United States
                 Securities and Exchange Commission
                       Washington, D.C. 20549
                     ___________________________

                             Form 10-K/A
                          (Amendment No. 1)

  x  Annual Report Pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934
             For the fiscal year ended December 31, 2005

   Transition Report Pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934


                   Commission File Number:  1-2691
                       American Airlines, Inc.
       (Exact name of registrant as specified in its charter)

           Delaware                             13-1502798
 (State or other jurisdiction of              (IRS Employer
incorporation or organization)             Identification Number)

                       4333 Amon Carter Blvd.
                       Fort Worth, Texas 76155
    (Address of principal executive offices, including zip code)

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

     Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class            Name of Exchange on Which Registered
             NONE                                  NONE

     Securities registered pursuant to Section 12(g) of the Act:
                                NONE
                   ______________________________

Indicate  by  check  mark if the registrant is a  well-known  seasoned
issuer, as defined in Rule 405 of the Securities Act.
 x  Yes    No

Indicate  by  check  mark if the registrant is not  required  to  file
reports pursuant to Section 13 or Section 15(d) of the Act.
   Yes   x No

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 if disclosure of delinquent filers pursuant  to
Item  405 of Regulation S-K is not contained herein, and will  not  be
contained,  to  the best of the registrant's knowledge, in  definitive
proxy or information statements incorporated by reference in Part  III
of this Form 10-K or any amendment to this Form 10-K. x

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

American   Airlines,  Inc.  is  a  wholly-owned  subsidiary   of   AMR
Corporation, and there is no market for the registrant's common stock.
As of February 17, 2006, 1,000 shares of the registrant's common stock
were outstanding.

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


                           EXPLANATORY NOTE


In  response  to  comments raised by the Staff of the  Securities  and
Exchange Commission, this Form 10-K/A (Amendment No. 1) is being filed
by  American Airlines, Inc. (the Company) to supplement the  Company's
description of its decision to change the depreciable lives of certain
of  its  aircraft  types in Management's Discussion  and  Analysis  of
Financial Condition and Results of Operations (MD&A) in the Form  10-K
for  the  year ended December 31, 2005 that was originally filed  with
the Securities and Exchange Commission on February 24, 2006.

As  the  amendment only relates to Item 7, MD&A, the previously issued
consolidated financial statements and footnotes thereto are unchanged.
No  attempt  has  been made in this Form 10-K/A to  modify  or  update
disclosures in the original report on Form 10-K (original  Form  10-K)
except as required to address the additional description of the change
in  depreciable  lives.   This Form 10-K/A  does  not  reflect  events
occurring  after  the filing of the original Form 10-K  or  modify  or
update  any  related  disclosures.  Information not  affected  by  the
amendment is unchanged and reflects the disclosure made at the time of
the  filing of the original Form 10-K with the Securities and Exchange
Commission on February 24, 2006.  Accordingly, this Form 10-K/A should
be  read  in conjunction with the original Form 10-K and the Company's
filings made with the Securities and Exchange Commission subsequent to
the  filing  of  the original Form 10-K, including any  amendments  to
those filings.

In  accordance  with Rule 12b-15 promulgated under the Securities  and
Exchange  Act of 1934, as amended, the complete text of Item 7,  MD&A,
is  set  forth herein, including those portions of the text that  have
not  been amended from that set forth in the original Form 10-K.   The
only  changes to the text in Item 7 of the original Form 10-K  are  as
follows:

  -    The  paragraph  under Results of Operations (page  30  of  the
       original Form 10-K) was amended to detail the location of additional
       description  related to the change in depreciable  lives  of  the
       Company's aircraft.

  -    A paragraph was added to Result of Operations (page 30 of the
       original Form 10-K).

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       FINANCIAL CONDITION AND RESULTS OF OPERATIONS
       (Abbreviated pursuant to General Instructions I(2)(a) of  Form 10-K).


Forward-Looking Information

The  discussions  under Business, Risk Factors, Properties  and  Legal
Proceedings   and   the  following  discussions   under   Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results   of
Operations  and Quantitative and Qualitative Disclosures about  Market
Risk 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.  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. The Risk Factors listed in Item  1A,  in
addition  to  other  possible  factors not  listed,  could  cause  the
Company's actual results to differ materially from historical  results
and from those expressed in forward-looking statements.

Overview

The  Company  has incurred very large operating and net losses  during
the past five years, as shown in the following table:

                             Year ended December 31,
(in millions)     2005       2004       2003       2002        2001

Operating loss    $ (351)    $ (421)    $ (1,129)  $ (3,313)   $(2,274)
Net loss            (892)      (821)      (1,318)    (3,495)    (1,562)


These  losses reflect, among other things, a substantial  decrease  in
the  Company's  revenues in 2001 and 2002. This revenue  decrease  was
primarily driven by (i) a steep fall-off in the demand for air travel,
particularly business travel, primarily caused by weakness in the U.S.
economy,  (ii)  reduced pricing power, resulting mainly  from  greater
cost  sensitivity  on  the  part  of  travelers  (especially  business
travelers),  increasing competition from LCCs,  and  the  use  of  the
Internet  and  (iii)  the  aftermath of the Terrorist  Attacks,  which
accelerated and exacerbated the trend of decreased demand and  reduced
industry revenues. Subsequent to 2002, passenger traffic significantly
improved,  reflecting  a  general  economic  improvement.   In   2005,
mainline passenger load factor increased 3.8 points year-over-year  to
78.6  percent.   In addition, mainline passenger revenue  yield  began
rebounding in 2005 and increased 4.0 percent year-over-year.  However,
passenger revenue yield remains depressed by historical standards. The
Company believes this depressed passenger yield is the result  of  its
reduced pricing power resulting from the factors listed in clause (ii)
above,  and  other  factors, which the Company believes  will  persist
indefinitely and possibly permanently.


                                      1



The  Company's  2004  and 2005 financial results were  also  adversely
affected  by  significant increases in the price  of  jet  fuel.   The
average  price per gallon of fuel increased 33.7 cents  from  2003  to
2004  and  51.1  cents  from  2004  to  2005.  These  price  increases
negatively  impacted fuel expense by $1.0 billion and $1.5 billion  in
2004  and  2005, respectively. 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.

In  response to the challenges faced by the Company, during  the  past
five years the Company has implemented several restructuring and other
initiatives:

- Following  the  Terrorist  Attacks,  the  Company  reduced  its
  operating  schedule  by  approximately 20 percent  and  reduced  its
  workforce by approximately 20,000 jobs.

- In 2002, the Company announced a series of initiatives to reduce
  its  annual  costs by $2 billion.  These initiatives  involved:  (i)
  scheduling efficiencies, (ii) fleet simplification, (iii) streamlined
  customer interaction, (iv) distribution modifications, (v) in-flight
  product    changes,    (vi)   operational    changes    and    (vii)
  headquarters/administration efficiencies.   As  a  result  of  these
  initiatives,  the Company reduced an estimated 7,000 jobs  by  March
  2003.

- In   February  2003,  the  Company  asked  its  employees   for
  approximately $1.8 billion in annual savings through a combination of
  changes  in wages, benefits and work rules.  In April 2003, American
  reached agreements with its three unions (the Labor Agreements)  and
  also implemented various changes in the pay plans and benefits for non-
  unionized  personnel, including officers and other  management  (the
  Management Reductions). The Labor Agreements and Management Reductions
  resulted in an estimated $1.8 billion in annual savings and included a
  workforce  reduction  of  approximately 9,300  jobs.   In  addition,
  American  reached  concessionary agreements  with  certain  vendors,
  lessors, lenders and suppliers (collectively, the Vendors,  and  the
  agreements,  the Vendor Agreements), resulting in an estimated  $200
  million in annual cost savings.  Generally, under the terms of these
  Vendor Agreements, American received the benefit of lower rates  and
  charges for certain goods and services, and more favorable rent  and
  financing terms with respect to certain of its aircraft.

- Subsequent  to  the April 2003 Labor Agreements  and  Management
  Reductions, the Company announced the Turnaround Plan.  The Turnaround
  Plan is the Company's strategic framework for returning to sustained
  profitability and emphasizes: (i) lower costs, (ii) an increased focus
  on  what  customers' truly value and are prepared to pay for,  (iii)
  increased  union  and employee involvement in the operation  of  the
  Company and (iv) the need for a more sound balance sheet and financial
  structure.

- Subsequent  to  the  announcement of the  Turnaround  Plan,  the
  Company  has  worked with its unions and employees to  identify  and
  implement additional initiatives designed to increase efficiencies and
  revenues and reduce costs.  These initiatives included: (i) the return
  of under-used gate space and the consolidation of terminal space, (ii)
  the de-peaking of its hub at Miami, the reduction in the size of its
  St. Louis hub and the simplification of its domestic operations, (iii)
  the  acceleration  of  the retirement of certain  aircraft  and  the
  cancellation or deferral of aircraft deliveries, (iv) the improvement
  of  aircraft utilization across its fleet and an increase in seating
  density  on  certain fleet types, (v) the sale of  certain  non-core
  assets,  (vi) the expansion of its international network, where  the
  Company   believes  that  higher  revenue  generating  opportunities
  currently exist, (vii) the implementation of an on-board food purchase
  program and new fees for ticketing and baggage services, (viii) lower
  distribution  costs,  (ix) the implementation of  fuel  conservation
  initiatives,  (x) the increase in third-party maintenance  contracts
  obtained  by  the Company's Maintenance and Engineering group,  (xi)
  upgrading of flight navigation systems to provide more direct routings
  and (xii) numerous other initiatives.

- As part of its effort to build greater employee involvement, the
  Company  has  sought to make its labor unions and its employees  its
  business  partners in working for continuous improvement  under  the
  Turnaround  Plan. Among other things, the senior management  of  the
  Company meets regularly with union officials to discuss the Company's
  financial  results  as  well  as the competitive  landscape.   These
  discussions include (i) the Company's own cost reduction and revenue
  enhancement  initiatives, (ii) a review of initiatives, in-place  or
  contemplated, at other airlines and the impact of those initiatives on
  the  Company's  competitive  position, and  (iii)  benchmarking  the
  Company's revenues and costs against what would be considered "best in
  class" (the Company's Performance Leadership Initiative).


                                      2




These  initiatives  have  significantly improved  the  Company's  cost
structure  and  resulted  in the Company achieving  what  the  Company
believes  to  be the lowest unit costs of the traditional carriers  in
2004.  However, a significant number of the Company's competitors have
recently   reorganized  or  are  reorganizing,  including  under   the
protection  of  Chapter  11 of the Bankruptcy Code,  including  Delta,
United, US Airways and Northwest.  These competitors are significantly
reducing  their cost structures through bankruptcy, resulting  in  the
Company's cost structure once again becoming less competitive.

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, many of which are largely beyond the Company's control.  Some
of  the  risk factors that affect the Company's business and financial
results  are discussed in the Risk Factors listed in Item 1A.  As  the
Company seeks to improve its financial condition, it must continue  to
take  steps  to generate additional revenues and significantly  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.  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 continue to  improve  and  fuel  prices
remain at historically high levels for an extended period.


                                      3




Cash, Short-Term Investments and Restricted Assets

At  December  31,  2005, the Company had $3.8 billion in  unrestricted
cash  and  short-term investments and $510 million in restricted  cash
and short-term investments.

Significant Indebtedness and Future Financing

Substantial  indebtedness is a significant  risk  to  the  Company  as
discussed  in the Risk Factors listed in Item 1A.  During  2003,  2004
and  2005, in addition to refinancing its Credit Facility and  certain
debt  with  an  institutional investor (see Note 6 to the consolidated
financial   statements),   the  Company   raised   an   aggregate   of
approximately  $2.2  billion of financing to fund capital  commitments
(mainly  for aircraft and ground properties) and operating losses  and
to  bolster  its  liquidity. As of the date of  this  Form  10-K,  the
Company believes that 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 (refer to Commitments in this Item 7), 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 and (vi) unsecured debt. However,  the
availability and level of these financing sources cannot  be  assured,
particularly   in  light  of  American's  recent  financial   results,
substantial  indebtedness, reduced credit ratings, high  fuel  prices,
historically  weak  revenues  and  the  financial  difficulties  being
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.

Credit Ratings

American's  credit  ratings are significantly below investment  grade.
Additional reductions in its credit ratings could further increase its
borrowing  or  other  costs and further restrict the  availability  of
future financing.

Credit Facility Covenants

American  has  a  credit facility consisting of  a  fully  drawn  $540
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  Revolving
Facility  and  the Term Loan Facility, respectively, and collectively,
the Credit Facility). American's obligations under the Credit Facility
are guaranteed by AMR.


                                      4


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 remaining life  of  the
credit  facility.  American  was  in  compliance  with  the  Liquidity
Covenant as of December 31, 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).  AMR was in compliance  with  the
EBITDAR  covenant as of December 31, 2005 and expects to  be  able  to
continue to comply with this covenant for the period ending March  31,
2006.   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
and  otherwise  adversely  affect the Company.   See  Note  6  to  the
consolidated  financial  statements for the required  ratios  at  each
measurement date through the life of the Credit Facility.

Cash Flow Activity

The  Company  recorded the following debt (1) during  the  year  ended
December 31, 2005 (in millions):

  JFK Facilities Sublease Revenue Bonds, net (2)      $491
  Sale and leaseback of spare engines                  133
  Re-marketing of  DFW-FIC Revenue Refunding
     Bonds, Series 2000A, maturing in 2029             198

                                                      $822

 (1) The  table  does not include a transaction in which  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.
 (2) Amount shown is net of $207 million the Company will receive to
     fund future capital spending at JFK, $77 million held by a trustee for
     future debt service on the bonds and a discount of $25 million.

See  Notes  5  and  6  to  the consolidated financial  statements  for
additional information regarding the debt issuances listed above.

The  Company's cash flow from operating activities improved  in  2005.
Net  cash  provided  by  operating activities during  the  year  ended
December  31, 2005 was $732 million, an increase of $312 million  over
2004, due primarily to an improved revenue environment.

Capital  expenditures  during 2005 were  $381  million  and  primarily
included  the  cost  of  improvements  at  JFK.   A  portion  of   the
improvements at JFK were reimbursed to the Company through a financing
transaction  discussed further above and in Note 6 to the consolidated
financial statements.

During  2004,  the  Company  sold its remaining  interest  in  Orbitz,
resulting  in  total  proceeds of $185 million  and  a  gain  of  $146
million.


                                      5



Working Capital

American historically operates with a working capital deficit,  as  do
most   other   airline  companies.   In  addition,  the  Company   has
historically  relied  heavily on external financing  to  fund  capital
expenditures.  More recently, the Company has also relied on  external
financing to fund operating losses.

Off Balance Sheet Arrangements

American  has determined that it holds a significant variable interest
in, but is not the primary beneficiary of, certain trusts that are the
lessors  under  84  of  its aircraft operating  leases.  These  leases
contain  a  fixed  price  purchase option, which  allows  American  to
purchase  the  aircraft at a predetermined price on a specified  date.
However,  American  does  not guarantee  the  residual  value  of  the
aircraft.   As  of  December 31, 2005, future lease payments  required
under these leases totaled $2.6 billion.

Certain  special  facility revenue bonds have been issued  by  certain
municipalities  primarily to purchase equipment  and  improve  airport
facilities that are leased by American and accounted for as  operating
leases.  Approximately $1.9 billion of these bonds (with total  future
payments  of approximately $4.8 billion as of December 31,  2005)  are
guaranteed  by American, AMR, or both. Approximately $523  million  of
these   special  facility  revenue  bonds  contain  mandatory   tender
provisions  that  require  American to make operating  lease  payments
sufficient  to repurchase the bonds at various times: $28  million  in
2006, $100 million in 2007, $218 million in 2008, $112 million in 2014
and  $65  million in 2015. Although American has the right to remarket
the  bonds,  there  can  be  no assurance that  these  bonds  will  be
successfully  remarketed.  Any payments to redeem  or  purchase  bonds
that  are not remarketed would generally reduce existing rent leveling
accruals  or  be considered prepaid facility rentals and would  reduce
future  operating  lease commitments. Approximately  $198  million  of
special  facility revenue bonds with mandatory tender provisions  were
successfully  remarketed in 2005.  They were acquired by  American  in
2003  under  a  mandatory  tender provision.   Thus,  the  receipt  by
American of the proceeds from the remarketing in July 2005 resulted in
an  increase  to  Other  liabilities and deferred  credits  where  the
tendered bonds had been classified pending their use to offset certain
future operating lease obligations.

In  addition,  the Company has other operating leases,  primarily  for
aircraft  and airport facilities, with total future lease payments  of
$4.7  billion as of December 31, 2005.  Entering into aircraft  leases
allows the Company to obtain aircraft without immediate cash outflows.

Commitments

Pension Obligations   The Company is required to make contributions to
its   defined   benefit  pension  plans  under  the  minimum   funding
requirements  of the Employee Retirement Income Security Act  (ERISA).
The  Company's  estimated 2006 contributions to  its  defined  benefit
pension  plans are approximately $250 million. This estimate  reflects
the  provisions of the Pension Funding Equity Act of 2004. (The effect
of  the  Pension  Funding Equity Act was to defer  to  later  years  a
portion  of  the  minimum required contributions that would  otherwise
have been due for the 2004 and 2005 plan years.)

Under  Generally Accepted Accounting Principles, the Company's defined
benefit  plans are underfunded as of December 31, 2005 by $3.2 billion
based  on  the Projected Benefit Obligation (PBO) and by $2.3  billion
based on the Accumulated Benefit Obligation (ABO) (refer to Note 10 to
the  consolidated financial statements).  The Company's funded  status
at  December  31,  2005 under the relevant ERISA funding  standard  is
similar  to  its  funded status using the ABO  methodology.    Due  to
uncertainties regarding significant assumptions involved in estimating
future  required contributions to its defined benefit  pension  plans,
such  as interest rate levels, the amount and timing of asset returns,
and,  in  particular,  the  impact of proposed  legislation  currently
pending  the reconciliation process of the U.S. Congress, the  Company
is  not  able to reasonably estimate its future required contributions
beyond  2006.   However,  absent  significant  legislative  relief  or
significant  favorable  changes in market  conditions,  or  both,  the
Company  could  be  required  to  fund  in  2007  a  majority  of  the
underfunded  balance under the relevant ERISA funding standard.   Even
with  significant  legislative  relief  (including  proposed  airline-
specific  relief),  the Company's 2007 required minimum  contributions
are expected to be higher than the Company's 2006 contributions.


                                      6



Other  Commitments    As  of  December  31,  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 backstop financing available  for  the
aircraft scheduled to be delivered in 2006.

The  Company  has  contracts  related  to  facility  construction   or
improvement  projects, primarily at airport locations. The contractual
obligations  related  to  these projects  totaled  approximately  $236
million as of December 31, 2005.  The Company expects to make payments
of  $176 million and $60 million in 2006 and 2007, respectively.   See
Footnote  6  for information related to financing of JFK  construction
costs  which are included in these amounts.  In addition, the  Company
has  an  information technology support related contract that requires
minimum annual payments of $152 million through 2013.

The  Company  has  capacity  purchase agreements  with  two  regional
airlines,  Chautauqua Airlines, Inc. (Chautauqua)  and  Trans  States
Airlines,  Inc. (collectively the American Connection  carriers)  to
provide  Embraer EMB-140/145 regional jet services to certain markets
under the brand "American Connection".  Under these arrangements, the
Company pays the American Connection carriers a fee per block hour to
operate the aircraft.  The block hour fees are designed to cover  the
American  Connection carriers' fully allocated costs plus  a  margin.
Assumptions for certain costs such as fuel, landing fees,  insurance,
and  aircraft  ownership  are trued up to actual  values  on  a  pass
through  basis.   In  consideration for these payments,  the  Company
retains all passenger and other revenues resulting from the operation
of the American Connection regional jets.  Minimum payments under the
contracts  are $90 million in 2006, $64 million in 2007, $65  million
in  2008  and  $18  million  in 2009.  In addition,  if  the  Company
terminates the Chautauqua contract without cause, Chautauqua has  the
right to put its 15 Embraer aircraft to the Company.  If this were to
happen, the Company would take possession of the aircraft and  become
liable  for lease obligations totaling approximately $21 million  per
year with lease expirations in 2018 and 2019.

Effective January 2003, American Airlines and AMR Eagle implemented  a
capacity  purchase agreement. Under this agreement, American pays  AMR
Eagle a fee per block hour and departure to operate regional aircraft.
The  block  hour and departure fees are designed to cover AMR  Eagle's
costs  (before  taxes)  plus a margin. Certain  costs  such  as  fuel,
landing fees, and aircraft ownership are trued up to actual values  on
a  pass  through basis. In consideration for these payments,  American
retains  all passenger and other revenue resulting from the AMR  Eagle
airline  operation. In addition, American incurs certain  expenses  in
connection with the operation of its affiliate relationship  with  AMR
Eagle.   These  amounts primarily relate to marketing,  passenger  and
ground  handling costs. The current agreement will expire on  December
31, 2006.

The following table summarizes the combined capacity purchase activity
for  the American Connection carriers and AMR Eagle for 2005 and  2004
(in millions):
                                            Year Ended December 31,
                                               2005       2004
   Revenues:
   Regional Affiliates                         $ 2,148    $ 1,876
   Other                                            88         78
                                               $ 2,236    $ 1,954

  Expenses:
  Regional payments                            $ 2,238    $ 1,869
   Other incurred expenses                         277        235
                                               $ 2,515    $ 2,104


In addition, passengers connecting to American's flights from American
Connection  and  AMR  Eagle flights generated passenger  revenues  for
American  flights of $1.5 billion and $1.4 billion in 2005  and  2004,
respectively,  which  are  included in Revenues  -  Passenger  in  the
consolidated statements of operations.

See  Note  13 to the consolidated financial statements for  additional
information  regarding  the  capacity purchase  arrangement  with  AMR
Eagle.


                                      7




Results of Operations

American incurred an $892 million net loss in 2005 compared to  a  net
loss  of  $821  million  in  2004.  The Company's  2005  results  were
impacted  by the continuing increase in fuel prices and certain  other
costs,  offset by an improvement in revenues, a $108 million  decrease
in  depreciation expense related to a change in the depreciable  lives
of certain aircraft types described in the paragraph below and Note  1
to   the   consolidated   financial   statements,   and   productivity
improvements  and other cost reductions resulting from progress  under
the Turnaround Plan.  The Company's 2005 results were also impacted by
a  $155 million aircraft charge, a $73 million facility charge, an $80
million  charge for the termination of a contract, a $37 million  gain
related  to  the resolution of a debt restructuring and a $22  million
credit for the reversal of an insurance reserve.  All of these amounts
are included in Other operating expenses in the consolidated statement
of  operations, except for a portion of the facility charge  which  is
included in Other rentals and landing fees.  Also included in the 2005
results  was  a  $69  million fuel tax credit.  Of  this  amount,  $55
million  is  included  in Aircraft fuel expense  and  $14  million  is
included   in  Interest  income  in  the  consolidated  statement   of
operations.  The Company's 2004 results include a $146 million gain on
the  sale  of  the Company's remaining investment in  Orbitz  that  is
included  in  Miscellaneous,  net in  the  consolidated  statement  of
operations  and net restructuring charges of $10 million  included  in
Other  operating expenses in the consolidated statement of operations.
In  addition, the Company did not record a tax benefit associated with
its 2005 or 2004 losses.

Although  the  Company  is currently receiving a depreciation  expense
benefit  from  the change in estimate of depreciable  lives  discussed
above,  the  Company's operating expenses excluding depreciation  will
likely be higher than operating new aircraft during the extended  life
of  the MD-80 aircraft.  For example, based on current estimates,  the
Company's   MD-80  aircraft  consume  more  fuel  and   incur   higher
maintenance  expense  than  a  new  aircraft  that  requires   minimal
maintenance  during  the  first  several  years  of  operation.    For
additional  information on the change in depreciable  lives,  see  the
Critical Accounting Policies in AMR's 2005 Form 10-K/A filed with  the
Securities and Exchange Commission on July 17, 2006.

Revenues
2005 Compared to 2004   The Company's revenues increased approximately
$2.0  billion, or 11.0 percent, to $20.7 billion in 2005  compared  to
2004. American's passenger revenues increased by 10.6 percent, or $1.6
billion,  on  a capacity (available seat mile) (ASM) increase  of  1.2
percent.   American's passenger load factor increased  3.8  points  to
78.6  percent and passenger revenue yield per passenger mile increased
4.0 percent to 12.01 cents.  This resulted in an increase in passenger
revenue  per available seat mile (RASM) of 9.3 percent to 9.43  cents.
In  2005,  American derived approximately 65 percent of its  passenger
revenues  from domestic operations and approximately 35  percent  from
international   operations.   Following  is   additional   information
regarding American's domestic and international RASM and capacity:

                           Year Ended December 31, 2005
                          RASM       Y-O-Y     ASMs        Y-O-Y
                         (cents)    Change   (billions)    Change


     DOT Domestic          9.37      10.6%       115        (2.3) %
     International         9.56       6.6         61          8.6
      DOT Latin America    9.48       7.9         30          6.0
      DOT Atlantic        10.08       9.0         24          6.7
      DOT Pacific          8.12     (7.7)          7         30.1

The  Company's Regional Affiliates include carriers with which it  has
capacity  purchase agreements:  AMR Eagle and the American Connection
carriers.

Regional  Affiliates' passenger revenues, which are based on  industry
standard  proration  agreements  for flights  connecting  to  American
flights, increased $272 million, or 14.5 percent, to $2.1 billion as a
result  of  increased capacity and load factors.  See Note 13  to  the
consolidated financial statements for more information.

Cargo revenues decreased 0.5 percent, or $3 million, primarily due  to
a  0.5 percent decrease in cargo revenue yield per ton mile.  However,
the  cargo division saw a $49 million increase in fuel surcharges  and
other  service  fees.  These amounts are included  in  Other  revenues
which are discussed below.


                                      8




Other  revenues  increased  17.2 percent, or  $187  million,  to  $1.3
billion  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.

Operating Expenses
2005  Compared  to  2004    The  Company's  total  operating  expenses
increased  10.4  percent, or $2.0 billion, to $21.0  billion  in  2005
compared to 2004.  American's mainline operating expenses per  ASM  in
2005  increased  7.9  percent compared to 2004 to  10.50  cents.  This
increase  in  operating expenses per ASM is due primarily  to  a  42.1
percent  increase in American's price per gallon of fuel (net  of  the
impact  of  a  fuel tax credit and fuel hedging) in 2005  relative  to
2004.

   (in millions)                 Year ended
   Operating Expenses            December 31,     Change      Percentage
                                    2005          from 2004     Change

   Wages, salaries and benefits    $ 6,173         $ (51)       (0.8) %
   Aircraft fuel                     5,080          1,427        39.1    (a)
   Regional payments to AMR Eagle    2,048            348        20.5    (b)
   Other rentals and landing fees    1,145             79         7.4
   Commissions, booking  fees
     and credit card expense         1,113              6         0.5
   Depreciation and amortization       977          (147)      (13.1)    (c)
   Maintenance, materials
     and repairs                       802           (19)       (2.3)
   Aircraft rentals                    571           (17)       (2.9)
   Food service                        500           (52)       (9.4)
   Other operating expenses          2,599            405        18.5    (d)
   Total operating expenses        $21,008         $1,979        10.4 %

  (a) Aircraft fuel expense increased primarily due to a 42.1 percent
      increase in the Company'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 2.2 percent decrease in
      the Company's fuel consumption.
  (b) Regional payments to AMR Eagle increased primarily as a result of
      increased capacity and fuel costs.
  (c) Effective January 1, 2005, in order to more accurately reflect
      the expected useful lives 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 $108 million during the year.
  (d) Other operating expenses increased due to a $155 million charge
      for the retirement of 27 MD-80 aircraft, facilities charges of $56
      million as part of the Company's restructuring initiatives and an $80
      million  charge for the termination of an airport construction
      contract.  These charges were somewhat offset by a $37 million gain
      related to the resolution of a debt restructuring and a $22 million
      credit for the reversal of an insurance reserve.  The account was also
      impacted by an increase in communications charges of $50 million year-
      over-year due to increased international flying and higher rates.

Other Income (Expense)
Other  income  (expense)  consists of  interest  income  and  expense,
interest capitalized and miscellaneous - net.

2005  Compared  to  2004    Increases in  both  short-term  investment
balances  and interest rates caused an increase in Interest income  of
$82  million,  or  128.1  percent, to $146 million.  Interest  expense
increased $62 million, or 9.5 percent to $712 million primarily  as  a
result  of  increases in interest rates.  Miscellaneous-net  for  2004
includes  a  $146 million gain on the sale of the Company's  remaining
interest in Orbitz.

Income Tax Benefit

2005  and  2004    The  Company  did not  record  a  net  tax  benefit
associated with its 2005 and 2004 losses due to the Company  providing
a  valuation  allowance, as discussed in Note 8  to  the  consolidated
financial statements.


                                      9



Outlook

The Company currently expects first quarter mainline unit costs to  be
approximately  10.7  cents.   Capacity  for  American's  mainline  jet
operations is expected to be essentially flat in the first quarter  of
2006  compared  to  the  first quarter of 2005.   American's  mainline
capacity  for  the  full  year 2006 is expected  to  decrease  by  1.3
percent,  with a decrease in domestic capacity of 4.1 percent  and  an
increase in international capacity of 4.0 percent.

Other Information

Environmental  Matters    American  has  been  notified  of  potential
liability  with  regard  to several environmental  cleanup  sites  and
certain  airport  locations.  At sites where remedial  litigation  has
commenced,  potential  liability is  joint  and  several.   American's
alleged  volumetric contributions at these sites are minimal  compared
to  others.   American does not expect these matters, individually  or
collectively, to have a material impact on its results of  operations,
financial  position or liquidity.  Additional information is  included
in Item 1 and Note 4 to the consolidated financial statements.


                                      10





Exhibit Listing


 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).


                                      11



                              SIGNATURE

Pursuant  to the requirements of Section 13 or 15(d) 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.


By: /s/  Gerard J. Arpey
    Gerard J. Arpey
    Chairman, President and Chief Executive Officer
    (Principal Executive Officer)


Date: July 17, 2006


                                      12