AMR CORP
8-A12B/A, 1994-09-20
AIR TRANSPORTATION, SCHEDULED
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                                AMR CORPORATION                    
             (Exact name of registrant as specified in its charter)




<TABLE>
<S>                                                                                  <C>
                Delaware                                                                 75-1825172     
- - - -----------------------------------------                                            -------------------
(State of incorporation or organization)                                             (I.R.S. Employer
                                                                                     Identification No.)
</TABLE>



<TABLE>
<S>                                                                                  <C>
             P.O. Box 619616                                                           
        Dallas/Fort Worth Airport,
                 Texas                                                               75261-9616
- - - -----------------------------------------                                            ----------
(Address of principal executive offices)                                             (Zip Code)
</TABLE>


       Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
         Title of each class                                            Name of each exchange on which
          to be registered                                              each class is to be registered      
- - - ----------------------------------------                               ---------------------------------
<S>                                                                    <C>
______% Convertible Subordinated Quarterly                             New York Stock Exchange
         Income Capital Securities
         Due August 1, 2024
</TABLE>


       Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
<PAGE>   2





Item 1.  Description of Registrant's Securities to be Registered.

                 The security to be registered is a new issue of debentures of
the registrant designated as ___________% Convertible Subordinated Quarterly
Income Capital Securities Due August 1, 2024 (the "Debentures").  There is
incorporated herein by reference the description of the provisions of the
Debentures which is set forth under the heading "Description of Debentures" at
pages 19 through 30 of the Preliminary Prospectus, dated August 23, 1994,
included in the registrant's Registration Statement on Form S-4 (Registration
Statement No. 33-55191).

Item 2.  Exhibits.

         Form of Indenture, dated as of __________________, 1994, between the
registrant and The First National Bank of Chicago, as Trustee, including form
of Debenture attached as Exhibit A thereto (incorporated by reference to
Exhibit 4(k) to the registrant's Registration Statement on Form S-4
(Registration Statement No. 33-55191)).





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<PAGE>   3





                                   SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                                                   AMR CORPORATION



                                                   By:/s/ Charles D. MarLett
                                                      Charles D. MarLett
                                                      Corporate Secretary


Dated:  September 20, 1994





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