content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on July 17, 1997.
                                                 Registration No. 333-____________
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 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
                                   (501) 785-6000
  
         (Address, including zip code, and telephone number, including area
                 code, of Registrant's principal executive offices)
  
                               --------------------
  
                             ARKANSAS BEST CORPORATION
  
                                 STOCK OPTION PLAN
  
  
                              (Full title of the Plan)
  
                               --------------------
  
                                 RICHARD F. COOPER
                                     SECRETARY
                              3801 OLD GREENWOOD ROAD
                             FORT SMITH, ARKANSAS 72903
  
                                   (501) 785-6000
  
           (Name, address, and telephone number, including area code,
                              of agent for service)
  
                               --------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------------------------
                       TITLE OF EACH             AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
                    CLASS OF SECURITIES          TO BE             OFFERING PRICE           AGGREGATE            REGISTRATION
                     TO BE REGISTERED         REGISTERED(1)         PER SHARE(2)         OFFERING PRICE(2)           FEE(2)
  ---------------------------------------------------------------------------------------------------------------------------
                      <S>                      <C>                 <C>                    <C>                      <C>
                       Common Stock,
                      $.01 par value           1,000,000           $4.44 - 9.9375         $6,151,210.75            $1,863.82
  
                       Common Stock            1,000,000                 N/A                   N/A                    N/A
                          Rights
  ---------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
        registration statement also covers an indeterminate additional amount of
        shares of Common Stock to be offered or sold pursuant to the antidilution
        provisions of the Stock Option Plan.
  
  (2)   Calculated based on 939,300 shares subject to options issued under the
        Stock Option Plan at exercise prices ranging from $4.44 to $6.375 per 
        share, and the remaining 41,700 shares at a price per share calculated on
        the basis of the closing sales price per share, as reported on NASDAQ on
        July 16, 1997, of $9.9375, all in accordance with Rule 457(h) promulgated
        under the Securities Act of 1933, as amended.
  
  <PAGE>   2
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents, which have been previously filed with the
  Securities and Exchange Commission (the "Commission") by Arkansas Best
  Corporation (the "Company"), are incorporated by reference in this Registration
  Statement:
  
           (a)     Annual Report on Form 10-K for the year ended December 31,
  1996, which contains audited consolidated financial statements and schedule of
  the Company for the three fiscal years ended December 31, 1996 (the "1996 Form
  10-K").
  
           (b)     All reports filed by the Company pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since December 31, 1996.
  
           (c)     The description of the Company's common stock, par value $.01
  per share (the "Common Stock"), contained in the Company's registration
  statement on Form 8-A, filed with the Commission on March 20, 1992, as amended
  by Form 8 dated April 23, 1992, including any amendment or report filed for the
  purpose of updating such description.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement, which indicate that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.
  
  
                                      Page 2
  <PAGE>   3
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Restated Certificate of Incorporation provides that no
  director of the Company will be personally liable to the Company 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.
  
  
  
  
  
                                       Page 3
  <PAGE>   4
           The Company has entered into indemnity agreements with each of its
  directors. Each such Indemnification Agreement provides for indemnification of
  directors of the Company 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 Company or any other party. If it is later determined that the
  director is or was not entitled to indemnification under applicable law, the
  Company is entitled to reimbursement by the director.
  
           The Indemnification Agreements further provide that in the event of a
  change in control of the Company, 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 Company.
  
           To the extent that the board of directors or the stockholders of the
  Company may in the future wish to limit or repeal the ability of the Company 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 Company.
  
           In addition, the Company'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 Company for liabilities arising
  under the Securities Act of 1933, as amended (the "Securities Act"), may be
  permitted to directors, officers or persons controlling the Company pursuant to
  the foregoing provisions, the Company 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.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits of this Registration Statement, which Index is incorporated herein by
  reference.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The undersigned registrant hereby undertakes:
  
  
  
  
  
                                       Page 4
  <PAGE>   5
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                           (i)      To include any prospectus required by Section
                   10(a)(3) of the Securities Act;
  
                          (ii)      To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                         (iii)      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;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           by the registrant pursuant to Section 13 or Section 15(d) of the
           Exchange Act that are incorporated by reference 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 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.
  
                   (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 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 by the registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the provisions described in
  Item 6, or otherwise, the registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable. In the event that a claim
  for indemnification by the registrant 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
  
  
  
  
  
                                       Page 5
  <PAGE>   6
  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 whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
  
                    [Remainder of page intentionally left blank]
  
  
  
  
  
                                       Page 6
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Fort Smith, State of Arkansas, on
  July 17, 1997.
  
                                          ARKANSAS BEST CORPORATION
  
  
  
                                          By: /s/ David E. Loeffler 
                                              ------------------------------------
                                              David E. Loeffler, Vice President -
                                              Chief Financial Officer, Treasurer 
  
  
  
  
  
                                       Page 7
  <PAGE>   8
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints David E. Loeffler and Richard F. Cooper, 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
  other documents in connection therewith, with the Securities and Exchange
  Commission, and hereby grants to such 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, 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.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment thereto has been signed by the following
  persons in the capacities and on the dates indicated:
  
  
  <TABLE>
  <CAPTION>
              Signature                                     Title                                  Date
              ---------                                     -----                                  ----
  <S>                                        <C>                                               <C>
  /s/ William A. Marquard                    Chairman of the Board, Director                   July 17, 1997
  --------------------------------
  William A. Marquard
  
  /s/ Robert A. Young, III                   Director, Chief Executive Officer                 July 17, 1997
  --------------------------------           and President (Principal 
  Robert A. Young, III                       Executive Officer)       
                                                                      
  
  /s/ David E. Loeffler                      Vice President - Chief Financial                  July 17, 1997
  --------------------------------           Officer and Treasurer (Principal 
  David E. Loeffler                          Financial and Accounting Officer)
                                                                              
  
  /s/ Frank Edelstein                        Director                                          July 17, 1997
  --------------------------------
  Frank Edelstein
  
  /s/ Arthur J. Fritz                        Director                                          July 17, 1997
  --------------------------------
  Arthur J. Fritz
  
  /s/ John H. Morris                         Director                                          July 17, 1997
  --------------------------------
  John H. Morris
  
  /s/ Alan J. Zakon                          Director                                          July 17, 1997
  --------------------------------
  Alan J. Zakon
  </TABLE>
  
  
  
  
  
                                       Page 8
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  
      EXHIBIT
      NUMBER                                            EXHIBIT DESCRIPTION
       <S>           <C>
        4.1          Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the
                     Registration Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        4.2          Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to the Registration
                     Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        4.3          Arkansas Best Corporation Stock Option Plan, filed as Exhibit 10.3 to the Company's
                     Registration Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        4.4*         Amendments to Arkansas Best Corporation Stock Option Plan dated May 10, 1994 and May 9,
                     1995.
  
        4.5          Stockholders' Rights Plan by and between Arkansas Best Corporation and Harris Trust and
                     Savings Bank, as Rights Agent, dated as of April 23, 1992, filed as Exhibit 10.2 to the
                     Registration Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        5*           Opinion of Hughes & Luce, L.L.P.
  
       23.1          Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
  
       23.3*         Consent of Ernst & Young LLP
  
        24           Power of Attorney is found on page 8 hereof.
  
  </TABLE>
  
  
  _______________
  * Filed herewith.
  
  
  
  
  
                                       Page 9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21227}]
metadata_filer: {"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": "333-31475", "film-number": "97641901"}, "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"}}
text: 1
  
  As filed with the Securities and Exchange Commission on July 17, 1997.
                                                 Registration No. 333-____________
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 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
                                   (501) 785-6000
  
         (Address, including zip code, and telephone number, including area
                 code, of Registrant's principal executive offices)
  
                               --------------------
  
                             ARKANSAS BEST CORPORATION
  
                                 STOCK OPTION PLAN
  
                              (Full title of the Plan)
  
                               --------------------
  
                                 RICHARD F. COOPER
                                     SECRETARY
                              3801 OLD GREENWOOD ROAD
                             FORT SMITH, ARKANSAS 72903
  
                                   (501) 785-6000
  
           (Name, address, and telephone number, including area code,
                              of agent for service)
  
                               --------------------
  
                          CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------------------
                       TITLE OF EACH             AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
                    CLASS OF SECURITIES          TO BE             OFFERING PRICE           AGGREGATE            REGISTRATION
                     TO BE REGISTERED         REGISTERED(1)         PER SHARE(2)         OFFERING PRICE(2)           FEE(2)
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock,
                      $.01 par value           1,000,000           $4.44 - 9.9375         $6,151,210.75            $1,863.82
  
                       Common Stock            1,000,000                 N/A                   N/A                    N/A
                          Rights
  ---------------------------------------------------------------------------------------------------------------------------
  (1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
        registration statement also covers an indeterminate additional amount of
        shares of Common Stock to be offered or sold pursuant to the antidilution
        provisions of the Stock Option Plan.
  
  (2)   Calculated based on 939,300 shares subject to options issued under the
        Stock Option Plan at exercise prices ranging from $4.44 to $6.375 per 
        share, and the remaining 41,700 shares at a price per share calculated on
        the basis of the closing sales price per share, as reported on NASDAQ on
        July 16, 1997, of $9.9375, all in accordance with Rule 457(h) promulgated
        under the Securities Act of 1933, as amended.
  2
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents, which have been previously filed with the
  Securities and Exchange Commission (the "Commission") by Arkansas Best
  Corporation (the "Company"), are incorporated by reference in this Registration
  Statement:
  
           (a)     Annual Report on Form 10-K for the year ended December 31,
  1996, which contains audited consolidated financial statements and schedule of
  the Company for the three fiscal years ended December 31, 1996 (the "1996 Form
  10-K").
  
           (b)     All reports filed by the Company pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since December 31, 1996.
  
           (c)     The description of the Company's common stock, par value $.01
  per share (the "Common Stock"), contained in the Company's registration
  statement on Form 8-A, filed with the Commission on March 20, 1992, as amended
  by Form 8 dated April 23, 1992, including any amendment or report filed for the
  purpose of updating such description.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement, which indicate that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.
  
                                      Page 2
  3
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Restated Certificate of Incorporation provides that no
  director of the Company will be personally liable to the Company 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.
  
                                       Page 3
  4
           The Company has entered into indemnity agreements with each of its
  directors. Each such Indemnification Agreement provides for indemnification of
  directors of the Company 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 Company or any other party. If it is later determined that the
  director is or was not entitled to indemnification under applicable law, the
  Company is entitled to reimbursement by the director.
  
           The Indemnification Agreements further provide that in the event of a
  change in control of the Company, 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 Company.
  
           To the extent that the board of directors or the stockholders of the
  Company may in the future wish to limit or repeal the ability of the Company 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 Company.
  
           In addition, the Company'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 Company for liabilities arising
  under the Securities Act of 1933, as amended (the "Securities Act"), may be
  permitted to directors, officers or persons controlling the Company pursuant to
  the foregoing provisions, the Company 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.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits of this Registration Statement, which Index is incorporated herein by
  reference.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     The undersigned registrant hereby undertakes:
  
                                       Page 4
  5
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                           (i)      To include any prospectus required by Section
                   10(a)(3) of the Securities Act;
  
                          (ii)      To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                         (iii)      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;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           by the registrant pursuant to Section 13 or Section 15(d) of the
           Exchange Act that are incorporated by reference 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 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.
  
                   (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 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 by the registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the provisions described in
  Item 6, or otherwise, the registrant has been advised that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable. In the event that a claim
  for indemnification by the registrant 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
  
                                       Page 5
  6
  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 whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
  
                    [Remainder of page intentionally left blank]
  
                                       Page 6
  7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Fort Smith, State of Arkansas, on
  July 17, 1997.
  
                                          ARKANSAS BEST CORPORATION
  
                                          By: /s/ David E. Loeffler 
                                              ------------------------------------
                                              David E. Loeffler, Vice President -
                                              Chief Financial Officer, Treasurer 
  
                                       Page 7
  8
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints David E. Loeffler and Richard F. Cooper, 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
  other documents in connection therewith, with the Securities and Exchange
  Commission, and hereby grants to such 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, 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.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment thereto has been signed by the following
  persons in the capacities and on the dates indicated:
  Signature                                     Title                                  Date
              ---------                                     -----                                  ----
  /s/ William A. Marquard                    Chairman of the Board, Director                   July 17, 1997
  --------------------------------
  William A. Marquard
  
  /s/ Robert A. Young, III                   Director, Chief Executive Officer                 July 17, 1997
  --------------------------------           and President (Principal 
  Robert A. Young, III                       Executive Officer)       
                                                                      
  
  /s/ David E. Loeffler                      Vice President - Chief Financial                  July 17, 1997
  --------------------------------           Officer and Treasurer (Principal 
  David E. Loeffler                          Financial and Accounting Officer)
                                                                              
  
  /s/ Frank Edelstein                        Director                                          July 17, 1997
  --------------------------------
  Frank Edelstein
  
  /s/ Arthur J. Fritz                        Director                                          July 17, 1997
  --------------------------------
  Arthur J. Fritz
  
  /s/ John H. Morris                         Director                                          July 17, 1997
  --------------------------------
  John H. Morris
  
  /s/ Alan J. Zakon                          Director                                          July 17, 1997
  --------------------------------
  Alan J. Zakon
  Page 8
  9
                                 INDEX TO EXHIBITS
  EXHIBIT
      NUMBER                                            EXHIBIT DESCRIPTION
  4.1          Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the
                     Registration Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        4.2          Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to the Registration
                     Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        4.3          Arkansas Best Corporation Stock Option Plan, filed as Exhibit 10.3 to the Company's
                     Registration Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        4.4*         Amendments to Arkansas Best Corporation Stock Option Plan dated May 10, 1994 and May 9,
                     1995.
  
        4.5          Stockholders' Rights Plan by and between Arkansas Best Corporation and Harris Trust and
                     Savings Bank, as Rights Agent, dated as of April 23, 1992, filed as Exhibit 10.2 to the
                     Registration Statement on Form S-1 (No. 33-46483) and incorporated herein by reference.
  
        5*           Opinion of Hughes & Luce, L.L.P.
  
       23.1          Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).
  
       23.3*         Consent of Ernst & Young LLP
  
        24           Power of Attorney is found on page 8 hereof.
  _______________
  * Filed herewith.
  
                                       Page 9