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 September 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, including area code  (817) 963-1234



                         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 Rule 12b-2 of the Exchange Act). Yes   No X .

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). 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 October 14,2005.

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  nine  months
  ended September 30, 2005 and 2004

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

  Condensed  Consolidated Statements of Cash  Flows  --  Nine  months
  ended September 30, 2005 and 2004

  Notes  to  Condensed Consolidated Financial Statements -- September
  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      Nine Months Ended
                                    September 30,         September 30,
                                 2005        2004        2005       2004
Revenues
  Passenger                     $4,428     $  3,838  $ 12,534   $ 11,411
  Regional Affiliates              570          488     1,582      1,413
  Cargo                            152          149       460        452
  Other revenues                   321          278       928        801
      Total operating revenues   5,471        4,753    15,504     14,077

Expenses
  Wages, salaries and benefits   1,521        1,569     4,551      4,670
  Aircraft fuel                  1,432          969     3,652      2,565
  Regional payments to AMR Eagle   530          435     1,513      1,240
  Other rentals and landing fees   306          266       868        811
  Commissions, booking fees and
   credit card expense             292          289       849        863
  Depreciation and amortization    245          275       730        838
  Maintenance, materials
   and repairs                     219          225       621        631
  Aircraft rentals                 143          147       429        443
  Food service                     135          143       383        417
  Other operating expenses         673          546     1,824      1,643
  Special charges (credits)          -          (18)        -        (49)
    Total operating expenses     5,496        4,846    15,420     14,072

Operating Income (Loss)           (25)          (93)       84          5


Other Income (Expense)
  Interest income                   38          18        101         45
  Interest expense                (177)       (163)      (514)      (485)
  Interest capitalized              12          20         58         56
  Related party interest - net      (3)         (1)        (7)        (1)
  Miscellaneous - net               (6)         (6)       (13)       (40)
                                  (136)       (132)      (375)      (425)

Loss Before Income Taxes          (161)       (225)      (291)      (420)
Income tax                           -          -           -          -
Net Loss                        $ (161)    $  (225)    $ (291)    $ (420)




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

                                          -1-

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

                                             September 30,  December 31,
                                                  2005          2004
Assets
Current Assets
  Cash                                         $   127       $    117
  Short-term investments                         3,249          2,787
  Restricted cash and short-term investments       499            478
  Receivables, net                               1,089            821
  Inventories, net                                 494            450
  Other current assets                             412            233
    Total current assets                         5,870          4,886

Equipment and Property
  Flight equipment, net                         11,929         12,304
  Other equipment and property, net              2,408          2,365
  Purchase deposits for flight equipment           276            277
                                                14,613         14,946

Equipment and Property Under Capital Leases
  Flight equipment, net                            967          1,016
  Other equipment and property, net                 90             82
                                                 1,057          1,098

Route  acquisition costs and airport operating
 and gate lease rights, net                      1,175          1,194

Other assets                                     3,233          3,338
                                               $25,948       $ 25,462

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
  Accounts payable                             $ 1,024       $    945
  Accrued liabilities                            1,805          1,853
  Air traffic liability                          3,851          3,183
  Payable to affiliates, net                       422            359
  Current maturities of long-term debt             542            475
  Current obligations under capital leases         141            104
    Total current liabilities                    7,785          6,919

Long-term debt, less current maturities          8,529          8,787
Obligations under capital leases, less
 current obligations                               932          1,061
Pension and postretirement benefits              4,799          4,743
Other liabilities, deferred gains and
 deferred credits                                4,255          4,057

Stockholders' Equity (Deficit)
  Common stock                                       -              -
  Additional paid-in capital                     3,227          3,273
  Accumulated other comprehensive loss            (682)          (772)
  Accumulated deficit                           (2,897)        (2,606)
                                                  (352)          (105)
                                               $25,948       $ 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)

                                                   Nine Months Ended
                                                     September 30,
                                                   2005        2004

Net Cash Provided by Operating Activities        $  841     $  598

Cash Flow from Investing Activities:
  Capital expenditures                             (296)      (266)
  Net increase in short-term investments           (462)      (523)
  Net (increase) decrease in restricted cash and
   short-term investments                           (21)        46
  Proceeds from sale of equipment and property       17         36
  Other                                               -        (12)
    Net cash used by investing activities          (762)      (719)

Cash Flow from Financing Activities:
  Payments on long-term debt and capital
   lease obligations                               (662)      (410)
  Proceeds from issuance of long-term debt          378        180
  DFW Bond Remarketing                              198          -
  Funds transferred from affiliates, net             17        344
    Net cash provided by (used by)
     financing activities                           (69)       114

Net increase (decrease) in cash                      10         (7)
Cash at beginning of period                         117        118

Cash at end of period                            $  127     $  111



Activities Not Affecting Cash

Capital lease obligations incurred               $   13     $   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 loss if the Company had  applied  the
  fair  value  recognition  provisions  of  SFAS  123  to  stock-based
  employee compensation (in millions):

                               Three Months Ended  Nine Months Ended
                                 September 30,       September 30,
                                 2005      2004      2005      2004
  Net loss, as reported         $(161)    $(225)    $(291)    $(420)
  Add/(Deduct):  Stock-based
     employee compensation
     expense included in
     reported net loss              8        (6)       25        10
  Deduct:  Total stock-based
     employee compensation
     expense determined under
     fair value based methods
     for all awards               (22)      (10)      (69)      (59)
  Pro forma net loss            $(175)    $(241)    $(335)    $(469)


  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 expects that the impact of adoption on  its
  first  quarter 2006 results will be similar to the amounts disclosed
  in  the  quarterly pro forma information in this footnote.  However,
  subsequent  to  the first quarter of 2006, the impact will  decrease
  significantly  due  to  the  vesting  period  ending  for  the  2003
  Employee Stock Incentive Plan.


                                     -4-

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

3.As of September 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  $102  million  in  2006  and  an  aggregate   of
  approximately $2.8 billion in 2011 through 2016.  The Company has pre-
  arranged financing for all aircraft deliveries in 2006.

  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  $115 million in additional operating  lease  payments
  and  $106  million in additional payments related to capital  leases
  as  of September 30, 2005.  These amounts are being accounted for as
  contingent  rentals  and  will only be  recognized  if  they  become
  payable.   Conversely, as part of the concessionary agreements,  the
  Company  will  recognize a gain of $37 million  related  to  a  debt
  restructuring if none of the events described above occur  prior  to
  December 31, 2005.

4.Accumulated   depreciation  of  owned  equipment  and  property   at
  September 30, 2005 and December 31, 2004 was $9.2 billion  and  $8.8
  billion,  respectively.  Accumulated amortization of  equipment  and
  property  under  capital leases at September 30, 2005  and  December
  31, 2004 was $1.0 billion.

  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 $81 million, respectively,
  for the three and nine months ended September 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 $88 million  during
  the  nine  months  ended September 30, 2005 to $1.3  billion  as  of
  September  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 nine month period ended September 30, 2005.





















                                    -5-


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

6.In July 2005, American completed the re-marketing of $198 million
  of DFW-FIC Series 2000A Unsecured Revenue Refunding Bonds that 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
  which results in an increase to Other liabilities, deferred gains and
  deferred credits where the tendered bonds had been classified pending
  their use to offset certain future operating lease obligations.

  In  September  2005, American sold and leased back 89 spare  engines
  with  a  book  value of $105 million to a variable  interest  entity
  (VIE).   The  net  proceeds received from third  parties  were  $133
  million.   American  is considered the primary  beneficiary  of  the
  activities  of  the  VIE as American has substantially  all  of  the
  residual  value  risk  associated with the  transaction.   As  such,
  American  is  required  to  consolidate the  VIE  in  its  financial
  statements.   At September 30, 2005, the book value of  the  engines
  was  included in Flight equipment, net on the condensed consolidated
  balance sheet.  The engines serve as collateral for the VIE's  long-
  term  debt  of  $133 million at September 30, 2005, which  has  also
  been included in the condensed consolidated balance sheet.  The  VIE
  has no other significant operations.

  Also  in September 2005, American purchased certain obligations  due
  October 2006 with a face value of $261 million at par value from  an
  institutional investor.  In conjunction with the purchase,  American
  borrowed  an  additional  $245 million under  an  existing  mortgage
  agreement  with  a  final maturity in December 2012  from  the  same
  investor.   The  additional debt bears interest at a  variable  rate
  equivalent  to  the  six month LIBOR rate plus  4.54  percent.   The
  additional   borrowings  required  American  to  grant  a   security
  interest  in  certain  spare engines and  related  collateral.   The
  transaction  was  accounted for as a modification  of  the  original
  debt   under  Emerging  Issues  Task  Force  Issue  96-19  "Debtor's
  Accounting for a Modification or Exchange of Debt Instruments".   As
  a result of this transaction, the Company's 2006 maturities of long-
  term debt decreased from $1.1 billion to $829 million.

  As  of  September 30, 2005, American has issued guarantees  covering
  approximately  $1.3 billion of AMR's unsecured debt.   In  addition,
  as  of  September 30, 2005, AMR and American have issued  guarantees
  covering  approximately  $428 million of  American  Eagle  Airlines,
  Inc. secured debt.














                                   -6-


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 nine months ended September 30, 2005
  and 2004 (in millions):
                                         Pension Benefits
                              Three Months Ended    Nine Months Ended
                                 September 30,        September 30,
                               2005       2004       2005       2004

  Components of net periodic
   benefit cost

   Service cost               $  93     $   89      $  278     $  268
   Interest cost                152        142         457        425
   Expected return on assets   (164)      (143)       (493)      (427)
   Amortization of:
     Prior service cost           4          4          12         11
     Unrecognized net loss       13         15          39         44

   Net periodic benefit cost  $  98     $  107      $  293     $  321


                                   Other Postretirement Benefits
                             Three Months Ended    Nine Months Ended
                                 September 30,       September 30,
                               2005       2004      2005       2004

  Components of net periodic
   benefit cost

   Service cost               $  19     $   19      $   56     $   57
   Interest cost                 49         51         148        152
   Expected return on assets     (3)        (3)        (10)        (9)
   Amortization of:
     Prior service cost          (2)        (3)         (7)        (8)
     Unrecognized net loss        -          2           1          6

   Net periodic benefit cost  $  63     $   66      $  188     $  198

  The  Company contributed $288 million to its defined benefit pension
  plans  during  the nine month period ended September 30,  2005,  and
  completed  its  required 2005 calendar year funding by  contributing
  an additional $22 million on October 14, 2005.







                                       -7-


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  Charge   Total
      Remaining accrual at
       December 31,2004          $  126      $   26    $  35   $ 187
      Payments                      (13)         (5)     (33)    (51)
      Remaining accrual at
       September 30,2005         $  113      $   21    $   2   $ 136

  Cash  outlays related to these accruals, as of September  30,  2005,
  for  aircraft charges, facility exit costs and employee charges will
  occur through 2014, 2018 and the end of 2005, respectively.

9.The  Company  includes  changes in the  fair  value  of  certain
  derivative  financial instruments that qualify for hedge  accounting
  (primarily crude oil derivative contracts), changes in minimum pension
  liabilities  and  unrealized gains and losses on  available-for-sale
  securities in comprehensive loss. For the three months ended September
  30,  2005  and  2004, comprehensive loss was $127 million  and  $205
  million,  respectively, and for the nine months ended September  30,
  2005 and 2004, comprehensive loss was $201 million and $418 million,
  respectively.  The difference between net loss and comprehensive loss
  for the three and nine months ended September 30, 2005 and 2004 is due
  primarily  to the accounting for the Company's derivative  financial
  instruments.

  Ineffectiveness  is  inherent in hedging jet fuel  with  derivative
  positions   based  in  crude  oil  or  other  crude   oil   related
  commodities.   As  required by Statement  of  Financial  Accounting
  Standard  No.  133,  "Accounting  for  Derivative  Instruments  and
  Hedging Activities", the Company assesses, both at the inception of
  each  hedge and on an on-going basis, whether the derivatives  that
  are  used  in  its  hedging transactions are  highly  effective  in
  offsetting  changes in cash flows of the hedged items. The  Company
  discontinues hedge accounting prospectively if it determines that a
  derivative is no longer expected to be highly effective as a  hedge
  or  if  it decides to discontinue the hedging relationship.   As  a
  result  of  its  quarterly  effectiveness assessment,  the  Company
  determined  that  all  of  its  derivatives  settling  during   the
  remainder of 2005 and certain of its derivatives settling  in  2006
  are no longer expected to be highly effective in offsetting changes
  in  forecasted  jet  fuel  purchases.  As a  result,  effective  on
  October 1, 2005, all subsequent changes in the fair value of  those
  particular hedge contracts will be recognized directly in  earnings
  rather than being deferred in Accumulated other comprehensive loss.
  Hedge accounting will continue to be applied to derivatives used to
  hedge  forecasted  jet fuel purchases that are expected  to  remain
  highly effective.

10. American  classifies certain receivables  from  its  parent  and
  affiliates against Additional paid-in-capital.  As of September  30,
  2005, the company classified a $179 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.







                                   -8-

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 incurred a $161 million net loss during the third quarter
of 2005 compared to a net loss of $225 million in the same period last
year.   The Company's third quarter 2005 results were impacted by  the
continuing increase in fuel prices and certain other costs, offset  by
an  improvement  in revenues, 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, and productivity improvements  and  other  cost
reductions  resulting  from progress under the Turnaround  Plan.   The
Company's  third  quarter 2005 results were also impacted  by  an  $80
million  charge related to a contract termination and  a  $22  million
credit for the reversal of an insurance reserve.

Fuel  price increases resulted in a year-over-year increase  of  62.2
cents   per  gallon  for  the  third  quarter.  This  price  increase
negatively  impacted fuel expense by $475 million during the  quarter
based  on  fuel consumption of 763 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.



                             -9-



Mainline passenger unit revenues increased 12.6 percent for the third
quarter  due  to a 3.3 point load factor increase and an 8.0  percent
increase  in  passenger yield (passenger revenue per passenger  mile)
compared to the same period in 2004. Although load factor performance
and  yield  showed 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); pricing transparency resulting from the  use  of
the  internet;  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;
other  carriers  that are well hedged against rising fuel  costs  and
able  to  better absorb the current high jet fuel prices;  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'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), 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.









                                 -10-



The   Company's   substantial  indebtedness   could   have   important
consequences.  For example, it could: (i) limit the Company'  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

American has a credit facility (the Credit Facility) consisting  of  a
fully drawn $555 million senior secured revolving credit facility with
a  final maturity on June 17, 2009 and a fully drawn $248 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. American was in compliance with
the Liquidity Covenant as of September 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 0.90 to 1.00 for the four quarter period ending September 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 September 30, 2005 and expects to be  able  to
continue  to comply with this covenant for the period ending  December
31,  2005.  However, 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, in fact, 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
comply  with these covenants.  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 contributed $288 million to its defined benefit  pension
plans  during  the nine month period ended September  30,  2005,  and
completed its required 2005 calendar year funding by contributing  an
additional  $22  million  on October 14, 2005.   Due  to  uncertainty
regarding the impact of proposed legislation, the Company is not  yet
able  to reasonably estimate its future required contributions beyond
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' future required
pension  contributions.  The likely outcome  of  these  proposals  is
currently  unclear.  Based on the current regulatory environment  and
market conditions, the Company expects that its 2006 minimum required
contributions will exceed its 2005 contributions; however, there  are
certain   scenarios  where  the  Company'  2006   minimum   required
contribution would be less than the 2005 amount.







                                 -11-


Cash Flow Activity

At  September 30, 2005, American had $3.4 billion in unrestricted cash
and  short-term investments, an increase of $472 million from December
31, 2004.  Net cash provided by operating activities in the nine-month
period ended September 30, 2005 was $841 million, an increase of  $243
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.  Capital expenditures for  the
first  nine months of 2005 were $296 million and included the cost  of
improvements at New York's John F. Kennedy airport.

In  July 2005, American completed the re-marketing of $198 million  of
DFW-FIC Series 2000A Unsecured Revenue Refunding Bonds that 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
which results in an increase to Other liabilities, deferred gains  and
deferred credits where the tendered bonds had been classified  pending
their use to offset certain future operating lease obligations.

In September 2005, American sold and leased back 89 spare engines with
a book value of $105 million to a variable interest entity (VIE).  The
net  proceeds received from third parties were $133 million.  American
is  considered the primary beneficiary of the activities of the VIE as
American  has substantially all of the residual value risk  associated
with  the  transaction.  As such, American is required to  consolidate
the  VIE in its financial statements.  At September 30, 2005, the book
value  of  the engines was included in Flight equipment,  net  on  the
condensed consolidated balance sheet.  The engines serve as collateral
for  the  VIE's long-term debt of $133 million at September 30,  2005,
which  has  also  been included in the condensed consolidated  balance
sheet.  The VIE has no other significant operations.

Also  in  September 2005, American purchased certain  obligations  due
October  2006 with a face value of $261 million at par value  from  an
institutional  investor.  In conjunction with the  purchase,  American
borrowed  an  additional  $245  million  under  an  existing  mortgage
agreement  with  a  final  maturity in December  2012  from  the  same
investor.   The  additional debt bears interest  at  a  variable  rate
equivalent  to  the  six  month LIBOR rate  plus  4.54  percent.   The
additional  borrowings required American to grant a security  interest
in  certain spare engines and related collateral.  The transaction was
accounted  for  as a modification of the original debt under  Emerging
Issues  Task Force Issue 96-19 "Debtor's Accounting for a Modification
or  Exchange  of Debt Instruments".  As a result of this  transaction,
the  Company's 2006 maturities of long-term debt decreased  from  $1.1
billion to $829 million.

The  New York City Industrial Development Agency is in the process  of
offering  up  to  $770 million of special facility  revenue  bonds  on
behalf of American.  Proceeds from these bonds would generally be used
to  reimburse  American  for  certain construction  costs  related  to
facility  improvements at John F. Kennedy International  Airport.   If
these bonds are issued, American would be responsible for debt service
on  the  bonds  and  would  consolidate  the  debt  in  its  financial
statements.   American can give no assurance as  to  whether  or  when
these  bonds  will be issued or, if issued, as to the  amount  of  the
bonds that will be issued.





                                -12-


RESULTS OF OPERATIONS

For the Nine Months Ended September 30, 2005 and 2004

Revenues

The  Company's revenues increased approximately $1.4 billion, or 10.1
percent,  to  $15.5 billion for the nine months ended  September  30,
2005  from the same period last year.  American's passenger  revenues
increased  by 9.8 percent, or $1.1 billion, on a capacity  (available
seat  mile) (ASM) increase of 1.8 percent.  American's passenger load
factor  increased  3.8 points to 78.8 percent and  passenger  revenue
yield per passenger mile increased 2.7 percent to 11.92 cents.   This
resulted in an increase in American's passenger revenue per available
seat  mile  (RASM)  of  7.9  percent  to  9.39  cents.  Following  is
additional    information   regarding   American's    domestic    and
international RASM and capacity:

                          Nine Months Ended September 30, 2005
                           RASM      Y-O-Y    ASMs      Y-O-Y
                          (cents)   Change (billions)   Change

   Domestic                 9.3       8.6%      87.3     (1.9)%
   International            9.6       6.2       46.1      9.7
      Latin America         9.4       6.3       22.9      8.6
      Europe               10.3       9.6       18.1      6.4
      Pacific               8.3      (5.9)       5.1     29.1

Regional  affiliates' passenger revenues, which are based on  industry
standard  proration  agreements  for flights  connecting  to  American
flights, increased $169 million, or 12.0 percent, to $1.6 billion as a
result  of  increased capacity and load factors.  Regional affiliates'
traffic  increased  23.0 percent to 6.6 billion RPMs,  while  capacity
increased  18.8 percent to 9.5 billion ASMs, resulting in a 2.4  point
increase in the passenger load factor to 69.7 percent.

Cargo  revenues increased 1.8 percent, or $8 million, to $460  million
as  a  result of a 1.2 percent increase in cargo ton miles in addition
to  a  0.7  percent increase in cargo revenue yield per ton mile.   In
addition,  the  cargo  division saw a $38  million  increase  in  fuel
surcharges  and  other service fees.  These amounts  are  included  in
Other revenues which are discussed below.

Other  revenues  increased  15.9 percent, or  $127  million,  to  $928
million  due  in  part  to increased cargo fuel surcharges,  increased
third-party   maintenance   contracts  obtained   by   the   Company's
maintenance and engineering group, and increases in certain  passenger
fees.







                               -13-





Operating Expenses

The  Company's total operating expenses increased 9.6 percent, or $1.3
million, to $15.4 billion for the nine months ended September 30, 2005
compared  to  the same period in 2004.  American's mainline  operating
expenses per ASM in the nine months ended September 30, 2005 increased
6.3  percent compared to the same period in 2004 to 10.16 cents. These
increases  are due primarily to a 44.5 percent increase in  American's
price  per gallon of fuel in 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)                   Nine Months
                                     Ended        Increase
                                  September 30,  (Decrease)  Percent
   Operating Expenses                2005         from 2004  Change


   Wages, salaries and benefits    $ 4,551       $(119)      (2.6)%
   Aircraft fuel                     3,652       1,087       42.4  (a)
   Regional payments to AMR Eagle    1,513         273       22.0  (b)
   Other rentals and landing fees      868          57        7.0
   Commissions, booking fees and
    credit card expense                849         (14)      (1.6)
   Depreciation and amortization       730        (108)     (12.9)
   Maintenance, materials and repairs  621         (10)      (1.6)
   Aircraft rentals                    429         (14)      (3.2)
   Food service                        383         (34)      (8.2)
   Other operating expenses          1,824         181       11.0  (c)
   Special charges (credits)             -          49        NM   (d)
     Total operating expenses      $15,420      $1,348        9.6%

(a) Aircraft fuel expense increased primarily due to a 44.5 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 1.5 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) Other operating expenses increased in part due to a charge of $80
    million related to the termination of a contract somewhat offset by a
    $22 million credit for the reversal of an insurance reserve.
    Increases in communications charges of $49 million and information
    technology spending of $13 million also contributed to the increase in
    the account.
(d) Special charges (credits) for 2004 included the reversal of
    reserves previously established for aircraft return costs of $20
    million, facility exit costs of $18 million and employee severance of
    $11 million.

Other Income (Expense)

Other  income  (expense), historically a net  expense,  decreased  $50
million.  Interest income increased $56 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 $29 million due primarily  to
increases in variable interest rates. Miscellaneous-net decreased  $27
million, reflecting the accrual during the first quarter of 2004 of  a
$23  million award rendered by an independent arbitrator related 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 nine months ended September 30, 2005 and 2004  due  to
the Company providing a valuation allowance, as discussed in Note 5 to
the condensed consolidated financial statements.
Regional Affiliates




                                 -14-




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

                                    Nine Months Ended
                                      September 30,
                                     2005        2004
      Revenues:
       Regional Affiliates         $1,582      $1,413
       Other                           66          58
                                   $1,648      $1,471

      Expenses:
       Regional Affiliates         $1,652      $1,365
       Other incurred expenses        208         178
                                   $1,860      $1,543

In addition, passengers connecting to American's flights from American
Connection  and  AMR  Eagle flights generated passenger  revenues  for
American flights of $1.1 billion and $1.0 billion for the nine  months
ended September 30, 2005 and 2004, respectively, which are included in
Revenues - Passenger in the consolidated statements of operations.

Outlook

The Company expects to post -- at the current level of fuel prices  --
a significant loss in the fourth quarter.

The Company currently expects fourth quarter mainline unit costs to be
approximately 11.42 cents, including the 0.09 cent favorable impact of
the  $37  million potential gain discussed in Note 3 to the  condensed
consolidated financial statements.

Capacity  for  American's  mainline  jet  operations  is  expected  to
remain approximately flat in the  fourth  quarter  of  2005 compared
to the fourth quarter of 2004.
















                                  -15-



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 September 30, 2005 cost per gallon of fuel.  Based  on
projected 2005 and 2006 fuel usage through September 30, 2006, such an
increase  would  result  in an increase to aircraft  fuel  expense  of
approximately  $857 million in the twelve months ended  September  30,
2006,  inclusive  of  the impact of effective fuel  hedge  instruments
outstanding  at  September 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.

Ineffectiveness  is  inherent in hedging  jet  fuel  with  derivative
positions  based in crude oil or other crude oil related commodities.
As  required by Statement of Financial Accounting Standard  No.  133,
"Accounting  for Derivative Instruments and Hedging Activities",  the
Company assesses, both at the inception of each hedge and on  an  on-
going  basis,  whether the derivatives that are used in  its  hedging
transactions are highly effective in offsetting changes in cash flows
of  the  hedged  items.  The  Company discontinues  hedge  accounting
prospectively  if  it  determines that  a  derivative  is  no  longer
expected  to  be  highly effective as a hedge or  if  it  decides  to
discontinue  the hedging relationship.  As a result of its  quarterly
effectiveness  assessment, the Company determined  that  all  of  its
derivatives settling during the remainder of 2005 and certain of  its
derivatives  settling  in 2006 are no longer expected  to  be  highly
effective in offsetting changes in forecasted jet fuel purchases.  As
a result, effective on October 1, 2005, all subsequent changes in the
fair  value  of  those particular hedge contracts will be  recognized
directly in earnings rather than being deferred in Accumulated  other
comprehensive loss. Hedge accounting will continue to be  applied  to
derivatives  used  to hedge forecasted jet fuel  purchases  that  are
expected to remain highly effective.

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








                                 -16-



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




































                                             -17-




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.  In September 2005, the Court granted Summary Judgment  in
favor  of  the  Company  and  all  other  defendants.   The  time  for
plaintiffs  to file a notice of appeal has not yet run.  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.










                                  -18-


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. On September 7,
2005,  the court issued a memorandum opinion that interpreted disputed
terms  in  the  patents.  The plaintiff dismissed its  claims  without
prejudice  to  its  right  to appeal the September  7,  2005  opinion.
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.






                                 -19-


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.






















                                   -20-






Item 6.  Exhibits

The following exhibits are included herein:

10   Trust  Agreement  Under Supplemental Executive  Retirement  Program
     for  Officers  of American Airlines, Inc. Participating
     in the $uper $aver Plus Plan.

12   Computation of ratio of earnings to fixed charges for the  three
     and nine months ended September 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).





















                                      -21-





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:  October 21, 2005        BY: /s/ James A. Beer
                               James A. Beer
                               Senior Vice President and Chief Financial Officer
                               (Principal  Financial  and  Accounting Officer)










































                                        -22-