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                                                                   EXHIBIT 10.65


                             AMERICAN AIRLINES, INC.

              2000 INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY
                                   EMPLOYEES

Purpose

The purpose of the 2000 American Airlines Incentive Compensation Plan ("Plan")
for officers and key employees is to provide greater incentive to officers and
key employees of American Airlines, Inc. ("American"), to achieve the highest
level of individual performance, and to meet or exceed specified goals which
will contribute to the success of American.

Definitions

Capitalized terms not otherwise defined in the Plan will have the meanings set
forth in the 1998 Long Term Incentive Plan, as amended (the "LTIP").

"AMR" is defined as AMR Corporation.

"AMR Minority Interest" is defined as outside stockholder's equity in earnings
(loss) of AMR subsidiaries other than American Airlines, Inc.

"Adjusted Investment" is defined as the sum of American's notes payable, current
maturities of long-term debt and capital leases, long-term debt, capital leases,
Present Value of Operating Leases, and stockholders' equity, and any
extraordinary or unusual items which may be added or deducted by the Committee.

"Affiliate" is defined as a subsidiary of AMR or any entity that is designated
by the Committee as a participating employer under the Plan, provided that AMR
directly or indirectly owns at least 20% of the combined voting power of all
classes of stock of such entity.

"American" is defined as AMR Corporation less AMR subsidiaries other than
American Airlines, Inc. and subsidiaries of American Airlines, Inc.

"Average Adjusted Investment" is defined as the sum of Adjusted Investment as of
12/31/99, 3/31/00, 6/30/00, and 9/30/00, divided by four.

"Calculated Amortization of Operating Leases" is defined as the amortization
expense associated with the Capitalized Value of Operating Leases as if such
leases


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were accounted for as capital leases, and is determined by the straight line
method over the lease term.

"Capitalized Value of Operating Leases" is defined as the initial present value
of the lease payments required under American's aircraft operating leases over
the initial stated lease term, calculated using a discount rate of Prime plus
one percent.

"Committee" is defined as the Compensation/Nominating Committee of the AMR Board
of Directors.

"Competitors" is defined as Continental Airlines (CO), Delta Airlines (DL),
Northwest Airlines (NW), United Airlines (UA) and US Airways (US).

"DOT Rank" is defined as American's relative rank with respect to its
Competitors in the category of arrivals+14 (A+14) as determined by the U.S.
Department of Transportation (DOT). This ranking is based on DOT's aggregated
A+14 data for the second, third, and fourth quarters of the Plan year.

"Fund" is defined as the incentive compensation fund, if any, accumulated in
accordance with this plan.

"Maximum ROI" is defined as 14.23%.

"Named Executive Officers" is defined as the officers of American who are named
in the AMR proxy statement for the year in which awards under the Plan are paid.

"Plan Earnings" is defined as the sum of American's pre-tax income, interest
expense, aircraft rental expense, AMR Minority Interest Expense, and any
accruals for American's Pilot Variable Compensation Plan, TWU Profit Sharing
Plan, Employee Profit Sharing Plan, and Incentive Compensation Plan, less
Calculated Amortization of Operating Leases and any accounting adjustments or
extraordinary or unusual items which may be added or deducted by the Committee.

"Present Value of Operating Leases" is defined as the present value of the lease
payments required under American's aircraft operating leases over the remaining
lease term, calculated using the discount rate used in the determination of the
Capitalized Value of Operating Leases. Amounts for 3/31/00, 6/30/00, and 9/30/00
are computed by determining the difference between the Present Value of
Operating Leases as of 12/31/00 and 12/31/99 and allocating the difference
evenly over the four quarters of 2000.

"Prime" is defined as the base rate on corporate loans posted by at least 75% of
the 30 largest U.S. banks which is published daily in The Wall Street Journal.

"Qualified Earnings" is defined as base pay, overtime, holiday pay, skill
premiums, longevity pay, sick pay, vacation pay, shift differential, market rate
differential,


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overrides and license premiums and does not include such things as travel and
incidental expenses, moving expenses, relocation allowance (COLA), payouts from
any retirement plan, disability payments, Workers Compensation payments, imputed
income from D-3 service charges or life insurance, nor does it include any
special monetary awards or allowances such as IdeAAs in Action payments, lump
sum payments, or incentive compensation or profit sharing payments.

"Return on Investment" or "ROI" is defined as Plan Earnings divided by Average
Adjusted Investment, stated as a percentage.

"Survey America Rank" is defined as American's relative rank with respect to its
Competitors in the category of "Overall Rating of Travel Experience" in the
coach cabin as reported in Plog Inc.'s Survey America. The Survey America
ranking is based on aggregated data for American and its Competitors from the
second, third, and fourth quarters of the Plan year.

"Target Award" is defined as the award (stated as a percentage of Qualified
Earnings) for an eligible participant when Target ROI is achieved; subject,
however, to adjustment by the Committee or senior management, as the case may
be, based upon the participant's individual performance.

"Target ROI" is defined as 11.0%.

"Threshold ROI" is defined as 6.4%.

Eligibility for Participation

In order to be eligible to participate in the Plan, an individual must be an
officer or key employee (as designated by American's Chairman and CEO) of
American. Additionally, the individual must have been employed by American or an
Affiliate as an officer or key employee for at least three consecutive months
during the Plan year. The three months service requirement may be waived in
cases of mandatory retirement prior to completing three months of service.

During a Plan year, individuals with less than twelve months eligibility in the
Plan may be eligible to participate in the Plan on a pro rata basis, at the
discretion of the Committee. In addition, the Committee, at its discretion, may
permit participation by officers and key employees of Affiliates who have been
so employed by the Affiliate for at least three consecutive months during the
Plan year.

Notwithstanding the forgoing, however, an officer or key employee will not be
eligible to participate in the Plan if such officer or key employee is, at the
same time, eligible to participate in a commission, incentive, profit sharing or
other bonus compensation program sponsored by American or an Affiliate, unless
the Committee otherwise decides.


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In order to receive an award under the Plan, an individual must satisfy the
aforementioned eligibility requirements and must be an employee of American or
an Affiliate at the time an award under the Plan is paid. If at the time awards
are paid under the Plan, an individual has retired from American or an
Affiliate, is on leave of absence with reinstatement rights, is disabled, or has
died, the award which the individual otherwise would have received under the
Plan but for such retirement, leave, disability, or death may be paid to the
individual, or his/her estate in the event of death, at the discretion of the
Committee.

The Incentive Compensation Fund

Performance will be measured by ROI and the Fund will accumulate based on that
performance. The Fund is established at 50% of the Target Award when ROI is
equal to 6.4%.

Beyond the Threshold ROI, the Fund will accumulate on a linear basis such that
at the Target ROI of 11.0%, the Fund size equals 100% of Target Awards.
Following the attainment of Target ROI, the Fund will accumulate on a linear
basis such that maximum awards are funded at Maximum ROI and beyond.

The Fund will not exceed an amount equal to 175% of the Target Award at ROI
levels above 14.23% based purely on the financial measure. The Fund may exceed
175% of the Target Award on the basis of customer service rankings, as discussed
below. The Fund will not exceed an amount equal to 200% of the Target Award at
any ROI levels regardless of customer service rankings.

At each level of ROI greater than or equal to the Threshold ROI, the Fund will
either increase by an additional 10 or 25 percent of target or decrease by 10
percent of target, according to whether the following customer service measures
are met. For 2Q00, 3Q00 and 4Q00:

         If American's DOT Rank is 1 or 2; and if American's Survey America Rank
         is 1 or 2, the Fund will be increased by 25 percent of target. If
         American ranks 1 or 2 on one measure; and ranks 3 or 4 on the other
         measure, the Fund will be increased by 10% of target. If American ranks
         5 or 6 on one measure but not the other; or if American ranks 3 or 4 on
         both measures, the Fund will not change. If American's DOT Rank is 5 or
         6; and American's Survey America Rank is 5 or 6, the Fund will be
         decreased by 10 percent of target.


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Percentage Target Award in Addition to the Fund


<TABLE>
           <S>                 <C>               <C>
              ---------------- ----------------- ----------------
           1        0%               10%               25%
           2     Of target        Of target         Of target
              ---------------- ----------------- ----------------
DOT A+14   3        0%                0%               10%
Ranking    4     Of target        Of target         Of target
              ---------------- ----------------- ----------------
           5       (10%)              0%               0%
           6     Of target        Of target         Of target
              ---------------- ----------------- ----------------
                6        5        4        3        2       1
</TABLE>

                            Survey America Ranking
                          (Overall coach experience)


Allocation of Individual Awards

The Chairman and CEO of American, in consultation with the executive and senior
vice presidents of American will determine awards for non-officer eligible
employees based upon the eligible employee's performance. An award under the
Plan to a non-officer eligible employee, when combined with any other award for
the Plan year whether such other award is under an incentive compensation,
commission, profit sharing or other bonus compensation plan, may not exceed 100%
of such eligible employee's base salary.

The Committee, in consultation with the Chairman and CEO of American, will
determine awards for officers of American, including the Named Executive
Officers. The awards for officers will be equal to the appropriate Target Award,
plus any enhancement for operating performance, adjusted for individual
performance. The award for a Named Executive Officer will be equal to the
appropriate Target Award, plus any enhancement for operating performance. In no
event, will an award to an officer, including a Named Executive Officer, exceed
the amount set forth in Section(11b) of the 1998 LTIP.

The aggregate of all awards paid hereunder will not exceed the lesser of: (2.0
times the Fund at Target ROI) or (50% of the total base salaries of all eligible
participants in the Plan). If an award is made under the Plan that is greater
that the amount determined in accordance with the appropriate Target Award plus
an enhancement for operating performance, such differential will be from the
general fund of American. In the discretion of the Committee, the Fund may not
be fully distributed.


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Administration

The Committee shall have authority to administer and interpret the Plan,
establish administrative rules, approve eligible participants, and take any
other action necessary for the proper operation of the Plan. In calculating ROI
the Committee may include or exclude special or non-recurring items.
Notwithstanding anything to the contrary contained herein, no awards will be
made under the Plan unless awards are also made under the 2000 American Airlines
Employee Profit Sharing Plan, the 2000 Pilot Variable Compensation Plan for
members of the Allied Pilots Association, and the 2000 TWU Profit Sharing Plan
for members of the Transport Workers Union. The amount if any, of the Fund shall
be computed by the General Auditor of American based on a certification of ROI
by AMR's independent auditors. A summary of awards under the Plan shall be
provided to the Committee at the first regular meeting following determination
of the awards.

Method of Payment

The Committee will determine the method of payment of awards. Except as provided
herein, awards shall be paid as soon as practicable after audited financial
statements for the year 2000 are available. Individuals, except retirees, may
elect to defer their awards into a 401(k) plan established by American or AMR or
into a deferred compensation program, if any, administered by American or AMR.

General

Neither this Plan nor any action taken hereunder shall be construed as giving
any employee or participant the right to be retained in the employ of American
or an Affiliate.

Nothing in the Plan shall be deemed to give any employee any right,
contractually or otherwise, to participate in the Plan or in any benefits
hereunder, other than the right to receive payment of such incentive
compensation as may have been expressly awarded by the Committee.

In the event of any act of God, war, natural disaster, aircraft grounding,
revocation of operating certificate, terrorism, strike, lockout, labor dispute,
work stoppage, fire, epidemic or quarantine restriction, act of government,
critical materials shortage, or any other act beyond the control of American,
whether similar or dissimilar, (each a "Force Majeure Event"), which Force
Majeure Event affects American or its subsidiaries or its Affiliates, the
Committee in its sole discretion, may (i) terminate or (ii) suspend, delay,
defer (for such period of time as the Board may deem necessary), or substitute
any payments due currently or in the future under the Plan,


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including, but not limited to, any payments that have accrued to the benefit of
participants but have not yet been paid.

In consideration of the employee's privilege to participate in the Plan, the
employee agrees (i) not to disclose any trade secrets of, or other
confidential/restricted information of, American, or its Affiliate, to any
unauthorized party and, (ii) not to make any unauthorized use of such trade
secrets or confidential or restricted information during his or her employment
with American, or its Affiliate, or after such employment is terminated, and
(iii) not to solicit any current employees of American, or its Affiliate, to
join the employee at his or her new place of employment after his or her
employment with American, or its Affiliate, is terminated.

The Board of Directors may amend, suspend, or terminate the Plan at any time.



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