As filed with the Securities and Exchange Commission on December 22, 1999
                                                      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.)

        3801 OLD GREENWOOD ROAD
         FORT SMITH, ARKANSAS                                       72903
(Address of principal executive offices)                          (Zip Code)


                      ------------------------------------
                            ARKANSAS BEST CORPORATION
                            SUPPLEMENTAL BENEFIT 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 OF
                                                   AMOUNT                MAXIMUM                  MAXIMUM              REGISTRATION
             TITLE OF CLASS OF                     TO BE              OFFERING PRICE             AGGREGATE                 FEE(3)
       SECURITIES TO BE REGISTERED               REGISTERED         PER OBLIGATION(2)        OFFERING PRICE(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                        <C>                  <C>                       <C>
Supplemental Benefit Plan Obligations (1)       $15,000,000                100%                 $15,000,000               $4,170
====================================================================================================================================
<FN>
         (1) The Supplemental Benefit Plan Obligations are unsecured obligations of Arkansas Best Corporation to pay benefits in the
             future in accordance with the terms of the Arkansas Best Corporation Supplemental Benefit Plan.
         (2) Estimated solely for the purpose of calculating the registration fee.
         (3) 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 and the Arkansas Best Corporation  Supplemental  Benefit
Plan (the "Plan") 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, 1998;

                  (2) the  registrant's  Quarterly  Reports on Form 10-Q for the
         quarters ended March 31, June 30 and September 30, 1999, filed with the
         Commission.

         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 which  deregisters  all securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Under the Plan, Arkansas Best Corporation (the "Company"), will restore
to eligible  employees  (i) benefits  lost under the Arkansas  Best  Corporation
Pension  Plan (the  "Qualified  Plan") due to the Internal  Revenue  Code's (the
"Code")  limitations on compensation  and benefits and certain design changes to
the Qualified  Plan,  and (ii) the benefits lost under the Qualified Plan due to
an eligible employee's  participation under the Company's Voluntary Savings Plan
(the "VSP"), a nonqualified  deferred compensation plan for certain employees of
the Company. The Plan is an unfunded arrangement, and all benefits are paid from
the Company's  general  assets.  Only officers of the Company  designated by the
Board of Directors  (the "Eligible  Employees")  are eligible for benefits under
the Plan. Certain Eligible Employees will receive a benefit under the Plan in an
amount calculated by subtracting (i) such Eligible  Employee's benefit under the
Qualified Plan computed without regard to the compensation and benefit limits of
the Code and certain  design  changes to the Qualified  Plan from (ii) each such
Eligible  Employee's  actual  Qualified  Plan benefit.  The  remaining  Eligible
Employees  will receive a benefit  calculated by  subtracting  (i) such Eligible
Employee's  benefit under the  Qualified  Plan  computed  without  regard to his
compensation  deferral  under the VSP from (ii)  each such  Eligible  Employee's
actual Qualified Plan benefit. The obligations of the Corporation under the


                                      II-1

<PAGE>



Plan  (the  "Obligations")  will  be  unfunded,  unsecured  promises  to pay the
benefits in the future in accordance  with the terms of the Plan,  and will rank
on a  parity  with  other  unsecured  and  unsubordinated  indebtedness  of  the
Corporation from time to time outstanding.

         Distributions  of the vested account balance of each Obligation will be
payable  (i) in a lump  sum  within  30 days  of the  voluntary  or  involuntary
termination of employment,  death,  or disability of any Eligible  Employee,  or
(ii) at the  election of an  Eligible  Employee,  at a  specified  later date or
dates, in lump sum, in equal annual  installments over a period of up to fifteen
years, or in fixed annual payments over a period of up to fifteen years with the
balance  payable in the last payment  (the  "Deferral  Period"),  subject to the
terms and  limitations  of the Plan.  During the Deferral  Period,  the electing
Eligible Employee will direct the notational  investment of the deferred amounts
amongst  certain  investments   selected  by  the  Company,  and  such  Eligible
Employee's deferred payments will reflect the notational investment performance.

         The  Corporation  has  established  a rabbi or  grantor  trust to hold,
invest and reinvest the Obligations  during the Deferral  Period,  if a Deferral
Period is duly elected by any Eligible Employee.  The placing of the Obligations
in a rabbi  trust  does not  protect  the trust  assets  from the  claims of the
Company's  general secured or unsecured  creditors in the event of the Company's
bankruptcy or insolvency.  The Plan will be  administered by the Company and the
Company's Benefits Department.

         A  participating  employee's  right or the right of any other person to
the Obligations cannot be assigned,  alienated,  sold,  garnished,  transferred,
pledged,  or encumbered  except by a written  designation of a beneficiary under
the Plan,  by written  will,  or by the laws of descent  and  distribution.  The
Company  reserves the right to amend or terminate  the Plan at any time,  except
that no such amendment or termination may reduce the amount of benefits credited
to an Eligible Employee's account.  Upon a change of control of the Company, the
Obligations  will  be  distributed  pursuant  to  the  terms  of the  Plan.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Legal matters in connection  with the  Obligations  offered hereby have
been passed upon for the  Corporation by Richard F. Cooper,  Esq., the Secretary
of the Corporation and an employee of the Corporation eligible to participate in
the Plan.

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.



                                      II-2

<PAGE>



         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, 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 Corporation or any other party. If it is later  determined that the director
is or was not entitled to indemnification  under applicable law, 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.

         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.

         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      Arkansas Best Corporation Supplemental Benefit Plan.

         4.2      Restated  Certificate  of  Incorporation  of the  Corporation,
                  filed as Exhibit 3.1 to the Registration Statement on Form S-1
                  (No. 33-46483), and incorporated herein by reference.

         4.3      Amended  and  Restated  Bylaws  of the  Corporation,  filed as
                  Exhibit  3.2 to the  Registration  Statement  on Form S-1 (No.
                  33-46483), and incorporated herein by reference.

         5.1      Opinion of Richard F. Cooper,  Esq., regarding the legality of
                  the securities being registered.



                                      II-3

<PAGE>



         23.1     Consent of Richard F. Cooper, Esq., included in Exhibit 5.1.

         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, 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  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-4

<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 December 17,
1999:

                          ARKANSAS BEST CORPORATION


                          By:    /s/ David E. Loeffler
                                ------------------------------------------------
                                Name: David E. Loeffler
                                Title:  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. Marguard
-----------------------------             Chairman of the Board, Director                                December 17,
William A. Marquard                                                                                          1999

/s/ Robert A. Young, III
-----------------------------             Director, Chief Executive Officer and                          December 17,
Robert A. Young, III                      President (Principal Executive Officer)                            1999


/s/ David E. Loeffler
-----------------------------             Vice President - Chief Financial Officer and                   December 17,
David E. Loeffler                         Treasurer (Principal Financial and Accounting                      1999
                                          Officer)

/s/ Frank Edelstein
-----------------------------             Director                                                       December 17,
Frank Edelstein                                                                                              1999


/s/ Arthur J. Fritz, Jr.
-----------------------------             Director                                                       December 17,
Arthur J. Fritz, Jr.                                                                                         1999


/s/ John H. Morris
-----------------------------            Director                                                       December 17,
John H. Morris                                                                                               1999

/s/ Alan J. Zakon, Ph.D.
-----------------------------             Director                                                       December 17,
Alan J. Zakon, Ph.D.                                                                                         1999
</TABLE>


                                      II-5

<PAGE>

         THE PLAN.
         --------

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Corporation,  in its capacity as  administrator of the Arkansas Best Corporation
Supplemental  Benefit 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 the dates indicated.


                           ARKANSAS BEST CORPORATION


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






                                      II-6


<PAGE>



                                  EXHIBIT INDEX


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

     4.1        Arkansas Best Corporation Supplemental Benefit Plan.

     4.2        Restated Certificate of Incorporation of the Corporation,  filed
                as Exhibit 3.1 to the  Registration  Statement  on Form S-1 (No.
                33-46483), and incorporated herein by reference.

     4.3        Amended and Restated Bylaws of the Corporation, filed as Exhibit
                3.2 to the  Registration  Statement on Form S-1 (No.  33-46483),
                and incorporated herein by reference.

     5.1        Opinion of Richard F. Cooper,  Esq.,  regarding  the legality of
                the securities being registered.

     23.1       Consent of Richard F. Cooper, Esq., included in Exhibit 5.1.

     23.2       Consent of Ernst & Young LLP, independent auditors.

     24.1       Power of Attorney (on signature page).



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ARKANSAS BEST CORPORATION SUPP. BENE", "secsgml_size_bytes": 25587}]
{"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": "333-93381", "film-number": "99778974"}, "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 December 22, 1999
                                                      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.)

        3801 OLD GREENWOOD ROAD
         FORT SMITH, ARKANSAS                                       72903
(Address of principal executive offices)                          (Zip Code)

                      ------------------------------------
                            ARKANSAS BEST CORPORATION
                            SUPPLEMENTAL BENEFIT 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 OF
                                                   AMOUNT                MAXIMUM                  MAXIMUM              REGISTRATION
             TITLE OF CLASS OF                     TO BE              OFFERING PRICE             AGGREGATE                 FEE(3)
       SECURITIES TO BE REGISTERED               REGISTERED         PER OBLIGATION(2)        OFFERING PRICE(2)
------------------------------------------------------------------------------------------------------------------------------------
Supplemental Benefit Plan Obligations (1)       $15,000,000                100%                 $15,000,000               $4,170
====================================================================================================================================
(1) The Supplemental Benefit Plan Obligations are unsecured obligations of Arkansas Best Corporation to pay benefits in the
             future in accordance with the terms of the Arkansas Best Corporation Supplemental Benefit Plan.
         (2) Estimated solely for the purpose of calculating the registration fee.
         (3) 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 and the Arkansas Best Corporation  Supplemental  Benefit
Plan (the "Plan") 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, 1998;

                  (2) the  registrant's  Quarterly  Reports on Form 10-Q for the
         quarters ended March 31, June 30 and September 30, 1999, filed with the
         Commission.

         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 which  deregisters  all securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Under the Plan, Arkansas Best Corporation (the "Company"), will restore
to eligible  employees  (i) benefits  lost under the Arkansas  Best  Corporation
Pension  Plan (the  "Qualified  Plan") due to the Internal  Revenue  Code's (the
"Code")  limitations on compensation  and benefits and certain design changes to
the Qualified  Plan,  and (ii) the benefits lost under the Qualified Plan due to
an eligible employee's  participation under the Company's Voluntary Savings Plan
(the "VSP"), a nonqualified  deferred compensation plan for certain employees of
the Company. The Plan is an unfunded arrangement, and all benefits are paid from
the Company's  general  assets.  Only officers of the Company  designated by the
Board of Directors  (the "Eligible  Employees")  are eligible for benefits under
the Plan. Certain Eligible Employees will receive a benefit under the Plan in an
amount calculated by subtracting (i) such Eligible  Employee's benefit under the
Qualified Plan computed without regard to the compensation and benefit limits of
the Code and certain  design  changes to the Qualified  Plan from (ii) each such
Eligible  Employee's  actual  Qualified  Plan benefit.  The  remaining  Eligible
Employees  will receive a benefit  calculated by  subtracting  (i) such Eligible
Employee's  benefit under the  Qualified  Plan  computed  without  regard to his
compensation  deferral  under the VSP from (ii)  each such  Eligible  Employee's
actual Qualified Plan benefit. The obligations of the Corporation under the

                                      II-1
Plan  (the  "Obligations")  will  be  unfunded,  unsecured  promises  to pay the
benefits in the future in accordance  with the terms of the Plan,  and will rank
on a  parity  with  other  unsecured  and  unsubordinated  indebtedness  of  the
Corporation from time to time outstanding.

         Distributions  of the vested account balance of each Obligation will be
payable  (i) in a lump  sum  within  30 days  of the  voluntary  or  involuntary
termination of employment,  death,  or disability of any Eligible  Employee,  or
(ii) at the  election of an  Eligible  Employee,  at a  specified  later date or
dates, in lump sum, in equal annual  installments over a period of up to fifteen
years, or in fixed annual payments over a period of up to fifteen years with the
balance  payable in the last payment  (the  "Deferral  Period"),  subject to the
terms and  limitations  of the Plan.  During the Deferral  Period,  the electing
Eligible Employee will direct the notational  investment of the deferred amounts
amongst  certain  investments   selected  by  the  Company,  and  such  Eligible
Employee's deferred payments will reflect the notational investment performance.

         The  Corporation  has  established  a rabbi or  grantor  trust to hold,
invest and reinvest the Obligations  during the Deferral  Period,  if a Deferral
Period is duly elected by any Eligible Employee.  The placing of the Obligations
in a rabbi  trust  does not  protect  the trust  assets  from the  claims of the
Company's  general secured or unsecured  creditors in the event of the Company's
bankruptcy or insolvency.  The Plan will be  administered by the Company and the
Company's Benefits Department.

         A  participating  employee's  right or the right of any other person to
the Obligations cannot be assigned,  alienated,  sold,  garnished,  transferred,
pledged,  or encumbered  except by a written  designation of a beneficiary under
the Plan,  by written  will,  or by the laws of descent  and  distribution.  The
Company  reserves the right to amend or terminate  the Plan at any time,  except
that no such amendment or termination may reduce the amount of benefits credited
to an Eligible Employee's account.  Upon a change of control of the Company, the
Obligations  will  be  distributed  pursuant  to  the  terms  of the  Plan.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Legal matters in connection  with the  Obligations  offered hereby have
been passed upon for the  Corporation by Richard F. Cooper,  Esq., the Secretary
of the Corporation and an employee of the Corporation eligible to participate in
the Plan.

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.

                                      II-2
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, 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 Corporation or any other party. If it is later  determined that the director
is or was not entitled to indemnification  under applicable law, 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.

         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.

         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      Arkansas Best Corporation Supplemental Benefit Plan.

         4.2      Restated  Certificate  of  Incorporation  of the  Corporation,
                  filed as Exhibit 3.1 to the Registration Statement on Form S-1
                  (No. 33-46483), and incorporated herein by reference.

         4.3      Amended  and  Restated  Bylaws  of the  Corporation,  filed as
                  Exhibit  3.2 to the  Registration  Statement  on Form S-1 (No.
                  33-46483), and incorporated herein by reference.

         5.1      Opinion of Richard F. Cooper,  Esq., regarding the legality of
                  the securities being registered.

                                      II-3
23.1     Consent of Richard F. Cooper, Esq., included in Exhibit 5.1.

         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, 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  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-4
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 December 17,
1999:

                          ARKANSAS BEST CORPORATION

                          By:    /s/ David E. Loeffler
                                ------------------------------------------------
                                Name: David E. Loeffler
                                Title:  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. Marguard
-----------------------------             Chairman of the Board, Director                                December 17,
William A. Marquard                                                                                          1999

/s/ Robert A. Young, III
-----------------------------             Director, Chief Executive Officer and                          December 17,
Robert A. Young, III                      President (Principal Executive Officer)                            1999

/s/ David E. Loeffler
-----------------------------             Vice President - Chief Financial Officer and                   December 17,
David E. Loeffler                         Treasurer (Principal Financial and Accounting                      1999
                                          Officer)

/s/ Frank Edelstein
-----------------------------             Director                                                       December 17,
Frank Edelstein                                                                                              1999

/s/ Arthur J. Fritz, Jr.
-----------------------------             Director                                                       December 17,
Arthur J. Fritz, Jr.                                                                                         1999

/s/ John H. Morris
-----------------------------            Director                                                       December 17,
John H. Morris                                                                                               1999

/s/ Alan J. Zakon, Ph.D.
-----------------------------             Director                                                       December 17,
Alan J. Zakon, Ph.D.                                                                                         1999
II-5
THE PLAN.
         --------

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Corporation,  in its capacity as  administrator of the Arkansas Best Corporation
Supplemental  Benefit 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 the dates indicated.

                           ARKANSAS BEST CORPORATION

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

                                      II-6
EXHIBIT INDEX

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

     4.1        Arkansas Best Corporation Supplemental Benefit Plan.

     4.2        Restated Certificate of Incorporation of the Corporation,  filed
                as Exhibit 3.1 to the  Registration  Statement  on Form S-1 (No.
                33-46483), and incorporated herein by reference.

     4.3        Amended and Restated Bylaws of the Corporation, filed as Exhibit
                3.2 to the  Registration  Statement on Form S-1 (No.  33-46483),
                and incorporated herein by reference.

     5.1        Opinion of Richard F. Cooper,  Esq.,  regarding  the legality of
                the securities being registered.

     23.1       Consent of Richard F. Cooper, Esq., included in Exhibit 5.1.

     23.2       Consent of Ernst & Young LLP, independent auditors.

     24.1       Power of Attorney (on signature page).

                                      II-7