As filed with the Securities and Exchange Commission on January 6, 1997
                                               Registration No. 333-
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                          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.)

                              4333 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                      (Address of  Principal Executive Offices)

                                    AMR CORPORATION
                               PILOTS STOCK OPTION PLAN
                                 (Full Title of Plan)
                                       --------

                                Anne H. McNamara, Esq.
                       Senior Vice President and General Counsel
                                   AMR Corporation
                              4333 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                                    (817) 963-1234
                 (Name and Address including Zip Code, and Telephone
                  Number, including Area Code, of Agent for Service)

                           CALCULATION OF REGISTRATION FEE

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                                             Proposed
Title of Securities           Amount          Maximum            Proposed          Amount of
      to be                    to be     Offering Price per  Maximum Aggregate    Registration
   Registered              Registered(1)      Share(2)      Offering Price (1)(2)    Fee(2)
- ----------------------------------------------------------------------------------------------
                                                                      
Common Stock, par
 value $1.00 per share   5,750,000 shares      $86.44           $497,030,000        $150,615
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
(1) There are also registered hereby such indeterminate number of shares of Common Stock as may be issuable by reason of operation of anti-dilution provisions of the Pilots Stock Option Plan described herein. (2) Calculated pursuant to Rule 457(h), based on the average of the high and low prices of AMR Corporation Common Stock on January 3, 1997, as reported in a summary of composite transactions for securities listed on the New York Stock Exchange. PART I INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part 1 to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part 1 of Form S-8. PART II ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this registration statement. (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (2) The Registrant's Quarterly Report on Form 10-Q, as amended by the Registrant's Amendment to Quarterly Report on Form 10-Q/A, for the quarter ended March 31, 1996 filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. (3) The Registrant's Current Report on Form 8-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on April 17, 1996. (4) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. (5) The Registrant's Current Report on Form 8-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on July 8, 1996. (6) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. (7) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B, as filed with the Commission on September 29, 1982. 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 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 documents. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Anne H. McNamara has rendered an opinion as to the legality of the Common Stock being registered hereby. Mrs. McNamara is the Senior Vice President and General Counsel of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides that a Delaware corporation may indemnify directors and officers and certain other individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by any such person in connection with any threatened, pending or completed action, suit or proceeding (other than action by or in the right of the corporation) in which such person is involved because such person is a director or officer of the corporation, if such person acted in good faith and in a manner that such person 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 that such person's conduct was unlawful. No indemnification shall be made to an officer or director or other qualified individual if such person shall have been adjudged to be liable to the corporation unless such person acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interest of the corporation and only to the extent the Court of Chancery of the State of Delaware or the court in which such action or suit was brought, determines that despite the adjudication of liability such person is fairly and reasonably entitled to such indemnification. If such person is successful on the merits or otherwise in defense of any action, then Section 145 provides that such person shall be indemnified against expenses including attorneys' fees actually and reasonably incurred by that person in connection therewith. Section 102(b)(7) of the DGCL provides that the liability of a director may not be limited or eliminated for the breach of such director's duty of loyalty to the corporation or its stockholders, for such director's intentional acts or omissions not in good faith, for such director's concurrence in or vote for an unlawful payment of a dividend or unlawful stock purchase or redemption or for any improper personal benefit derived by the director from any transaction. The Registrant's Bylaws provide that the Registrant will 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 Registrant, or is or was serving or has agreed to serve at the request of the Registrant 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. The Registrant's Bylaws further provide that the Registrant 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, by reason of the fact that he is or was or has agreed to become an employee or agent of the Registrant, or is or was serving or has agreed to serve at the request of the Registrant as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification referred to in the preceding paragraph will be from and against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee or on his behalf in connection with such action, suit or proceeding and any appeal therefrom. However, such indemnification will only be provided if the indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Notwithstanding the preceding two sentences, in the case of an action or suit by or in the right of the Registrant to procure a judgment in its favor (a) the indemnification referred to in this paragraph will 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 (b) 3 no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the Registrant unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought determines 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 deems proper. To the extent that a director, officer, employee or agent of the Registrant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, he will be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding will be paid by the Registrant 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 is ultimately determined that he is not entitled to be indemnified by the Registrant. Such expenses 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 indemnification described in the preceding two paragraphs will 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 or her official capacity and as to action in another capacity while holding such office, will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such a person. The Registrant will purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against, and incurred by, him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability under the provisions of the Bylaws; provided, however, that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the board of directors of the Registrant. ITEM 8. EXHIBITS. 4.1 AMR Corporation Pilots Stock Option Plan 5.1 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Anne H. McNamara (included as part of Exhibit 5.1) 24.1 Powers of Attorney ITEM 9. UNDERTAKINGS. 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; 4 (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 (1)(i) and (1)(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 with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirement 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 3rd 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 by the following persons in the capacities and on the date indicated. Signatures Title Date ---------- ----- ---- * Chairman of the Board, January 3, 1997 - ------------------------ President and Chief ROBERT L. CRANDALL Executive Officer (Principle Executive Officer) * Senior Vice President and January 3, 1997 - ------------------------ Chief Financial Officer GERARD J. ARPEY (Principal Financial and Accounting Officer) * Director January 3, 1997 - ------------------------ DAVID L. BOREN * Director January 3, 1997 - ------------------------ EDWARD A. BRENNAN * Director January 3, 1997 - ------------------------ ARMANDO M. CODINA * Director January 3, 1997 - ------------------------ CHRISTOPHER F. EDLEY * Director January 3, 1997 - ------------------------ CHARLES T. FISHER, III * Director January 3, 1997 - ------------------------ EARL G. GRAVES 6 * Director January 3, 1997 - ------------------------ DEE J. KELLY * Director January 3, 1997 - ------------------------ ANN D. McLAUGHLIN * Director January 3, 1997 - ------------------------ CHARLES H. PISTOR, JR. * Director January 3, 1997 - ------------------------ JOE M. RODGERS * Director January 3, 1997 - ------------------------ MAURICE SEGALL *By: /s/ CHARLES D. MARLETT ----------------------- Charles D. MarLett Attorney-in-Fact 7 EXHIBIT INDEX Sequentially Exhibit Number Description of Exhibit Numbered Page - -------------- ---------------------- ------------- 4.1 AMR Corporation Pilots Stock Option Plan 9 5.1 Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant 15 23.1 Consent of Ernst & Young LLP 16 23.2 Consent of Anne H. McNamara (included in Exhibit 5.1) 24.1 Powers of Attorney 17


                                                                     Exhibit 4.1
                                       
                                AMR CORPORATION

                            PILOTS STOCK OPTION PLAN


ARTICLE 1.  ESTABLISHMENT

    AMR Corporation, a Delaware corporation and the Allied Pilots 
Association, as the representative of the Pilots of American Airlines, Inc., 
hereby establish the "Pilots Stock Option Plan", as set forth herein.  The 
Pilots Stock Option Plan provides for the grant of Stock Options to purchase 
a total of 5.75 million shares of Stock.  The Stock Options will be granted 
in two installments.  The Plan will be part of the Basic Agreement, will 
become effective as of the Signing Date.


ARTICLE 2.  DEFINITIONS

    For the purposes of the Plan, the following terms will be defined as set 
forth below and, when the defined meaning is intended, the term is 
capitalized.

    2.1  "American Airlines" means American Airlines, Inc., a Delaware 
corporation and wholly owned subsidiary of the Company.

    2.2  "Association" means the Allied Pilots Association.

    2.3  "Basic Agreement" means the basic collective bargaining agreement 
together with all effective amendments, supplemental agreements, letters of 
agreement and letters of understanding between American Airlines and the 
Association, in existence on the Signing Date and as may be modified or 
supplemented after the effective date.

    2.4  "Board" or "Board of Directors" means the Board of Directors of the 
Company.

    2.5  "Committee" means the Committee referred to in Article 3 of the 
Plan. 

    2.6  "Company" means AMR Corporation, a Delaware corporation, or any 
successor corporation.

    2.7  "Exercise Period" means the period of time between the date a Stock 
Option becomes exercisable and the tenth (10th) anniversary of that Stock 
Option's Grant Date, when the Stock Option expires.

    2.8  "Fair Market Value" means, as of any given date, the mean between 
the highest and lowest quoted selling price, regular way, of the Stock on the 
New York Stock Exchange or, if no sale of Stock occurs on the New York Stock 
Exchange on such date, the mean between the highest and lowest quoted selling 
price, regular way, of the Stock on the New York Stock Exchange on the last 


preceding day on which a sale occurred.

    2.9  "Grant Date" means the date on which the Stock Options are awarded 
under the Plan.  The initial Grant Date will be the date agreed upon by the 
Company and the Association, which date will be the Signing Date; provided, 
however, the initial Grant Date will not be earlier than twenty (20) days 
after the date the Association has certified the number of Stock Options each 
Participant will receive on the initial Grant Date under the Plan.  The 
second Grant Date will be August 31, 1998.

    2.10 "Option Price" means the price at which a share of Stock covered by 
a Stock Option may be purchased, as specified in Article 6 below.

    2.11 "Participant" means a Pilot who is a recipient of an award of a 
Stock Option under the Plan.

    2.12 "Pilot" means a pilot designated by the Association to receive an 
award of a Stock Option under the Plan.

    2.13 "Plan" means the Pilots Stock Option Plan.

    2.14 "Signing Date" means the date of signing of the Basic Agreement.

    2.15 "Stock" means the Common Stock, $1.00 par value per share, of the 
Company.

    2.16 "Stock Option" means the option to purchase shares of Stock granted 
pursuant to Article 6 below.  All Stock Options granted pursuant to the Plan 
will be deemed "non-qualified" and not intended to be incentive stock options 
under Section 422 of the Internal Revenue Code of 1986, as amended from time 
to time, and any successor thereto.


ARTICLE 3.  ADMINISTRATION

    3.1  THE ADMINISTRATOR.  The Plan will be administered by a Committee 
comprised of three persons.  Two persons will be appointed by the Chairman 
and Chief Executive Officer of the Company.  The third member of the 
Committee will be the President of the Association or his designee. 

    3.2  THE COMMITTEE'S AUTHORITY.  The Committee will have full authority 
to construe and interpret the Plan, to establish, amend and rescind 
appropriate rules and regulations relating to the distribution and exercise 
of Stock Options under the Plan, to administer the Plan, and to take all such 
steps and make all such determinations in connection with the Plan and the 
Stock Options granted hereunder as it may deem necessary or advisable to 
carry out the provisions and intent of the Plan, provided that any decision, 
determination or action of the Committee with respect to the Plan will be 
consistent with the terms of the Plan; further provided , unless any 
decision, determination or action of the Committee is required by law, no 
decision, determination or action of the Committee will impair the economic 
benefit of a Participant's Stock Option.  All actions to be taken pursuant to 
this Article 3.2 will be decided at a duly constituted meeting of the 
Committee.  A majority of the members of the Committee will constitute a 
quorum, and the act of a majority of the members present at a meeting


at which a quorum is present shall be the act of the Committee.  At all 
meetings each member of the Committee shall have one vote. No vacancy among 
the representatives, by resignation or any other reason, will impair the 
powers of the remaining representatives to administer the affairs of the 
Plan.  Notice of all meetings will be given to each member five (5) business 
days prior to the meeting date.  The Committee may delegate its authority 
hereunder.

    3.3  DISPUTE RESOLUTION.  Disputes arising out of decisions, 
determination or other actions of the Committee with respect to the 
interpretation, administration or application of the Plan will be subject to 
the grievance and System Board of Adjustment procedures of the Basic 
Agreement.


ARTICLE 4.  STOCK SUBJECT TO THE PLAN.

    4.1  STOCK RESERVED.  The total number of shares of Stock reserved and 
available for distribution under the Plan will be 5.75 million, subject to 
adjustment as provided in Article 4.2.  Such shares may consist, in whole or 
in part, of either authorized and unissued shares or treasury shares.

    4.2  CERTAIN CHANGES IN CORPORATE STRUCTURE.  In the event of any merger, 
reorganization, consolidation, recapitalization, stock dividend, stock split 
or other change in corporate structure affecting the Stock, the Company, in 
its sole discretion, will make such adjustments as it deems necessary to 
reflect such change so as to prevent the diminution or enlargement of a 
Participant's rights, including but not limited to, adjustments in the 
aggregate number of shares reserved for issuance under the Plan, and 
adjustments in the number and option price of the shares subject to 
outstanding Stock Options granted under the Plan, provided that the number of 
shares subject to any Stock Option will always be a whole number.  Numbers of 
5 or below will be rounded down.  Numbers of 6 or above will be rounded up.  
If any of the foregoing events occur affecting the Stock and there is an 
adjustment to the then outstanding non-qualified stock options under the last 
paragraph of Section 3 of the Company's 1988 Long Term Incentive Plan (or the 
corresponding provision of any successor plan) for officers and key 
employees, the Stock Options under the Plan shall be adjusted in a manner no 
less favorable to the Participant than the adjustment for the then 
outstanding non-qualified stock options under the last paragraph of Section 3 
of the Company's 1988 Long Term Incentive Plan (or the corresponding 
provision of any successor plan).


ARTICLE 5.  ELIGIBILITY.

    The Association will determine the Participants and the number of whole 
shares of Stock subject to Stock Options to be awarded to each Participant on 
each Grant Date.


ARTICLE 6.  STOCK OPTIONS.

    6.1  GRANT.  On the initial Grant Date, the Company will award Stock 
Options covering an aggregate of 3,000,000 shares of Stock to the 
Participants, as specified in Article 5.  On the second Grant Date, the 
Company will award Stock Options covering an aggregate of 2,750,000 shares of 
Stock to the Participants as specified in Article 5.  A Participant's Stock 
Option will entitle the Participant to purchase from the Company a specified 
number of shares of Stock at the Option Price.

    6.2  NONTRANSFERABILITY.  A Stock Option granted pursuant to the Plan 
will not be transferable by the Participant otherwise than by will, by the 
laws of descent and distribution, or by a written designation referred to in 
Article 7.2 below, and is exercisable during the Participant's lifetime only 
by such Participant.

    6.3  OPTION PRICE.  The Option Price for the first installment of Stock 
Options will be $10.00 below the Fair Market Value of the Stock on the 
initial Grant Date.  The Option Price for the second installment of Stock 
Options will be the Fair Market Value of the Stock on the second Grant Date.  
The Option Price will be the price payable by the Participant for a share of 
Stock upon the exercise of a Stock Option.  The Option Price will be subject 
to adjustment in accordance with the provisions of Article 4.2 hereof.

    6.4  OPTION EXERCISE DATES AND TERM.  Subject to Article 7 hereof, a 
Stock Option granted to a Participant will be immediately exercisable on the 
first business day following the Grant Date, and the Stock Option will expire 
on, and no shares of Stock may be purchased thereunder after the tenth (10th) 
anniversary of its Grant Date.

    6.5  EXERCISING STOCK OPTIONS.  To exercise a Stock Option, the holder 
thereof must give irrevocable notice of the exercise to the Company or one or 
more third parties designated by the Committee, identifying a whole number of 
shares of Stock (which will not be less than the lesser of (a) 1 share of 
Stock or (b) the number of shares of Stock subject to such Participant's then 
exercisable Stock Option) with respect to which such Stock Option is being 
exercised.  The Option Price for the Stock Option being exercised must be 
paid in full prior to issuance of the Stock.  The Committee may, from time to 
time, in its sole discretion establish administrative procedures relating to 
the exercise of Stock Options, provided that such procedures are consistent 
with the terms of the Plan.

    6.6  WITHHOLDING TAXES.  The Participant will be required to pay to the 
Company, or make arrangements satisfactory to the Company regarding the 
payment of, the amount of any foreign, federal (including FICA), state, or 
local taxes of any kind required by law to be withheld with respect to the 
exercise of a Stock Option. 

    6.7  PAYMENT.  Payment of the Option Price and any tax withholding 
obligation must be made by cashier's check, through electronic funds transfer 
or through a broker-assisted Stock Option Exercise pursuant to procedures the 
Committee may, in sole discretion, establish from time to time.  No shares of 
Stock will be delivered to the Participant until all such amounts have been 
paid.  Notwithstanding anything herein to the contrary, the Company will 
permit and provide for the exercise of a Stock Option without the prior 
payment of the Option Price and any tax withholding obligation, provided 



arrangements satisfactory to the Company have been made for full payment of 
such amounts (the foregoing to be deemed a "Cashless Exercise").  The 
Participant will be responsible for all brokerage commissions, interest and 
other expenses, if any.


ARTICLE 7.  NONFORFEITABILITY OF OPTIONS AND TRANSFER UPON DEATH.

    7.1  NONFORFEITABILITY.  The Stock Options which are awarded to a 
Participant will be nonforfeitable and exercisable at any time during the 
Exercise Period.

    7.2  DEATH.  In the event of the death of a Participant during the 
Exercise Period, the estate of such Participant, or other person designated 
by the Participant, will be entitled to exercise any Stock Option awarded to 
Participant to the same extent as a Participant who remains in active 
employment with American Airlines.


ARTICLE 8.  MISCELLANEOUS.

    8.1  GOVERNING LAW.  The Plan, and all awards and agreements made 
hereunder, will be governed by and construed in accordance with the Railway 
Labor Act, and the laws of the state of Texas without giving effect to the 
principles of conflicts of laws thereof.

    8.2  GENDER AND NUMBER.  Except where otherwise indicated by the context, 
any masculine term used herein includes the feminine; the plural includes the 
singular; and the singular includes the plural.

    8.3  NO RIGHT TO EMPLOYMENT.  The adoption of the Plan will not confer 
upon any employee of American Airlines any right to continued employment with 
American Airlines, nor will it interfere in any way with the right of 
American Airlines to terminate the employment of any of its employees at any 
time.

    8.4  RIGHTS OF PARTICIPANTS.  Nothing in the Plan or in any Stock Option 
granted under the Plan will confer upon any Participant or his executors, 
administrators or legal representatives any of the rights of a stockholder of 
the Company with respect to the shares of Stock subject to a Stock Option 
until the Participant has given notice of exercise and has paid in full for 
such shares.

    8.5  PURCHASE FOR INVESTMENT AND LEGALITY.  On or before the Signing 
Date, the Company will file a Registration Statement on Form S-8 (a 
"Registration Statement") pursuant to the Securities Act of 1933, as amended 
(the "Securities Act") covering the Stock to be offered pursuant to the Plan 
and will use its best efforts to maintain such registration at all times 
necessary to permit holders of Stock Options to exercise them.  In the event 
there is no Registration Statement on file, the Participant, by acceptance of 
any Stock Option granted under the Plan, will represent and warrant to the 
Company that the purchase or receipt of shares of Stock upon the exercise 
thereof will be for investment and not with a view to distribution, provided 
that such representation and warranty will be inoperative if, in the opinion 
of counsel to the Company, a proposed sale or distribution of such shares of 
Stock is pursuant to an applicable effective registration statement under the 
Securities Act or is, without such representation and warranty, exempt from 
registration under such act. 


    The obligation of the Company to issue shares of Stock upon the exercise 
of a Stock Option will also be subject, as conditions precedent, to 
compliance with applicable provisions of the Securities Act, the Securities 
Exchange Act of 1934, as amended, state securities laws, rules and 
regulations under any of the foregoing and applicable requirements of any 
securities exchange upon with the Company's securities are listed.  The 
Company will use its reasonable best efforts to take all actions necessary 
and appropriate to satisfy each of the foregoing conditions.

    The Company may endorse an appropriate legend referring to the foregoing 
restrictions upon the certificate or certificates representing any shares of 
Stock issued or transferred to a Participant upon the exercise of any Stock 
Option granted under the Plan.

    8.6  CHANGE IN CONTROL PROVISIONS.  In the event of a Change in Control 
of American Airlines (as described in Section 11(b) of the Company's 1988 
Long Term Incentive Plan) all Stock Options not yet granted on the date of 
such Change in Control will be granted, pursuant to Article 5, on the date of 
such Change in Control at an Option Price equal to the Fair Market Value of 
the Stock on such date.

    8.7  AMENDMENTS.  The Plan may only be amended or modified in writing as 
agreed by both the Company and the Association.



                                                                    Exhibit 5.1

                             [AMR Corporation Letterhead]

                                        [Date]



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

                   Registration Statement on Form S-8 pertaining to
                             PILOTS STOCK INCENTIVE PLAN

Ladies and Gentlemen:

    I am Senior Vice President and General Counsel of AMR Corporation, a
Delaware corporation, 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, of a Registration
Statement on Form S-8 (the "Registration Statement") relating to 5,750,000
shares (the "Shares") of the Common Stock, par value $1.00 per share, of AMR
Corporation, a Delaware corporation, to be awarded under the Pilots Stock Option
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 judgement 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 Shares have 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,


                                  /s/ Anne H. McNamara
                                  Anne H. McNamara
                                  Senior Vice President and
                                  General Counsel




                                                                   Exhibit 23.1

                           CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the AMR Corporation Pilots Stock Option Plan of our report
dated January 15, 1996, with respect to the consolidated financial statements
and schedule of AMR Corporation included in its Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the Securities and Exchange
Commission.


                             /s/ Ernst & Young LLP
                             ERNST & YOUNG LLP

Dallas, Texas
January 2, 1997




                                  POWER OF ATTORNEY

    The undersigned, Chairman of the Board 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                       /s/ ROBERT L. CRANDALL
                                       --------------------------------------
                                       Robert L. Crandall

Witness:


/s/ CHARLES D. MARLETT
- -------------------------
Charles D. MarLett



                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                       /s/ GERARD J. ARPEY
                                       ---------------------------------------
                                       Gerard J. Arpey

Witness:


/s/ CHARLES D. MARLETT
- --------------------------
Charles D. MarLett



                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 21st day of November, 1996.




                                       /s/ EDWARD A. BRENNAN
                                       ---------------------------------------
                                       Edward A. Brennan

Witness:


/s/ CHARLES D. MARLETT
- --------------------------
Charles D. MarLett





                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ ARMANDO M. CODINA
                                  ----------------------------
                                  Armando M. Codina
Witness:


/s/ CHARLES D. MARLETT
- ---------------------------
Charles D. MarLett




                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ CHRISTOPHER F. EDLEY
                                  --------------------------------
                                  Christopher F. Edley
Witness:


/s/ CHARLES D. MARLETT
- ----------------------------
Charles D. MarLett




                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ CHARLES T. FISHER, III
                                  --------------------------------
                                  Charles T. Fisher, III
Witness:


/s/ CHARLES D. MARLETT
- -----------------------------
Charles D. MarLett





                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ EARL G. GRAVES
                                  ------------------------------
                                  Earl G. Graves
Witness:


/s/ CHARLES D. MARLETT
- ------------------------------
Charles D. MarLett





                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ DEE J. KELLY
                                  -----------------------------
                                  Dee J. Kelly

Witness:


/s/ CHARLES D. MARLETT
- ----------------------------
Charles D. MarLett




                                  POWER OF ATTORNEY

    The undersigned, a Director 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 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ ANN D. MCLAUGHLIN
                                  -----------------------------
                                  Ann D. McLaughlin
Witness:


/s/ CHARLES D. MARLETT
- --------------------------------
Charles D. MarLett





                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ CHARLES H. PISTOR, JR.
                                  ---------------------------------
                                  Charles H. Pistor, Jr.
Witness:


/s/ CHARLES D. MARLETT
- -----------------------------
Charles D. MarLett




                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ JOE M. RODGERS
                                  -----------------------------
                                  Joe M. Rodgers
Witness:


/s/ CHARLES D. MARLETT
- ------------------------------
Charles D. MarLett





                                  POWER OF ATTORNEY

    The undersigned, a Director 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, $1.00 par value,
    of the Corporation to be offered pursuant to the AMR Corporation Pilots
    Stock Option Plan, as it may from time to time be amended; 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 27th day of December, 1996.




                                  /s/ MAURICE SEGALL
                                  ------------------------------
                                  Maurice Segall
Witness:


/s/ CHARLES D. MARLETT
- ------------------------------
Charles D. MarLett