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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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



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

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

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


                   ___________________________________________
                            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                Maximum                 Maximum               Amount of
   Title of Securities             to be             Offering Price            Aggregate         Registration Fee(3)
     to be Registered           Registered         per Obligation(2)       Offering Price(2)
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                 <C>                      <C>

Supplemental Benefit Plan
     Obligations (1)            $35,000,000               100%                $35,000,000              $3,220
======================================================================================================================
<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>


         This  registration   statement  is  being  filed  pursuant  to  General
Instruction E. of Form S-8 solely to register additional  securities of the same
class as other securities for which a registration statement on Form S-8 (Regis.
No. 333-93381)  relating to the Arkansas Best Corporation  Supplemental  Benefit
Plan  was  previously  filed  and is  effective.  The  contents  of the  earlier
registration  statement are  incorporated  by reference  into this  registration
statement.

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, filed as
                  Exhibit 4.1 to the  Company's  Registration  Statement on Form
                  S-8 (No. 333-93381), and incorporated herein by reference.

         4.2      Amendment  to  the  Arkansas  Best  Corporation   Supplemental
                  Benefit Plan, effective April 19, 2000.

         4.3      Second Amendment to the Arkansas Best Corporation Supplemental
                  Benefit Plan, effective January 22, 2003.

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

         4.5      Amended  and  Restated  Bylaws  of the  Corporation,  filed as
                  Exhibit 3.2 to the  Company's  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).

Item 9.  Undertakings.

         A. The undersigned registrant hereby undertakes:

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

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

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

                                      II-1
<PAGE>

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-2
<PAGE>


                                POWER OF ATTORNEY

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

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all the  requirements  for  filing on Form S-8 and has duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Fort Smith,  State of Arkansas,  on January 29,
2003:

                                            ARKANSAS BEST CORPORATION


                                            By:      /s/ David E. Loeffler
                                               ---------------------------------
                                               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. Marquard                  Chairman of the Board, Director                         December 31, 2002
---------------------------------
William A. Marquard


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


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


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


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



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


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


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


</TABLE>


                                      II-3
<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 January 29, 2003.


                                          ARKANSAS BEST CORPORATION


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






                                      II-4
<PAGE>


                                  EXHIBIT INDEX


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

         4.1      Arkansas Best Corporation  Supplemental Benefit Plan, filed as
                  Exhibit 4.1 to the  Company's  Registration  Statement on Form
                  S-8 (No. 333-93381), and incorporated herein by reference.

         4.2      Amendment  to  the  Arkansas  Best  Corporation   Supplemental
                  Benefit Plan, effective April 19, 2000.

         4.3      Second Amendment to the Arkansas Best Corporation Supplemental
                  Benefit Plan, effective January 22, 2003.

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

         4.5      Amended  and  Restated  Bylaws  of the  Corporation,  filed as
                  Exhibit 3.2 to the  Company's  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.
[{"type": "S-8", "sequence": "1", "filename": "supplementalplan-s8.txt", "secsgml_size_bytes": 15009}]
{"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": "333-102816", "film-number": "03530600"}, "business-address": {"street1": "3801 OLD GREENWOOD RD", "city": "FORT SMITH", "state": "AR", "zip": "72903", "phone": "5017856000"}, "mail-address": {"street1": "P O BOX 48", "city": "FORT SMITH", "state": "AR", "zip": "72902"}}
As filed with the Securities and Exchange Commission on January 29, 2003
                                               Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                   ___________________________________________
                            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                Maximum                 Maximum               Amount of
   Title of Securities             to be             Offering Price            Aggregate         Registration Fee(3)
     to be Registered           Registered         per Obligation(2)       Offering Price(2)
----------------------------------------------------------------------------------------------------------------------
Supplemental Benefit Plan
     Obligations (1)            $35,000,000               100%                $35,000,000              $3,220
======================================================================================================================
(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).
This  registration   statement  is  being  filed  pursuant  to  General
Instruction E. of Form S-8 solely to register additional  securities of the same
class as other securities for which a registration statement on Form S-8 (Regis.
No. 333-93381)  relating to the Arkansas Best Corporation  Supplemental  Benefit
Plan  was  previously  filed  and is  effective.  The  contents  of the  earlier
registration  statement are  incorporated  by reference  into this  registration
statement.

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, filed as
                  Exhibit 4.1 to the  Company's  Registration  Statement on Form
                  S-8 (No. 333-93381), and incorporated herein by reference.

         4.2      Amendment  to  the  Arkansas  Best  Corporation   Supplemental
                  Benefit Plan, effective April 19, 2000.

         4.3      Second Amendment to the Arkansas Best Corporation Supplemental
                  Benefit Plan, effective January 22, 2003.

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

         4.5      Amended  and  Restated  Bylaws  of the  Corporation,  filed as
                  Exhibit 3.2 to the  Company's  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).

Item 9.  Undertakings.

         A. The undersigned registrant hereby undertakes:

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

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

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

                                      II-1
B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-2
POWER OF ATTORNEY

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

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets  all the  requirements  for  filing on Form S-8 and has duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Fort Smith,  State of Arkansas,  on January 29,
2003:

                                            ARKANSAS BEST CORPORATION

                                            By:      /s/ David E. Loeffler
                                               ---------------------------------
                                               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. Marquard                  Chairman of the Board, Director                         December 31, 2002
---------------------------------
William A. Marquard

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

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

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

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

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

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

/s/ Alan J. Zakon, Ph.D                  Director                                                December 27, 2002
---------------------------------
Alan J. Zakon, Ph.D.
II-3
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 January 29, 2003.

                                          ARKANSAS BEST CORPORATION

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

                                      II-4
EXHIBIT INDEX

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

         4.1      Arkansas Best Corporation  Supplemental Benefit Plan, filed as
                  Exhibit 4.1 to the  Company's  Registration  Statement on Form
                  S-8 (No. 333-93381), and incorporated herein by reference.

         4.2      Amendment  to  the  Arkansas  Best  Corporation   Supplemental
                  Benefit Plan, effective April 19, 2000.

         4.3      Second Amendment to the Arkansas Best Corporation Supplemental
                  Benefit Plan, effective January 22, 2003.

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

         4.5      Amended  and  Restated  Bylaws  of the  Corporation,  filed as
                  Exhibit 3.2 to the  Company's  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.