8-K/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  FORM 8-K/A


                                CURRENT REPORT
                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



     Date of Report (Date of Earliest Event Reported):  DECEMBER 21, 2000


                       AMERICAN FREIGHTWAYS CORPORATION
              (Exact Name of Registrant as Specified in Charter)


        Delaware                     34-0-17570                  74-2391754
(State of Incorporation)          (Commission File             (IRS Employer
                                       Number)               Identification No.)


                  2200 FORWARD DRIVE, HARRISON, ARKANSAS 72601
              (Address of Principal Executive Offices)  (Zip Code)

      Registrant's telephone number, including area code:  (870) 741-9000

                                 NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)


ITEM 1.  Changes in Control of Registrant

     On December 22, 2000, FedEx Corporation, a Delaware corporation ("FedEx"),
announced the preliminary results of the successful completion of its cash
tender offer (the "Offer"), made through its wholly-owned subsidiary FDX, Inc.
("FDX"), to purchase up to 50.1% of the outstanding shares of common stock and
associated rights of American Freightways Corporation (the "Company") at a price
of $28.13 per share.  The cash tender offer expired at 12:00 midnight, Eastern
Standard Time, on Thursday, December 21, 2000.  Based on the preliminary count,
approximately 16,964,992 shares were properly tendered and not withdrawn.  FedEx
has informed the Company that it will accept the properly tendered shares on a
pro rata basis upon the final determination of the proration factor. The text of
FedEx's press release, dated December 22, 2000, announcing the completion of the
Offer is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Following the completion of the Offer, FedEx and its subsidiaries will own of
record approximately 50.81% of the outstanding common stock of the Company. In
addition, pursuant to the Voting Agreement among FedEx and certain members of
the Garrison family, FedEx may be deemed to be a beneficial owner of an
additional 34% of the outstanding common stock of the Company. The amount and
source of consideration used by FedEx to complete the Offer are described in
Amendment No. 3 to the Schedule TO filed by FedEx with the Securities and
Exchange Commission, and is incorporated herein by reference.

     The board of directors will be reconstituted in accordance with the terms
of the Agreement and Plan of Merger, dated November 12, 2000, among FDX, FedEx
and the Company.  T.J. Jones, Doyle Z. Williams, John Paul Hammerschmidt,
William P. Stiritz, and Ken Reeves are expected to resign as directors and be
replaced by designees of FedEx.

     The Offer will be followed by the merger of the Company into FDX as soon as
practicable.  The completion of the merger is subject to certain conditions,
including the approval of the merger by the Company's shareholders. The Company
anticipates that the special meeting of the Company's shareholders will be held
in February 2001. Upon completion of the merger, each remaining outstanding
share of common stock of the Company will be converted into the right to receive
that certain number of shares of FedEx common stock determined by dividing
$28.13 by the average closing price per share of FedEx common stock for a
defined period of trading days prior to the closing of the merger.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Not Applicable

(b)  Not Applicable

(c)  Exhibits

     99.1  Press Release, dated December 22, 2000, of American Freightways
           Corporation.

                                       2


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     AMERICAN FREIGHTWAYS CORPORATION


Date:  December 22, 2000             By: /s/ Frank Conner
                                        ---------------------------------------
                                     Frank Conner, Executive Vice President -
                                     Accounting and Finance and Chief Financial
                                     Officer

                                       3

EX-99.1

                                                                    Exhibit 99.1

FedEx Announces Preliminary Results of Tender Offer for American Freightways
Shares

MEMPHIS, Tenn.--(BUSINESS WIRE)--Dec. 22, 2000--FedEx Corp. (NYSE:FDX) today
announced the preliminary results of the successful completion of its offer,
made through its wholly owned subsidiary, FDX, Inc., to purchase up to 50.1% of
the outstanding shares of common stock and associated rights of American
Freightways Corporation (Nasdaq:AFWY) at a price of $28.13 per share. The cash
tender offer, which was oversubscribed, expired at 12:00 midnight, New York City
time, on Thursday, December 21, 2000.

FedEx announced, based on a preliminary count, that approximately 16,964,992
shares were properly tendered and not withdrawn, including approximately
4,187,346 shares subject to guarantees of delivery. FedEx will accept the
properly tendered shares on a pro rata basis. The preliminary proration factor
for the tender offer is approximately 96.5 percent.

The determination of the proration factor is subject to final confirmation of
the proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedure. Payment for shares
accepted for payment, and return of all other shares tendered, will occur
promptly after completion of the final proration computation. Merrill Lynch &
Co. acted as dealer manager for the tender offer.

As previously announced, the tender offer will be followed by the merger of
American Freightways with and into FDX, Inc. As a result of the merger, American
Freightways will become a wholly owned subsidiary of FedEx. In the merger, each
share of American Freightways common stock (other than shares owned by FedEx or
any of its subsidiaries or by American Freightways as treasury stock, all of
which will be canceled, and other than shares that are held by shareholders, if
any, who properly exercise their dissenters' rights under Arkansas law) will be
converted into that number of shares of common stock of FedEx determined by
dividing $28.13 by the average closing price per share of FedEx common stock for
a defined period of trading days prior to the closing of the merger. The merger
is subject to the satisfaction of certain conditions, including the approval of
American Freightways shareholders.

With annual revenues of $19 billion, FedEx is the premier global provider of
transportation, logistics, e-commerce and supply chain management services. The
company offers integrated business solutions through a network of subsidiaries
operating independently, including: FedEx Express, the world's largest express
transportation company; FedEx Ground, North America's second largest provider of
small-package ground delivery service; FedEx Logistics, an integrated logistics,
technology and transportation-solution company; FedEx Custom Critical, the
world's largest provider of expedited time-critical shipments; and FedEx Trade
Networks, a provider of customs brokerage, consulting, information technology
and trade facilitation solutions. More than 2.5 million customers are connected
electronically through the FedEx information network and approximately two-
thirds of its U.S. domestic transactions are now handled online.


_________________
Contact:

  FedEx Corporation, Memphis
  Media:
  Shirlee Clark, 901/818-7463
  or
  Investor:
  Elizabeth Allen, 901/818-7153
  Worldwide Web Home Page: www.fedex.com
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