As filed with the S.E.C. on May 8, 1998

                                                     Registration No. 333-13751
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                  ________________

                         Post-Effective Amendment No. 1 to 
                                      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 of       (I.R.S. Employer 
           incorporation or organization)       Identification No.)


                             4333 AMON CARTER BOULEVARD
                              FORT WORTH, TEXAS 76155
                      (Address of Principal Executive Offices
                                including Zip Code)


                                  AMR CORPORATION
                  1994 DIRECTORS STOCK INCENTIVE PLAN, AS AMENDED
                              (Full title of the 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, address and telephone number of agent for service)

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



                          CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
                                               Proposed                
                                 Proposed      maximum                 
Title of                         maximum       aggregate    Amount of   
securities to    Amount to be    offering      offering     registration
be registered    registered      price unit    price        fee         
- -------------    ------------    ----------    ---------    ------------
Common Stock,    50,000(1)       (2)           None (3)     None (3)    
par value
$1.00 per
share
- -------------------------------------------------------------------------------

           (1)  Consists of shares of Common Stock.  The number of shares 
specified in Form S-8 Registration Statement No. 333-13751 shall be adjusted 
by the reason of any subsequent increase or decrease in the number of shares 
of Common Stock occurring at any time due to a stock split, stock dividend, 
recapitalization or other capital adjustments or contribution of capital or 
other assets to the registrant.
                                                                       
           (2)  Not applicable.
                                          
           (3)  No registration fee required.



                                      PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The contents of the Registrant's Registration Statement on Form S-8 
(Registration No. 333-13751), including the portions of Registration 
Statement No. 33-60727 incorporated therein by reference, are hereby 
incorporated by reference in this Registration Statement.

     The following additional information supplements and/or supersedes the 
information appearing in Registration No. 333-13751:

Item 6.    Indemnification of Directors and Officers

     The Delaware General Corporation Law (the "Delaware Law") permits a 
Delaware corporation to include a provision in its Certificate of 
Incorporation, and the Company's Certificate of Incorporation so provides, 
eliminating or limiting the personal liability of a director to a corporation 
or its stockholders for monetary damages for breach of fiduciary duty as 
director, provided that such provision may not eliminate or limit the 
liability of a director (I) for any such of the director's duty of loyalty to 
the corporation or its stockholders, (II) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(III) under Section 174 of the Delaware Law which makes directors personally 
liable for unlawful dividends or unlawful stock repurchases or redemptions or 
(IV) for any transaction from which the director derives an improper personal 
benefit.

     Under Delaware Law and the Company's Certificate of Incorporation, 
directors and officers may be indemnified against expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement in 
connection with any threatened, pending or completed action, suit or 
proceeding whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation (a "derivative action")) 
if they acted in good faith and in a manner they reasonably believed to be in 
or not opposed to the best interest of the Company and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe their 
conduct was unlawful.  In derivative actions, indemnification extends only to 
expenses (including attorneys' fees) incurred in connection with defense or 
settlement of such an action and, in the event such person shall have been 
adjudged to be liable to the corporation, only to the extent that a proper 
court shall have determined that such person is fairly and reasonably 
entitled to indemnity for such expenses.

     The Company's officers and directors are also insured against claims 
arising out of the performance of their duties in the aforementioned 
capacities.

Item 8.    Exhibits



     The following additional exhibit is provided pursuant to Item 8:

                                 INDEX TO EXHIBITS


 Exhibit No.          Description of Exhibit
 -----------          ----------------------

         24.1         Additional Powers of Attorney (filed herewith).



                                     SIGNATURES

     THE REGISTRANT.  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 requirements for filing on Form S-8 and has duly caused 
this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 
333-13751 to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Fort Worth, State of Texas on the 8th day of May, 
1998.

                                       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 dates indicated.

 Signatures                 Title                  Date
 ----------                 -----                  ----

            *               Chairman of the        April 15, 1998
- --------------------------- Board, President and
 Robert L. Crandall         Chief Executive
                            Officer;  (Principal
                            Executive Officer)


            *               Senior Vice President  April 15, 1998
- --------------------------- and Chief Financial
 Gerard J. Arpey            Officer (Principal
                            Financial and
                            Accounting Officer)

            *               Director               April 15, 1998
- --------------------------- 
 David L. Boren

            *               Director               April 15, 1998
- --------------------------- 
 Edward A. Brennan

            *               Director               April 15, 1998
- --------------------------- 
 Armando M. Codina





            *               Director               April 28, 1998
- --------------------------- 
 Charles T. Fisher, III

            *               Director               April 15, 1998
- --------------------------- 
 Earl G. Graves

            *               Director               April 15, 1998
- --------------------------- 
 Dee J. Kelly

            *               Director               April 15, 1998
- --------------------------- 
 Ann D. McLaughlin

            *               Director               April 15, 1998
- --------------------------- 
Charles H. Pistor, Jr.

            *               Director               April 15, 1998
- --------------------------- 
 Joe M. Rodgers                                     

            *               Director               April 15, 1998
- --------------------------- 
 Judith Rodin

            *               Director               April 15, 1998
- --------------------------- 
 Maurice Segall

 * By: /s/ C. D. MarLett
- --------------------------- 
           C. D. MarLett
           Attorney-in-Fact



                                                                     Exhibit 24

                               POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Robert L. Crandall
                                       ----------------------------------------
                                              Robert L. Crandall



Witness:


/s/  Charles D. MarLett
- ----------------------------------
     Charles D. MarLett





                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                       /s/  Gerard J. Arpey
                                       --------------------------------------
                                            Gerard J. Arpey



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th  day of April, 1998.

                                       /s/  David L. Boren
                                       --------------------------------------
                                            David L. Boren



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Edward A. Brennan
                                       --------------------------------------
                                              Edward A. Brennan



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th  day of April, 1998.

                                         /s/  Armando M. Codina
                                       --------------------------------------
                                              Armando M. Codina



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 28th day of April, 1998.

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



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Earl G. Graves
                                       --------------------------------------
                                              Earl G. Graves



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Dee J. Kelly
                                       --------------------------------------
                                              Dee J. Kelly



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Ann D. McLaughlin
                                       --------------------------------------
                                              Ann D. McLaughlin



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

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



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Joe M. Rodgers
                                       --------------------------------------
                                              Joe M. Rodgers



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Judith Rodin
                                       --------------------------------------
                                              Judith Rodin



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett



                                                                     Exhibit 24

                                 POWER OF ATTORNEY

     The person whose signature appears below does hereby make, constitute 
and appoint Anne H. McNamara and Charles D. MarLett and each of them, with 
full power to act without the other, his or her true and lawful 
attorney-in-fact and agent, in his or her name, place and stead to execute on 
his or her behalf, as an officer and/or director of AMR Corporation (the 
"Company"), the Post-Effective Amendment No. 1 to the Form S-8 Registration 
Statement No. 333-13751 of the Company (the "Registration Statement") in 
connection with the Company's 1994 Directors Stock Incentive Plan, As Amended 
and any and all amendments (including post-effective amendments) to the 
Registration Statement, and file the same with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Act"), 
and any and all other instruments which either of said attorneys-in-fact and 
agents deems necessary or advisable to enable the Company to comply with the 
Act, the rules, regulations and requirements of the SEC in respect thereof, 
and the securities or Blue Sky laws of any State or other governmental 
subdivision, giving and granting to each of said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
whatsoever necessary or appropriate to be done in and about the premises as 
fully to all intents as he or she might or could do if personally present at 
the doing thereof, with full power of substitution and resubstitution, hereby 
ratifying and confirming all that his or her said attorneys-in-fact and 
agents or substitutes may or shall lawfully do or cause to be done by virtue 
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand on 
this 15th day of April, 1998.

                                         /s/  Maurice Segall
                                       --------------------------------------
                                              Maurice Segall



Witness:


/s/    Charles D. MarLett
- ------------------------------------
       Charles D. MarLett