8-A12G/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-A/A

                                (AMENDMENT NO. 3)



                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                            ARKANSAS BEST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                    71-0673405
   (STATE OF INCORPORATION)             (I.R.S. EMPLOYER IDENTIFICATION NO. OR
                                                     ORGANIZATION)

3801 OLD GREENWOOD ROAD, FORT SMITH, ARKANSAS           72903
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS TO BE SO REGISTERED     NAME OF EACH EXCHANGE ON WHICH EACH
                                            CLASS IS TO BE REGISTERED

N/A                                         N/A


        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         RIGHTS TO PURCHASE COMMON STOCK
                                (TITLE OF CLASS)





         This Form 8-A/A (Amendment No. 3) is filed to amend the information set
forth in the Registration Statement on Form 8-A filed by Arkansas Best
Corporation, a Delaware corporation (the "Company"), on March 20, 1992 (as
amended by the Form 8-A (Amendment No. 1) filed by the Company on April 23,
1992, and as further amended by the Form 8-A/A (Amendment No. 1) filed by the
Company on June 2, 1999) and by the Form 8-A/A (Amendment No. 2) filed by the
Company on May 16, 2001.

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The Board of Directors of the Company issued one common share purchase
right (a "Right") for each outstanding share of common stock, par value $0.01
per share (the "Common Shares"), of the Company issued and outstanding on the
closing date of the Company's initial public offering (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one Common
Share at a price of $80.00 (the "Purchase Price"), subject to adjustment.

         The Rights were issued pursuant to the Rights Agreement, dated as of
April 23, 1992 (the "Original Rights Agreement"), by and between the Company and
Harris Trust and Savings Bank. The Original Rights Agreement has been (i)
amended by an Amendment to Rights Agreement dated May 27, 1999, (ii) amended and
restated by the First Amended and Restated Rights Agreement, dated May 1, 2001
(the "Restated Rights Agreement"), by and between the Company and Computershare
Investor Services, LLC, a Delaware limited liability company, as successor
Rights Agent and (iii) amended by an Amendment to First Amended and Restated
Rights Agreement dated April 4, 2003 (the "First Amendment to Restated Rights
Agreement"). On August 1, 2001, LaSalle Bank National Association, replaced
Computershare Investors Services, LLC, as Rights Agent.

         The Restated Rights Agreement amended the Original Rights Agreement (as
previously amended) to, among other things, extend the term of the Rights
Agreement to April 30, 2011 and increase the Purchase Price to $80.00 per Common
Share. The Original Rights Agreement, the Restated Rights Agreement and the
First Amendment to Restated Rights Agreement are sometimes referred to
collectively as the "Rights Agreement."

         The First Amendment to Restated Rights Agreement amended the Restated
Rights Agreement to amend the definition of "Acquiring Person" to address the
impact of acquisitions of Common Stock of the Company by the Company so that,
from and after January 22, 2003, a person will not be deemed an Acquiring Person
under the Rights Agreement as a result of an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such person to 15% or more
of the Common Shares of the Company then outstanding; provided, however, that,
if a person shall become the beneficial owner of 15% or more of the Common
Shares of the Company then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the Company and at a time when
such person is the beneficial owner of 15% or more of the Common Shares of the
Company then outstanding (as such number has most recently been disclosed by the
Company in any filing with the Securities and Exchange Commission or other
widely disseminated public disclosure) become the beneficial owner of any




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additional Common Shares of the Company, then such person shall be deemed to be
an "Acquiring Person."

         The description and terms of the Rights are set forth in the Restated
Rights Agreement and the First Amendment to Restated Rights Agreement, which are
Exhibits 4.1 and 4.2 to this registration statement and incorporated herein by
reference.

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Shares (an "Acquiring Person"), except that the term
"Acquiring Person" shall not include the Company, any subsidiary of the Company,
any employee benefit plan of the Company, any such subsidiary or any person who
acquires beneficial ownership of the Common Shares in a Permitted Transaction
(as such term is described below) or, from and after January 22, 2003, any
person that becomes the beneficial owner of 15% or more of the Common Shares of
the Company as a result of an acquisition of Common Shares by the Company which,
by reducing the number of shares outstanding, increases the proportionate number
of shares beneficially owned by such person to 15% or more of the Common Shares
of the Company, (ii) 15 business days (or such later date as may be determined
by action of the Board of Directors prior to any person becoming an Acquiring
Person) following the commencement of, or public announcement of an intention to
commence, a tender offer or exchange offer, the consummation of which would
result in the beneficial ownership by a person or group of affiliated or
associated persons of 19.9% or more of the outstanding Common Shares or (iii) 10
days after the Board of Directors determines that any person (other than Robert
A. Young, III) or group of persons (an "Adverse Person") has acquired beneficial
ownership of a substantial amount of Common Shares (but not less than 10% of the
outstanding Common Shares) and that (a) such Adverse Person intends to cause the
Company to repurchase such Common Stock or to exert pressure against the Company
to take any actions or enter into any transactions to provide such Adverse
Person with short-term gains or profits under circumstances in which the Board
of Directors determines that the long-term interests of the Company and its
stockholders would not be served by taking such actions or entering into such
transactions or (b) beneficial ownership by such Adverse Person is reasonably
likely to have a material adverse effect on the business, competitive position,
prospects or financial condition of the Company and its subsidiaries (the
earlier of such dates being the "Distribution Date"), the Rights associated with
Common Shares represented by certificates outstanding on the Record Date will be
evidenced by such certificates with a copy of the Summary of Rights from the
Original Rights Agreement attached to the certificate.

         The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares to which they
are associated. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the Rights associated with Common Shares represented by
certificates issued after the Record Date (whether upon transfer or new issuance
of Common Shares) will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificate for Common Shares
outstanding will constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common Shares as of
the



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close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire on April 30, 2011 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.

         The Purchase Price payable and the number of Common Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price or securities
convertible into Common Shares with a conversion price less than the then
current market price of the Common Shares, or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets or of
subscription rights or warrants (other than those referred to above).

         In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person or Adverse Person and the Common Shares are not
changed or exchanged, (ii) an Acquiring Person or Adverse Person engages in
certain self-dealing transactions with the Company, (iii) any person becomes the
beneficial owner of 19.9% or more of the outstanding Common Shares (unless the
event in which such person acquired 19.9% or more of the outstanding Common
Shares is a Permitted Transaction), (iv) the Company engages in a
reclassification or recapitalization that results in an increase of more than 1%
of an Acquiring Person's or Adverse Person's percentage ownership of the Company
or (v) the Board of Directors declares any person to be an Adverse Person, the
proper provision will be made so that each holder of a Right, other than Rights
beneficially owned by an Acquiring Person or an Adverse Person (which will then
be void), will have the right to receive upon exercise that number of Common
Shares having a market value of two times the applicable exercise price of the
Right.

         For the purposes of the Rights Agreement, a Permitted Transaction is a
stock acquisition or tender or exchange offer pursuant to a definitive agreement
which would result in a person beneficially owning 50% or more of the Common
Shares and which was approved by the Board of Directors prior to the execution
of the agreement or the public announcement of the offer.

         In the event that the Company is acquired in a merger or other business
combination transaction (other than with a subsidiary of the Company), or 50% or
more of its consolidated assets or earning power are sold, unless such event is
a Permitted Transaction, proper provisions will be made so that each holder of a
Right will have the right to receive, upon the exercise of the Right at the then
applicable exercise price, that number of shares of common stock of the
acquiring company that at the time of such transaction will have a market value
of two times the applicable exercise price of the Right.

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least l% in
such Purchase Price. No fractional Common Shares will be issued and in lieu of
such fractional shares, an adjustment in



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cash will be made based on the market price of the Common Shares on the last
trading day prior to the date of exercise.

         At any time prior to the tenth day following the public announcement
that a person has become an Acquiring Person, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right (the "Redemption Price"). In addition, the Board of Directors may extend
or reduce the period during which the Rights are redeemable, so long as the
Rights are redeemable at the time of such extension or reduction. Immediately
upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to extend the Final Expiration Date, except that from and after the Distribution
Date no such amendment may adversely affect the economic interests of the
holders of the Rights.

         Until a Right is exercised, the holder of the Right, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

ITEM 2. EXHIBITS.

         4.1 First Amended and Restated Rights Agreement, dated as of May 1,
2001 between Arkansas Best Corporation and Computershare Investor Services, LLC,
as Rights Agent (including exhibits thereto). (Previously filed as Exhibit 4.1
to the Form 8-A/A Amendment No. 2 filed with the Commission on May 16, 2001,
Commission File No. 000-10069, and incorporated herein by reference).

         4.2 Amendment to First Amended and Restated Rights Agreement, dated as
of April 4, 2003 between Arkansas Best Corporation and LaSalle Bank National
Association, as Rights Agent.

                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  April 4, 2003

                                         ARKANSAS BEST CORPORATION

                                         By: /s/ Richard F. Cooper
                                             ----------------------------------
                                             Richard F. Cooper
                                             Vice President and General Counsel



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                                INDEX TO EXHIBITS

         4.1 First Amended and Restated Rights Agreement, dated as of May 1,
2001 between Arkansas Best Corporation and Computershare Investor Services, LLC,
as Rights Agent (including exhibits thereto). (Previously filed as Exhibit 4.1
to the Form 8-A/A Amendment No. 2 filed with the Commission on May 16, 2001,
Commission File No. 000-10069, and incorporated herein by reference).

         4.2 Amendment to First Amended and Restated Rights Agreement, dated as
of April 4, 2003 between Arkansas Best Corporation and LaSalle Bank National
Association, as Rights Agent.

EX-4.2

                                                                     EXHIBIT 4.2


                     AMENDMENT TO FIRST AMENDED AND RESTATED
                                RIGHTS AGREEMENT

         THIS AMENDMENT TO FIRST AMENDED AND RESTATED RIGHTS AGREEMENT (this
"Amendment"), dated as of April 4, 2003, is between ARKANSAS BEST CORPORATION, a
Delaware corporation (the "Company"), and LASALLE BANK NATIONAL ASSOCIATION (the
"Rights Agent"), at the direction of the Company.

         WHEREAS, the Company and Computershare Investor Services, LLC, the
predecessor Rights Agent, entered into a First Amended and Restated Rights
Agreement dated as of May 1, 2001 (the "Rights Agreement");

         WHEREAS, Section 26 of the Rights Agreement permits the amendment of
the Rights Agreement by the Board of Directors of the Company;

         WHEREAS, pursuant to a resolution duly adopted on March 17, 2003, the
Board of Directors of the Company has duly adopted and authorized the amendment
of the Rights Agreement to amend the definition of "Acquiring Person" to address
the impact of acquisitions of Common Shares (as defined in the Rights Plan) by
the Company; and

         WHEREAS, the Board of Directors of the Company resolved and determined
that such amendment is in the best interest of the Company and consistent with,
and for the purpose of fulfilling, the objectives of the Board of Directors in
connection with the original adoption of the Rights Agreement;

         NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

         1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement is
hereby amended in its entirety to read as follows:

                  (a) "Acquiring Person" means any Person that, together with
         all Affiliates and Associates of such Person, shall be the Beneficial
         Owner of 15% or more of the Common Shares then outstanding. The term
         "Acquiring Person" shall not include the Company, any Subsidiary of the
         Company or any Person who acquires beneficial ownership of the Common
         Shares in a Permitted Transaction, any employee benefit plan of the
         Company or any Subsidiary of the Company or any Person holding Common
         Shares for or pursuant to the terms of any such plan. Notwithstanding
         the foregoing, from and after January 22, 2003 no Person shall become
         an "Acquiring Person" as the result of an acquisition of Common Shares
         by the Company which, by reducing the number of shares outstanding,
         increases the proportionate number of shares beneficially owned by such
         Person to 15% or more of the Common Shares of the Company then
         outstanding; provided, however, that, if a Person shall become the
         Beneficial Owner of 15% or more of the Common Shares of the Company
         then outstanding by reason of share purchases by the Company and shall,
         after such share purchases by the Company and at a time when such
         Person is the Beneficial Owner of 15% or more of the Common Shares of
         the Company then outstanding (as such number has most recently been
         disclosed by the Company in any filing







         with the Securities and Exchange Commission or other widely
         disseminated public disclosure) become the Beneficial Owner of any
         additional Common Shares of the Company, then such Person shall be
         deemed to be an "Acquiring Person." Notwithstanding the foregoing, if,
         upon Board Approval, the Company determines in good faith that a Person
         who would otherwise be an "Acquiring Person," as defined pursuant to
         the foregoing provisions of this paragraph has become such
         inadvertently, and such Person divests as promptly as practicable a
         sufficient number of Common Shares so that such Person would no longer
         be an Acquiring Person, as defined pursuant to the foregoing provisions
         of this paragraph, then such Person shall not be deemed to be an
         "Acquiring Person" for any purposes of this Agreement.

         2. EFFECTIVENESS.

                  This Amendment to the Rights Agreement shall be effective as
of the date of this Amendment, and all references to the Rights Agreement shall,
from and after such time, be deemed to be references to the Rights Agreement as
amended hereby.

         3. CERTIFICATION.

                  The undersigned officer of the Company certifies by execution
hereof that this Amendment is in compliance with the terms of Section 26 of the
Rights Agreement.

         4. MISCELLANEOUS.

                  This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid,
illegal, or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.




                            [SIGNATURE PAGE FOLLOWS]



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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date and year first above written.

                                       ARKANSAS BEST CORPORATION


                                       By: /s/ Richard F. Cooper
                                           ----------------------------------
                                       Name:  Richard F. Cooper
                                       Title: Vice President - Administration

                                       LASALLE BANK NATIONAL ASSOCIATION


                                       By: /s/ Mark F. Rimkus
                                           ------------------------------------
                                       Name:  Mark F. Rimkus
                                             ----------------------------------
                                       Title:  Vice President
                                              ---------------------------------



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