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                                                                     EXHIBIT 4.6


             AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK OPTION
                    PLAN OF AMERICAN FREIGHTWAYS CORPORATION
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     THIS AMENDMENT, made by the Compensation Committee and the Board of
Directors of American Freightways Corporation (the "Company") is effective as of
the date signed by the officer below.

                               W-I-T-N-E-S-S-E-T-H

     WHEREAS, the Company sponsors the Amended and Restated 1993 Stock Option
Plan of American Freightways Corporation (the "Plan"); and

     WHEREAS, the Plan authorizes the Committee and the Board of Directors to
amend the Plan from time to time; and

     WHEREAS, the Committee and the Board of Directors has determined that it is
in the best interests of the Plan's participants and beneficiaries and the
Company's shareholders to amend Article XII of the Plan to provide for the
treatment of options upon the occurrence of certain events.

     NOW, THEREFORE, the Plan is hereby amended as follows:

1. Effective as of the date set forth below, Article XII shall be amended, so
that, after giving affect to all prior amendments, the last two paragraphs (the
sixth and seventh paragraphs) thereof shall read as follows:

          A termination of employment shall not be deemed to occur by reason of
     (i) the transfer of an employee from employment by the Company to
     employment by a subsidiary corporation or a parent corporation of the
     Company, (ii) the transfer of any employee from employment by a subsidiary
     corporation or a parent corporation of the Company to employment by the
     Company or by another subsidiary corporation or parent corporation of the
     Company, or (iii) the transfer or continued employment of an employee from
     employment by the Company or a subsidiary corporation to employment by a
     successor corporation or a parent corporation or affiliate corporation of
     such successor corporation upon the merger or consolidation of the Company
     with or into such successor corporation. Notwithstanding anything in this
     Plan to the contrary, if an optionee who is Chairman of the Company resigns
     or is terminated as Chairman as a result of or arising from a merger or
     consolidation of the Company, options granted prior to such resignation or
     termination (or any substituted options) shall continue to vest and shall
     remain exercisable for such time and in such manner as if the optionee had
     not resigned or been terminated.

          In the event of a merger or consolidation of the Company in which the
     Company does not survive and the agreement of merger or consolidation
     provides that outstanding Options or Rights shall not terminate (or shall
     be substituted) as a result of such event, unless otherwise provided in the
     agreement of merger or consolidation, (i) this Plan shall continue and be
     effective for purposes of administering Options or Rights previously
     granted and remaining outstanding (or any substituted options or rights),
     and (ii) the successor company (or its parent) to such merger or
     consolidation shall assume the Company's obligations hereunder and
     thereunder.


This amendment is executed and effective as of this 19th day of January, 2001.