPTS, INC.
                        EMPLOYEE SAVINGS AND PROFIT SHARING PLAN COMMITTEE

                                 /S/ ROBERT A. YOUNG, III
                              Robert A. Young, III

                                /S/ DONALD L. NEAL
                              Donald L. Neal

                                /S/ RICHARD F. COOPER
                              Richard F. Cooper
THE  PLAN.   Pursuant  to the requirements of the Securities Act of 1933,
  the following members of the  Administrative  Committee  of  the  IDI  401(k)
 Savings  Plan  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 October 19, 1995.

                              IDI 401(K) SAVINGS PLAN ADMINISTRATIVE COMMITTEE

                                 /S/ DONALD L. NEAL
                              Donald L. Neal

                                /S/ RICHARD F. COOPER
                              Richard F. Cooper

                                /S/ SHIRLEY J. BOZE
                              Shirley J. Boze

                                /S/ RANDALL M. LOYD
                              Randall M. Loyd

                                /S/ JERRY A. YARBROUGH
                              Jerry A. Yarbrough
EXHIBIT INDEX
    Number  Description

      4.1   Restated Articles of Incorporation of Arkansas Best Corporation, as
            amended   (incorporated   by  reference  to  Exhibit  3.1  to   the
            registrant's Registration Statement  on  Form  S-3  (Reg.  No.  33-
            46483))

      4.2   Restated  Bylaws  of the Arkansas Best Corporation (incorporated by
            reference to Exhibit 3.2 to the Registrant's Registration Statement
            on Form S-3 (Reg. No. 33-46483).

      4.3   Arkansas Best Corporation  Stock  Option Plan filed as Exhibit 10.3
            to  the  Registration  Statement on Form  S-1  (No.  33-46483)  and
            incorporated herein by reference.

      4.4   Arkansas Best Corporation  Disinterested Director Stockholder Plan,
            dated  May  7,  1993, filed as  Exhibit  4.4  to  the  Registration
            Statement on Form  S-8  (No.  33-66694)  and incorporated herein by
            reference.

      4.5   Stockholders' Rights Plan by and between Arkansas  Best Corporation
            and  Harris Trust and Savings Bank, as Rights Agent,  dated  as  of
            April 23, 1992, filed as Exhibit 10.2 to the Registration Statement
            on Form S-1 (No. 33-46483) and incorporated herein by reference.

      4.6   Arkansas  Best Corporation Employees' Investment Plan, effective as
            of January  1,  1994,  filed  as  Exhibit  4.6  to the Registration
            Statement on Form S-8 filed with the Commission on  March  30, 1994
            and incorporated herein by reference.

      4.7*  Carolina  Freight Corporation Employee Savings and Protection  Plan
            as amended  through  November  1,  1994,  and Amendment No. 1 dated
            October 1, 1995.

      4.8*  Complete Leasing Concepts, Inc. Employee Savings and Profit Sharing
            Plan dated October 1, 1993, and Amendment thereto  dated October 1,
            1995.

      4.9*  IDI 401(K) Savings Plan Restated as of October 1, 1995.

      4.10* The Arkansas Best Corporation and Affiliates Employees'  Investment
            Trust No. 1, Trust Agreement Between Arkansas Best Corporation  and
            Fidelity  Management Trust Company Dated as of January 1, 1990, and
            Amendment No.  1 dated January 1, 1992, Amendment No. 2 Dated March
            13, 1992, Amendment No. 3 dated September 30, 1993, Amendment No. 4
            Dated April 1, 1994  and  Amendment  No.  5 dated as of November 1,
            1995.

      *23.1 Consent of Ernst & Young LLP, independent auditors.

      25    Power of Attorney is found on pages II-6 to II-7 hereof.