<PAGE> 1
As filed with the Securities and Exchange Commission on
                June 16, 1998
                      
                 Registration No.
______________________________________________________
     SECURITIES AND EXCHANGE COMMISSION
           Washington, D.C.  20549
                 ___________
                  Form S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES
                 ACT OF 1993
                  ________
               AMR CORPORATION
(Exact Name of Registrant as Specified in Its
                  Charter)
                      
              Delaware                    75-1825172
(State of 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
                  1998 LONG-TERM INCENTIVE 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
  Title of      Amount      Proposed     Proposed    Amount of
 Securities     to be       Maximum      Maximum    Registration
   to be      Registered    Offering    aggregate     Fee (2)
 Registered      (1)        Price per    Offering         
                            Share (2)     Price           
                                         (1) (2)          
   Common     10,000,000   $78.09375  $780,937,500    $230,377
   Stock,       shares                    
 par value
 $1.00 per
   share

(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 1998 Long-Term
     Incentive 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
     June  12,  1998,  as  reported in  a  summary  of  composite
     transactions  for securities listed on the  New  York  Stock
     Exchange.

<PAGE> 2
                             PART I

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual
          Information*

               * Information required by Part I 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 I 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/A No. 1
     for the fiscal year ended December 31, 1997 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/A No. 1,
     for the quarter ended March 31, 1998 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 15, 1998

          (4) 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 May 20, 1998.

          (5) 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.

<PAGE> 3
Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

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

Item 6.   Indemnification of Officers and Directors.

          Section 145 of the Delaware General Corporation Law
(the "DGCL") permits a Delaware corporation to include a
provision in its Certificate of Incorporation, and the Company's
Certificate of Incorporation so provides, which eliminates or
limits the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not
eliminate or limit the liability of a director: (i) for any such
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
law; (iii) under Section 174 of the DGCL, which makes directors
personally liable for unlawful dividends or unlawful stock
repurchases or redemptions; or (iv) for any transaction from
which the director derives an improper personal benefit.

          Under the DGCL and the Company's Certificate of
Incorporation, directors and officers may be indemnified against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with 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 (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.  In
derivative actions, indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense
or settlement of such an action and, in the event such person
shall have been adjudged to be liable to the corporation, only to
the extent that a proper court shall have determined that such
person is fairly and reasonably entitled to indemnity for such
expenses.

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

Item 8.   Exhibits.

4.1            AMR Corporation 1998 Long-Term Incentive Plan

<PAGE> 4
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:

          vi)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

          vi)  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;

          vi)  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.

<PAGE> 5
       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of Registrants'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 this 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 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 of 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.

                           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 16th day of June,
1998.


AMR CORPORATION



                              By: /s/ Anne H. McNamara
                                   Anne H. McNamara
                                   Senior Vice President and
                                   General Counsel


<PAGE> 6
          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 dates indicated.

Signatures                 Title                  Date
                                                  
                                                  
         *                 Chairman of the        June 16, 1998
Donald J. Carty            Board, President and
                           Chief Executive
                           Officer (Principal
                           Executive Officer)
         *                 Senior Vice President  June 16, 1998
Gerard J. Arpey            and Chief Financial
                           Officer (Principal
                           Financial and
                           Accounting Officer)
                                                  
         *                 Director               June 16, 1998
David L. Boren             
                                                  
         *                 Director               June 16, 1998
Edward A. Brennan
                                                  
         *                 Director               June 16, 1998
Armando M. Codina

                                                  
         *                 Director               June 16, 1998
Charles T. Fisher, III
                                                  
         *                 Director               June 16, 1998
Earl G. Graves
                                                  
         *                 Director               June 16, 1998
Dee J. Kelly
                                                  
         *                 Director               June 16, 1998
Ann D. McLaughlin


<PAGE> 7
                                                  
         *                 Director               June 16, 1998
Charles H. Pistor, Jr.

                                                  
         *                 Director               June 16, 1998
Joe M. Rodgers                                    

                                                  
         *                 Director               June 16, 1998
Judith Rodin                                      

                                                  
         *                 Director               June 16, 1998
Maurice Segall

                                                  

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




<PAGE> 8
     This document constitutes part of a prospectus covering securities
        that have been registered under the Securities Act of 1933



















                         AMR CORPORATION
                  1998 LONG TERM INCENTIVE PLAN
















                                                                 
                                                                 
                                                                 
   This document is delivered in accordance with Section 10(a)
          of the Securities Act of 1933

<PAGE> 9
                         AMR CORPORATION
                  1998 LONG TERM INCENTIVE PLAN
                                
     SECTION 1.  Purpose, Definitions.

      The purpose of the AMR Corporation 1998 Long Term Incentive
Plan (the "Plan") is to enable AMR Corporation (the "Company") to
attract, retain and reward key employees of the Company  and  its
Subsidiaries  and  Affiliates, and strengthen  the  mutuality  of
interests   between   such  key  employees  and   the   Company's
shareholders,  by  offering such key employees  performance-based
stock  incentives and/or other equity interests  or  equity-based
incentives   in   the   Company,  as  well  as  performance-based
incentives payable in cash.

      For  purposes  of the Plan, the following  terms  shall  be
defined as set forth below:

     (a)  "Affiliate" means any entity other than the Company and
its   Subsidiaries  that  is  designated  by  the  Board   as   a
participating employer under the Plan, provided that the  Company
directly or indirectly owns at least twenty percent (20%) of  the
combined  voting power of all classes of stock of such entity  or
at  least twenty percent (20%) of the ownership interests in such
entity.

     (b)  "Board" means the Board of Directors of the Company.

      (c)   "Book Value" means, as of any given date,  on  a  per
share basis (1) the Stockholders' Equity in the Company as of the
end  of the immediately preceding fiscal year as reflected in the
Company's consolidated balance sheet, subject to such adjustments
as the Committee shall specify, divided by (2) the number of then
outstanding shares of Stock as of such year-end date (as adjusted
by the Committee for subsequent events).

      (d)  "Cause" means a felony conviction of a participant  or
the failure of a participant to contest prosecution for a felony,
or a participant's willful misconduct or dishonesty, any of which
is  directly and materially harmful to the business or reputation
of the Company or any Subsidiary or Affiliate.

      (e)   "Code"  means the Internal Revenue Code of  1986,  as
amended from time to time, and any successor thereto.

      (f)  "Committee" means the Committee referred to in Section
2  of  the Plan.  If at any time no Committee shall be in office,
then  the functions of the Committee specified in the Plan  shall
be exercised by the Board.

       (g)    "Company"  means  AMR  Corporation,  a  corporation
organized  under  the  laws  of the State  of  Delaware,  or  any
successor corporation.

<PAGE> 10
      (h)   "Deferred  Stock"  means an award  made  pursuant  to
Section  8 below of the right to receive Stock at the  end  of  a
specified deferral period.

      (i)   "Disability"  means disability  as  determined  under
procedures  established by the Committee  for  purposes  of  this
Plan.

      (j)   "Early Retirement" means retirement, with the express
consent for purposes of this Plan of the Company at or before the
time  of such retirement, from active employment with the Company
and any Subsidiary or Affiliate.

      (k)   "Exchange Act" means the Securities Exchange  Act  of
1934, as amended from time to time, and any successor thereto.

     (l)  "Fair Market Value" means, as of any given date, unless
otherwise  determined by the Committee in good  faith,  the  mean
between the highest and lowest quoted selling price, regular way,
of  the Stock on the New York Stock Exchange or, if no such  sale
of  Stock occurs on the New York Stock Exchange on such date, the
fair market value of the Stock as determined by the Committee  in
good faith.

      (m)   "Incentive  Stock  Option"  means  any  Stock  Option
intended  to  be  and designated as an "Incentive  Stock  Option"
within the meaning of Section 422 of the Code.

      (n)   "Non-Qualified Stock Option" means any  Stock  Option
that is not an Incentive Stock Option.

      (o)   "Normal  Retirement"  means  retirement  from  active
employment  with  the  Company and any  Subsidiary  or  Affiliate
pursuant   to  the  applicable  retirement  provisions   of   the
applicable pension plan of such entity.

      (p)  "Other Stock Based Award" means an award under Section
10  below that is valued in whole or in part by reference to,  or
is otherwise based on, Stock.

      (q)   "Performance  Related Awards"  means  an  award  made
pursuant  to  Section 11 of Restricted Stock, Deferred  Stock  or
Other  Stock Based Awards upon the determination by the Committee
that  performance  objectives established by the  Committee  have
been attained, in whole or in part.

      (r)   "Plan"  means  this AMR Corporation  1998  Long  Term
Incentive Plan, as may be  amended from time to time.

      (s)   "Restricted Stock" means an award of shares of  Stock
that is subject to restrictions under Section 7 below.

<PAGE> 11
     (t)  "Retirement" means Normal or Early Retirement.

      (u)   "Stock" means the Common Stock, $1.00 par  value  per
share, of the Company.

      (v)  "Stock Appreciation Right" means the right pursuant to
an  award  granted  under Section 6 below  to  surrender  to  the
Company all (or a portion) of a Stock Option in exchange  for  an
amount equal to the difference between (i) the Fair Market Value,
as  of  the  date such Stock Option (or such portion thereof)  is
surrendered, of the shares of Stock covered by such Stock  Option
(or  such  portion  thereof), subject, where applicable,  to  the
pricing  provisions  in Section 6(b)(ii) and (ii)  the  aggregate
exercise price of such Stock Option (or such portion thereof).

     (w)  "Stock Option" or "Option" means any option to purchase
shares  of Stock (including Restricted Stock and Deferred  Stock,
if  the  Committee so determines) granted pursuant to  Section  5
below.

      (x)   "Stock  Purchase Right" means the right  to  purchase
Stock pursuant to Section 9.

      (y)   "Subsidiary" means any corporation  (other  than  the
Company) in an unbroken chain of corporations beginning with  the
Company  if  each  of  the  corporations  (other  than  the  last
corporation  in  the unbroken chain) owns stock possessing  fifty
percent (50%) or more of the total combined voting power  of  all
classes of stock in one of the other corporations in the chain.

      In  addition, the terms "Performance Criteria", "Change  in
Control,"  "Potential Change in Control" and "Change  in  Control
Price"  shall  have  the  meanings set  forth,  respectively,  in
Sections 11(a), 12(b), (c) and (d) below.

     SECTION 2.  Administration.

      The  Plan shall be administered by a committee of not  less
than  two  members of the Board, who shall be appointed  by,  and
serve at the pleasure of, the Board.  In selecting the members of
the Committee, the Board shall take into account the requirements
for  the  members  of  the Committee to be  treated  as  "Outside
Directors" within the meaning of Section 162(m) of the  Code  and
"Non-Employee   Directors"  for  purposes  of  Rule   16b-3,   as
promulgated under Section 16 of the Exchange Act.  The  functions
of  the Committee specified in the Plan shall be exercised by the
Board,  if  and to the extent that no Committee exists which  has
the  authority to so administer the Plan, or to the  extent  that
the  Committee is not comprised solely of Non-Employee  Directors
for  purposes of Rule 16b-3, as promulgated under Section  16  of
the Exchange Act.

      The  Committee shall have full authority to grant, pursuant
to  the  terms  of the Plan, to officers and other key  employees
eligible  under Section 4: (i) Stock Options and Incentive  Stock
Options; (ii) Stock Appreciation Rights; (iii) Restricted  Stock;
(iv)  Deferred Stock; (v) Stock Purchase Rights (vi) Other  Stock
Based   Awards;   and/or   (vii)   Performance   Related   Awards
(collectively, the "LTIP Awards").

<PAGE> 12
     In particular the Committee shall have the authority:

           (i)  to select the officers and other key employees of
     the Company and its Subsidiaries and Affiliates to whom LTIP
     Awards may from time to time be granted hereunder;
           (ii)   to  determine whether and to what  extent  LTIP
     Awards,  or  any  combination thereof,  are  to  be  granted
     hereunder to one or more eligible employees;

           (iii)  subject to the provisions of Sections 3, 5  and
     11,  to determine the number of shares to be covered by each
     such award granted hereunder;

           (iv)   to  determine  the terms  and  conditions,  not
     inconsistent  with  the  terms of the  Plan,  of  any  award
     granted hereunder (including, but not limited to, the  share
     price  and  any  restriction or limitation, or  any  vesting
     acceleration or waiver of forfeiture restrictions  regarding
     any  Stock Option or other award and/or the shares of  Stock
     relating thereto, based in each case on such factors as  the
     Committee shall determine in its sole discretion);

           (v)   to  determine whether, to what extent and  under
     what  circumstances a Stock Option may be settled  in  cash,
     Restricted Stock and/or Deferred Stock under Section 5(k) or
     5(1), as applicable, instead of Stock;

           (vi)   to determine whether, to what extent and  under
     what  circumstances an award of Restricted Stock or Deferred
     Stock may be settled in cash;

           (vii)  to determine whether, to what extent and  under
     what  circumstances Option grants and/or other awards  under
     the Plan and/or other cash awards made by the Company are to
     be  made,  and  operate, on a tandem basis  vis-a-vis  other
     awards under the Plan and/or cash awards made outside of the
     Plan, or on an additive basis;

           (viii)  to determine whether, to what extent and under
     what  circumstances  Stock and other  amounts  payable  with
     respect to an award under this Plan shall be deferred either
     automatically   or  at  the  election  of  the   participant
     (including providing for and determining the amount (if any)
     of  any  deemed earnings on any deferred amount  during  any
     deferral period);

            (ix)    to   determine  the  terms  and  restrictions
     applicable to Stock Purchase Rights and the Stock  purchased
     by exercising such Rights;

           (x)  with respect to an award of Restricted Stock,  to
     determine  whether the right to vote will  be  granted  with
     such  award  and/or  whether  any  dividends  declared  with
     respect  to  such  award will be paid  in  cash,  additional
     Restricted Stock, Deferred Stock, Other Stock Based  Awards,
     or not at all; and

<PAGE> 13
           (xi)  with respect to an award of Deferred  Stock,  to
     determine  whether any dividends declared  with  respect  to
     such   award  will  be  paid  in  cash,  Restricted   Stock,
     additional Deferred Stock, Other Stock Based Awards, or  not
     at all.

      The Committee shall have the authority: to adopt, alter and
repeal such rules, guidelines and practices governing the Plan as
it  shall,  from time to time, deem advisable; to  interpret  the
terms  and provisions of the Plan and any award issued under  the
Plan  (and  any  agreements relating thereto); and  to  otherwise
supervise the administration of the Plan.

      All  decisions  made  by  the  Committee  pursuant  to  the
provisions  of  the  Plan shall be made in the  Committee's  sole
discretion  and  shall  be  final and  binding  on  all  persons,
including the Company and Plan participants.

     SECTION 3. Stock Subject to Plan.

      The  total number of shares of Stock reserved and available
for  distribution under the Plan shall be 5,000,000 shares,  plus
any  shares remaining available for issuance under the 1988  Long
Term Incentive Plan, as amended, as of the Effective Date hereof.
Such  shares may consist, in whole or in part, of authorized  and
unissued shares or treasury shares.

      Subject  to Section 6(b)(iv) below, if any shares of  Stock
that have been optioned cease to be subject to a Stock Option, or
if  any  such shares of Stock that are subject to any  Restricted
Stock  or Deferred Stock award, Stock Purchase Right, Other Stock
Based  Award  or Performance Related Award granted  hereunder  or
granted under the 1988 Long Term Incentive Plan, as amended,  are
forfeited  or  any  such  award otherwise  terminates  without  a
payment  being made to the participant in the form  of  Stock  or
cash  equivalent value, such shares shall again be available  for
distribution in connection with future awards under the Plan.

      In  the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change  in
corporate  structure  affecting the Stock, such  substitution  or
adjustment  shall  be  made  in the aggregate  number  of  shares
reserved  for issuance under the Plan, in the number  and  option
price of shares subject to outstanding Options granted under  the
Plan,  in  the  number and purchase price of  shares  subject  to
outstanding  Stock Purchase Rights under the  Plan,  and  in  the
number  of  shares  subject to other outstanding  awards  granted
under  the  Plan  as may be determined to be appropriate  by  the
Committee,  in its sole discretion, provided that the  number  of
shares subject to any award shall always be a whole number.  Such
adjusted option price shall also be used to determine the  amount
payable   by  the  Company  upon  the  exercise  of   any   Stock
Appreciation Right associated with any Stock Option.

     SECTION 4.  Eligibility.

      Officers  and  other key employees of the Company  and  its
Subsidiaries  and  Affiliates  (but  excluding  members  of   the
Committee and any person who serves only as a director) who are

<PAGE> 14
responsible for, or contribute to, the management, growth  and/or
profitability  of  the  business  of  the  Company   and/or   its
Subsidiaries  and  Affiliates are eligible for awards  under  the
Plan.

     SECTION 5.  Stock Options.

      Stock Options may be granted alone, in addition to,  or  in
tandem  with,  other awards granted under the  Plan.   Any  Stock
Option  granted  under the Plan shall be  in  such  form  as  the
Committee may from time to time approve.

      Stock  Options granted under the Plan may be of two  types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

      The  Committee  shall have the authority to  grant  to  any
optionee Incentive Stock Options, Non-Qualified Stock Options, or
both  types of Stock Options (in each case with or without  Stock
Appreciation Rights); provided that, in no event shall the number
of  shares of Stock subject to any Stock Options granted  to  any
employee during any calendar year exceed 250,000 shares, as  such
number may be adjusted pursuant to Section 3.

      Options  granted  under the Plan shall be  subject  to  the
following  terms and conditions and shall contain such additional
terms  and  conditions, not inconsistent with the  terms  of  the
Plan, as the Committee shall deem desirable:

      (a)   Option  Price.  The option price per share  of  Stock
purchasable  under  a  Stock Option shall be  determined  by  the
Committee at the time of grant.

      (b)   Option Term.  The term of each Stock Option shall  be
fixed  by the Committee, but no Stock Option shall be exercisable
more than ten (10) years after the date the Option is granted.

      (c)  Exercisability.  Stock Options shall be exercisable at
such  time  or times and subject to such terms and conditions  as
shall  be  determined by the Committee; provided,  however,  that
except  as determined by the Committee, no Stock Option shall  be
exercisable  prior to the first anniversary date of the  granting
of   the  Option.   If  the  Committee  provides,  in  its   sole
discretion,  that  any  Stock  Option  is  exercisable  only   in
installments,  the Committee may waive such installment  exercise
provisions at any time in whole or in part, based on such factors
as the Committee shall determine, in its sole discretion.

      (d)   Method  of exercise.  Subject to whatever installment
exercise  provisions  apply under Section  5(c)  and  subject  to
whatever  restrictions  may  be imposed  by  the  Company,  Stock
Options  may be exercised in whole or in part at any time  during
the  option period, by giving written notice of exercise  to  the
Company specifying the number of shares to be purchased.

      Such notice shall be accompanied by payment in full of  the
purchase   price.   Without  limiting  the  generality   of   the
foregoing, payment of the option price may be made (i) in cash or
its

<PAGE> 15
equivalent,  (ii)  by exchanging shares of  Stock  owned  by  the
optionee  (which  are  not the subject of  any  pledge  or  other
security  interest),  including in the case  of  a  Non-Qualified
Stock  Option, Restricted Stock or Deferred Stock subject  to  an
award  hereunder (or an award under the terms of  the  1988  Long
Term  Incentive  Plan, as amended), (iii) through an  arrangement
with  a  broker  approved by the Company whereby payment  of  the
exercise price is accomplished with the proceeds of the  sale  of
Stock, or (iv) by any combination of the foregoing, provided that
the  combined value of all cash and cash equivalents paid and the
Fair  Market Value of any such Stock so tendered to the  Company,
valued  as of the date of such tender, is at least equal to  such
option price.

      If  payment of the option exercise price of a Non-Qualified
Stock  Option  is  made  in whole or  in  part  in  the  form  of
Restricted  Stock  or  Deferred Stock, such Restricted  Stock  or
Deferred  Stock  (and  any replacement shares  relating  thereto)
shall remain (or be) restricted or deferred, as the case may  be,
in  accordance  with the original terms of the  Restricted  Stock
award  or  Deferred Stock award in question, and  any  additional
Stock  received upon the exercise shall be subject  to  the  same
forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion.

      No  shares  of  Stock shall be issued  until  full  payment
therefor  has  been made.  An optionee shall generally  have  the
rights to dividends or other rights of a shareholder with respect
to  shares  subject  to the Option when the  optionee  has  given
written  notice  of exercise, has paid in full for  such  shares,
and,  if  requested,  has given the representation  described  in
Section 15(a).

     (e)  Transferability of Options.  Unless the Committee shall
permit  (on  such terms and conditions as it shall establish)  an
Option  to  be  transferred  to  a member  of  the  Participant's
immediate family or to a trust or similar vehicle for the benefit
of  such  immediate family members, no Option shall be assignable
or  transferable  except  by will or  the  laws  of  descent  and
distribution, and except to the extent required by law, no  right
or  interest  of any Participant shall be subject  to  any  lien,
obligation or liability of the Participant.

      (f)  Termination by Death.  Subject to Section 5(j), if  an
optionee's  employment  by  the Company  and  any  Subsidiary  or
Affiliate terminates by reason of death, any Stock Option held by
such optionee may thereafter be exercised in accordance with  the
terms and conditions established by the Committee.

      (g)   Termination  by  Reason of  Disability.   Subject  to
Section 5(j), if an optionee's employment by the Company and  any
Subsidiary  or Affiliate terminates by reason of Disability,  any
Stock Option held by such optionee may thereafter be exercised by
the   optionee  in  accordance  with  the  terms  and  conditions
established  by  the Committee.  In the event of  termination  of
employment by reason of Disability, if an Incentive Stock  Option
is  exercised  after the expiration of the exercise periods  that
apply  for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.

<PAGE> 16
      (h)   Termination  by  Reason of  Retirement.   Subject  to
Section 5(j), if an optionee's employment by the Company and  any
Subsidiary or Affiliate terminates by reason of Normal  or  Early
Retirement, any Stock Option held by such optionee may thereafter
be  exercised  by the optionee in accordance with the  terms  and
conditions  established  by  the  Committee.   In  the  event  of
termination  of  employment  by  reason  of  Retirement,  if   an
Incentive Stock Option is exercised after the expiration  of  the
exercise  periods that apply for purposes of Section 422  of  the
Code,  such  Stock Option will thereafter be treated  as  a  Non-
Qualified Stock Option.

      (i)  Other Termination.  Unless otherwise determined by the
Committee,  if  an optionee's employment by the  Company  or  any
Subsidiary  or  Affiliate terminates for any  reason  other  than
death, Disability or Normal or Early Retirement, the Stock Option
shall thereupon terminate.

      (j)  Incentive Stock Options.  Anything in the Plan to  the
contrary  notwithstanding,  no term  of  this  Plan  relating  to
Incentive Stock Options shall be interpreted, amended or altered,
nor  shall any discretion or authority granted under the Plan  be
so  exercised, so as to disqualify the Plan under Section 422  of
the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under such Section 422.

     (k)  Buyout Provisions.  The Committee may at any time offer
to  buy  out  for  a  payment in cash, Stock, Deferred  Stock  or
Restricted  Stock, an option previously granted hereunder,  based
on such terms and conditions as the Committee shall establish and
communicate  to the participant  at the time that such  offer  is
made.

      (l)   Settlement  Provisions.  If the option  agreement  so
provides  at  grant or is amended after grant, and prior  to  the
exercise,  to  so  provide  (with the  optionee's  consent),  the
Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take  the
form  of  Deferred or Restricted Stock, which shall be valued  on
the  date  of exercise on the basis of the Fair Market Value  (as
determined by the Committee) of such Deferred or Restricted Stock
determined without regard to the deferral limitations and/or  the
forfeiture restrictions involved.

     SECTION 6.  Stock Appreciation Rights.

      (a)  Grant and Exercise.  Stock Appreciation Rights may  be
granted  in  conjunction with all or part  of  any  Stock  Option
granted  under  the  Plan.  In the case of a Non-Qualified  Stock
Option, such rights may be granted either at or after the time of
the  grant  of  such Stock Option.  In the case of  an  Incentive
Stock  Option,  such rights may be granted only at  the  time  of
grant of such Stock Option.

      A  Stock  Appreciation Right or applicable portion  thereof
granted with respect to a given Stock Option shall terminate  and
no  longer be exercisable upon the termination or exercise of the
related Stock Option, subject to such provisions as the Committee
may specify at grant where a

<PAGE> 17
Stock Appreciation Right is granted with respect to less than the
full number of shares covered by a related Stock Option.

      A Stock Appreciation Right may be exercised by an optionee,
subject  to  Section  6(b),  in accordance  with  the  procedures
established  by  the  Committee for  such  purposes.   Upon  such
exercise,  the  optionee shall be entitled to receive  an  amount
determined  in  the  manner prescribed in  Section  6(b).   Stock
Options relating to exercised Stock Appreciation Rights shall  no
longer  be  exercisable  to the extent  that  the  related  Stock
Appreciation Rights have been exercised.

      (b)  Terms and Conditions.  Stock Appreciation Rights shall
be  subject  to such terms and conditions, not inconsistent  with
the  provisions of the Plan, as shall be determined from time  to
time by the Committee, including the following:

           (i)   Stock  Appreciation Rights shall be  exercisable
     only  at such time or times and to the extent that the Stock
     Options  to  which  they  relate  shall  be  exercisable  in
     accordance with the provisions of Section 5 and this Section
     6 of the Plan.

           (ii)  Upon the exercise of a Stock Appreciation Right,
     an  optionee shall be entitled to receive an amount in  cash
     and/or  shares of Stock equal in value to the excess of  the
     Fair  Market  Value of one share of Stock  over  the  option
     price  per  share  specified in  the  related  Stock  Option
     multiplied by the number of shares in respect of  which  the
     Stock Appreciation Right shall have been exercised, with the
     Committee having the right to determine the form of payment.
     When  payment is to be made in shares, the number of  shares
     to  be  paid  shall be calculated on the basis of  the  Fair
     Market Value of the shares on the date of exercise.

           (iii)  Stock Appreciation Rights shall be transferable
     only when and to the extent that the underlying Stock Option
     would be transferable under Section 5(e) of the Plan.

           (iv)  Upon the exercise of a Stock Appreciation Right,
     the  Stock  Option  or  part thereof  to  which  such  Stock
     Appreciation Right is related shall be deemed to  have  been
     exercised  for the purpose of the limitation  set  forth  in
     Section 3 of the Plan on the number of shares of Stock to be
     issued  under the Plan, but only to the extent of the number
     of  shares issued under the Stock Appreciation Right at  the
     time   of   exercise  based  on  the  value  of  the   Stock
     Appreciation Right at such time.

          (v)  The Committee, in its sole discretion, may provide
     that, in the event of a Change in Control and/or a Potential
     Change  in Control, the amount to be paid upon the  exercise
     of  a  Stock Appreciation Right shall be based on the Change
     in  Control  Price, subject to such terms and conditions  as
     the Committee may specify at grant.



<PAGE> 18
     SECTION 7.  Restricted Stock
      (a)   Administration.  Shares of Restricted  Stock  may  be
issued  either  alone, in addition to, or in tandem  with,  other
awards  granted under the Plan and/or awards made outside of  the
Plan.   The  Committee  shall determine the eligible  persons  to
whom,  and the time or times at which, grants of Restricted Stock
will  be made, the number of shares to be awarded, the price  (if
any) to be paid by the recipient of Restricted Stock (subject  to
Section 7(b)), the time or times within which such awards may  be
subject to forfeiture, and all other terms and conditions of  the
awards.

      The  Committee may condition the grant of Restricted  Stock
upon  the  attainment of specified Performance Criteria  or  such
other  factors  as  the  Committee may  determine,  in  its  sole
discretion.

      The  provisions of Restricted Stock awards need not be  the
same with respect to each recipient.

      (b)  Awards and Certificates.  The prospective recipient of
a  Restricted Stock award shall not have any rights with  respect
to  such  award, unless and until such recipient has executed  an
agreement evidencing the award and has delivered a fully executed
copy thereof to the Company, and has otherwise complied with  the
applicable terms and conditions of such award.

           (i)  The purchase price for shares of Restricted Stock
     shall  be equal to or less than their par value and  may  be
     zero.

           (ii)   Awards  of  Restricted Stock must  be  accepted
     within  a reasonable period (or such specific period as  the
     Committee  may  specify at grant) after the award  date,  by
     executing  a  Restricted Stock Award  Agreement  and  paying
     whatever price (if any) is required under Section 7(b)(i).

           (iii)   Each participant receiving a Restricted  Stock
     award shall be issued a stock certificate in respect of such
     shares  of  Restricted  Stock.  Such  certificate  shall  be
     registered  in the name of such participant, and shall  bear
     an  appropriate  legend referring to the terms,  conditions,
     and restrictions applicable to such award.

           (iv)   The  Committee  shall require  that  the  stock
     certificates  evidencing such shares be held in  custody  by
     the  Company  until  the  restrictions  thereon  shall  have
     lapsed,  and  that, as a condition of any  Restricted  Stock
     award,  the participant shall have delivered a stock  power,
     endorsed  in  blank, relating to the Stock covered  by  such
     award.

      (c)  Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to this Section 7 shall be subject to  the
following restrictions and conditions:

           (i)  Subject  to the provisions of this Plan  and  the
     award  agreement,  during  a period  set  by  the  Committee
     commencing  with  the date of such award  (the  "Restriction
     Period"),  the participant shall not be permitted  to  sell,
     transfer, pledge or assign shares of Restricted

<PAGE> 19
     Stock  awarded  under the Plan.  Within  these  limits,  the
     Committee, in its sole discretion, may provide for the lapse
     of  such restrictions in installments and may accelerate  or
     waive  such  restrictions in whole  or  in  part,  based  on
     service,  Performance Criteria and/or such other factors  as
     the Committee may determine, in its sole discretion.

           (ii)   If  and  when  the Restriction  Period  expires
     without  a prior forfeiture of the Restricted Stock  subject
     to  such Restriction Period, certificates for an appropriate
     number  of  unrestricted shares shall be  delivered  to  the
     participant promptly (unless the Committee decides  pursuant
     to Section 2(vi) to settle the award in cash).

          (iii) The voting rights and/or dividend rights, if any,
     of  the  Restricted Stock award established by the Committee
     pursuant to Section 2(x).

      (d)   Minimum Value Provisions.  In order to better  ensure
that  award  payments  actually reflect the  performance  of  the
Company  and  service  of  the  participant,  the  Committee  may
provide,  in  its sole discretion, for a tandem performance-based
or  other award designed to guarantee a minimum value, payable in
cash  or  Stock  to  the recipient of a Restricted  Stock  award,
subject  to  such Performance Criteria, future service,  deferral
and  other  terms  and  conditions as may  be  specified  by  the
Committee.

     SECTION 8.  Deferred Stock.

      (a)   Administration.  Deferred Stock may be awarded either
alone,  in  addition to, or in tandem with, other awards  granted
under  the  Plan  and/or awards made outside of  the  Plan.   The
Committee  shall determine the eligible persons to whom  and  the
time  or  times  at which Deferred Stock shall  be  awarded,  the
number  of shares of Deferred Stock to be awarded to any  person,
the  duration of the period (the "Deferral Period") during which,
and  the  conditions under which, receipt of the  Stock  will  be
deferred,  and  the other terms and conditions of  the  award  in
addition to those set forth in Section 8(b).

     The Committee may condition the grant of Deferred Stock upon
the  attainment of specified Performance Criteria or  such  other
factors or criteria as the Committee shall determine, in its sole
discretion.

     The provisions of Deferred Stock awards need not be the same
with respect to each recipient.

      (b)   Terms  and Conditions.  The shares of Deferred  Stock
awarded  pursuant  to  this Section 8 shall  be  subject  to  the
following terms and conditions:

           (i)   Subject to the provisions of this Plan  and  the
     award  agreement  referred  to in  Section  8(b)(iv)  below,
     Deferred   Stock   awards  may  not   be   sold,   assigned,
     transferred,  pledged  or otherwise  encumbered  during  the
     Deferral Period.  At the expiration of the

<PAGE> 20
     Deferral Period (or the Elective Deferral Period referred to
     in  Section 8(b)(iii), where applicable), stock certificates
     shall   be  delivered  to  the  participant,  or  his  legal
     representative, in a number equal to the shares  covered  by
     the  Deferred  Stock  award (unless  the  Committee  decides
     pursuant to Section 2(vi) to settle the award in cash).

           (ii)   Based  on service, Performance Criteria  and/or
     such  other  factors  as the Committee  may  determine,  the
     Committee may, accelerate the vesting of all or any part  of
     any   Deferred   Stock  award  and/or  waive  the   deferral
     limitations for all or any part of such award.

          (iii)  A participant may elect to further defer receipt
     of  an award (or an installment of an award) for a specified
     period  or  until a specified event (the "Elective  Deferral
     Period"),  subject  in  each  case  to  such  terms  as  are
     determined  by  the Committee, all in its  sole  discretion.
     Subject  to  any  exceptions adopted by the Committee,  such
     election must generally be made at least twelve (12)  months
     prior to completion of the Deferral Period for such Deferred
     Stock award (or such installment).

           (iv)  Each award shall be confirmed by, and subject to
     the  terms  of, a Deferred Stock agreement executed  by  the
     Company and the participant.

           (v) The dividend rights, if any, of the Deferred Stock
     award  established  by  the Committee  pursuant  to  Section
     2(xi).

      (c)   Minimum Value Provisions.  In order to better  ensure
that  award  payments  actually reflect the  performance  of  the
Company  and  service  of  the  participant,  the  Committee  may
provide,  in  its sole discretion, for a tandem performance-based
or  other award designed to guarantee a minimum value, payable in
cash or Stock to the recipient of a Deferred Stock award, subject
to such performance, future service, deferral and other terms and
conditions as may be specified by the Committee.

     SECTION 9.  Stock Purchase Rights.

      (a)   Awards and Administration.  The Committee  may  grant
eligible  participants Stock Purchase Rights which  shall  enable
such participants to purchase Stock (including Deferred Stock and
Restricted Stock) at price(s) determined by the Committee  at  or
after grant, in its sole discretion

      The  Committee shall also impose such deferral,  forfeiture
and/or  other terms and conditions as it shall determine, in  its
sole  discretion, on such Stock Purchase Rights or  the  exercise
thereof.

      The  terms of Stock Purchase Rights awards need not be  the
same with respect to each participant.

<PAGE> 21
      Each Stock Purchase Right award shall be confirmed by,  and
be subject to the terms of, a Stock Purchase Rights agreement.

       (b)   Exercisability.   Stock  Purchase  Rights  shall  be
exercisable for such period after grant as is determined  by  the
Committee.

     SECTION 10.  Other Stock Based Awards.

     (a)  Administration.  Other awards of Stock and other awards
that  are  valued  in whole or in part by reference  to,  or  are
otherwise   based   on,  Stock  ("Other  Stock  Based   Awards"),
including, without limitation, stock purchase rights, performance
shares,  convertible  preferred  stock,  convertible  debentures,
exchangeable  securities and Stock awards or  options  valued  by
reference to Book Value or subsidiary performance, may be granted
either  alone, in addition to, or in tandem with, Stock  Options,
Stock  Appreciation  Rights, Restricted  Stock,  Deferred  Stock,
Stock Purchase Rights or Performance Related Awards granted under
the Plan and/or cash awards made outside of the Plan.

      Subject to the provisions of the Plan, the Committee  shall
have  authority to determine the persons to whom and the time  or
times  at  which  such awards shall be made, the amount  of  such
awards,  and  all  other conditions of the awards  including  any
dividend  and/or voting rights.  The Committee may  also  provide
for  the  grant  of  Stock  upon the completion  of  a  specified
performance period.

      The provisions of Other Stock Based Awards need not be  the
same with respect to each recipient.

      (b)   Terms and Conditions.  Other Stock Based Awards  made
pursuant  to  this Section 10 shall be subject to  the  following
terms and conditions:

           (i)   Subject to the provisions of this Plan  and  the
     award  agreement  referred  to in Section  10(b)(ii)  below,
     awards made under this Section 10 may not be sold, assigned,
     transferred,  pledged or otherwise encumbered prior  to  the
     date on which any shares are issued or amounts are paid, or,
     if  later,  the  date  on which any applicable  restriction,
     performance or deferral period lapses.

           (ii)   Each  award  under this  Section  10  shall  be
     confirmed  by, and subject to the terms of, an agreement  or
     other instrument by the Company and by the participant.

           (iii)   Stock  (including securities convertible  into
     Stock) issued on a bonus basis under this Section 10 may  be
     issued   for   no  cash  consideration.   Stock   (including
     securities convertible into Stock) purchased pursuant  to  a
     purchase  right  awarded  under this  Section  10  shall  be
     purchased  at price(s) determined by the Committee,  in  its
     sole discretion.

<PAGE> 22
     SECTION 11.  Performance Related Awards.

      (a)  Performance Objectives.  Notwithstanding anything else
contained  in  the  Plan to the contrary,  unless  the  Committee
otherwise  determines  at  the  time  of  grant,  any  award   of
Restricted Stock, Deferred Stock or Other Stock Based  Awards  to
an  officer  who  is  subject  to the reporting  requirements  of
Section 16(a) of the Exchange Act other than an award which  will
vest  solely  on the basis of the passage of time,  shall  become
vested,  if at all, upon the determination by the Committee  that
performance  objectives established by the  Committee  have  been
attained,  in  whole  or in part (a "Performance  Award").   Such
performance  objectives shall be determined  over  a  measurement
period or periods established by the Committee and related to  at
least  one  of  the following criteria, which may  be  determined
solely by reference to the performance of (i) the Company, (ii) a
Subsidiary, (iii) an Affiliate, (iv) a division or unit of any of
the  foregoing or based on comparative performance of any of  the
foregoing relative to other companies: (A) return on equity;  (B)
total  shareholder return; (C) revenues; (D) cash flows, revenues
and/or earnings relative to other parameters (e.g., net or  gross
assets);  (E)  operating income; (F) return  on  investment;  (G)
changes  in the value of the Corporation's Common Stock  and  (H)
return  on assets (the "Performance Criteria").  Excluding  Stock
Options  and/or Stock Appreciation Rights granted hereunder,  the
maximum number of shares of Stock that may be subject to any such
Performance  Award granted to any key employee  in  any  calendar
year  shall  not  exceed 100,000 shares, as such  number  may  be
adjusted pursuant to Section 3.

      (b)  Annual Incentive Compensation.  The Committee may,  in
addition  to  the  Performance Awards described above,  pay  cash
amounts  under the Plan or any other plan or arrangement approved
by  the Committee, provided, such other plan or arrangement is in
conformity  with  the provisions of this Section  11(b),  to  any
officer  of the Company or any Subsidiary who is subject  to  the
reporting requirements of Section 16(a) of the Exchange Act  upon
the  achievement,  in whole or in part, of performance  goals  or
objectives  established in writing by the Committee with  respect
to  such  performance periods as the Committee  shall  determine.
Any such goals or objectives shall be based on one or more of the
Performance  Criteria.  Notwithstanding anything  else  contained
herein  to  the  contrary, the maximum amount of  any  such  cash
payment  to any single officer with respect to any calendar  year
shall  not  exceed the lesser of (A) $2,000,000 or (B) twice  the
officer's annual base salary as in effect on the last day of  the
preceding fiscal year.

       (c)    Interpretation.   Notwithstanding   anything   else
contained in the Plan to the contrary, to the extent required  to
so  qualify  any  Performance Award as  other  performance  based
compensation  within the meaning of Section 162(m)(4)(C)  of  the
Code,  the  Committee  shall  not be  entitled  to  exercise  any
discretion otherwise authorized under the Plan (such as the right
to  accelerate vesting without regard to the achievement  of  the
relevant performance objectives) with respect to such Performance
Award  if the ability to exercise such discretion (as opposed  to
the  exercise of such discretion) would cause such award to  fail
to qualify as other performance based compensation.

     SECTION 12.  Change in Control Provisions.

<PAGE> 23
     (a)  Impact of Event.  In the event of:

     (1)  a "Change in Control" as defined in Section 12(b), or

      (2)   a "Potential Change in Control" as defined in Section
12(c),  but  only  if  and to the extent  so  determined  by  the
Committee  or  the  Board   (subject to  any  right  of  approval
expressly reserved by the Committee or the Board at the  time  of
such determination).

           (i)  Any  Stock  Options awarded under  the  Plan  not
     previously   exercisable  and  vested  shall  become   fully
     exercisable and vested.

            (ii)    The  restrictions  and  deferral  limitations
     applicable  to any Restricted Stock, Deferred  Stock,  Stock
     Purchase  Rights, Other Stock Based Awards  and  Performance
     Related  Awards,  in  each case to the  extent  not  already
     vested  under  the  Plan, shall lapse and  such  shares  and
     awards  shall  be  deemed fully vested and  any  Performance
     Criteria shall be deemed met at target.

           (iii)  The value of all outstanding LTIP Awards to the
     extent vested may at the sole discretion of the Committee at
     or after grant but prior to any Change in Control, be cashed
     out on the basis of the "Change in Control Price" as defined
     in  Section  12(d) as of the date such Change in Control  or
     such  Potential  Change  in Control is  determined  to  have
     occurred  or such other date as the Committee may  determine
     prior to the Change in Control.

      (b)   Definition of "Change in Control".  For  purposes  of
Section 12 (a), a "Change in Control" means the happening of  any
of the following:

          (i)  When any "person" as defined in Section 3(a)(9) of
     the  Exchange  Act and as used in Sections 13(d)  and  14(d)
     thereof, including a "group" as defined in Section 13(d)  of
     the  Exchange Act but excluding the Company, any  Subsidiary
     or  any employee benefit plan sponsored or maintained by the
     Company  or  any Subsidiary (including any trustee  of  such
     plan acting as trustee), directly or indirectly, becomes the
     "beneficial  owner"  (as defined in  Rule  13d-3  under  the
     Exchange  Act, as amended from time to time), of  securities
     of the Company representing fifteen percent (15%) or more of
     the  combined voting power of the Company's then outstanding
     securities;

           (ii)  The individuals who, as of the Effective Date of
     this  Plan,  constitute  the Board (the  "Incumbent  Board")
     cease  for  any reason to constitute at least a majority  of
     the Board; provided, however, that any individual becoming a
     director subsequent to the Effective Date of the Plan  whose
     election,  or  nomination  for  election  by  the  Company's
     shareholders, was approved by a vote of at least a  majority
     of  the directors then comprising the Incumbent Board  shall
     be considered as though such individual were a member of the
     Incumbent Board, but excluding, for this purpose,  any  such
     individual

<PAGE> 24
     whose initial assumption of office occurs as a result of  an
     actual  or threatened election contest with respect  to  the
     election  or  removal  of  directors  or  other  actual   or
     threatened  solicitation of proxies or  consents  by  or  on
     behalf of a Person other than the Board; or

           (iii)   Consummation  of a reorganization,  merger  or
     consolidation  or  sale  or  other  disposition  of  all  or
     substantially  all  of  the assets of  the  Company  or  the
     acquisition  of assets of another corporation  (a  "Business
     Combination"), in each case, unless, following such Business
     Combination, (A) all or substantially all of the individuals
     and  entities  who were the beneficial owners, respectively,
     of  the then outstanding shares of Stock of the Company  and
     the  combined  voting power of the then  outstanding  voting
     securities of the Company entitled to vote generally in  the
     election  of  directors immediately prior to  such  Business
     Combination  beneficially own, directly or indirectly,  more
     than   sixty  percent  (60%)  of,  respectively,  the   then
     outstanding  shares of common stock and the combined  voting
     power of the then outstanding voting securities entitled  to
     vote generally in the election of directors, as the case may
     be,   of   the  corporation  resulting  from  such  Business
     Combination  (including, without limitation,  a  corporation
     which  as  a result of such transaction owns the Company  or
     all  or  substantially  all of the Company's  assets  either
     directly or through one or more subsidiaries), (B) no Person
     (excluding any employee benefit plan (or related  trust)  of
     the Company or such corporation resulting from such Business
     Combination)  beneficially  owns,  directly  or  indirectly,
     fifteen  percent  (15%) or more of, respectively,  the  then
     outstanding  shares  of  common  stock  of  the  corporation
     resulting  from  such Business Combination or  the  combined
     voting  power  of the then outstanding voting securities  of
     such  corporation except to the extent that  such  ownership
     existed prior to the Business Combination, and (C) at  least
     a  majority of the members of the board of directors of  the
     corporation  resulting from such Business  Combination  were
     members  of the Incumbent Board at the time of the execution
     of  the  initial agreement, or of the action of  the  Board,
     providing for such Business Combination; or

           (iv)  Approval by the shareholders of the Company of a
     complete liquidation or dissolution of the Company.

      (c)  Definition of Potential Change in Control For purposes
of  Section  12(a),  a "Potential Change in  Control"  means  the
happening of any one of the following:

          (i) The approval by shareholders of an agreement by the
     Company, the consummation of which would result in a  Change
     in Control of the Company as defined in Section 12(b); or

          (ii)  The acquisition of beneficial ownership, directly
     or  indirectly, by any entity, person or group  (other  than
     the  Company or a Subsidiary or any Company employee benefit
     plan  (including  any trustee of such plan  acting  as  such
     trustee)  of  securities  of the Company  representing  five
     percent  (5%)  or more of the combined voting power  of  the
     Company's  outstanding securities and the  adoption  by  the
     Board of a resolution to the

<PAGE> 25
     effect that a Potential Change in Control of the Company has
     occurred for purposes of this Plan.

      (d)   Change  in  Control Price For the  purposes  of  this
Section 12, "Change in Control Price" means the highest price per
share  paid  in  any transaction reported on the New  York  Stock
Exchange  Composite Index, or paid or offered in  any  bona  fide
transaction related to a potential or actual Change in Control of
the  Company  at  any  time  during the  sixty  (60)  day  period
immediately  preceding the occurrence of the  Change  in  Control
(or, where applicable, the occurrence of the Potential Change  in
Control  event),  in  each case as determined  by  the  Committee
except  that,  in the case of Incentive Stock Options  and  Stock
Appreciation  Rights  relating to Incentive Stock  Options,  such
price  shall be based only on transactions reported for the  date
on  which  the optionee exercises such Stock Appreciation  Rights
or,  where  applicable, the date on which a cashout occurs  under
Section 12(a)(iii).

     SECTION 13.  Amendments and Termination.

      The Board may amend, alter, or discontinue the Plan, but no
amendment,  alteration, or discontinuation shall  be  made  which
would  impair the rights of an optionee or participant  under  an
LTIP  Award  theretofore  granted,  without  the  optionee's   or
participant's consent.

      The  Committee may amend the terms of any Stock  Option  or
other  award theretofore granted, prospectively or retroactively,
but  subject  to Section 3 above, no such amendment shall  impair
the  rights  of  any  holder without the holder's  consent.   The
Committee  may  also substitute new Stock Options for  previously
granted  Stock  Options  (on  a one  for  one  or  other  basis),
including  previously granted Stock Options having higher  option
exercise prices.

      Subject to the above provisions, the Board shall have broad
authority  to  amend  the Plan to take into  account  changes  in
applicable securities and tax laws and accounting rules, as  well
as other developments.

     SECTION 14.  Unfunded Status of Plan.

      The  Plan is intended to constitute an "unfunded" plan  for
incentive  and  deferred  compensation.   With  respect  to   any
payments  not  yet  made  to a participant  or  optionee  by  the
Company, nothing contained herein shall give any such participant
or  optionee any rights that are greater than those of a  general
creditor  of the Company.  In its sole discretion, the  Committee
may  authorize  the creation of trusts or other  arrangements  to
meet  the obligations created under the Plan to deliver Stock  or
payments  in  lieu  of  or  with  respect  to  awards  hereunder;
provided, however, that unless the Committee otherwise determines
with  the  consent of the affected participant, the existence  of
such  trusts  or  other  arrangements  is  consistent  with   the
"unfunded" status of the Plan.

<PAGE> 26
     SECTION 15.  General Provisions.

     (a)  The Committee may require each person purchasing shares
pursuant  to  a  Stock Option or other award under  the  Plan  to
represent  to  and  agree with the Company in  writing  that  the
optionee or participant is acquiring the shares without a view to
distribution  thereof.   The certificates  for  such  shares  may
include  any  legend  which the Committee  deems  appropriate  to
reflect any restrictions on transfer.

      All  certificates for shares of Stock or  other  securities
delivered  under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable
under  the  rules,  regulations, and other  requirements  of  the
Securities and Exchange Commission, any stock exchange upon which
the  Stock  is then listed, and any applicable Federal  or  state
securities  law, and the Committee may cause a legend or  legends
to  be put on any such certificates to make appropriate reference
to such restrictions.

      (b)  Nothing contained in this Plan shall prevent the Board
from  adopting  other  or  additional compensation  arrangements,
subject to stockholder approval if such approval is required, and
such   arrangements  may  be  either  generally   applicable   or
applicable only in specific cases.

      (c)   The  adoption of the Plan shall not confer  upon  any
employee of the Company or any Subsidiary or Affiliate any  right
to  continued  employment with the Company  or  a  Subsidiary  or
Affiliate, as the case may be, nor shall it interfere in any  way
with  the  right of the Company or a Subsidiary or  Affiliate  to
terminate the employment of any of its employees at any time.

      (d)   No  later than the date as of which an  amount  first
becomes  includible  in the gross income of the  participant  for
federal  income tax purposes with respect to any award under  the
Plan,  the  participant  shall  pay  to  the  Company,  or   make
arrangements satisfactory to the Committee regarding the  payment
of,  any  federal, state, or local taxes of any kind required  by
law to be withheld with respect to such amount.  Unless otherwise
determined  by  the  Committee, withholding  obligations  may  be
settled  with  Stock, including Stock that is part of  the  award
that  gives rise to the withholding requirement.  The obligations
of  the  Company  under  the Plan shall be  conditional  on  such
payment  or arrangements and the Company and its Subsidiaries  or
Affiliates shall, to the extent permitted by law, have the  right
to  deduct  any such taxes from any payment of any kind otherwise
due to the participant.

      (e)   The  actual  or deemed reinvestment of  dividends  or
dividend  equivalents  in  additional  Restricted  Stock  (or  in
Deferred Stock or other types of Plan awards) at the time of  any
dividend  payment shall only be permissible if sufficient  shares
of  Stock  are  available under Section 3 for  such  reinvestment
(taking  into  account  then  outstanding  Stock  Options,  Stock
Purchase Rights and other Plan awards).


<PAGE> 27
      (f) The Committee may permit a Participant to postpone  the
delivery  of  Stock under any award, including  a  Stock  Option,
under  the  Plan upon such terms and conditions as the  Committee
shall determine.

      (g)   The  Plan  and  all  awards made  and  actions  taken
thereunder shall be governed by and construed in accordance  with
the laws of the State of Delaware.

     SECTION 16.  Effective Date of Plan.

      The Plan shall be effective as of May 21, 1998, assuming it
is approved by a majority of the votes cast at the annual meeting
of shareholders held on or before then.

     SECTION 17.  Term of Plan.

      No  LTIP Award shall be granted pursuant to the Plan on  or
after  the tenth anniversary of the date of shareholder approval,
but  awards  granted prior to such tenth anniversary  may  extend
beyond that date, in accordance with the terms of such awards.

     SECTION 18.  Applicability to Grants under 1988 Plan.

      The provisions of the Plan relating to stock options, stock
appreciation  rights,  restricted stock  awards,  deferred  stock
awards,  stock  purchase  rights,  other  stock-based  awards  or
performance  related awards shall apply to, and  govern  existing
and   subsequent   stock  options,  stock  appreciation   rights,
restricted  stock awards, deferred stock awards,  stock  purchase
rights,  other  stock-based awards or performance related  awards
granted under the 1988 Long Term Incentive Plan, as amended.


<PAGE> 28
                         June 16, 1998



AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616


           Registration Statement on Form S-8 relating
              to the 1998 Long-Term Incentive Plan

Ladies and Gentlemen:

          I am Senior Vice President and General Counsel of AMR
Corporation, a Delaware corporation, and as such I am delivering
this opinion to you in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") relating to 10,000,000 shares (the
"Shares") of the Common Stock, par value $1.00 per share, of AMR
Corporation, which will be awarded in accordance with the 1998
Long-Term Incentive Plan (the "Plan").

          In so acting, I have examined the Plan and have
examined and relied upon the originals, or copies certified to my
satisfaction, of such records, documents or other instruments as
in my judgement are necessary or appropriate to enable me to
render the opinion set forth below.

          Based upon the foregoing, I am of the opinion that the
Shares have been duly authorized and, when duly awarded in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.

          I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.

                              Very truly yours,

                              /s/ Anne H. McNamara

                              Anne H. McNamara
                              Senior Vice President
                              and General Counsel
                                
<PAGE> 29
                   CONSENT OF INDEPENDENT AUDITORS


          We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the AMR
Corporation 1998 Long-Term Incentive Plan of our report dated
January 19, 1998, except for Note 8, as to which the date is June
9, 1998, with respect to the consolidated financial statements
and schedule of AMR Corporation included in its Annual Report on
Form 10-K/A No. 1 for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP


Dallas, Texas
June 9, 1998


<PAGE> 30
                        POWER OF ATTORNEY


     The undersigned, Chairman of the Board of AMR Corporation, a
Delaware corporation (the "Corporation"), does hereby constitute
and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 20th day of May, 1998.



                                   /s/ Donald J. Carty
                                   Donald J. Carty

Witness:


/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 31
                        POWER OF ATTORNEY

     The undersigned, Senior Vice President and Chief Financial
Officer of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H.
McNamara and Charles D. MarLett, and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his
behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.


                                   /s/ Gerard J. Arpey
                                   Gerard J. Arpey

Witness:


/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 32
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ David L. Boren
                                   David L. Boren

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 33
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.



                                   /s/ Edward A. Brennan
                                   Edward A. Brennan

Witness:


/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 34
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Armando M. Codina
                                   Armando M. Codina

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 35
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)   any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 28th day of April, 1998.




                                   /s/ Charles T. Fisher, III
                                   Charles T. Fisher, III

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 36
                        POWER OF ATTORNEY

     The undersigned, Director of the Board of AMR Corporation, a
Delaware corporation (the "Corporation"), does hereby constitute
and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.



                                   /s/ Earl G. Graves
                                   Earl G. Graves

Witness:


/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 37
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Dee J. Kelly
                                   Dee J. Kelly

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 38
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Ann D. McLaughlin
                                   Ann D. McLaughlin

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 39
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Charles H. Pistor, Jr.
                                   Charles H. Pistor, Jr.

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 40
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Joe M. Rodgers
                                   Joe M. Rodgers

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 41
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Judith Rodin
                                   Judith Rodin

Witness:

/s/ Charles D. MarLett
Charles D. MarLett

<PAGE> 42
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.




                                   /s/ Maurice Segall
                                   Maurice Segall

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 103037}]
{"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": "333-56947", "film-number": "98649017"}, "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"}}
1
As filed with the Securities and Exchange Commission on
                June 16, 1998
                      
                 Registration No.
______________________________________________________
     SECURITIES AND EXCHANGE COMMISSION
           Washington, D.C.  20549
                 ___________
                  Form S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES
                 ACT OF 1993
                  ________
               AMR CORPORATION
(Exact Name of Registrant as Specified in Its
                  Charter)
                      
              Delaware                    75-1825172
(State of 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
                  1998 LONG-TERM INCENTIVE 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
  Title of      Amount      Proposed     Proposed    Amount of
 Securities     to be       Maximum      Maximum    Registration
   to be      Registered    Offering    aggregate     Fee (2)
 Registered      (1)        Price per    Offering         
                            Share (2)     Price           
                                         (1) (2)          
   Common     10,000,000   $78.09375  $780,937,500    $230,377
   Stock,       shares                    
 par value
 $1.00 per
   share

(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 1998 Long-Term
     Incentive 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
     June  12,  1998,  as  reported in  a  summary  of  composite
     transactions  for securities listed on the  New  York  Stock
     Exchange.
2
                             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 I 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 I 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/A No. 1
     for the fiscal year ended December 31, 1997 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/A No. 1,
     for the quarter ended March 31, 1998 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 15, 1998

          (4) 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 May 20, 1998.

          (5) 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.
3
Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

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

Item 6.   Indemnification of Officers and Directors.

          Section 145 of the Delaware General Corporation Law
(the "DGCL") permits a Delaware corporation to include a
provision in its Certificate of Incorporation, and the Company's
Certificate of Incorporation so provides, which eliminates or
limits the personal liability of a director to a corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not
eliminate or limit the liability of a director: (i) for any such
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
law; (iii) under Section 174 of the DGCL, which makes directors
personally liable for unlawful dividends or unlawful stock
repurchases or redemptions; or (iv) for any transaction from
which the director derives an improper personal benefit.

          Under the DGCL and the Company's Certificate of
Incorporation, directors and officers may be indemnified against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with 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 (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the Company and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.  In
derivative actions, indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense
or settlement of such an action and, in the event such person
shall have been adjudged to be liable to the corporation, only to
the extent that a proper court shall have determined that such
person is fairly and reasonably entitled to indemnity for such
expenses.

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

Item 8.   Exhibits.

4.1            AMR Corporation 1998 Long-Term Incentive Plan
4
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:

          vi)  To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

          vi)  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;

          vi)  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.
5
       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of Registrants'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 this 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 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 of 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.

                           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 16th day of June,
1998.

AMR CORPORATION

                              By: /s/ Anne H. McNamara
                                   Anne H. McNamara
                                   Senior Vice President and
                                   General Counsel
6
          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 dates indicated.

Signatures                 Title                  Date
                                                  
                                                  
         *                 Chairman of the        June 16, 1998
Donald J. Carty            Board, President and
                           Chief Executive
                           Officer (Principal
                           Executive Officer)
         *                 Senior Vice President  June 16, 1998
Gerard J. Arpey            and Chief Financial
                           Officer (Principal
                           Financial and
                           Accounting Officer)
                                                  
         *                 Director               June 16, 1998
David L. Boren             
                                                  
         *                 Director               June 16, 1998
Edward A. Brennan
                                                  
         *                 Director               June 16, 1998
Armando M. Codina

                                                  
         *                 Director               June 16, 1998
Charles T. Fisher, III
                                                  
         *                 Director               June 16, 1998
Earl G. Graves
                                                  
         *                 Director               June 16, 1998
Dee J. Kelly
                                                  
         *                 Director               June 16, 1998
Ann D. McLaughlin
7
                                                  
         *                 Director               June 16, 1998
Charles H. Pistor, Jr.

                                                  
         *                 Director               June 16, 1998
Joe M. Rodgers                                    

                                                  
         *                 Director               June 16, 1998
Judith Rodin                                      

                                                  
         *                 Director               June 16, 1998
Maurice Segall

                                                  

* By:/s/ Charles D. MarLett
     Charles D. MarLett
     Attorney-in-Fact
8
     This document constitutes part of a prospectus covering securities
        that have been registered under the Securities Act of 1933

                         AMR CORPORATION
                  1998 LONG TERM INCENTIVE PLAN

                                                                 
                                                                 
                                                                 
   This document is delivered in accordance with Section 10(a)
          of the Securities Act of 1933
9
                         AMR CORPORATION
                  1998 LONG TERM INCENTIVE PLAN
                                
     SECTION 1.  Purpose, Definitions.

      The purpose of the AMR Corporation 1998 Long Term Incentive
Plan (the "Plan") is to enable AMR Corporation (the "Company") to
attract, retain and reward key employees of the Company  and  its
Subsidiaries  and  Affiliates, and strengthen  the  mutuality  of
interests   between   such  key  employees  and   the   Company's
shareholders,  by  offering such key employees  performance-based
stock  incentives and/or other equity interests  or  equity-based
incentives   in   the   Company,  as  well  as  performance-based
incentives payable in cash.

      For  purposes  of the Plan, the following  terms  shall  be
defined as set forth below:

     (a)  "Affiliate" means any entity other than the Company and
its   Subsidiaries  that  is  designated  by  the  Board   as   a
participating employer under the Plan, provided that the  Company
directly or indirectly owns at least twenty percent (20%) of  the
combined  voting power of all classes of stock of such entity  or
at  least twenty percent (20%) of the ownership interests in such
entity.

     (b)  "Board" means the Board of Directors of the Company.

      (c)   "Book Value" means, as of any given date,  on  a  per
share basis (1) the Stockholders' Equity in the Company as of the
end  of the immediately preceding fiscal year as reflected in the
Company's consolidated balance sheet, subject to such adjustments
as the Committee shall specify, divided by (2) the number of then
outstanding shares of Stock as of such year-end date (as adjusted
by the Committee for subsequent events).

      (d)  "Cause" means a felony conviction of a participant  or
the failure of a participant to contest prosecution for a felony,
or a participant's willful misconduct or dishonesty, any of which
is  directly and materially harmful to the business or reputation
of the Company or any Subsidiary or Affiliate.

      (e)   "Code"  means the Internal Revenue Code of  1986,  as
amended from time to time, and any successor thereto.

      (f)  "Committee" means the Committee referred to in Section
2  of  the Plan.  If at any time no Committee shall be in office,
then  the functions of the Committee specified in the Plan  shall
be exercised by the Board.

       (g)    "Company"  means  AMR  Corporation,  a  corporation
organized  under  the  laws  of the State  of  Delaware,  or  any
successor corporation.
10
      (h)   "Deferred  Stock"  means an award  made  pursuant  to
Section  8 below of the right to receive Stock at the  end  of  a
specified deferral period.

      (i)   "Disability"  means disability  as  determined  under
procedures  established by the Committee  for  purposes  of  this
Plan.

      (j)   "Early Retirement" means retirement, with the express
consent for purposes of this Plan of the Company at or before the
time  of such retirement, from active employment with the Company
and any Subsidiary or Affiliate.

      (k)   "Exchange Act" means the Securities Exchange  Act  of
1934, as amended from time to time, and any successor thereto.

     (l)  "Fair Market Value" means, as of any given date, unless
otherwise  determined by the Committee in good  faith,  the  mean
between the highest and lowest quoted selling price, regular way,
of  the Stock on the New York Stock Exchange or, if no such  sale
of  Stock occurs on the New York Stock Exchange on such date, the
fair market value of the Stock as determined by the Committee  in
good faith.

      (m)   "Incentive  Stock  Option"  means  any  Stock  Option
intended  to  be  and designated as an "Incentive  Stock  Option"
within the meaning of Section 422 of the Code.

      (n)   "Non-Qualified Stock Option" means any  Stock  Option
that is not an Incentive Stock Option.

      (o)   "Normal  Retirement"  means  retirement  from  active
employment  with  the  Company and any  Subsidiary  or  Affiliate
pursuant   to  the  applicable  retirement  provisions   of   the
applicable pension plan of such entity.

      (p)  "Other Stock Based Award" means an award under Section
10  below that is valued in whole or in part by reference to,  or
is otherwise based on, Stock.

      (q)   "Performance  Related Awards"  means  an  award  made
pursuant  to  Section 11 of Restricted Stock, Deferred  Stock  or
Other  Stock Based Awards upon the determination by the Committee
that  performance  objectives established by the  Committee  have
been attained, in whole or in part.

      (r)   "Plan"  means  this AMR Corporation  1998  Long  Term
Incentive Plan, as may be  amended from time to time.

      (s)   "Restricted Stock" means an award of shares of  Stock
that is subject to restrictions under Section 7 below.
11
     (t)  "Retirement" means Normal or Early Retirement.

      (u)   "Stock" means the Common Stock, $1.00 par  value  per
share, of the Company.

      (v)  "Stock Appreciation Right" means the right pursuant to
an  award  granted  under Section 6 below  to  surrender  to  the
Company all (or a portion) of a Stock Option in exchange  for  an
amount equal to the difference between (i) the Fair Market Value,
as  of  the  date such Stock Option (or such portion thereof)  is
surrendered, of the shares of Stock covered by such Stock  Option
(or  such  portion  thereof), subject, where applicable,  to  the
pricing  provisions  in Section 6(b)(ii) and (ii)  the  aggregate
exercise price of such Stock Option (or such portion thereof).

     (w)  "Stock Option" or "Option" means any option to purchase
shares  of Stock (including Restricted Stock and Deferred  Stock,
if  the  Committee so determines) granted pursuant to  Section  5
below.

      (x)   "Stock  Purchase Right" means the right  to  purchase
Stock pursuant to Section 9.

      (y)   "Subsidiary" means any corporation  (other  than  the
Company) in an unbroken chain of corporations beginning with  the
Company  if  each  of  the  corporations  (other  than  the  last
corporation  in  the unbroken chain) owns stock possessing  fifty
percent (50%) or more of the total combined voting power  of  all
classes of stock in one of the other corporations in the chain.

      In  addition, the terms "Performance Criteria", "Change  in
Control,"  "Potential Change in Control" and "Change  in  Control
Price"  shall  have  the  meanings set  forth,  respectively,  in
Sections 11(a), 12(b), (c) and (d) below.

     SECTION 2.  Administration.

      The  Plan shall be administered by a committee of not  less
than  two  members of the Board, who shall be appointed  by,  and
serve at the pleasure of, the Board.  In selecting the members of
the Committee, the Board shall take into account the requirements
for  the  members  of  the Committee to be  treated  as  "Outside
Directors" within the meaning of Section 162(m) of the  Code  and
"Non-Employee   Directors"  for  purposes  of  Rule   16b-3,   as
promulgated under Section 16 of the Exchange Act.  The  functions
of  the Committee specified in the Plan shall be exercised by the
Board,  if  and to the extent that no Committee exists which  has
the  authority to so administer the Plan, or to the  extent  that
the  Committee is not comprised solely of Non-Employee  Directors
for  purposes of Rule 16b-3, as promulgated under Section  16  of
the Exchange Act.

      The  Committee shall have full authority to grant, pursuant
to  the  terms  of the Plan, to officers and other key  employees
eligible  under Section 4: (i) Stock Options and Incentive  Stock
Options; (ii) Stock Appreciation Rights; (iii) Restricted  Stock;
(iv)  Deferred Stock; (v) Stock Purchase Rights (vi) Other  Stock
Based   Awards;   and/or   (vii)   Performance   Related   Awards
(collectively, the "LTIP Awards").
12
     In particular the Committee shall have the authority:

           (i)  to select the officers and other key employees of
     the Company and its Subsidiaries and Affiliates to whom LTIP
     Awards may from time to time be granted hereunder;
           (ii)   to  determine whether and to what  extent  LTIP
     Awards,  or  any  combination thereof,  are  to  be  granted
     hereunder to one or more eligible employees;

           (iii)  subject to the provisions of Sections 3, 5  and
     11,  to determine the number of shares to be covered by each
     such award granted hereunder;

           (iv)   to  determine  the terms  and  conditions,  not
     inconsistent  with  the  terms of the  Plan,  of  any  award
     granted hereunder (including, but not limited to, the  share
     price  and  any  restriction or limitation, or  any  vesting
     acceleration or waiver of forfeiture restrictions  regarding
     any  Stock Option or other award and/or the shares of  Stock
     relating thereto, based in each case on such factors as  the
     Committee shall determine in its sole discretion);

           (v)   to  determine whether, to what extent and  under
     what  circumstances a Stock Option may be settled  in  cash,
     Restricted Stock and/or Deferred Stock under Section 5(k) or
     5(1), as applicable, instead of Stock;

           (vi)   to determine whether, to what extent and  under
     what  circumstances an award of Restricted Stock or Deferred
     Stock may be settled in cash;

           (vii)  to determine whether, to what extent and  under
     what  circumstances Option grants and/or other awards  under
     the Plan and/or other cash awards made by the Company are to
     be  made,  and  operate, on a tandem basis  vis-a-vis  other
     awards under the Plan and/or cash awards made outside of the
     Plan, or on an additive basis;

           (viii)  to determine whether, to what extent and under
     what  circumstances  Stock and other  amounts  payable  with
     respect to an award under this Plan shall be deferred either
     automatically   or  at  the  election  of  the   participant
     (including providing for and determining the amount (if any)
     of  any  deemed earnings on any deferred amount  during  any
     deferral period);

            (ix)    to   determine  the  terms  and  restrictions
     applicable to Stock Purchase Rights and the Stock  purchased
     by exercising such Rights;

           (x)  with respect to an award of Restricted Stock,  to
     determine  whether the right to vote will  be  granted  with
     such  award  and/or  whether  any  dividends  declared  with
     respect  to  such  award will be paid  in  cash,  additional
     Restricted Stock, Deferred Stock, Other Stock Based  Awards,
     or not at all; and
13
           (xi)  with respect to an award of Deferred  Stock,  to
     determine  whether any dividends declared  with  respect  to
     such   award  will  be  paid  in  cash,  Restricted   Stock,
     additional Deferred Stock, Other Stock Based Awards, or  not
     at all.

      The Committee shall have the authority: to adopt, alter and
repeal such rules, guidelines and practices governing the Plan as
it  shall,  from time to time, deem advisable; to  interpret  the
terms  and provisions of the Plan and any award issued under  the
Plan  (and  any  agreements relating thereto); and  to  otherwise
supervise the administration of the Plan.

      All  decisions  made  by  the  Committee  pursuant  to  the
provisions  of  the  Plan shall be made in the  Committee's  sole
discretion  and  shall  be  final and  binding  on  all  persons,
including the Company and Plan participants.

     SECTION 3. Stock Subject to Plan.

      The  total number of shares of Stock reserved and available
for  distribution under the Plan shall be 5,000,000 shares,  plus
any  shares remaining available for issuance under the 1988  Long
Term Incentive Plan, as amended, as of the Effective Date hereof.
Such  shares may consist, in whole or in part, of authorized  and
unissued shares or treasury shares.

      Subject  to Section 6(b)(iv) below, if any shares of  Stock
that have been optioned cease to be subject to a Stock Option, or
if  any  such shares of Stock that are subject to any  Restricted
Stock  or Deferred Stock award, Stock Purchase Right, Other Stock
Based  Award  or Performance Related Award granted  hereunder  or
granted under the 1988 Long Term Incentive Plan, as amended,  are
forfeited  or  any  such  award otherwise  terminates  without  a
payment  being made to the participant in the form  of  Stock  or
cash  equivalent value, such shares shall again be available  for
distribution in connection with future awards under the Plan.

      In  the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change  in
corporate  structure  affecting the Stock, such  substitution  or
adjustment  shall  be  made  in the aggregate  number  of  shares
reserved  for issuance under the Plan, in the number  and  option
price of shares subject to outstanding Options granted under  the
Plan,  in  the  number and purchase price of  shares  subject  to
outstanding  Stock Purchase Rights under the  Plan,  and  in  the
number  of  shares  subject to other outstanding  awards  granted
under  the  Plan  as may be determined to be appropriate  by  the
Committee,  in its sole discretion, provided that the  number  of
shares subject to any award shall always be a whole number.  Such
adjusted option price shall also be used to determine the  amount
payable   by  the  Company  upon  the  exercise  of   any   Stock
Appreciation Right associated with any Stock Option.

     SECTION 4.  Eligibility.

      Officers  and  other key employees of the Company  and  its
Subsidiaries  and  Affiliates  (but  excluding  members  of   the
Committee and any person who serves only as a director) who are
14
responsible for, or contribute to, the management, growth  and/or
profitability  of  the  business  of  the  Company   and/or   its
Subsidiaries  and  Affiliates are eligible for awards  under  the
Plan.

     SECTION 5.  Stock Options.

      Stock Options may be granted alone, in addition to,  or  in
tandem  with,  other awards granted under the  Plan.   Any  Stock
Option  granted  under the Plan shall be  in  such  form  as  the
Committee may from time to time approve.

      Stock  Options granted under the Plan may be of two  types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options.

      The  Committee  shall have the authority to  grant  to  any
optionee Incentive Stock Options, Non-Qualified Stock Options, or
both  types of Stock Options (in each case with or without  Stock
Appreciation Rights); provided that, in no event shall the number
of  shares of Stock subject to any Stock Options granted  to  any
employee during any calendar year exceed 250,000 shares, as  such
number may be adjusted pursuant to Section 3.

      Options  granted  under the Plan shall be  subject  to  the
following  terms and conditions and shall contain such additional
terms  and  conditions, not inconsistent with the  terms  of  the
Plan, as the Committee shall deem desirable:

      (a)   Option  Price.  The option price per share  of  Stock
purchasable  under  a  Stock Option shall be  determined  by  the
Committee at the time of grant.

      (b)   Option Term.  The term of each Stock Option shall  be
fixed  by the Committee, but no Stock Option shall be exercisable
more than ten (10) years after the date the Option is granted.

      (c)  Exercisability.  Stock Options shall be exercisable at
such  time  or times and subject to such terms and conditions  as
shall  be  determined by the Committee; provided,  however,  that
except  as determined by the Committee, no Stock Option shall  be
exercisable  prior to the first anniversary date of the  granting
of   the  Option.   If  the  Committee  provides,  in  its   sole
discretion,  that  any  Stock  Option  is  exercisable  only   in
installments,  the Committee may waive such installment  exercise
provisions at any time in whole or in part, based on such factors
as the Committee shall determine, in its sole discretion.

      (d)   Method  of exercise.  Subject to whatever installment
exercise  provisions  apply under Section  5(c)  and  subject  to
whatever  restrictions  may  be imposed  by  the  Company,  Stock
Options  may be exercised in whole or in part at any time  during
the  option period, by giving written notice of exercise  to  the
Company specifying the number of shares to be purchased.

      Such notice shall be accompanied by payment in full of  the
purchase   price.   Without  limiting  the  generality   of   the
foregoing, payment of the option price may be made (i) in cash or
its
15
equivalent,  (ii)  by exchanging shares of  Stock  owned  by  the
optionee  (which  are  not the subject of  any  pledge  or  other
security  interest),  including in the case  of  a  Non-Qualified
Stock  Option, Restricted Stock or Deferred Stock subject  to  an
award  hereunder (or an award under the terms of  the  1988  Long
Term  Incentive  Plan, as amended), (iii) through an  arrangement
with  a  broker  approved by the Company whereby payment  of  the
exercise price is accomplished with the proceeds of the  sale  of
Stock, or (iv) by any combination of the foregoing, provided that
the  combined value of all cash and cash equivalents paid and the
Fair  Market Value of any such Stock so tendered to the  Company,
valued  as of the date of such tender, is at least equal to  such
option price.

      If  payment of the option exercise price of a Non-Qualified
Stock  Option  is  made  in whole or  in  part  in  the  form  of
Restricted  Stock  or  Deferred Stock, such Restricted  Stock  or
Deferred  Stock  (and  any replacement shares  relating  thereto)
shall remain (or be) restricted or deferred, as the case may  be,
in  accordance  with the original terms of the  Restricted  Stock
award  or  Deferred Stock award in question, and  any  additional
Stock  received upon the exercise shall be subject  to  the  same
forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion.

      No  shares  of  Stock shall be issued  until  full  payment
therefor  has  been made.  An optionee shall generally  have  the
rights to dividends or other rights of a shareholder with respect
to  shares  subject  to the Option when the  optionee  has  given
written  notice  of exercise, has paid in full for  such  shares,
and,  if  requested,  has given the representation  described  in
Section 15(a).

     (e)  Transferability of Options.  Unless the Committee shall
permit  (on  such terms and conditions as it shall establish)  an
Option  to  be  transferred  to  a member  of  the  Participant's
immediate family or to a trust or similar vehicle for the benefit
of  such  immediate family members, no Option shall be assignable
or  transferable  except  by will or  the  laws  of  descent  and
distribution, and except to the extent required by law, no  right
or  interest  of any Participant shall be subject  to  any  lien,
obligation or liability of the Participant.

      (f)  Termination by Death.  Subject to Section 5(j), if  an
optionee's  employment  by  the Company  and  any  Subsidiary  or
Affiliate terminates by reason of death, any Stock Option held by
such optionee may thereafter be exercised in accordance with  the
terms and conditions established by the Committee.

      (g)   Termination  by  Reason of  Disability.   Subject  to
Section 5(j), if an optionee's employment by the Company and  any
Subsidiary  or Affiliate terminates by reason of Disability,  any
Stock Option held by such optionee may thereafter be exercised by
the   optionee  in  accordance  with  the  terms  and  conditions
established  by  the Committee.  In the event of  termination  of
employment by reason of Disability, if an Incentive Stock  Option
is  exercised  after the expiration of the exercise periods  that
apply  for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
16
      (h)   Termination  by  Reason of  Retirement.   Subject  to
Section 5(j), if an optionee's employment by the Company and  any
Subsidiary or Affiliate terminates by reason of Normal  or  Early
Retirement, any Stock Option held by such optionee may thereafter
be  exercised  by the optionee in accordance with the  terms  and
conditions  established  by  the  Committee.   In  the  event  of
termination  of  employment  by  reason  of  Retirement,  if   an
Incentive Stock Option is exercised after the expiration  of  the
exercise  periods that apply for purposes of Section 422  of  the
Code,  such  Stock Option will thereafter be treated  as  a  Non-
Qualified Stock Option.

      (i)  Other Termination.  Unless otherwise determined by the
Committee,  if  an optionee's employment by the  Company  or  any
Subsidiary  or  Affiliate terminates for any  reason  other  than
death, Disability or Normal or Early Retirement, the Stock Option
shall thereupon terminate.

      (j)  Incentive Stock Options.  Anything in the Plan to  the
contrary  notwithstanding,  no term  of  this  Plan  relating  to
Incentive Stock Options shall be interpreted, amended or altered,
nor  shall any discretion or authority granted under the Plan  be
so  exercised, so as to disqualify the Plan under Section 422  of
the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under such Section 422.

     (k)  Buyout Provisions.  The Committee may at any time offer
to  buy  out  for  a  payment in cash, Stock, Deferred  Stock  or
Restricted  Stock, an option previously granted hereunder,  based
on such terms and conditions as the Committee shall establish and
communicate  to the participant  at the time that such  offer  is
made.

      (l)   Settlement  Provisions.  If the option  agreement  so
provides  at  grant or is amended after grant, and prior  to  the
exercise,  to  so  provide  (with the  optionee's  consent),  the
Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take  the
form  of  Deferred or Restricted Stock, which shall be valued  on
the  date  of exercise on the basis of the Fair Market Value  (as
determined by the Committee) of such Deferred or Restricted Stock
determined without regard to the deferral limitations and/or  the
forfeiture restrictions involved.

     SECTION 6.  Stock Appreciation Rights.

      (a)  Grant and Exercise.  Stock Appreciation Rights may  be
granted  in  conjunction with all or part  of  any  Stock  Option
granted  under  the  Plan.  In the case of a Non-Qualified  Stock
Option, such rights may be granted either at or after the time of
the  grant  of  such Stock Option.  In the case of  an  Incentive
Stock  Option,  such rights may be granted only at  the  time  of
grant of such Stock Option.

      A  Stock  Appreciation Right or applicable portion  thereof
granted with respect to a given Stock Option shall terminate  and
no  longer be exercisable upon the termination or exercise of the
related Stock Option, subject to such provisions as the Committee
may specify at grant where a
17
Stock Appreciation Right is granted with respect to less than the
full number of shares covered by a related Stock Option.

      A Stock Appreciation Right may be exercised by an optionee,
subject  to  Section  6(b),  in accordance  with  the  procedures
established  by  the  Committee for  such  purposes.   Upon  such
exercise,  the  optionee shall be entitled to receive  an  amount
determined  in  the  manner prescribed in  Section  6(b).   Stock
Options relating to exercised Stock Appreciation Rights shall  no
longer  be  exercisable  to the extent  that  the  related  Stock
Appreciation Rights have been exercised.

      (b)  Terms and Conditions.  Stock Appreciation Rights shall
be  subject  to such terms and conditions, not inconsistent  with
the  provisions of the Plan, as shall be determined from time  to
time by the Committee, including the following:

           (i)   Stock  Appreciation Rights shall be  exercisable
     only  at such time or times and to the extent that the Stock
     Options  to  which  they  relate  shall  be  exercisable  in
     accordance with the provisions of Section 5 and this Section
     6 of the Plan.

           (ii)  Upon the exercise of a Stock Appreciation Right,
     an  optionee shall be entitled to receive an amount in  cash
     and/or  shares of Stock equal in value to the excess of  the
     Fair  Market  Value of one share of Stock  over  the  option
     price  per  share  specified in  the  related  Stock  Option
     multiplied by the number of shares in respect of  which  the
     Stock Appreciation Right shall have been exercised, with the
     Committee having the right to determine the form of payment.
     When  payment is to be made in shares, the number of  shares
     to  be  paid  shall be calculated on the basis of  the  Fair
     Market Value of the shares on the date of exercise.

           (iii)  Stock Appreciation Rights shall be transferable
     only when and to the extent that the underlying Stock Option
     would be transferable under Section 5(e) of the Plan.

           (iv)  Upon the exercise of a Stock Appreciation Right,
     the  Stock  Option  or  part thereof  to  which  such  Stock
     Appreciation Right is related shall be deemed to  have  been
     exercised  for the purpose of the limitation  set  forth  in
     Section 3 of the Plan on the number of shares of Stock to be
     issued  under the Plan, but only to the extent of the number
     of  shares issued under the Stock Appreciation Right at  the
     time   of   exercise  based  on  the  value  of  the   Stock
     Appreciation Right at such time.

          (v)  The Committee, in its sole discretion, may provide
     that, in the event of a Change in Control and/or a Potential
     Change  in Control, the amount to be paid upon the  exercise
     of  a  Stock Appreciation Right shall be based on the Change
     in  Control  Price, subject to such terms and conditions  as
     the Committee may specify at grant.
18
     SECTION 7.  Restricted Stock
      (a)   Administration.  Shares of Restricted  Stock  may  be
issued  either  alone, in addition to, or in tandem  with,  other
awards  granted under the Plan and/or awards made outside of  the
Plan.   The  Committee  shall determine the eligible  persons  to
whom,  and the time or times at which, grants of Restricted Stock
will  be made, the number of shares to be awarded, the price  (if
any) to be paid by the recipient of Restricted Stock (subject  to
Section 7(b)), the time or times within which such awards may  be
subject to forfeiture, and all other terms and conditions of  the
awards.

      The  Committee may condition the grant of Restricted  Stock
upon  the  attainment of specified Performance Criteria  or  such
other  factors  as  the  Committee may  determine,  in  its  sole
discretion.

      The  provisions of Restricted Stock awards need not be  the
same with respect to each recipient.

      (b)  Awards and Certificates.  The prospective recipient of
a  Restricted Stock award shall not have any rights with  respect
to  such  award, unless and until such recipient has executed  an
agreement evidencing the award and has delivered a fully executed
copy thereof to the Company, and has otherwise complied with  the
applicable terms and conditions of such award.

           (i)  The purchase price for shares of Restricted Stock
     shall  be equal to or less than their par value and  may  be
     zero.

           (ii)   Awards  of  Restricted Stock must  be  accepted
     within  a reasonable period (or such specific period as  the
     Committee  may  specify at grant) after the award  date,  by
     executing  a  Restricted Stock Award  Agreement  and  paying
     whatever price (if any) is required under Section 7(b)(i).

           (iii)   Each participant receiving a Restricted  Stock
     award shall be issued a stock certificate in respect of such
     shares  of  Restricted  Stock.  Such  certificate  shall  be
     registered  in the name of such participant, and shall  bear
     an  appropriate  legend referring to the terms,  conditions,
     and restrictions applicable to such award.

           (iv)   The  Committee  shall require  that  the  stock
     certificates  evidencing such shares be held in  custody  by
     the  Company  until  the  restrictions  thereon  shall  have
     lapsed,  and  that, as a condition of any  Restricted  Stock
     award,  the participant shall have delivered a stock  power,
     endorsed  in  blank, relating to the Stock covered  by  such
     award.

      (c)  Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to this Section 7 shall be subject to  the
following restrictions and conditions:

           (i)  Subject  to the provisions of this Plan  and  the
     award  agreement,  during  a period  set  by  the  Committee
     commencing  with  the date of such award  (the  "Restriction
     Period"),  the participant shall not be permitted  to  sell,
     transfer, pledge or assign shares of Restricted
19
     Stock  awarded  under the Plan.  Within  these  limits,  the
     Committee, in its sole discretion, may provide for the lapse
     of  such restrictions in installments and may accelerate  or
     waive  such  restrictions in whole  or  in  part,  based  on
     service,  Performance Criteria and/or such other factors  as
     the Committee may determine, in its sole discretion.

           (ii)   If  and  when  the Restriction  Period  expires
     without  a prior forfeiture of the Restricted Stock  subject
     to  such Restriction Period, certificates for an appropriate
     number  of  unrestricted shares shall be  delivered  to  the
     participant promptly (unless the Committee decides  pursuant
     to Section 2(vi) to settle the award in cash).

          (iii) The voting rights and/or dividend rights, if any,
     of  the  Restricted Stock award established by the Committee
     pursuant to Section 2(x).

      (d)   Minimum Value Provisions.  In order to better  ensure
that  award  payments  actually reflect the  performance  of  the
Company  and  service  of  the  participant,  the  Committee  may
provide,  in  its sole discretion, for a tandem performance-based
or  other award designed to guarantee a minimum value, payable in
cash  or  Stock  to  the recipient of a Restricted  Stock  award,
subject  to  such Performance Criteria, future service,  deferral
and  other  terms  and  conditions as may  be  specified  by  the
Committee.

     SECTION 8.  Deferred Stock.

      (a)   Administration.  Deferred Stock may be awarded either
alone,  in  addition to, or in tandem with, other awards  granted
under  the  Plan  and/or awards made outside of  the  Plan.   The
Committee  shall determine the eligible persons to whom  and  the
time  or  times  at which Deferred Stock shall  be  awarded,  the
number  of shares of Deferred Stock to be awarded to any  person,
the  duration of the period (the "Deferral Period") during which,
and  the  conditions under which, receipt of the  Stock  will  be
deferred,  and  the other terms and conditions of  the  award  in
addition to those set forth in Section 8(b).

     The Committee may condition the grant of Deferred Stock upon
the  attainment of specified Performance Criteria or  such  other
factors or criteria as the Committee shall determine, in its sole
discretion.

     The provisions of Deferred Stock awards need not be the same
with respect to each recipient.

      (b)   Terms  and Conditions.  The shares of Deferred  Stock
awarded  pursuant  to  this Section 8 shall  be  subject  to  the
following terms and conditions:

           (i)   Subject to the provisions of this Plan  and  the
     award  agreement  referred  to in  Section  8(b)(iv)  below,
     Deferred   Stock   awards  may  not   be   sold,   assigned,
     transferred,  pledged  or otherwise  encumbered  during  the
     Deferral Period.  At the expiration of the
20
     Deferral Period (or the Elective Deferral Period referred to
     in  Section 8(b)(iii), where applicable), stock certificates
     shall   be  delivered  to  the  participant,  or  his  legal
     representative, in a number equal to the shares  covered  by
     the  Deferred  Stock  award (unless  the  Committee  decides
     pursuant to Section 2(vi) to settle the award in cash).

           (ii)   Based  on service, Performance Criteria  and/or
     such  other  factors  as the Committee  may  determine,  the
     Committee may, accelerate the vesting of all or any part  of
     any   Deferred   Stock  award  and/or  waive  the   deferral
     limitations for all or any part of such award.

          (iii)  A participant may elect to further defer receipt
     of  an award (or an installment of an award) for a specified
     period  or  until a specified event (the "Elective  Deferral
     Period"),  subject  in  each  case  to  such  terms  as  are
     determined  by  the Committee, all in its  sole  discretion.
     Subject  to  any  exceptions adopted by the Committee,  such
     election must generally be made at least twelve (12)  months
     prior to completion of the Deferral Period for such Deferred
     Stock award (or such installment).

           (iv)  Each award shall be confirmed by, and subject to
     the  terms  of, a Deferred Stock agreement executed  by  the
     Company and the participant.

           (v) The dividend rights, if any, of the Deferred Stock
     award  established  by  the Committee  pursuant  to  Section
     2(xi).

      (c)   Minimum Value Provisions.  In order to better  ensure
that  award  payments  actually reflect the  performance  of  the
Company  and  service  of  the  participant,  the  Committee  may
provide,  in  its sole discretion, for a tandem performance-based
or  other award designed to guarantee a minimum value, payable in
cash or Stock to the recipient of a Deferred Stock award, subject
to such performance, future service, deferral and other terms and
conditions as may be specified by the Committee.

     SECTION 9.  Stock Purchase Rights.

      (a)   Awards and Administration.  The Committee  may  grant
eligible  participants Stock Purchase Rights which  shall  enable
such participants to purchase Stock (including Deferred Stock and
Restricted Stock) at price(s) determined by the Committee  at  or
after grant, in its sole discretion

      The  Committee shall also impose such deferral,  forfeiture
and/or  other terms and conditions as it shall determine, in  its
sole  discretion, on such Stock Purchase Rights or  the  exercise
thereof.

      The  terms of Stock Purchase Rights awards need not be  the
same with respect to each participant.
21
      Each Stock Purchase Right award shall be confirmed by,  and
be subject to the terms of, a Stock Purchase Rights agreement.

       (b)   Exercisability.   Stock  Purchase  Rights  shall  be
exercisable for such period after grant as is determined  by  the
Committee.

     SECTION 10.  Other Stock Based Awards.

     (a)  Administration.  Other awards of Stock and other awards
that  are  valued  in whole or in part by reference  to,  or  are
otherwise   based   on,  Stock  ("Other  Stock  Based   Awards"),
including, without limitation, stock purchase rights, performance
shares,  convertible  preferred  stock,  convertible  debentures,
exchangeable  securities and Stock awards or  options  valued  by
reference to Book Value or subsidiary performance, may be granted
either  alone, in addition to, or in tandem with, Stock  Options,
Stock  Appreciation  Rights, Restricted  Stock,  Deferred  Stock,
Stock Purchase Rights or Performance Related Awards granted under
the Plan and/or cash awards made outside of the Plan.

      Subject to the provisions of the Plan, the Committee  shall
have  authority to determine the persons to whom and the time  or
times  at  which  such awards shall be made, the amount  of  such
awards,  and  all  other conditions of the awards  including  any
dividend  and/or voting rights.  The Committee may  also  provide
for  the  grant  of  Stock  upon the completion  of  a  specified
performance period.

      The provisions of Other Stock Based Awards need not be  the
same with respect to each recipient.

      (b)   Terms and Conditions.  Other Stock Based Awards  made
pursuant  to  this Section 10 shall be subject to  the  following
terms and conditions:

           (i)   Subject to the provisions of this Plan  and  the
     award  agreement  referred  to in Section  10(b)(ii)  below,
     awards made under this Section 10 may not be sold, assigned,
     transferred,  pledged or otherwise encumbered prior  to  the
     date on which any shares are issued or amounts are paid, or,
     if  later,  the  date  on which any applicable  restriction,
     performance or deferral period lapses.

           (ii)   Each  award  under this  Section  10  shall  be
     confirmed  by, and subject to the terms of, an agreement  or
     other instrument by the Company and by the participant.

           (iii)   Stock  (including securities convertible  into
     Stock) issued on a bonus basis under this Section 10 may  be
     issued   for   no  cash  consideration.   Stock   (including
     securities convertible into Stock) purchased pursuant  to  a
     purchase  right  awarded  under this  Section  10  shall  be
     purchased  at price(s) determined by the Committee,  in  its
     sole discretion.
22
     SECTION 11.  Performance Related Awards.

      (a)  Performance Objectives.  Notwithstanding anything else
contained  in  the  Plan to the contrary,  unless  the  Committee
otherwise  determines  at  the  time  of  grant,  any  award   of
Restricted Stock, Deferred Stock or Other Stock Based  Awards  to
an  officer  who  is  subject  to the reporting  requirements  of
Section 16(a) of the Exchange Act other than an award which  will
vest  solely  on the basis of the passage of time,  shall  become
vested,  if at all, upon the determination by the Committee  that
performance  objectives established by the  Committee  have  been
attained,  in  whole  or in part (a "Performance  Award").   Such
performance  objectives shall be determined  over  a  measurement
period or periods established by the Committee and related to  at
least  one  of  the following criteria, which may  be  determined
solely by reference to the performance of (i) the Company, (ii) a
Subsidiary, (iii) an Affiliate, (iv) a division or unit of any of
the  foregoing or based on comparative performance of any of  the
foregoing relative to other companies: (A) return on equity;  (B)
total  shareholder return; (C) revenues; (D) cash flows, revenues
and/or earnings relative to other parameters (e.g., net or  gross
assets);  (E)  operating income; (F) return  on  investment;  (G)
changes  in the value of the Corporation's Common Stock  and  (H)
return  on assets (the "Performance Criteria").  Excluding  Stock
Options  and/or Stock Appreciation Rights granted hereunder,  the
maximum number of shares of Stock that may be subject to any such
Performance  Award granted to any key employee  in  any  calendar
year  shall  not  exceed 100,000 shares, as such  number  may  be
adjusted pursuant to Section 3.

      (b)  Annual Incentive Compensation.  The Committee may,  in
addition  to  the  Performance Awards described above,  pay  cash
amounts  under the Plan or any other plan or arrangement approved
by  the Committee, provided, such other plan or arrangement is in
conformity  with  the provisions of this Section  11(b),  to  any
officer  of the Company or any Subsidiary who is subject  to  the
reporting requirements of Section 16(a) of the Exchange Act  upon
the  achievement,  in whole or in part, of performance  goals  or
objectives  established in writing by the Committee with  respect
to  such  performance periods as the Committee  shall  determine.
Any such goals or objectives shall be based on one or more of the
Performance  Criteria.  Notwithstanding anything  else  contained
herein  to  the  contrary, the maximum amount of  any  such  cash
payment  to any single officer with respect to any calendar  year
shall  not  exceed the lesser of (A) $2,000,000 or (B) twice  the
officer's annual base salary as in effect on the last day of  the
preceding fiscal year.

       (c)    Interpretation.   Notwithstanding   anything   else
contained in the Plan to the contrary, to the extent required  to
so  qualify  any  Performance Award as  other  performance  based
compensation  within the meaning of Section 162(m)(4)(C)  of  the
Code,  the  Committee  shall  not be  entitled  to  exercise  any
discretion otherwise authorized under the Plan (such as the right
to  accelerate vesting without regard to the achievement  of  the
relevant performance objectives) with respect to such Performance
Award  if the ability to exercise such discretion (as opposed  to
the  exercise of such discretion) would cause such award to  fail
to qualify as other performance based compensation.

     SECTION 12.  Change in Control Provisions.
23
     (a)  Impact of Event.  In the event of:

     (1)  a "Change in Control" as defined in Section 12(b), or

      (2)   a "Potential Change in Control" as defined in Section
12(c),  but  only  if  and to the extent  so  determined  by  the
Committee  or  the  Board   (subject to  any  right  of  approval
expressly reserved by the Committee or the Board at the  time  of
such determination).

           (i)  Any  Stock  Options awarded under  the  Plan  not
     previously   exercisable  and  vested  shall  become   fully
     exercisable and vested.

            (ii)    The  restrictions  and  deferral  limitations
     applicable  to any Restricted Stock, Deferred  Stock,  Stock
     Purchase  Rights, Other Stock Based Awards  and  Performance
     Related  Awards,  in  each case to the  extent  not  already
     vested  under  the  Plan, shall lapse and  such  shares  and
     awards  shall  be  deemed fully vested and  any  Performance
     Criteria shall be deemed met at target.

           (iii)  The value of all outstanding LTIP Awards to the
     extent vested may at the sole discretion of the Committee at
     or after grant but prior to any Change in Control, be cashed
     out on the basis of the "Change in Control Price" as defined
     in  Section  12(d) as of the date such Change in Control  or
     such  Potential  Change  in Control is  determined  to  have
     occurred  or such other date as the Committee may  determine
     prior to the Change in Control.

      (b)   Definition of "Change in Control".  For  purposes  of
Section 12 (a), a "Change in Control" means the happening of  any
of the following:

          (i)  When any "person" as defined in Section 3(a)(9) of
     the  Exchange  Act and as used in Sections 13(d)  and  14(d)
     thereof, including a "group" as defined in Section 13(d)  of
     the  Exchange Act but excluding the Company, any  Subsidiary
     or  any employee benefit plan sponsored or maintained by the
     Company  or  any Subsidiary (including any trustee  of  such
     plan acting as trustee), directly or indirectly, becomes the
     "beneficial  owner"  (as defined in  Rule  13d-3  under  the
     Exchange  Act, as amended from time to time), of  securities
     of the Company representing fifteen percent (15%) or more of
     the  combined voting power of the Company's then outstanding
     securities;

           (ii)  The individuals who, as of the Effective Date of
     this  Plan,  constitute  the Board (the  "Incumbent  Board")
     cease  for  any reason to constitute at least a majority  of
     the Board; provided, however, that any individual becoming a
     director subsequent to the Effective Date of the Plan  whose
     election,  or  nomination  for  election  by  the  Company's
     shareholders, was approved by a vote of at least a  majority
     of  the directors then comprising the Incumbent Board  shall
     be considered as though such individual were a member of the
     Incumbent Board, but excluding, for this purpose,  any  such
     individual
24
     whose initial assumption of office occurs as a result of  an
     actual  or threatened election contest with respect  to  the
     election  or  removal  of  directors  or  other  actual   or
     threatened  solicitation of proxies or  consents  by  or  on
     behalf of a Person other than the Board; or

           (iii)   Consummation  of a reorganization,  merger  or
     consolidation  or  sale  or  other  disposition  of  all  or
     substantially  all  of  the assets of  the  Company  or  the
     acquisition  of assets of another corporation  (a  "Business
     Combination"), in each case, unless, following such Business
     Combination, (A) all or substantially all of the individuals
     and  entities  who were the beneficial owners, respectively,
     of  the then outstanding shares of Stock of the Company  and
     the  combined  voting power of the then  outstanding  voting
     securities of the Company entitled to vote generally in  the
     election  of  directors immediately prior to  such  Business
     Combination  beneficially own, directly or indirectly,  more
     than   sixty  percent  (60%)  of,  respectively,  the   then
     outstanding  shares of common stock and the combined  voting
     power of the then outstanding voting securities entitled  to
     vote generally in the election of directors, as the case may
     be,   of   the  corporation  resulting  from  such  Business
     Combination  (including, without limitation,  a  corporation
     which  as  a result of such transaction owns the Company  or
     all  or  substantially  all of the Company's  assets  either
     directly or through one or more subsidiaries), (B) no Person
     (excluding any employee benefit plan (or related  trust)  of
     the Company or such corporation resulting from such Business
     Combination)  beneficially  owns,  directly  or  indirectly,
     fifteen  percent  (15%) or more of, respectively,  the  then
     outstanding  shares  of  common  stock  of  the  corporation
     resulting  from  such Business Combination or  the  combined
     voting  power  of the then outstanding voting securities  of
     such  corporation except to the extent that  such  ownership
     existed prior to the Business Combination, and (C) at  least
     a  majority of the members of the board of directors of  the
     corporation  resulting from such Business  Combination  were
     members  of the Incumbent Board at the time of the execution
     of  the  initial agreement, or of the action of  the  Board,
     providing for such Business Combination; or

           (iv)  Approval by the shareholders of the Company of a
     complete liquidation or dissolution of the Company.

      (c)  Definition of Potential Change in Control For purposes
of  Section  12(a),  a "Potential Change in  Control"  means  the
happening of any one of the following:

          (i) The approval by shareholders of an agreement by the
     Company, the consummation of which would result in a  Change
     in Control of the Company as defined in Section 12(b); or

          (ii)  The acquisition of beneficial ownership, directly
     or  indirectly, by any entity, person or group  (other  than
     the  Company or a Subsidiary or any Company employee benefit
     plan  (including  any trustee of such plan  acting  as  such
     trustee)  of  securities  of the Company  representing  five
     percent  (5%)  or more of the combined voting power  of  the
     Company's  outstanding securities and the  adoption  by  the
     Board of a resolution to the
25
     effect that a Potential Change in Control of the Company has
     occurred for purposes of this Plan.

      (d)   Change  in  Control Price For the  purposes  of  this
Section 12, "Change in Control Price" means the highest price per
share  paid  in  any transaction reported on the New  York  Stock
Exchange  Composite Index, or paid or offered in  any  bona  fide
transaction related to a potential or actual Change in Control of
the  Company  at  any  time  during the  sixty  (60)  day  period
immediately  preceding the occurrence of the  Change  in  Control
(or, where applicable, the occurrence of the Potential Change  in
Control  event),  in  each case as determined  by  the  Committee
except  that,  in the case of Incentive Stock Options  and  Stock
Appreciation  Rights  relating to Incentive Stock  Options,  such
price  shall be based only on transactions reported for the  date
on  which  the optionee exercises such Stock Appreciation  Rights
or,  where  applicable, the date on which a cashout occurs  under
Section 12(a)(iii).

     SECTION 13.  Amendments and Termination.

      The Board may amend, alter, or discontinue the Plan, but no
amendment,  alteration, or discontinuation shall  be  made  which
would  impair the rights of an optionee or participant  under  an
LTIP  Award  theretofore  granted,  without  the  optionee's   or
participant's consent.

      The  Committee may amend the terms of any Stock  Option  or
other  award theretofore granted, prospectively or retroactively,
but  subject  to Section 3 above, no such amendment shall  impair
the  rights  of  any  holder without the holder's  consent.   The
Committee  may  also substitute new Stock Options for  previously
granted  Stock  Options  (on  a one  for  one  or  other  basis),
including  previously granted Stock Options having higher  option
exercise prices.

      Subject to the above provisions, the Board shall have broad
authority  to  amend  the Plan to take into  account  changes  in
applicable securities and tax laws and accounting rules, as  well
as other developments.

     SECTION 14.  Unfunded Status of Plan.

      The  Plan is intended to constitute an "unfunded" plan  for
incentive  and  deferred  compensation.   With  respect  to   any
payments  not  yet  made  to a participant  or  optionee  by  the
Company, nothing contained herein shall give any such participant
or  optionee any rights that are greater than those of a  general
creditor  of the Company.  In its sole discretion, the  Committee
may  authorize  the creation of trusts or other  arrangements  to
meet  the obligations created under the Plan to deliver Stock  or
payments  in  lieu  of  or  with  respect  to  awards  hereunder;
provided, however, that unless the Committee otherwise determines
with  the  consent of the affected participant, the existence  of
such  trusts  or  other  arrangements  is  consistent  with   the
"unfunded" status of the Plan.
26
     SECTION 15.  General Provisions.

     (a)  The Committee may require each person purchasing shares
pursuant  to  a  Stock Option or other award under  the  Plan  to
represent  to  and  agree with the Company in  writing  that  the
optionee or participant is acquiring the shares without a view to
distribution  thereof.   The certificates  for  such  shares  may
include  any  legend  which the Committee  deems  appropriate  to
reflect any restrictions on transfer.

      All  certificates for shares of Stock or  other  securities
delivered  under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable
under  the  rules,  regulations, and other  requirements  of  the
Securities and Exchange Commission, any stock exchange upon which
the  Stock  is then listed, and any applicable Federal  or  state
securities  law, and the Committee may cause a legend or  legends
to  be put on any such certificates to make appropriate reference
to such restrictions.

      (b)  Nothing contained in this Plan shall prevent the Board
from  adopting  other  or  additional compensation  arrangements,
subject to stockholder approval if such approval is required, and
such   arrangements  may  be  either  generally   applicable   or
applicable only in specific cases.

      (c)   The  adoption of the Plan shall not confer  upon  any
employee of the Company or any Subsidiary or Affiliate any  right
to  continued  employment with the Company  or  a  Subsidiary  or
Affiliate, as the case may be, nor shall it interfere in any  way
with  the  right of the Company or a Subsidiary or  Affiliate  to
terminate the employment of any of its employees at any time.

      (d)   No  later than the date as of which an  amount  first
becomes  includible  in the gross income of the  participant  for
federal  income tax purposes with respect to any award under  the
Plan,  the  participant  shall  pay  to  the  Company,  or   make
arrangements satisfactory to the Committee regarding the  payment
of,  any  federal, state, or local taxes of any kind required  by
law to be withheld with respect to such amount.  Unless otherwise
determined  by  the  Committee, withholding  obligations  may  be
settled  with  Stock, including Stock that is part of  the  award
that  gives rise to the withholding requirement.  The obligations
of  the  Company  under  the Plan shall be  conditional  on  such
payment  or arrangements and the Company and its Subsidiaries  or
Affiliates shall, to the extent permitted by law, have the  right
to  deduct  any such taxes from any payment of any kind otherwise
due to the participant.

      (e)   The  actual  or deemed reinvestment of  dividends  or
dividend  equivalents  in  additional  Restricted  Stock  (or  in
Deferred Stock or other types of Plan awards) at the time of  any
dividend  payment shall only be permissible if sufficient  shares
of  Stock  are  available under Section 3 for  such  reinvestment
(taking  into  account  then  outstanding  Stock  Options,  Stock
Purchase Rights and other Plan awards).
27
      (f) The Committee may permit a Participant to postpone  the
delivery  of  Stock under any award, including  a  Stock  Option,
under  the  Plan upon such terms and conditions as the  Committee
shall determine.

      (g)   The  Plan  and  all  awards made  and  actions  taken
thereunder shall be governed by and construed in accordance  with
the laws of the State of Delaware.

     SECTION 16.  Effective Date of Plan.

      The Plan shall be effective as of May 21, 1998, assuming it
is approved by a majority of the votes cast at the annual meeting
of shareholders held on or before then.

     SECTION 17.  Term of Plan.

      No  LTIP Award shall be granted pursuant to the Plan on  or
after  the tenth anniversary of the date of shareholder approval,
but  awards  granted prior to such tenth anniversary  may  extend
beyond that date, in accordance with the terms of such awards.

     SECTION 18.  Applicability to Grants under 1988 Plan.

      The provisions of the Plan relating to stock options, stock
appreciation  rights,  restricted stock  awards,  deferred  stock
awards,  stock  purchase  rights,  other  stock-based  awards  or
performance  related awards shall apply to, and  govern  existing
and   subsequent   stock  options,  stock  appreciation   rights,
restricted  stock awards, deferred stock awards,  stock  purchase
rights,  other  stock-based awards or performance related  awards
granted under the 1988 Long Term Incentive Plan, as amended.
28
                         June 16, 1998

AMR Corporation
P.O. Box 619616
Dallas/Fort Worth Airport, Texas 75261-9616

           Registration Statement on Form S-8 relating
              to the 1998 Long-Term Incentive Plan

Ladies and Gentlemen:

          I am Senior Vice President and General Counsel of AMR
Corporation, a Delaware corporation, and as such I am delivering
this opinion to you in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") relating to 10,000,000 shares (the
"Shares") of the Common Stock, par value $1.00 per share, of AMR
Corporation, which will be awarded in accordance with the 1998
Long-Term Incentive Plan (the "Plan").

          In so acting, I have examined the Plan and have
examined and relied upon the originals, or copies certified to my
satisfaction, of such records, documents or other instruments as
in my judgement are necessary or appropriate to enable me to
render the opinion set forth below.

          Based upon the foregoing, I am of the opinion that the
Shares have been duly authorized and, when duly awarded in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.

          I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.

                              Very truly yours,

                              /s/ Anne H. McNamara

                              Anne H. McNamara
                              Senior Vice President
                              and General Counsel
29
                   CONSENT OF INDEPENDENT AUDITORS

          We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the AMR
Corporation 1998 Long-Term Incentive Plan of our report dated
January 19, 1998, except for Note 8, as to which the date is June
9, 1998, with respect to the consolidated financial statements
and schedule of AMR Corporation included in its Annual Report on
Form 10-K/A No. 1 for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP

Dallas, Texas
June 9, 1998
30
                        POWER OF ATTORNEY

     The undersigned, Chairman of the Board of AMR Corporation, a
Delaware corporation (the "Corporation"), does hereby constitute
and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 20th day of May, 1998.

                                   /s/ Donald J. Carty
                                   Donald J. Carty

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
31
                        POWER OF ATTORNEY

     The undersigned, Senior Vice President and Chief Financial
Officer of AMR Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Anne H.
McNamara and Charles D. MarLett, and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his
behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Gerard J. Arpey
                                   Gerard J. Arpey

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
32
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ David L. Boren
                                   David L. Boren

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
33
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Edward A. Brennan
                                   Edward A. Brennan

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
34
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Armando M. Codina
                                   Armando M. Codina

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
35
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)   any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 28th day of April, 1998.

                                   /s/ Charles T. Fisher, III
                                   Charles T. Fisher, III

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
36
                        POWER OF ATTORNEY

     The undersigned, Director of the Board of AMR Corporation, a
Delaware corporation (the "Corporation"), does hereby constitute
and appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Earl G. Graves
                                   Earl G. Graves

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
37
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Dee J. Kelly
                                   Dee J. Kelly

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
38
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Ann D. McLaughlin
                                   Ann D. McLaughlin

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
39
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Charles H. Pistor, Jr.
                                   Charles H. Pistor, Jr.

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
40
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Joe M. Rodgers
                                   Joe M. Rodgers

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
41
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Judith Rodin
                                   Judith Rodin

Witness:

/s/ Charles D. MarLett
Charles D. MarLett
42
                        POWER OF ATTORNEY

     The undersigned, Director of AMR Corporation, a Delaware
corporation (the "Corporation"), does hereby constitute and
appoint Anne H. McNamara and Charles D. MarLett, and each of
them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution, to execute and deliver in his name
and on his behalf:

     (a)   one or more Registration Statements of the Corporation
     on an appropriate form proposed to be filed with the
     Securities and Exchange Commission ("SEC") for the purpose
     of registering under the Securities Act of 1933, as amended
     (the "Securities Act"), Common Stock, $1.00 par value, of
     the Corporation to be offered pursuant to the AMR
     Corporation 1998 Long Term Incentive Plan, as it may from
     time to time be amended; and

     (b)  any and all supplements and amendments (including,
     without limitation, post-effective amendments) to such
     Registration Statements;

and any and all other documents and instruments in connection
with the issuance of such Common Stock which such attorneys-in-
fact and agents, or any one of them, deem necessary or advisable
to enable the Corporation to comply with (a) the Securities Act,
the Securities Exchange Act of 1934, as amended, and the other
federal securities laws of the United States of America and the
rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America
and (c) the securities or similar applicable laws of Canada,
Mexico and any other foreign jurisdiction; and the undersigned
does hereby ratify and confirm as his own acts and deeds all that
such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.  Each one of such attorneys-in-
fact and agents shall have, and may exercise, all of the powers
hereby conferred.

     In WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 15th day of April, 1998.

                                   /s/ Maurice Segall
                                   Maurice Segall

Witness:

/s/ Charles D. MarLett
Charles D. MarLett