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                                                                   EXHIBIT 10(g)

                       AMERICAN FREIGHTWAYS CORPORATION
                             AMENDED AND RESTATED
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                   SECTION 1
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          1.  This 1995 Non-Employee Director Stock Option Plan (the "Plan") as
amended and restated in 1995, is intended to attract and retain the services of
a non-employee director ("Director") of American Freightways Corporation (the
"Company"), for the benefit of the Company and its shareholders and to provide
additional incentive for such persons to continue to work for the best interests
of the Company and its shareholders.

          2.  ADMINISTRATION.  The Plan shall be administered by the Board of
Directors of the Company (the "Board").  The Board shall have the power to
construe the Plan, to determine all questions arising thereunder and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable.

          The interpretation and construction by the Board of any provisions of
the Plan or of any option granted under it shall be final.  No member of the
Board shall be liable for any action or determination made in good faith with
respect to the Plan or any option granted under it.

          3.  ELIGIBILITY.  Each person who shall have been elected or appointed
a director of the Company at our or after its annual meeting of stockholders
shall automatically be granted options to purchase 2,000 shares of the Company's
common stock (subject to further adjustment as provided herein) on each
succeeding first day in February, commencing in 1995, provided, that such
automatic option grants shall be made only if the recipient director (i) is not
otherwise an employee of the Company or any subsidiary on the date of grant,
(ii) was not an employee of the Company or any subsidiary at any time during the
period commencing on the date of the immediately preceding annual meeting of
stockholders and ending on the date of grant (the "Eligibility Period") and
(iii) served on the Board of Directors for the entire Eligibility Period.

          The dates on which options are granted hereunder are referred to
herein as the "Grant Date."

          All options granted to any Directors under this Section 3 shall vest
at the rate of 20% per year beginning on the first anniversary of the Grant
Date.

          4.  SHARES OF STOCK SUBJECT TO THE PLAN.  The shares that may be
issued under the Plan shall be authorized and unissued or reacquired shares of
the Company's common stock (the "Common Stock").  The aggregate number of shares
which may be issued under the Plan shall not exceed 50,000 shares of Common
Stock, unless an adjustment is required in accordance with Section 3.
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          5.  AMENDMENT OR TERMINATION OF THE PLAN.  The Board of Directors may,
insofar as permitted by law, from time to time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever, except that no such amendment
shall alter or impair or diminish any rights or obligations under any option
theretofore granted under the Plan without the consent of the person to whom
such option was granted.  In addition no such amendment shall be effective
without shareholder approval is such approval is required in order to assure the
Plan's continued qualification under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.  The Plan's provisions regarding the formula
for determining the amount, exercise price, and timing of options to be granted
under the Plan shall in no event be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code of 1986, as
amended.

          6.  EXPIRATION OF PLAN.  Options may be granted under the Plan until
February 1, 1998.  Notwithstanding the foregoing, each option granted under the
Plan shall remain in effect until such option has been satisfied by the issuance
of shares or terminated in accordance with its terms and the terms of the Plan.

          7.  NONASSIGNABILITY.  No option shall be assignable or transferable
by the grantee except by will or by the laws of descent and distribution.  
During the lifetime of the optionee, the option shall be exercisable only by him
or her, and no other person shall acquire any rights therein.

          8.  WITHHOLDING TAXES.  Whenever shares of Common Stock are to be
issued under the Plan, the Company shall require the optionee to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares.

          9.  DEFINITION OF "FAIR MARKET VALUE".  For the purposes of this Plan,
the term "fair market value," when used in reference to the date of grant of an
option shall be the mean:

          If the Shares of the Company are listed on a national securities
exchange (including the New York, American or NASDAQ National Market System) in
the United States on the date any Option is granted, the fair market value per
Share shall be deemed to be the average of the high and low sale prices per
share of such Shares of the Company on such national securities exchange in the
United States on such date, as published by the Wall Street Journal or other
reliable publication, but if the Shares of the Company are not traded on such
date or such national securities exchange is not open for business on such date,
the fair market value per Share shall be the average of such high and low sale
prices on the last preceding date on which such exchange shall have been open
for business and the Shares of the Company were traded.  If the Shares of the
Company are listed on more than one national securities exchange in the United
States on the date any such Option is 

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granted, the Committee shall determine, in its discretion, which national
securities exchange shall be used for the purpose of determining the fair market
value per Share.

          If at any date any Option is granted a public market exists for the
Shares of the Company but such Shares are not listed on a national securities
exchange in the United States, the fair market value per Share shall be deemed
to be the mean between the closing bid and asked quotations in the over-the-
counter market for such Shares of the Company in the United States on the date
such Option is granted.  If there are no bid and asked quotations for such
Shares on such date, the fair market value per Share shall be deemed to be the
mean between the closing bid and asked quotations in the over-the-counter market
in the United States for such Shares of the Company on the closest date
preceding the date such Option is granted, for which such quotations are
available.


                                   SECTION 2
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                                 STOCK OPTIONS
                                 -------------

          1.  AWARD OF STOCK OPTIONS.  Awards of stock options shall be made
under the Plan under all the terms and conditions contained herein.  Each option
granted under the Plan shall be evidenced by an option agreement duly executed
on behalf of the Company and by the recipient, which option agreements shall
comply with and be subject to the terms and conditions of the Plan.  Any option
agreement may contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Board.

          2.  TERM OF OPTIONS AND EFFECT OF TERMINATION.  Notwithstanding any
other provision of the Plan, no option granted under the Plan shall be
exercisable after the expiration of ten years from the date of its grant.

          In the event that any outstanding option under the Plan expires by
reason of lapse of time or otherwise is terminated for any reason, the shares of
Common Stock subject to any such option which have not been issued pursuant to
the exercise of the option shall again become available in the pool of shares of
Common Stock for which options may be granted under the Plan.

          3.  TERMS AND CONDITIONS OF OPTIONS.  Options granted pursuant to the
Plan shall be evidenced by agreements in such form as the Board shall from time
to time determine, which agreements shall comply with the following terms and
conditions.

          A.  Number of Shares.  Each option agreement shall state the number of
shares to which the option pertains.

          B.  Option Price.  Each option agreement shall state the option price
per share (or the method by which such price shall be computed), which shall be
equal to 100% of the Fair Market Value of a share of the Common Stock on the
date such option is granted.

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          C.  Medium and Time of Payment.  The option price shall be payable
upon the exercise of an option in the legal tender of the United States.  Upon
receipt of payment, the Company shall deliver to the optionee (or person
entitled to exercise the option) a certificate or certificates for the shares of
Common Stock to which the option pertains.

          D.  Exercise of Options.  Options granted under the Plan shall vest
and become exercisable in 20% increments per year, beginning on the first
anniversary of the Grant Date of the Option.

          To the extent that an option has become exercisable and subject to the
restrictions and limitations set forth in this Plan and any option agreement, it
may be exercised in whole or such lesser amount as may be authorized by the
option agreement.  If exercised in part, any vested, unexercised portion of an
option shall continue to be held by the optionee and may thereafter be exercised
as provided herein.

          E.  Termination of Director.  If an optionee ceases to be a director
for any reason, any option held by such person may be exercised at any time
within 90 days after the date on which such person ceased to be a director, but
only to the extent the option was vested and exercisable at such date.

          Any such option granted hereunder may be exercised by the executors or
administrators of the optionee's estate or by any person or persons who shall
have acquired the option directly from the optionee by his will or the
applicable law of descent and distribution.


                                   SECTION 3
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                     RECAPITALIZATIONS AND REORGANIZATIONS
                     -------------------------------------

          The number of shares of Common Stock covered by the Plan, the number
of shares and price per share of each outstanding option, and the number of
shares subject to each grant provided for in Section 1 hereof shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend or any other increase
or decrease in the number of issued and outstanding shares of Common Stock
effected without receipt of consideration by the Company.

          If the Company shall be the surviving corporation in any merger or
consolidation, each outstanding option shall pertain to and apply to the
securities to which a holder of the same number of shares of Common Stock that
are subject to that option would have been entitled.  A dissolution or
liquidation of the Company, or a merger or consolidation in which the Company is
not the surviving corporation, shall cause each outstanding option to terminate,
unless the agreement of 

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merger or consolidation shall otherwise provide; provided that, in the event
such dissolution, liquidation, merger or consolidation will cause outstanding
options to terminate, optionee shall have the right immediately prior to such
dissolution, liquidation, merger or consolidation to exercise his option in
whole or in part without regard to any limitations on the exercisability of such
option other than the expiration date of the option.

          To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.


                                   SECTION 4
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                           MISCELLANEOUS PROVISIONS
                           ------------------------

          1.  RIGHTS AS A SHAREHOLDER.  An optionee or a transferee of an option
as such shall have no rights as a shareholder with respect to any shares covered
by an option until the date of the receipt of payment (including any amounts
required by the Company pursuant to Subsection 10 of Section 1) by the Company.

          2.  PURCHASE FOR INVESTMENT.  Unless the shares of Common Stock to be
issued upon exercise of an option granted under the Plan have been effectively
registered under the Securities Act of 1933, as amended (the "Securities Act"),
the Company shall be under no obligation to issue any shares of Common Stock
covered by any option unless the person who exercises such option, in whole or
in part, shall give a written representation and undertaking to the Company
which is satisfactory in form and scope to counsel to the Company and upon
which, in the opinion of such counsel, the Company may reasonably rely, that he
is acquiring the shares of Common Stock issued to him pursuant to such exercise
of the option for his own account as an investment and not with a view to, or
for sale in connection with, the distribution of any such shares of Common
Stock, and that he will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the
Securities Act, or any other applicable law, and that if shares of Common Stock
are issued without such registration, a legend to this effect may be endorsed
upon the securities so issued.

          3.  OTHER PROVISIONS.  The option agreements authorized under the Plan
shall contain such other provisions, including, without limitation, restrictions
upon the exercise of the option or restrictions required by any applicable
securities laws, as the Board shall deem advisable.

          4.  APPLICATION OF FUNDS.  The proceeds received by the Company from
the sale of Common Stock pursuant to the exercise of options will be used for
general corporate purposes.

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          5.  NO OBLIGATION TO EXERCISE OPTION.  The granting of an option shall
impose no obligation upon the optionee to exercise such option.



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          IN WITNESS WHEREOF, AMERICAN FREIGHTWAYS CORPORATION, by its duly
authorized officer, has executed this Plan on the date indicated below.



Dated   January 23, 1996               By:/s/Tom Garrison
        ----------------                  ---------------------------
                                             Officer


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