<PAGE>   1

      As filed with the Securities and Exchange Commission on June 29, 1995

                                                Registration No. 33-____________
================================================================================

                       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 Worth Airport, Texas  75261-9616
         -------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                AMR Corporation
                      1994 Directors Stock Incentive Plan
                      -----------------------------------
                            (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 of agent for service)

                                   Copies to:

                              John C. Dickey, Esq.
                           Ronquillo & DeWolf, L.L.P.
                           750 N. St. Paul, Suite 990
                              Dallas, Texas  75201
                                 (214) 871-9266

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================================================
Title of Each Class                                   Proposed Maximum         Proposed Maximum                              
of Securities to be                                   Offering Price           Aggregate Offering      Amount of Registration
Registered                Amount to be Registered     per Share (1)            Price (1)               Fee                         
- -----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>                      <C>                     <C>
Common Stock, par                                                                                                      
value $1.00 per           
share                     50,000                      $      73.5625           $    3,678,125.00       $       1,268.33
=============================================================================================================================
</TABLE>

(1)      Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) based upon the average of the high and low
prices of AMR Corporation Common Stock on June 28, 1995, as reported in a
summary of composite transactions for securities listed on the New York Stock
Exchange.

================================================================================

<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10[A] PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*





____________________________________

*        Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10[a] of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement:

                 (a)      The Registrant's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994, filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

                 (b)      All other reports filed by the Registrant pursuant to
         Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
         year covered by the Registrant document referred to in (a) above;

                 (c)      The description of the Common Stock contained in Item
         4 of the Registrant's Registration Statement on Form 8-B, filed under
         the Exchange Act on September 29, 1982; and

                 (d)      The description of the Junior Participating Preferred
         Stock set forth in Item 1 of the Registrant's Registration Statement
         on Form 8-A, filed under the Exchange Act on February 19, 1986.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
document.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Anne H. McNamara has rendered an opinion as to the legality of the
Common Stock registered pursuant to this Registration Statement.  Mrs. McNamara
is the Senior Vice President and General Counsel of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:

         Section  145.  Indemnification of officers, directors, employees and
         agents; insurance




                                     II-1
<PAGE>   4
         A.      A corporation may indemnify any person who was or is a party
         or is threatened to be made a party to 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) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or proceeding,
         had no reasonable cause to believe his conduct was unlawful.  The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable
         cause to believe that his conduct was unlawful.

         B.      A corporation may indemnify any person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that he is or
         was a director, officer, employee or agent of the corporation, or is
         or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         with the defense or settlement of such action or suit if he acted in
         good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery
         or the court in which such action or suit was brought shall determine
         upon application that, despite the adjudication of liability but in
         view of all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which the Court of
         Chancery or such other court shall deem proper.

         C.      To the extent that a director, officer, employee or agent of a
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in subsections (a) and
         (b) of this section, or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.





                                      II-2
<PAGE>   5
         D.      Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section.  Such
         determination shall be made (1) by the board of directors by a
         majority vote of a quorum consisting of directors who were not parties
         to such action, suit or proceeding, or (2) if such a quorum is not
         obtainable, or, even if obtainable a quorum of disinterested directors
         so directs, by independent legal counsel in a written opinion, or (3)
         by the stockholders.

         E.      Expenses (including attorneys' fees) incurred by an officer or
         director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the
         corporation in advance of the final disposition of such action, suit
         or proceeding upon receipt of an undertaking by or on behalf of such
         director or officer to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the
         corporation as authorized in this section.  Such expenses (including
         attorneys' fees) incurred by other employees and agents may be so paid
         upon such terms and conditions, if any, as the board of directors
         deems appropriate.

         F.      The indemnification and advancement of expenses provided by,
         or granted pursuant to, the other subsections of this section shall
         not be deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         bylaw, agreement, vote or stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office.

         G.      A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent
         of another corporation, partnership, joint venture, trust or other
         enterprise against liability asserted against him and incurred by him
         in any such capacity or arising out of his status as such, whether or
         not the corporation would have the power to indemnify him against such
         liability under this section.

         H.      For purposes of this section, references to "the corporation"
         shall include, in addition to the resulting corporation, any
         constituent corporation (including any constituent of a constituent)
         absorbed in a consolidation or merger which, if its separate existence
         had continued, would have had power and authority to indemnify its
         directors, officers and employees or agents, so that any person who is
         or was a director, officer, employee or agent of such constituent
         corporation, or is or was serving at the request of such constituent
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture,





                                      II-3
<PAGE>   6
         trust or other enterprise, shall stand in the same position under this
         section with respect to the resulting or surviving corporation as he
         would have with respect to such constituent corporation if its
         separate existence had continued.

         I.      For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan; and references to "serving at
         the request of the corporation" shall include any service as a
         director, officer, employee or agent of the corporation which imposes
         duties on, or involves services by, such director, officer, employee,
         or agent with respect to an employee benefit plan, its participants or
         beneficiaries; and a person who acted in good faith and in a manner he
         reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan shall be deemed to have
         acted in a manner "not opposed to the best interests of the
         corporation" as referred to in this section.

         J.      The indemnification and advancement of expenses provided by,
         or granted pursuant to, this section shall, unless otherwise provided
         when authorized or ratified, continue as to a person who has ceased to
         be a director, officer, employee or agent and shall inure to the
         benefit of the heirs, executors and administrators of such a person.

         Article VII of the Company's By-Laws provides in regard to
indemnification of directors and officers as follows:

         Section 1. Nature of Indemnity.  The corporation shall indemnify any
         person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action, suit or proceeding,
         whether civil, criminal, administrative or investigative by reason of
         the fact that he is or was or has agreed to become a director or
         officer of the corporation, or is or was serving or has agreed to
         serve at the request of the corporation as a director or officer of
         another corporation, partnership, joint venture, trust or other
         enterprise, or by reason of any action alleged to have been taken or
         omitted in such capacity, and may indemnify any person who was or is a
         party or is threatened to be made a party to such an action by reason
         of the fact that he is or was or has agreed to become an employee or
         agent of the corporation, or is or was serving or has agreed to serve
         at the request of the corporation as an employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         against expenses (including attorneys' fees), judgments, fines and
         amounts paid in settlement actually and reasonably incurred by him or
         on his behalf in connection with such action, suit or proceeding and
         any appeal therefrom, if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the corporation, and, with respect to any criminal action or
         proceeding had no reasonable cause to believe his conduct was
         unlawful; except that in the case of an action or suit by or in the
         right of the corporation to procure a judgment in its favor (1) such
         indemnification shall





                                      II-4
<PAGE>   7
         be limited to expenses (including attorneys' fees) actually and
         reasonably incurred by such person in the defense or settlement of
         such action or suit, and (2) no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the Delaware Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Delaware Court of
         Chancery or such other court shall deem proper.

         The termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolocontendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable
         cause to believe that his conduct was unlawful.

         Section 2.       Successful Defense.  To the extent that a director,
         officer, employee or agent of the corporation has been successful on
         the merits or otherwise in defense of any action, suit or proceeding
         referred to in Section 1 hereof or in defense of any claim, issue or
         matter therein, he shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

         Section 3.       Determination That Indemnification Is Proper.  Any
         indemnification of a director or officer of the corporation under
         Section 1 hereof (unless ordered by a court) shall be made by the
         corporation unless a determination is made that indemnification of the
         director or officer is not proper in the circumstances because he has
         not met the applicable standard of conduct set forth in Section 1
         hereof.  Any indemnification of an employee or agent of the
         corporation under Section 1 hereof (unless ordered by a court) may be
         made by the corporation upon a determination that indemnification of
         the employee or agent is proper in the circumstances because he has
         met the applicable standard of conduct set forth in Section 1 hereof.
         Any such determination shall be made (1) by a majority vote of the
         directors who are not parties to such action, suit or proceeding, even
         though less than a quorum, or (2) if there are no such directors, or
         if such directors so direct, by independent legal counsel in a written
         opinion, or (3) by the stockholders.

         Section 4.       Advance Payment of Expenses.  Expenses (including
         attorneys' fees) incurred by a director or officer in defending any
         civil, criminal, administrative or investigative action, suit or
         proceeding shall be paid by the corporation in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of the director or officer to repay such
         amount if it shall ultimately be determined that he is not entitled





                                      II-5
<PAGE>   8
         to be indemnified by the corporation as authorized in this Article.
         Such expenses (including attorneys' fees) incurred by other employees
         and agents may be so paid upon such terms and conditions, if any, as
         the board of directors deems appropriate.  The board of directors may
         authorize the corporation's counsel to represent a director, officer,
         employee or agent in any action, suit or proceeding, whether or not
         the corporation is a party to such action, suit or proceeding.

         Section 5.       Procedure for Indemnification of Directors or
         Officers.  Any indemnification of a director or officer of the
         corporation under Sections 1 and 2, or advance of costs, charges and
         expenses of a director or officer under Section 4 of this Article,
         shall be made promptly, and in any event within 60 days, upon the
         written request of the director or officer.  If the corporation fails
         to respond within 60 days, then the request for indemnification shall
         be deemed to be approved.  The right to indemnification or advances as
         granted by this Article shall be enforceable by the director or
         officer in any court of competent jurisdiction if the corporation
         denies such request, in whole or in part.  Such person's costs and
         expenses incurred in connection with successfully establishing his
         right to indemnification, in whole or in part, in any such action
         shall also be indemnified by the corporation.  It shall be a defense
         to any such action (other than an action brought to enforce a claim
         for the advance of costs, charges and expenses under Section 4 of this
         Article where the required undertaking, if any, has been received by
         the corporation) that the claimant has not met the standard of conduct
         set forth in Section 1 of this Article, but the burden of proving such
         defense shall be on the corporation.  Neither the failure of the
         corporation (including its board of directors, its independent legal
         counsel, and its stockholders) to have made a determination prior to
         the commencement of such action that indemnification of the claimant
         is proper in the circumstances because he has met the applicable
         standard of conduct set forth in Section 1 of this Article, nor the
         fact that there has been an actual determination by the corporation
         (including its board of directors, its independent legal counsel, and
         its stockholders) that the claimant has not met such applicable
         standard of conduct, shall be a defense to the action or create a
         presumption that the claimant has not met the applicable standard of
         conduct.

         Section 6.       Survival; Preservation of Other Rights.  The
         foregoing indemnification provisions shall be deemed to be a contract
         between the corporation and each director, officer, employee and agent
         who serves in such capacity at any time while these provisions as well
         as the relevant provisions of the Delaware Corporation Law are in
         effect and any repeal or modification thereof shall not affect any
         right or obligation then existing with respect to any state of facts
         then or previously existing or any action, suit, or proceeding
         previously or thereafter brought or threatened based in whole





                                      II-6
<PAGE>   9
         or in part upon any such state of facts.  Such a "contract right" may
         not be modified retroactively without the consent of such director,
         officer, employee or agent.

         The indemnification provided by this Article VII shall not be deemed
         exclusive of any other rights to which those indemnified may be
         entitled under any bylaw, agreement, vote of stockholders or
         disinterested directors or otherwise, both as to action in his
         official capacity and as to action in another capacity while holding
         such office, and shall continue as to a person who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

         Section 7.       Insurance.       The corporation shall purchase and
         maintain insurance on behalf of any person who is or was or has agreed
         to become a director or officer of the corporation, or is or was
         serving at the request of the corporation as director or officer of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him or on his behalf in any such capacity, or arising out of his
         status as such, whether or not the corporation would have the power to
         indemnify him against such liability under the provisions of this
         Article,provided that such insurance is available on acceptable terms,
         which determination shall be made by a vote of a majority of the
         entire board of directors.

         Section 8.       Savings Clause.  If this article or any portion
         hereof shall be invalidated on any ground by any court of competent
         jurisdiction, then the corporation shall nevertheless indemnify each
         director or officer and may indemnify each employee or agent of the
         corporation as to costs, charges and expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement with respect to
         any action, suit or proceeding, whether civil, criminal,
         administrative or investigative, including an action by or in the
         right of the corporation, to the full extent permitted by any
         applicable portion of this Article that shall not have been
         invalidated and to the full extent permitted by applicable law.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:

         (b)     In addition to the matters required to be set forth in the
         certificate of incorporation by subsection (a) of this section, the
         certificate of incorporation may also contain any or all of the
         following matters:

                                    * * * *

         (7)     A provision eliminating or limiting the personal liability of
         a director to the corporation or its stockholders for monetary damages
         for breach of fiduciary duty as a director, provided that such
         provision shall not eliminate or limit the liability of a director:
         (i) For any breach of the





                                      II-7
<PAGE>   10
         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 the law; (iii) under
         Section  174 of this title; or (iv) for any transaction from which the
         director derived an improper personal benefit.  No such provision
         shall eliminate or limit the liability of a director for any act or
         omission occurring prior to the date when such provision becomes
         effective.  All references in this paragraph to a director shall also
         be deemed to refer to a member of the governing body of a corporation
         which is not authorized to issue capital stock, and to such other
         person or persons, if any, who, pursuant to a provision in both
         registration statements of the certificate of incorporation in
         accordance with Section 141 of this title, exercise or perform any of
         the powers or duties otherwise conferred or imposed upon the board of
         directors by this title.

         Article Ninth of the Company's Certificate of Incorporation provides
in regard to the limitation of liability of directors as follows:

         NINTH:  No director of the corporation shall be liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the corporation or its
         shareholders, (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 General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are attached to this Registration Statement:

<TABLE>
<CAPTION>
         Exhibit                                 
         No.              Description of Document
         ---              -----------------------
         <S>              <C>
         4(a)             Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) to
                          the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).

         4(b)             By-Laws of the Registrant (filed herewith).
</TABLE>





                                      II-8
<PAGE>   11
<TABLE>
         <S>              <C>
         4(c)             AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference as Exhibit A of
                          the May 1994 Proxy Statement).

         4(d)             Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights
                          Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the
                          Registrant's Registration Statement on Form 8-A dated February 19, 1986).

         5                Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant as to
                          legality.

         23(a)            Consent of Ernst & Young (filed herewith).

         23(b)            Consent of Anne H. McNamara (included in Exhibit 5).

         24               Powers of Attorney (filed herewith).
</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)     Rule 415 offering.

         The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:

         (i)     To include any prospectus required by section 10(a)(3) of the
                 Securities Act of 1933 (the "Securities Act");

        (ii)     To reflect in the prospectus any facts or events arising after
                 the effective date of this Registration Statement (or the most
                 recent post-effective amendment thereof) which, individually
                 or in the aggregate, represent a fundamental change in the
                 information set forth in this Registration Statement;

       (iii)     To include any material information with respect to the plan
                 of distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the





                                      II-9
<PAGE>   12
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)     Filings incorporating subsequent Exchange Act documents by
                 reference.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (h)     Acceleration of Effectiveness.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.





                                     II-10
<PAGE>   13
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, AMR
Corporation certifies that it has reasonable grounds to believe that it meets
all of the applicable 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
27th day of June, 1995.

                          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.

<TABLE>
<CAPTION>
Signatures                            Title                            
- ----------                            -----                            
<S>                           <C>                                       <C>                                        
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)      ) 
                                                                     ) 
                                                                     ) 
HOWARD P. ALLEN             )                                        )  
                            )                                        )                                             
DAVID L. BOREN              )                                        )                                             
                            )                                        )                                             
EDWARD A. BRENNAN           )                                        )                                             
                            )                                        )  By /s/ Charles D. MarLett
ARMANDO M. CODINA           )                                        )     -------------------------
                            )                                        )         Charles D. MarLett
CHRISTOPHER F. EDLEY        )                                        )          Attorney-In-Fact                                    
                            )                                        ) 
CHARLES T. FISHER, III      ) Directors                              )  Date:  June 27, 1995
                            )                                        )
EARL G. GRAVES              )                                        )  
                            )                                        )
DEE J. KELLY                )                                        )
                            )                                        )
ANN D. McLAUGHLIN           )                                        )
                            )                                        )
CHARLES H. PISTOR, JR.      )                                        )
                            )                                        )
JOE M. RODGERS              )                                        )
                            )                                        )
MAURICE SEGALL              )                                        )
                            )                                        )
EUGENE F. WILLIAMS, JR.     )                                        )
</TABLE>
<PAGE>   14
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                                       Sequential
Number           Description of Exhibit                                                                       Page No.
- ------           ----------------------                                                                       --------
<S>              <C>                                                                                          <C>
4(a)             Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit
                 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December
                 31, 1988).

4(b)             By-Laws of the Registrant (filed herewith).

4(c)             AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference to Exhibit A of
                 the May 1994 Proxy Statement).

4(d)             Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights
                 Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the
                 Registrant's Registration Statement on Form 8-A dated February 19, 1986).

5                Opinion of Anne H. McNamara,
                 Senior Vice President and General
                 Counsel of the Registrant
                 (filed herewith).

23(a)            Consent of Ernst & Young
                 (filed herewith).

23(b)            Consent of Anne H. McNamara
                 (included in Exhibit 5).

24               Powers of Attorney
                 (filed herewith).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 42045}]
{"company-data": {"conformed-name": "AMR CORP", "cik": "0000006201", "assigned-sic": "4512", "irs-number": "751825172", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60727", "film-number": "95551128"}, "business-address": {"street1": "4333 AMON CARTER BLVD", "city": "FORT WORTH", "state": "TX", "zip": "76155", "phone": "8179314796"}, "mail-address": {"street1": "P O BOX 619616 MD 5509", "street2": "P O BOX 619616 MD 5509", "city": "DALLAS FORT WORTH AI", "state": "TX", "zip": "75261-9616"}}
1

      As filed with the Securities and Exchange Commission on June 29, 1995

                                                Registration No. 33-____________
================================================================================

                       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 Worth Airport, Texas  75261-9616
         -------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                AMR Corporation
                      1994 Directors Stock Incentive Plan
                      -----------------------------------
                            (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 of agent for service)

                                   Copies to:

                              John C. Dickey, Esq.
                           Ronquillo & DeWolf, L.L.P.
                           750 N. St. Paul, Suite 990
                              Dallas, Texas  75201
                                 (214) 871-9266

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title of Each Class                                   Proposed Maximum         Proposed Maximum                              
of Securities to be                                   Offering Price           Aggregate Offering      Amount of Registration
Registered                Amount to be Registered     per Share (1)            Price (1)               Fee                         
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                                      
value $1.00 per           
share                     50,000                      $      73.5625           $    3,678,125.00       $       1,268.33
=============================================================================================================================
(1)      Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) based upon the average of the high and low
prices of AMR Corporation Common Stock on June 28, 1995, as reported in a
summary of composite transactions for securities listed on the New York Stock
Exchange.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10[A] PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

____________________________________

*        Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10[a] of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement:

                 (a)      The Registrant's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994, filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

                 (b)      All other reports filed by the Registrant pursuant to
         Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
         year covered by the Registrant document referred to in (a) above;

                 (c)      The description of the Common Stock contained in Item
         4 of the Registrant's Registration Statement on Form 8-B, filed under
         the Exchange Act on September 29, 1982; and

                 (d)      The description of the Junior Participating Preferred
         Stock set forth in Item 1 of the Registrant's Registration Statement
         on Form 8-A, filed under the Exchange Act on February 19, 1986.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
document.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Anne H. McNamara has rendered an opinion as to the legality of the
Common Stock registered pursuant to this Registration Statement.  Mrs. McNamara
is the Senior Vice President and General Counsel of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:

         Section  145.  Indemnification of officers, directors, employees and
         agents; insurance

                                     II-1
4
         A.      A corporation may indemnify any person who was or is a party
         or is threatened to be made a party to 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) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or proceeding,
         had no reasonable cause to believe his conduct was unlawful.  The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable
         cause to believe that his conduct was unlawful.

         B.      A corporation may indemnify any person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that he is or
         was a director, officer, employee or agent of the corporation, or is
         or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         with the defense or settlement of such action or suit if he acted in
         good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery
         or the court in which such action or suit was brought shall determine
         upon application that, despite the adjudication of liability but in
         view of all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such expenses which the Court of
         Chancery or such other court shall deem proper.

         C.      To the extent that a director, officer, employee or agent of a
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in subsections (a) and
         (b) of this section, or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

                                      II-2
5
         D.      Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section.  Such
         determination shall be made (1) by the board of directors by a
         majority vote of a quorum consisting of directors who were not parties
         to such action, suit or proceeding, or (2) if such a quorum is not
         obtainable, or, even if obtainable a quorum of disinterested directors
         so directs, by independent legal counsel in a written opinion, or (3)
         by the stockholders.

         E.      Expenses (including attorneys' fees) incurred by an officer or
         director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the
         corporation in advance of the final disposition of such action, suit
         or proceeding upon receipt of an undertaking by or on behalf of such
         director or officer to repay such amount if it shall ultimately be
         determined that he is not entitled to be indemnified by the
         corporation as authorized in this section.  Such expenses (including
         attorneys' fees) incurred by other employees and agents may be so paid
         upon such terms and conditions, if any, as the board of directors
         deems appropriate.

         F.      The indemnification and advancement of expenses provided by,
         or granted pursuant to, the other subsections of this section shall
         not be deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         bylaw, agreement, vote or stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office.

         G.      A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent
         of another corporation, partnership, joint venture, trust or other
         enterprise against liability asserted against him and incurred by him
         in any such capacity or arising out of his status as such, whether or
         not the corporation would have the power to indemnify him against such
         liability under this section.

         H.      For purposes of this section, references to "the corporation"
         shall include, in addition to the resulting corporation, any
         constituent corporation (including any constituent of a constituent)
         absorbed in a consolidation or merger which, if its separate existence
         had continued, would have had power and authority to indemnify its
         directors, officers and employees or agents, so that any person who is
         or was a director, officer, employee or agent of such constituent
         corporation, or is or was serving at the request of such constituent
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture,

                                      II-3
6
         trust or other enterprise, shall stand in the same position under this
         section with respect to the resulting or surviving corporation as he
         would have with respect to such constituent corporation if its
         separate existence had continued.

         I.      For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan; and references to "serving at
         the request of the corporation" shall include any service as a
         director, officer, employee or agent of the corporation which imposes
         duties on, or involves services by, such director, officer, employee,
         or agent with respect to an employee benefit plan, its participants or
         beneficiaries; and a person who acted in good faith and in a manner he
         reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan shall be deemed to have
         acted in a manner "not opposed to the best interests of the
         corporation" as referred to in this section.

         J.      The indemnification and advancement of expenses provided by,
         or granted pursuant to, this section shall, unless otherwise provided
         when authorized or ratified, continue as to a person who has ceased to
         be a director, officer, employee or agent and shall inure to the
         benefit of the heirs, executors and administrators of such a person.

         Article VII of the Company's By-Laws provides in regard to
indemnification of directors and officers as follows:

         Section 1. Nature of Indemnity.  The corporation shall indemnify any
         person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action, suit or proceeding,
         whether civil, criminal, administrative or investigative by reason of
         the fact that he is or was or has agreed to become a director or
         officer of the corporation, or is or was serving or has agreed to
         serve at the request of the corporation as a director or officer of
         another corporation, partnership, joint venture, trust or other
         enterprise, or by reason of any action alleged to have been taken or
         omitted in such capacity, and may indemnify any person who was or is a
         party or is threatened to be made a party to such an action by reason
         of the fact that he is or was or has agreed to become an employee or
         agent of the corporation, or is or was serving or has agreed to serve
         at the request of the corporation as an employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         against expenses (including attorneys' fees), judgments, fines and
         amounts paid in settlement actually and reasonably incurred by him or
         on his behalf in connection with such action, suit or proceeding and
         any appeal therefrom, if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the corporation, and, with respect to any criminal action or
         proceeding had no reasonable cause to believe his conduct was
         unlawful; except that in the case of an action or suit by or in the
         right of the corporation to procure a judgment in its favor (1) such
         indemnification shall

                                      II-4
7
         be limited to expenses (including attorneys' fees) actually and
         reasonably incurred by such person in the defense or settlement of
         such action or suit, and (2) no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the Delaware Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Delaware Court of
         Chancery or such other court shall deem proper.

         The termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolocontendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable
         cause to believe that his conduct was unlawful.

         Section 2.       Successful Defense.  To the extent that a director,
         officer, employee or agent of the corporation has been successful on
         the merits or otherwise in defense of any action, suit or proceeding
         referred to in Section 1 hereof or in defense of any claim, issue or
         matter therein, he shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

         Section 3.       Determination That Indemnification Is Proper.  Any
         indemnification of a director or officer of the corporation under
         Section 1 hereof (unless ordered by a court) shall be made by the
         corporation unless a determination is made that indemnification of the
         director or officer is not proper in the circumstances because he has
         not met the applicable standard of conduct set forth in Section 1
         hereof.  Any indemnification of an employee or agent of the
         corporation under Section 1 hereof (unless ordered by a court) may be
         made by the corporation upon a determination that indemnification of
         the employee or agent is proper in the circumstances because he has
         met the applicable standard of conduct set forth in Section 1 hereof.
         Any such determination shall be made (1) by a majority vote of the
         directors who are not parties to such action, suit or proceeding, even
         though less than a quorum, or (2) if there are no such directors, or
         if such directors so direct, by independent legal counsel in a written
         opinion, or (3) by the stockholders.

         Section 4.       Advance Payment of Expenses.  Expenses (including
         attorneys' fees) incurred by a director or officer in defending any
         civil, criminal, administrative or investigative action, suit or
         proceeding shall be paid by the corporation in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of the director or officer to repay such
         amount if it shall ultimately be determined that he is not entitled

                                      II-5
8
         to be indemnified by the corporation as authorized in this Article.
         Such expenses (including attorneys' fees) incurred by other employees
         and agents may be so paid upon such terms and conditions, if any, as
         the board of directors deems appropriate.  The board of directors may
         authorize the corporation's counsel to represent a director, officer,
         employee or agent in any action, suit or proceeding, whether or not
         the corporation is a party to such action, suit or proceeding.

         Section 5.       Procedure for Indemnification of Directors or
         Officers.  Any indemnification of a director or officer of the
         corporation under Sections 1 and 2, or advance of costs, charges and
         expenses of a director or officer under Section 4 of this Article,
         shall be made promptly, and in any event within 60 days, upon the
         written request of the director or officer.  If the corporation fails
         to respond within 60 days, then the request for indemnification shall
         be deemed to be approved.  The right to indemnification or advances as
         granted by this Article shall be enforceable by the director or
         officer in any court of competent jurisdiction if the corporation
         denies such request, in whole or in part.  Such person's costs and
         expenses incurred in connection with successfully establishing his
         right to indemnification, in whole or in part, in any such action
         shall also be indemnified by the corporation.  It shall be a defense
         to any such action (other than an action brought to enforce a claim
         for the advance of costs, charges and expenses under Section 4 of this
         Article where the required undertaking, if any, has been received by
         the corporation) that the claimant has not met the standard of conduct
         set forth in Section 1 of this Article, but the burden of proving such
         defense shall be on the corporation.  Neither the failure of the
         corporation (including its board of directors, its independent legal
         counsel, and its stockholders) to have made a determination prior to
         the commencement of such action that indemnification of the claimant
         is proper in the circumstances because he has met the applicable
         standard of conduct set forth in Section 1 of this Article, nor the
         fact that there has been an actual determination by the corporation
         (including its board of directors, its independent legal counsel, and
         its stockholders) that the claimant has not met such applicable
         standard of conduct, shall be a defense to the action or create a
         presumption that the claimant has not met the applicable standard of
         conduct.

         Section 6.       Survival; Preservation of Other Rights.  The
         foregoing indemnification provisions shall be deemed to be a contract
         between the corporation and each director, officer, employee and agent
         who serves in such capacity at any time while these provisions as well
         as the relevant provisions of the Delaware Corporation Law are in
         effect and any repeal or modification thereof shall not affect any
         right or obligation then existing with respect to any state of facts
         then or previously existing or any action, suit, or proceeding
         previously or thereafter brought or threatened based in whole

                                      II-6
9
         or in part upon any such state of facts.  Such a "contract right" may
         not be modified retroactively without the consent of such director,
         officer, employee or agent.

         The indemnification provided by this Article VII shall not be deemed
         exclusive of any other rights to which those indemnified may be
         entitled under any bylaw, agreement, vote of stockholders or
         disinterested directors or otherwise, both as to action in his
         official capacity and as to action in another capacity while holding
         such office, and shall continue as to a person who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

         Section 7.       Insurance.       The corporation shall purchase and
         maintain insurance on behalf of any person who is or was or has agreed
         to become a director or officer of the corporation, or is or was
         serving at the request of the corporation as director or officer of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him or on his behalf in any such capacity, or arising out of his
         status as such, whether or not the corporation would have the power to
         indemnify him against such liability under the provisions of this
         Article,provided that such insurance is available on acceptable terms,
         which determination shall be made by a vote of a majority of the
         entire board of directors.

         Section 8.       Savings Clause.  If this article or any portion
         hereof shall be invalidated on any ground by any court of competent
         jurisdiction, then the corporation shall nevertheless indemnify each
         director or officer and may indemnify each employee or agent of the
         corporation as to costs, charges and expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement with respect to
         any action, suit or proceeding, whether civil, criminal,
         administrative or investigative, including an action by or in the
         right of the corporation, to the full extent permitted by any
         applicable portion of this Article that shall not have been
         invalidated and to the full extent permitted by applicable law.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation of liability of directors and officers as
follows:

         (b)     In addition to the matters required to be set forth in the
         certificate of incorporation by subsection (a) of this section, the
         certificate of incorporation may also contain any or all of the
         following matters:

                                    * * * *

         (7)     A provision eliminating or limiting the personal liability of
         a director to the corporation or its stockholders for monetary damages
         for breach of fiduciary duty as a director, provided that such
         provision shall not eliminate or limit the liability of a director:
         (i) For any breach of the

                                      II-7
10
         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 the law; (iii) under
         Section  174 of this title; or (iv) for any transaction from which the
         director derived an improper personal benefit.  No such provision
         shall eliminate or limit the liability of a director for any act or
         omission occurring prior to the date when such provision becomes
         effective.  All references in this paragraph to a director shall also
         be deemed to refer to a member of the governing body of a corporation
         which is not authorized to issue capital stock, and to such other
         person or persons, if any, who, pursuant to a provision in both
         registration statements of the certificate of incorporation in
         accordance with Section 141 of this title, exercise or perform any of
         the powers or duties otherwise conferred or imposed upon the board of
         directors by this title.

         Article Ninth of the Company's Certificate of Incorporation provides
in regard to the limitation of liability of directors as follows:

         NINTH:  No director of the corporation shall be liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director, except for liability (i) for any breach
         of the director's duty of loyalty to the corporation or its
         shareholders, (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 General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are attached to this Registration Statement:
Exhibit                                 
         No.              Description of Document
         ---              -----------------------
4(a)             Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(a) to
                          the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988).

         4(b)             By-Laws of the Registrant (filed herewith).
II-8
11
4(c)             AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference as Exhibit A of
                          the May 1994 Proxy Statement).

         4(d)             Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights
                          Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the
                          Registrant's Registration Statement on Form 8-A dated February 19, 1986).

         5                Opinion of Anne H. McNamara, Senior Vice President and General Counsel of the Registrant as to
                          legality.

         23(a)            Consent of Ernst & Young (filed herewith).

         23(b)            Consent of Anne H. McNamara (included in Exhibit 5).

         24               Powers of Attorney (filed herewith).
ITEM 9.  UNDERTAKINGS.

         (a)     Rule 415 offering.

         The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:

         (i)     To include any prospectus required by section 10(a)(3) of the
                 Securities Act of 1933 (the "Securities Act");

        (ii)     To reflect in the prospectus any facts or events arising after
                 the effective date of this Registration Statement (or the most
                 recent post-effective amendment thereof) which, individually
                 or in the aggregate, represent a fundamental change in the
                 information set forth in this Registration Statement;

       (iii)     To include any material information with respect to the plan
                 of distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the

                                      II-9
12
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)     Filings incorporating subsequent Exchange Act documents by
                 reference.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (h)     Acceleration of Effectiveness.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-10
13
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, AMR
Corporation certifies that it has reasonable grounds to believe that it meets
all of the applicable 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
27th day of June, 1995.

                          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)      ) 
                                                                     ) 
                                                                     ) 
HOWARD P. ALLEN             )                                        )  
                            )                                        )                                             
DAVID L. BOREN              )                                        )                                             
                            )                                        )                                             
EDWARD A. BRENNAN           )                                        )                                             
                            )                                        )  By /s/ Charles D. MarLett
ARMANDO M. CODINA           )                                        )     -------------------------
                            )                                        )         Charles D. MarLett
CHRISTOPHER F. EDLEY        )                                        )          Attorney-In-Fact                                    
                            )                                        ) 
CHARLES T. FISHER, III      ) Directors                              )  Date:  June 27, 1995
                            )                                        )
EARL G. GRAVES              )                                        )  
                            )                                        )
DEE J. KELLY                )                                        )
                            )                                        )
ANN D. McLAUGHLIN           )                                        )
                            )                                        )
CHARLES H. PISTOR, JR.      )                                        )
                            )                                        )
JOE M. RODGERS              )                                        )
                            )                                        )
MAURICE SEGALL              )                                        )
                            )                                        )
EUGENE F. WILLIAMS, JR.     )                                        )
14
                                 EXHIBIT INDEX
Exhibit                                                                                                       Sequential
Number           Description of Exhibit                                                                       Page No.
- ------           ----------------------                                                                       --------
4(a)             Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit
                 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December
                 31, 1988).

4(b)             By-Laws of the Registrant (filed herewith).

4(c)             AMR Corporation 1994 Directors Stock Incentive Plan (incorporated by reference to Exhibit A of
                 the May 1994 Proxy Statement).

4(d)             Rights Agreement between the Registrant J. Henry Schroder Bank and Trust Company, as Rights
                 Agent, dated as of February 13, 1986 (incorporated by reference to Exhibit 1 to the
                 Registrant's Registration Statement on Form 8-A dated February 19, 1986).

5                Opinion of Anne H. McNamara,
                 Senior Vice President and General
                 Counsel of the Registrant
                 (filed herewith).

23(a)            Consent of Ernst & Young
                 (filed herewith).

23(b)            Consent of Anne H. McNamara
                 (included in Exhibit 5).

24               Powers of Attorney
                 (filed herewith).