1

                                                  ------------------------------
                                                           OMB APPROVAL
                                                  ------------------------------
                                                  OMB Number:          3235-0145
                                                  Estimated average burden hours
                                                  per response. . . . . . .14.90
                                                  ------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

            INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
       PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)


                               (AMENDMENT NO. 1)*


                                    AMR CORP.
                         ------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
                         ------------------------------
                         (Title of Class of Securities)


                                    001765106
                         ------------------------------
                                 (CUSIP Number)


             -------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)


        Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

               [X]    Rule 13d-1(b)

               [ ]    Rule 13d-(c)

               [ ]    Rule 13d-1(d)


        *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).



   2

CUSIP NO. 001765106                SCHEDULE 13G        PAGE   2   OF   5   PAGES
         ---------------------                              -----    -----      

  (1)     NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON

          OPPENHEIMER CAPITAL  (IRS 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
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER                    
  NUMBER OF                    -0-
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER                  
  OWNED BY                     11,738,313
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER               
 PERSON WITH                   -0-
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER             
                               11,738,313
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
          
          11,738,313
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
          SHARES*                                                         [   ]

          ---------------------------------------------------------------------

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

          6.4
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON*

          IA
          ---------------------------------------------------------------------

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!



                                       2
   3




ITEM 1  (a)    NAME OF ISSUER:
               AMR CORP.

        (b)    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
               4333 Amon Carter Blvd.
               Fort Worth, Texas 76155

ITEM 2  (a)    NAME OF PERSON FILING:
               OPPENHEIMER CAPITAL

        (b)    ADDRESS OF PRINCIPAL BUSINESS OFFICE:
               Oppenheimer Tower, World Financial Center
               New York, New York 10281

        (c)    CITIZENSHIP:
               Not Applicable.

        (d)    TITLE OF CLASS OF SECURITIES:
               Common Stock

        (e)    CUSIP NUMBER:
               001765106

ITEM 3  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
        13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

        (a) [ ] Broker or dealer registered under Section 15 of the
                Exchange Act;

        (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;

        (c) [ ] Insurance company as defined in Section 3(a)(19) of the
                Act;

        (d) [ ] Investment company registered under Section 8 of the
                Investment Company Act;

        (e) [X] Investment adviser registered under Section 203 of the
                Investment Advisors Act of 1940;

        (f) [ ] Employee benefit plan or endowment fund in
                accordance with Rule 13d-1(b)(1)(ii)(F);

        (g) [ ] Parent holding company or control person, in accordance
                with 13d-1(b)(ii)(G);

        (h) [ ] Savings association as defined in Section 3(b)
                of the Federal Deposit Insurance Act;

        (g) [ ] Church plan that is excluded from the
                definition of an investment company under Section 3(c)(14)
                of the Investment Company Act;

        (j) [ ] Group, in accordance with Rule13d-1(b)(1)(ii)(H).

        If this statement is filed pursuant to Rule 13d-1(c), check
        this box.  [ ]



                                       3
   4



ITEM 4  OWNERSHIP.

        (a)   Amount beneficially owned: 11,738,313 **

        (b)   Percent of Class: 6.4

        (c)   Number of shares as to which such person has:

        (i)   Sole power to vote or direct the vote: -0-

        (ii)  Shared power to vote: 11,738,313**

        (iii) Sole power to dispose or direct the disposition of: -0-

        (iv)  Shared power to dispose or direct the disposition of:
              11,738,313**

          **This report is being filed on behalf of Oppenheimer Capital, a
    Delaware general partnership and/or certain investment advisory clients or
    discretionary accounts relating to their collective beneficial ownership of
    shares of common stock of the Issuer. Oppenheimer Capital is a registered
    investment adviser under Section 203 of the Investment Advisers Act of 1940.
    As a result of its role as investment adviser Oppenheimer may be deemed to
    be the beneficial owner of the securities of the Issuer. Oppenheimer Capital
    has the sole power to dispose of the shares and to vote the shares under its
    written guidelines established by its Management Board.

ITEM 5  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

               If this statement is being filed to report the fact that as of
        the date hereof the reporting person has ceased to be the beneficial
        owner of more than five percent of the class of securities, check the
        following [ ].

ITEM 6  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

               Our clients have the right to receive or the power to direct the
        receipt of dividends or the profits from the sale of such securities. No
        one client owns more than five percent of the securities of the Issuer.

ITEM 7  IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

        Not Applicable.

ITEM 8  IDENTIFICATION AND CLARIFICATION OF MEMBERS OF THE GROUP.

        Not Applicable.

ITEM 9  NOTICE OF DISSOLUTION OF GROUP.

        Not Applicable.



                                       4
   5



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
        the securities and were not acquired and are not held in connection with
        or as a participant in any transaction having that 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: February 9, 1999




                                       /s/ THOMAS E.DUGGAN
                                       ---------------------------------
                                       General Counsel and Secretary