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                                                                  EXHIBIT 10(m)

                        AMERICAN FREIGHTWAYS CORPORATION

                              AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN


          WHEREAS, American Freightways Corporation (the "Company"), desires to
adopt an Employee Stock Purchase Plan (the "Plan") providing for the grant of
options to purchase common stock of the Company to eligible employees who are
employed by the Company or its subsidiaries;

          Now, therefore, the Company hereby establishes the Plan, the terms of
which shall be as follows:

1.   Purpose
     -------

          The purpose of this Employee Stock Purchase Plan is to give only
eligible employees of American Freightways Corporation, an Arkansas corporation,
and its Subsidiaries, an opportunity to acquire shares of its Common Stock, $.01
par value, and to continue to promote its best interests and enhance the long-
term performance of such Employees.


2.   Definitions

          Wherever used herein, the following words and phrases shall have the
meanings stated below unless a different meaning is plainly required by the
context:

(a)  "Act" means the Securities Act of 1933, as amended.

(b)  "Board" means the Board of Directors of the Company.

(c)  "Code" means the Internal Revenue Code of 1986, as amended.

(d)  "Committee" means a committee appointed by the Board and composed of not
     less than three members of the Board to which the Board may delegate its
     powers with respect to administration of the Plan pursuant to Section 3
     hereof.

(e)  "Common Stock" means shares of the common stock of the Company, $.01 par
     value.

(f)  "Company" means American Freightways Corporation, an Arkansas corporation,
     and, unless the context hereof requires otherwise, the Subsidiaries.

(g)  "Eligible Employee" for the purposes of Section 5 hereof shall mean each
     person who, on the applicable Grant Date, is employed by the Company or a
     Subsidiary as follows:

     1)   An Employee who has been employed for more than one year;
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     2)   An Employee whose customary employment is for more than five months in
          any calendar year; and

     3)   An Employee who is not a Highly Compensated Employee.
 
     Determination of the Committee as to eligible employees shall be conclusive
     and binding in all parties.

(h)  "Grant Period" means a period of 12 months commencing on the first day of
     grant of an Option hereunder.

(i)  "Fair Market Value" of Common Stock as of the applicable Grant Date shall
     mean:

     (1)  If the Common stock is listed on a national securities exchange or
          market or is traded in the over-the-counter market and sales prices
          are regularly reported for the Common Stock, the average of the mean
          bid and mean ask prices of the Common Stock as of the Grant Date or,
          if applicable, the closing sales price of the Common Stock as reported
          by such national exchange or market, or if not quoted on such because
          it is a Saturday, Sunday or holiday, or because no trades occurred on
          the Grant Date, then on the business day for which such quotations are
          available that immediately precedes such Grant Date, and

     (2)  If the Common Stock is neither listed on a national securities
          exchange nor traded on the over-the-counter market, such value as the
          Board, in good faith, shall determine.

     Notwithstanding any provision of the Plan to the contrary, no determination
     made with respect to the Fair Market Value of Common Stock subject to an
     Option shall be inconsistent with Section 423 of the Code (or successor
     provision) or regulations thereunder.

(j)  "Fair Market Value of Common Stock" as of any Purchase Date shall mean:

     (1)  If the Common Stock is listed on a national securities exchange or
          market system, or is traded in the over-the-counter market and sales
          prices are regularly reported for the Common Stock, the average of the
          mean bid and mean ask price of the Common Stock on the date
          immediately preceding the Purchase Date, or if applicable, the closing
          sales price of the Common Stock as reported by such national
          securities exchange or market; or if not quoted on such because no
          trades occurred on such date, then on the business day for which such
          quotations are available immediately preceding such date; and


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     (2)  If the Common Stock is neither listed on a national securities
          exchange nor traded on the over-the-counter market, such value as the
          Board, in good faith, shall determine.

     Notwithstanding any provision of the Plan to the contrary, no determination
     made with respect to the Fair Market Value of Common Stock subject to an
     Option shall be inconsistent with Section 423 of the Code or regulations
     thereunder.

(k)  "Grant Date" means any date on which the Committee elects to grant options
     hereunder, it being within the scope of this Plan that any number of Grant
     Dates may occur within any one year.

(l)  "Highly Compensated Employee" means an employee who meets Section 414(q) of
     the Code.

(m)  "Option" means an option granted hereunder that will entitle an Eligible
     Employee to purchase shares of Common Stock on the applicable Purchase
     Date.

(n)  "Option Price" means the lower of:

     (1)  85% of the Fair Market Value per share of Common Stock as set forth in
          Section 2(i) hereof; or

     (2)  85% of the Fair Market Value per share of Common Stock as set forth in
          Section 2(j) hereof.

(o)  "Plan" means the American Freightways Corporation Employee Stock Purchase
     Plan as set forth herein.

(p)  "Purchase Date" means the date which is one calendar year, less one day,
     from the applicable Grant Date.  If the Purchase Date falls upon a date
     which the Company is not open for business, then the Purchase Date shall be
     the next preceding date in which the Company is open for business.

(q)  "Subsidiary" or "Subsidiaries" means a corporation or corporations of which
     stock possessing at least 51% of the total combined voting power of all
     classes of stock entitled to vote is owned by the Company or by any other
     Subsidiary or Subsidiaries.


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3.   Administration of the Plan

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board") consisting
of not less than three (3) members appointed by the Board and serving at the
Board's pleasure.  Each member of the Committee shall be both a member of the
Board who is a "disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 (Exchange Act) or any successor rule or
regulation.  Any vacancy occurring in the membership of the Committee shall be
filled by appointment by the Board.  The Committee may appoint a Plan
Administrator who may or may not be an employee or affiliate of the Company to
assist in the day-to-day administration of the Plan.


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     The Committee may interpret the Plan, prescribe, amend, and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan, and take such other action as it deems necessary or advisable, except as
otherwise expressly reserved to the Board in the Plan.  All decisions and
actions made by the Committee pursuant to the provisions of the Plan shall be
made by a majority of its members.  Any decision reduced to writing and signed
by a majority of the members shall be fully effective as if it had been made by
a majority at a meeting duly held.  Any interpretation, determination or other
action made or taken by the Committee shall be final, binding and conclusive.


4.   Maximum Limitations

     The total number of shares of Common Stock available for grant as Options
pursuant to Section 5 shall not exceed 600,000, subject to adjustment pursuant
to Section 9 hereof.  Shares of Common Stock granted pursuant to the Plan may be
authorized but unissued shares of Common Stock or shares now or hereafter held
by or on behalf of the Company.  In the event that any Option granted pursuant
hereto expires or is terminated, surrendered or cancelled without being
exercised, in whole or in part, for any reason, the number of shares of Common
Stock theretofore subject to such Option shall again be available for grant as
an Option hereunder and shall not reduce the total number of shares of Common
Stock available for grant.


5.   Basis of Participation and Granting of Options

(a)  Each person who is an Eligible Employee on a Grant Date, subject to earlier
     termination of the Plan pursuant to Section 13(c) hereof, ending with the
     last Grant Date on which shares of Common Stock are available for grant
     within the limitation set forth in Section 4, will be granted an Option
     hereunder which will entitle such Eligible Employee at the discretion of
     such Eligible Employee to purchase on the Purchase Date, at the Option
     Price per share, a whole number of shares of Common Stock having a Fair
     Market Value at the Grant Date of no less than $100 and no more than the
     greater of (i) the Fair Market Value at the Grant Date of 200 shares of
     Common Stock, or (ii) $1,200.  The Grant Date applicable to an Option
     granted pursuant to this Section 5 shall be the date of the grant of such
     Option.

(b)  If the number of shares of Common Stock for which Options are granted
     pursuant to this Section 5 exceeds the number of shares set forth and
     calculated pursuant to Section 4 hereof, then outstanding, unexercised
     Options shall, in a nondiscriminatory manner, be reduced.


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6.   Terms of Options.

(a)  Each Option granted under Section 5 and exercised by delivering written
     notice and payment thereof as provided in Section 7 shall, unless sooner
     expired pursuant to Section 6, become exercisable on the Purchase Date.
     Each Option not exercised on the Purchase Date next succeeding the Grant
     Date shall terminate and expire.

(b)  Each Option granted under Section 5 and exercised by electing to authorize
     a payroll deduction as provided in Section 7 shall, unless sooner expired
     pursuant to Section 6, become exercisable on the Purchase Date.  Each
     Option not exercised on the Purchase Date next succeeding the Grant Date
     shall terminate and expire.

(c)  Notwithstanding the foregoing, an Option shall expire on the date that the
     employment of the Eligible Employee with the Company and its Subsidiaries
     terminates (as such date is determined by the Board or the Committee in its
     discretion) for any reason other than death or disability of such Eligible
     Employee.

(d)  Notwithstanding the foregoing, if the employment of the Eligible Employee
     with the Company and its Subsidiaries terminates by reason of the death of
     such Eligible Employee, outstanding Option(s) held by such Employee shall
     expire on the Purchase Date as set forth in the subject Option.

(e)  Notwithstanding the foregoing, if the employment of the Eligible Employee
     with the Company and its subsidiaries terminates by reason of the full or
     permanent disability of such Eligible Employee (as defined in the Code),
     outstanding Option(s) held by such Employee shall become exercisable on the
     90th calendar day following the date on which such disability occurs (as
     such dates are determined by the Board or the Committee); thereafter, such
     Options shall terminate and expire.


7.   Manner of Exercise of Options and Parents for Common StocK

(a)  An Option may be exercised by an optionee by:

     (i)  delivering written notice to the Secretary of the Company stating the
          number of shares of Common Stock with respect to which the Option is
          being exercised (within the maximum and minimum number of such shares
          set forth in the Option or in Section 5 hereto) and tendering payment
          therefor in full in cash or by certified check on the Purchase Date.
          Written notice hereunder will be effective if it is delivered pursuant
          to Section 13(i) at or before 5:00 P.M. at the principal executive
          offices of the Company either on the date immediately preceding the
          Purchase Date or on the Purchase Date.  A written notice hereunder
          delivered prior to the date immediately preceding the Purchase Date
          will not become effective until the date immediately preceding the
          Purchase Date and, until effective, may be revoked by the optionee by
          delivery of a written revocation to the Secretary of the Company; or

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     (ii) electing to authorize a payroll deduction made by the Company of the
          Option Price times the number of shares of Common Stock which the
          Optionee anticipates purchasing upon the exercise of the Option by the
          optionee.  Such amount is to be equally divided by the number of
          payroll periods in a twelve month period. Such payroll deductions will
          be credited, without interest, to an account under the Plan.  As of
          the Purchase Date, the amount of each participating employee's account
          is totaled.  If a participating employee has sufficient funds in his
          account to purchase any whole number of full shares of the Common
          Stock at the Option Price, such employee shall be deemed to have
          exercised his option to purchase shares (to the full extent of funds
          in his account as of the Purchase Date) at the Option Price and his
          account shall be charged for the amount of the purchase.  Any unused
          balance in a participating employee's account at the Purchase Date due
          to insufficient funds for the purchase of any whole share or due any
          limitation on the grant or exercise of options expressed herein will
          be refunded without interest.  If on or as of the Purchase Date the
          optionee elects in writing to acquire a number of shares of Common
          Stock having an aggregate Option Price in excess of amounts reserved
          in his or her payroll deduction account, then, at the option of such
          optionee, such optionee may, on the Purchase Date remit to the Company
          the total amount of such excess in cash or cashier's check.

(b)  An Eligible Employee may decrease his payroll deduction amount up to four
     times (once per quarter) during the Grant Period.  Such decrease will
     become effective on the next pay period following the receipt by the
     Company of written notice of the decrease from the employee.  Decreases in
     payroll deductions shall proportionally reduce the number of shares of
     Common Stock into which the subject Option shall be exercisable.  An
     Eligible Employee may not increase his payroll deduction once an
     authorization for payroll deduction becomes effective.

(c)  Prior to an applicable Purchase Date, an Eligible Employee may make total
     withdrawals of unused payroll deductions credited to his account under the
     Plan by providing proper notice to the Company.  Unused balances shall be
     paid to such employee, without interest, after the timely receipt of the
     notice, and no further payroll deductions may be made for the remainder of
     the Grant Period.  The number of shares of Common Stock into which the
     Option is exercisable shall be reduced to the extent of an Eligible
     Employee's withdrawal from his or her payroll deduction account.

As soon as possible following such exercise, a certificate representing the
shares of Common Stock purchased, in the name of the optionee, shall be issued
in the name of the optionee and delivered to the optionee or his designee.

8.   Transferability.

     No Option may be transferred, assigned, pledged, or hypothecated (whether
by operation of law or otherwise), except as provided by will or the applicable
laws of descent or distribution, and no Option shall be subject to execution,
attachment or similar process. Any attempted assignment, 

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transfer, pledge, hypothecation or other disposition of any Option, or levy of
attachment or similar process upon the Option not specifically permitted herein
shall be null and void and without effect.  An Option may be exercised only by
the Eligible Employee during his or her lifetime, or pursuant to Section 6, by
his or her estate or the person who acquires the right to exercise such Option
upon his or her death by bequest or inheritance.

     Any shares issued upon exercise of an Option shall, unless subject to a
registration statement that is effective under the Act, bear a legend
restricting transfer thereof, containing substantially the following language:

     The securities represented by this certificate have not been registered
     under federal or state securities laws.

     These securities may not be sold, transferred or assigned in the absence of
     an effective registration statement for the securities under applicable
     federal or state securities laws or an opinion of counsel satisfactory to
     the issuer to the effect that such sale, transfer or assignment is exempt
     from registration thereunder.


9.   Adjustment Provisions

     The aggregate number of shares of Common Stock with respect to which all
Options may be granted hereunder (as set forth in Section 4 hereof), the
aggregate number of shares of Common Stock subject to each outstanding Option,
and the Option Price per share of each Option may all be appropriately adjusted
as the Board may determine for any increase or decrease in the number of shares
of issued Common Stock resulting from a subdivision or consolidation of shares,
whether through reorganization, recapitalization, stock split-up, stock
distribution or combination of shares, or the payment of a share dividend or
other increase or decrease in the number of shares outstanding effected without
receipt of consideration by the Company.  Adjustments under this Section 9 shall
be made according to the sole discretion of the Board, and its decision shall be
binding and conclusive.


10.  Dissolution, Merger, Consolidation

     Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company pursuant to which the Company is not the surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction; provided, however, that the Board shall give at least 30
days' prior written notice of the intended date in which such event is to be
consummated to each optionee during which time he or she shall have a right to
exercise his or her wholly or partially unexercised Option and, subject to prior
expiration pursuant to Section 6, each Option shall be exercisable after receipt
of such written notice and prior to the effective date of such transaction.


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11.  Effectiveness and Termination of the Plan

     The effective date of the Plan is March 1, 1994.  Unless terminated sooner
pursuant to the provisions contained herein, the Plan shall terminate on 
March 1, 1999.

12.  Limitation on Options

     Notwithstanding any other provisions of the Plan:

(a)  The Company intends that Options granted and Common Stock issued under the
     Plan shall be treated for all purposes as granted and issued under an
     employee stock purchase plan within the meaning of Section 423 of the Code
     and regulations issued thereunder.  Any provisions required to be included
     in the Plan under said Section and regulations issued thereunder are hereby
     included as fully as though set forth in the Plan at length.

(b)  No Eligible Employee shall be granted an Option under the Plan if,
     immediately after the Option was granted, the Eligible Employee would own
     stock constituting 5% or more of the total combined voting power or total
     value of all classes of stock of the Company or of any parent or Subsidiary
     of the Company.  For purposes of this Section 12(b), stock ownership of an
     individual shall be as determined under the rules of Section 425(d) of the
     Code and stock which the Eligible Employee may purchase under outstanding
     Options shall be treated as stock owned by the Eligible Employee.

(c)  No Eligible Employee shall be granted an Option under the Plan which
     permits his or her rights to purchase stock under all employee stock
     purchase plans (as defined in Section 423 of the Code) of the Company and
     any parent or Subsidiary of the Company to accrue at a rate which exceeds
     $25,000 of Fair Market Value of such stock (determined at the time of the
     grant of such Option) for each calendar year in which such Option is
     outstanding at any time.  Any Option granted under the Plan shall be deemed
     to be reduced or otherwise modified to the extent necessary to satisfy this
     paragraph (c).

13.  General

(a)  Legal and Other Requirements.  The obligations of the Company to sell and
     deliver Common Stock under the Plan shall be subject to all applicable
     laws, regulations, rules and approvals, including, but not by way of
     limitation, the effectiveness of a registration statement under the
     Securities Act of 1933 if deemed necessary or appropriate by the Company.
     Certificates for shares of Common Stock issued hereunder may bear any
     legend as the Board or the Committee shall in its discretion deem
     appropriate.

(b)  No Obligation To Exercise.  The granting of an Option shall impose no
     obligation upon an optionee to exercise such Option.


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(c)  Termination and Amendment of Plan.  The Board may from time to time alter,
     amend or suspend the Plan or any Option granted hereunder or may at any
     time terminate the Plan, except that it may not effect a change
     inconsistent with Section 423 of the Code or regulations issued thereunder.
     No action taken by the Board under this Section may materially and
     adversely affect any outstanding Option without the consent of the holder
     thereof.

(d)  Withholding Taxes.  Upon the exercise of any Option under the Plan, the
     Company shall have the right to require the optionee to remit to the
     Company an amount sufficient to satisfy all federal, state and local
     withholding tax requirements prior to the delivery of any certificate or
     certificates for shares of Common Stock.

(e)  Right to Terminate Employment.  Nothing in the Plan or any agreement
     entered into pursuant to the Plan shall confer upon any Eligible Employee
     or other optionee the right to continue in the employment of the Company or
     any Subsidiary or affect any right which the Company or any Subsidiary may
     have to terminate the employment of such Eligible Employee or other
     optionee.

(f)  Rights as a Shareholder.  No holder of options shall, as such, have any
     right as a shareholder unless and until certificates for shares of Common
     Stock are issued to him.

(g)  Leaves of Absence and Disability.  The Board or the Committee shall be
     entitled to make such rules, regulations and determinations as it deems
     appropriate under the Plan in respect of any leave of absence taken by or
     disability of any Eligible Employee.  Without limiting the generality of
     the foregoing, the Board or the Committee shall be entitled to determine
     (i) whether or not any such leave of absence shall constitute a termination
     of employment within the meaning of the Plan, and (ii) the impact, if any,
     of any such leave of absence on Options under the Plan theretofore granted
     to any Eligible Employee who takes such leave of absence.

(h)  Notices.  Every direction, revocation or notice authorized or required by
     the Plan shall be deemed delivered to the Company (1) on the date it is
     personally delivered to the Secretary of the Company at its principal
     executive offices or (2) three business days after it is sent by registered
     or certified mail, postage prepaid, addressed to the Secretary at such
     offices; and shall be deemed delivered to an optionee (1) on the date it is
     personally delivered to him or her or (2) three business days after it is
     sent by registered or certified mail, postage prepaid, addressed to him or
     her at the last address shown for him on the records of the Company or of
     any Subsidiary.

(i)  Waiver of Notice.  Any person entitled to notice hereunder may waive such
     notice.

(j)  Company Records.  Records of the Company regarding the participant's period
     of employment, termination of employment and the reason therefor, leaves of
     absence, reemployment and other matters shall be conclusive for all
     purposes hereunder, unless determined by the Committee to be incorrect.


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(k)  Information.  The Company shall, upon request or as may be specifically
     required hereunder, furnish or cause to be furnished, all of the
     information or documentation which is necessary or required by the
     Committee to perform its duties and functions under this Plan.

(l)  No Liability of Company.  The Company assumes no obligation or
     responsibility to the participant (or such participant's successors and
     assigns by operation of law) for any act of, or failure to act on the part
     of, the Committee.

(m)  Elimination of Fractional Shares.  If under any provision of the Plan which
     requires a computation of the number of shares of Common Stock subject to
     an Option and the number so computed is not a whole number of shares of
     Common Stock, such number of shares of Common Stock shall be rounded down
     to the next whole number.

(n)  Corporation Action.  Any action required of the Company shall be by
     resolution of the Board or the Committee or by any other person authorized
     to so act by resolution of the Board.

(o)  Successors.  This Plan shall be binding upon the Eligible Employee, the
     Company, the Committee and each of their permitted successors and assigns.

(p)  Headings.  The titles and headings of Sections are included for convenience
     of reference only and are not to be considered in construction of the
     provisions hereof.

(q)  Governing Law.  All questions arising with respect to the provisions of
     this Plan shall be determined by application of the laws of the State of
     Arkansas to the extent not inconsistent with Section 423 of the Code and
     regulations hereunder and except to the extent Arkansas law is preempted by
     federal law.  The decision by the Company to deliver Stock hereunder is
     subject to applicable laws and to the approval of any governmental
     authority required in connection with the authorization, issuance, sale or
     delivery of such Stock.


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     IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated
Plan to be executed as of this 23rd day of January, 1996.

                                       AMERICAN FREIGHTWAYS CORPORATION



                                       By: /s/Tom Garrison
                                          -------------------------
                                       Its: Vice President
                                           -----------------------         


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