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 23, 2001

                     American Airlines, Inc.
     (Exact name of registrant as specified in its charter)

     Delaware                       1-2691               13-1502798
(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)


Item 5.   Other Events

American Airlines, Inc. ("American", a wholly owned subsidiary of
AMR  Corporation)  is filing herewith a press release  issued  by
American  on  May  23,  2001 as Exhibit 99.1  which  is  included
herein.   This press release was issued to announce that American
would  accept  binding  arbitration  proffered  by  the  National
Mediation  Board  to  settle  contract  negotiations   with   the
Association of Professional Flight Attendants.

Item 7.  Financial Statements and Exhibits

The following exhibits are included herein:

99.1 Press Release



     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.

                                        American Airlines, Inc.

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

Dated:  May 24, 2001

                          EXHIBIT INDEX

Exhibit        Description

99.1      Press Release

                                                Exhibit 99.1

                              Contact:  Corporate Communications
                                        Fort Worth, Texas

FOR RELEASE: Wednesday, May 23, 2001

    Airline Says Contract Can be Resolved Without Disruption

     KANSAS CITY, Mo. - American Airlines said it was disappointed
that talks with the Association of Professional Flight Attendants
(APFA) concluded today without reaching an agreement-especially
because the airline today gave the APFA a settlement offer that
represented the best overall flight attendant contract package in
the industry.  The APFA responded to American's offer with a
counterproposal, which was immediately followed by a proffer of
binding arbitration from the National Mediation Board (NMB) to
settle all remaining contract issues.  American said it will
accept that proffer.
     "We are confident that this contract will be resolved for our
flight attendants without any service disruption," said Sue
Oliver, senior vice president of human resources and the chief
negotiator for the airline.  "We hope that the APFA will also
accept the proffer of arbitration, but in absence of that we will
continue to work toward a negotiated settlement."  The airline
also cited the Bush Administration's pledge to avoid any
disruption to air service at a major airline this year, and
pointed to its intervention in the Northwest Airlines dispute with
its mechanics earlier this year and its indication that it would
intervene in the Delta Airlines pilot dispute if it became
     Oliver said American today presented the APFA with a
settlement offer that represents the best overall flight attendant
contract package in the industry.  "The only debate that remained
between our negotiating committees is the amount by which our
flight attendants would lead the industry."
                            - more -


Settlement Offer to APFA
May 23, 2001
Page 2

     Oliver said that in an effort to reach a settlement it told
the APFA that if it believes that another airline's flight
attendant contract is more attractive, American would match
it -cover to cover- or agree to an expedited binding arbitration on
the open issues if the APFA would agree.
     The settlement offer American Airlines gave to the APFA today
     -    a 21.6 percent increase in base pay (compounded, over the
          life of the agreement, which would become amendable in 2004)
     -    a 5 percent lump sum retro payment
     -    a 3 percent signing bonus
     -    a stand-alone profit sharing program
     -    top of the industry retirement benefits
     -    holiday pay for the first time
     -    longevity pay
     -    top of the industry diversion pay, galley  pay, purser pay
          and language pay
     -    scheduling enhancements that substantially improve flight
          attendant flexibility
     -    first or business class entrees for crew meals
     -    the best crew rest accommodations in the industry on
          International flights over  8 hours

  Oliver said the airline has worked tirelessly to conclude an
agreement with the APFA, and has presented numerous formal and
informal proposals to the APFA since March 2000 - each of them
industry-leading proposals.
  Oliver added that while the company remains eager to conclude a
deal, it simply couldn't afford to have labor contract costs that
are substantially higher than its major competitors.

                         -     more    -

Settlement Offer to APFA
May 23, 2001
Page 3

     The APFA's contract with American became amendable in
November, 1998.  The parties reached their first tentative
agreement in May of 1999, but that agreement was not ratified by
flight attendants.  After the APFA made changes in its negotiating
committee and elected new national officers, the talks began again
in March of 2000.  American petitioned for mediation seven months
later to keep the talks progressing.


Current AMR Corp. news releases can be accessed via the Internet.
       The address is http://www.amrcorp.com/corpcomm.htm