<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
                   1988 Long Term Incentive Plan, As Amended
                   -----------------------------------------
                            (Full title of the plan)

                                Anne H. McNamara
                   Senior Vice President and General Counsel
                                AMR Corporation
                                P.O. Box 616916
                  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                     2,700,000                       $73.5625                  $198,618,750.00         $68,489.70
==================================================================================================================================
</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
                           REGISTRATION OF ADDITIONAL
                        SECURITIES OF THE SAME CLASS AS
                   OTHER SECURITIES FOR WHICH A REGISTRATION
                       STATEMENT ON FORM S-8 RELATING TO
                     AN EMPLOYEE BENEFIT PLAN IS EFFECTIVE




         The contents of the earlier Registration Statement, No. 33-27866 filed
         March 31, 1989 on Form S-8, by AMR Corporation, are incorporated by
         reference.
<PAGE>   3
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


         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
<PAGE>   4
         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.

         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
<PAGE>   5
         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, 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
<PAGE>   6
         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 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 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.

         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
<PAGE>   7
         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 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

<PAGE>   8
         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 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:
<PAGE>   9
                                    * * * *

         (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 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 8.  EXHIBITS.

         The following exhibits are attached to this Registration Statement:

<TABLE>
<CAPTION>
         Exhibit                                 
         No.              Description of Document
         ------           -----------------------
         <S>              <C>
         4(b)             By-Laws of the Company (filed herewith)

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

         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>
<PAGE>   10
                                   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>   11
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                             Sequential
Number                    Description of Exhibit                    Page No.
- ------                    ----------------------                    --------
<S>              <C>
4(b)             By-Laws of the Company (filed herewith)

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

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": 34425}]
{"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": "033-60725", "film-number": "95551125"}, "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
                   1988 Long Term Incentive Plan, As Amended
                   -----------------------------------------
                            (Full title of the plan)

                                Anne H. McNamara
                   Senior Vice President and General Counsel
                                AMR Corporation
                                P.O. Box 616916
                  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                     2,700,000                       $73.5625                  $198,618,750.00         $68,489.70
==================================================================================================================================
(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
                           REGISTRATION OF ADDITIONAL
                        SECURITIES OF THE SAME CLASS AS
                   OTHER SECURITIES FOR WHICH A REGISTRATION
                       STATEMENT ON FORM S-8 RELATING TO
                     AN EMPLOYEE BENEFIT PLAN IS EFFECTIVE

         The contents of the earlier Registration Statement, No. 33-27866 filed
         March 31, 1989 on Form S-8, by AMR Corporation, are incorporated by
         reference.
3
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

         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
4
         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.

         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
5
         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, 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
6
         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 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 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.

         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
7
         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 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
8
         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 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:
9
                                    * * * *

         (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 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 8.  EXHIBITS.

         The following exhibits are attached to this Registration Statement:
Exhibit                                 
         No.              Description of Document
         ------           -----------------------
4(b)             By-Laws of the Company (filed herewith)

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

         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).
10
                                   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.     )                                        )
11
                                 EXHIBIT INDEX
Exhibit                                                             Sequential
Number                    Description of Exhibit                    Page No.
- ------                    ----------------------                    --------
4(b)             By-Laws of the Company (filed herewith)

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

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).