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1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 2, 1997 REGISTRATION NO. 333-02633 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 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 or Identification No.) organization) P.O. Box 619616 DALLAS/FORT WORTH AIRPORT, TEXAS 75261-9616 (817) 963-1234 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) ANNE H. MCNAMARA, ESQ. JOHN B. BRADY, Copy to: SENIOR VICE PRESIDENT AND JR., ESQ. ROHAN S. GENERAL COUNSEL DEBEVOISE & WEERASINGHE, ESQ. AMR CORPORATION PLIMPTON SHEARMAN & P.O. BOX 619616 875 THIRD AVENUE STERLING DALLAS/FORT WORTH AIRPORT, NEW YORK, NEW 599 LEXINGTON TEXAS 75261-9616 YORK 10022 AVENUE (817) 963-1234 (212) 909-6000 NEW YORK, NEW YORK 10022 (212) 848-4000 (Name, address, including ZIP code, and telephone number, including area code, of agents for service) If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number to the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] 2 DEREGISTRATION OF SECURITIES AMR Corporation (the "Registrant") by this Post- Effective Amendment No. 1 to its Registration Statement on Form S-3 (No. 333-02633) originally filed with the Securities Exchange Commission on April 19, 1996 (the "Registration Statement"), hereby withdraws from registration under the Securities Act of 1933, as amended (the "Act"), 343 shares of its Common Stock, par value $1.00 per share (the "Common Stock"), registered under the Registration Statement. REASON FOR DEREGISTRATION The Registrant called for redemption on May 20, 1996 (the "Redemption Date") all $1,020,356,000 principal amount of its outstanding 6 1/8% Convertible Subordinated Quarterly Income Capital Securities due 2024 (the "Debentures"). In lieu of having their Debentures redeemed, holders of the Debentures could opt to convert their Debentures into the Common Stock at any time prior to May 17, 1996 (the "Conversion Date"). By the end of the Conversion Date, the holders of $1,020,331,000 principal amount of the Debentures had elected conversion and had their Debentures converted into 12,915,556 shares of Common Stock (plus a small amount of cash in lieu of fractional shares). All of those 12,915,556 shares of Common Stock were registered on the Registration Statement. The Registrant redeemed the remaining $25,000 in principal amount on the Redemption Date. Thus, the Registrant is hereby withdrawing from registration under the Act 343 of the 12,915,899 shares of Common Stock registered under the Registration Statement. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, AMR Corporation has duly caused this Post-Effective Amendment No. 1 to the 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 2nd day of January, 1997. 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. SIGNATURESTITLE 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) DAVID L. BOREN* Director EDWARD A. BRENNAN* Director *By /s/ ANNE H. MCNAMARA Anne H. McNamara (Attorney-in-Fact) Date: January 2, 1997 ARMANDO M. CODINA* Director CHRISTOPHER F. EDLEY* Director CHARLES T. FISHER,III* Director EARL G. GRAVES* Director DEE J. KELLY* Director ANN D. MCLAUGHLIN* Director CHARLES H. PISTOR,JR.* Director JOE M. RODGERS* Director MAURICE SEGALL* Director