<PAGE> 1
   As filed with the Securities and Exchange Commission on
                       October 9, 1996

                      Registration No. 333-_________________

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                          FORM S-8
                              
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                              
                       AMR CORPORATION
        (Exact Name of Registrant as Specified in its
                          Charter)
                              
            Delaware                        75-1825172
  (State or Other Jurisdiction           (I.R.S. Employer
       of Incorporation)                Identification No.
                              
  P.O. Box 619616, Dallas/Fort              75261-9616
Worth Airport, Texas (Address of            (Zip Code)
  Principal Executive Offices)

                              
                              
                       AMR CORPORATION
       1994 Directors Stock Incentive Plan, As Amended
                  (Full Title of the Plan)
                              
                      Anne H. McNamara
          Senior Vice President and General Counsel
                       AMR Corporation
                       P.O. Box 619616
         Dallas/Fort Worth Airport, Texas 75261-9616
           (Name and Address of Agent for Service)
                              
                       (817) 963-1234
    (Telephone number, Including Area Code, of Agent for
                          Service)
                              
                              
               CALCULATION OF REGISTRATION FEE

Title of       Amount       Proposed     Proposed    Amount of
Securities to  to be        Maximum      Maximum     Registrati
be Registered  Registered   Offering     Aggregate   on
                            Price Per    Offering    Fee
                            Share (1)    Price (1)
Common Stock,                                        
par value      50,000       $82.31       $4,115,500  $1,286
$1.00 per
share

(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457 (h) based upon the average ofthe high and
low prices of AMR Corporation Common Stock on October 7,1996, as
reported in a summary of composite transactions for securities
listed on the New York Stock Exchange




<PAGE> 2
     This Registration Statement is being filed to register
additional shares of the Common Stock, par value $1.00 per
share, of AMR Corporation (the "Company") issuable pursuant
to the AMR Corporation 1994 Directors Stock Incentive Plan,
as amended (the "Plan").  The contents of the Company's
earlier Registration Statement (Registration  No. 33-60727)
relating to shares issuable pursuant to the Plan are hereby
incorporated by reference.

<PAGE> 3
                         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 requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State
of Texas, on this 8th day of October, 1996.

                              AMR CORPORATION

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

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.

     Signatures                    Title

ROBERT L. CRANDALL  Chairman of the Board,
                    President and Chief Executive
                    Officer; Director (Principal
                    Executive Officer)

GERARD J. ARPEY          Senior Vice President and Chief
                    Financial Officer (Principal
                    Financial and Accounting Officer)

DAVID L. BOREN

EDWARD A. BRENNAN

ARMANDO M. CODINA

CHRISTOPHER F. EDLEY

CHARLES T. FISHER                                  By: /s/Charles D. MarLett
                                                      Charles D. MarLett
EARL G. GRAVES      Directors                         Attorney-in-Fact
                                                      Date:  October 2, 1996
DEE J. KELLY

ANN D. McLAUGHLIN

CHARLES H. PISTOR, JR.

JOE M. RODGERS

MAURICE SEGALL
<PAGE> 4
                        EXHIBIT INDEX

Exhibit                                                  Sequential
Number    Description of Exhibit                           Page
No.
     
4         AMR Corporation 1994
          Directors Stock Incentive Plan,
          as amended (incorporated by
          reference to Exhibit A to Registrant's
          Proxy Statement dated March 29, 1996)

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

23(a)          Consent of Ernst & Young LLP                       6

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

24        Powers of Attorney (incorporated by
          reference to Exhibit 24 to Registrant's
          Registration Statement on Form S-8
          (Registration No. 33-60727) Filed
          June 29, 1995)
<PAGE> 5
                                                   Exhibit 5

                       October 8, 1996



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

      Registration Statement on Form S-8 pertaining to
   AMR Corporation 1994 Directors Stock Incentive Plan, As
                           Amended

Ladies and Gentlemen:

      I  am Senior Vice President and General Counsel of AMR
Corporation, a Delaware corporation (the "Company") , 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 an additional  50,000  shares  (the
"Shares") of the Company's Common Stock, par value $1.00 per
share,  to  be  awarded  under  the  AMR  Corporation   1994
Directors Stock Incentive Plan, as amended (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  on 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> 6
                                               Exhibit 23(a)
                                                            
                                                            
                                                            
               Consent of Independent Auditors

We   consent  to  the  incorporation  by  reference  in  the
Registration  Statement (Form S-8) pertaining  to  the  1994
Directors   Stock  Incentive  Plan,  As  Amended,   of   AMR
Corporation  of  our  report dated January  15,  1996,  with
respect   to  the  consolidated  financial  statements   and
schedule  of  AMR Corporation included in its Annual  Report
(Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.



                                        ERNST & YOUNG LLP

Dallas, Texas
October 1, 1996
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1
   As filed with the Securities and Exchange Commission on
                       October 9, 1996

                      Registration No. 333-_________________

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                          FORM S-8
                              
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                              
                       AMR CORPORATION
        (Exact Name of Registrant as Specified in its
                          Charter)
                              
            Delaware                        75-1825172
  (State or Other Jurisdiction           (I.R.S. Employer
       of Incorporation)                Identification No.
                              
  P.O. Box 619616, Dallas/Fort              75261-9616
Worth Airport, Texas (Address of            (Zip Code)
  Principal Executive Offices)

                              
                              
                       AMR CORPORATION
       1994 Directors Stock Incentive Plan, As Amended
                  (Full Title of the Plan)
                              
                      Anne H. McNamara
          Senior Vice President and General Counsel
                       AMR Corporation
                       P.O. Box 619616
         Dallas/Fort Worth Airport, Texas 75261-9616
           (Name and Address of Agent for Service)
                              
                       (817) 963-1234
    (Telephone number, Including Area Code, of Agent for
                          Service)
                              
                              
               CALCULATION OF REGISTRATION FEE

Title of       Amount       Proposed     Proposed    Amount of
Securities to  to be        Maximum      Maximum     Registrati
be Registered  Registered   Offering     Aggregate   on
                            Price Per    Offering    Fee
                            Share (1)    Price (1)
Common Stock,                                        
par value      50,000       $82.31       $4,115,500  $1,286
$1.00 per
share

(1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457 (h) based upon the average ofthe high and
low prices of AMR Corporation Common Stock on October 7,1996, as
reported in a summary of composite transactions for securities
listed on the New York Stock Exchange
2
     This Registration Statement is being filed to register
additional shares of the Common Stock, par value $1.00 per
share, of AMR Corporation (the "Company") issuable pursuant
to the AMR Corporation 1994 Directors Stock Incentive Plan,
as amended (the "Plan").  The contents of the Company's
earlier Registration Statement (Registration  No. 33-60727)
relating to shares issuable pursuant to the Plan are hereby
incorporated by reference.
3
                         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 requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State
of Texas, on this 8th day of October, 1996.

                              AMR CORPORATION

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

     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.

     Signatures                    Title

ROBERT L. CRANDALL  Chairman of the Board,
                    President and Chief Executive
                    Officer; Director (Principal
                    Executive Officer)

GERARD J. ARPEY          Senior Vice President and Chief
                    Financial Officer (Principal
                    Financial and Accounting Officer)

DAVID L. BOREN

EDWARD A. BRENNAN

ARMANDO M. CODINA

CHRISTOPHER F. EDLEY

CHARLES T. FISHER                                  By: /s/Charles D. MarLett
                                                      Charles D. MarLett
EARL G. GRAVES      Directors                         Attorney-in-Fact
                                                      Date:  October 2, 1996
DEE J. KELLY

ANN D. McLAUGHLIN

CHARLES H. PISTOR, JR.

JOE M. RODGERS

MAURICE SEGALL
4
                        EXHIBIT INDEX

Exhibit                                                  Sequential
Number    Description of Exhibit                           Page
No.
     
4         AMR Corporation 1994
          Directors Stock Incentive Plan,
          as amended (incorporated by
          reference to Exhibit A to Registrant's
          Proxy Statement dated March 29, 1996)

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

23(a)          Consent of Ernst & Young LLP                       6

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

24        Powers of Attorney (incorporated by
          reference to Exhibit 24 to Registrant's
          Registration Statement on Form S-8
          (Registration No. 33-60727) Filed
          June 29, 1995)
5
                                                   Exhibit 5

                       October 8, 1996

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

      Registration Statement on Form S-8 pertaining to
   AMR Corporation 1994 Directors Stock Incentive Plan, As
                           Amended

Ladies and Gentlemen:

      I  am Senior Vice President and General Counsel of AMR
Corporation, a Delaware corporation (the "Company") , 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 an additional  50,000  shares  (the
"Shares") of the Company's Common Stock, par value $1.00 per
share,  to  be  awarded  under  the  AMR  Corporation   1994
Directors Stock Incentive Plan, as amended (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  on 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
6
                                               Exhibit 23(a)
                                                            
                                                            
                                                            
               Consent of Independent Auditors

We   consent  to  the  incorporation  by  reference  in  the
Registration  Statement (Form S-8) pertaining  to  the  1994
Directors   Stock  Incentive  Plan,  As  Amended,   of   AMR
Corporation  of  our  report dated January  15,  1996,  with
respect   to  the  consolidated  financial  statements   and
schedule  of  AMR Corporation included in its Annual  Report
(Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.

                                        ERNST & YOUNG LLP

Dallas, Texas
October 1, 1996