AMR CORP
10-Q, 1997-05-12
AIR TRANSPORTATION, SCHEDULED
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<PAGE> 1
                                
                                
                         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 1-8400.



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

        Delaware                            75-1825172
    (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) 963-1234
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 - 91,197,689 as of May 7, 1997




<PAGE> 2
                                 INDEX

                            AMR CORPORATION
                                   
                                   


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

<PAGE> 3
                     PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) (In millions, except per share amounts)
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     March 31,
                                                 1997          1996
<S>                                            <C>           <C>
Revenues
  Airline Group:                                             
    Passenger - American Airlines, Inc.        $3,390        $3,287
                      - AMR Eagle, Inc.           248           267
    Cargo                                         164           163
    Other                                         204           197
                                                4,006         3,914
                                                             
  The SABRE Group                                 440           428
  Management Services Group                       161           157
  Less: Intergroup revenues                      (181)         (191)
      Total operating revenues                  4,426         4,308
                                                             
Expenses
  Wages, salaries and benefits                  1,540         1,487
  Aircraft fuel                                   520           441
  Commissions to agents                           314           315
  Depreciation and amortization                   312           300
  Other rentals and landing fees                  218           216
  Maintenance materials and repairs               195           168
  Food service                                    161           156
  Aircraft rentals                                144           164
  Other operating expenses                        673           660
    Total operating expenses                    4,077         3,907
Operating Income                                  349           401
                                                             
Other Income (Expense)                                       
  Interest income                                  27            16
  Interest expense                               (103)         (146)
  Minority interest                               (12)            -
  Miscellaneous - net                              (4)           (6)
                                                  (92)         (136)
Earnings Before Income Taxes                      257           265
Income tax provision                              105           108
Net Earnings                                   $  152        $  157
                                                             
Earnings Per Common Share                                    
  Primary                                      $ 1.65        $ 2.02
                                                             
  Fully Diluted                                $ 1.65        $ 1.84
                                                             
Number of Shares Used in Computation                         
  Primary                                          92            78
  Fully Diluted                                    92            92
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                         -1-

<PAGE> 4
AMR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions)
<TABLE>
<CAPTION>
                                                March      December
                                                 31,          31,
                                                1997         1996
                                            (Unaudited)    (Note 1)
Assets                                                     
<S>                                           <C>          <C>
Current Assets
  Cash                                        $     89     $     68
  Short-term investments                         1,657        1,743
  Receivables, net                               1,493        1,382
  Inventories, net                                 611          633
  Deferred income taxes                            404          404
  Other current assets                             257          240
    Total current assets                         4,511        4,470
                                                           
Equipment and Property                                     
  Flight equipment, net                          9,055        9,251
  Other equipment and property, net              1,865        1,882
                                                10,920       11,133
Equipment and Property Under Capital Leases                
  Flight equipment, net                          1,978        2,016
  Other equipment and property, net                156          156
                                                 2,134        2,172
                                                           
Route acquisition costs, net                       967          974
Other assets, net                                1,791        1,748
                                              $ 20,323     $ 20,497
                                                           
Liabilities and Stockholders' Equity                       
                                                           
Current Liabilities
  Accounts payable                            $    990     $  1,068
  Accrued liabilities                            1,805        2,055
  Air traffic liability                          2,074        1,889
  Current maturities of long-term debt             296          424
  Current obligations under capital leases         134          130
    Total current liabilities                    5,299        5,566
                                                           
Long-term debt, less current maturities          2,708        2,752
Obligations   under  capital  leases, less
  current obligations                            1,703        1,790
Deferred income taxes                              744          743
Other liabilities, deferred gains, deferred                
  credits and postretirement benefits            4,045        3,978
                                                           
Stockholders' Equity                                       
  Common stock                                      91           91
  Additional paid-in capital                     3,170        3,166
  Retained earnings                              2,563        2,411
                                                 5,824        5,668
                                              $ 20,323     $ 20,497
</TABLE>
The  accompanying  notes  are an integral  part  of  these  financial
statements.

                                         -2-

<PAGE> 5
AMR CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (In millions)
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     March 31,
                                               1997          1996
<S>                                            <C>           <C>
Net Cash Provided by Operating Activities      $  232        $  325
                                                             
Cash Flow from Investing Activities:                         
  Capital expenditures                           (145)         (107)
  Net decrease in short-term investments           86            23
  Proceeds from sale of equipment and property     85            73
     Net cash provided by (used for)           
       investing activities                        26           (11)
                                                             
Cash Flow from Financing Activities:                         
  Payments on long-term debt and
    capital lease obligations                    (240)         (379)
  Other                                             3            21
     Net cash used for financing activities      (237)         (358)
                                                             
Net increase (decrease) in cash                    21           (44)
Cash at beginning of period                        68            82
                                                             
Cash at end of period                          $   89        $   38
                                                             
Cash Payments For:                                           
  Interest                                     $  123        $  138
  Income taxes                                    104           133
</TABLE>                                                     
The  accompanying notes are an integral part of these  financial
   statements.

                                         -3-

<PAGE> 6
AMR CORPORATION
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 AMR Corporation (AMR  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 $6.2 billion and $6.1 billion,
  respectively.   Accumulated amortization of equipment  and  property
  under  capital leases at March 31, 1997 and December 31,  1996,  was
  $1.0 billion and $971 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 operating at the Airport, including
  American Airlines, Inc. (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 AMR.
  
4.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.   To  offset  the
  potential  dilution  from  the exercise of  these  options,  and  as
  previously announced, the Company intends to repurchase in the  open
  market  from  time to time up to 5.75 million shares of  its  common
  stock.

5.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.  Also, in April 1997,  the  Company
  announced  that  AMR Eagle will acquire 12 new ATR  72  (Super  ATR)
  aircraft,  with  deliveries beginning in July  1997  and  continuing
  through  May  1998,  and  will retire its 11  remaining  Shorts  360
  aircraft  by January 1998.  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.

                                         -4-

<PAGE> 7
Item  2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations

Summary  AMR  recorded net earnings for the three months ended  March
31,  1997,  of  $152 million, or $1.65 per common share (primary  and
fully  diluted).  This compares to net earnings of $157  million,  or
$2.02 per common share ($1.84 fully diluted) for the first quarter of
1996.  AMR's operating income decreased 13.0 percent or $52 million.

AMR's  operations  fall within three major lines of  business  -  the
Airline Group, which includes American Airlines, Inc.'s Passenger and
Cargo  Divisions and AMR Eagle, Inc.; The SABRE Group, which includes
AMR's  information  technology  and consulting  businesses;  and  the
Management  Services Group, which includes AMR's airline  management,
aviation services, and investment service activities.

The  following  sections provide a discussion  of  AMR's  results  by
reporting segment, which are described in AMR's Annual Report on Form
10-K for the year ended December 31, 1996.

AIRLINE GROUP
FINANCIAL HIGHLIGHTS
(Unaudited) (Dollars in millions)
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     March 31,
                                                 1997          1996
<S>                                            <C>           <C>
Revenues
  Passenger - American Airlines, Inc.          $3,390        $3,287
                    - AMR Eagle, Inc.             248           267
  Cargo                                           164           163
  Other                                           204           197
                                                4,006         3,914
Expenses                                                     
  Wages, salaries and benefits                  1,334         1,301
  Aircraft fuel                                   520           441
  Commissions to agents                           314           315
  Depreciation and amortization                   262           252
  Other operating expenses                      1,352         1,343
    Total operating expenses                    3,782         3,652
Operating Income                                  224           262
                                                             
Other Income (Expense)                            (80)         (134)
                                                             
Earnings Before Income Taxes                   $  144        $  128
                                                             
Average number of equivalent employees         90,000        89,900
</TABLE>

                                         -5-

<PAGE> 8
Results of Operations (continued)
<TABLE>
<CAPTION>
OPERATING STATISTICS                                         
                                                 Three Months Ended
                                                     March 31,
                                                 1997          1996
<S>                                             <C>          <C>
American Airlines Jet Operations
    Revenue passenger miles (millions)          25,295       24,632
    Available seat miles (millions)             37,520       37,554
    Cargo ton miles (millions)                     480          498
    Passenger load factor                         67.4%        65.6%
    Breakeven load factor                         62.7%        59.8%
    Passenger revenue yield per passenger mile   13.40        13.34
      (cents)
    Passenger revenue per available seat mile     9.04         8.75
      (cents)
    Cargo revenue yield per ton mile (cents)     33.77        32.26
    Operating expenses per available seat mile    9.40         8.97
      (cents)
    Fuel consumption (gallons, in millions)        673          663
    Fuel price per gallon (cents)                 74.7         63.9
    Fuel price per gallon, excluding fuel tax     69.7         59.0
      (cents)
    Operating aircraft at period-end               643          632
                                                             
AMR Eagle, Inc.                                              
    Revenue passenger miles (millions)             602          636
    Available seat miles (millions)              1,043        1,137
    Passenger load factor                         57.7%        56.0%
    Operating aircraft at period-end               205          255


Operating aircraft at March 31, 1997, included:
                                                                
 Jet Aircraft:                        Regional Aircraft:        
Airbus A300-600R             35        ATR 42                     46
Boeing 727-200               81        Super ATR                  33
Boeing 757-200               90        Saab 340B                  90
Boeing 767-200                8        Saab 340B Plus             25
Boeing 767-200 Extended                Shorts 360                 11
 Range                       22
Boeing 767-300 Extended                 Total                    205
 Range                       41
Fokker 100                   75                                  
McDonnell Douglas DC-10-10   11                                  
McDonnell Douglas DC-10-30    5                                  
McDonnell Douglas MD-11      15                                  
McDonnell Douglas MD-80     260                                 
 Total                      643                                 
</TABLE>
87.4%  of  the  jet  aircraft fleet is Stage III, a classification  of
aircraft meeting the most stringent noise standards promulgated by the
Federal Aviation Administration.

Average  aircraft  age is 9 years for jet aircraft  and  4  years  for
regional aircraft.

                                         -6-

<PAGE> 9
Results of Operations (continued)

The  Airline  Group's revenues increased $92 million or 2.4  percent.
American's  passenger   revenues  increased  by  3.1  percent,   $103
million.  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.

The  Airline  Group's operating expenses increased 3.6 percent,  $130
million.   American's Jet Operations cost per ASM  increased  by  4.8
percent   to  9.40  cents.   Wages,  salaries  and  benefits  expense
increased  $33 million, $20 million of which was a charge  associated
with  the 5.75 million stock options granted to American's pilots  at
$10  below  market  value.   Aircraft  fuel  expense  increased  17.9
percent,  $79  million, due to a 16.9 percent increase in  American's
average  price  per  gallon including tax.  Other operating  expenses
increased  by  $9  million,  including  a  $27  million  increase  in
maintenance materials and repairs expense and a $20 million  decrease
in  aircraft  rentals.   The  increase in maintenance  materials  and
repairs  expense is due to additional aircraft check lines  added  at
American's  maintenance  bases as a result of  the  maturing  of  its
fleet.   The  decrease in aircraft rentals is 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  40.3  percent  or  $54  million.
Interest  expense  decreased  $44  million  primarily  due   to   the
retirement of debt prior to scheduled maturity and the conversion  in
May  1996  of  $1.02 billion in convertible subordinated  debentures.
Interest  income  increased approximately $9 million  due  to  higher
investment balances.

                                         -7-

<PAGE> 10
Results of Operations (continued)

THE SABRE GROUP
FINANCIAL HIGHLIGHTS
(Unaudited) (Dollars in millions)
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     March 31,
                                                 1997          1996
<S>                                            <C>           <C>
Revenues                                       $  440        $  428
                                                             
Operating Expenses                                332           312
                                                             
Operating Income                                  108           116
                                                             
Other Income (Expense)                              1            (1)
                                                             
Earnings Before Income Taxes                   $  109        $  115
                                                             
Average number of equivalent employees          8,200         7,900
</TABLE>
Revenues
Revenues  for  The  SABRE Group increased 2.8  percent,  $12  million,
primarily due to growth in booking fees from associates.  This  growth
was  driven  by  an  increase in booking volumes,  both  domestic  and
international,  and  an  overall increase in  the  price  per  booking
charged to associates.

Expenses
Operating  expenses increased 6.4 percent, $20 million, due  primarily
to  increases  in  salaries  and  benefits  and  subscriber  incentive
expenses.  Salaries and benefits increased due to an increase  in  the
average number of equivalent employees necessary to support The  SABRE
Group's  revenue  growth  and  annual  salary  increases.   Subscriber
incentive  expenses increased in order to maintain and grow The  SABRE
Group's travel agency subscriber base.

                                         -8-

<PAGE> 11
Results of Operations (continued)

MANAGEMENT SERVICES GROUP
FINANCIAL HIGHLIGHTS
(Unaudited) (Dollars in millions)
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     March 31,
                                                 1997          1996
<S>                                            <C>           <C>
Revenues                                       $  161        $  157
                                                             
Operating Expenses                                144           134
                                                             
Operating Income                                   17            23
                                                             
Other Income (Expense)                             (1)           (1)
                                                             
Earnings Before Income Taxes                   $   16        $   22
                                                             
Average number of equivalent employees         15,400        13,500
</TABLE>

Revenues
Revenues for the Management Services Group increased 2.5 percent,  or
$4 million.  AMR Services Corporation experienced higher revenue as a
result  of  increased  airline passenger,  ramp  and  cargo  handling
services  provided by its AMR Airline Services division and increased
revenues  provided  by its AMR Distribution Systems  division.   This
increase  was  partially offset by a reduction in fees  for  services
provided   by  Airline  Management  Services  to  Canadian   Airlines
International Limited (Canadian).  In the fourth quarter of 1996, AMR
conceptually  agreed  to  reduce  its  fees  as  part  of  Canadian's
restructuring program.

Expenses
Operating  expenses  increased 7.5 percent, $10 million,  due  to  an
increase in wages, salaries and benefits resulting primarily from  an
increase in the average number of equivalent employees.


LIQUIDITY AND CAPITAL RESOURCES

Net  cash provided by operating activities in the three month  period
ended  March 31, 1997, was $232 million, compared to $325 million  in
1996.  The $93 million decrease resulted primarily from increased tax
and profit sharing payments in the first quarter of 1997 compared  to
the  same period in 1996.  Capital expenditures for the first quarter
of  1997 were $145 million.  These capital expenditures were financed
with  internally generated cash.  Proceeds from the sale of equipment
and  property  of  $85  million include proceeds  received  upon  the
delivery  of  one of American's McDonnell Douglas MD-11  aircraft  to
Federal  Express  Corporation in accordance with the  1995  agreement
between the two parties.

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.  Also, in April 1997, the Company  announced
that  AMR Eagle will acquire 12 new ATR 72 (Super ATR) aircraft, with
deliveries  beginning in July 1997 and continuing through  May  1998,
and will retire its 11 remaining Shorts 360 aircraft by January 1998.
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.

                                         -9-

<PAGE> 12
                      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.

                                         -10-


<PAGE> 13
                                PART II

Item 6.  Exhibits and Reports on Form 8-K

The following exhibits are included herein:

11                             Computation of earnings per share.

27                             Financial Data Schedule.

On  January  15, 1997, AMR filed a report on Form 8-K relative  to  a
press release announcing the Company's fourth quarter 1996 earnings.

On  January 21, 1997, AMR filed a report on Form 8-K relative to  the
Company's negotiations with the Allied Pilots Association.

On  February  6,  1997, AMR filed a report on Form  8-K  relative  to
American's   drawing   under  its  credit  facility   agreement   and
negotiation of an additional credit facility agreement.

On  March  3,  1997, AMR filed a report on Form 8-K relative  to  the
Company's negotiations with the Allied Pilots Association.

On  April  16, 1997, AMR filed a report on Form 8-K relative  to  the
Company's negotiations with the Allied Pilots Association and a press
release announcing the Company's first quarter 1997 earnings.

                                         -11-

<PAGE> 14









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.


                               AMR CORPORATION




Date:  May 12, 1997            BY: /s/  Gerard J. Arpey
                               Gerard J. Arpey
                               Senior Vice President and Chief
                               Financial Officer







                                         -12-


<PAGE> 15
EXHIBIT 11

                            AMR CORPORATION
                   Computation of Earnings Per Share
                (In millions, except per share amounts)


<TABLE>
<CAPTION>
                                                Three Months Ended
                                                March 31,
                                                1997         1996
<S>                                             <C>          <C>
Primary:
 Earnings applicable to common shares           $  152       $  157
                                                             
 Average shares outstanding                         91           77
 Add shares issued upon assumed conversion of                
   dilutive options, stock appreciation rights               
   and warrants and shares assumed issued for           
   deferred stock granted                            3            3
 Less assumed treasury shares purchased             (2)          (2)
                                                             
 Total primary shares                               92           78
 Primary earnings per share                     $ 1.65       $ 2.02
                                                             
Fully diluted:                                               
 Earnings applicable to common shares           $  152       $  157
 Adjustments:                                                
      Add interest upon assumed conversion                   
        of 6.125% convertible subordinated                   
        debentures, net of tax                       -           11
      Add dividends upon assumed conversion
        of convertible preferred stock               -            1
 Earnings, as adjusted                          $  152       $  169
                                                             
 Average shares outstanding                         91           77
 Add shares issued upon:                                     
      Assumed conversion of 6.125%                           
        convertible subordinated debentures          -           13
      Assumed conversion of preferred stock          -            1
      Assumed conversion of dilutive options,                
        stock appreciation rights and warrants               
        and shares assumed issued for                        
        deferred stock granted                       3            3
 Less assumed treasury shares purchased             (2)          (2)
                                                             
 Total fully diluted shares                         92           92
 Fully diluted earnings per share              $  1.65       $ 1.84
                                                             
</TABLE>


                                         -13-


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000006201
<NAME> AMR CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                              89
<SECURITIES>                                     1,657
<RECEIVABLES>                                    1,512
<ALLOWANCES>                                        19
<INVENTORY>                                        611
<CURRENT-ASSETS>                                 4,511
<PP&E>                                          20,301
<DEPRECIATION>                                   7,247
<TOTAL-ASSETS>                                  20,323
<CURRENT-LIABILITIES>                            5,299
<BONDS>                                          4,411
                                0
                                          0
<COMMON>                                         3,261
<OTHER-SE>                                       2,563
<TOTAL-LIABILITY-AND-EQUITY>                    20,323
<SALES>                                              0
<TOTAL-REVENUES>                                 4,426
<CGS>                                                0
<TOTAL-COSTS>                                    4,077
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 103
<INCOME-PRETAX>                                    257
<INCOME-TAX>                                       105
<INCOME-CONTINUING>                                152
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       152
<EPS-PRIMARY>                                     1.65
<EPS-DILUTED>                                     1.65
        

</TABLE>


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