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As filed with the Securities and Exchange Commission on
October 9, 1996
Registration No. 333-_________________
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.
P.O. Box 619616, Dallas/Fort 75261-9616
Worth Airport, Texas (Address of (Zip Code)
Principal Executive Offices)
AMR CORPORATION
1994 Directors Stock Incentive Plan, As Amended
(Full Title of the Plan)
Anne H. McNamara
Senior Vice President and General Counsel
AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616
(Name and Address of Agent for Service)
(817) 963-1234
(Telephone number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registrati
be Registered Registered Offering Aggregate on
Price Per Offering Fee
Share (1) Price (1)
Common Stock,
par value 50,000 $82.31 $4,115,500 $1,286
$1.00 per
share
(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457 (h) based upon the average ofthe high and
low prices of AMR Corporation Common Stock on October 7,1996, as
reported in a summary of composite transactions for securities
listed on the New York Stock Exchange
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This Registration Statement is being filed to register
additional shares of the Common Stock, par value $1.00 per
share, of AMR Corporation (the "Company") issuable pursuant
to the AMR Corporation 1994 Directors Stock Incentive Plan,
as amended (the "Plan"). The contents of the Company's
earlier Registration Statement (Registration No. 33-60727)
relating to shares issuable pursuant to the Plan are hereby
incorporated by reference.
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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 requirements 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 8th day of October, 1996.
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 below by
the following persons in the capacities and on the dates
indicated.
Signatures Title
ROBERT L. CRANDALL Chairman of the Board,
President and Chief Executive
Officer; Director (Principal
Executive Officer)
GERARD J. ARPEY Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
DAVID L. BOREN
EDWARD A. BRENNAN
ARMANDO M. CODINA
CHRISTOPHER F. EDLEY
CHARLES T. FISHER By: /s/Charles D. MarLett
Charles D. MarLett
EARL G. GRAVES Directors Attorney-in-Fact
Date: October 2, 1996
DEE J. KELLY
ANN D. McLAUGHLIN
CHARLES H. PISTOR, JR.
JOE M. RODGERS
MAURICE SEGALL
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page
No.
4 AMR Corporation 1994
Directors Stock Incentive Plan,
as amended (incorporated by
reference to Exhibit A to Registrant's
Proxy Statement dated March 29, 1996)
5 Opinion of Anne H. McNamara,
Senior Vice President and General
Counsel of the Registrant 5
23(a) Consent of Ernst & Young LLP 6
23(b) Consent of Anne H. McNamara
(included in Exhibit 5)
24 Powers of Attorney (incorporated by
reference to Exhibit 24 to Registrant's
Registration Statement on Form S-8
(Registration No. 33-60727) Filed
June 29, 1995)
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Exhibit 5
October 8, 1996
AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616
Registration Statement on Form S-8 pertaining to
AMR Corporation 1994 Directors Stock Incentive Plan, As
Amended
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of AMR
Corporation, a Delaware corporation (the "Company") , 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 an additional 50,000 shares (the
"Shares") of the Company's Common Stock, par value $1.00 per
share, to be awarded under the AMR Corporation 1994
Directors Stock Incentive Plan, as amended (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
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Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1994
Directors Stock Incentive Plan, As Amended, of AMR
Corporation of our report dated January 15, 1996, with
respect to the consolidated financial statements and
schedule of AMR Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
October 1, 1996