EXHIBIT 4.4.6

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated this
14th day of January, 2000, is made by and between OLD DOMINION FREIGHT LINE,
INC., a Virginia corporation (the "Borrower"), and FIRST UNION NATIONAL BANK
(formerly known as First Union National Bank of North Carolina), a national
banking association (the "Bank"), to the Credit Agreement, dated June 14, 1995,
as amended by First Amendment thereto, dated February 2, 1996, by Second
Amendment thereto, dated April 29, 1996, by Third Amendment thereto, dated as of
June 15, 1996, and by Fourth Amendment thereto, dated April 22, 1997 (the Credit
Agreement as amended, modified, restated or supplemented from time to time,
being called the "Credit Agreement"). All capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Credit
Agreement.

                                    RECITALS

         A. Pursuant to the Credit Agreement, the Bank has made available to the
Borrower a Revolving Line of Credit in the amount of $17,500,000 and a Letter of
Credit Facility in the amount of $15,000,000.

         B. The Borrower has requested that the Bank (i) increase the amount of
the Revolving Line of Credit Commitment from the sum of $17,500,000 to the sum
of $22,000,000, and (ii) decrease the amount of the Letter of Credit Facility
Commitment from the sum of $15,000,000 to the sum of $12,500,000.

         C. The Bank has agreed to such requests, and the Borrower and the Bank
have therefore agreed to amend the Credit Agreement as set forth herein.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
expressly acknowledged, the Borrower and the Bank hereby agree as follows:

                                    ARTICLE I

                         AMENDMENTS TO CREDIT AGREEMENT

         Effective as of the date hereof, and subject to the satisfaction of the
conditions precedent set forth below, the Credit Agreement is amended as
follows:

         1.1 Recitals. The third recital of the Credit Agreement is amended in
its entirety to read as follows:

                  "WHEREAS, Bank has agreed to extend financial accommodations
         for such purposes to Borrower in the form of a (a) $22,000,000
         revolving line of credit, which may be increased as evidenced by
         additional notes executed or to be executed by Borrower to the order of
         Bank, and (b) $12,500,000 standby letter of credit facility to be made
         in accordance with, and subject to, the terms and conditions set forth
         below;".

         1.2 Defined Terms. Section 1.1 of the Credit Agreement is amended by
deleting the definitions of "Letter of Credit Facility Commitment" and
"Revolving Line of Credit Commitment" in their entirety and by substituting in
lieu thereof the following:

                  "Letter of Credit Facility Commitment" shall mean $12,500,000.

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                  "Revolving Line of Credit Commitment" shall mean $22,000,000.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants to the Bank that:

         2.1 Acknowledgment of Obligations. As of the close of business on
January 7, 2000, the aggregate principal amount of Revolving Loans owing by
Borrower under the $25,000,000 Amended and Restated Revolving Credit Note, dated
February 2, 1996, is in the sum of $16,550,000, and the aggregate amount of
Letter of Credit Obligations owing by the Borrower is in the sum of $11,384,500,
and all such Obligations are owing by the Borrower to the Bank without any
defense, deduction, offset or counterclaim of any nature.

         2.2 Compliance with Credit Agreement. As of the date of the execution
of this Amendment, the Borrower is in compliance with all of the terms and
provisions set forth in the Loan Documents to be observed or performed by the
Borrower.

         2.3 Representations in Credit Agreement. The representations and
warranties of the Borrower set forth in the Credit Agreement are true and
correct in all material respects.

         2.4 No Event of Default. No Default or Event of Default exists.

                                   ARTICLE III

                         MODIFICATION OF LOAN DOCUMENTS

         3.1 Loan Documents. Any individual or collective reference to any of
the Loan Documents shall hereafter mean such Loan Document as amended by this
Amendment, and as further amended, restated and supplemented or modified from
time to time, including, without limitation, all references to the Credit
Agreement, which shall mean the Credit Agreement as amended hereby and as
further amended from time to time.

                                   ARTICLE IV

                                     GENERAL

         4.1 Full Force and Effect. Except as expressly amended hereby, the
Credit Agreement and the other Loan Documents shall continue in full force and
effect in accordance with the provisions thereof. As used in the Credit
Agreement and the other Loan Documents, "hereinafter", "hereto", "hereof", or
words of similar import, shall mean the Credit Agreement or the other Loan
Documents, as the case may be, as amended by this Amendment.

         4.2 Applicable Law. This Amendment shall be governed by and construed
in accordance with the internal laws and judicial decisions of the State of
North Carolina.

         4.3 Headings. The headings of this Amendment are for the purpose of
reference only and shall not effect the construction of this Amendment.

         4.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE BORROWER AND THE BANK EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT
AGREEMENT OR THE OTHER LOAN DOCUMENTS.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered under seal by their duly authorized officers to be
effective as of the date first above written.

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ATTEST:                               OLD DOMINION FREIGHT LINE, INC.

     JOEL B. McCARTY, JR.             By:  J. WES FRYE
-----------------------------             ---------------------------------
         Secretary                        Title:  Treasurer and Chief
                                                    Financial Officer

    [CORPORATE SEAL]

                                     FIRST UNION NATIONAL BANK (formerly known
                                     as First Union National Bank of North
                                     Carolina)


                                     By:  RICHARD J. RIZZO, JR.
                                         ------------------------------------
                                          Title:  Senior Vice President and
                                                   Director