11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o        TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                            to                           

Commission file number 0-19969

A.            Full title of the plan and the address of the plan, if different from that of the issuer named below:

Arkansas Best 401(k) and DC Retirement Plan

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Arkansas Best Corporation

3801 Old Greenwood Road

Fort Smith, Arkansas 72903

Arkansas Best 401(k) and DC Retirement Plan

EIN 71-0673405 PN 002

Report of Independent Registered Public Accounting Firm
and Financial Statements

December 31, 2009 and 2008

Arkansas Best 401(k) and DC Retirement Plan

December 31, 2009 and 2008

Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)	13
Signatures	14
Exhibit Index	15
Exhibit 23.1

Report of Independent Registered Public Accounting Firm

Investment Committee and Plan Administrator

Arkansas Best 401(k) and DC Retirement Plan

Fort Smith, Arkansas

We have audited the accompanying statements of net assets available for benefits of Arkansas Best 401(k) and DC Retirement Plan as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Arkansas Best 401(k) and DC Retirement Plan as of December 31, 2009 and 2008, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ BKD, LLP

Fort Smith, Arkansas

June 25, 2010

Federal Employer Identification Number:  44-0160260

1

Arkansas Best 401(k) and DC Retirement Plan

Statements of Net Assets Available for Benefits

December 31, 2009 and 2008

	2009		2008
Investments, At Fair Value
Mutual funds	$	204,388,616	$	167,831,774
Common stock of Arkansas Best Corporation	7,665,911		7,439,151
Other common stock	5,003,726		3,528,433
Other	407,691		489,431
Participant loans	5,009,937		5,466,558
	222,475,881		184,755,347
Receivables
Employer contributions	375,302		1,516,381
Participant contributions	32,306		863,837
Due from broker for securities sold	209,466		52,593
	617,074		2,432,811
Net Assets Available for Benefits	$	223,092,955	$	187,188,158

See Notes to Financial Statements

2

Arkansas Best 401(k) and DC Retirement Plan

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2009 and 2008

	2009			2008
Contributions
Participants	$	11,739,079		$	13,940,104
Employers	3,647,091			5,169,569
Rollovers	1,078,624			311,449
Total contributions	16,464,794			19,421,122
Deductions
Benefits paid to participants	18,104,405			18,893,838
Administrative expenses	25,542			29,047
Total deductions	18,129,947			18,922,885
Net Investment Income (Loss)
Net appreciation (depreciation) in fair value of investments	33,336,840			(65,707,929		)
Interest and dividends	4,348,938			1,528,351
Net investment income (loss)	37,685,778			(64,179,578		)
Net Increase (Decrease) Prior to Transfers	36,020,625			(63,681,341		)
Transfer of Assets (to) from Other Plans	(115,828		)	23,745
Net Increase (Decrease)	35,904,797			(63,657,596		)
Net Assets Available for Benefits, Beginning of Year	187,188,158			250,845,754
Net Assets Available for Benefits, End of Year	$	223,092,955		$	187,188,158

See Notes to Financial Statements

3

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Note 1:Description of the Plan

The following description of the Arkansas Best 401(k) and DC Retirement Plan (the “Plan”) provides only general information.  Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan’s provisions, which is available from the Plan Administrator.

General

The Plan is a defined contribution plan which covers eligible employees of Arkansas Best Corporation and certain of its subsidiaries: ABF Freight System, Inc., ABF Cartage, Inc., Data-Tronics Corp., FleetNet America, Inc., FreightValue, Inc., Global Supply Chain Services, Inc. and Moving Solutions, Inc. (“Participating Companies” or collectively, the “Company”), except for employees of collective bargaining units, casual employees (defined as part-time employees who work less than thirty hours per week) who have not completed certain periods of service and leased employees.  In addition to the right to participate in the Plan, eligible employees hired before January 1, 2006 also participate in a nonunion defined benefit pension plan sponsored by the Company. Employees hired after December 31, 2005 do not participate in the nonunion defined benefit pension plan.  The Plan was amended, effective January 1, 2006, to provide a DC Retirement feature (the “DC feature”) for eligible employees who do not participate in the nonunion defined benefit pension plan.

The DC feature of the Plan covers substantially all regular full-time employees of the Company hired after December 31, 2005, except for employees of collective bargaining units, casual employees who have not completed certain periods of service and leased employees.  Employees participating in the DC feature are eligible to receive a discretionary annual contribution from the Company which is subject to the provisions of the Plan.

The trustee of the Plan is Fidelity Management Trust Company.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Effective January 1, 2007, a separate 401(k) and DC retirement plan was established for employees of Land-Marine Cargo, Inc., a former Participating Company in the Plan.  Participant account and loan balances totaling $115,828 were transferred from the Plan to the Land-Marine Cargo, Inc. retirement plan in 2009.

Contributions

For 2009 and 2008, the Plan allowed participants to contribute up to 75% of their annual compensation as defined by the Plan, subject to certain limitations.  Under the Plan, certain Participating Companies provide Company 401(k) matching contributions to each participant’s account.  An additional annual 401(k) Company contribution may be made at the discretion of each Participating Company’s Board of Directors.  For the years ended December 31, 2009 and 2008, no additional 401(k) Company contributions were made.  The Company made no discretionary contributions related to the DC feature for the 2009 plan year but made discretionary contributions of $1,010,726 for the 2008 plan year.

4

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Forfeitures of participants’ unvested Company contributions and related earnings are used to reduce the Company’s matching contributions.  During 2009 and 2008, forfeitures of $60,731 and $130,696, respectively, were used to reduce the Company’s matching contribution.

For the years ended December 31, 2009 and 2008, the Company 401(k) matching contributions as a percentage of each participant’s annual compensation are presented in the following table:

Participating Company	Company 401(k) Matching Contribution as a Percentage of Each Participant’s Annual Compensation
Arkansas Best Corporation		50% of the first 6%
ABF Freight System, Inc.		50% of the first 6%
ABF Cartage, Inc.		50% of the first 6%
Data-Tronics Corp.		50% of the first 6%
FleetNet America, Inc.		No Match
FreightValue, Inc.		50% of the first 6%
Global Supply Chain Services, Inc.		50% of the first 6%
Moving Solutions, Inc.		50% of the first 6%

Discretionary Company contributions under the DC feature are credited to a participant’s account based on a percentage of the participant’s eligible compensation.

Participant Investment Account Options

Participants direct the investment of their 401(k) contributions as well as the Company’s matching contributions into various investment options offered by the Plan including 23 mutual funds, Arkansas Best Corporation common stock and the Fidelity BrokerageLink® self-directed account.  Effective January 31, 2005, a participant’s investment in either the Arkansas Best Corporation common stock or the Fidelity BrokerageLink® self-directed account is generally limited to 25% of the participant’s 401(k) account balance.  Under the DC feature, participants direct the investment of the Company’s discretionary contributions into various investment options which include the 23 mutual funds offered by the Plan.

The Plan’s investment committee may change the available investment options from time-to-time.

5

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Participant Accounts

Separate participant accounts are maintained for a participant’s 401(k) contribution, the Company’s matching contributions and the discretionary contributions including contributions made pursuant to the DC feature.  Participants’ accounts are credited with related investment returns and are charged with transaction processing and account administration fees.

Vesting

Participants in the Plan are immediately vested in their 401(k) contributions plus earnings thereon.  Participants are fully vested in the Company’s contribution plus related earnings after three years of continuous service.  Upon death, disability or normal retirement, as defined by the Plan, participants become fully vested in Company contributions and related earnings.  Any unvested Company contributions and related earnings are generally forfeited upon termination.

Under the DC feature, participants are fully vested in the Company’s discretionary contributions after three years of continuous service.  Upon death, disability or normal retirement, as defined by the Plan, participants become fully vested in the Company’s discretionary contributions.

Payment of Benefits

Upon termination of service, a participant may elect to receive a lump-sum amount equal to the vested balance of the participant’s account, which will be paid either as a direct rollover or directly to the participant.

Participant Loans

The Plan document includes provisions authorizing loans from the Plan to active eligible participants.  Participants may borrow from their 401(k) account a minimum of $1,000 up to a maximum calculated as the lesser of 50% of their vested 401(k) account balance or $50,000 reduced by the participant’s highest loan balance in the preceding twelve-month period.  The loans are secured by the balance in the participant’s account and are repayable generally over a period not to exceed five years (except for loans for the purchase of a principal residence).  Interest on the loans is determined by the Plan Administrator based on reasonable rates of interest at prevailing rates for loans of a similar nature.  At December 31, 2009, the interest rates on outstanding participant loans ranged from 5.25% to 8%.  At December 31, 2008, the interest rate on outstanding participant loans was 8%.

No loans are allowed under the DC feature.

Plan Termination

Although it has not expressed an intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.  In the event of plan termination, participants will become fully vested in their accounts.

6

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Note 2:Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets and disclosure of contingent liabilities at the date of the financial statements.  Actual results could differ from those estimates.

Valuation of Investments and Income Recognition

Quoted market prices, if available, are used to value investments.  Participant loans are valued at amortized cost, which approximates fair value.  See Note 4 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Plan Tax Status

The Plan obtained its latest determination letter on August 20, 2004, in which the U.S. Internal Revenue Service (the “IRS”) stated that the Plan and related trust, as then designed, were in compliance with the applicable requirements of the U.S. Internal Revenue Code and, therefore, not subject to income tax.  The Plan has been amended since receiving the determination letter.  However, the Plan Administrator believes that the Plan and related trust were designed and operated in compliance with the applicable requirements of the U.S. Internal Revenue Code as of December 31, 2009.  In accordance with the IRS timeline, the Plan expects to apply for a new determination letter by January 31, 2011.  The Plan is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2006.

Payment of Benefits

Benefit payments to participants are recorded upon distribution.

Administrative Expenses

All investment-related administrative charges are paid by the Plan as provided in the Plan document.  All other expenses of maintaining the Plan are paid by the Company.

7

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Life Insurance Policies

Prior to July 1, 1987, the Plan offered an option to invest in allocated life insurance contracts.  The Plan has no liability under these life insurance contracts and the contracts’ values are excluded from the assets of the Plan.  Upon death of the participant, benefits are paid directly to the beneficiary.  Any cash surrender value upon termination of a life insurance policy is paid directly to terminated participants or to the Plan for active participants.

Note 3:Investments

The Plan’s investments, which are directed by participants into the various investment options, are held by Fidelity Management Trust Company.  The fair value of the Plan’s individual investments that represented 5% or more of net assets available for benefits as of December 31, 2009 and 2008 were as follows:

	2009		2008
Mutual Funds
Fidelity Retirement Money Market Portfolio	$	30,827,488	$	33,169,711
Spartan 500 Index Fund	30,653,698		25,424,890
Dodge & Cox Stock Fund	24,176,435		18,768,423
PIMCO Funds Total Return Fund	18,486,339		14,277,309
Franklin Flex Cap Growth Fund	18,261,494		—
Vanguard Target Retirement 2015 Fund	16,316,199		13,422,903
Fidelity Low Priced Stock Fund	13,739,252		9,562,336
Fidelity Capital Appreciation Fund	—		14,452,208

8

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

During the years ended December 31, 2009 and 2008, the net appreciation (depreciation) in fair value of the Plan’s investments (including gains and losses on investments bought, sold and held during the year) was as follows:

	2009
	Net Appreciation in Fair Value During Year		Fair Value at December 31
Mutual funds	$	29,126,059	$	204,388,616
Common stock of Arkansas Best Corporation	137,900		7,665,911
Other common stock	3,972,432		5,003,726
Other	100,449		407,691
Participant loans	—		5,009,937
	$	33,336,840	$	222,475,881

	2008
	Net (Depreciation) Appreciation in Fair Value During Year			Fair Value at December 31
Mutual funds	$	(62,957,152	)	$	167,831,774
Common stock of Arkansas Best Corporation	2,781,954			7,439,151
Other common stock	(5,445,880		)	3,528,433
Other	(86,851		)	489,431
Participant loans	—			5,466,558
	$	(65,707,929	)	$	184,755,347

Interest and dividends realized on the Plan’s investments for the years ended December 31, 2009 and 2008, were $4,348,938 and $1,528,351, respectively.

9

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Note 4:Fair Value of Plan Assets

Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  ASC 820 specifies a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels described as follows:

Level 1Quoted prices in active markets for identical assets or liabilities.

Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  The Plan’s investments classified as Level 1 include mutual funds, common stock and other investments measured at fair value as determined by quoted market prices in an active market.

Participant loans are Level 3 investments that are valued at amortized cost, which approximates fair value.

The following table presents, for each of the fair value hierarchy levels, the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a recurring basis at December 31, 2009 and 2008:

			2009 Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
Mutual funds	$	204,388,616	$	204,388,616	$	—	$	—
Common stock of Arkansas Best Corporation	7,665,911		7,665,911		—		—
Other common stock	5,003,726		5,003,726		—		—
Other	407,691		407,691		—		—
Participant loans	5,009,937		—		—		5,009,937
Total	$	222,475,881	$	217,465,944	$	—	$	5,009,937

10

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

			2008 Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
Mutual funds	$	167,831,774	$	167,831,774	$	—	$	—
Common stock of Arkansas Best Corporation	7,439,151		7,439,151		—		—
Other common stock	3,528,433		3,528,433		—		—
Other	489,431		489,431		—		—
Participant loans	5,466,558		—		—		5,466,558
Total	$	184,755,347	$	179,288,789	$	—	$	5,466,558

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying statement of net assets available for benefits using significant unobservable (Level 3) inputs:

	Participant Loans
Balance, January 1, 2008	$	5,289,315
Loan proceeds and repayments (net)	177,243
Balance, December 31, 2008	5,466,558
Loan proceeds and repayments (net)	(456,621		)
Balance, December 31, 2009	$	5,009,937

Note 5:Party-in-Interest Transactions

Certain Plan investments are shares of mutual funds managed by Fidelity Investments, an affiliate of Fidelity Management Trust Company.  Fidelity Management Trust Company is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest.  Transaction processing and account administration fees paid by participants to Fidelity Management Trust Company for 2009 and 2008 totaled $25,542 and $29,047, respectively.

Investments in common stock of the Company qualify as party-in-interest transactions.  As of December 31, 2009 and 2008, the Plan’s investments in Arkansas Best Corporation common stock were $7,665,911 and $7,439,151, respectively.

11

Arkansas Best 401(k) and DC Retirement Plan

Notes to Financial Statements

December 31, 2009 and 2008

Note 6:Significant Estimates and Concentrations

Current Economic Conditions

The prolonged period of an unfavorable economic environment continues to present employee benefit plans with difficult circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair value of investments.  Given the volatility of current economic conditions, the values of assets recorded in the financial statements could change rapidly, resulting in material future changes in investment values that could impact the Plan.

Risks and Uncertainties

The Plan invests in various investment securities.  Investment securities are exposed to risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Note 7:Subsequent Events

Effective January 1, 2010, Company 401(k) matching contributions are suspended for the Plan.

12

Supplemental Schedule

Arkansas Best 401(k) and DC Retirement Plan

EIN 71-0673405 PN 002

Schedule H, Line 4i — Schedule of Assets (Held At End of Year)

December 31, 2009

Identity of Issuer		Description of Investment	Current Value
	Mutual Funds
*	Fidelity Management Trust Company	Fidelity Retirement Money Market Portfolio, 30,827,488 shares	$	30,827,488
*	Fidelity Management Trust Company	Spartan 500 Index Fund, 777,421 shares	30,653,698
	Dodge & Cox Funds	Dodge & Cox Stock Fund, 251,471 shares	24,176,435
	Pacific Investment Management Company	PIMCO Funds Total Return Fund, 1,711,698 shares	18,486,339
	Franklin Templeton Investments	Franklin Flex Cap Growth Fund, 440,567 shares	18,261,494
	Vanguard Trust Company	Vanguard Target Retirement 2015 Fund, 1,442,635 shares	16,316,199
*	Fidelity Management Trust Company	Fidelity Low Priced Stock Fund, 430,158 shares	13,739,252
	Vanguard Trust Company	Vanguard Total Bond Market Index Fund, 788,416 shares	8,160,101
	Vanguard Trust Company	Vanguard Target Retirement 2025 Fund, 566,317 shares	6,410,711
	Harbor Funds	Harbor International Fund, 119,975 shares	6,525,416
*	Fidelity Management Trust Company	Spartan International Index Fund, 135,483 shares	4,531,890
	Vanguard Trust Company	Vanguard Target Retirement 2035 Fund, 380,450 shares	4,420,832
	CRM, LLC	CRM Small Cap Value Fund, 171,073 shares	3,279,474
	CRM, LLC	CRM Mid Cap Value Fund, 123,453 shares	2,994,981
	Vanguard Trust Company	Vanguard Target Retirement 2045 Fund, 243,170 shares	2,922,898
*	Fidelity Management Trust Company	Spartan Extended Market Index Fund, 92,083 shares	2,799,309
	Vanguard Trust Company	Vanguard Target Retirement 2020 Fund, 134,228 shares	2,679,183
	Vanguard Trust Company	Vanguard Target Retirement 2030 Fund, 62,161 shares	1,200,322
	Vanguard Trust Company	Vanguard Target Retirement 2010 Fund, 37,941 shares	778,556
	Vanguard Trust Company	Vanguard Target Retirement Income Fund, 59,724 shares	632,473
	Vanguard Trust Company	Vanguard Target Retirement 2050 Fund, 31,580 shares	603,489
	Vanguard Trust Company	Vanguard Target Retirement 2040 Fund, 21,146 shares	402,834
	Vanguard Trust Company	Vanguard Target Retirement 2005 Fund, 12,375 shares	135,876
	Common Stock
*	Arkansas Best Corporation	260,444 shares	7,665,911
	BrokerageLink Self-Directed Accounts
*	Fidelity Brokerage Services, LLC		8,860,783
*	Participant Loans	Various loans with interest rates of 5.25% to 8% with original maturities generally not exceeding 5 years	5,009,937
			$	222,475,881

· Indicates party-in-interest to the Plan.

13

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	Arkansas Best 401(k) and DC Retirement Plan
	/s/ David R. Cobb
June 29, 2010	David R. Cobb
	Vice President and Controller

14

EXHIBIT INDEX

Exhibit Number	Seq. Description	Page No.
23.1	Consent of BKD LLP	15

15

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 033-52877) pertaining to the Arkansas Best 401(k) and DC Retirement Plan of our report dated June 25, 2010, with respect to the financial statements and schedule of the Arkansas Best 401(k) and DC Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2009.

	/s/ BKD, LLP
BKD, LLP
Fort Smith, Arkansas
June 25, 2010