As filed with the Securities and Exchange Commission on December 30, 1998
                           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
                             VOLUNTARY SAVINGS 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>
<S>                                                <C>              <C>                  <C>                   <C>

                                                   CALCULATION OF REGISTRATION FEE
=============================================================================================================================

                                                                          Proposed            Proposed           Amount of
                                                       Amount             Maximum             Maximum          Registration
             Title of Class of                         to be           Offering Price        Aggregate             Fee(4)
        Securities to be Registered                  Registered      per Obligation(2)   Offering Price(2) 
-----------------------------------------------------------------------------------------------------------------------------
   Voluntary Savings Plan Obligations (1)           $50,000,000             100%            $50,000,000           $13,900
=============================================================================================================================
<FN>

     (1)  The Voluntary  Savings Plan  Obligations are unsecured  obligations of
          Arkansas Best  Corporation to pay deferred  compensation in the future
          in  accordance  with  the  terms  of  the  Arkansas  Best  Corporation
          Voluntary Savings Plan.

     (2)  Estimated solely for the purpose of calculating the registration fee.

</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 Voluntary Savings 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, 1997;

                  (2) the  registrant's  Quarterly  Reports on Form 10-Q for the
         quarters ended March 31, June 30 and September 30, 1997, 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  "Corporation")  will
provide  certain  highly  compensated,  key  management,  or otherwise  eligible
employees of the Corporation and its subsidiaries  ABF Freight System,  Inc. and
Data-Tronics Corporation  the opportunity to defer receipt of a portion of their
regular  compensation  and other  bonuses by making  contributions  to the Plan.
Additionally, the Corporation will credit participating employees' accounts with
matching  contributions  and with  rates  of  return  based  on the  investments
selected  by  participating  employees  or the  Administrator  of the Plan.  The
matching  contributions  vest upon five  consecutive  years of employment of any
participating  employee  with the  Corporation,  or the  death,  disability,  or
retirement of such  participating  employee from the Corporation's  employ at or
after age sixty-five.  The  obligations of the  Corporation  under the Plan (the
"Obligations")  will be unsecured general  obligations of the Corporation to pay
the  deferred  compensation  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.

         The  amount  of  compensation  to be  deferred  by  each  participating
employee will be  determined  in accordance  with the Plan based on elections by
each participating employee. Distributions of the vested account balance of each
Obligation  will be payable (i) in a lump sum upon the voluntary or  involuntary
termination of employment,  death, or disability  of any participating employee,


                                      II-1

<PAGE>



or (ii) at the election of a participating employee, at a specified earlier date
or dates,  in lump sum or in  installments  over a period of up to fifteen years
subject to the terms and limitations of the Plan.

         The  Corporation  has  established  a rabbi or  grantor  trust to hold,
invest and reinvest the  deferrals  made by  participating  employees  under the
Plan. The placing of the Obligations in a rabbi trust does not protect the trust
assets  from the  claims  of the  Corporation's  general  secured  or  unsecured
creditors in the event of the Corporation's  bankruptcy or insolvency.  The Plan
will be administered by an administrator appointed by the Corporation's Board of
Directors.

         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
Corporation  reserves  the  right to amend or  terminate  the Plan at any  time,
except that no such amendment or termination shall adversely affect the right of
a  participating  employee to the vested balance of his or her account as of the
date  of  such  amendment  or  termination.  Upon a  change  of  control  of the
Corporation,  the Obligations  will be distributed  pursuant to the terms of the
Plan.  The  Obligations  are  not  convertible  into  another  security  of  the
Corporation.  The Obligations  will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Corporation.

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.

         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.



                                      II-2

<PAGE>



         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 Voluntary Savings 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-3

<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 29,
1998:

                         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>
<S>                                       <C>                                                        <C> 


            Signature                                          Capacity                                      Date
            ---------                                          --------                                      ----

                                          Chairman of the Board, Director                             December __, 1998
---------------------------------
William A. Marquard

/s/ Robert A. Young, III                  Director, Chief Executive Officer and                       December 29, 1998
---------------------------------         President
Robert A. Young, III                      (Principal Executive Officer)

/s/ David E. Loeffler                     Vice President -  Chief Financial                           December 29, 1998
---------------------------------         Officer and Treasurer (Principal
David E. Loeffler                         Financial and Accounting Officer)

                                          Director                                                    December __, 1998
---------------------------------
Frank Edelstein

/s/ Arthur J. Fritz, Jr.                  Director                                                    December 29, 1998
---------------------------------
Arthur J. Fritz, Jr.

                                          Director                                                    December __, 1998
---------------------------------
John H. Morris

/s/ Alan J. Zakon, Ph.D.                  Director                                                    December 29, 1998
---------------------------------
Alan J. Zakon, Ph.D.
</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
Voluntary 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 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 Voluntary Savings 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 (refer to signature page).



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ARKANSAS BEST CORPORATION", "secsgml_size_bytes": 24129}]
{"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": "333-69953", "film-number": "98778580"}, "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 30, 1998
                           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
                             VOLUNTARY SAVINGS 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(4)
        Securities to be Registered                  Registered      per Obligation(2)   Offering Price(2) 
-----------------------------------------------------------------------------------------------------------------------------
   Voluntary Savings Plan Obligations (1)           $50,000,000             100%            $50,000,000           $13,900
=============================================================================================================================
(1)  The Voluntary  Savings Plan  Obligations are unsecured  obligations of
          Arkansas Best  Corporation to pay deferred  compensation in the future
          in  accordance  with  the  terms  of  the  Arkansas  Best  Corporation
          Voluntary Savings Plan.

     (2)  Estimated solely for the purpose of calculating the registration fee.
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 Voluntary Savings 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, 1997;

                  (2) the  registrant's  Quarterly  Reports on Form 10-Q for the
         quarters ended March 31, June 30 and September 30, 1997, 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  "Corporation")  will
provide  certain  highly  compensated,  key  management,  or otherwise  eligible
employees of the Corporation and its subsidiaries  ABF Freight System,  Inc. and
Data-Tronics Corporation  the opportunity to defer receipt of a portion of their
regular  compensation  and other  bonuses by making  contributions  to the Plan.
Additionally, the Corporation will credit participating employees' accounts with
matching  contributions  and with  rates  of  return  based  on the  investments
selected  by  participating  employees  or the  Administrator  of the Plan.  The
matching  contributions  vest upon five  consecutive  years of employment of any
participating  employee  with the  Corporation,  or the  death,  disability,  or
retirement of such  participating  employee from the Corporation's  employ at or
after age sixty-five.  The  obligations of the  Corporation  under the Plan (the
"Obligations")  will be unsecured general  obligations of the Corporation to pay
the  deferred  compensation  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.

         The  amount  of  compensation  to be  deferred  by  each  participating
employee will be  determined  in accordance  with the Plan based on elections by
each participating employee. Distributions of the vested account balance of each
Obligation  will be payable (i) in a lump sum upon the voluntary or  involuntary
termination of employment,  death, or disability  of any participating employee,

                                      II-1
or (ii) at the election of a participating employee, at a specified earlier date
or dates,  in lump sum or in  installments  over a period of up to fifteen years
subject to the terms and limitations of the Plan.

         The  Corporation  has  established  a rabbi or  grantor  trust to hold,
invest and reinvest the  deferrals  made by  participating  employees  under the
Plan. The placing of the Obligations in a rabbi trust does not protect the trust
assets  from the  claims  of the  Corporation's  general  secured  or  unsecured
creditors in the event of the Corporation's  bankruptcy or insolvency.  The Plan
will be administered by an administrator appointed by the Corporation's Board of
Directors.

         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
Corporation  reserves  the  right to amend or  terminate  the Plan at any  time,
except that no such amendment or termination shall adversely affect the right of
a  participating  employee to the vested balance of his or her account as of the
date  of  such  amendment  or  termination.  Upon a  change  of  control  of the
Corporation,  the Obligations  will be distributed  pursuant to the terms of the
Plan.  The  Obligations  are  not  convertible  into  another  security  of  the
Corporation.  The Obligations  will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Corporation.

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.

         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.

                                      II-2
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 Voluntary Savings 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-3
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 29,
1998:

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

                                          Chairman of the Board, Director                             December __, 1998
---------------------------------
William A. Marquard

/s/ Robert A. Young, III                  Director, Chief Executive Officer and                       December 29, 1998
---------------------------------         President
Robert A. Young, III                      (Principal Executive Officer)

/s/ David E. Loeffler                     Vice President -  Chief Financial                           December 29, 1998
---------------------------------         Officer and Treasurer (Principal
David E. Loeffler                         Financial and Accounting Officer)

                                          Director                                                    December __, 1998
---------------------------------
Frank Edelstein

/s/ Arthur J. Fritz, Jr.                  Director                                                    December 29, 1998
---------------------------------
Arthur J. Fritz, Jr.

                                          Director                                                    December __, 1998
---------------------------------
John H. Morris

/s/ Alan J. Zakon, Ph.D.                  Director                                                    December 29, 1998
---------------------------------
Alan J. Zakon, Ph.D.
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
Voluntary 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 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 Voluntary Savings 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 (refer to signature page).

                                      II-7