UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C. 20549

                          _____________

                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the

                 Securities Exchange Act of 1934


Date of earliest event
  reported:  May 15, 2006


                           AMR CORPORATION
     (Exact name of registrant as specified in its charter)


            Delaware            1-8400              75-1825172
(State of Incorporation) (Commission File Number) (IRS Employer
                                                Identification No.)


4333 Amon Carter Blvd.      Fort Worth, Texas              76155
 (Address of principal executive offices)              (Zip Code)


                           (817) 963-1234
                (Registrant's telephone number)



   (Former name or former address, if changed since last report.)



Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.  Entry into a Material Definitive Agreement.

On  May  15, 2006, AMR Corporation (the Company) entered into  an
Underwriting Agreement (the Underwriting Agreement) with  Merrill
Lynch,  Pierce,  Fenner  & Smith Incorporated  (the  Underwriter)
relating  to  the  issuance and sale of  15,002,091  shares  (the
5/15/06  Shares) of the Company's common stock, par  value  $1.00
per  share (the Common Stock), at an offering price to the public
of  $26.80 per share.  The Company has granted the Underwriter  a
30-day  option  to  purchase an additional  2,250,314  shares  of
Common  Stock (together with the 5/15/06 Shares, the Shares),  at
the  same  price  per share paid to the Company for  the  5/15/06
Shares,  to  cover over-allotments, if any.  The closing  of  the
offering,  which is subject to customary closing  conditions,  is
expected to occur on May 19, 2006.

The  Shares  will  be  issued pursuant  to  the  Company's  shelf
registration statement (the Registration Statement) on  Form  S-3
(File  Nos.  333-110760 and 333-110760-01),  which  was  declared
effective  by the Securities and Exchange Commission on  December
17, 2003.

The  Underwriting  Agreement is filed  as  Exhibit  1.1  to  this
Current Report on Form 8-K (this report), and the description  of
the material terms of the Underwriting Agreement is qualified  in
its  entirety by reference to such exhibit.  For a more  detailed
description  of  the Underwriting Agreement, see  the  disclosure
under  the  caption  "Underwriting" contained  in  the  Company's
Preliminary  Prospectus Supplement dated  May  15,  2006  to  the
Prospectus dated December 17, 2003, each of which has been  filed
with  the  Securities and Exchange Commission  pursuant  to  Rule
424(b)  under  the  Securities Act, which  disclosure  is  hereby
incorporated  by reference.  The Underwriting Agreement  is  also
filed  with reference to, and is hereby incorporated by reference
into,  the  Registration Statement.  A copy  of  the  opinion  of
Debevoise & Plimpton LLP, relating to the legality of the  Shares
is  filed  as  Exhibit  5.1  to this report  and  is  filed  with
reference  to, and is hereby incorporated by reference into,  the
Registration  Statement.  A copy of the opinion  of  Debevoise  &
Plimpton LLP relating to certain tax matters with respect to  the
Shares  is filed as Exhibit 8.1 to this report and is filed  with
reference  to, and is hereby incorporated by reference into,  the
Registration Statement.


Item 9.01.  Financial Statements and Exhibits.

 (d) Exhibits

     1.1  Underwriting Agreement dated May 15, 2006  between  AMR
          Corporation and Merrill Lynch, Pierce, Fenner  &  Smith
          Incorporated

     5.1  Opinion of Debevoise & Plimpton LLP

     8.1  Opinion of Debevoise & Plimpton LLP

     23.1 Consent  of  Debevoise & Plimpton LLP (contained in Exhibit 5.1)

     23.2 Consent  of  Debevoise & Plimpton LLP (contained in Exhibit 8.1)





                            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 hereunto duly authorized.


                                        AMR CORPORATION



                                        /s/ Charles D. MarLett
                                        Charles D. MarLett
                                        Corporate Secretary



Dated:  May 18, 2006





                          EXHIBIT INDEX


Exhibit        Description


1.1       Underwriting Agreement dated May 15, 2006  between  AMR
          Corporation and Merrill Lynch, Pierce, Fenner  &  Smith
          Incorporated

5.1       Opinion of Debevoise & Plimpton LLP

8.1       Opinion of Debevoise & Plimpton LLP

23.1      Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1)

23.2      Consent  of  Debevoise & Plimpton  LLP (contained in Exhibit 8.1)