1

      As filed with the Securities and Exchange Commission on June 29, 1995

                                                Registration No. 33-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    Form S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                AMR CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                        75-1825172  
  ----------------------------                          -------------------
  (State or other jurisdiction                           (I.R.S. Employer
      of incorporation)                                 Identification No.)

         P.O. Box 619616, Dallas/Fort Worth Airport, Texas  75261-9616
         -------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                AMR Corporation
                      1994 Directors Stock Incentive Plan
                      -----------------------------------
                            (Full title of the plan)

                                Anne H. McNamara
                   Senior Vice President and General Counsel
                                AMR Corporation
                                P.O. Box 619616
                  Dallas/Fort Worth Airport, Texas  75261-9616
                  --------------------------------------------
                    (Name and address of agent for service)

                                 (817) 963-1234
                    ---------------------------------------
                    (Telephone number of agent for service)

                                   Copies to:

                              John C. Dickey, Esq.
                           Ronquillo & DeWolf, L.L.P.
                           750 N. St. Paul, Suite 990
                              Dallas, Texas  75201
                                 (214) 871-9266

                        CALCULATION OF REGISTRATION FEE

============================================================================================================================= Title of Each Class Proposed Maximum Proposed Maximum of Securities to be Offering Price Aggregate Offering Amount of Registration Registered Amount to be Registered per Share (1) Price (1) Fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 50,000 $ 73.5625 $ 3,678,125.00 $ 1,268.33 =============================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) based upon the average of the high and low prices of AMR Corporation Common Stock on June 28, 1995, as reported in a summary of composite transactions for securities listed on the New York Stock Exchange. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10[A] PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* ____________________________________ * Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10[a] of the Securities Act of 1933 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (d) below are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above; (c) The description of the Common Stock contained in Item 4 of the Registrant's Registration Statement on Form 8-B, filed under the Exchange Act on September 29, 1982; and (d) The description of the Junior Participating Preferred Stock set forth in Item 1 of the Registrant's Registration Statement on Form 8-A, filed under the Exchange Act on February 19, 1986. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities 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 document. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Anne H. McNamara has rendered an opinion as to the legality of the Common Stock registered pursuant to this Registration Statement. Mrs. McNamara is the Senior Vice President and General Counsel of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law, as amended, provides in regard to indemnification of directors and officers as follows: Section 145. Indemnification of officers, directors, employees and agents; insurance II-1 4 A. A corporation may 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, whether civil, criminal, administrative or investigative (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 the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. B. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. C. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. II-2 5 D. Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. E. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. F. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote or stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. G. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. H. For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, II-3 6 trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. I. For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. J. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Article VII of the Company's By-Laws provides in regard to indemnification of directors and officers as follows: Section 1. Nature of Indemnity. The corporation shall 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, whether civil, criminal, administrative or investigative by reason of the fact that he is or was or has agreed to become a director or officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action by reason of the fact that he is or was or has agreed to become an employee or agent of the corporation, or is or was serving or has agreed to serve at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the corporation to procure a judgment in its favor (1) such indemnification shall II-4 7 be limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. Successful Defense. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 3. Determination That Indemnification Is Proper. Any indemnification of a director or officer of the corporation under Section 1 hereof (unless ordered by a court) shall be made by the corporation unless a determination is made that indemnification of the director or officer is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Section 1 hereof. Any indemnification of an employee or agent of the corporation under Section 1 hereof (unless ordered by a court) may be made by the corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 hereof. Any such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 4. Advance Payment of Expenses. Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled II-5 8 to be indemnified by the corporation as authorized in this Article. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. The board of directors may authorize the corporation's counsel to represent a director, officer, employee or agent in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding. Section 5. Procedure for Indemnification of Directors or Officers. Any indemnification of a director or officer of the corporation under Sections 1 and 2, or advance of costs, charges and expenses of a director or officer under Section 4 of this Article, shall be made promptly, and in any event within 60 days, upon the written request of the director or officer. If the corporation fails to respond within 60 days, then the request for indemnification shall be deemed to be approved. The right to indemnification or advances as granted by this Article shall be enforceable by the director or officer in any court of competent jurisdiction if the corporation denies such request, in whole or in part. Such person's costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 of this Article where the required undertaking, if any, has been received by the corporation) that the claimant has not met the standard of conduct set forth in Section 1 of this Article, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article, nor the fact that there has been an actual determination by the corporation (including its board of directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 6. Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the corporation and each director, officer, employee and agent who serves in such capacity at any time while these provisions as well as the relevant provisions of the Delaware Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole II-6 9 or in part upon any such state of facts. Such a "contract right" may not be modified retroactively without the consent of such director, officer, employee or agent. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7. Insurance. The corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the corporation, or is or was serving at the request of the corporation as director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article,provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire board of directors. Section 8. Savings Clause. If this article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director or officer and may indemnify each employee or agent of the corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law. Section 102(b)(7) of the Delaware General Corporation Law, as amended, provides in regard to the limitation of liability of directors and officers as follows: (b) In addition to the matters required to be set forth in the certificate of incorporation by subsection (a) of this section, the certificate of incorporation may also contain any or all of the following matters: * * * * (7) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the II-7 10 director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of this title; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this paragraph to a director shall also be deemed to refer to a member of the governing body of a corporation which is not authorized to issue capital stock, and to such other person or persons, if any, who, pursuant to a provision in both registration statements of the certificate of incorporation in accordance with Section 141 of this title, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this title. Article Ninth of the Company's Certificate of Incorporation provides in regard to the limitation of liability of directors as follows: NINTH: No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's directors and officers are also insured against claims arising out of the performance of their duties in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are attached to this Registration Statement:
Exhibit No. Description of Document --- ----------------------- 4(a) Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988). 4(b) By-Laws of the Registrant (filed herewith).
II-8 11 4(c) AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference as Exhibit A of the May 1994 Proxy Statement). 4(d) Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated February 19, 1986). 5 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant as to legality. 23(a) Consent of Ernst & Young (filed herewith). 23(b) Consent of Anne H. McNamara (included in Exhibit 5). 24 Powers of Attorney (filed herewith).
ITEM 9. UNDERTAKINGS. (a) Rule 415 offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above 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 Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this 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 relating to the II-9 12 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) Filings incorporating subsequent Exchange Act documents by reference. 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 section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Acceleration of Effectiveness. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 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 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. II-10 13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, AMR Corporation certifies that it has reasonable grounds to believe that it meets all of the applicable requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on this 27th day of June, 1995. AMR CORPORATION By: /s/ Anne H. McNamara ------------------------------------------- Anne H. McNamara Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title - ---------- ----- ROBERT L. CRANDALL Chairman of the Board, President ) and Chief Executive Officer; ) Director (Principal Executive ) Officer) ) ) ) GERARD J. ARPEY Senior Vice President and Chief ) Financial Officer (Principal ) Financial and Accounting Officer) ) ) ) HOWARD P. ALLEN ) ) ) ) DAVID L. BOREN ) ) ) ) EDWARD A. BRENNAN ) ) ) ) By /s/ Charles D. MarLett ARMANDO M. CODINA ) ) ------------------------- ) ) Charles D. MarLett CHRISTOPHER F. EDLEY ) ) Attorney-In-Fact ) ) CHARLES T. FISHER, III ) Directors ) Date: June 27, 1995 ) ) EARL G. GRAVES ) ) ) ) DEE J. KELLY ) ) ) ) ANN D. McLAUGHLIN ) ) ) ) CHARLES H. PISTOR, JR. ) ) ) ) JOE M. RODGERS ) ) ) ) MAURICE SEGALL ) ) ) ) EUGENE F. WILLIAMS, JR. ) )
14 EXHIBIT INDEX
Exhibit Sequential Number Description of Exhibit Page No. - ------ ---------------------- -------- 4(a) Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988). 4(b) By-Laws of the Registrant (filed herewith). 4(c) AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference to Exhibit A of the May 1994 Proxy Statement). 4(d) Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated February 19, 1986). 5 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant (filed herewith). 23(a) Consent of Ernst & Young (filed herewith). 23(b) Consent of Anne H. McNamara (included in Exhibit 5). 24 Powers of Attorney (filed herewith).
   1
                                                                    EXHIBIT 4(b)



                                AMR CORPORATION

                                     BYLAWS

                          (As amended March 15, 1995)


                                   ARTICLE I

                                    Offices

                 The registered office of the corporation in the State of
Delaware is to be located in the City of Wilmington, County of New Castle.  The
corporation may have other offices within and without the State of Delaware.

                                   ARTICLE II

                            Meetings of Stockholders

                 Section l.       Annual Meetings.  An annual meeting of
stockholders to elect directors and to take action upon such other matters as
may properly come before the meeting shall be held on the third Wednesday in
May of each year, or on such other day, and at such time and at such place,
within or without the State of Delaware, as the board of directors or the
chairman of the board may from time to time fix.

                 Any stockholder wishing to bring a matter before an annual
meeting must notify the secretary of the corporation of such fact not less than
sixty nor more than ninety days before the date of the meeting.  Such notice
shall be in writing and shall set forth the business proposed to be brought
before the meeting, shall identify the stockholder and shall disclose the
stockholder's interest in the proposed business.
   2
                 Section 2.       Special Meetings.  A special meeting of
stockholders shall be called by the secretary upon receipt of a request in
writing of the board of directors, the chairman of the board or the president.
Any such meeting shall be held at the principal business office of the
corporation unless the board shall name another place therefor, at the time
specified by the body or persons calling such meeting.

                 Section 3.       Nominees For Election As Director.
Nominations for election as director, other than those made by or at the
direction of the board of directors, must be made by timely notice to the
secretary, setting forth as to each nominee the information required to be
included in a proxy statement under the proxy rules of the Securities and
Exchange Commission.  If such election is to occur at an annual meeting of
stockholders, notice shall be timely if it meets the requirements of such proxy
rules for proposals of security holders to be presented at an annual meeting.
If such election is to occur at a special meeting of stockholders, notice shall
be timely if received not less than ninety days prior to such meeting.

                 Section 4.       Notice of Meetings.  Written notice of each
meeting of stockholders shall be given which shall state the place, date and
hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.  Unless otherwise provided by law,
such notice shall be mailed, postage prepaid, to each stockholder entitled to
vote at such meeting, at his address as it appears on the records of the
corporation, not





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less than ten nor more than sixty days before the date of the meeting.  When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, unless the adjournment is for more than thirty
days or a new record date is fixed for the adjourned meeting, in which case a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

                 Section 5.       Chairman and Secretary at Meetings.  At any
meeting of stockholders the chairman of the board, or in his absence, the
president, or if neither such person is available, then a person designated by
the board of directors, shall preside at and act as chairman of the meeting.
The secretary, or in his absence a person designated by the chairman of the
meeting, shall act as secretary of the meeting.

                 Section 6.       Proxies.  Each stockholder entitled to vote
at a meeting of stockholders may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period.

                 Section 7.       Quorum.  At all meetings of the stockholders
the holders of one-third of the number of shares of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum requisite for the election of directors and
the transaction of other business, except as otherwise provided by law or by
the certificate





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of incorporation or by any resolution of the board of directors creating any
series of Preferred Stock.

                 If holders of the requisite number of shares to constitute a
quorum shall not be present in person or represented by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time until a quorum shall be present or represented.  At any such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

                 Section 8.       Voting.  At any meeting of stockholders,
except as otherwise provided by law or by the certificate of incorporation or
by any resolution of the board of directors creating any series of Preferred
Stock:

                 (a)     Each holder of record of a share or shares of stock on
the record date for determining stockholders entitled to vote at such meeting
shall be entitled to one vote in person or by proxy for each share of stock so
held.

                 (b)     Directors shall be elected by a plurality of the votes
cast by the holders of Common Stock, present in person or by proxy.

                 (c)     Each other question properly presented to any meeting
of stockholders shall be decided by a majority of the votes cast on the
question entitled to vote thereon.

                 (d)     Elections of directors shall be by ballot but the





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vote upon any other question shall be by ballot only if so ordered by the
chairman of the meeting or if so requested by stockholders, present in person
or represented by proxy, entitled to vote on the question and holding at least
l0% of the shares so entitled to vote.

                 Section 9.       Action By Written Consent.  Any stockholder
seeking to act by written consent of stockholders shall notify the secretary in
writing of such intent and shall request the board of directors to fix a record
date for determining the stockholders entitled to vote by consent.  The notice
shall specify the actions sought to be taken and, if the election of one or
more individuals as director is sought, shall include as to each nominee the
information required to be included in a proxy statement under the proxy rules
of the Securities and Exchange Commission.  Such record date shall not be more
than ten (10) days after the date upon which the resolution fixing the record
date is adopted by the board of directors.

                 The board of directors shall promptly, but in all events
within ten (10) days after the date on which the written request for fixing a
record date was received by the secretary, adopt a resolution fixing the record
date.  If no record date has been fixed by the board of directors within ten
(10) days of the date on which such a request is received, the record date for
determining stockholders entitled to vote by consent, when no prior action by
the board of directors is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken was delivered to the





                                       5
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corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.  If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to vote by consent shall be at the close of
business on the date on which the board of directors adopts the resolution
taking such prior action.

                 Section 10.      List of Stockholders.  At least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder shall be prepared.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held.  The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

                 Section 11.      Judges of Election.  Whenever a vote at a





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meeting of stockholders shall be by ballot, or whenever written consent to
action is sought, the proxies and ballots or consents shall be received and
taken charge of, and all questions touching on the qualification of voters and
the validity of proxies and consents and the acceptance and rejection of votes
shall be decided by two judges of election.  In the case of a meeting of
stockholders, such judges of election shall be appointed by the board of
directors before or at the meeting, and if no such appointment shall have been
made, then by the stockholders at the meeting.  In the case of a solicitation
of consents, such judges of election shall be appointed by the board of
directors on or before the record date for determining the stockholders
entitled to vote by consent, and if no such appointment shall have been made,
then by the chairman of the board or the president.  If for any reason either
of the  judges of election previously appointed shall fail to attend or refuse
or be unable to serve, a judge of election in place of any so failing to attend
or refusing or unable to serve, shall be appointed by the board of directors,
the stockholders at the meeting, the chairman of the board or the president.
 
                                  ARTICLE III

                       Directors:  Number, Election, Etc.

                 Section 1.       Number.  The board of directors shall consist
of such number of members, not less than three, as the board of directors may
from time to time determine by resolution, plus such additional persons as the
holders of the Preferred Stock may be entitled from time to time, pursuant to
the provisions of any





                                       7
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resolution of the board of directors creating any series of Preferred Stock, to
elect to the board of directors.

                 Section 2.       Election, Term, Vacancies.  Directors shall
be elected each year at the annual meeting of stockholders, except as
hereinafter provided, and shall hold office until the next annual election and
until their successors are duly elected and qualified.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum.

                 Section 3.       Resignation.  Any director may resign at any
time by giving written notice of such resignation to the board of directors,
the chairman of the board, the president or the secretary.  Any such
resignation shall take effect at the time specified therein or, if no time be
specified, upon the receipt thereof by the board of directors or one of the
above-named officers and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                 Section 4.       Removal.  Any director may be removed from
office at any time, with or without cause, by a vote of a majority of a quorum
of the stockholders entitled to vote at any regular meeting or at any special
meeting called for the purpose.

                 Section 5.       Fees and Expenses.  Directors shall receive
such fees and expenses as the board of directors shall from time to time
prescribe.





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   9

                                   ARTICLE IV

                             Meetings of Directors

                 Section 1.       Regular Meetings.  Regular meetings of the
board of directors shall be held at the principal office of the corporation, or
at such other place (within or without the State of Delaware), and at such
time, as may from time to time be prescribed by the board of directors or
stockholders.  A regular annual meeting of the board of directors for the
election of officers and the transaction of other business shall be held on the
same day as the annual meeting of the stockholders or on such other day and at
such time and place as the board of directors shall determine.  No notice need
be given of any regular meeting.

                 Section 2.       Special Meetings.  Special meetings of the
board of directors may be held at such place (within or without the State of
Delaware) and at such time as may from time to time be determined by the board
of directors or as may be specified in the call and notice of any meeting.  Any
such meeting shall be held at the call of the chairman of the board, the
president, a vice president, the secretary, or two or more directors.  Notice
of a special meeting of directors shall be mailed to each director at least
three days prior to the meeting date, provided that in lieu thereof, notice may
be given to each director personally or by telephone, or dispatched by
telegraph, at least one day prior to the meeting date.

                 Section 3.       Waiver of Notice.  In lieu of notice of
meeting, a waiver thereof in writing, signed by the person or





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persons entitled to said notice whether before or after the time stated
therein, shall be deemed equivalent thereto.  Any director present in person at
a meeting of the board of directors shall be deemed to have waived notice of
the time and place of meeting.

                 Section 4.       Action Without Meeting.  Unless otherwise
restricted by the certificate of incorporation, any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting if all members of the board of
directors or of such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
the board of directors or of such committee.

                 Section 5.       Quorum.  At all meetings of the board,
one-third of the total number of directors shall constitute a quorum for the
transaction of business.  The act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the board of directors,
except as may be otherwise specifically provided by law.

                 If at any meeting there is less than a quorum present, a
majority of those present (or if only one be present, then that one), may
adjourn the meeting from time to time without further notice other than
announced at the meeting until a quorum is present.  At such adjourned meeting
at which a quorum is present, any business may be transacted which might have
been transacted at the meeting as originally scheduled.

                 Section 6.       Business Transacted.  Unless otherwise





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indicated in the notice of meeting or required by law, the certificate of
incorporation or bylaws of the corporation, any and all business may be
transacted at any directors' meeting.

                                   ARTICLE V

                        Powers of the Board of Directors

                 The management of all the property and business of the
corporation and the regulation and government of its affairs shall be vested in
the board of directors.  In addition to the powers and authorities by these
bylaws and the certificate of incorporation expressly conferred on them, the
board of directors may exercise all such powers of the corporation and do all
such lawful acts and things as are not by law, or by the certificate of
incorporation or by these bylaws directed or required to be exercised or done
by the stockholders.

                                   ARTICLE VI

                                   Committees

                 Section 1.       Executive Committee.  The board of directors
may, by resolution passed by a majority of the whole board, designate an
executive committee, to consist of five or more members.  The chief executive
officer plus three other members of the executive committee shall constitute a
quorum.

                 The executive committee shall have and may exercise all the
powers and authority of the board of directors in the management of the
business and affairs of the corporation, with the exception of such powers and
authority as may be specifically reserved to the





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board of directors by law or by resolution adopted by the board of directors.

                 Section 2.       Audit Committee.  The board of directors may,
by resolution passed by a majority of the whole board, designate an audit
committee, to consist of two or more members, none of the members of which
shall be employees or officers of the corporation.  A majority of the members
of the audit committee shall constitute a quorum.

                 The audit committee shall from time to time review and make
recommendations to the board of directors with respect to the selection of
independent auditors, the fees to be paid such auditors, the adequacy of the
audit and accounting procedures of the corporation, and such other matters as
may be specifically delegated to the committee by the board of directors.  In
this connection the audit committee shall, at its request, meet with
representatives of the independent auditors and with the financial officers of
the corporation separately or jointly.

                 Section 3.       Compensation/Nominating Committee.  The board
of directors may, by resolution passed by a majority of the whole board,
designate a compensation/nominating committee, to consist of each member of the
board of directors, except that no member of the compensation/nominating
committee may be an employee or officer of the corporation.  A majority of the
members of the compensation/nominating committee shall constitute a quorum.

                 The compensation/nominating committee shall from time to time
review and make recommendations to the board of directors with





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respect to the management remuneration policies of the corporation including
but not limited to salary rates and fringe benefits of elected officers, other
remuneration plans such as incentive compensation, deferred compensation and
stock option plans, directors' compensation and benefits and such other matters
as may be specifically delegated to the committee by the board of directors.

                 In addition, the compensation/nominating committee shall make
recommendations to the board of directors (i) concerning suitable candidates
for election to the board, (ii) with respect to assignments to board
committees, and (iii) with respect to promotions, changes and succession among
the senior management of the corporation, and shall perform such other duties
as may be specifically delegated to the committee by the board of directors.

                 Section 4.       Committee Procedure, Seal.

                 (a)     The executive, compensation/nominating, and audit
committees shall keep regular minutes of their meetings, which shall be
reported to the board of directors, and shall fix their own rules of
procedures.

                 (b)     The executive, compensation/nominating, and audit
committees may each authorize the seal of the corporation to be affixed to all
papers which may require it.

                 (c)     In the absence or disqualification of a member of any
committee, the members of that committee present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to





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act at the meeting in the place of such absent or disqualified member.

                 Section 5.       Special Committees.  The board of directors
may, from time to time, by resolution passed by a majority of the whole board,
designate one or more special committees.  Each such committee shall have such
duties and may exercise such powers as are granted to it in the resolution
designating the members thereof.  Each such committee shall fix its own rules
of procedure.

                                  ARTICLE VII

                                Indemnification

                 Section 1.       Nature of Indemnity.  The corporation shall
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, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was or has agreed to become a director or officer of the corporation, or
is or was serving or has agreed to serve at the request of the corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action by reason of the fact that
he is or was or has agreed to become an employee or agent of the corporation,
or is or was serving or has agreed to serve at the request of the corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including





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attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful; except that in the case
of an action or suit by or in the right of the corporation to procure a
judgment in its favor (l) such indemnification shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit, and (2) no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper.

                 The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal





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action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

                 Section 2.       Successful Defense.  To the extent that a
director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in Section l hereof or in defense of any  claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                 Section 3.       Determination That Indemnification Is Proper.
Any indemnification of a director or officer of the corporation under Section l
hereof (unless ordered by a court) shall be made by the corporation unless a
determination is made that indemnification of the director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section l hereof.  Any indemnification of an employee or
agent of the corporation under Section l hereof (unless ordered by a court) may
be made by the corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section l hereof.  Any such
determination shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.





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                 Section 4.       Advance Payment of Expenses.  Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article.  Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.  The board of directors may
authorize the corporation's counsel to represent a director, officer, employee
or agent in any action, suit or proceeding, whether or not the corporation is a
party to such action, suit or proceeding.

                 Section 5.       Procedure for Indemnification of Directors or
Officers.  Any indemnification of a director or officer of the corporation
under Sections l and 2, or advance of costs, charges and expenses of a director
or officer under Section 4 of this Article, shall be made promptly, and in any
event within 60 days, upon the written request of the director or officer.  If
the corporation fails to respond within 60 days, then the request for
indemnification shall be deemed to be approved.  The right to indemnification
or advances as granted by this Article shall be enforceable by the director or
officer in any court of competent jurisdiction if the corporation denies such
request, in whole or in





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part.  Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the corporation.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 4 of this Article
where the required undertaking, if any, has been received by the corporation)
that the claimant has not met the standard of conduct set forth in Section l of
this Article, but the burden of proving such defense shall be on the
corporation.  Neither the failure of the corporation (including its board of
directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section l of this Article, nor the fact that
there has been an actual determination by the corporation (including its board
of directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

                 Section 6.       Survival; Preservation of Other Rights.

                 The foregoing indemnification provisions shall be deemed to be
a contract between the corporation and each director, officer, employee and
agent who serves in such capacity at any time while these provisions as well as
the relevant provisions of the Delaware





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Corporation Law are in effect and any repeal or modification thereof shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any action, suit, or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of facts.  Such a "contract right" may not be modified retroactively without
the consent of such director, officer, employee or agent.

                 The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                 Section 7.       Insurance.  The corporation shall purchase
and maintain insurance on behalf of any person who is or was or has agreed to
become a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such capacity,
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this
Article, provided that such insurance is available on acceptable terms, which
determination shall be made by





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a vote of a majority of the entire board of directors.

                 Section 8.       Savings Clause.  If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
or officer and may indemnify each employee or agent of the corporation as to
costs, charges and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action
by or in the right of the corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the full extent permitted by applicable law.

                                  ARTICLE VIII

                                    Officers

                 Section 1.       General.  The officers of the corporation
shall be the chairman of the board, president, one or more vice presidents
(including executive vice presidents and senior vice presidents), a secretary,
a controller, a treasurer, and such other subordinate officers as may from time
to time be designated and elected by the board of directors.

                 Section 2.       Other Offices.  The chairman of the board
shall be chosen by the board of directors from among their own number.  The
other officers of the corporation may or may not be directors.

                 Section 3.       Term.  Officers of the corporation shall be





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elected by the board of directors and shall hold their respective offices
during the pleasure of the board and any officer may be removed at any time,
with or without cause, by a vote of the  majority of the directors.  Each
officer shall hold office from the time of his appointment and qualification
until the next annual election of officers or until his earlier resignation or
removal except that upon election thereof a shorter term may be designated by
the board of directors.  Any officer may resign at any time upon written notice
to the corporation.

                 Section 4.       Compensation.  The compensation of officers
of the corporation shall be fixed, from time to time, by the board of
directors.

                 Section 5.       Vacancy.  In case any office becomes vacant
by death, resignation, retirement, disqualification, removal from office, or
any other cause, the board of directors may abolish the office (except that of
president, secretary and treasurer) or elect an officer to fill such vacancy.

                                   ARTICLE IX

                               Duties of Officers

                 Section 1.       Chairman of the Board, President.  The
chairman of the board shall be the chief executive officer of the corporation.
He shall have general supervisory powers over all other officers, employees and
agents of the corporation for the proper performance of their duties and shall
otherwise have the general powers and duties of supervision and management
usually vested in the chief executive officer of a corporation.  The





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president shall have the general powers and duties of supervision and
management of the corporation as the chairman shall assign.  The chairman of
the board shall preside at and act as chairman of all meetings of the board of
directors.  The president shall preside at any meeting of the board of
directors in the event of the absence of the chairman of the board.   The
offices of chairman of the board and president may be filled by the same
individual.

                 Section 2.       Vice Presidents.  Each vice president shall
perform such duties as shall be assigned to him by the board of directors, the
chairman of the board or the president.

                 Section 3.       Secretary.  The secretary shall record all
proceedings of the meetings of the corporation, its stockholders and the board
of directors and shall perform such other duties as shall be assigned to him by
the board of directors, the chairman of the board, or the president.  Any part
or all of the duties of the secretary may be delegated to one or more assistant
secretaries.

                 Section 4.       Controller.  The controller shall perform
such duties as shall be assigned to him by the chairman of the board, the
president or such vice president as may be responsible for financial matters.
Any or all of the duties of the controller may be delegated to one or more
assistant controllers.

                 Section 5.       Treasurer.  The treasurer shall, under the
direction of the chairman of the board, the president or such vice president as
may be responsible for financial matters, have the custody of the funds and
securities of the corporation, subject to such regulations as may be imposed by
the board of directors.  He





                                       22
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shall deposit, or have deposited, all monies and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the board of directors or as may be designated by the appropriate
officers pursuant to a resolution of the board of directors.  He shall
disburse, or have disbursed, the funds of the corporation as may be ordered by
the board of directors or properly authorized officers, taking proper vouchers
therefor.  If required by the board of directors he shall give the corporation
bond in such sum and in such form and with such security as may be satisfactory
to the board of directors, for the faithful performance of the duties of his
office.  He shall perform such other duties as shall be assigned to him by the
board of directors, the chairman of the board, the president or such vice
president as may be responsible for financial matters.  Any or all of the
duties of the treasurer may be delegated to one or more assistant treasurers.

                 Section 6.       Other Officers' Duties.  Each other officer
shall perform such duties and have such responsibilities as may be delegated to
him by the superior officer to whom he is made responsible by designation of
the chairman of the board or the president.

                 Section 7.       Absence or Disability.  The board of
directors or the chairman of the board may delegate the powers and duties of
any absent or disabled officer to any other officer or to any director for the
time being.  In the event of the absence or temporary disability of the
chairman of the board, the president





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shall assume his powers and duties while he is absent or so disabled.

                                   ARTICLE X

                                     Stock

                 Section 1.       Certificates.  Certificates of stock of the
corporation shall be signed by, or in the name of the corporation by, the
chairman of the board, the president or a vice president, and by the treasurer
or an assistant treasurer, or the secretary or an assistant secretary of the
corporation.  If such certificate is countersigned, (l) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than
the corporation or its employee, then any other signature on the certificate
may be a facsimile.  In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

                 Section 2.       Transfers.  Shares of stock shall be
transferable on the books of the corporation by the holder of record thereof in
person or by his attorney upon surrender of such certificate with an assignment
endorsed thereon or attached thereto duly executed and with such proof of
authenticity of signatures as the corporation may reasonably require.  The
board of directors may from time to time appoint such transfer agents or
registrars as it





                                       24
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may deem advisable and may define their powers and duties.  Any such transfer
agent or registrar need not be an employee of the corporation.

                 Section 3.       Record Holder.  The corporation may treat the
holder of record of any shares of stock as the complete owner thereof entitled
to receive dividends and vote such shares, and accordingly shall not be bound
to recognize any interest in such shares on the part of any other person,
whether or not it shall have notice thereof.

                 Section 4.       Lost and Damaged Certificates.  The
corporation may issue a new certificate of stock to replace a certificate
alleged to have been lost, stolen, destroyed or mutilated upon such terms and
conditions as the board of directors may from time to time prescribe.

                 Section 5.       Fixing Record Date.  In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.





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                                   ARTICLE XI

                                 Miscellaneous

                 Section 1.       Fiscal Year.  The fiscal year of the
corporation shall begin upon the first day of January and termi- nate upon the
3lst day of December, in each year.

                 Section 2.       Stockholder Inspection of Books and Records.
The board of directors from time to time shall determine whether and to what
extent and at what times and places and under what conditions and regulations
the accounts and books of the corporation, or any of them, shall be open to the
inspection of a stockholder and no stockholder shall have any right to inspect
any account, book or document of the corporation except as conferred by statute
or authorized by resolution of the board of directors.

                 Section 3.       Seal.  The corporate seal shall be circular
in form and have inscribed thereon the name of the corporation and the words
"Corporate Seal, Delaware."

                                  ARTICLE XII

                              Amendments to Bylaws

                 Subject to the provisions of any resolution of the board of
directors creating any series of Preferred Stock, the board of directors shall
have power from time to time to make, alter or repeal bylaws, but any bylaws
made by the board of directors may be altered, amended or repealed by the
stockholders at any annual meeting of stockholders, or at any special meeting
provided that notice of such proposed alteration, amendment or repeal is
included in the notice of such special meeting.





                                       26
   1
                                                                       EXHIBIT 5


                                  June  , 1995



AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616

                Registration Statement on Form S-8 pertaining to
              AMR Corporation 1994 Directors Stock Incentive Plan

Ladies and Gentlemen:

         I am Senior Vice President and General Counsel of AMR Corporation, a
Delaware corporation (the "Company"), and as such I am delivering this opinion
to you in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), to be awarded under the AMR Corporation 1994 Directors Stock Incentive
Plan (the "Plan").

         In so acting, I have examined the Plan and have examined and relied
upon the originals, or copies certified to my satisfaction, of such records,
documents or other instruments as in my judgment are necessary or appropriate
to enable me to render the opinion set forth below.

         Based on the foregoing, I am of the opinion that the Common Stock
initially issuable under the Plan has been duly authorized and, when duly
awarded in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                                   Very truly yours,



                                                   Anne H. McNamara
                                                   Senior Vice President and
                                                   General Counsel
   1
                                                                   EXHIBIT 23(a)



                       Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1994 Directors Stock Incentive Plan of AMR 
Corporation of our report dated February 13, 1995, with respect to the 
consolidated financial statements and schedules of AMR Corporation included 
in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed 
with the Securities and Exchange Commission.


                                        /s/ ERNST & YOUNG LLP
                                        ERNST & YOUNG LLP


Dallas, Texas
June 26,1995
   1
                                                                      EXHIBIT 24



                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Howard P. Allen
                                                   ____________________________
                                                   Howard P. Allen

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   2
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ David L. Boren
                                                   ____________________________
                                                   David L. Boren

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   3
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 19th day of June, 1995.




                                                   /s/ Edward A. Brennan
                                                   ____________________________
                                                   Edward A. Brennan

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   4
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Armando M. Codina
                                                   ____________________________
                                                   Armando M. Codina

Witness:


/s/ Charles D. MarLett
__________________
Charles D. MarLett
   5
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Christopher F. Edley
                                                   ____________________________
                                                   Christopher F. Edley

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   6
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Charles T. Fisher, III
                                                   ____________________________
                                                   Charles T. Fisher, III

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   7
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Earl G. Graves
                                                   ____________________________
                                                   Earl G. Graves

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   8
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Dee J. Kelly
                                                   ____________________________
                                                   Dee J. Kelly

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   9
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as her true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in her name and on her behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as her own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Ann D. McLaughlin
                                                   ____________________________
                                                   Ann D. McLaughlin

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   10
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Charles H. Pistor, Jr.
                                                   ____________________________
                                                   Charles H. Pistor, Jr.

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   11
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Joe M. Rodgers
                                                   ____________________________
                                                   Joe M. Rodgers

Witness:


/s/ Charles D. MarLett
__________________
Charles D. MarLett
   12
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 8th day of June, 1995.




                                                   /s/ Maurice Segall
                                                   ____________________________
                                                   Maurice Segall

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   13
                               POWER OF ATTORNEY

         The undersigned, a director of AMR Corporation, a Delaware corporation
(the "Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne
H. McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 10th day of June, 1995.




                                                   /s/ Eugene F. Williams Jr.
                                                   ____________________________
                                                   Eugene F. Williams Jr.

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   14
                               POWER OF ATTORNEY

         The undersigned, Chairman of the Board, President and Chief Executive
Officer and a director of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Gerard J. Arpey, Anne H.
McNamara and Charles D. MarLett, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, to execute and
deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 7th day of June, 1995.




                                                   /s/ Robert L. Crandall
                                                   ____________________________
                                                   Robert L. Crandall

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett
   15
                               POWER OF ATTORNEY

         The undersigned, Senior Vice President and Chief Financial Officer of
AMR Corporation, a Delaware corporation (the "Corporation"), does hereby
constitute and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his behalf:

                 (a)      one or more Registration Statements of the
         Corporation on an appropriate form proposed to be filed with the
         Securities and Exchange Commission ("SEC") for the purpose of
         registering under the Securities Act of 1933, as amended (the
         "Securities Act"), Common Stock of the Corporation to be offered
         pursuant to the 1994 Directors Stock Incentive Plan; and

                 (b)      any and all supplements and amendments (including,
         without limitation, post-effective amendments) to such Registration
         Statements;

and any and all other documents and instruments in connection with the issuance
of such Common Stock which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act, the Securities Exchange Act of 1934, as amended, and the
other federal securities laws of the United States of America and the rules,
regulations and requirements of the SEC in respect of any thereof, (b) the
securities or Blue Sky laws of any state or other governmental subdivision of
the United States of America and (c) the securities or similar applicable laws
of Canada, Mexico and any other foreign jurisdiction; and the undersigned does
hereby ratify and confirm as his own acts and deeds all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.  Each one of such attorneys-in-fact and agents shall have, and
may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 6th day of June, 1995.




                                                   /s/ Gerard J. Arpey
                                                   ____________________________
                                                   Gerard J. Arpey

Witness:


/s/ Charles D. MarLett
______________________
Charles D. MarLett