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                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM 10-Q



[x]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1997.


[  ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition Period From                      to
 .


Commission file number 1-2691.



                    American Airlines, Inc.
     (Exact name of registrant as specified in its charter)

        Delaware                            13-1502798
    (State or other                      (I.R.S. Employer
      jurisdiction                      Identification No.)
   of incorporation or
     organization)
                                   
 4333 Amon Carter Blvd.                          
   Fort Worth, Texas                           76155
 (Address of principal                      (Zip Code)
   executive offices)
                                   
Registrant's telephone number,   (817) 963-1236
including area code             
                                   
                                   
                         Not Applicable
(Former name, former address and former fiscal year , if changed
                       since last report)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes x      No        .
                                
                                
                                

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.


Common Stock, $1 par value - 1,000 shares as of May 8, 1997

The registrant meets the conditions set forth in, and is filing
this form with the reduced disclosure format prescribed by,
General Instructions H(1)(a) and H(1)(b) of Form 10-Q.


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                                 INDEX

                        AMERICAN AIRLINES, INC.
                                   
                                   


PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated  Statement of Operations -- Three months  ended  March
  31, 1997 and 1996
  
  Condensed Consolidated Balance Sheet -- March 31, 1997 and December
  31, 1996
  
  Condensed  Consolidated Statement of Cash  Flows  --  Three  months
  ended March 31, 1997 and 1996
  
  Notes  to Condensed Consolidated Financial Statements -- March  31,
  1997

Item  2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations


PART II:  OTHER INFORMATION


Item 1.  Legal Proceedings

Item 6.  Exhibits and Reports on Form 8-K


SIGNATURE

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                    PART 1:  FINANCIAL INFORMATION
                                   
Item 1.  Financial Statements

AMERICAN AIRLINES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) (In millions)
Three Months Ended March 31, 1997 1996 Revenues Passenger $3,390 $3,287 Cargo 162 160 Other 198 192 Total operating revenues 3,750 3,639 Expenses Wages, salaries and benefits 1,270 1,234 Aircraft fuel 503 424 Commissions to agents 298 296 Depreciation and amortization 241 231 Other rentals and landing fees 190 183 Maintenance materials and repairs 162 134 Food service 160 154 Aircraft rentals 132 148 Other operating expenses 595 595 Total operating expenses 3,551 3,399 Operating Income 199 240 Other Income (Expense) Interest income 7 6 Interest expense (74) (114) Miscellaneous - net (4) (2) (71) (110) Income From Continuing Operations Before Income Taxes 128 130 Income tax provision 54 55 Income From Continuing Operations 74 75 Income From Discontinued Operations (less applicable income taxes) - 75 Net Earnings $ 74 $ 150
The accompanying notes are an integral part of these financial statements. -1- 4 AMERICAN AIRLINES, INC. CONDENSED CONSOLIDATED BALANCE SHEET (In millions)
March 31, December 31, 1997 1996 (Unaudited) (Note 1) Assets Current Assets Cash $ 70 $ 37 Short-term investments 1,179 1,312 Receivables, net 1,170 1,087 Inventories, net 541 559 Other current assets 564 549 Total current assets 3,524 3,544 Equipment and Property Flight equipment, net 8,361 8,545 Other equipment and property, net 1,234 1,240 9,595 9,785 Equipment and Property Under Capital Leases Flight equipment, net 1,691 1,724 Other equipment and property, net 92 92 1,783 1,816 Route acquisition costs, net 967 974 Other assets, net 1,456 1,443 $ 17,325 $17,562 Liabilities and Stockholder's Equity Current Liabilities Accounts payable $ 851 $ 914 Payables to affiliates 1,298 1,410 Accrued liabilities 1,494 1,738 Air traffic liability 2,074 1,889 Current maturities of long-term debt 22 22 Current obligations under capital leases 112 109 Total current liabilities 5,851 6,082 Long-term debt, less current maturities 976 983 Long-term debt due to Parent 68 118 Obligations under capital leases, less current obligations 1,437 1,520 Deferred income taxes 696 680 Other liabilities, deferred gains, deferred credits and postretirement benefits 3,695 3,651 Stockholder's Equity Common stock - - Additional paid-in capital 1,717 1,717 Retained earnings 2,885 2,811 4,602 4,528 $ 17,325 $17,562
The accompanying notes are an integral part of these financial statements. -2- 5 AMERICAN AIRLINES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions)
Three Months Ended March 31, 1997 1996 Net Cash Provided by Operating Activities $ 125 $ 296 Cash Flow from Investing Activities: Capital expenditures (79) (94) Net decrease in short-term investments 133 25 Proceeds from sale of equipment and property 89 73 Net cash provided by investing activities 143 4 Cash Flow from Financing Activities: Payments on long-term debt and capital lease obligations (73) (207) Funds transferred to affiliates, net (162) (132) Net cash used for financing activities (235) (339) Net increase (decrease) in cash 33 (39) Cash at beginning of period 37 70 Cash at end of period $ 70 $ 31 Cash Payments For: Interest $ 96 $ 114 Income taxes 102 133
The accompanying notes are an integral part of these financial statements. -3- 6 AMERICAN AIRLINES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1.The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Results of operations for the periods presented herein are not necessarily indicative of results of operations for the entire year. The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the American Airlines, Inc. (American or the Company) Annual Report on Form 10-K for the year ended December 31, 1996. 2.Accumulated depreciation of owned equipment and property at March 31, 1997 and December 31, 1996, was $5.2 billion and $5.1 billion, respectively. Accumulated amortization of equipment and property under capital leases at March 31, 1997 and December 31, 1996, was $825 million and $792 million, respectively. 3.As discussed in the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, the Miami International Airport Authority is currently remediating various environmental conditions at Miami International Airport (Airport) and funding the remediation costs through landing fee revenues. Future costs of the remediation effort may be borne by carriers currently operating at the Airport, including American, through increased landing fees. The ultimate resolution of this matter is not expected to have a significant impact on the financial position or liquidity of American. 4.On July 2, 1996, AMR Corporation (AMR) , the parent company of American, completed the reorganization of its information technology businesses known as The SABRE Group into a separate, wholly-owned subsidiary of AMR known as The SABRE Group Holdings, Inc. and its direct and indirect subsidiaries (the "Reorganization"). Prior to the Reorganization, most of The SABRE Group's business units were divisions of American. As part of the Reorganization, all of the businesses of The SABRE Group, including American's SABRE Travel Information Network, SABRE Computer Services, SABRE Development Services, and SABRE Interactive divisions (collectively, the Information Services Group), and certain buildings, equipment, and American's leasehold interest in certain other buildings used by The SABRE Group were combined in subsidiaries of American, which were then dividended to AMR. The results of operations of the Information Services Group have been reflected in the consolidated statement of operations as income from discontinued operations for the three months ended March 31, 1996. The amounts shown are net of income taxes of $45 million for the three months ended March 31, 1996. Revenues from the operations of the Information Services Group were $386 million for the three months ended March 31, 1996. 5.On May 5, 1997, the members of the Allied Pilots Association ratified a new labor agreement that was reached with American in March 1997. The new contract becomes amendable August 31, 2001. Among other provisions, the agreement granted pilots options to buy 5.75 million shares of AMR stock at $83.375, $10 less than the average fair market value of the stock on the date of grant, May 5, 1997. The options are immediately exercisable. -4- 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6.On May 7, 1997, American confirmed the structure of its aircraft acquisition arrangement with Boeing announced in November 1996. The arrangement includes firm orders for 75 Boeing 737s, 12 Boeing 757s and four Boeing 767-300ERs, with deliveries commencing in 1998 and continuing through 2004. The arrangement also contemplates the purchase of Boeing 777 aircraft, although the Company has not yet decided which of the 777 variants it will order. In addition to the firm order, American has obtained "purchase rights" for additional aircraft. Subject to the availability of delivery positions, some of which are guaranteed, American will have the right to acquire, at specified prices, new standard-body aircraft with as little as 15 months prior notice; wide-bodied acquisitions will require 18 months notice. Excluding the acquisition of the Boeing 777 aircraft, payments for the new firm-order aircraft will approximate $550 million in 1997, $800 million in 1998, $900 million in 1999, and $1.7 billion in 2000 and thereafter. -5- 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations As discussed in Note 4, as of July 2, 1996, AMR completed the reorganization of The SABRE Group (the "Reorganization"). Thus, the results of operations of American's Information Services Group have been reflected in the consolidated statement of operations as income from discontinued operations for the three months ended March 31, 1996. Following the Reorganization, American operates in only one business segment, and, as such, the discussion below relates only to the operations of what was formerly American's Airline Group. American recorded income from continuing operations for the first three months of 1997 of $74 million. This compares to income from continuing operations of $75 million for the same period last year. American's operating income was $199 million for the first three months of 1997 compared to $240 million for the first three months of 1996. American's passenger revenues increased by 3.1 percent, $103 million, during the first three months of 1997 versus the same period last year. American's yield (the average amount one passenger pays to fly one mile) of 13.40 cents increased by 0.4 percent compared to the same period in 1996. Domestic yields increased 0.4 percent from first quarter 1996, while international yields were flat. American's traffic or revenue passenger miles (RPMs) increased 2.7 percent to 25.3 billion miles for the quarter ended March 31, 1997. American's capacity or available seat miles (ASMs) of 37.5 billion miles for the first quarter of 1997 were comparable to the same period in 1996. American's domestic traffic increased 2.9 percent on capacity increases of 0.5 percent and international traffic grew 2.3 percent on capacity decreases of 1.5 percent. The increase in international traffic was driven by a 9.3 percent increase in traffic to Latin America on capacity growth of 2.0 percent, partially offset by a 3.7 percent decrease in traffic to Europe on a capacity decrease of 4.8 percent. American's operating expenses increased 4.5 percent, $152 million. American's Jet Operations cost per ASM increased by 4.8 percent to 9.40 cents. Wages, salaries and benefits expense increased $36 million, $20 million of which was a charge associated with the 5.75 million AMR stock options granted to American's pilots at $10 below market value. Aircraft fuel expense increased 18.6 percent, $79 million, due to a 16.9 percent increase in American's average price per gallon including tax. Maintenance materials and repairs expense increased 20.9 percent, $28 million, due to additional aircraft check lines added at American's maintenance bases as a result of the maturing of its fleet. Aircraft rentals decreased 10.8 percent, $16 million, as a result of American's decision to prepay the cancelable operating leases it had on 12 of its Boeing 767-300 aircraft during June and July 1996. Following the prepayments, these aircraft have been accounted for as capital leases and the related costs included in amortization expense. Other Income (Expense) decreased 35.5 percent or $39 million. Interest expense decreased $40 million due primarily to the decline in the balance of American's intercompany subordinated note with AMR and the retirement of debt prior to scheduled maturity. -6- 9 PART II: OTHER INFORMATION Item 1. Legal Proceedings In January 1985, American announced a new fare category, the "Ultimate SuperSaver," a discount, advance purchase fare that carried a 25 percent penalty upon cancellation. On December 30, 1985, a class action lawsuit was filed in Circuit Court, Cook County, Illinois entitled Johnson vs. American Airlines, Inc. The Johnson plaintiffs allege that the 10 percent federal excise transportation tax should be excluded from the "fare" upon which the 25 percent penalty is assessed. The case has not been certified as a class action. Summary judgment was granted in favor of American but subsequently reversed and vacated by the Illinois Appellate Court. American believes the matter is without merit and is vigorously defending the lawsuit. American has been sued in two class action cases that have been consolidated in the Circuit Court of Cook County, Illinois, in connection with certain changes made to American's AAdvantage frequent flyer program in May 1988. (Wolens et al v. American Airlines, Inc., No. 88 CH 7554, and Tucker v. American Airlines, Inc., No. 89 CH 199.) In both cases, the plaintiffs seek to represent all persons who joined the AAdvantage program before May 1988. Although the complaint originally involved numerous claims, after a January 18, 1995 preemption ruling by the U.S. Supreme Court, only the plaintiffs' breach of contract claim remains. Currently, the plaintiffs allege that in May 1988, American implemented changes that limited the number of seats available to participants traveling on certain awards and established blackout dates during which no AAdvantage seats would be available for certain awards and that these changes breached American's contracts with AAdvantage members. The case has not been certified as a class action. Although the case has been pending for numerous years, it still is in a preliminary stage. American believes the matter is without merit and is vigorously defending it. Plaintiffs seek money damages for the alleged breach and attorneys' fees. In December 1993, American announced that the number of miles required to claim a certain travel award under American's AAdvantage frequent flyer program would be increased effective February 1, 1995. On February 1, 1995, a class action lawsuit entitled Gutterman vs. American Airlines, Inc., was filed in the Circuit Court of Cook County, Illinois. The Gutterman plaintiffs claim that this increase in mileage level violated the terms and conditions of the agreement between American and AAdvantage members. On February 9, 1995, a virtually identical class action lawsuit entitled Benway vs. American Airlines, Inc., was filed in District Court, Dallas County, Texas. After limited discovery and prior to class certification, a summary judgment dismissing the Benway case was entered by the Dallas County court in July 1995. Although American's motion to dismiss the Gutterman lawsuit was denied, American's motion for summary judgment is still pending. No class has been certified in the Gutterman lawsuit and to date only very limited discovery has been undertaken. American believes the Gutterman complaint is without merit and is vigorously defending the lawsuit. On February 10, 1995, American capped travel agency commissions for one-way and round-trip domestic tickets at $25 and $50, respectively. Immediately thereafter, numerous travel agencies, and two travel agency trade association groups, filed class action lawsuits against American and other major air carriers (Continental, Delta, Northwest, United, USAir and TWA) that had independently imposed similar limits on travel agency commissions. The suits were transferred to the United States District Court for the District of Minnesota, and consolidated as a multi-district litigation captioned In Re: Airline Travel Agency Commission Antitrust Litigation. On September 3, 1996, American reached a tentative settlement with plaintiffs whereby American agreed, inter alia, to pay $21.3 million in exchange for a release from all claims. The court entered a final judgment approving the settlement on February 7, 1997. -7- 10 PART II Item 6. Exhibits and Reports on Form 8-K The following exhibits are included herein: 27 Financial Data Schedule. On January 21, 1997, American filed a report on Form 8-K relative to the Company's negotiations with the Allied Pilots Association. On February 6, 1997, American filed a report on Form 8-K relative to its drawing under its credit facility agreement and negotiation of an additional credit facility agreement. On March 3, 1997, American filed a report on Form 8-K relative to the Company's negotiations with the Allied Pilots Association. On April 17, 1997, American filed a report on Form 8-K relative to the Company's negotiations with the Allied Pilots Association. -8- 11 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN AIRLINES, INC. Date: May 12, 1997 BY: /s/ Gerard J. Arpey Gerard J. Arpey Senior Vice President - Finance and Planning and Chief Financial Officer -9-
 

5 0000004515 AMERICAN AIRLINES, INC. 1,000,000 3-MOS DEC-31-1997 MAR-31-1997 70 1,179 1,176 6 541 3,524 17,446 6,068 17,325 5,851 2,481 0 0 1,717 2,885 17,325 0 3,750 0 3,551 0 0 74 128 54 74 0 0 0 74 0 0