SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13G

               Under the Securities Exchange Act of 1934
                           (Amendment No. )*

                               AMR CORP.
                          (Name of Issuer)

                                Common
                    (Title of Class of Securities)

                                001765106      
                            (CUSIP Number)


     Check the following box if a fee is being paid with this statement X

     (A fee is not required only if the filing person: (1) has a previous
     statement on file reporting beneficial ownership of more than five
     percent of the class of securities described in Item 1; and (2) has
     filed no amendment subsequent thereto reporting beneficial ownership of
     five percent or less of such class.)  (See Rule 13d-7.)    

     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class
     of securities, and for any subsequent amendment containing information
     which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not
     be deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of
     the Act (however, see the Notes).    
                  
                         (Continued on following page(s))

                              Page 1 of 10 Pages
      

______________________________________________________________
                               
                                   13G

CUSIP NO.001765106                       PAGE 2 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER GROUP, INC.
     I.R.S. NO. 13-3331657
______________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 
                                                      (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            5,354,091
               _______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                5,354,091
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                    5,354,091
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    5.89%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     HC
______________________________________________________________
PAGE

______________________________________________________________
                               
                                   13G

CUSIP NO.001765106                PAGE 3 OF 10 PAGES

______________________________________________________________
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     OPPENHEIMER CAPITAL
     I.R.S. NO. 13-3413767
_____________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 
                                                      (b)  X
______________________________________________________________
3    SEC USE ONLY

______________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE
______________________________________________________________
NUMBER OF      5    SOLE VOTING POWER
                    
SHARE               0
               _______________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            5,315,331
               _______________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               _______________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                5,315,331
______________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
                    5,315,331
______________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES 

______________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    5.85%
______________________________________________________________
12   TYPE OF REPORTING PERSON

     IA
______________________________________________________________


                                            Page 4 of 10 Pages
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              Schedule 13G
                Under the Securities Exchange Act of 1934

Check the following box if a fee is being paid with this Statement X


Item 1(b)      Name of Issuer:     AMR Corp.

Item 1(b) Address of Issuer's Principal Executive Offices:

          P.O. Box 619616, Dallas Fort Worth, TX 75261

Item 2(a)      Name of Person Filing:

               Oppenheimer Group, Inc.

Item 2(b)      Address of Principal Business Office:

               Oppenheimer Tower, World Financial Center
               New York, New York 10281

Item 2(c)      Citizenship:

               Inapplicable

Item 2(d)      Title of Class of Securities:

               Common 

Item 2(e)      CUSIP Number:  032511107

                         
Item 3(g) ____X____ Parent Holding Company, in accordance with 
                         Section 240.13d - 1(b)(1)(ii)(G)  
                         See Exhibit I hereto

Item 4(a)      Amount Beneficially Owned:

                    Oppenheimer Group, Inc.      -5,354,091*

Item 4(b)      Percent of Class:

                    Oppenheimer Group, Inc.      - 5.89%   * 
 
*  Includes amount beneficially owned by Oppenheimer Capital as disclosed
on Page 3 hereof.

PAGE

                                                 Page 5 of 10 Pages
Item 4(c)(i)   Sole Power to Vote or to direct the vote -
                    Oppenheimer Group, Inc.   -            0


Item 4(c)(ii)  Shared power to vote or to direct the vote - 
                    Oppenheimer Group, Inc. -5,354,091   *

Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -            0

Item 4(c)(iv)  Shared power to dispose or to direct the disposition of -
                    Oppenheimer Group, Inc.   -  5,354,091*


Item 5         Ownership to Five Percent or Less of a Class:
                    Inapplicable

Item 6         Ownership of More than Five Percent on Behalf of
                    Another Person:

                    See Exhibit A hereto

Item 7         Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent
               Holding Company: 

                    See Exhibit II hereto

Item 8         Identification and Classification of Members of the Group:
                    Inapplicable

Item 9         Notice of Dissolution of Group:
                    Inapplicable

Item 10        Certification:

            By signing below I certify that, to the best of my knowledge
            and belief, the securities referred to above were acquired in
            the ordinary course of business and were not acquired for the
            purpose of and do not have the effect of changing or
            influencing the control of the issuer of such securities and
            were not acquired in connection with or as a participant in
            any transaction having such purpose or effect.

SIGNATURE   After reasonable inquiry and to the best of my knowledge and
            belief, I certify that the information set forth in this
            statement is true, complete and correct.

Date:          January 21, 1997

Signature:      By: /s/ Robert I. Kleinberg    

Name/Title:     Robert I. Kleinberg, Vice President/Secretary           

*     Includes amount beneficially owned by Oppenheimer Capital as
      disclosed on Page 3 hereof.

PAGE

                                         Page 6 of 10 Pages 



                           EXHIBIT A


The Managing General Partner of Oppenheimer Capital, a registered
investment adviser, and certain persons to whom it has delegated the
authority, have the power on behalf of Oppenheimer Capital to direct the
use of dividends or proceeds of sale of more than five (5%) percent of
such securities as disclosed on Page 3 hereof. The Board of Directors,
certain officers and other employees of Oppenheimer & Co., Inc., a
registered broker-dealer, have the power to direct the use of dividends or
proceeds of sale of less than five (5%) percent of these securities. 

MIK8-exhibit.A/2
                                   
  
                                          Page 7 of 10 Pages
                                  EXHIBIT I
   Oppenheimer Group, Inc. ("Group") is a holding and service company
   owning, directly or indirectly, a variety of companies engaged in the
   securities business, including the companies identified on the exhibit
   to this Schedule 13G.  70.78% of the issued and outstanding common stock
   of Group is owned by Oppenheimer & Co., L.P. ("Oppenheimer LP") a
   Delaware limited partnership formed by the management of Oppenheimer. 
   The general and limited partnership interests in Oppenheimer LP are
   owned by officers and employees of Oppenheimer & Co., Inc., an indirect
   wholly-owned subsidiary of Oppenheimer LP. 29.22% of Group's capital
   stock has been issued to certain Oppenheimer LP warrantholders upon
   presentation for exercise of warrants issued to various investors in
   Oppenheimer LP's 1986 Private Placement.

   This Schedule 13G is being filed by Group as a parent holding company
   pursuant to the provisions of Rule 13d-1(b)(2) on behalf of Oppenheimer
   LP and Group's subsidiary companies and/or certain investment advisory
   clients or discretionary accounts of such subsidiaries named herein to
   report their collective beneficial ownership of 5,354,091 Common Stock
   of the Issuer aggregating more than five (5%) percent of such 90,935,000
   shares outstanding. Management of the affairs of Group's subsidiaries
   and of certain investment advisory clients, including decisions
   respecting disposition and/or voting of the shares of Common Stock of
   the Issuer, resides in the respective officers and directors of such
   companies and is not directed by Group or Oppenheimer LP.
PAGE

                                               Page 8 of 10 Pages
   Accordingly, the filing of this Schedule 13G by Group is not intended
   as, and should not be deemed, an acknowledgement of beneficial ownership
   or shared voting or dispositive power by Group, Oppenheimer LP or any
   such intermediary company of the shares of Common Stock of the Issuer
   owned by such subsidiaries or investment advisory clients, or by any
   such subsidiary of shares of Common Stock of the Issuer owned by any
   other such subsidiary, such beneficial ownership or attribution or
   shared voting or dispositive power being disclaimed.

MIK8-EXHIBITO.I95                   


                                                 Page 9 of 10 Pages



                                 EXHIBIT II   

The Parent Holding Company is filing on behalf of Oppenheimer Financial Corp.,
Oppenheimer Equities, Inc. and Oppenheimer Holdings, Inc. which would be
classified as Item 3(g), Oppenheimer & Co., Inc. which would be classified as
Item 3(a), and Oppenheimer Capital and OpCap Advisors which would be classified
as Item 3(e).

   MIK8-EX-IIB
                                              


                                           Page 10 of 10 Pages


                         EXHIBIT III     



The undersigned hereby acknowledges and agrees that a report on Schedule
13G being filed by Oppenheimer Group, Inc. on or about the date hereof,
relating to the common stock of AMR Corp.is filed on behalf of the
undersigned.



   DATED: January 21, 1997



                                        OPPENHEIMER CAPITAL


                                  By: /s/ Robert I. Kleinberg
                                      Robert I. Kleinberg
                                      Vice President & Secretary of
                                      Oppenheimer Financial Corp.,
                                      The Managing General Partner.    




AMR.197