<PAGE>

       As filed with the Securities and Exchange Commission on January 6, 1997
                                               Registration No. 333-
-------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       --------

                                       Form S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                       --------

                                   AMR CORPORATION
                (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                 75-1825172
       (State or Other Jurisdiction                    (I.R.S. Employer
            of Incorporation)                        Identification No.)

                              4333 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                      (Address of  Principal Executive Offices)

                                    AMR CORPORATION
                               PILOTS STOCK OPTION PLAN
                                 (Full Title of Plan)
                                       --------

                                Anne H. McNamara, Esq.
                       Senior Vice President and General Counsel
                                   AMR Corporation
                              4333 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                                    (817) 963-1234
                 (Name and Address including Zip Code, and Telephone
                  Number, including Area Code, of Agent for Service)

                           CALCULATION OF REGISTRATION FEE
<TABLE>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
                                             Proposed
Title of Securities           Amount          Maximum            Proposed          Amount of
      to be                    to be     Offering Price per  Maximum Aggregate    Registration
   Registered              Registered(1)      Share(2)      Offering Price (1)(2)    Fee(2)
----------------------------------------------------------------------------------------------
<S>                      <C>             <C>                <C>                   <C>
Common Stock, par
 value $1.00 per share   5,750,000 shares      $86.44           $497,030,000        $150,615
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>

(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may be issuable by reason of operation of anti-dilution
         provisions of the Pilots Stock Option Plan described herein.

(2)      Calculated pursuant to Rule 457(h), based on the average of the high
         and low prices of AMR Corporation Common Stock on January 3, 1997,
         as reported in a summary of composite transactions for securities
         listed on the New York Stock Exchange.

<PAGE>

                                       PART I

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    * Information required by Part 1 to be contained in the Section 10(a)
    prospectus is omitted from the registration statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
    1 of Form S-8.

                                       PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement.

         (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
    ended December 31, 1995 filed with the Commission pursuant to Section 13(a)
    or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act").

         (2)  The Registrant's Quarterly Report on Form 10-Q, as amended by the
    Registrant's Amendment to Quarterly Report on Form 10-Q/A, for the quarter
    ended March 31, 1996 filed with the  Commission pursuant to Section 13(a)
    or 15(d) of the Exchange Act.

         (3)  The Registrant's Current Report on Form 8-K filed with the
    Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on April
    17, 1996.

         (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter
    ended June 30, 1996 filed with the Commission pursuant to Section 13(a) or
    15(d) of the Exchange Act.

         (5)  The Registrant's Current Report on Form 8-K filed with the
    Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on July
    8, 1996.

         (6)  The Registrant's Quarterly Report on Form 10-Q for the quarter
    ended September 30, 1996 filed with the Commission pursuant to Section
    13(a) or 15(d) of the Exchange Act.

         (7)  The description of the Registrant's Common Stock contained in the
    Registrant's Registration Statement on Form 8-B, as filed with the
    Commission on September 29, 1982.

    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 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 documents.

                                     2

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than action by or in the right of
the corporation) in which such person is involved because such person is a
director or officer of the corporation, if such person acted in good faith and
in a manner that such person 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 that such person's conduct was
unlawful.  No indemnification shall be made to an officer or director or other
qualified individual if such person shall have been adjudged to be liable to the
corporation unless such person acted in good faith and in a manner that such
person reasonably believed to be in or not opposed to the best interest of the
corporation and only to the extent the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought, determines that
despite the adjudication of liability such person is fairly and reasonably
entitled to such indemnification.  If such person is successful on the merits or
otherwise in defense of any action, then Section 145 provides that such person
shall be indemnified against expenses including attorneys' fees actually and
reasonably incurred by that person in connection therewith.  Section 102(b)(7)
of the DGCL provides that the liability of a director may not be limited or
eliminated for the breach of such director's duty of loyalty to the corporation
or its stockholders, for such director's intentional acts or omissions not in
good faith, for such director's concurrence in or vote for an unlawful payment
of a dividend or unlawful stock purchase or redemption or for any improper
personal benefit derived by the director from any transaction.

    The Registrant's Bylaws provide that the Registrant will 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 Registrant, or is or
was serving or has agreed to serve at the request of the Registrant 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.  The Registrant's Bylaws further provide that the
Registrant 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, by reason of the fact
that he is or was or has agreed to become an employee or agent of the
Registrant, or is or was serving or has agreed to serve at the request of the
Registrant as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

    The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom.  However, such indemnification will only be provided if the
indemnitee acted in good faith and in a manner he  reasonably believed to be in
or not opposed to the best interests of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  Notwithstanding the preceding two sentences, in the case of an
action or suit by or in the right of the Registrant to procure a judgment in its
favor (a) the indemnification referred to in this paragraph will 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 (b)

                                     3

<PAGE>

no indemnification will be made in respect of any claim, issue or matter as to
which such person will have been adjudged to be liable to the Registrant unless,
and only to the extent that, the Delaware Court of Chancery or the court in
which such action or suit was brought determines 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 deems proper.  To the
extent that a director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, he will be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.  Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding will
be paid by the Registrant 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 is ultimately determined that he
is not entitled to be indemnified by the Registrant.  Such expenses 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 indemnification described in the preceding two paragraphs will 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 or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

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

ITEM 8.  EXHIBITS.

4.1   AMR Corporation Pilots Stock Option Plan

5.1   Opinion of Anne H. McNamara, Senior Vice President and General Counsel of
      the Registrant.

23.1  Consent of Ernst & Young LLP.

23.2  Consent of Anne H. McNamara (included as part of Exhibit 5.1)

24.1  Powers of Attorney

ITEM 9.  UNDERTAKINGS.

    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;

                                     4

<PAGE>

         (ii) To reflect in the prospectus any facts or events arising after
              the effective date of the 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 (1)(i) and
    (1)(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 with or furnished to the Securities and Exchange Commission
    by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in this
    registration statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the 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.

    The undersigned Registrant hereby undertakes that, for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                                     5



<PAGE>
                                       
                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirement 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 
3rd day of January, 1997.

                                  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 by the following persons in the 
capacities and on the date indicated.


       Signatures                        Title                        Date
       ----------                        -----                        ----

           *                    Chairman of the Board,           January 3, 1997
------------------------        President and Chief
ROBERT L. CRANDALL              Executive Officer (Principle
                                Executive Officer)

           *                    Senior Vice President and        January 3, 1997
------------------------        Chief Financial Officer   
GERARD J. ARPEY                 (Principal Financial and  
                                Accounting Officer)

           *                    Director                         January 3, 1997
------------------------        
DAVID L. BOREN

           *                    Director                         January 3, 1997
------------------------        
EDWARD A. BRENNAN

           *                    Director                         January 3, 1997
------------------------        
ARMANDO M. CODINA

           *                    Director                         January 3, 1997
------------------------        
CHRISTOPHER F. EDLEY

           *                    Director                         January 3, 1997
------------------------        
CHARLES T. FISHER, III

           *                    Director                         January 3, 1997
------------------------        
EARL G. GRAVES


                                       6
<PAGE>

           *                    Director                         January 3, 1997
------------------------        
DEE J. KELLY

           *                    Director                         January 3, 1997
------------------------        
ANN D. McLAUGHLIN

           *                    Director                         January 3, 1997
------------------------        
CHARLES H. PISTOR, JR.

           *                    Director                         January 3, 1997
------------------------        
JOE M. RODGERS

           *                    Director                         January 3, 1997
------------------------        
MAURICE SEGALL



*By: /s/ CHARLES D. MARLETT
    -----------------------
      Charles D. MarLett
      Attorney-in-Fact



                                       7
<PAGE>
                                       
                                  EXHIBIT INDEX

                                                                   Sequentially
Exhibit Number        Description of Exhibit                       Numbered Page
--------------        ----------------------                       -------------

     4.1              AMR Corporation Pilots Stock Option Plan           9

     5.1              Opinion of  Anne H. McNamara, Senior
                      Vice President and General Counsel of 
                      the Registrant                                    15

    23.1              Consent of Ernst & Young LLP                      16

    23.2              Consent of Anne H. McNamara
                      (included in Exhibit 5.1)

    24.1              Powers of Attorney                                17
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21820}]
{"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": "333-19325", "film-number": "97501673"}, "business-address": {"street1": "4333 AMON CARTER BLVD", "city": "FORT WORTH", "state": "TX", "zip": "76155", "phone": "8179631234"}, "mail-address": {"street1": "4333 AMON CARTER BLVD", "city": "FORT WORTH", "state": "TX", "zip": "75261-9616"}}
As filed with the Securities and Exchange Commission on January 6, 1997
                                               Registration No. 333-
-------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       --------

                                       Form S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                       --------

                                   AMR CORPORATION
                (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                 75-1825172
       (State or Other Jurisdiction                    (I.R.S. Employer
            of Incorporation)                        Identification No.)

                              4333 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                      (Address of  Principal Executive Offices)

                                    AMR CORPORATION
                               PILOTS STOCK OPTION PLAN
                                 (Full Title of Plan)
                                       --------

                                Anne H. McNamara, Esq.
                       Senior Vice President and General Counsel
                                   AMR Corporation
                              4333 Amon Carter Boulevard
                               Fort Worth, Texas 76155
                                    (817) 963-1234
                 (Name and Address including Zip Code, and Telephone
                  Number, including Area Code, of Agent for Service)

                           CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
                                             Proposed
Title of Securities           Amount          Maximum            Proposed          Amount of
      to be                    to be     Offering Price per  Maximum Aggregate    Registration
   Registered              Registered(1)      Share(2)      Offering Price (1)(2)    Fee(2)
----------------------------------------------------------------------------------------------
Common Stock, par
 value $1.00 per share   5,750,000 shares      $86.44           $497,030,000        $150,615
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may be issuable by reason of operation of anti-dilution
         provisions of the Pilots Stock Option Plan described herein.

(2)      Calculated pursuant to Rule 457(h), based on the average of the high
         and low prices of AMR Corporation Common Stock on January 3, 1997,
         as reported in a summary of composite transactions for securities
         listed on the New York Stock Exchange.
PART I

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    * Information required by Part 1 to be contained in the Section 10(a)
    prospectus is omitted from the registration statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
    1 of Form S-8.

                                       PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement.

         (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
    ended December 31, 1995 filed with the Commission pursuant to Section 13(a)
    or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act").

         (2)  The Registrant's Quarterly Report on Form 10-Q, as amended by the
    Registrant's Amendment to Quarterly Report on Form 10-Q/A, for the quarter
    ended March 31, 1996 filed with the  Commission pursuant to Section 13(a)
    or 15(d) of the Exchange Act.

         (3)  The Registrant's Current Report on Form 8-K filed with the
    Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on April
    17, 1996.

         (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter
    ended June 30, 1996 filed with the Commission pursuant to Section 13(a) or
    15(d) of the Exchange Act.

         (5)  The Registrant's Current Report on Form 8-K filed with the
    Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on July
    8, 1996.

         (6)  The Registrant's Quarterly Report on Form 10-Q for the quarter
    ended September 30, 1996 filed with the Commission pursuant to Section
    13(a) or 15(d) of the Exchange Act.

         (7)  The description of the Registrant's Common Stock contained in the
    Registrant's Registration Statement on Form 8-B, as filed with the
    Commission on September 29, 1982.

    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 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 documents.

                                     2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
    Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than action by or in the right of
the corporation) in which such person is involved because such person is a
director or officer of the corporation, if such person acted in good faith and
in a manner that such person 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 that such person's conduct was
unlawful.  No indemnification shall be made to an officer or director or other
qualified individual if such person shall have been adjudged to be liable to the
corporation unless such person acted in good faith and in a manner that such
person reasonably believed to be in or not opposed to the best interest of the
corporation and only to the extent the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought, determines that
despite the adjudication of liability such person is fairly and reasonably
entitled to such indemnification.  If such person is successful on the merits or
otherwise in defense of any action, then Section 145 provides that such person
shall be indemnified against expenses including attorneys' fees actually and
reasonably incurred by that person in connection therewith.  Section 102(b)(7)
of the DGCL provides that the liability of a director may not be limited or
eliminated for the breach of such director's duty of loyalty to the corporation
or its stockholders, for such director's intentional acts or omissions not in
good faith, for such director's concurrence in or vote for an unlawful payment
of a dividend or unlawful stock purchase or redemption or for any improper
personal benefit derived by the director from any transaction.

    The Registrant's Bylaws provide that the Registrant will 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 Registrant, or is or
was serving or has agreed to serve at the request of the Registrant 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.  The Registrant's Bylaws further provide that the
Registrant 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, by reason of the fact
that he is or was or has agreed to become an employee or agent of the
Registrant, or is or was serving or has agreed to serve at the request of the
Registrant as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

    The indemnification referred to in the preceding paragraph will be from and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the indemnitee or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom.  However, such indemnification will only be provided if the
indemnitee acted in good faith and in a manner he  reasonably believed to be in
or not opposed to the best interests of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  Notwithstanding the preceding two sentences, in the case of an
action or suit by or in the right of the Registrant to procure a judgment in its
favor (a) the indemnification referred to in this paragraph will 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 (b)

                                     3
no indemnification will be made in respect of any claim, issue or matter as to
which such person will have been adjudged to be liable to the Registrant unless,
and only to the extent that, the Delaware Court of Chancery or the court in
which such action or suit was brought determines 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 deems proper.  To the
extent that a director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, he will be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.  Expenses
(including attorneys' fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding will
be paid by the Registrant 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 is ultimately determined that he
is not entitled to be indemnified by the Registrant.  Such expenses 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 indemnification described in the preceding two paragraphs will 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 or her official capacity and as to action in
another capacity while holding such office, will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.

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

ITEM 8.  EXHIBITS.

4.1   AMR Corporation Pilots Stock Option Plan

5.1   Opinion of Anne H. McNamara, Senior Vice President and General Counsel of
      the Registrant.

23.1  Consent of Ernst & Young LLP.

23.2  Consent of Anne H. McNamara (included as part of Exhibit 5.1)

24.1  Powers of Attorney

ITEM 9.  UNDERTAKINGS.

    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;

                                     4
(ii) To reflect in the prospectus any facts or events arising after
              the effective date of the 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 (1)(i) and
    (1)(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 with or furnished to the Securities and Exchange Commission
    by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in this
    registration statement.

         (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the 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.

    The undersigned Registrant hereby undertakes that, for  purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                                     5
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirement 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 
3rd day of January, 1997.

                                  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 by the following persons in the 
capacities and on the date indicated.

       Signatures                        Title                        Date
       ----------                        -----                        ----

           *                    Chairman of the Board,           January 3, 1997
------------------------        President and Chief
ROBERT L. CRANDALL              Executive Officer (Principle
                                Executive Officer)

           *                    Senior Vice President and        January 3, 1997
------------------------        Chief Financial Officer   
GERARD J. ARPEY                 (Principal Financial and  
                                Accounting Officer)

           *                    Director                         January 3, 1997
------------------------        
DAVID L. BOREN

           *                    Director                         January 3, 1997
------------------------        
EDWARD A. BRENNAN

           *                    Director                         January 3, 1997
------------------------        
ARMANDO M. CODINA

           *                    Director                         January 3, 1997
------------------------        
CHRISTOPHER F. EDLEY

           *                    Director                         January 3, 1997
------------------------        
CHARLES T. FISHER, III

           *                    Director                         January 3, 1997
------------------------        
EARL G. GRAVES

                                       6
*                    Director                         January 3, 1997
------------------------        
DEE J. KELLY

           *                    Director                         January 3, 1997
------------------------        
ANN D. McLAUGHLIN

           *                    Director                         January 3, 1997
------------------------        
CHARLES H. PISTOR, JR.

           *                    Director                         January 3, 1997
------------------------        
JOE M. RODGERS

           *                    Director                         January 3, 1997
------------------------        
MAURICE SEGALL

*By: /s/ CHARLES D. MARLETT
    -----------------------
      Charles D. MarLett
      Attorney-in-Fact

                                       7
EXHIBIT INDEX

                                                                   Sequentially
Exhibit Number        Description of Exhibit                       Numbered Page
--------------        ----------------------                       -------------

     4.1              AMR Corporation Pilots Stock Option Plan           9

     5.1              Opinion of  Anne H. McNamara, Senior
                      Vice President and General Counsel of 
                      the Registrant                                    15

    23.1              Consent of Ernst & Young LLP                      16

    23.2              Consent of Anne H. McNamara
                      (included in Exhibit 5.1)

    24.1              Powers of Attorney                                17