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

                            FORM 10-Q



[X]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2007.


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


Commission file number 1-2691.



                    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.   X Yes     No


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

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


Common Stock, $1 par value - 1,000 shares as of April 13, 2007.

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



                                 INDEX

                        AMERICAN AIRLINES, INC.




PART I:   FINANCIAL INFORMATION


Item 1.  Financial Statements

  Consolidated Statements of Operations -- Three months  ended  March
  31, 2007 and 2006

  Condensed  Consolidated  Balance  Sheets  --  March  31,  2007  and
  December 31, 2006

  Condensed  Consolidated Statements of Cash Flows  --  Three  months
  ended March 31, 2007 and 2006

  Notes  to Condensed Consolidated Financial Statements -- March  31,
  2007

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Item 4.  Controls and Procedures


PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings

Item 5.  Other Information

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
                                                    March 31,
                                              2007            2006
Revenues
    Passenger                              $ 4,326           $4,244
    Regional Affiliates                        558              569
    Cargo                                      201              186
    Other revenues                             317              328
      Total operating revenues               5,402            5,327


Expenses
  Wages, salaries and benefits               1,511            1,576
  Aircraft fuel                              1,275            1,332
  Regional payments to AMR Eagle               544              532
  Other rentals and landing fees               301              286
  Commissions, booking fees and credit
   card expense                                249              269
  Depreciation and amortization                242              240
  Maintenance, materials and repairs           195              187
  Aircraft rentals                             148              141
  Food service                                 125              123
  Other operating expenses                     629              589
    Total operating expenses                 5,219            5,275

Operating Income                               183               52

Other Income (Expense)
  Interest income                               76               52
  Interest expense                            (187)            (213)
  Interest capitalized                           9                7
  Related party interest - net                 (20)               6
  Miscellaneous - net                          (10)            (10)
                                              (132)           (158)

Earnings (Loss) Before Income Taxes             51            (106)
Income tax                                       -               -
Net Earnings (Loss)                        $    51           $(106)





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

                                   -1-

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

                                                 March 31,     December 31,
                                                   2007            2006
Assets
Current Assets
  Cash                                          $   142         $   120
  Short-term investments                          5,165           4,527
  Restricted cash and short-term investments        471             468
  Receivables, net                                1,092             957
  Inventories, net                                  457             465
  Other current assets                              341             213
    Total current assets                          7,668           6,750

Equipment and Property
  Flight equipment, net                          11,449          11,524
  Other equipment and property, net               2,356           2,343
  Purchase deposits for flight equipment            177             177
                                                 13,982          14,044

Equipment and Property Under Capital Leases
  Flight equipment, net                             745             765
  Other equipment and property, net                  93              99
                                                    838             864

Route  acquisition costs and airport  operating
 and gate lease rights, net                       1,137           1,143
Other assets                                      2,983           3,049
                                                $26,608         $25,850
Liabilities and Stockholder's Equity (Deficit)
Current Liabilities
  Accounts payable                              $ 1,111         $   987
  Accrued liabilities                             2,023           2,164
  Air traffic liability                           4,321           3,782
  Payable to affiliates, net                      1,486           1,071
  Current maturities of long-term debt              946           1,012
  Current obligations under capital leases          124             101
    Total current liabilities                    10,011           9,117

Long-term debt, less current maturities           7,457           7,787
Obligations under capital leases,
 less current obligations                           750             824
Pension and postretirement benefits               5,364           5,340
Other liabilities, deferred gains and
 deferred credits                                 3,845           3,848

Stockholder's Equity (Deficit)
  Common stock                                        -               -
  Additional paid-in capital                      3,791           3,667
  Accumulated other comprehensive loss           (1,327)         (1,399)
  Accumulated deficit                            (3,283)         (3,334)
                                                   (819)         (1,066)
                                                $26,608         $25,850


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

                                     -2-


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

                                            Three Months Ended March 31,
                                                 2007         2006

Net Cash Provided by Operating Activities        $  814       $  732

Cash Flow from Investing Activities:
  Capital expenditures                             (164)        (101)
  Net increase in short-term investments           (641)        (440)
  Proceeds from sale of equipment and property       11            1
  Other                                              (1)           -
        Net cash used by investing activities      (795)        (540)

Cash Flow from Financing Activities:
  Payments on long-term debt and capital lease
   obligations                                     (447)        (184)
  Reimbursement from construction reserve account    42           48
  Funds transferred from (to) affiliates, net       408          (45)
       Net cash provided by (used by) financing
        activities                                    3         (181)

Net increase in cash                                 22           11
Cash at beginning of period                         120          133

Cash at end of period                            $  142       $  144
























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).  The  condensed
  consolidated  financial  statements also  include  the  accounts  of
  variable  interest  entities for which the Company  is  the  primary
  beneficiary.  For  further information, refer  to  the  consolidated
  financial statements and footnotes thereto included in the  American
  Airlines,  Inc.  Annual Report on Form 10-K/A  for  the  year  ended
  December 31, 2006 (2006 Form 10-K).

2.On  March 28, 2007, American announced it will pull forward an order
  with  The  Boeing Company to take delivery of three 737-800 aircraft
  in  2009 that American had previously committed to acquire in  2016.
  American  also  announced  it intends to  continue  pulling  forward
  other  aircraft  from their 2013 to 2016 delivery schedules  to  the
  2009  to  2012  timeframe.  As of March 31, 2007,  the  Company  had
  commitments  to  acquire  three  Boeing  737-800s  in  2009  and  an
  aggregate of 44 Boeing 737-800s and seven Boeing 777-200ERs in  2013
  through  2016.  Future  payments for  all  aircraft,  including  the
  estimated  amounts for price escalation, are currently estimated  to
  be  approximately $2.8 billion, with the majority occurring in  2011
  through  2016.  However, if the Company commits to accelerating  the
  delivery dates of a significant number of aircraft in the future,  a
  significant  portion  of  the  $2.8  billion  commitment   will   be
  accelerated into earlier periods, including 2008 and 2009.

3.Accumulated  depreciation of owned equipment and property  at  March
  31,  2007 and December 31, 2006 was $10.1 billion and $10.0 billion,
  respectively.   Accumulated amortization of equipment  and  property
  under  capital leases was $1.1 billion at both March  31,  2007  and
  December 31, 2006.

4.In April 2007, the United States and the European Union approved
  an  "open skies" air services agreement that provides airlines  from
  the  United  States  and  E.U. member states  open  access  to  each
  other's  markets,  with freedom of pricing and unlimited  rights  to
  fly  beyond  the  United States and beyond each E.U.  member  state.
  Under  the  agreement, every U.S. and E.U. airline is authorized  to
  operate  between airports in the United States and London's Heathrow
  Airport.   Only  three  airlines besides  American  were  previously
  allowed  to  provide  that  Heathrow service.   The  agreement  will
  result  in  the  Company  facing increased  competition  in  serving
  Heathrow  if additional carriers are able to obtain necessary  slots
  and   terminal  facilities.   However,  the  Company  believes  that
  American   and  the  other  carriers  who  currently  have  existing
  authorities  and the related slots and facilities, will continue  to
  hold  a  significant advantage after the advent of open skies.   The
  Company    has   recorded   route   acquisition   costs   (including
  international  routes and slots) of $829 million  as  of  March  31,
  2007,  including  a  significant amount  related  to  operations  at
  Heathrow.   The  Company  considers  these  assets  indefinite  life
  assets  under  Statement of Financial Accounting  Standard  No.  142
  "Goodwill  and  Other  Intangibles" and as a  result  they  are  not
  amortized  but  instead are tested for impairment annually  or  more
  frequently if events or changes in circumstances indicate  that  the
  asset  might  be  impaired.   The Company  completed  an  impairment
  analysis  on  the Heathrow routes (including slots) effective  March
  31,  2007  and  concluded that no impairment  exists.   The  Company
  believes  its  estimates  and assumptions are  reasonable,  however,
  given  the  significant uncertainty regarding how  open  skies  will
  ultimately  affect  its operations at Heathrow, the  actual  results
  could  differ  from  those  estimates.   The  Company  continues  to
  evaluate  the  appropriate method of accounting for  its  routes  in
  conjunction  with  its evaluation of the impact of  the  open  skies
  agreement on the Company's operations.



                                -4-


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

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

  The  Company  has  an unrecognized tax benefit of approximately  $38
  million  which did not change significantly during the three  months
  ended  March  31,  2007.   The application  of  FIN  48  would  have
  resulted  in an immaterial change in retained earnings, except  that
  it  was  fully  offset by the application of a valuation  allowance.
  In  addition,  future changes in the unrecognized tax  benefit  will
  have  no  impact on the effective tax rate due to the  existence  of
  the  valuation  allowance.  Accrued interest  on  tax  positions  is
  recorded  as  a component of interest expense but is not significant
  at  March  31, 2007.  The Company does not reasonably estimate  that
  the  unrecognized tax benefit will change significantly  within  the
  next twelve months.

  The  Company files its tax returns as prescribed by the tax laws  of
  the  jurisdictions in which it operates.  The Company  is  currently
  under  audit  by the Internal Revenue Service for its  2001  through
  2003  tax  years  with an anticipated closing  date  in  2007.   The
  Company's  2004 and 2005 tax years are still subject to examination.
  Various  state  and foreign jurisdiction tax years  remain  open  to
  examination  as  well,  though the Company believes  any  additional
  assessment   will  be  immaterial  to  its  consolidated   financial
  statements.

  As  discussed in Note 8 to the consolidated financial statements  in
  the  2006  Form 10-K, the Company has a valuation allowance  against
  the  full  amount  of  its  net deferred  tax  asset.   The  Company
  currently  provides  a  valuation  allowance  against  deferred  tax
  assets when it is more likely than not that some portion, or all  of
  its  deferred  tax  assets,  will not be  realized.   The  Company's
  deferred  tax asset valuation allowance increased approximately  $25
  million  during  the  three months ended  March  31,  2007  to  $1.8
  billion  as of March 31, 2007, including the impact of comprehensive
  income  for the three months ended March 31, 2007, changes described
  above from applying FIN 48 and certain other adjustments.

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

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

                                -5-

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

6.On  March  30,  2007,  American paid in full  the  $285  million
  principal balance of its senior secured revolving credit facility.  As
  of March 31, 2007, the $444 million term loan facility under the same
  bank  credit  facility was still outstanding and  the  $285  million
  balance of the revolving credit facility remains available to American
  through maturity.  The revolving credit facility amortizes at a rate
  of  $10  million  quarterly through December 17,  2007.   American's
  obligations under the credit facility are guaranteed by AMR.

  As  of  March  31,  2007,  American had issued  guarantees  covering
  approximately  $1.1 billion of AMR's unsecured debt.   In  addition,
  as  of  March  31,  2007,  AMR and American  had  issued  guarantees
  covering approximately $368 million of AMR Eagle's secured debt.

7.On  January  16,  2007,  the  AMR Board of  Directors  approved  the
  amendment  and restatement of the 2005-2007 Performance  Share  Plan
  for  Officers  and Key Employees and the 2005 Deferred  Share  Award
  Agreement  to  permit  settlement in a combination  of  cash  and/or
  stock.   However, the amendments did not impact the  fair  value  of
  the  awards.   As  a result, certain awards under these  plans  have
  been  accounted for as equity awards since that date and the Company
  reclassified  $113  million from Accrued liabilities  to  Additional
  paid-in-capital   in   accordance  with   Statement   of   Financial
  Accounting Standard No. 123 (revised 2004), "Share-Based Payment".

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

8.The following table provides the components of net periodic benefit
  cost for the three months ended March 31, 2007 and 2006 (in
  millions):
                                                 Other Postretirement
                               Pension Benefits        Benefits
                               2007       2006      2007       2006

  Components of net periodic
   benefit cost

   Service cost               $  92     $   99      $   17     $   18
   Interest cost                168        161          47         47
   Expected return on assets   (187)      (168)         (4)        (4)
   Amortization of:
    Prior service cost            4          4          (4)        (2)
    Unrecognized net (gain) loss  7         20          (2)         1

   Net periodic benefit cost  $  84     $  116      $   54     $   60

   The Company expects to contribute approximately $364 million to its
   defined benefit pension plans in 2007.  The Company's estimates  of
   its   defined  benefit  pension  plan  contributions  reflect   the
   provisions  of  the  Pension Funding Equity Act  of  2004  and  the
   Pension  Protection Act of 2006.  Of the $364 million  the  Company
   expects to contribute to its defined benefit pension plans in 2007,
   the  Company contributed $62 million during the three months  ended
   March 31, 2007 and contributed $118 million on April 13, 2007.





                                       -6-


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

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

                              Aircraft     Facility
                              Charges     Exit Costs  Total
      Remaining accrual at
       December 31, 2006       $ 126       $   19     $ 145
      Adjustments                  -            -         -
      Payments                    (7)           -        (7)
      Remaining accrual at
       March 31,2007           $ 119        $   19    $ 138

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

10.The  Company  includes changes in the fair value  of  certain
  derivative  financial instruments that qualify for hedge  accounting
  and unrealized gains and losses on available-for-sale securities  in
  comprehensive income. For the three months ended March 31, 2007  and
  2006,  comprehensive  income  was  $123  million  and  $86  million,
  respectively.   The  difference  between  net  income   (loss)   and
  comprehensive income for the three months ended March 31,  2007  and
  2006   is   due  primarily  to  the  accounting  for  the  Company's
  derivative financial instruments.

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







                                  -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,"  "may,"  "will,"  "should,"  and  similar  expressions  are
intended to identify forward-looking statements. Similarly, statements
that  describe  our  objectives, plans or  goals  are  forward-looking
statements.   Forward-looking statements include, without  limitation,
the   Company's  expectations  concerning  operations  and   financial
conditions, including changes in capacity, revenues, and costs, future
financing  plans  and  needs, overall economic conditions,  plans  and
objectives for future operations, and the impact on the Company of its
results  of  operations  in recent years and the  sufficiency  of  its
financial  resources  to  absorb  that impact.  Other  forward-looking
statements include statements which do not relate solely to historical
facts,  such  as,  without limitation, statements  which  discuss  the
possible  future effects of current known trends or uncertainties,  or
which   indicate   that  the  future  effects  of  known   trends   or
uncertainties cannot be predicted, guaranteed or assured.  All forward-
looking statements in this report are based upon information available
to  the Company on the date of this report. The Company undertakes  no
obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise.

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

Overview

The  Company recorded net earnings of $51 million in the first quarter
of 2007 compared to a net loss of $106 million in the same period last
year.   The Company's first quarter 2007 results were impacted  by  an
improvement  in  unit revenues (passenger revenue per  available  seat
mile) and by fuel prices that remain high by historical standards.  In
addition, a significant number of weather related events impacted  the
Company's  first  quarter  results and  the  Company  estimates  these
disruptions  decreased  scheduled mainline departures  for  the  first
quarter of 2007 by approximately 2.9 percent and reduced the Company's
revenue by $60 million during the quarter.



                                -8-



Mainline passenger unit revenues increased 4.5 percent for the  first
quarter  due  to a 0.9 point load factor increase and a  3.3  percent
increase  in  passenger yield (passenger revenue per passenger  mile)
compared to the same period in 2006. Although load factor performance
and  passenger  yield showed significant year-over-year  improvement,
passenger  yield  remains low by historical standards.   The  Company
believes  this  is  the result of excess industry  capacity  and  its
reduced  pricing power resulting from a number of factors,  including
greater  cost  sensitivity  on  the  part  of  travelers  (especially
business  travelers), increased competition from  LCC's  and  pricing
transparency resulting from the use of the internet.

On  March 28, 2007, American announced it will pull forward an  order
with The Boeing Company to take delivery of three 737-800 aircraft in
2009  that  American had previously committed to acquiring  in  2016.
American also announced it intends to continue pulling forward  other
aircraft  from their 2013 to 2016 delivery schedules to the  2009  to
2012  timeframe.  As the Company commits to accelerating the delivery
dates  of aircraft, the related capital expenditure commitments  will
be  accelerated  as  well.   Any  decisions  to  accelerate  aircraft
deliveries  will  depend  on  such factors  as  future  economic  and
industry conditions and the financial condition of the Company.   See
Note  2  to the condensed consolidated financial statements for  more
information.

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

LIQUIDITY AND CAPITAL RESOURCES

Significant Indebtedness and Future Financing

The  Company  remains heavily indebted and has significant obligations
(including substantial pension funding obligations), as described more
fully under Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the 2006 Form 10-K.  As of the
date of this Form 10-Q, the Company believes it should have sufficient
liquidity to fund its operations for the foreseeable future, including
repayment  of debt and capital leases, capital expenditures and  other
contractual obligations. However, to maintain sufficient liquidity  as
the   Company  continues  to  implement  its  restructuring  and  cost
reduction  initiatives, and because the Company has significant  debt,
lease  and  other obligations in the next several years,  as  well  as
substantial  pension funding obligations, the Company may need  access
to  additional  funding. The Company also continues  to  evaluate  the
economic  benefits and other aspects of replacing some  of  the  older
aircraft in its fleet prior to 2013.  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;  and  (vi)
unsecured debt. However, the availability and level of these financing
sources  cannot  be assured, particularly in light  of  the  Company's
recent  financial  results, substantial indebtedness,  reduced  credit
ratings,  high  fuel prices and the financial difficulties  that  have
been experienced in the airline industry. The inability of the Company
to obtain additional funding on acceptable terms would have a material
adverse impact on the ability of the Company to sustain its operations
over the long-term.

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

                                 -9-

Credit Facility Covenants

American has a secured bank credit facility which consists of  a  $285
million  revolving credit facility, with a final maturity on June  17,
2009,  and a fully drawn $444 million term loan facility, with a final
maturity  on  December 17, 2010 (the Revolving Facility and  the  Term
Loan  Facility, respectively, and collectively, the Credit  Facility).
On  March  30, 2007, American paid in full the $285 million  principal
balance  of  the  Revolving Facility and as  of  March  31,  2007,  it
remained  undrawn.  American's obligations under the  Credit  Facility
are guaranteed by AMR.

  The  Credit  Facility contains a covenant (the  Liquidity  Covenant)
requiring  American  to  maintain,  as  defined,  unrestricted   cash,
unencumbered short term investments and amounts available for  drawing
under  committed  revolving credit facilities of not less  than  $1.25
billion  for  each  quarterly period through the life  of  the  Credit
Facility.  In  addition, the Credit Facility contains a covenant  (the
EBITDAR  Covenant)  requiring AMR to maintain a  ratio  of  cash  flow
(defined  as  consolidated net income, before interest  expense  (less
capitalized interest), income taxes, depreciation and amortization and
rentals,  adjusted for certain gains or losses and non-cash items)  to
fixed charges (comprising interest expense (less capitalized interest)
and  rentals).   The  required ratio was 1.30 to  1.00  for  the  four
quarter period ending March 31, 2007, and will increase gradually  for
each  four  quarter  period ending on each fiscal  quarter  thereafter
until it reaches 1.50 to 1.00 for the four quarter period ending  June
30,  2009.  AMR  and  American were in compliance with  the  Liquidity
Covenant  and the EBITDAR covenant as of March 31, 2007 and expect  to
be  able  to continue to comply with these covenants.  However,  given
fuel  prices that are high by historical standards and the  volatility
of fuel prices and revenues, it is difficult to assess whether AMR and
American  will,  in  fact, be able to continue to  comply  with  these
covenants, and there are no assurances that AMR and American  will  be
able to do so.  Failure to comply with these covenants would result in
a  default under the Credit Facility which - - if the Company did  not
take steps to obtain a waiver of, or otherwise mitigate, the default -
-  could  result  in  a  default under a  significant  amount  of  the
Company's  other  debt  and lease obligations  and  otherwise  have  a
material adverse impact on the Company.

Pension Funding Obligation

The  Company expects to contribute approximately $364 million  to  its
defined benefit pension plans in 2007.  The Company's estimates of its
defined  benefit pension plan contributions reflect the provisions  of
the  Pension Funding Equity Act of 2004 and the Pension Protection Act
of 2006.  Of the $364 million the Company expects to contribute to its
defined  benefit  pension plans in 2007, the Company  contributed  $62
million  during the three months ended March 31, 2007 and  contributed
$118 million on April 13, 2007.

Compensation

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

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





                                -10-


Cash Flow Activity

At  March 31, 2007, the Company had $5.3 billion in unrestricted cash
and short-term investments, an increase of $660 million from December
31,  2006,  and $285 million available under the Revolving  Facility.
Net  cash provided by operating activities in the three-month  period
ended  March  31, 2007 was $814 million, an increase of  $82  million
over  the  same  period in 2006 primarily due to an improved  revenue
environment and the impact of certain Company initiatives to  improve
revenue.  The Company contributed $62 million to its defined  benefit
pension  plans in the first quarter of 2007 compared to  $36  million
during the first quarter of 2006.

Capital  expenditures for the first three months of  2007  were  $164
million and primarily included aircraft modifications and the cost of
improvements   at   New  York's  John  F.  Kennedy   airport   (JFK).
Substantially all of the Company's construction costs at JFK will  be
reimbursed  through  a  fund established from  a  previous  financing
transaction.   Substantially all of the Company's construction  costs
at  JFK will be reimbursed through a fund established from a previous
financing transaction.

On  January  26, 2007, AMR completed a public offering of 13  million
shares of its common stock.  AMR realized $497 million from the  sale
of equity and the proceeds were transferred to American.

























                                    -11-


 RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2007 and 2006

Revenues

The  Company's revenues increased approximately $75 million,  or  1.4
percent,  to $5.4 billion in the first quarter of 2007 from the  same
period  last  year.  American's passenger revenues increased  by  1.9
percent,  or  $82  million,  on a 2.5 percent  decrease  in  capacity
(available  seat  mile)  (ASM).   American's  passenger  load  factor
increased  0.9 points to 78.1 percent while passenger yield increased
by  3.3  percent  to 13.28 cents.  This resulted in  an  increase  in
passenger  revenue per available seat mile (RASM) of 4.5  percent  to
10.38 cents. Following is additional information regarding American's
domestic and international RASM and capacity:

                         Three Months Ended March 31, 2007
                        RASM      Y-O-Y     ASMs      Y-O-Y
                       (cents)   Change  (billions)   Change

   DOT Domestic         10.19      1.0%      26.8     (3.1)%
   International        10.71     11.3       14.9     (1.4)
     DOT Latin America  11.54     10.3        7.8      1.3
     DOT Atlantic        9.94      9.7        5.4     (2.1)
     DOT Pacific         9.29     19.3        1.7    (10.5)

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

Regional  Affiliates' passenger revenues, which are based on industry
standard  proration  agreements for flights  connecting  to  American
flights, decreased $11 million, or 1.9 percent, to $558 million as  a
result  of  decreased  load  factors and passenger  yield.   Regional
Affiliates'  traffic  decreased 0.7 percent to  2.3  billion  revenue
passenger miles (RPMs), while capacity increased 0.5 percent  to  3.3
billion ASMs, resulting in a 0.8 point decrease in the passenger load
factor to 69.1 percent.















                                 -12-




Operating Expenses

The  Company's total operating expenses decreased 1.1 percent, or  $56
million, to $5.2 billion in the first quarter of 2007 compared to  the
first quarter of 2006.  American's mainline operating expenses per ASM
in  the  first  quarter of 2007 increased 0.9 percent to  10.91  cents
compared  to  the  first  quarter of 2006.  These  increases  are  due
primarily  to  a  significant number of weather related  cancellations
that  resulted  in  a 2.9 percent decrease in the Company's  scheduled
mainline  departures during the first quarter of 2007.   In  addition,
the  Company's  operating  and  financial  results  are  significantly
affected  by  the  price  of jet fuel. Continuing  high  fuel  prices,
additional  increases in the price of fuel and/or disruptions  in  the
supply  of fuel would further adversely affect the Company's financial
condition and results of operations.

   (in millions)                   Three Months   Change
                                       Ended       from    Percentage
   Operating Expenses             March 31,2007    2006      Change

   Wages, salaries and benefits      $  1,511     $(65)      (4.1)%
   Aircraft fuel                        1,275      (57)      (4.3)
   Regional payments to AMR Eagle         544       12        2.2
   Other rentals and landing fees         301       15        5.2
   Commissions, booking fees and
    credit card expense                   249      (20)      (7.4)
   Depreciation and amortization          242        2        0.8
   Maintenance, materials and repairs     195        8        4.3
   Aircraft rentals                       148        7        5.0
   Food service                           125        2        1.6
   Other operating expenses               629       40        6.8
   Total operating expenses          $  5,219     $(56)      (1.1)%

Other Income (Expense)

Interest income increased $24 million due primarily to an increase  in
short-term  investment  balances.   Interest  expense  decreased   $26
million  as  a  result of a decrease in the Company's  long-term  debt
balance.

Income Tax Benefit

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












                                    -13-

Regional Affiliates

The following table summarizes the combined capacity purchase activity
for  the  American  Connection carriers and AMR Eagle  for  the  three
months ended March 31, 2007 and 2006 (in millions):

                                              Three Months Ended
                                                    March 31,
                                                 2007       2006
  Revenues:
   Regional Affiliates                         $    558   $  569
   Other                                             23       24
                                               $    581   $  593
  Expenses:
   Regional payments                           $    591   $  580
   Other incurred expenses                           77       74
                                               $    668   $  654

In addition, passengers connecting to American's flights from American
Connection  and  AMR  Eagle flights generated passenger  revenues  for
American flights of $413 million and $402 million in the first quarter
of  2007  and  2006, respectively, which are included  in  Revenues  -
Passenger in the consolidated statements of operations.

Outlook

The  Company currently expects second quarter 2007 mainline unit costs
to  increase  approximately 2.1 percent year over year and  full  year
2007  mainline  unit cost to increase approximately 1.6  percent  year
over year.

Capacity for American's mainline jet operations is expected to decline
approximately 3.1 percent in the second quarter compared to the second
quarter  of 2006 and is expected to decline approximately 1.8  percent
for the full year 2007 compared to 2006.

Critical Accounting Policies and Estimates

The  preparation of the Company's financial statements  in  conformity
with  generally accepted accounting principles requires management  to
make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes.  The Company
believes its estimates and assumptions are reasonable; however, actual
results and the timing of the recognition of such amounts could differ
from  those  estimates.   The  Company has  identified  the  following
critical accounting policies and estimates used by management  in  the
preparation of the Company's financial statements: accounting for long-
lived   assets,  passenger  revenue,  frequent  flyer  program,  stock
compensation, pensions and other postretirement benefits,  and  income
taxes.  These policies and estimates are described in the 2006 Form 10-
K.   In  addition,  the following policy was added  during  the  three
months ended March 31, 2007.

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

The   Company   has   recorded  route  acquisition  costs   (including
international routes and slots) of $829 million as of March 31,  2007,
including  a  significant  amount  related  to  operations  at  London
Heathrow.  The Company completed an impairment analysis on the  London
Heathrow  routes  (including  slots)  effective  March  31,  2007  and
concluded  that  no  impairment  exists.   The  Company  believes  its
estimates   and  assumptions  are  reasonable,  however,   given   the
significant uncertainty regarding how the recent open skies  agreement
will  ultimately affect its operations at Heathrow, the actual results
could differ from those estimates.  In addition, the Company continues
to  evaluate  the appropriate method of accounting for its  routes  in
conjunction  with  its  evaluation of the impact  of  the  open  skies
agreement  on  the Company's operations.  See Note 4 to the  condensed
consolidated financial statements for additional information.


                              -14-


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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 March 31, 2007 cost per gallon of  fuel.   Based  on
projected  2007 and 2008 fuel usage through March 31,  2008,  such  an
increase  would  result  in an increase to aircraft  fuel  expense  of
approximately $467 million in the twelve months ended March 31,  2008,
inclusive   of   the  impact  of  effective  fuel  hedge   instruments
outstanding at March 31, 2007, and assumes the Company's fuel  hedging
program  remains  effective under Statement  of  Financial  Accounting
Standard  No. 133, "Accounting for Derivative Instruments and  Hedging
Activities".  Comparatively, based on projected 2007 fuel usage,  such
an  increase  would  have  resulted in an increase  to  aircraft  fuel
expense  of  approximately $478 million in  the  twelve  months  ended
December  31, 2007, inclusive of the impact of fuel hedge  instruments
outstanding  at  December  31, 2006.  The change  in  market  risk  is
primarily due to the increase in fuel prices.

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

As  of  March  31,  2007, the Company had effective hedges,  including
option contracts and collars, covering approximately 26 percent of its
estimated remaining 2007 fuel requirements and an insignificant amount
of its estimated fuel requirements thereafter.  The consumption hedged
for  the  remainder  of  2007  is  capped  at  an  average  price   of
approximately  $64  per barrel of crude oil.  A deterioration  of  the
Company's  financial  position could negatively affect  the  Company's
ability to hedge fuel in the future.


                              -15-

Item 4.  Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-
15(e)  and  15d-15(e) of the Securities Exchange Act of 1934,  or  the
Exchange  Act.  This term refers to the controls and procedures  of  a
company  that are designed to ensure that information required  to  be
disclosed by a company in the reports that it files under the Exchange
Act  is  recorded, processed, summarized and reported within the  time
periods  specified  by  the  Securities and  Exchange  Commission.  An
evaluation   was  performed  under  the  supervision  and   with   the
participation  of  the  Company's  management,  including  the   Chief
Executive  Officer  (CEO) and Chief Financial Officer  (CFO),  of  the
effectiveness  of the Company's disclosure controls and procedures  as
of   March   31,  2007.   Based  on  that  evaluation,  the  Company's
management,  including the CEO and CFO, concluded that  the  Company's
disclosure  controls and procedures were effective  as  of  March  31,
2007. During the quarter ending on March 31, 2007, there was no change
in  the  Company's internal control over financial reporting that  has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.























                                    -16-


PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings

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

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

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


                                -17-

American is defending an appeal of a lawsuit, filed as a class  action
but not certified as such, arising from allegedly improper failure  to
refund certain governmental taxes and fees collected by American  upon
the  sale of nonrefundable tickets when such tickets are not used  for
travel.   In  Harrington  v.  Delta Air Lines,  Inc.,  et  al.  (filed
November 24, 2004 in the United States District Court for the District
of  Massachusetts), the plaintiffs sought unspecified  actual  damages
(trebled),   declaratory  judgment,  injunctive  relief,  costs,   and
attorneys'  fees.   The  suit  asserted  various  causes  of   action,
including  breach  of  contract,  conversion,  and  unjust  enrichment
against American and numerous other airline defendants. The defendants
filed a motion to dismiss, which was granted.  The plaintiffs appealed
to the First Circuit Court of Appeals.  On February 7, 2007, the First
Circuit affirmed the dismissal.  American is vigorously defending  the
suit  and  believes it to be without merit.  However, a final  adverse
court  decision  requiring American to refund collected  taxes  and/or
fees could have a material adverse impact on the Company.

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

















                               -18-


On  February  14,  2006, the Antitrust Division of the  United  States
Department of Justice (the "DOJ") served the Company with a grand jury
subpoena  as  part of an ongoing investigation into possible  criminal
violations  of the antitrust laws by certain domestic and foreign  air
cargo  carriers. At this time, the Company does not believe  it  is  a
target  of the DOJ investigation.  The New Zealand Commerce Commission
notified   the  Company  on  February  17,  2006  that  it   is   also
investigating  whether the Company and certain  other  cargo  carriers
entered   into  agreements  relating  to  fuel  surcharges,   security
surcharges, war risk surcharges, and customs clearance surcharges.  On
February  22,  2006,  the Company received a  letter  from  the  Swiss
Competition  Commission  informing  the  Company  that   it   too   is
investigating  whether the Company and certain  other  cargo  carriers
entered   into  agreements  relating  to  fuel  surcharges,   security
surcharges, war risk surcharges, and customs clearance surcharges.  On
December 19, 2006, the Company received a request for information from
the  European  Commission seeking information regarding the  Company's
revenue and pricing announcements for air cargo shipments to and  from
the  European  Union.  On January 23, 2007, the Brazilian  competition
authorities,  as  part  of  an  ongoing  investigation,  conducted  an
unannounced  search of the Company's cargo facilities  in  Sao  Paulo,
Brazil.   The  authorities are investigating whether the  Company  and
certain  other  foreign and domestic air carriers  violated  Brazilian
competition  laws  by illegally conspiring to set fuel  surcharges  on
cargo  shipments.  The Company intends to cooperate fully  with  these
investigations.  In  the  event  that these  or  other  investigations
uncover violations of the U.S. antitrust laws or the competition  laws
of   some   other  jurisdiction,  such  findings  and  related   legal
proceedings  could  have  a material adverse impact  on  the  Company.
Approximately  44 purported class action lawsuits have been  filed  in
the  U.S.  against  the Company and certain foreign and  domestic  air
carriers  alleging that the defendants violated U.S. antitrust laws by
illegally  conspiring to set prices and surcharges on cargo shipments.
These cases, along with other purported class action lawsuits in which
the  Company  was  not named, were consolidated in the  United  States
District Court for the Eastern District of New York as In re Air Cargo
Shipping  Services Antitrust Litigation, 06-MD-1775 on June 20,  2006.
Plaintiffs  are  seeking trebled money damages and injunctive  relief.
The  Company  has  not been named as a defendant in  the  consolidated
complaint filed by the plaintiffs.  However, the plaintiffs  have  not
released  any claims that they may have against the Company,  and  the
Company may later be added as a defendant in the litigation.   If  the
Company  is sued on these claims, it will vigorously defend the  suit,
but  any adverse judgment could have a material adverse impact on  the
Company.   Also, on January 23, 2007, the Company was  served  with  a
purported  class action complaint filed against the Company, American,
and certain foreign and domestic air carriers in the Supreme Court  of
British  Columbia in Canada (McKay v. Ace Aviation Holdings, et  al.).
The   plaintiff   alleges  that  the  defendants   violated   Canadian
competition laws by illegally conspiring to set prices and  surcharges
on  cargo  shipments.  The complaint seeks compensatory  and  punitive
damages  under  Canadian law.  American will vigorously  defend  these
lawsuits; however, any adverse judgment could have a material  adverse
impact on the Company.

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

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


                                -19-

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

American is defending a lawsuit (Kelley Kivilaan v. American Airlines,
Inc.), filed on September 16, 2004 in the United States District Court
for  the  Middle  District of Tennessee.  The suit was  brought  by  a
flight  attendant who seeks to represent a purported class of  current
and  former flight attendants.  The suit alleges that several  of  the
Company's medical benefits plans discriminate against females  on  the
basis  of  their gender in not providing coverage in all circumstances
for  prescription  contraceptives.  Plaintiff seeks injunctive  relief
and  monetary  damages.  The case has not been certified  as  a  class
action,  but we anticipate that a motion for class certification  will
be  filed  in  the  first quarter of 2007.  American  will  vigorously
defend  this  lawsuit;  however, any adverse  judgment  could  have  a
material adverse impact on the Company.























                                 -20-



Item 5.  Other Information

American  has  announced a pay plan, funded at 1.5  percent  of  base
salaries, for all American employees on U.S. payroll, to be effective
May  1,  2007.   On  April 18, 2007, the Board approved  1.5  percent
increases  in the base salaries for officers (including the executive
officers of AMR and American), to be effective May 1, 2007.

Item 6.  Exhibits

The following exhibits are included herein:

12   Computation of ratio of earnings to fixed charges for the  three
     months ended March 31, 2007 and 2006.

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

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

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






















                                       -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:  April 20, 2007          BY: /s/ Thomas W. Horton
                               Thomas W. Horton
                               Executive  Vice  President  and  Chief
                               Financial Officer (Principal Financial
                               and Accounting Officer)


























                                      -22-