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

                            FORM 10-Q



[X]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2004.


[  ]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 1-2691.



                    American Airlines, Inc.
     (Exact name of registrant as specified in its charter)

        Delaware                            13-1502798
    (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 X      No       .

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes X    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 - 1,000 shares as of April 16, 2004.

The registrant meets the conditions set forth in, and is filing
this form with the reduced disclosure format prescribed by,
General Instructions H(1)(a) and (b) of Form 10-Q.


                                 INDEX

                        AMERICAN AIRLINES, INC.




PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated Statements of Operations -- Three months  ended  March
  31, 2004 and 2003

  Condensed  Consolidated  Balance  Sheets  --  March  31,  2004  and
  December 31, 2003

  Condensed  Consolidated Statements of Cash Flows  --  Three  months
  ended March 31, 2004 and 2003

  Notes to Condensed Consolidated Financial Statements -- March 31, 2004

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 6.  Exhibits and Reports on Form 8-K


SIGNATURE
                    PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

AMERICAN AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In millions)
<Table>
<Caption>
                                           Three Months Ended March 31,
                                                 2004            2003

                                          <c>             <c>
Revenues
    Passenger                                $    3,678      $   3,394
    Regional Affiliates                             420            326
    Cargo                                           148            134
    Other                                           257            254
      Total operating revenues                    4,503          4,108


Expenses
  Wages, salaries and benefits                    1,521          1,989
  Aircraft fuel                                     748            682
  Regional payments                                 433            371
  Depreciation and amortization                     285            297
  Other rentals and landing fees                    275            268
  Commissions, booking fees and credit
   card expense                                     288            255
  Maintenance, materials and repairs                196            195
  Aircraft rentals                                  148            184
  Food service                                      136            148
  Other operating expenses                          498            597
  Special charges                                     -             25
    Total operating expenses                      4,528          5,011

Operating Loss                                      (25)          (903)

Other Income (Expense)
  Interest income                                    14             13
  Interest expense                                 (160)          (149)
  Interest capitalized                               17             18
  Related party interest - net                        -              3
  Miscellaneous - net                               (28)           (14)
                                                   (157)          (129)

Loss Before Income Taxes                           (182)        (1,032)
Income tax                                            -              -
Net Loss                                       $   (182)      $ (1,032)

</Table>



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

                                  -1-

AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In millions)
<Table>
<Caption>

                                                   March 31,      December 31,
                                                     2004             2003

                                              <c>              <c>
Assets
Current Assets
  Cash                                           $       149      $      118
  Short-term investments                               3,058           2,474
  Restricted cash and short-term investments             501             527
  Receivables, net                                       929             760
  Inventories, net                                       451             475
  Other current assets                                   221             232
    Total current assets                               5,309           4,586

Equipment and Property
  Flight equipment, net                               12,670          12,803
  Other equipment and property, net                    2,317           2,344
  Purchase deposits for flight equipment                 277             277
                                                      15,264          15,424

Equipment and Property Under Capital Leases
  Flight equipment, net                                1,262           1,279
  Other equipment and property, net                       82              86
                                                       1,344           1,365

Route acquisition costs and airport operating and
  gate lease rights, net                               1,214           1,221
Other assets                                           3,879           3,875
                                                 $    27,010      $   26,471

Liabilities and Stockholder's Equity
Current Liabilities
  Accounts payable                               $       960      $      910
  Accrued liabilities                                  1,919           1,840
  Air traffic liability                                3,201           2,799
  Payable to affiliates, net                             168             153
  Current maturities of long-term debt                   467             465
  Current obligations under capital leases               164             170
    Total current liabilities                          6,879           6,337

Long-term debt, less current maturities                9,177           9,073
Obligations under capital leases, less
  current obligations                                  1,111           1,156
Pension and postretirement benefits                    4,720           4,803
Other liabilities, deferred gains and
 deferred credits                                      4,671           4,757

Stockholder's Equity
  Common stock                                             -               -
  Additional paid-in capital                           3,329           3,023
  Accumulated other comprehensive loss                  (910)           (893)
  Retained deficit                                    (1,967)         (1,785)
                                                         452             345
                                                 $    27,010      $   26,471
</Table>
The  accompanying notes are an integral part of these financial statements.

                                    -2-

AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In millions)
<Table>
<Caption>
                                                Three Months Ended March 31,
                                                     2004         2003
<c>                                               <c>            <c>
Net Cash Provided (Used) by Operating Activities  $    298       $   (614)

Cash Flow from Investing Activities:
  Capital expenditures, including purchase
   deposits for flight equipment                       (79)          (158)
  Net (increase) decrease in short-term investments   (584)           730
  Net decrease in restricted cash and
   short-term investments                               26             233
  Proceeds from sale of equipment and property          10              28
  Other                                                (12)             22
    Net cash (used) provided by investing activities  (639)            855

Cash Flow from Financing Activities:
  Payments on long-term debt and capital
   lease obligations                                  (129)           (190)
  Proceeds from issuance of long-term debt             180               -
  Funds transferred from affiliates, net               321               5
    Net cash provided (used) provided by
     financing activities                              372            (185)

Net increase in cash                                    31              56
Cash at beginning of period                            118             100

Cash at end of period                             $    149       $     156


Activities Not Affecting Cash

Flight equipment acquired through seller financing $     -       $     134
</Table>

















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


                                 -3-
AMERICAN AIRLINES, INC.
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 unless otherwise disclosed, 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. American Airlines, Inc.  (American
  or  the  Company)  is a wholly owned subsidiary of  AMR  Corporation
  (AMR).  For further information, refer to the consolidated financial
  statements and footnotes thereto included in the American  Airlines,
  Inc.  Annual  Report  on Form 10-K for the year ended  December  31,
  2003  (2003  Form 10-K).  Certain amounts have been reclassified  to
  conform with the 2004 presentation.

2.The  Company  accounts  for its participation in  AMR's  stock-based
  compensation  plans in accordance with Accounting  Principles  Board
  Opinion No. 25, "Accounting for Stock Issued to Employees" (APB  25)
  and  related Interpretations.  Under APB 25, no compensation expense
  is  recognized for stock option grants if the exercise price of  the
  Company's  stock option grants is at or above the fair market  value
  of  the  underlying  stock on the date of grant.   The  Company  has
  adopted  the pro forma disclosure features of Statement of Financial
  Accounting   Standards   No.   123,  "Accounting   for   Stock-Based
  Compensation"  (SFAS  123),  as amended by  Statement  of  Financial
  Accounting   Standards   No.   148,  "Accounting   for   Stock-Based
  Compensation-Transition  and  Disclosure."   The   following   table
  illustrates  the effect on net loss if the Company had  applied  the
  fair  value  recognition  provisions  of  SFAS  123  to  stock-based
  employee compensation (in millions):
<Table>
<Caption>
                                           Three Months Ended March 31,
                                               2004        2003
  
                                        <c>         <c>
  Net loss, as reported                      $(182)      $(1,032)
  Add: Stock-based employee compensation
    expense included in reported net loss       11            (3)
  Deduct:  Total stock-based employee
    compensation expense determined
    under fair value based methods for
    all awards                                 (27)           (7)
  Pro forma net loss                         $(198)      $(1,042)

</Table>
3.As of March 31, 2004, the Company had commitments to acquire  47
  Boeing  737-800s  and nine Boeing 777-200ERs in 2006  through  2010.
  Future payments for all aircraft, including the estimated amounts for
  price escalation, will approximate $106 million in 2005, $654 million
  in 2006 and an aggregate of approximately $2.0 billion in 2007 through
  2010.

  The  Company  is subject to environmental issues at various  airport
  and  non-airport  locations for which it  has  accrued,  in  Accrued
  liabilities  on  the  accompanying  condensed  consolidated  balance
  sheets,  $75 million and $72 million at March 31, 2004 and  December
  31,  2003,  respectively. Management believes, after  considering  a
  number   of  factors,  that  the  ultimate  disposition   of   these
  environmental  issues  is  not expected  to  materially  affect  the
  Company's consolidated financial position, results of operations  or
  cash flows.  Amounts recorded for environmental issues are based  on
  the  Company's  current  assessments of the  ultimate  outcome  and,
  accordingly,  could  increase  or  decrease  as  these   assessments
  change.

                                  -4-

AMERICAN AIRLINES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

  In  2003, the Company reached concessionary agreements with  certain
  lessors.   Certain  of these agreements provide that  the  Company's
  obligations  under the related leases revert to the  original  terms
  if  certain events occur prior to December 31, 2005, including:  (i)
  an  event of default under the related lease (which generally occurs
  only  if  a  payment  default occurs), (ii) an event  of  loss  with
  respect  to the related aircraft, (iii) rejection by the Company  of
  the  lease under the provisions of Chapter 11 of the U.S. Bankruptcy
  Code or (iv) the Company's filing for bankruptcy under Chapter 7  of
  the  U.S.  Bankruptcy  Code.  If any one of  these  events  were  to
  occur,  the  Company  would  be responsible  for  approximately  $45
  million  in  additional operating lease payments and $65 million  in
  additional payments related to capital leases as of March 31,  2004.
  This   amount  will  increase  to  approximately  $119  million   in
  operating  lease  payments and $111 million in payments  related  to
  capital  leases prior to the expiration of the provision on December
  31,  2005.  These  amounts  are being accounted  for  as  contingent
  rentals and will only be recognized if they become payable.

  Financial   Accounting  Standards  Board  Interpretation   No.   45,
  "Guarantor's Accounting and Disclosure Requirements for  Guarantees,
  Including   Indirect   Guarantees   of   Indebtedness   of   Others"
  (Interpretation  45),  requires disclosures in  interim  and  annual
  financial  statements  about obligations  under  certain  guarantees
  issued  by  the  Company. The disclosures required by Interpretation
  45  were  included in Notes 4, 5 and 6 to the consolidated financial
  statements  in  the 2003 Form 10-K. There have been  no  significant
  changes to such disclosures.

4.Accumulated  depreciation of owned equipment and property  at  March
  31,  2004  and December 31, 2003 was $8.0 billion and $7.8  billion,
  respectively.   Accumulated amortization of equipment  and  property
  under  capital leases at March 31, 2004 and December  31,  2003  was
  $1.1 billion.

5.As  discussed in Note 8 to the consolidated financial statements  in
  the  2003  Form 10-K, the Company has a valuation allowance  against
  the  full  amount  of  its  net deferred tax  asset.  The  Company's
  deferred tax asset valuation allowance increased $71 million  during
  the  three months ended March 31, 2004 to $1.1 billion as  of  March
  31, 2004.

6.In  February  2004,  American  issued $180  million  of  Fixed  Rate
  Secured  Notes  due 2009.  These notes are secured by certain  spare
  parts  (with a net book value of $224 million as of March 31,  2004)
  and bear interest at 7.25 percent.

  Also  in February 2004, AMR issued $324 million principal amount  of
  4.50  percent  senior  convertible notes  due  2024.  Each  note  is
  convertible  into AMR common stock at a conversion rate  of  45.3515
  shares  per  $1,000 principal amount of notes (which  represents  an
  equivalent  conversion  price  of  $22.05  per  share),  subject  to
  adjustment  in  certain  circumstances. The  notes  are  convertible
  under  certain  circumstances, including if  (i)  the  closing  sale
  price  of AMR's common stock reaches a certain level for a specified
  period  of time, (ii) the trading price of the notes as a percentage
  of  the  closing  sale  price of AMR's common stock  falls  below  a
  certain  level for a specified period of time, (iii) AMR  calls  the
  notes  for redemption, or (iv) certain corporate transactions occur.
  Holders  of  the  notes  may require AMR to repurchase  all  or  any
  portion  of  the  notes on February 15, 2009, 2014  and  2019  at  a
  purchase  price  equal to the principal amount of  the  notes  being
  purchased  plus accrued and unpaid interest to the date of purchase.
  AMR  may  pay  the  purchase  price  in  cash,  common  stock  or  a
  combination of cash and common stock.  After February 15, 2009,  AMR
  may  redeem  all  or any portion of the notes for cash  at  a  price
  equal  to  the  principal amount of the notes  being  redeemed  plus
  accrued  and unpaid interest as of the redemption date. These  notes
  are  guaranteed by American.  If the holders of these notes or AMR's
  4.25  percent  senior  convertible notes due  2023  require  AMR  to
  repurchase all or any portion of the notes on the repurchase  dates,
  it is AMR's present intention to satisfy the requirement in cash.

  As   of   March  31,  2004,  AMR  has  issued  guarantees   covering
  approximately  $932 million of American's tax-exempt bond  debt  and
  American  has issued guarantees covering approximately $1.3  billion
  of  AMR's  unsecured debt.  In addition, as of March 31,  2004,  AMR
  and  American  have  issued guarantees covering  approximately  $484
  million of AMR Eagle's secured debt.

                                 -5-

AMERICAN AIRLINES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

7.The following table provides the components of net periodic
  benefit cost for the three months ended March 31, 2004 and 2003 (in
  millions):
<Table>
<Caption>
                                                       Other Postretirement
                                 Pension Benefits            Benefits
                                2004         2003        2004        2003
  
                         <c>            <c>         <c>         <c>
  Components of net periodic
   benefit cost

   Service cost               $  89         $  109       $  19       $   24
   Interest cost                142            152          51           56
   Expected return on assets   (142)          (118)         (3)          (2)
   Amortization of:
     Prior service cost           4              7          (3)          (2)
     Unrecognized net loss       14             32           2            5

   Net periodic benefit cost  $ 107         $  182       $  66       $   81
</Table>

  The  Company expects to contribute a minimum of approximately  $433
  million  and $412 million to its defined benefit pension  plans  in
  2004 and 2005, respectively. The Company's estimates of its defined
  benefit  pension plan contributions reflect the provisions  of  the
  Pension  Funding  Equity Act of 2004, which was  enacted  in  April
  2004.  Of  the $433 million minimum amount the Company  expects  to
  contribute  to  its  defined benefit pension  plans  in  2004,  the
  Company  contributed approximately $213 million  during  the  three
  months ended March 31, 2004 and an additional $106 million on April
  15, 2004.

  In  December  2003, the President signed the Medicare  Prescription
  Drug,  Improvement and Modernization Act of 2003 (the Modernization
  Act),  which introduces a prescription drug benefit under  Medicare
  into law. In January 2004, the Financial Accounting Standards Board
  (FASB)  issued  a  FASB Staff Position which permits  companies  to
  elect to defer accounting for the effects of the Modernization Act.
  The  Company  has not elected this deferral and has recognized  the
  effect  of  the  Modernization  Act  in  the  calculation  of   its
  postretirement  benefit  liability as of  December  31,  2003.  The
  effect  of  the  Modernization  Act was  to  reduce  the  Company's
  accumulated  postretirement  benefit  obligation  (APBO)  by   $415
  million  by  decreasing  unrecognized net  actuarial  losses.  This
  decrease  is  due to a reduction in the expected per capita  claims
  cost  along with a reduction in the expected rates of participation
  in the plan. The decrease in the APBO is reflected in the Company's
  2004  postretirement  benefits  expense  through  amortization   of
  unrecognized gains/losses.  Additionally, the service and  interest
  cost  components  of  the  Company's 2004  postretirement  benefits
  expense have been reduced as a result of the Modernization Act. The
  effect of the Modernization Act was to decrease the Company's  full
  year  2004  postretirement benefits expense  by  approximately  $60
  million.  Final  authoritative  guidance  on  accounting  for   the
  Modernization Act has not been issued and could require the Company
  to change previously reported information.

                               -6-

AMERICAN AIRLINES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

8.During  the last three years, as a result of the events of September
  11,  2001 and the Company's continuing restructuring activities, the
  Company  has  recorded  a  number  of  special  charges  related  to
  aircraft charges, facility exit costs and employee charges.  Special
  charges  for the three months ended March 31, 2003 included employee
  severance  charges  related  to  the  Company's  2002  restructuring
  initiatives.  The  following table summarizes  the  changes  in  the
  remaining accruals for these charges (in millions):
<Table>
<Caption>

                            Aircraft   Facility     Employee
                            Charges   Exit Costs    Charges   Total
      
                   <c>         <c>        <c>       <c>
     Remaining accrual
      at December 31, 2003  $  194      $  56      $  26     $ 276
      Payments                 (27)        (2)        (4)      (33)
     Remaining accrual
      at March 31, 2004     $  167      $  54      $  22     $ 243
</Table>

  Cash  outlays  related to the accruals, as of March  31,  2004,  for
  aircraft  charges,  facility exit costs and  employee  charges  will
  occur through 2014, 2018 and 2004, respectively.

9.The  Company  includes  changes in the  fair  value  of  certain
  derivative  financial instruments that qualify for hedge accounting,
  changes in minimum pension liabilities and unrealized gains and losses
  on available-for-sale securities in comprehensive loss. For the three
  months  ended March 31, 2004 and 2003, comprehensive loss  was  $199
  million  and $1.1 billion, respectively. The difference between  net
  loss and comprehensive loss for the three months ended March 31, 2004
  and  2003  is  due  primarily to the accounting  for  the  Company's
  derivative financial instruments.

10.American  classifies  certain  receivables  from  its  parent   and
  affiliates   against   paid-in-capital.  In   February   2004,   AMR
  transferred  the  proceeds  from its 4.5 pecent  senior  convertible
  notes due 2024 to American, reducing American's receivable from  AMR
  by  approximately $315 million.  As of March 31, 2004,  the  Company
  classified a $77 million receivable from its parent against paid-in-
  capital  on  the accompanying condensed consolidated balance  sheet.
  Comparatively,  as  of December 31, 2003, the Company  classified  a
  $383  million receivable from its parent against paid-in-capital  on
  the accompanying condensed consolidated balance sheet.













                                    -7-


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,"  "believes," and similar expressions  are  intended  to
identify   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  needs,  overall   economic
conditions, plans and objectives for future operations, and the impact
on  the Company of its results of operations for the past three  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 risk factors that could cause actual results to differ
materially  from our 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:  changes  in economic, business and financial  conditions;
the  Company's  substantial indebtedness; high  fuel  prices  and  the
availability  of  fuel;  the residual effects  of  the  war  in  Iraq;
conflicts  in  the  Middle East or elsewhere; the  highly  competitive
business environment faced by the Company, with increasing competition
from  low cost carriers and historically low fare levels; the  ability
of  the  Company to implement its restructuring program and the effect
of   the  program  on  operational  performance  and  service  levels;
uncertainties with respect to the Company's international  operations;
changes in the Company's business strategy; actions by U.S. or foreign
government  agencies; the possible occurrence of additional  terrorist
attacks;  another  outbreak of a disease (such as SARS)  that  affects
travel   behavior;  uncertainties  with  respect  to   the   Company's
relationships  with  unionized and other  employee  work  groups;  the
inability  of  the  Company  to satisfy existing  financial  or  other
covenants  in  certain of its credit agreements; the  availability  of
future   financing;  and  increased  insurance  costs  and   potential
reductions  of  available insurance coverage.  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  Annual  Report on Form 10-K  for  the  year  ended
December 31, 2003.

Overview

American's net loss was $182 million for the first quarter of 2004, an
improvement  of $850 million over its $1.0 billion net  loss  for  the
first quarter of 2003.  American's operating loss was $25 million  for
the  first  quarter of 2004, an improvement of $878 million  over  its
operating loss of $903 million for the first quarter of 2003.

The  year-over-year  improvement in the Company's  operating  results
reflects  the  benefit  of  the  cost reduction  initiatives  in  the
Company's restructuring program, which is described more fully  under
Item  7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's Annual Report on Form 10-
K  for  the  year  ended  December 31, 2003. In  addition,  passenger
traffic  (revenue  passenger miles) in  the  first  quarter  of  2004
exceeded    the   Company's   expectations,   reflecting   continuing
improvement in the U.S. economy and increasing demand for air travel.
However,  yield and unit revenues (passenger revenues  per  available
seat  mile) remain depressed relative to historical measures  because
of the Company's reduced pricing power, resulting mainly from greater
cost  sensitivity  on  the  part  of travelers,  especially  business
travelers,  and  intensifying competition arising in  part  from  the
growth  of  low-cost  carriers  and  in  part  from  the  effects  of
significant  increases  in overall industry  capacity  in  2004.   In
addition,  fuel  prices remained high relative to  the  past  several
years.


                                   -8-

The  Company  continues  to  need to see improvement  in  the  revenue
environment,  additional  cost  reductions  and  further  productivity
improvements  before  it  can  return to  sustained  profitability  at
acceptable  levels. In addition, the Company's ability  to  return  to
sustained profitability at acceptable levels will depend on  a  number
of  risk  factors,  many  of which are largely  beyond  the  Company's
control.   Some of the risk factors that have had and/or  may  have  a
negative  impact on 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 7 (on pages 26-29) in the
Company's  Annual Report on Form 10-K for the year ended December  31,
2003.  In  particular, if the revenue environment deteriorates  beyond
normal seasonal trends, or the Company is unable to access the capital
markets  to  raise additional capital, it may be unable  to  fund  its
obligations and sustain its operations in the long-term.



OTHER INFORMATION

Significant Indebtedness and Future Financing

During  2001,  2002  and  2003, the Company  raised  an  aggregate  of
approximately  $8.4  billion  of  financing  mostly  to  fund  capital
commitments (mainly for aircraft and ground properties) and  operating
losses.  During  the three months ended March 31,  2004,  the  Company
raised  an  additional  $180  million of  financing  to  fund  capital
commitments and for general corporate purposes, and ended the  quarter
with $3.2 billion of unrestricted cash and short-term investments. The
Company  believes  that  it  has  sufficient  liquidity  to  fund  its
operations  for the foreseeable future, including capital expenditures
and  other  contractual obligations.  However, to maintain  sufficient
liquidity  over  the  long-term as the  Company  seeks  to  return  to
sustained  profitability at acceptable levels, the Company  will  need
continued access to additional funding. The Company's possible  future
financing sources include: (i) a limited amount of additional  secured
aircraft  debt  (virtually all of the Company's Section  1110-eligible
aircraft  are  encumbered), (ii) debt secured by other  assets,  (iii)
securitization  of  future  operating  receipts,  (iv)  sale-leaseback
transactions of owned aircraft and (v) the potential sale  of  certain
non-core  assets.  However,  the  availability  and  level  of   these
financing sources cannot be assured, particularly in light of the fact
that  the Company has fewer unencumbered assets available than it  has
had in the past.

The  Company's  significant indebtedness could have  important  future
consequences,  such as (i) limiting the Company's  ability  to  obtain
additional   financing  for  working  capital,  capital  expenditures,
acquisitions  and  general  corporate  purposes,  (ii)  requiring  the
Company  to  dedicate  a substantial portion of  its  cash  flow  from
operations  to payments on its indebtedness, (iii) making the  Company
more  vulnerable to economic downturns, (iv) limiting its  ability  to
withstand  competitive  pressures  and  reducing  its  flexibility  in
responding  to  changing  business and economic  conditions,  and  (v)
limiting  the  Company's flexibility in planning for, or reacting  to,
changes in its business and the industry in which it operates.













                                  -9-


Credit Facility Covenants

American  has a fully drawn $834 million bank credit facility  secured
by aircraft that expires December 15, 2005, which contains a liquidity
covenant  and an EBITDAR (generally, earnings before interest,  taxes,
depreciation, amortization and rentals, adjusted for certain  non-cash
items) to fixed charges (generally, interest and total rentals)  ratio
covenant. The required EBITDAR to fixed charges ratio was 1.1  to  1.0
for  the three-month period ending March 31, 2004, and increases on  a
quarterly  basis  up to 1.5 to 1.0 for each four consecutive  quarters
ending  after  December  31,  2004. The  liquidity  covenant  requires
American  to  maintain a minimum level of $1.0 billion of unrestricted
cash  and  short-term investments. The Company was in compliance  with
these  covenants  as  of  March 31, 2004 and expects  to  be  able  to
continue  to  comply  with  these covenants.  However,  there  are  no
assurances  that  it will continue to be able to  do  so  through  the
expiration  of  the facility. Failure to comply with  these  covenants
would  result in a default under this facility and could result  in  a
default under a significant amount of the Company's other debt.

Financing Activity

In  February 2004, American issued $180 million of Fixed Rate  Secured
Notes  due  2009.  These notes are secured by certain spare parts  and
bear interest at 7.25 percent.

In  addition,  in  February  2004, AMR  transferred  $315  million  in
proceeds from its 4.5 percent senior convertible notes to American.

See Note 6 to the accompanying condensed consolidated financial
statements for additional information regarding debt guarantees.

Other Operating and Investing Activities

The Company's cost savings initiatives resulted in improved cash flow
from  operations  during  the  three months  ended  March  31,  2004,
compared  to the same period in 2003. Net cash provided by  operating
activities  in the three-month period ended March 31, 2004  was  $298
million,  an increase of $912 million over the same period  in  2003.
Net  cash  used for operating activities for the three  months  ended
March  31,  2003 included the receipt of a $515 million  federal  tax
refund  offset by $216 million of redemption payments under operating
leases for special facility revenue bonds.

Pension Funding Obligation

The  Company  expects to contribute a minimum of  approximately  $433
million and $412 million to its defined benefit pension plans in 2004
and  2005,  respectively.  The Company's  estimates  of  its  defined
benefit  pension  plan contributions reflect the  provisions  of  the
Pension Funding Equity Act of 2004, which was enacted in April  2004.
Of  the $433 million minimum amount the Company expects to contribute
to its defined benefit pension plans in 2004, the Company contributed
approximately  $213 million during the three months ended  March  31,
2004 and an additional $106 million on April 15, 2004.






                               -10-

RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2004 and 2003

Revenues

The  Company's revenues increased approximately $395 million, or  9.6
percent,  to $4.5 billion in the first quarter of 2004 from the  same
period  last  year.  American's passenger revenues increased  by  8.4
percent,  or $284 million, on a capacity (available seat mile)  (ASM)
increase  of 5.8 percent.  American's passenger load factor increased
2.0  points  to  71.1  percent  while  passenger  revenue  yield  per
passenger  mile  decreased  by  0.4 percent  to  12.14  cents.   This
resulted in an increase in revenue per available seat mile (RASM)  of
2.5  percent  to  8.64  cents. Following  is  additional  information
regarding American's domestic and international RASM and capacity:
<Table>
<Caption>
                              Three Months Ended March 31, 2004
                         RASM        Y-O-Y        ASMs     Y-O-Y
                        (cents)     Change     (billions)  Change
   
                 <c>         <c>          <c>        <c>
   Domestic              8.53        1.3%         29.5       2.5%
   International         8.86        5.2          13.1      13.9
      Latin America      9.40       (0.2)          7.1      21.8
      Europe             8.21        8.0           4.9       5.8
      Pacific            8.36       25.1           1.1       6.1
</Table>
Regional  affiliates' passenger revenues, which are based on industry
standard  mileage  proration agreements  for  flights  connecting  to
American  flights, increased $94 million, or 28.8  percent,  to  $420
million as a result of increased capacity and load factors.  Regional
affiliates'  traffic  increased 32.1 percent to 1.5  billion  revenue
passenger miles (RPMs), while capacity increased 23.5 percent to  2.5
billion ASMs, resulting in a 4.1 point increase in the passenger load
factor to 62.7 percent.

Cargo  revenues increased 10.4 percent, or $14 million, due to  a  6.3
percent  increase  in  cargo ton miles and a 4.0 percent  increase  in
cargo revenue yield per ton mile.

Operating Expenses

The  Company's total operating expenses decreased 9.6 percent, or $483
million, to $4.5 billion in the first quarter of 2004 compared to  the
first quarter of 2003. American's mainline operating expenses per  ASM
in  the  first quarter of 2004 decreased 16.7 percent compared to  the
first quarter of 2003 to 9.49 cents. These decreases are due primarily
to  the  Company's cost savings initiatives. The decrease in operating
expenses  occurred despite a 7.4 percent increase in American's  price
per  gallon of fuel in the first quarter of 2004 relative to the first
quarter  of  2003.  The Company's operating and financial results  are
significantly  affected  by the price and availability  of  jet  fuel.
Additional increases in the price of fuel, or limits in the supply  of
fuel,  would  adversely affect the Company's financial  condition  and
results of operations.




                                 -11-

<Table>
<Caption>
   (in millions)                Three Months
                                    Ended      Change   Percentage
   Operating Expenses          March 31, 2004 from 2003   Change
   
                            <c>          <c>        <c>      <c>
   Wages, salaries  and benefits  $  1,521     $(468)     (23.5)%  (a)
   Aircraft fuel                       748        66        9.7    (b)
   Regional payments                   433        62       16.7    (c)
   Depreciation and amortization       285       (12)      (4.0)
   Other rentals and landing fees      275         7        2.6
   Commissions, booking fees and
    credit card expense                288        33       12.9    (d)
   Maintenance, materials and repairs  196         1        0.5
   Aircraft rentals                    148       (36)     (19.6)   (e)
   Food service                        136       (12)      (8.1)
   Other operating expenses            498       (99)     (16.6)   (f)
   Special charges                       -       (25)        NM    (g)
      Total operating expenses    $  4,528     $(483)      (9.6)%
</Table>
(a)Wages, salaries and benefits decreased primarily due to lower
  wage rates and reduced headcount primarily as a result of the Labor
  Agreements and Management Reductions, discussed in the Company's 2003
  Form 10-K, which became effective in the second quarter of 2003.
(b)Aircraft fuel expense increased primarily due to a 7.4 percent
  increase in American's price per gallon of fuel (net of the impact of
  fuel  hedging)  and  a 2.2 percent increase  in  American's  fuel
  consumption.
(c)Regional payment increased primarily due to the 23.5  percent
  increase in regional affiliates' capacity.
(d)Commissions, booking fees and credit card expense increased due
  primarily  to an 8.4 percent increase in the Company's  passenger
  revenues,  particularly the 19.7 percent increase  in  American's
  international passenger revenue, and a 28.8 percent  increase  in
  Regional Affiliates' revenue.
(e)Aircraft rentals decreased due primarily to the removal of leased
  aircraft from the fleet in the second half of 2003 as part of the
  Company's restructuring initiatives and concessionary agreements with
  certain  lessors, which reduced future lease payment amounts  and
  resulted in the conversion of 30 operating leases to capital leases in
  the second quarter of 2003.
(f)Other operating expenses decreased primarily due to decreases in
  (i)  technical  and professional fees of $39 million,  (ii)  data
  processing  expenses of $16 million due primarily to  introducing
  further efficiencies into data processing environments resulting in
  reduced consumption, and negotiating more favorable terms with vendors
  in the second quarter of 2003; (iii) travel and incidental costs of
  $12 million due primarily to decreased overnight stays for pilots and
  flight attendants as a result of changes in the scheduling of flights,
  lower  average hotel rates, work rule changes and lower per  diem
  reimbursements; and increases in (iv) gains (or decreases in losses)
  on disposal of assets of $14 million and (v) foreign exchange gains in
  the first quarter of 2004 of $15 million.
(g)Special  charges for 2003 included $25 million  in  severance
  charges related to the Company's 2002 restructuring initiatives.

Other Income (Expense)

Other  income  (expense), historically a net  expense,  increased  $28
million  due  primarily to the following:  Interest expense  increased
$11 million, or 7.4 percent, resulting primarily from the increase  in
the Company's long-term debt. Miscellaneous-net increased $14 million,
due primarily to the accrual during the first quarter of 2004 of a $23
million award rendered by an independent arbitrator and relating to  a
grievance  filed by the Allied Pilots Association, somewhat offset  by
the write-down during the first quarter of 2003 of certain investments
held by the Company.

Income Tax Benefit

The Company did not record a net tax benefit associated with its first
quarter  2004 and 2003 losses due to the Company providing a valuation
allowance,  as  discussed  in  Note 5 to  the  accompanying  condensed
consolidated financial statements.


                                 -12-

Outlook

Capacity  for  American's  mainline  jet  operations  is  expected  to
increase about eight percent in the second quarter of 2004 compared to
the  second  quarter of 2003 and about six percent for the  full  year
2004  compared to 2003, despite removing aircraft from the  fleet  and
reducing  mainline departures. This is due to increased  efficiencies,
driven  by three factors: (i) American operated with a low base number
of  flights  in  2003 as a result of the war in Iraq  and  SARS,  (ii)
American  has  added  seats back to its Boeing  757  and  Airbus  A300
aircraft and (iii) as American realigns its mid-continent hubs and de-
peaks  its  Miami  schedule,  its aircraft  productivity  levels  will
improve.

American previously stated a goal of improving its mainline unit costs
by ten percent for the full year, compared to 2003. However, based on
various factors, including primarily the Company's expectation that fuel
prices  will  remain high during 2004 compared to  2003,  the  Company
expects  that  its mainline unit costs will improve by  approximately
eight percent for the full year compared to 2003 to approximately 9.3
cents for the full year. Although American will have a full year of labor
savings  from its Labor Agreements and Management Reductions and  more
fully  realize  the  savings  from its other  strategic  cost  savings
initiatives,  in  addition to high fuel prices, there are  significant
cost  challenges in 2004 that may affect the Company's cost  reduction
efforts.   These  challenges include medical benefits  costs,  airport
fees  and maintenance, materials and repairs costs (due to flight hour
agreement  contractual  rate increases and the benefit  from  retiring
aircraft subsiding).

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

As  of  March 31, 2004, the Company had hedged, with option contracts,
approximately  16  percent of its estimated second quarter  2004  fuel
requirements,  nine percent of its estimated third quarter  2004  fuel
requirements, four percent of its estimated fourth quarter  2004  fuel
requirements and an insignificant percentage of its estimated 2005 and
2006 fuel requirements.

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 2003 Form 10-K.

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   March   31,  2004.   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  March  31,
2004.   During  the  quarter ending on March 31, 2004,  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.







                              -13-

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 Corporation, American
Airlines,  Inc.,  AMR  Eagle Holding Corporation,  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).  The certified class includes 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  seek  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.  The Company intends
to  vigorously defend the lawsuit.  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 an adverse impact on the Company.

On  May  17,  2002,  the named plaintiffs in Hall, et  al.  v.  United
Airlines, et al., pending in the United States District Court for  the
Eastern  District  of  North  Carolina,  filed  an  amended  complaint
alleging that between 1995 and the present, American and over 15 other
defendant  airlines conspired to reduce commissions paid to U.S.-based
travel  agents  in  violation of Section 1 of  the  Sherman  Act.  The
plaintiffs  are seeking monetary damages and injunctive  relief.   The
court  granted  class  action  certification  to  the  plaintiffs   on
September 17, 2002, defining the plaintiff class as all travel  agents
in  the  United  States,  Puerto Rico, and the  United  States  Virgin
Islands, who, at any time from October 1, 1997 to the present,  issued
tickets,  miscellaneous change orders, or prepaid ticket  advices  for
travel on any of the defendant airlines.  The case is stayed as to  US
Airways  and  United  Air  Lines, since  they  filed  for  bankruptcy.
American  is  vigorously  defending the lawsuit.   Defendant  carriers
filed  a  motion for summary judgment on December 10, 2002, which  the
court  granted  on  October 30, 2003.  Plaintiffs have  appealed  that
order  to  the  4th Circuit Court of Appeals, and that appeal  remains
pending.  A  final  adverse court decision awarding substantial  money
damages  or placing restrictions on the Company's commission  policies
or practices would have an adverse impact on the Company.

Between  April 3, 2003 and June 5, 2003, three lawsuits were filed  by
travel  agents  some of whom have opted out of the Hall  class  action
(above) to pursue their claims individually against American Airlines,
Inc.,  other  airline  defendants, and in  one  case  against  certain
airline defendants and Orbitz LLC.  (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 (6 agencies)).  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. These cases  have
been consolidated in the United States District Court for the Northern
District  of Ohio Eastern Division.  American is vigorously  defending
these  lawsuits.  A final adverse court decision awarding  substantial
money  damages  or placing restrictions on the Company's  distribution
practices would have an adverse impact on the Company.






                             -14-

On  April  25, 2002, a Quebec travel agency filed a motion  seeking  a
declaratory  judgment  of  the  Superior  Court  in  Montreal,  Canada
(Voyages  Montambault  (1989)  Inc.  v.  International  Air  Transport
Association,  et al.), that American and the other airline  defendants
owe  a  "fair  and  reasonable commission" to  the  agency,  and  that
American  and the other airline defendants breached alleged  contracts
with  the  agency by adopting policies of not paying base commissions.
The  motion  was  subsequently amended to  add  40  additional  travel
agencies as petitioners.  The current defendants are the International
Air  Transport Association, the Air Transport Association  of  Canada,
Air  Canada,  American, America West Airlines, Delta Air Lines,  Grupo
TACA,  Northwest  Airlines/KLM  Airlines,  and  Continental  Airlines.
American  is  vigorously defending the lawsuit.  Although the  Company
believes  that the litigation is without merit, a final adverse  court
decision  granting  declaratory relief could  expose  the  Company  to
claims  for  substantial money damages or force  the  Company  to  pay
agency  commissions, either of which would have an adverse  impact  on
the Company.

On May 13, 2002, the named plaintiffs in Always Travel, et. al. v. Air
Canada,  et.  al.,  pending  in the Federal  Court  of  Canada,  Trial
Division,  Montreal, filed a statement of claim alleging that  between
1995 and the present, American, the other defendant airlines, and  the
International   Air   Transport  Association   conspired   to   reduce
commissions paid to Canada-based travel agents in violation of Section
45  of  the  Competition  Act of Canada.  The  named  plaintiffs  seek
monetary  damages  and  injunctive  relief  and  seek  to  certify   a
nationwide class of travel agents.  Plaintiffs have filed a motion for
class  certification,  but  that motion  has  not  yet  been  decided.
American  is vigorously defending the lawsuit.  A final adverse  court
decision awarding substantial money damages or placing restrictions on
the  Company's commission policies would have an adverse impact on the
Company.

On  August 14, 2002, a class action lawsuit was filed against American
Airlines,  Inc.  in the United States District Court for  the  Central
District  of  California,  Western Division  (All  World  Professional
Travel  Services,  Inc.  v.  American Airlines,  Inc.).   The  lawsuit
alleges  that  requiring  travel  agencies  to  pay  debit  memos  for
refunding  tickets after September 11, 2001:  (1) breaches  the  Agent
Reporting  Agreement between American and plaintiff;  (2)  constitutes
unjust  enrichment;  and  (3) violates the  Racketeer  Influenced  and
Corrupt  Organizations Act of 1970 (RICO).  The alleged class includes
all  travel  agencies who have or will be required to  pay  moneys  to
American  for  an "administrative service charge," "penalty  fee,"  or
other  fee  for  processing refunds on behalf of passengers  who  were
unable  to  use  their tickets in the days immediately  following  the
resumption of air carrier service after the tragedies on September 11,
2001.  On April 1, 2004, the court denied plaintiff's motion for class
certification.  The plaintiff seeks to enjoin American from collecting
the  debit memos and to recover the amounts paid for the debit  memos,
plus  treble damages, attorneys' fees, and costs.  The Company intends
to  vigorously defend the lawsuit.  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 an adverse impact on the Company.

On  August  19, 2002, a class action lawsuit seeking monetary  damages
was  filed, and on May 7, 2003 an amended complaint was filed  in  the
United  States District Court for the Southern District  of  New  York
(Power Travel International, Inc. v. American Airlines, Inc., et  al.)
against  American,  Continental  Airlines,  Delta  Air  Lines,  United
Airlines, and Northwest Airlines, alleging that American and the other
defendants breached their contracts with the agency and were  unjustly
enriched  when  these  carriers at various times  reduced  their  base
commissions to zero.  The as yet uncertified class includes all travel
agencies accredited by the Airlines Reporting Corporation "whose  base
commissions on airline tickets were unilaterally reduced to  zero  by"
the  defendants.  The case is stayed as to United Air Lines, since  it
filed  for bankruptcy.  American is vigorously defending the  lawsuit.
Although the Company believes that the litigation is without merit,  a
final  adverse  court decision awarding substantial money  damages  or
forcing  the Company to pay agency commissions would have  an  adverse
impact on the Company.







                                -15-



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  Airlines,
Inc.  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 Airlines, Inc., 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).  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.  American's
and  AMR  Eagle's  portion of the cleanup costs cannot  be  reasonably
estimated due to various factors, including the unknown extent of  the
remedial actions that may be required, the proportion of the cost that
will  ultimately  be  recovered  from  the  responsible  parties,  and
uncertainties   regarding  the  environmental   agencies   that   will
ultimately  supervise the remedial activities and the nature  of  that
supervision.  The Company is vigorously defending the lawsuit.

In  April 2004, a lawsuit was filed against American captioned Kimmell
v.  AMR,  et  al.  This is a purported class action filed  in  federal
district  court  in  Dallas.  The suit arises from the  disclosure  of
passenger  name records by a vendor of American Airlines.  It  alleges
various  causes of action, including but not limited to violations  of
the  Electric Communications Privacy Act, negligent misrepresentation,
breach  of  contract, and violation of alleged common  law  rights  of
privacy.  American has not yet been served with the suit.


























                              -16-


Item 6.  Exhibits and Reports on Form 8-K

The following exhibits are included herein:

10.1 American  Airlines, Inc. 2004 Employee Profit Sharing Plan,
     incorporated by reference to Exhibit 10.1 to AMR's report on Form 10-Q
     for the quarterly period ended March 31, 2004.

10.2 American Airlines, Inc. 2004 Annual Incentive Plan, incorporated
     by  reference to Exhibit 10.2 to AMR's report on Form 10-Q for  the
     quarterly period ended March 31, 2004.

10.3 Amended  and  Restated Executive Termination Benefits  Agreement
     between AMR, American Airlines and Jeffrey J. Brundage dated April 1,
     2004, incorporated by reference to Exhibit 10.5 to AMR's report  on
     Form 10-Q for the quarterly period ended March 31, 2004.

12   Computation of ratio of earnings to fixed charges for the  three
     months ended March 31, 2004 and 2003.

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).

Form 8-Ks filed under Item 5 - Other Events

On March 18, 2004, American filed an amended report on Form 8-K (Form
8-K/A No. 1) to provide actual fuel cost, unit cost and capacity and
traffic information for January and February as well as current fuel
cost, unit cost and capacity and traffic expectations for March, the
first quarter and the full year 2004.

Form 8-Ks filed under Item 7 - Financial Statements and Exhibits

On  February 25, 2004, American filed a report on Form 8-K to  provide
Exhibits  with  reference to the Registration Statement  on  Form  S-3
(Registration No. 333-110760-01) of American Airlines, Inc.

Form 8-Ks furnished under Item 9 - Regulation FD Disclosure

On March 17, 2004, American furnished a report on Form 8-K to furnish
actual fuel cost, unit cost and capacity and traffic information for
January and February as well as current fuel cost, unit cost and
capacity and traffic expectations for March, the first quarter and the
full year 2004.

Form 8-Ks filed under Item 12 - Disclosure of Results of Operations
and Financial Condition

On  January  21,  2004, American furnished a report  on  Form  8-K  to
furnish a press release issued by AMR to announce AMR's and American's
fourth quarter and full year 2003 results.










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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.


                               AMERICAN AIRLINES, INC.




Date: April 23, 2004       BY: /s/ James A. Beer
                               James A. Beer
                               Senior Vice President and Chief
                               Financial Officer
                              (Principal Financial and Accounting Officer)




















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