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 June 30, 2005.


[ ]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        No  X  .

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 July 15, 2005.

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 and six months ended
  June 30, 2005 and 2004

  Condensed Consolidated Balance Sheets -- June 30, 2005 and December
  31, 2004

  Condensed Consolidated Statements of Cash Flows -- Six months ended
  June 30, 2005 and 2004

  Notes  to  Condensed Consolidated Financial Statements -- June  30,
  2005

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


SIGNATURE







                    PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

AMERICAN AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In millions)

                                Three Months Ended     Six Months Ended
                                     June 30,              June 30,
                                  2005      2004       2005       2004
Revenues
  Passenger                      $4,264    $3,895     $8,106     $7,573
  Regional Affiliates               561       505      1,012        925
  Cargo                             157       155        308        303
  Other revenues                    314       266        607        523
    Total operating revenues      5,296     4,821     10,033      9,324

Expenses
  Wages, salaries and benefits    1,528     1,580      3,030      3,101
  Aircraft fuel                   1,224       848      2,220      1,596
  Regional payments to AMR Eagle    510       412        983        805
  Other rentals and landing fees    289       270        562        545
  Commissions, booking fees and
    credit card expense             286       287        557        574
  Depreciation and amortization     240       278        485        563
  Maintenance, materials and
    repairs                         210       210        402        406
  Aircraft rentals                  143       148        286        296
  Food service                      125       138        248        274
  Other operating expenses          588       558      1,151      1,097
  Special charges                     -       (31)         -        (31)
    Total operating expenses      5,143     4,698      9,924      9,226

Operating Income                    153       123        109         98

Other Income (Expense)
  Interest income                    28        13         63         27
  Interest expense                 (162)     (162)      (337)      (322)
  Interest capitalized               24        19         46         36
  Related party interest - net       (2)        -         (4)         -
  Miscellaneous - net                 -        (6)        (7)       (34)
                                   (112)     (136)      (239)      (293)

Income (Loss) Before Income Taxes    41       (13)      (130)      (195)
Income tax                            -         -          -          -
Net Earnings (Loss)              $   41    $  (13)    $ (130)    $ (195)

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

                                     -1-



AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In millions)

                                             June 30,    December 31,
                                               2005          2004
Assets
Current Assets
  Cash                                      $    158       $   117
  Short-term investments                       3,202         2,787
  Restricted cash and short-term investments     492           478
  Receivables, net                             1,031           821
  Inventories, net                               445           450
  Other current assets                           349           233
    Total current assets                       5,677         4,886

Equipment and Property
  Flight equipment, net                       12,072        12,304
  Other equipment and property, net            2,413         2,365
  Purchase deposits for flight equipment         277           277
                                              14,762        14,946

Equipment and Property Under Capital Leases
  Flight equipment, net                          988         1,016
  Other equipment and property, net               85            82
                                               1,073         1,098

Route acquisition costs and airport
  operating and gate lease rights, net         1,181         1,194
Other assets                                   3,296         3,338
                                            $ 25,989       $25,462

Liabilities and Stockholder's Equity (Deficit)
Current Liabilities
  Accounts payable                          $  1,131       $   945
  Accrued liabilities                          1,727         1,853
  Air traffic liability                        4,007         3,183
  Payable to affiliates, net                     451           359
  Current maturities of long-term debt           498           475
  Current obligations under capital leases       141           104
    Total current liabilities                  7,955         6,919

Long-term debt, less current maturities        8,538         8,787
Obligations under capital leases, less
  current obligations                            951         1,061
Pension and postretirement benefits            4,755         4,743
Other liabilities, deferred gains and
  deferred credits                             4,003         4,057

Stockholder's Deficit
  Common stock                                     -             -
  Additional paid-in capital                   3,239         3,273
  Accumulated other comprehensive loss          (716)         (772)
  Accumulated deficit                         (2,736)       (2,606)
                                                (213)         (105)
                                            $ 25,989       $25,462

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

                                     -2-



AMERICAN AIRLINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In millions)

                                            Six Months Ended June 30,
                                                2005         2004

Net Cash Provided by Operating Activities     $  918       $  577

Cash Flow from Investing Activities:
  Capital expenditures, including purchase
    deposits for flight equipment               (222)        (153)
  Net increase in short-term investments        (415)        (677)
  Net (increase) decrease in restricted cash
    and short-term investments                   (14)          38
  Proceeds from sale of equipment and property    13           26
  Other                                            1           (9)
      Net cash used by investing activities     (637)        (775)

Cash Flow from Financing Activities:
  Payments on long-term debt and capital
    lease obligations                           (299)        (287)
  Proceeds from issuance of long-term debt         -          180
  Funds transferred from affiliates, net          59          381
      Net cash provided (used) by financing
        activities                              (240)         274

Net increase in cash                              41           76
Cash at beginning of period                      117          118

Cash at end of period                         $  158       $  194



Activities Not Affecting Cash

Capital lease obligations incurred            $   10       $   10











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,  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, 2004 (2004  Form
  10-K).  Certain amounts have been reclassified to conform  with  the
  2005 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 earnings (loss) if the  Company  had
  applied the fair value recognition provisions of SFAS 123 to  stock-
  based employee compensation (in millions):

                                 Three Months Ended   Six Months Ended
                                       June 30,           June 30,
                                    2005      2004     2005      2004
Net earnings (loss), as reported  $   41    $ (13)    $(130)    $(195)
Add:  Stock-based employee
  compensation expense
  included in reported net
  earnings (loss)                     11        5        17        16
Deduct:  Total stock-based
  employee compensation
  expense determined under
  fair value based methods
  for all awards                     (26)     (22)      (48)      (49)
Pro forma net earnings (loss)     $   26    $ (30)    $(161)    $(228)


  In  December  2004, the Financial Accounting Standards Board  issued
  Statement of Financial Accounting Standards No. 123 (revised  2004),
  "Share-Based  Payment"  (SFAS 123(R)).   SFAS  123(R)  requires  all
  share-based  payments  to employees, including  grants  of  employee
  stock  options,  to be recognized in the financial statements  based
  on  their fair values. SFAS 123(R) is effective January 1, 2006  for
  AMR  and  American.  Under SFAS 123(R), the Company  will  recognize
  compensation  expense  for its participation  in  AMR's  stock-based
  compensation plans for the portion of outstanding awards  for  which
  service  has  not  yet been rendered, based on the  grant-date  fair
  value  of  those  awards calculated under SFAS  123  for  pro  forma
  disclosures.  The  Company has not completed its evaluation  of  the
  impact of SFAS 123(R) on its financial statements.

3.As  of  June  30,  2005, the  Company had commitments to acquire two
  Boeing 777-200ERs in 2006 and an aggregate of 47 Boeing 737-800s and
  seven Boeing 777-200ERs in 2013 through 2016. Future payments for all
  aircraft, including the estimated amounts for price escalation, will
  approximate  $101 million in 2006 and an aggregate of  approximately
  $2.8 billion in 2011 through 2016.

                                     -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 will 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  $113 million in additional operating  lease  payments
  and  $119  million in additional payments related to capital  leases
  as  of  June 30, 2005.  These amounts will decrease by approximately
  $3  million 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.

4.Accumulated  depreciation  of  owned  equipment and property at June
  30,  2005  and December 31, 2004 was  $9.1 billion and $8.8  billion,
  respectively.   Accumulated amortization of equipment  and  property
  under capital leases at June 30, 2005 and December 31, 2004 was $1.0
  billion and $984 million, respectively.

  Effective  January 1, 2005, in order to more accurately reflect  the
  expected  useful  life  of  its aircraft, the  Company  changed  its
  estimate of the depreciable lives of its Boeing 737-800, Boeing 757-
  200 and McDonnell Douglas MD-80 aircraft from 25 to 30 years.  As  a
  result  of  this change, Depreciation and amortization  expense  was
  reduced  by approximately $27 million and $54 million, respectively,
  for the three and six months ended June 30, 2005.

5.As  discussed in Note  8  to  the  consolidated financial statements
  in the 2004 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 $21 million during the  six
  months ended June 30, 2005 to $1.3 billion as of June 30, 2005.  As a
  result of historical and current losses, the Company did not provide
  for a net tax benefit associated with its loss in the six month period
  ended June 30, 2005.

6.As  of  June  30,  2005,  American has  issued  guarantees  covering
  approximately  $1.3 billion of AMR's unsecured debt.   In  addition,
  as  of  June  30,  2005,  AMR and American  have  issued  guarantees
  covering  approximately  $447 million of  American  Eagle  Airlines,
  Inc. secured debt.









                                     -5-



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

7.The  following  tables  provide  the  components  of net periodic
  benefit cost for the three and six months ended June 30, 2005 and
  2004 (in millions):
                                         Pension Benefits
                            Three Months Ended       Six Months Ended
                                  June 30,                 June 30,
                               2005       2004      2005       2004

  Components of net periodic
   benefit cost

   Service cost               $  93     $   90      $  185     $  179
   Interest cost                153        141         305        283
   Expected return on assets   (164)      (142)       (329)      (284)
   Amortization of:
     Prior service cost           4          3           8          7
     Unrecognized net loss       13         15          26         29

   Net periodic benefit cost  $  99     $  107      $  195     $  214


                                   Other Postretirement Benefits
                            Three Months Ended       Six Months Ended
                                  June 30,                 June 30,
                               2005       2004      2005       2004

  Components of net periodic
   benefit cost

   Service cost               $  19     $   19      $   37     $   38
   Interest cost                 49         50          99        101
   Expected return on assets     (4)        (3)         (7)        (6)
   Amortization of:
     Prior service cost          (3)        (2)         (5)        (5)
     Unrecognized net loss        1          2           1          4

   Net periodic benefit cost  $  62     $   66      $  125     $  132

  The  Company expects to contribute approximately $310 million to its
  defined  benefit pension plans in 2005. This estimate  reflects  the
  provisions  of  the  Pension  Funding  Equity  Act  of  2004,  which
  deferred  (to  2006  and  later years)  a  portion  of  the  minimum
  required  contributions that would have been due for  the  2004  and
  2005  plan  years.  Of  the  $310 million  the  Company  expects  to
  contribute  this year, the Company contributed $213  million  during
  the six months ended June 30, 2005.





                                     -6-



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

8.As  a  result  of  the events of September 11, 2001,  the  depressed
  revenue   environment,   high  fuel   prices   and   the   Company's
  restructuring  activities, the Company  has  recorded  a  number  of
  special  charges  during  the last few years.  The  following  table
  summarizes  the changes since December 31, 2004 in the accruals  for
  these charges (in millions):

                             Aircraft   Facility    Employee
                             Charges   Exit Costs   Charges     Total
      Remaining accrual at
        December 31, 2004     $ 126      $  26       $  35     $  187
      Payments                  (10)        (3)        (31)       (44)
      Remaining accrual at
        June 30, 2005         $ 116      $  23       $   4     $  143

  Cash  outlays  related to these accruals, as of June 30,  2005,  for
  aircraft  charges,  facility exit costs and  employee  charges  will
  occur through 2014, 2018 and 2005, 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 income (loss). For
  the  three months ended June 30, 2005 and 2004, comprehensive income
  (loss) was $52 million and ($14) million, respectively, and for  the
  six  months ended June 30, 2005 and 2004, comprehensive loss was $74
  million and $213 million, respectively.  The difference between  net
  earnings (loss) and comprehensive income (loss) for the three and six
  months ended June 30, 2005 and 2004 is due primarily to the accounting
  for the Company's derivative financial instruments.

10.American  classifies  certain  receivables  from  its  parent   and
  affiliates  against  Additional paid-in-capital.   As  of  June  30,
  2005,  the  company  classified a $168 million receivable  from  its
  parent   against  Additional  paid-in-capital  on  the  accompanying
  condensed   consolidated  balance  sheet.   Comparatively,   as   of
  December  31, 2004, the Company classified a $134 million receivable
  from   its   parent  against  Additional  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,"   "indicates,"  "believes,"   "forecast,"   "guidance,"
"outlook"  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 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:  changes  in economic, business and financial  conditions;
the Company's substantial indebtedness; continued high fuel prices and
the  availability of fuel; further increases in the price of fuel; the
impact  of  events in Iraq; conflicts in the Middle East or elsewhere;
the  highly  competitive business environment faced  by  the  Company,
characterized by increasing pricing transparency and competition  from
low  cost  carriers and financially distressed carriers;  historically
low  fare  levels and fare simplification initiatives (both  of  which
could  result  in a further deterioration of the revenue environment);
the  ability  of  the  Company to reduce  its  costs  further  without
adversely  affecting  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  and
terms  of  future  financing; the ability  of  the  Company  to  reach
acceptable  agreements  with third parties;  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 2004 Form 10-K.

Overview

The  Company  recorded net earnings of $41 million during  the  second
quarter  of  2005 compared to a net loss of $13 million  in  the  same
period  last  year.   The Company's second quarter 2005  results  were
impacted  by  the  continuing increase in fuel prices,  offset  by  an
improvement  in  unit revenues (passenger revenue per  available  seat
mile) and a $27 million decrease in depreciation expense related to  a
change in the depreciable lives of certain aircraft types described in
Note 4 to the Condensed Consolidated Financial Statements.

Fuel  price increases resulted in a year-over-year increase  of  52.2
cents  per  gallon  for  the  second  quarter.  This  price  increase
negatively  impacted fuel expense by $391 million during the  quarter
based  on  fuel consumption of 749 million gallons.  Continuing  high
fuel  prices,  additional  increases in the  price  of  fuel,  and/or
disruptions in the supply of fuel would further adversely affect  the
Company's financial condition and its results of operations.

                                     -8-



Mainline passenger unit revenues increased 7.0 percent for the second
quarter  due  to a 3.8 point load factor increase and a  1.9  percent
increase  in  passenger yield (passenger revenue per passenger  mile)
compared to the same period in 2004. Although load factor performance
continues  to show significant year-over-year improvement,  passenger
yield   remains  depressed  by  historical  standards.   The  Company
believes  this depressed passenger yield is due in large  part  to  a
corresponding  decline in the Company's pricing power. The  Company's
reduced  pricing power is the product of several factors,  including:
greater  cost  sensitivity  on the part  of  travelers  (particularly
business  travelers); greater competition from low-cost carriers  and
from  carriers  that have recently reorganized or  are  reorganizing,
including under the protection of Chapter 11 of the Bankruptcy  Code;
significant increases in overall capacity during 2004 and  continuing
into  2005  that  exceeded economic growth; and, more recently,  fare
simplification efforts by certain carriers. The Company believes that
its  reduced  pricing  power will persist indefinitely  and  possibly
permanently.

The  Company  continues  to work - under  the  basic  tenets  of  the
Turnaround  Plan  -  with its unions and employees  to  identify  and
implement  additional  initiatives designed to increase  efficiencies
and  revenues  and  reduce  costs. During  the  second  quarter,  the
Company's numerous network, product and other initiatives implemented
during  the  past  several years continued to benefit  its  financial
results.   In addition, its employees showed a remarkable ability  to
efficiently and courteously handle the record load factors during the
quarter. The Company will continue to work with its labor unions  and
employees  as  its  business  partners on  the  need  for  continuous
improvement under the Turnaround Plan.

The  Company's  ability  to  become profitable  and  its  ability  to
continue to fund its obligations on an ongoing basis will depend on a
number  of  factors, some of which are largely beyond  the  Company's
control.  Some of the 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  7 (on pages 27-30) in the 2004 Form 10-K. As the Company  seeks
to improve its financial condition, it must continue to take steps to
generate  additional revenues and to significantly reduce its  costs.
Although the Company has a number of initiatives underway to  address
its cost and revenue challenges, the adequacy and ultimate success of
these  initiatives is not known at this time and cannot  be  assured.
It  will  be  very difficult, absent continued restructuring  of  its
operations, for the Company to continue to fund its obligations on an
ongoing basis or to become profitable if the overall industry revenue
environment  does not improve and fuel prices remain at  historically
high levels for an extended period.

OTHER INFORMATION

Significant Indebtedness and Future Financing

The  Company  remains heavily indebted and has significant obligations
(including  substantial pension funding obligations) due in  2005  and
thereafter,  as  described  more fully  under  Item  7,  "Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results   of
Operations"  in  the 2004 Form 10-K.  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.  Nonetheless,   to
maintain  sufficient liquidity as the Company continues  to  implement
its  restructuring and cost reduction initiatives,  the  Company  will
need  access  to additional funding. The Company's possible  financing
sources  primarily include: (i) a limited amount of additional secured
aircraft  debt (a very large majority of the Company's owned aircraft,
including   virtually  all  of  the  Company's  Section  1110-eligible
aircraft,  are  encumbered) or sale-leaseback  transactions  involving
owned  aircraft;  (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)  equity  and/or  equity-like  securities.
However, the availability and level of these financing sources  cannot
be  assured,  particularly  in  light  of  American's  reduced  credit
ratings, high fuel prices, the historically weak fare environment  and
the  financial difficulties being experienced in the airline industry.
The inability of the Company to obtain additional funding would have a
material negative impact on the ability of the Company to sustain  its
operations over the long-term.

                                     -9-



The   Company's   substantial  indebtedness   could   have   important
consequences.  For example, it 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, thereby reducing
the  funds  available for other purposes; (iii) make the Company  more
vulnerable to economic downturns; (iv) limit its 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

The Company has a credit facility (the Credit Facility) consisting  of
a  fully  drawn $570 million senior secured revolving credit  facility
with  a  final  maturity on June 17, 2009 and  a  fully  drawn  $248.5
million term loan facility with a final maturity on December 17, 2010.
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  $1.5
billion for each quarterly period through September 30, 2005 and $1.25
billion  for  each  quarterly period thereafter. The  Company  was  in
compliance with the Liquidity Covenant as of June 30, 2005 and expects
to be able to continue to comply with this covenant.  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 0.85 to 1.00 for the four quarter  period  ending
June 30, 2005 and will increase gradually to 1.50 to 1.00 for the four
quarter period ending March 31, 2008 and for each four quarter  period
ending  on each fiscal quarter thereafter. AMR was in compliance  with
the  EBITDAR covenant as of June 30, 2005 and expects to  be  able  to
continue to comply with this covenant in the near term.

Given  the historically high price of fuel and the volatility of  fuel
prices  and  revenues,  it  is difficult to  assess  whether  AMR  and
American  will  be  able  to  continue to comply  with  the  Liquidity
Covenant  and  in particular the EBITDAR Covenant, 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.

Pension Funding Obligation

The  Company expects to contribute approximately $310 million to  its
defined  benefit  pension plans in 2005. This estimate  reflects  the
provisions  of  the  Pension  Funding Equity  Act  of  2004.  Due  to
uncertainties   regarding   significant   assumptions   involved   in
estimating  future  required contributions  to  its  defined  benefit
pension plans, such as interest rate levels, the amount and timing of
asset  returns,  and  the  impact of proposed legislation  (discussed
further  below), the Company is not able to reasonably  estimate  its
future  required contributions beyond 2005.  However,  based  on  the
current  regulatory  environment and market conditions,  the  Company
expects that its 2006 minimum required contributions will exceed  its
2005  expected contributions. Of the $310 million the Company expects
to  contribute  to  its defined benefit pension plans  in  2005,  the
Company contributed $213 million during the first six months of 2005.

Various  defined benefit pension reform proposals are currently  under
consideration  by the Government, which could have a significant  -  -
positive  or  negative  -  - impact on the Company's  future  required
pension  contributions.   The likely outcome  of  these  proposals  is
currently unclear.

                                    -10-



Cash Flow Activity

At  June 30, 2005, American had $3.4 billion in unrestricted cash  and
short-term investments, an increase of $456 million from December  31,
2004.   Net  cash  provided by operating activities in  the  six-month
period  ended  June  30, 2005 was $918 million, an  increase  of  $341
million over the same period in 2004.  The increase was primarily  the
result  of  an increase in the Air traffic liability due to  a  modest
improvement in the revenue environment, offset to a certain degree  by
the  $213 million pension contribution.  Capital expenditures for  the
first  six months of 2005 were $222 million and included the  cost  of
improvements at New York's John F. Kennedy airport.

On  July  1, 2005, American completed the re-marketing of $198 million
of  DFW-FIC  Series 2000A Unsecured Revenue Refunding Bonds  in  three
subseries which mature May 1, 2029.  Certain municipalities originally
issued  these  special  facility revenue bonds  primarily  to  improve
airport  facilities that are leased by American and accounted  for  as
operating  leases.  They were acquired by American  in  2003  under  a
mandatory tender provision; thus, American received the proceeds  from
the   remarketing  in  July  and  recorded  the  obligation  in  Other
liabilities, deferred gains and deferred credits.

RESULTS OF OPERATIONS

For the Six Months Ended June 30, 2005 and 2004

Revenues

The  Company's revenues increased approximately $709 million, or  7.6
percent, to $10.0 billion for the six months ended June 30, 2005 from
the  same  period last year.  American's passenger revenues increased
by  7.0 percent, or $533 million, on a capacity (ASM) increase of 1.5
percent.   American's passenger load factor increased 4.0  points  to
77.5  percent  while  passenger  revenue  yield  per  passenger  mile
remained  constant at 11.90 cents.  This resulted in an  increase  in
American's  passenger revenue per available seat mile (RASM)  of  5.4
percent  to 9.22 cents. Following is additional information regarding
American's domestic and international RASM and capacity:

                          Six Months Ended June 30, 2005
                        RASM      Y-O-Y     ASMs      Y-O-Y
                       (cents)    Change (billions)   Change

   Domestic              9.18      6.0%      57.7      (2.9)%
   International         9.31      4.2       30.2      11.0
      Latin America      9.20      2.4       15.4      11.1
      Europe             9.77      8.9       11.5       7.0
      Pacific            8.23     (4.2)       3.3      27.8

Regional  affiliates' passenger revenues, which are based on industry
standard  proration  agreements for flights  connecting  to  American
flights, increased $87 million, or 9.4 percent, to $1.0 billion as  a
result  of increased capacity and load factors.  Regional affiliates'
traffic  increased 23.7 percent to 4.2 billion RPMs,  while  capacity
increased 19.7 percent to 6.1 billion ASMs, resulting in a 2.3  point
increase in the passenger load factor to 68.6 percent.

Cargo  revenues increased 1.7 percent, or $5 million,  due  to  a  0.9
percent  increase  in cargo ton miles in addition  to  a  0.9  percent
increase in cargo revenue yield per ton mile.




                                    -11-



Operating Expenses

The  Company's total operating expenses increased 7.6 percent, or $698
million,  to  $9.9  billion for the six months  ended  June  30,  2005
compared  to  the same period in 2004.  American's mainline  operating
expenses  per ASM in the six months ended June 30, 2005 increased  4.5
percent  compared  to  the same period in 2004 to  9.92  cents.  These
increases  are due primarily to a 41.4 percent increase in  American's
price  per  gallon of fuel in the first half of 2005 relative  to  the
same period in 2004, including the impact of a $55 million fuel excise
tax refund received in March 2005.


   (in millions)                   Six Months
                                     Ended       Change    Percentage
   Operating Expenses            June 30, 2005  from 2004     Change

   Wages, salaries and benefits   $  3,030     $ (71)         (2.3)%
   Aircraft fuel                     2,220       624          39.1  (a)
   Regional payments to AMR Eagle      983       178          22.1  (b)
   Other rentals and landing fees      562        17           3.1
   Commissions, booking fees
     and credit card expense           557       (17)         (3.0)
   Depreciation and amortization       485       (78)        (13.9) (c)
   Maintenance, materials and
     repairs                           402        (4)         (1.0)
   Aircraft rentals                    286       (10)         (3.4)
   Food service                        248       (26)         (9.5)
   Other operating expenses          1,151        54           4.9
   Special charges                       -        31            NM  (d)
     Total operating expenses     $  9,924     $ 698           7.6%

  (a)Aircraft fuel expense increased primarily due to a 41.4 percent
     increase in American's price per gallon of fuel (including the benefit
     of a $55 million fuel excise tax refund received in March 2005 and the
     impact of fuel hedging) offset by a 1.7 percent decrease in American's
     fuel consumption.
  (b)Regional payment to AMR Eagle increased primarily as a result of
     increased capacity and fuel costs.
  (c)Depreciation and amortization expense decreased primarily due to
     a change in the estimate of the depreciable lives of the Company's
     Boeing 737-800, Boeing 757-200 and McDonnell Douglas MD-80 aircraft
     from 25 to 30 years, which decreased depreciation and amortization
     expense by approximately $54 million in the six months ended June 30,
     2005.
  (d)Special charges for 2004 included the reversal of reserves
     previously established for (i) aircraft return costs of $20 million
     and (ii) employee severance of $11 million.

Other Income (Expense)

Other  income  (expense), historically a net  expense,  decreased  $54
million due primarily to the following: Interest income increased  $36
million due primarily to a $14 million interest refund related to  the
fuel excise tax refund discussed above and increases in interest rates
and  short-term investments.  Interest expense increased  $15  million
due  primarily to increases in variable interest rates. Miscellaneous-
net  decreased  $27 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.

Income Tax

The  Company  did  not  record a net tax benefit associated  with  its
losses  for  the six months ended June 30, 2005 and 2004  due  to  the
Company providing a valuation allowance, as discussed in Note 5 to the
condensed consolidated financial statements.

                                    -12-



Regional Affiliates

The following table summarizes the combined capacity purchase activity
for  the American Connection carriers and AMR Eagle for the six months
ended June 30, 2005 and 2004 (in millions):

                                  Six Months Ended
                                      June 30,
                                  2005        2004
       Revenues:
       Regional Affiliates       $1,012      $ 925
       Other                         43         38
                                 $1,055      $ 963

       Expenses:
       Regional Affiliates       $1,073      $ 887
       Other incurred expenses      137        117
                                 $1,210     $1,004

In addition, passengers connecting to American's flights from American
Connection  and  AMR  Eagle flights generated passenger  revenues  for
American  flights  of $744 million and $683 for the six  months  ended
June 30, 2005 and 2004, respectively, which are included in Revenues -
Passenger in the consolidated statements of operations.

Outlook

The  Company currently expects third quarter 2005 mainline unit  costs
to be approximately 10.37 cents and full year 2005 mainline unit costs
to  be  approximately 10.20 cents, including the  impact  of  the  $55
million fuel excise tax refund received in March 2005.

Capacity  for  American's  mainline  jet  operations  is  expected  to
increase  about 2.7 percent in the third quarter of 2005  compared  to
the third quarter of 2004 and about 2.4 percent for the full year 2005
compared to 2004.













                                    -13-



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Except  as  discussed  below, 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  2004  Form
10-K.

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, 2005 cost per gallon of  fuel.   Based  on
projected  2005  and 2006 fuel usage through June 30,  2006,  such  an
increase  would  result  in an increase to aircraft  fuel  expense  of
approximately $466 million in the twelve months ended June  30,  2006,
inclusive of the impact of fuel hedge instruments outstanding at  June
30,  2005,  and  assumes  the Company's fuel hedging  program  remains
effective under Statement of Financial Accounting Standards  No.  133,
"Accounting   for  Derivative  Instruments  and  Hedging  Activities".
Comparatively,  based on projected 2005 fuel usage, such  an  increase
would  have  resulted  in  an increase to  aircraft  fuel  expense  of
approximately  $343  million in the twelve months ended  December  31,
2005, inclusive of the impact of fuel hedge instruments outstanding at
December 31, 2004.  The change in market risk is primarily due to  the
increase in fuel prices.

As  of  June  30,  2005,  the  Company  had  hedged  an  insignificant
percentage of its estimated 2005, 2006 and 2007 fuel requirements with
option contracts.

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, 2005.  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, 2005. During the
quarter  ending on June 30, 2005, 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.






                                    -14-



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).  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.  On February 24, 2005, the court decertified
the  class.  The remaining two 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 is vigorously defending 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.

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
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.

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 Airlines,  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  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). 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.

Four  cases  (each  being a purported class action)  have  been  filed
against American arising from the disclosure of passenger name records
by  a vendor of American.  The cases are:  Kimmell v. AMR, et al.  (U.
S.  District  Court, Texas), Baldwin v. AMR, et al.  (U.  S.  District
Court,  Texas),  Rosenberg v. AMR, et al. (U. S. District  Court,  New
York)  and  Anapolsky v. AMR, et al. (U.S. District Court, New  York).
The  Kimmell  suit was filed in April 2004. The Baldwin and  Rosenberg
cases  were  filed  in  May  2004. The Anapolsky  suit  was  filed  in
September  2004.  The suits allege various causes of action, including
but  not  limited  to,  violations of  the  Electronic  Communications
Privacy  Act,  negligent  misrepresentation, breach  of  contract  and
violation  of  alleged  common law rights of privacy.   In  each  case
plaintiffs  seek  statutory  damages  of  $1000  per  passenger,  plus
additional  unspecified  monetary damages.  The  Court  dismissed  the
cases  but allowed leave to amend, and the Kimmell and Rosenberg cases
have  been  refiled.  The Company is vigorously defending these  suits
and  believes  the suits are without merit. However, a  final  adverse
court  decision awarding a maximum amount of statutory  damages  would
have an adverse impact on the Company.

American is defending three lawsuits, filed as class actions  but  not
certified  as such, arising from allegedly improper failure to  refund
certain governmental taxes and fees collected by the Company upon  the
sale  of  nonrefundable tickets when such tickets  are  not  used  for
travel.   The  suits  are:  Coleman v. American  Airlines,  Inc.,  No.
101106,  filed  December  31, 2002, pending  (on  appeal)  before  the
Supreme Court of Oklahoma.  The Coleman Plaintiffs seek actual damages
(not  specified) and interest.  Hayes v. American Airlines, Inc.,  No.
04-3231,  pending in the United States District Court for the  Eastern
District  of New York, filed July 2, 2004.  The Hayes Plaintiffs  seek
unspecified damages, declaratory judgment, costs, attorneys' fees, and
interest.    Harrington v. Delta Air Lines, Inc.,  et.  al.,  No.  04-
12558, pending in the United States District Court for the District of
Massachusetts, filed November 4, 2004.  The Harrington plaintiffs seek
unspecified actual damages (trebled), declaratory judgment, injunctive
relief,  costs, and attorneys' fees.  The suits assert various  causes
of  action,  including  breach  of contract,  conversion,  and  unjust
enrichment.   The  Company  is  vigorously  defending  the  suits  and
believes  them  to be without merit.  However, a final  adverse  court
decision  requiring the Company to refund collected taxes and/or  fees
could have an adverse impact on the Company.

On March 11, 2004, a patent infringement lawsuit was filed against AMR
Corporation,  American Airlines, Inc., AMR Eagle Holding  Corporation,
and  American Eagle Airlines, Inc. in the United States District Court
for  the  Eastern  District of Texas (IAP Intermodal,  L.L.C.  v.  AMR
Corp.,  et al.). The case was consolidated with eight similar lawsuits
filed  against  a  number  of other unaffiliated  airlines,  including
Continental,   Northwest,  British  Airways,  Air   France,   Pinnacle
Airlines,  Korean  Air  and Singapore Airlines  (as  well  as  various
regional affiliates of the foregoing). The plaintiff alleges that  the
airline defendants infringe three patents, each of which relates to  a
system   of   scheduling  vehicles  based  on  freight  and  passenger
transportation requests received from remote computer terminals.   The
plaintiff  is  seeking past and future royalties of over  $30  billion
dollars,  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  scheduling  practices would have an adverse  impact  on  the
Company.



                                   -16-



On  July  12,  2004, a consolidated class action complaint,  that  was
subsequently amended on November 30, 2004, was filed against  American
Airlines,  Inc. and the Association of Professional Flight  Attendants
(APFA),  the  Union  which represents the Company'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 the Company 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 Union  and
American relating to the RPA and the ratification vote on the  RPA  by
individual Union members, including: violation of the Labor Management
Reporting  and Disclosure Act (LMRDA) and the APFA's Constitution  and
By-laws, violation by the Union of its duty of fair representation  to
its  members,  violation by the Company of provisions of  the  Railway
Labor  Act 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).
Although the Company believes the case against it is without merit and
both the Company and the Union are vigorously defending the lawsuit, a
final  adverse  court  decision  invalidating  the  RPA  and  awarding
substantial money damages would have an adverse impact on the Company.





                                    -17-



Item 6.  Exhibits

The following exhibits are included herein:

10.1  Letter Agreement dated May 5, 2005 between The Boeing Company and
      American Airlines, Inc.  Portions of this agreement have been omitted
      pursuant to a request for confidential treatment filed with the
      Securities and Exchange Commission.

12    Computation of ratio of earnings to fixed charges for the  three
      and six months ended June 30, 2005 and 2004.

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).





                                    -18-



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:  July 25, 2005           BY: /s/ James A. Beer
                               James A. Beer
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial and Accounting Officer)





                                    -19-