UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q



 []Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934
 For the Quarterly Period Ended June 30, 2007.


 [  ]Transition Report Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934
 For the Transition Period From                      to
 .


 Commission file number 1-8400.



                          AMR Corporation
       (Exact name of registrant as specified in its charter)

           Delaware                            75-1825172
       (State or other                      (I.R.S. Employer
         jurisdiction                      Identification No.)
      of incorporation or
        organization)

    4333 Amon Carter Blvd.
      Fort Worth, Texas                           76155
    (Address of principal                      (Zip Code)
      executive offices)

  Registrant's telephone number,    (817) 963-1234
  including area code


                           Not Applicable
  (Former name, former address and former fiscal year , if changed
                         since last report)


  Indicate by check mark whether the registrant (1) has filed  all
  reports  required  to be filed by Section 13  or  15(d)  of  the
  Securities Exchange Act of 1934 during the preceding  12  months
  (or for such shorter period that the registrant was required  to
  file  such  reports), and (2) has been subject  to  such  filing
  requirements for the past 90 days.     Yes     No

  Indicate  by  check  mark  whether the  registrant  is  a  large
  accelerated  filer, an accelerated filer, or  a  non-accelerated
  filer.    See  definition  of  "accelerated  filer"  and  "large
  accelerated filer" in Rule 12b-2 of the Exchange  Act.     Large
  Accelerated  Filer       Accelerated Filer       Non-accelerated
  Filer

  Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Act).   Yes   No

  Indicate  the  number  of  shares outstanding  of  each  of  the
  issuer's  classes of common stock, as of the latest  practicable
  date.

  Common Stock, $1 par value - 247,877,466 shares as of July 20,
  2007.




                                 INDEX

                            AMR CORPORATION




PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated Statements of Operations -- Three and six months ended
  June 30, 2007 and 2006

  Condensed Consolidated Balance Sheets -- June 30, 2007 and December
  31, 2006

  Condensed Consolidated Statements of Cash Flows -- Six months ended
  June 30, 2007 and 2006

  Notes  to  Condensed Consolidated Financial Statements -- June  30,
  2007

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Item 4.  Controls and Procedures


PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits


SIGNATURE


                    PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

AMR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In millions, except per share amounts)

                                      Three Months Ended      Six Months Ended
                                          June 30,                June 30,
                                      2007         2006        2007       2006
Revenues
    Passenger - American Airlines   $4,673       $4,720      $8,999     $8,964
              - Regional Affiliates    658          702       1,216      1,271
    Cargo                              200          206         401        392
    Other revenues                     348          347         690        692
      Total operating revenues       5,879        5,975      11,306     11,319

Expenses
  Wages, salaries and benefits       1,655        1,680      3,326       3,409
  Aircraft fuel                      1,644        1,708      3,054       3,181
  Other rentals and landing fees       313          334        642         650
  Depreciation and amortization        295          291        585         578
  Commissions, booking fees
      and credit card expense          268          286        517         555
  Maintenance, materials
      and repairs                      268          238        516         474
  Aircraft rentals                     152          149        303         295
  Food service                         133          129        260         253
  Other operating expenses             684          684      1,388       1,333
    Total operating expenses         5,412        5,499     10,591      10,728

Operating Income                      467           476        715         591

Other Income (Expense)
  Interest income                      90            68        167         121
  Interest expense                   (235)         (260)      (476)       (521)
  Interest capitalized                  5             7         14          14
  Miscellaneous - net                 (10)            -        (22)         (6)
                                     (150)         (185)      (317)       (392)

Income Before Income Taxes            317           291        398         199
Income tax                              -             -          -           -
Net Earnings                        $ 317         $ 291      $ 398       $ 199


Earnings Per Share
Basic                               $1.28         $1.44      $1.65       $1.03

Diluted                             $1.08         $1.14      $1.38       $0.84





The accompanying notes are an integral part of these financial
statements.
AMR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In millions)

                                             June 30,    December 31,
                                               2007          2006
Assets
Current Assets
  Cash                                      $    215       $   121
  Short-term investments                       5,685         4,594
  Restricted cash and short-term
    investments                                  470           468
  Receivables, net                             1,219           988
  Inventories, net                               532           506
  Other current assets                           467           225
    Total current assets                       8,588         6,902

Equipment and Property
  Flight equipment, net                       14,293        14,507
  Other equipment and property, net            2,414         2,391
  Purchase deposits for flight equipment         178           178
                                              16,885        17,076

Equipment and Property Under Capital Leases
  Flight equipment, net                          726           765
  Other equipment and property, net               89           100
                                                 815           865

Route acquisition costs and airport
operating and gate lease rights, net           1,170         1,167
Other assets                                   2,952         3,135
                                            $ 30,410       $29,145

Liabilities and Stockholders' Equity
(Deficit)
Current Liabilities
  Accounts payable                          $  1,359       $ 1,073
  Accrued liabilities                          2,109         2,301
  Air traffic liability                        4,607         3,782
  Current maturities of long-term debt         1,195         1,246
  Current obligations under capital leases       123           103
    Total current liabilities                  9,393         8,505

Long-term debt, less current maturities       10,511        11,217
Obligations under capital leases, less
    current obligations                          731           824
Pension and postretirement benefits            5,343         5,341
Other liabilities, deferred gains and
deferred credits                               3,822         3,864

Stockholders' Equity (Deficit)
  Preferred stock                                  -             -
  Common stock                                   254           228
  Additional paid-in capital                   3,438         2,718
  Treasury stock                                (367)         (367)
  Accumulated other comprehensive loss        (1,219)       (1,291)
  Accumulated deficit                         (1,496)       (1,894)
                                                 610          (606)
                                            $ 30,410       $29,145

The  accompanying  notes  are an integral  part  of  these  financial
statements.

AMR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In millions)

                                              Six Months Ended June 30,
                                                 2007          2006

Net Cash Provided by Operating Activities     $ 1,743       $ 1,611

Cash Flow from Investing Activities:
  Capital expenditures                           (364)         (245)
  Net increase in short-term investments       (1,091)       (1,310)
  Net increase in restricted cash and short-
    term investments                               (2)          (15)
  Proceeds from sale of equipment and property     23            12
  Other                                             5            (9)
    Net cash used by investing activities      (1,429)       (1,567)

Cash Flow from Financing Activities:
  Payments on long-term debt and capital
    lease obligations                            (862)         (611)
  Proceeds from:
    Issuance of common stock, net of
      issuance costs                              497           400
    Reimbursement from construction reserve
      account                                      59            75
    Exercise of stock options                      86           121
      Net cash used by financing activities      (220)          (15)

Net increase in cash                               94            29
Cash at beginning of period                       121           138

Cash at end of period                          $  215        $  167

























The  accompanying notes are an integral part of these  financial
   statements.
AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.The  accompanying  unaudited  condensed  consolidated  financial
  statements have been prepared in accordance with generally  accepted
  accounting principles for interim financial information and with the
  instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
  Accordingly, they do not include all of the information and footnotes
  required  by  generally accepted accounting principles for  complete
  financial  statements. In the opinion of management, these financial
  statements  contain all adjustments, consisting of normal  recurring
  accruals, necessary to present fairly the financial position, results
  of  operations and cash flows for the periods indicated. Results  of
  operations  for  the  periods presented herein are  not  necessarily
  indicative  of  results  of operations for  the  entire  year.   The
  condensed consolidated financial statements include the accounts  of
  AMR   Corporation  (AMR  or  the  Company)  and  its  wholly   owned
  subsidiaries,  including  (i)  its  principal  subsidiary   American
  Airlines,  Inc. (American) and (ii) its regional airline subsidiary,
  AMR Eagle Holding Corporation and its primary subsidiaries, American
  Eagle Airlines, Inc. and Executive Airlines, Inc. (collectively, AMR
  Eagle). The condensed consolidated financial statements also include
  the accounts of variable interest entities for which the Company  is
  the  primary  beneficiary.  For further information,  refer  to  the
  consolidated financial statements and footnotes thereto included  in
  the AMR Annual Report on Form 10-K/A for the year ended December 31,
  2006 (2006 Form 10-K).

2.In  March  2007, American announced its intent to pull  forward  the
  delivery  of  47  737-800  aircraft  that  American  had  previously
  committed  to  acquire  in 2013 through 2016.   On  June  28,  2007,
  American  announced that it had accelerated the delivery of  six  of
  these  aircraft  into  the first half of  2009.   Any  decisions  to
  accelerate  additional  deliveries  will  depend  on  a  number   of
  factors,  including  future  economic industry  conditions  and  the
  financial  conditions  of the Company.  As of  June  30,  2007,  the
  Company had commitments to acquire nine Boeing 737-800s in 2009  and
  an  aggregate  of 38 Boeing 737-800s and seven Boeing 777-200ERs  in
  2013  through 2016. Future payments for all aircraft, including  the
  estimated  amounts for price escalation, are currently estimated  to
  be  approximately $2.8 billion, with the majority occurring in  2011
  through  2016.  However, if the Company commits to accelerating  the
  delivery dates of a significant number of aircraft in the future,  a
  significant  portion  of  the  $2.8  billion  commitment   will   be
  accelerated  into  earlier periods, including 2008  and  2009.   The
  obligation  in  2008 and 2009 for the nine aircraft  already  pulled
  forward  is  approximately $250 million.   This  amount  is  net  of
  purchase deposits currently held by the manufacturer.

3.Accumulated depreciation of owned equipment and property at June
  30,  2007 and December 31, 2006 was $11.6 billion and $11.1 billion,
  respectively.   Accumulated amortization of equipment  and  property
  under  capital  leases was $1.1 billion at both June  30,  2007  and
  December 31, 2006.

4.In April 2007, the United States and the European Union approved
  an "open skies" air services agreement that provides airlines from the
  United  States  and E.U. member states open access to  each  other's
  markets, with freedom of pricing and unlimited rights to fly  beyond
  the United States and beyond each E.U. member state.  The provisions
  of  the  agreement will take effect on March 30,  2008.   Under  the
  agreement,  every  U.S.  and E.U. airline is authorized  to  operate
  between airports in the United States and London's Heathrow Airport.
  Only  three  airlines  besides American were previously  allowed  to
  provide  that  Heathrow service.  The agreement will result  in  the
  Company facing increased competition in serving Heathrow as additional
  carriers are able to obtain necessary slots and terminal facilities.
  However, the Company believes that American and the other carriers who
  currently  have  existing  authorities and  the  related  slots  and
  facilities will continue to hold a significant advantage  after  the
  advent  of  open skies.  The Company has recorded route  acquisition
  costs (including international routes and slots) of $846 million as of
  June 30, 2007, including a significant amount related to operations at
  Heathrow.  The Company considers these assets indefinite life assets
  under Statement of Financial Accounting Standard No. 142 "Goodwill and
  Other Intangibles" and as a result they are not amortized but instead
  are  tested for impairment annually or more frequently if events  or
  changes  in circumstances indicate that the asset might be impaired.
  The  Company completed an impairment analysis on the Heathrow routes
  (including  slots)  effective March 31, 2007 and concluded  that  no
  impairment exists.  The Company believes its estimates and assumptions
  are reasonable, however, the market for LHR slots is still developing
  and only a limited number of comparable transactions have occurred to
  date.   The  Company  will continue to evaluate future  transactions
  involving purchases of slots at LHR and the potential impact of those
  transactions on the value of the Company's routes and slots.


AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

5.On  January  1,  2007,  the  Company  adopted  Financial  Accounting
  Standards  Board  Interpretation No. 48 "Accounting for  Uncertainty
  in  Income  Taxes"  (FIN  48).   FIN  48  prescribes  a  recognition
  threshold  that  a  tax position is required to  meet  before  being
  recognized  in  the  financial statements and provides  guidance  on
  derecognition, measurement, classification, interest and  penalties,
  accounting in interim periods, disclosure and transition issues.

  The  Company  has  an unrecognized tax benefit of approximately  $40
  million  which  did not change significantly during the  six  months
  ended  June 30, 2007.  The application of FIN 48 would have resulted
  in  an increase in retained earnings of $39 million, except that the
  increase  was  fully  offset  by  the  application  of  a  valuation
  allowance.   In  addition, future changes in  the  unrecognized  tax
  benefit  will have no impact on the effective tax rate  due  to  the
  existence  of  the  valuation allowance.  Accrued  interest  on  tax
  positions is recorded as a component of interest expense but is  not
  significant  at  June  30, 2007.  The Company  does  not  reasonably
  estimate   that   the   unrecognized   tax   benefit   will   change
  significantly within the next twelve months.

  The  Company files its tax returns as prescribed by the tax laws  of
  the  jurisdictions in which it operates.  The Company  is  currently
  under  audit  by the Internal Revenue Service for its  2001  through
  2003  tax  years  with an anticipated closing  date  in  2008.   The
  Company's  2004 and 2005 tax years are still subject to examination.
  Various  state  and foreign jurisdiction tax years  remain  open  to
  examination  as  well,  though the Company believes  any  additional
  assessment   will  be  immaterial  to  its  consolidated   financial
  statements.

  As  discussed in Note 8 to the consolidated financial statements  in
  the  2006  Form 10-K, the Company has a valuation allowance  against
  the  full  amount  of  its  net deferred  tax  asset.   The  Company
  provides a valuation allowance against deferred tax assets  when  it
  is  more  likely than not that some portion, or all of its  deferred
  tax  assets, will not be realized.  The Company's deferred tax asset
  valuation  allowance decreased approximately $83 million during  the
  six  months  ended  June  30, 2007 to $1.2  billion,  including  the
  impact  of  comprehensive income for the six months ended  June  30,
  2007,  changes  described above from applying  FIN  48  and  certain
  other adjustments.

  Under  special IRS rules (the "Section 382 Limitation"),  cumulative
  stock purchases by material shareholders exceeding 50% during  a  3-
  year  period  can potentially limit a company's future  use  of  net
  operating  losses  (NOL's).  Such limitation is currently  increased
  by  "built-in gains", as provided by current guidance.  The  Company
  is  not currently subject to the "Section 382 Limitation", and if it
  were  triggered in a future period, under current tax rules, is  not
  expected  to  significantly impact the recorded value or  timing  of
  utilization of AMR's NOL's.

  Various  taxes  and  fees assessed on the sale  of  tickets  to  end
  customers  are collected by the Company as an agent and remitted  to
  taxing  authorities. These taxes and fees have been presented  on  a
  net  basis  in the accompanying consolidated statement of operations
  and  recorded  as  a  liability until remitted  to  the  appropriate
  taxing authority.

AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

6.As   of   June   30,  2007,  AMR  had  issued  guarantees   covering
  approximately  $1.4 billion of American's tax-exempt bond  debt  and
  American  had issued guarantees covering approximately $1.1  billion
  of  AMR's unsecured debt.  In addition, as of June 30, 2007, AMR and
  American  had issued guarantees covering approximately $368  million
  of  AMR  Eagle's secured debt and AMR has issued guarantees covering
  an additional $2.4 billion of AMR Eagle's secured debt.

  On  March  30, 2007, American paid in full the principal balance  of
  its  senior secured revolving credit facility.  As of June 30, 2007,
  the  $442  million  term loan facility under the  same  bank  credit
  facility was still outstanding and the $275 million balance  of  the
  revolving  credit  facility remains available  to  American  through
  maturity.  The revolving credit facility amortizes at a rate of  $10
  million   quarterly   through   December   17,   2007.    American's
  obligations under the credit facility are guaranteed by AMR.

7.On  January  16,  2007,  the  AMR Board of  Directors  approved  the
  amendment  and restatement of the 2005-2007 Performance  Share  Plan
  for  Officers  and Key Employees and the 2005 Deferred  Share  Award
  Agreement  to  permit  settlement in a combination  of  cash  and/or
  stock.   However, the amendments did not impact the  fair  value  of
  the  awards.   As  a result, certain awards under these  plans  have
  been  accounted for as equity awards since that date and the Company
  reclassified  $122  million from Accrued liabilities  to  Additional
  paid-in-capital   in   accordance  with   Statement   of   Financial
  Accounting Standard No. 123 (revised 2004), "Share-Based Payment".

  On  January 26, 2007, AMR completed a public offering of 13  million
  shares of its common stock.  The Company realized $497 million  from
  the sale of equity.


AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

8.The  following  tables provide the components  of  net  periodic
  benefit cost for the three and six months ended June 30, 2007 and 2006
  (in millions):

                                         Pension Benefits
                              Three Months Ended    Six Months Ended
                                   June 30,             June 30,
                               2007       2006      2007       2006

  Components of net periodic
   benefit cost

   Service cost               $  93     $  100      $  185     $  199
   Interest cost                168        160         336        321
   Expected return on assets   (187)      (167)       (374)      (335)
   Amortization of:
   Prior service cost             4          4           8          8
   Unrecognized net loss          6         20          13         40

   Net periodic benefit cost  $  84     $  117      $  168     $  233


                                   Other Postretirement Benefits
                              Three Months Ended    Six Months Ended
                                   June 30,             June 30,
                               2007       2006      2007       2006

  Components of net periodic
   benefit cost

   Service cost               $  18     $   20      $   35     $   38
   Interest cost                 49         49          96         96
   Expected return on assets     (5)        (4)         (9)        (8)
   Amortization of:
   Prior service cost            (3)        (3)         (7)        (5)
   Unrecognized net (gain) loss  (2)          -         (4)         1

   Net periodic benefit cost  $  57     $   62      $  111     $  122

  The  Company expects to contribute approximately $364 million to its
  defined  benefit pension plans in 2007. The Company's  estimates  of
  its   defined   benefit  pension  plan  contributions  reflect   the
  provisions  of  the  Pension Funding Equity  Act  of  2004  and  the
  Pension  Protection  Act of 2006.  Of the $364 million  the  Company
  expects to contribute to its defined benefit pension plans in  2007,
  the  Company  contributed $180 million during the six  months  ended
  June 30, 2007 and contributed $86 million on July 13, 2007.

AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

9.As a result of the revenue environment, high fuel prices and the
  Company's restructuring activities, the Company has recorded a number
  of charges during the last few years. The following table summarizes
  the components of these changes and the remaining accruals for these
  charges (in millions):

                              Aircraft    Facility
                              Charges    Exit Costs   Total
      Remaining accrual
       at December 31, 2006    $  128      $   19    $  147
      Payments                     (8)          -        (8)
      Remaining accrual
       at June 30, 2007        $  120      $   19    $  139


  Cash  outlays  related  to  the accruals for  aircraft  charges  and
  facility exit costs will occur through 2017 and 2018, respectively.

10.The  Company  includes  changes in the  fair  value  of  certain
  derivative financial instruments that qualify for hedge accounting and
  unrealized  gains  and  losses on available-for-sale  securities  in
  comprehensive income.  For the three months ended June 30, 2007  and
  2006,  comprehensive  income  was $317  million  and  $302  million,
  respectively, and for the six months ended June 30, 2007  and  2006,
  comprehensive income was $470 million and $231 million, respectively.
  The difference between net earnings and comprehensive income for the
  three and six months ended June 30, 2007 and 2006 is due primarily to
  the accounting for the Company's derivative financial instruments.

  Ineffectiveness  is  inherent in hedging jet  fuel  with  derivative
  positions   based   in  crude  oil  or  other  crude   oil   related
  commodities.   As  required  by Statement  of  Financial  Accounting
  Standard  No.  133,  "Accounting  for  Derivative  Instruments   and
  Hedging Activities", the Company assesses, both at the inception  of
  each  hedge  and on an on-going basis, whether the derivatives  that
  are  used  in  its  hedging  transactions are  highly  effective  in
  offsetting changes in cash flows of the hedged items.  In doing  so,
  the Company uses a regression model to determine the correlation  of
  the  change  in  prices of the commodities used to  hedge  jet  fuel
  (e.g.  NYMEX  Heating oil) to the change in the price of  jet  fuel.
  The  Company  also monitors the actual dollar offset of the  hedges'
  market  values  as  compared to hypothetical jet fuel  hedges.   The
  fuel  hedge  contracts are generally deemed to be "highly effective"
  if  the  R-squared is greater than 80 percent and the dollar  offset
  correlation  is  within  80  percent to 125  percent.   The  Company
  discontinues hedge accounting prospectively if it determines that  a
  derivative is no longer expected to be highly effective as  a  hedge
  or if it decides to discontinue the hedging relationship.


AMR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

11.The  following table sets forth the computations of basic  and
   diluted earnings per share (in millions, except per share data):

                                    Three Months Ended      Six Months Ended
                                         June 30,               June 30,
                                      2007      2006        2007       2006
   Numerator:
  Net earnings - numerator  for
   basic earnings per share          $ 317     $ 291       $ 398      $ 199
  Interest  on senior convertible        7         7          14         14
   notes

  Net earnings adjusted for interest
   on senior convertible notes -
   numerator for diluted earnings
   per share                         $ 324     $ 298       $ 412      $ 213

  Denominator:
  Denominator for basic earnings
   per share - weighted-average
   shares                              246       202         241        194
  Effect of dilutive securities:
  Senior convertible notes              32        32          32         32
  Employee options and shares           33        47          40         46
  Assumed treasury shares purchased    (12)      (19)        (14)       (19)
  Dilutive potential common shares      53        60          58         59

  Denominator for diluted
   earnings per share - adjusted
   weighted-average shares             299       262         299        253

  Basic earnings per share          $ 1.28      1.44      $ 1.65     $ 1.03

  Diluted earnings per share        $ 1.08    $ 1.14      $ 1.38     $ 0.84

  Approximately  six  million  and  ten  million  shares  related   to
  employee  stock  options were not added to the denominator  for  the
  three  months  ended  June 30, 2007 and 2006, respectively,  because
  the  options'  exercise prices were greater than the average  market
  price of the common shares.  For the six months ended June 30,  2007
  and   2006,  approximately  four  million  and  11  million  shares,
  respectively, related to employee stock options were  not  added  to
  the  denominator because the options' exercise prices  were  greater
  than the average market price of the common shares.

12.On  July 3, 2007, American entered into an agreement  to  sell
  all  of  its shares in ARINC Incorporated.  Upon closing,  which  is
  expected  to  occur prior to October 31, 2007, American  expects  to
  receive proceeds of approximately $194 million and to record a  gain
  on  the  sale  of  approximately $140 million.  The closing  of  the
  transaction  is  subject  to  the  satisfaction  of  a   number   of
  conditions,  many  of which are beyond American's  control,  and  no
  assurance can be given that such closing will occur.

  Item 2.  Management's Discussion and Analysis of Financial Condition
  and Results of Operations

Forward-Looking Information

Statements  in this report contain various forward-looking  statements
within  the meaning of Section 27A of the Securities Act of  1933,  as
amended,  and Section 21E of the Securities Exchange Act of  1934,  as
amended,  which  represent  the  Company's  expectations  or   beliefs
concerning future events.  When used in this document and in documents
incorporated  herein  by  reference,  the  words  "expects,"  "plans,"
"anticipates,"   "indicates,"  "believes,"   "forecast,"   "guidance,"
"outlook,"   "may,"  "will,"  "should," and  similar  expressions  are
intended to identify forward-looking statements. Similarly, statements
that  describe  our  objectives, plans or  goals  are  forward-looking
statements.   Forward-looking statements include, without  limitation,
the   Company's  expectations  concerning  operations  and   financial
conditions, including changes in capacity, revenues, and costs, future
financing  plans  and  needs, overall economic conditions,  plans  and
objectives for future operations, and the impact on the Company of its
results  of  operations  in recent years and the  sufficiency  of  its
financial  resources  to  absorb  that impact.  Other  forward-looking
statements include statements which do not relate solely to historical
facts,  such  as,  without limitation, statements  which  discuss  the
possible  future effects of current known trends or uncertainties,  or
which   indicate   that  the  future  effects  of  known   trends   or
uncertainties cannot be predicted, guaranteed or assured.  All forward-
looking statements in this report are based upon information available
to  the Company on the date of this report. The Company undertakes  no
obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise.

Forward-looking  statements are subject to a number  of  factors  that
could cause the Company's actual results to differ materially from the
Company's expectations.  The following factors, in addition  to  other
possible factors not listed, could cause the Company's actual  results
to   differ   materially  from  those  expressed  in   forward-looking
statements:   the  materially  weakened  financial  condition  of  the
Company,  resulting from its significant losses in recent  years;  the
ability of the Company to generate additional revenues and reduce  its
costs;  changes in economic and other conditions beyond the  Company's
control,  and  the volatile results of the Company's  operations;  the
Company's substantial indebtedness and other obligations; the  ability
of  the  Company to satisfy existing financial or other  covenants  in
certain  of  its credit agreements; continued high and  volatile  fuel
prices   and  further  increases  in  the  price  of  fuel,  and   the
availability  of  fuel;  the  fiercely  and  increasingly  competitive
business  environment  faced by the Company;  industry  consolidation,
competition  with  reorganized  and reorganizing  carriers;  low  fare
levels  by  historical  standards and the  Company's  reduced  pricing
power; the Company's potential need to raise additional funds and  its
ability  to  do  so  on  acceptable terms; changes  in  the  Company's
corporate or business strategy; government regulation of the Company's
business; conflicts overseas or terrorist attacks; uncertainties  with
respect  to  the  Company's international operations; outbreaks  of  a
disease  (such  as  SARS or avian flu) that affects  travel  behavior;
labor   costs   that  are  higher  than  the  Company's   competitors;
uncertainties  with  respect  to  the  Company's  relationships   with
unionized  and  other employee work groups; increased insurance  costs
and   potential  reductions  of  available  insurance  coverage;   the
Company's  ability  to  retain  key  management  personnel;  potential
failures  or disruptions of the Company's computer, communications  or
other technology systems; changes in the price of the Company's common
stock;  and  the ability of the Company to reach acceptable agreements
with third parties.  Additional information concerning these and other
factors   is  contained  in  the  Company's  Securities  and  Exchange
Commission  filings, including but not limited to the  Company's  2006
Form  10-K (see in particular Item 1A "Risk Factors" in the 2006  Form
10-K).

Overview

The  Company  recorded  net earnings of $317  million  in  the  second
quarter of 2007 compared to $291 million in the same period last year.
The  Company's  second  quarter  2007  results  were  impacted  by  an
improvement  in  unit revenues (passenger revenue per  available  seat
mile) and by fuel prices that remain high by historical standards.  In
addition, a significant number of weather related events impacted  the
Company's  second  quarter  results and the  Company  estimates  these
disruptions  decreased scheduled mainline departures  for  the  second
quarter of 2007 by approximately 2.1 percent and reduced the Company's
revenue    by    nearly    $50    million    during    the    quarter.

Mainline passenger unit revenues increased 3.6 percent for the  second
quarter  due  to a 1.0 point load factor increase and  a  2.3  percent
increase  in  passenger yield (passenger revenue per  passenger  mile)
compared  to the same period in 2006. Although load factor performance
and passenger yield showed year-over-year improvement, passenger yield
remains low by historical standards.  The Company believes this is the
result  of  excess  industry capacity and its  reduced  pricing  power
resulting from a number of factors, including greater cost sensitivity
on  the  part of travelers (especially business travelers),  increased
competition from LCC's and pricing transparency resulting from the use
of the internet.

The  Company's  ability  to  become consistently  profitable  and  its
ability  to continue to fund its obligations on an ongoing basis  will
depend  on  a number of factors, many of which are largely beyond  the
Company's  control.   Certain risk factors that affect  the  Company's
business  and financial results are referred to under "Forward-Looking
Information"  above and are discussed in the Risk  Factors  listed  in
Item  1A (on pages 11-17) in the 2006 Form 10-K. In addition, four  of
the  Company's largest domestic competitors have filed for  bankruptcy
in  the last several years and have used this process to significantly
reduce  contractual  labor  and  other  costs.   In  order  to  remain
competitive  and to improve its financial condition, the Company  must
continue  to take steps to generate additional revenues and to  reduce
its  costs. Although the Company has a number of initiatives  underway
to  address  its cost and revenue challenges, the ultimate success  of
these initiatives is not known at this time and cannot be assured.

LIQUIDITY AND CAPITAL RESOURCES

Significant Indebtedness and Future Financing

The  Company  remains heavily indebted and has significant obligations
(including substantial pension funding obligations), as described more
fully under Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the 2006 Form 10-K.  As of the
date of this Form 10-Q, the Company believes it should have sufficient
liquidity to fund its operations for the foreseeable future, including
repayment  of debt and capital leases, capital expenditures and  other
contractual obligations. However, to maintain sufficient liquidity  as
the   Company  continues  to  implement  its  restructuring  and  cost
reduction  initiatives, and because the Company has significant  debt,
lease  and  other obligations in the next several years,  as  well  as
ongoing  pension funding obligations, the Company may need  access  to
additional  funding.  The Company continues to evaluate  the  economic
benefits and other aspects of replacing some of the older aircraft  in
its fleet prior to 2013 and also continues to evaluate the appropriate
mix  of  aircraft  in  its  fleet.  The Company's  possible  financing
sources  primarily include: (i) a limited amount of additional secured
aircraft debt  or sale-leaseback transactions involving owned aircraft
(a  very  large  majority of the Company's owned  aircraft,  including
virtually  all  of the Company's Section 1110-eligible  aircraft,  are
encumbered); (ii) debt secured by new aircraft deliveries; (iii)  debt
secured  by  other  assets; (iv) securitization  of  future  operating
receipts;  (v)  the  sale  or monetization  of  certain  assets;  (vi)
unsecured  debt;  and  (vii)  issuance of  equity  and/or  equity-like
securities.  However, the availability and level  of  these  financing
sources cannot be assured, particularly in light of the Company's  and
American's recent financial results, substantial indebtedness, current
credit  ratings, high fuel prices and the financial difficulties  that
have  been experienced in the airline industry. The inability  of  the
Company to obtain additional funding on acceptable terms would have  a
material  adverse impact on the ability of the Company to sustain  its
operations over the long-term.

The  Company's  substantial indebtedness and other  obligations  could
have  important consequences.  For example, they could: (i) limit  the
Company's ability to obtain additional financing for working  capital,
capital expenditures, acquisitions and general corporate purposes,  or
adversely  affect the terms on which such financing could be obtained;
(ii) require the Company to dedicate a substantial portion of its cash
flow  from  operations  to  payments on  its  indebtedness  and  other
obligations, thereby reducing the funds available for other  purposes;
(iii)  make  the  Company more vulnerable to economic downturns;  (iv)
limit  the  Company's ability to withstand competitive  pressures  and
reduce its flexibility in responding to changing business and economic
conditions;  and (v) limit the Company's flexibility in planning  for,
or  reacting to, changes in its business and the industry in which  it
operates.

Credit Facility Covenants

American has a secured bank credit facility which consists of  a  $275
million  revolving credit facility, with a final maturity on June  17,
2009,  and a fully drawn $442 million term loan facility, with a final
maturity  on  December 17, 2010 (the Revolving Facility and  the  Term
Loan  Facility, respectively, and collectively, the Credit  Facility).
On  March 30, 2007, American paid in full the principal balance of the
Revolving  Facility  and  as of June 30, 2007,  it  remained  undrawn.
American's  obligations under the Credit Facility  are  guaranteed  by
AMR.

  The  Credit  Facility contains a covenant (the  Liquidity  Covenant)
requiring  American  to  maintain,  as  defined,  unrestricted   cash,
unencumbered short term investments and amounts available for  drawing
under  committed  revolving credit facilities of not less  than  $1.25
billion  for  each  quarterly period through the life  of  the  Credit
Facility.  In  addition, the Credit Facility contains a covenant  (the
EBITDAR  Covenant)  requiring AMR to maintain a  ratio  of  cash  flow
(defined  as  consolidated net income, before interest  expense  (less
capitalized interest), income taxes, depreciation and amortization and
rentals,  adjusted for certain gains or losses and non-cash items)  to
fixed charges (comprising interest expense (less capitalized interest)
and  rentals).   The  required ratio was 1.30 to  1.00  for  the  four
quarter  period ending June 30, 2007, and will increase gradually  for
each  four  quarter  period ending on each fiscal  quarter  thereafter
until it reaches 1.50 to 1.00 for the four quarter period ending  June
30,  2009.  AMR  and  American were in compliance with  the  Liquidity
Covenant and the EBITDAR covenant as of June 30, 2007 and expect to be
able  to continue to comply with these covenants.  However, given fuel
prices  that  are high by historical standards and the  volatility  of
fuel  prices and revenues, it is difficult to assess whether  AMR  and
American  will,  in  fact, be able to continue to  comply  with  these
covenants, and there are no assurances that AMR and American  will  be
able to do so.  Failure to comply with these covenants would result in
a  default under the Credit Facility which - - if the Company did  not
take steps to obtain a waiver of, or otherwise mitigate, the default -
-  could  result  in  a  default under a  significant  amount  of  the
Company's  other  debt  and lease obligations  and  otherwise  have  a
material adverse impact on the Company.

Pension Funding Obligation

Of  the $364 million the Company expects to contribute to its defined
benefit  pension plans in 2007, the Company contributed $180  million
during the six months ended June 30, 2007 and contributed $86 million
on July 13, 2007.

As  a  result of a recent amendment to the Pension Protection Act  of
2006,  the timing of the Company's minimum required contributions  to
its  defined  benefit pension plans has changed  significantly.   The
legislation  did not change the Company's total future  contributions
and also did not change the expected contribution in 2007.

As  a result of the legislation, the Company's contractual obligations
for  Other long-term liabilities (as disclosed in the 2006 10-K)  have
changed.   In 2008 and 2009, the Company's obligation for Other  long-
term  liabilities  is expected to be approximately $471  million.   In
2010   and   2011,  the  Company's  obligation  for  Other   long-term
liabilities  is  expected to be approximately $702 million.   In  2012
through 2017, the Company's obligation for Other long-term liabilities
is  expected  to  be  approximately $3.0 billion.  Included  in  these
amounts   are   minimum  required  pension  contributions   based   on
actuarially  determined  estimates and  other  postretirement  benefit
payments based on estimated payments through 2017.

The U.S Congress is currently considering legislation that would allow
commercial  airline pilots to fly until age 65.  The Federal  Aviation
Administration  currently requires commercial pilots  to  retire  once
they  reach  age 60.  The Company has not completed its evaluation  of
the  impact  of the proposed legislation on its financial  statements;
however, the proposed legislation could have a material impact on  the
Company's  valuation of its liability for pension  and  postretirement
benefits.


Compensation

As  described  in  Note  7  to  the condensed  consolidated  financial
statements,  during 2006 and January 2007, the AMR Board of  Directors
approved  the  amendment  and restatement of all  of  the  outstanding
performance share plans, the related performance share agreements  and
deferred share agreements that required settlement in cash.  The plans
were  amended to permit settlement in cash and/or stock; however,  the
amendments  did  not  impact the fair value of the  awards  under  the
plans.   These changes were made in connection with a grievance  filed
by  the  Company's  three  labor unions which  asserted  that  a  cash
settlement may be contrary to a component of the Company's 2003 Annual
Incentive Program agreement with the unions.

American   has  a  profit  sharing  program  that  provides   variable
compensation  that rewards frontline employees when American  achieves
certain  financial  targets.   Generally,  the  profit  sharing   plan
provides for a profit sharing pool for eligible employees equal to  15
percent  of  pre-tax  income of American in excess  of  $500  million.
Based  on  current  conditions, the Company's  condensed  consolidated
financial statements include an accrual for profit sharing.  There can
be  no  assurance that the Company's forecasts will approximate actual
results.   Additionally,  reductions in  the  Company's  forecasts  of
income  for 2007 could result in the reversal of a portion or  all  of
the previously recorded profit sharing expense.

Cash Flow Activity

At  June  30, 2007, the Company had $5.9 billion in unrestricted  cash
and  short-term investments, an increase of $1.2 billion from December
31,  2006,  and  $275 million available under the Revolving  Facility.
Net  cash  provided  by operating activities in the  six-month  period
ended June 30, 2007 was $1.7 billion, an increase of $132 million over
the  same period in 2006 primarily due to the Company's management  of
capacity.  The Company contributed $180 million to its defined benefit
pension plans in the first six months of 2007 compared to $119 million
during the first six months of 2006.

Capital  expenditures  for  the first six months  of  2007  were  $364
million and primarily included aircraft modifications and the cost  of
improvements  at  New  York's  John  F.  Kennedy  airport  (JFK).    A
significant  portion of the Company's construction costs at  JFK  have
been  reimbursed through a fund established from a previous  financing
transaction.

On  January  26, 2007, AMR completed a public offering of  13  million
shares  of  its common stock.  The Company realized $497 million  from
the sale of equity.

In the past, the Company has from time to time refinanced, redeemed or
repurchased its debt and taken other steps to reduce its debt or lease
obligations  or  otherwise improve its balance sheet.  Going  forward,
depending   on  market  conditions,  its  cash  positions  and   other
considerations, the Company may continue to take such actions.

RESULTS OF OPERATIONS

For the Three Months Ended June 30, 2007 and 2006

Revenues

The  Company's  revenues decreased approximately $96 million,  or  1.6
percent,  to $5.9 billion in the second quarter of 2007 from the  same
period  last  year.  American's passenger revenues  decreased  by  1.0
percent,  or  $47  million, primarily driven by a capacity  (available
seat  mile) (ASM) decrease of 4.4 percent.  American's passenger  load
factor  increased  1.0  points to 83.6 percent and  passenger  revenue
yield  per  passenger mile increased by 2.3 percent  to  13.10  cents.
This  resulted  in  an  increase in American's passenger  revenue  per
available seat mile (RASM) of 3.6 percent to 10.96 cents. Following is
additional information regarding American's domestic and international
RASM  and capacity based on geographic areas defined by the Department
of Transportation (DOT):

                           Three Months Ended June 30, 2007
                          RASM      Y-O-Y      ASMs     Y-O-Y
                         (cents)   Change   (billions)  Change

   DOT Domestic           10.92      2.1%      27.1     (4.6)%
   International          11.03      6.2       15.5     (3.9)
      DOT Latin America   10.90      3.4        7.2     (0.2)
      DOT Atlantic        11.33      3.6        6.6     (1.6)
      DOT Pacific         10.41     26.4        1.7    (23.1)

The   Company's   Regional  Affiliates  include   two   wholly   owned
subsidiaries,  American Eagle Airlines, Inc. and  Executive  Airlines,
Inc.  (collectively,  AMR  Eagle), and two independent  carriers  with
which   American  has  capacity  purchase  agreements,  Trans   States
Airlines,   Inc.   (Trans  States)  and  Chautauqua   Airlines,   Inc.
(Chautauqua).

Regional  Affiliates' passenger revenues, which are based on  industry
standard  proration  agreements  for flights  connecting  to  American
flights, decreased $44 million, or 6.3 percent, to $658 million  as  a
result  of  decreased  capacity, load  factors  and  passenger  yield.
Regional  Affiliates'  traffic decreased 2.7 percent  to  2.6  billion
revenue  passenger miles (RPMs) and capacity decreased 1.6 percent  to
3.4  billion ASMs, resulting in a 0.8 point decrease in the  passenger
load factor to 76.8 percent.


Operating Expenses

The  Company's total operating expenses decreased 1.6 percent, or  $87
million, to $5.4 billion in the second quarter of 2007 compared to the
second  quarter of 2006.  American's mainline operating  expenses  per
ASM  in  the second quarter of 2007 increased 2.4 percent compared  to
the  second  quarter of 2006 to 11.14 cents. These increases  are  due
primarily  to  a  significant number of weather related  cancellations
that  resulted  in  a 2.1 percent decrease in the Company's  scheduled
mainline  departures during the second quarter of 2007.  The Company's
operating  and  financial results are significantly  affected  by  the
price  of  jet fuel. Continuing high fuel prices, additional increases
in  the  price  of fuel, or disruptions in the supply of  fuel,  would
further adversely affect the Company's financial condition and results
of operations.

   (in millions)                  Three Months
                                     Ended          Change     Percentage
   Operating Expenses             June 30, 2007    from 2006     Change

   Wages, salaries and benefits    $  1,655        $  (25)       (1.5)%
   Aircraft fuel                      1,644           (64)       (3.7)
   Other rentals and landing fees       313           (21)       (6.3)
   Depreciation and amortization        295             4         1.4
   Commissions, booking fees
     and credit card expense            268           (18)       (6.3)
   Maintenance, materials
     and repairs                        268            30         12.6  (a)
   Aircraft rentals                     152             3          2.0
   Food service                         133             4          3.1
   Other operating expenses             684             -           -
   Total operating expenses        $  5,412        $  (87)        (1.6)%

(a)   The  increase in Maintenance, materials and  repairs  is  the
result  of  fewer  of  the  Company's  aircraft  being  covered  by
manufacturer's warranty.

Other Income (Expense)

Interest  income increased $22 million in the second quarter  of  2007
compared to the second quarter of 2006 due primarily to an increase in
short-term  investment  balances.   Interest  expense  decreased   $25
million  as  a  result of a decrease in the Company's  long-term  debt
balance.

Income Tax

The  Company  did not record a net tax provision associated  with  its
second  quarter 2007 and 2006 earnings due to the Company providing  a
valuation   allowance,  as  discussed  in  Note  5  to  the  condensed
consolidated financial statements.

Operating Statistics

The  following table provides statistical information for American and
Regional Affiliates for the three months ended June 30, 2007 and 2006.

                                                  Three Months Ended
                                                       June 30,
                                                  2007          2006
American Airlines, Inc. Mainline Jet Operations
    Revenue passenger miles (millions)           35,669        36,857
    Available seat miles (millions)              42,647        44,600
    Cargo ton miles (millions)                      536           562
    Passenger load factor                         83.6%         82.6%
    Passenger revenue yield per passenger
      mile (cents)                                13.10         12.81
    Passenger revenue per available seat
      mile (cents)                                10.96         10.58
    Cargo revenue yield per ton mile (cents)      37.25         36.59
    Operating expenses per available seat
      mile, excluding Regional Affiliates
     (cents) (*)                                  11.14         10.88
    Fuel consumption (gallons, in millions)         713           737
    Fuel price per gallon (cents)                 207.5         209.5
    Operating aircraft at period-end                693           701

Regional Affiliates
    Revenue passenger miles (millions)            2,595        2,666
    Available seat miles (millions)               3,380        3,436
    Passenger load factor                         76.8%        77.6%

(*)   Excludes $710 million and $688 million of expense incurred
      related to Regional Affiliates in 2007 and 2006, respectively.

Operating aircraft at June 30, 2007, included:

American Airlines Aircraft             AMR Eagle Aircraft
Airbus A300-600R                 34    Bombardier CRJ-700         25
Boeing 737-800                   77    Embraer 135                39
Boeing 757-200                  137    Embraer 140                59
Boeing 767-200 Extended Range    15    Embraer 145               108
Boeing 767-300 Extended Range    58    Super ATR                  39
Boeing 777-200 Extended Range    47    Saab 340                   36
McDonnell Douglas MD-80         325    Total                     306
 Total                          693

The  average  aircraft age for American's and AMR Eagle's aircraft  is
14.4 years and 7.1 years, respectively.

Of  the  operating aircraft listed above, 25 McDonnell  Douglas  MD-80
aircraft - - 12 owned, eight operating leased and five capital  leased
-  -  and  11  operating leased Saab 340 aircraft  were  in  temporary
storage as of June 30, 2007.

Owned  and  leased aircraft not operated by the Company  at  June  30,
2007, included:

American Airlines Aircraft             AMR Eagle Aircraft
Boeing 757-200                    5    Embraer 145                10
Boeing 767-200 Extended Range     1    Saab 340                   29
Fokker 100                        4    Total                      39
McDonnell Douglas MD-80          13
 Total                           23

AMR  Eagle  leased  its  10 owned Embraer 145 aircraft  that  are  not
operated by AMR Eagle to Trans States Airlines, Inc.

For the Six Months Ended June 30, 2007 and 2006

Revenues

The  Company's  revenues decreased approximately $13 million,  or  0.1
percent, to $11.3 billion for the six months ended June 30, 2007  from
the same period last year.  American's passenger revenues increased by
0.4  percent,  or $35 million, while capacity (ASM) decreased  by  3.4
percent.   American's passenger load factor increased  0.9  points  to
80.9  percent and passenger revenue yield per passenger mile increased
by  2.8  percent  to  13.19 cents.  This resulted in  an  increase  in
American's passenger RASM of 4.0 percent to 10.67 cents. Following  is
additional information regarding American's domestic and international
RASM and capacity based on geographic areas defined by the DOT:

                           Six Months Ended June 30, 2007
                         RASM      Y-O-Y      ASMs      Y-O-Y
                        (cents)   Change   (billions)  Change

   DOT Domestic          10.56      1.5%      53.9      (3.9)%
   International         10.87      8.5       30.4      (2.7)
      DOT Latin America  11.23      7.0       15.0       0.5
      DOT Atlantic       10.70      6.1       12.0      (1.8)
      DOT Pacific         9.86     22.8        3.4     (17.4)

Regional  Affiliates' passenger revenues, which are based on  industry
standard  proration  agreements  for flights  connecting  to  American
flights, decreased $55 million, or 4.3 percent, to $1.2 billion  as  a
result  of  decreased  capacity, load  factors  and  passenger  yield.
Regional  Affiliates'  traffic decreased 1.7 percent  to  4.9  billion
revenue  passenger miles (RPMs) and capacity decreased 0.6 percent  to
6.7  billion ASMs, resulting in a 0.9 point decrease in the  passenger
load factor to 73.0 percent.


Operating Expenses

The  Company's total operating expenses decreased 1.3 percent, or $137
million,  to  $10.6  billion for the six months ended  June  30,  2007
compared  to  the same period in 2006.  American's mainline  operating
expenses  per ASM in the six months ended June 30, 2007 increased  1.8
percent  compared  to the same period in 2006 to  11.03  cents.  These
changes are due primarily to weather related cancellations in 2007.

   (in millions)
                                 Six Months
   Operating Expenses              Ended         Change     Percentage
                                June 30, 2007   from 2006     Change

   Wages, salaries and benefits   $  3,326       $  (83)      (2.4)%
   Aircraft fuel                     3,054         (127)      (4.0)
   Other rentals and landing fees      642           (8)      (1.2)
   Depreciation and amortization       585            7        1.2
   Commissions, booking fees
     and credit card expense           517          (38)      (6.8)
   Maintenance, materials
     and repairs                       516           42        8.9
   Aircraft rentals                    303            8        2.7
   Food service                        260            7        2.8
   Other operating expenses          1,388           55        4.1
   Total operating expenses       $ 10,591       $ (137)      (1.3)%


Other Income (Expense)

Interest  income increased $46 million in six months  ended  June  30,
2007  compared to the same period in 2006 due primarily to an increase
in  short-term  investment balances.  Interest expense  decreased  $45
million  as  a  result of a decrease in the Company's  long-term  debt
balance.

Income Tax

The  Company  did not record a net tax provision associated  with  its
earnings  for the six months ended June 30, 2007 and 2006 due  to  the
Company providing a valuation allowance, as discussed in Note 5 to the
condensed consolidated financial statements.

Operating Statistics

The  following table provides statistical information for American and
Regional Affiliates for the six months ended June 30, 2007 and 2006.

                                                Six Months Ended June 30,
                                                   2007          2006
American Airlines, Inc. Mainline Jet Operations
    Revenue passenger miles (millions)            68,244        69,872
    Available seat miles (millions)               84,338        87,351
    Cargo ton miles (millions)                     1,060         1,083
    Passenger load factor                          80.9%         80.0%
    Passenger revenue yield per passenger
      mile (cents)                                13.19          12.83
    Passenger  revenue per  available  seat
      mile (cents)                                10.67          10.26
    Cargo revenue yield per ton mile (cents)      37.80          36.15
    Operating expenses per available seat
      mile, excluding Regional Affiliates
      (cents) (*)                                 11.03          10.84
    Fuel consumption (gallons, in millions)       1,405          1,442
    Fuel price per gallon (cents)                 196.0          199.5

Regional Affiliates
    Revenue passenger miles (millions)            4,857          4,943
    Available seat miles (millions)               6,654          6,693
    Passenger load factor                         73.0%          73.9%

(*)   Excludes $1.4 billion and $1.3 billion of expense incurred
      related to Regional Affiliates in 2007 and 2006, respectively.

Outlook

The Company currently expects third quarter 2007 mainline unit cost to
increase  approximately 2.4 percent year over year.   Full  year  2007
mainline unit costs are expected to increase approximately 2.3 percent
versus 2006.

Capacity for American's mainline jet operations is expected to decline
more  than  2.4 percent in the third quarter of 2007 compared  to  the
third  quarter  of  2006.  Mainline capacity is  expected  to  decline
approximately 2.1 percent in the full year 2007 compared to 2006.

Critical Accounting Policies and Estimates

The  preparation of the Company's financial statements  in  conformity
with  generally accepted accounting principles requires management  to
make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes.  The Company
believes its estimates and assumptions are reasonable; however, actual
results and the timing of the recognition of such amounts could differ
from  those  estimates.   The  Company has  identified  the  following
critical accounting policies and estimates used by management  in  the
preparation of the Company's financial statements: accounting for long-
lived   assets,  passenger  revenue,  frequent  flyer  program,  stock
compensation, pensions and other postretirement benefits,  and  income
taxes.  These policies and estimates are described in the 2006 Form 10-
K.   In addition, the following policy was added during the six months
ended June 30, 2007.

Routes - AMR performs annual impairment tests on its routes, which are
indefinite  life  intangible  assets  under  Statement  of   Financial
Accounting Standard No. 142 "Goodwill and Other Intangibles" and as  a
result  they  are not amortized. The Company also performs  impairment
tests when events and circumstances indicate that the assets might  be
impaired.   These  tests are based on estimates of  discounted  future
cash flows, using assumptions based on historical results adjusted  to
reflect  the  Company's best estimate of future market  and  operating
conditions.   The  net  carrying value of assets  not  recoverable  is
reduced to fair value. The Company's estimates of fair value represent
its  best  estimate based on industry trends and reference  to  market
rates and transactions.

The   Company   has   recorded  route  acquisition  costs   (including
international routes and slots) of $846 million as of June  30,  2007,
including  a  significant  amount  related  to  operations  at  London
Heathrow.  The Company completed an impairment analysis on the  London
Heathrow  routes  (including  slots)  effective  March  31,  2007  and
concluded  that  no  impairment  exists.   The  Company  believes  its
estimates   and  assumptions  are  reasonable,  however,   given   the
significant uncertainty regarding how the recent open skies  agreement
will  ultimately affect its operations at Heathrow, the actual results
could differ from those estimates.  The Company believes its estimates
and  assumptions are reasonable, however, the market for LHR slots  is
still  developing and only a limited number of comparable transactions
have  occurred to date.  The Company will continue to evaluate  future
transactions  involving purchases of slots at LHR  and  the  potential
impact of those transactions on the value of the Company's routes  and
slots.  See  Note 4 to the condensed consolidated financial statements
for additional information.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There  have  been  no  material  changes  in  market  risk  from   the
information   provided  in  Item  7A.  Quantitative  and   Qualitative
Disclosures  About Market Risk of the Company's 2006 Form  10-K.   The
change  in  market  risk  for aircraft fuel  is  discussed  below  for
informational  purposes  due  to  the  sensitivity  of  the  Company's
financial results to changes in fuel prices.

The  risk inherent in the Company's fuel related market risk sensitive
instruments  and positions is the potential loss arising from  adverse
changes  in the price of fuel.  The sensitivity analyses presented  do
not consider the effects that such adverse changes may have on overall
economic  activity, nor do they consider additional actions management
may   take  to  mitigate  the  Company's  exposure  to  such  changes.
Therefore,  actual results may differ.  The Company does not  hold  or
issue derivative financial instruments for trading purposes.

Aircraft Fuel   The Company's earnings are affected by changes in  the
price  and  availability of aircraft fuel.   In  order  to  provide  a
measure of control over price and supply, the Company trades and ships
fuel  and  maintains  fuel storage facilities to  support  its  flight
operations.   The Company also manages the price risk  of  fuel  costs
primarily  by  using  jet fuel, heating oil,  and  crude  oil  hedging
contracts.   Market  risk  is estimated as a hypothetical  10  percent
increase  in  the  June 30, 2007 cost per gallon of  fuel.   Based  on
projected  2007  and 2008 fuel usage through June 30,  2008,  such  an
increase  would  result  in an increase to aircraft  fuel  expense  of
approximately $536 million in the twelve months ended June  30,  2008,
inclusive of the impact of fuel hedge instruments outstanding at  June
30, 2007.  Comparatively, based on projected 2007 fuel usage, such  an
increase  would have resulted in an increase to aircraft fuel  expense
of  approximately $531 million in the twelve months ended December 31,
2007, inclusive of the impact of fuel hedge instruments outstanding at
December 31, 2006.  The change in market risk is primarily due to  the
increase in fuel prices.

Ineffectiveness  is  inherent  in hedging  jet  fuel  with  derivative
positions  based in crude oil or other crude oil related  commodities.
As  required  by Statement of Financial Accounting Standard  No.  133,
"Accounting  for  Derivative Instruments and Hedging Activities",  the
Company  assesses, both at the inception of each hedge and on  an  on-
going  basis,  whether the derivatives that are used  in  its  hedging
transactions are highly effective in offsetting changes in cash  flows
of the hedged items.  In doing so, the Company uses a regression model
to   determine  the  correlation  of  the  change  in  prices  of  the
commodities  used to hedge jet fuel (e.g. NYMEX Heating  oil)  to  the
change in the price of jet fuel.  The Company also monitors the actual
dollar offset of the hedges' market values as compared to hypothetical
jet fuel hedges.  The fuel hedge contracts are generally deemed to  be
"highly effective" if the R-squared is greater than 80 percent and the
dollar  offset correlation is within 80 percent to 125  percent.   The
Company  discontinues hedge accounting prospectively if it  determines
that  a derivative is no longer expected to be highly effective  as  a
hedge or if it decides to discontinue the hedging relationship.

As  of  June  30,  2007, the Company had effective  hedges,  primarily
collars,  covering approximately 31 percent of its estimated remaining
2007  fuel  requirements and an insignificant amount of its  estimated
fuel   requirements  thereafter.   The  consumption  hedged  for   the
remainder  of 2007 is capped at an average price of approximately  $62
per  barrel of crude oil.  A deterioration of the Company's  financial
position  could negatively affect the Company's ability to hedge  fuel
in the future.

Item 4.  Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-
15(e)  and  15d-15(e) of the Securities Exchange Act of 1934,  or  the
Exchange  Act.  This term refers to the controls and procedures  of  a
company  that are designed to ensure that information required  to  be
disclosed by a company in the reports that it files under the Exchange
Act  is  recorded, processed, summarized and reported within the  time
periods  specified  by  the  Securities and  Exchange  Commission.  An
evaluation   was  performed  under  the  supervision  and   with   the
participation  of  the  Company's  management,  including  the   Chief
Executive  Officer  (CEO) and Chief Financial Officer  (CFO),  of  the
effectiveness  of the Company's disclosure controls and procedures  as
of June 30, 2007.  Based on that evaluation, the Company's management,
including  the  CEO  and CFO, concluded that the Company's  disclosure
controls and procedures were effective as of June 30, 2007. During the
quarter  ending on June 30, 2007, there was no change in the Company's
internal   control  over  financial  reporting  that  has   materially
affected,  or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings

On  July  26, 1999, a class action lawsuit was filed, and in  November
1999 an amended complaint was filed, against AMR, American, AMR Eagle,
Airlines Reporting Corporation, and the Sabre Group Holdings, Inc.  in
the  United  States  District  Court  for  the  Central  District   of
California,  Western  Division (Westways World  Travel,  Inc.  v.  AMR
Corp., et al.).  The lawsuit alleges that requiring travel agencies to
pay  debit  memos to American for violations of American's fare  rules
(by  customers  of  the agencies):  (1) breaches the  Agent  Reporting
Agreement   between  American  and  AMR  Eagle  and  the   plaintiffs;
(2)  constitutes  unjust  enrichment; and (3) violates  the  Racketeer
Influenced and Corrupt Organizations Act of 1970 (RICO).  On  July  9,
2003,  the  court certified a class that included all travel  agencies
who  have been or will be required to pay money to American for  debit
memos  for  fare rules violations from July 26, 1995 to  the  present.
The  plaintiffs sought to enjoin American from enforcing  the  pricing
rules  in  question and to recover the amounts paid for  debit  memos,
plus treble damages, attorneys' fees, and costs. On February 24, 2005,
the   court  decertified  the  class.   The  claims  against  Airlines
Reporting Corporation have been dismissed, and in September 2005,  the
Court  granted Summary Judgment in favor of the Company and all  other
defendants.   Plaintiffs have filed an appeal  to  the  United  States
Court of Appeals for the Ninth Circuit.  Although the Company believes
that  the  litigation is without merit, a final adverse court decision
could  impose restrictions on the Company's relationships with  travel
agencies, which could have a material adverse impact on the Company.

Between  April 3, 2003 and June 5, 2003, three lawsuits were filed  by
travel  agents,  some of whom opted out of a prior class  action  (now
dismissed) to pursue their claims individually against American, other
airline defendants, and in one case against certain airline defendants
and Orbitz LLC.  The cases, Tam Travel et. al., v. Delta Air Lines et.
al., in the United States District Court for the Northern District  of
California, San Francisco (51 individual agencies), Paula Fausky d/b/a
Timeless  Travel  v. American Airlines, et. al, in the  United  States
District Court for the Northern District of Ohio, Eastern Division (29
agencies)  and  Swope Travel et al. v. Orbitz et. al.  in  the  United
States  District  Court for the Eastern District  of  Texas,  Beaumont
Division (71 agencies) were consolidated for pre-trial purposes in the
United  States  District  Court for the  Northern  District  of  Ohio,
Eastern  Division.   Collectively, these  lawsuits  seek  damages  and
injunctive  relief  alleging that the certain airline  defendants  and
Orbitz  LLC:  (i) conspired to prevent travel agents  from  acting  as
effective  competitors  in  the distribution  of  airline  tickets  to
passengers  in  violation  of Section 1  of  the  Sherman  Act;   (ii)
conspired to monopolize the distribution of common carrier air  travel
between airports in the United States in violation of Section 2 of the
Sherman  Act; and that (iii) between 1995 and the present, the airline
defendants  conspired to reduce commissions paid to U.S.-based  travel
agents in violation of Section 1 of the Sherman Act.  On September 23,
2005, the Fausky plaintiffs dismissed their claims with prejudice.  On
September 14, 2006, the court dismissed with prejudice 28 of the Swope
plaintiffs.   American continues to vigorously defend these  lawsuits.
A  final adverse court decision awarding substantial money damages  or
placing  material restrictions on the Company's distribution practices
would have a material adverse impact on the Company.

Miami-Dade   County  (the  County)  is  currently  investigating   and
remediating   various   environmental   conditions   at   the    Miami
International Airport (MIA) and funding the remediation costs  through
landing  fees  and  various cost recovery methods.  American  and  AMR
Eagle  have  been named as potentially responsible parties (PRPs)  for
the  contamination  at MIA.  During the second quarter  of  2001,  the
County  filed a lawsuit against 17 defendants, including American,  in
an  attempt  to recover its past and future cleanup costs  (Miami-Dade
County, Florida v. Advance Cargo Services, Inc., et al. in the Florida
Circuit  Court). The Company is vigorously defending the lawsuit.   In
addition to the 17 defendants named in the lawsuit, 243 other agencies
and  companies  were  also  named as  PRPs  and  contributors  to  the
contamination.  The case is currently stayed while the parties  pursue
an  alternative dispute resolution process.  The County  has  proposed
draft  allocation models for remedial costs for the Terminal and  Tank
Farm  areas  of  MIA.  While it is anticipated that American  and  AMR
Eagle  will  be  allocated equitable shares  of  remedial  costs,  the
Company  does  not  expect the allocated amounts to  have  a  material
adverse effect on the Company.

On  July  12,  2004, a consolidated class action complaint,  that  was
subsequently amended on November 30, 2004, was filed against  American
and  the  Association  of Professional Flight Attendants  (APFA),  the
union  which  represents  the American's  flight  attendants  (Ann  M.
Marcoux,  et  al.,  v. American Airlines Inc., et al.  in  the  United
States  District Court for the Eastern District of New York). While  a
class  has not yet been certified, the lawsuit seeks on behalf of  all
of  American's flight attendants or various subclasses to  set  aside,
and  to  obtain  damages  allegedly resulting  from,  the  April  2003
Collective  Bargaining  Agreement referred  to  as  the  Restructuring
Participation  Agreement  (RPA).  The  RPA  was  one  of  three  labor
agreements American successfully reached with its unions in  order  to
avoid  filing  for  bankruptcy in 2003.  In  a  related  case  (Sherry
Cooper, et al. v. TWA Airlines, LLC, et al., also in the United States
District Court for the Eastern District of New York), the court denied
a preliminary injunction against implementation of the RPA on June 30,
2003.  The  Marcoux suit alleges various claims against the  APFA  and
American relating to the RPA and the ratification vote on the  RPA  by
individual  APFA members, including: violation of the Labor Management
Reporting  and Disclosure Act (LMRDA) and the APFA's Constitution  and
By-laws,  violation by the APFA of its duty of fair representation  to
its  members, violation by American of provisions of the Railway Labor
Act  (RLA) through improper coercion of flight attendants into  voting
or  changing  their  vote  for ratification,  and  violations  of  the
Racketeer Influenced and Corrupt Organizations Act of 1970 (RICO).  On
March 28, 2006, the district court dismissed all of various state  law
claims  against American, all but one of the LMRDA claims against  the
APFA,  and  the  claimed violations of RICO.  This  left  the  claimed
violations  of  the  RLA  and the duty of fair representation  against
American  and  the  APFA (as well as one LMRDA  claim  and  one  claim
against  the  APFA of a breach of its constitution).  By letter  dated
February  9,  2007,  plaintiffs'  counsel  informed  counsel  for  the
defendants  that  plaintiffs do not intend to pursue the  LMRDA  claim
against  APFA further.  Although the Company believes the case against
it  is  without  merit and both American and the APFA  are  vigorously
defending the lawsuit, a final adverse court decision invalidating the
RPA  and  awarding  substantial money damages would  have  a  material
adverse impact on the Company.

On  February  14,  2006, the Antitrust Division of the  United  States
Department of Justice (the "DOJ") served the Company with a grand jury
subpoena  as  part of an ongoing investigation into possible  criminal
violations  of the antitrust laws by certain domestic and foreign  air
cargo  carriers. At this time, the Company does not believe  it  is  a
target  of the DOJ investigation.  The New Zealand Commerce Commission
notified   the  Company  on  February  17,  2006  that  it   is   also
investigating  whether the Company and certain  other  cargo  carriers
entered   into  agreements  relating  to  fuel  surcharges,   security
surcharges, war risk surcharges, and customs clearance surcharges.  On
February  22,  2006,  the Company received a  letter  from  the  Swiss
Competition  Commission  informing  the  Company  that   it   too   is
investigating  whether the Company and certain  other  cargo  carriers
entered   into  agreements  relating  to  fuel  surcharges,   security
surcharges, war risk surcharges, and customs clearance surcharges.  On
December 19, 2006 and June 12, 2007, the Company received requests for
information   from   the  European  Commission,  seeking   information
regarding  the  Company's  corporate structure,  revenue  and  pricing
announcements for air cargo shipments to and from the European  Union.
On January 23, 2007, the Brazilian competition authorities, as part of
an  ongoing  investigation,  conducted an unannounced  search  of  the
Company's  cargo  facilities  in Sao  Paulo,  Brazil.   The  Brazilian
authorities  are investigating whether the Company and  certain  other
foreign and domestic air carriers violated Brazilian competition  laws
by illegally conspiring to set fuel surcharges on cargo shipments.  On
June 27, 2007, the Company received a request for information from the
Australian  Competition  and Consumer Commission  seeking  information
regarding fuel surcharges imposed by the Company on cargo shipments to
and  from Australia and regarding the structure of the Company's cargo
operations.   The  Company  intends  to  cooperate  fully  with  these
investigations  and  inquiries.  In the  event  that  these  or  other
investigations uncover violations of the U.S. antitrust  laws  or  the
competition laws of some other jurisdiction, such findings and related
legal proceedings could have a material adverse impact on the Company.
Approximately  44 purported class action lawsuits have been  filed  in
the  U.S.  against  the Company and certain foreign and  domestic  air
carriers alleging that the defendants violated U.S. antitrust laws  by
illegally  conspiring to set prices and surcharges on cargo shipments.
These cases, along with other purported class action lawsuits in which
the  Company  was  not named, were consolidated in the  United  States
District Court for the Eastern District of New York as In re Air Cargo
Shipping  Services Antitrust Litigation, 06-MD-1775 on June 20,  2006.
Plaintiffs  are  seeking trebled money damages and injunctive  relief.
The  Company  has  not been named as a defendant in  the  consolidated
complaint filed by the plaintiffs.  However, the plaintiffs  have  not
released  any claims that they may have against the Company,  and  the
Company may later be added as a defendant in the litigation.   If  the
Company  is sued on these claims, it will vigorously defend the  suit,
but  any adverse judgment could have a material adverse impact on  the
Company.   Also, on January 23, 2007, the Company was  served  with  a
purported  class action complaint filed against the Company, American,
and certain foreign and domestic air carriers in the Supreme Court  of
British  Columbia in Canada (McKay v. Ace Aviation Holdings, et  al.).
The   plaintiff   alleges  that  the  defendants   violated   Canadian
competition laws by illegally conspiring to set prices and  surcharges
on  cargo  shipments.  The complaint seeks compensatory  and  punitive
damages  under Canadian law.  On June 22, 2007, the plaintiffs  agreed
to  dismiss their claims against the Company. The dismissal is without
prejudice,  and the Company could be brought back into the  litigation
at  a future date. If litigation is recommenced against the Company in
the  Canadian  courts,  the  Company will  vigorously  defend  itself;
however, any adverse judgment could have a material adverse impact  on
the Company.

On  June  20,  2006,  the DOJ served the Company  with  a  grand  jury
subpoena  as  part of an ongoing investigation into possible  criminal
violations  of  the  antitrust laws by certain  domestic  and  foreign
passenger carriers. At this time, the Company does not believe it is a
target  of  the DOJ investigation.  The Company intends  to  cooperate
fully  with  this  investigation.  In the event  that  this  or  other
investigations uncover violations of the U.S. antitrust  laws  or  the
competition laws of some other jurisdiction, such findings and related
legal proceedings could have a material adverse impact on the Company.
Approximately  52 purported class action lawsuits have been  filed  in
the  U.S.  against  the Company and certain foreign and  domestic  air
carriers alleging that the defendants violated U.S. antitrust laws  by
illegally  conspiring  to  set  prices and  surcharges  for  passenger
transportation.  These cases, along with other purported class  action
lawsuits in which the Company was not named, were consolidated in  the
United  States District Court for the Northern District of  California
as   In   re  International  Air  Transportation  Surcharge  Antitrust
Litigation,  M  06-01793 on October 25, 2006.  On July  9,  2007,  the
Company  was  named  as  a  defendant in the  consolidated  complaint.
Plaintiffs  are  seeking trebled money damages and injunctive  relief.
American  will vigorously defend these lawsuits; however, any  adverse
judgment could have a material adverse impact on the Company.

American is defending a lawsuit (Love Terminal Partners, L.P.  et  al.
v.  The  City of Dallas, Texas et al.) filed on July 17, 2006  in  the
United  States District Court in Dallas.  The suit was brought by  two
lessees  of facilities at Dallas Love Field Airport against  American,
the cities of Fort Worth and Dallas, Southwest Airlines, Inc., and the
Dallas/Fort Worth International Airport Board.  The suit alleges  that
an agreement by and between the five defendants with respect to Dallas
Love  Field  violates Sections 1 and 2 of the Sherman Act.  Plaintiffs
seek   injunctive  relief  and  compensatory  and  statutory  damages.
American  will  vigorously defend this lawsuit; however,  any  adverse
judgment could have a material adverse impact on the Company.

On  August  21, 2006, a patent infringement lawsuit was filed  against
American and American Beacon Advisors, Inc. (a wholly-owned subsidiary
of  the  Company), in the United States District Court for the Eastern
District  of  Texas  (Ronald  A. Katz Technology  Licensing,  L.P.  v.
American Airlines, Inc., et al.).  This case has been consolidated  in
the  Central  District  of  California  for  pre-trial  purposes  with
numerous   other  cases  brought  by  the  plaintiff   against   other
defendants.   The plaintiff alleges that American and American  Beacon
infringe a number of the plaintiff's patents, each of which relates to
automated telephone call processing systems.  The plaintiff is seeking
past  and  future royalties, injunctive relief, costs  and  attorneys'
fees.   Although the Company believes that the plaintiff's claims  are
without merit and is vigorously defending the lawsuit, a final adverse
court  decision awarding substantial money damages or placing material
restrictions  on  existing automated telephone call system  operations
would have a material adverse impact on the Company.

American is defending a lawsuit (Kelley Kivilaan v. American Airlines,
Inc.), filed on September 16, 2004 in the United States District Court
for  the  Middle  District of Tennessee.  The suit was  brought  by  a
flight  attendant who seeks to represent a purported class of  current
and  former flight attendants.  The suit alleges that several  of  the
Company's medical benefits plans discriminate against females  on  the
basis  of  their gender in not providing coverage in all circumstances
for  prescription  contraceptives.  Plaintiff seeks injunctive  relief
and  monetary  damages.   A motion for class  certification  has  been
filed,  but  the  case has not yet been certified as a  class  action.
American  will  vigorously defend this lawsuit; however,  any  adverse
judgment could have a material adverse impact on the Company.



Item 4.  Submission of Matters to a Vote of Security Holders

The owners of 216,427,925 shares of common stock, or 90.08 percent of
shares  outstanding,  were  represented  at  the  annual  meeting  of
stockholders  on  May  16, 2007 at the American Airlines  Training  &
Conference Center, Flagship Auditorium, 4501 Highway 360 South,  Fort
Worth, Texas.

Stockholders  elected the Company's 12 nominees  to  the  12  director
positions by the vote shown below:

                        Votes        Votes
     Nominees            For        Withheld
Gerard J. Arpey      198,801,819   17,626,106
John W. Bachmann     201,796,916   14,631,009
David L. Boren       197,489,442   18,938,483
Armando M. Codina    197,644,112   18,783,813
Earl G. Graves       199,197,375   17,230,550
Ann M. Korologos     199,202,761   17,225,164
Michael A. Miles     201,443,791   14,984,134
Philip J. Purcell    198,251,515   18,176,410
Ray M. Robinson      200,970,877   15,457,048
Judith Rodin, Ph.D.  201,420,551   15,007,374
Matthew K. Rose      201,738,165   14,689,760
Roger T. Staubach    201,736,958   14,690,967


Stockholders ratified the Audit Committee's decision to retain  Ernst
&  Young  LLP  as independent auditors for the Company for  the  2007
fiscal  year.  The vote was 192,088,498 in favor, 3,775,425  against,
and 122,799 abstaining.

Stockholders  rejected  a  proposal to  allow  cumulative  voting  in
election of outside directors.  The proposal was submitted by  Evelyn
Y.  Davis.   The  vote was 62,203,334 in favor, 117,862,867  against,
287,945 abstaining and 36,073,779 not voting.

Stockholders approved a proposal to give holders of 10 percent of the
Company's  outstanding  common stock the  power  to  call  a  special
shareholder  meeting.  The proposal was submitted by John  Chevedden.
The  vote  was  97,059,851  in  favor,  82,912,154  against,  382,140
abstaining and 36,073,780 not voting.

Stockholders rejected a proposal to require that at least 75  percent
of  future  equity  compensation  awarded  to  senior  executives  be
performance   based  with  the  performance  criteria  disclosed   to
shareholders.   The proposal was submitted by John Chevedden,  acting
as  proxy  for  Patricia Haddon.  The vote was 13,148,827  in  favor,
152,443,544 against, 14,761,774 abstaining and 36,073,780 not voting.

Stockholders rejected a proposal to allow shareholders to vote  on  a
non-binding  advisory resolution to ratify the  compensation  of  the
Company's  named executive officers.  The proposal was  submitted  by
The  Allied  Pilots Association.  The vote was 68,424,832  in  favor,
105,821,913 against, 6,107,402 abstaining and 36,073,778 not voting.

Item 5.  Other Information
As  discussed  in  the  Company's Proxy  Statement,  the  Compensation
Committee  of  the  Company's Board of Directors conducts  annually  a
comprehensive review of compensation for the executive officers of the
Company and American with independent compensation consultants engaged
by  the  Committee.   At the July 2007 meetings  of  the  Compensation
Committee  and the Board, the following compensation initiatives  were
approved (effective July 23, 2007):

  .  Grants of stock-settled stock appreciation rights pursuant to the
     form of Stock Appreciation Right Agreement ("SAR Agreement"), attached
     as Exhibit 10.1 to this Form 10-Q.  An attachment to the form SAR
     Agreement notes the stock-settled stock appreciation right grants to
     the executive officers, effective July 23, 2007.

..    Grants of deferred shares pursuant to the form of Deferred Share
     Award Agreement for 2007 ("Deferred Share Agreement").  The form of
     the Deferred Share Agreement is attached as Exhibit 10.2 to this Form
     10-Q, and an attachment to the form Deferred Share Agreement notes the
     deferred share grants to the executive officers, effective July 23,
     2007.

..    Grants of performance shares pursuant to the form of Performance
     Share Agreement ("Performance Share Agreement") under the 2007 - 2009
     Performance Share Plan for Officers and Key Employees ("Performance
     Share Plan").  The form of the Performance Share Agreement  and the
     Performance Share Plan are attached as Exhibit 10.3 to this
     Form 10-Q, and an attachment to the form Performance Share Agreement
     notes the performance share grants to the executive officers,
     effective July 23, 2007.

..    A grant of 58,000 career performance shares (effective July 23,
     2007) pursuant to the terms of the Career Performance Shares, Deferred
     Stock Award Agreement between the Company and Gerard J. Arpey, dated
     as of July 25, 2005.  The form of this agreement is attached as
     Exhibit 10.6 to the Company's report on Form 10-Q for the quarterly
     period ended June 30, 2005.

Item 6.  Exhibits

The following exhibits are included herein:

10.1  Form  of Stock Appreciation Right Agreement under the 1998  Long
      Term  Incentive Plan, as Amended (with awards to executive officers
      noted)

10.2  Form  of  2007 Deferred Share Award Agreement  (with  awards  to
      executive officers noted)

10.3  Form  of  Performance Share Agreement under the 2007  -  2009
      Performance Share Plan for Officers and Key Employees and the
      2007-2009 Performance Share Plan for Officers and Key Employees
      (with awards to executive officers noted)

12    Computation of ratio of earnings to fixed charges for the  three
      and six months ended June 30, 2007 and 2006.

31.1  Certification of Chief Executive Officer pursuant to  Rule  13a-
      14(a).

31.2  Certification of Chief Financial Officer pursuant to  Rule  13a-
      14(a).

32    Certification pursuant to Rule 13a-14(b) and section 906 of  the
      Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
      chapter 63 of title 18, United States Code).

















Signature

Pursuant  to the requirements of the Securities Exchange Act of  1934,
the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                               AMR CORPORATION




Date:  July 24, 2007        BY: /s/ Thomas W. Horton
                                Thomas W. Horton
                                Executive Vice President and Chief
                                Financial Officer
                               (Principal Financial and Accounting Officer)