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CORRESP

 FOIA Confidential Treatment Requested by AMR Corporation pursuant to Rule 83 (17 C.F.R. 200.83)

 May 20, 2013

 Weil, Gotshal & Manges LLP

 200 Crescent Court, Suite 300

 Dallas, Texas 75201

(214) 746-7700 tel

 (214) 746-7777
fax

 K&L Gates LLP

1717 Main Street, Suite 2800

 Dallas, Texas
75201

 (214) 939-5500 tel

 (214)
939-5849 fax

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600 tel

(650) 463-2600 fax

 Via EDGAR Transmission and Hand Delivery

Ms. Susan Block

 Attorney-Advisor

 United States Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549

Re:
AMR Corporation

Registration Statement on Form S-4

 Filed April 15, 2013

 File No. 333-187933

Dear Ms. Block:

 On
behalf of our clients, AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways Group” and, together with AMR, the “parties”), please find responses to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) sent to AMR in a letter dated May 10, 2013 regarding AMR’s registration statement on Form S-4 (the “Registration Statement”) (File
No. 333-187933).

 AMR is filing concurrently with this letter an amendment to the Registration Statement
(“Amendment No. 1”), which includes revisions to the Registration Statement in response to the Staff’s comments. Enclosed with this letter are five copies of Amendment No. 1 marked to show changes from the
Registration Statement as originally filed.

 Ms. Susan Block

 U. S. Securities and Exchange Commission

 May 20, 2013

 Page
 2

 Set forth below in bold are comments from the Staff’s letter. Immediately below
each of the Staff’s comments is AMR’s response to that comment. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s comment letter and includes the caption used in the comment
letter.

 Due to the commercially sensitive nature of certain information contained herein, this response letter is accompanied
by a request for confidential treatment for selected portions of this letter (the “CTR Letter”). Pursuant to Rule 83 of the Commission’s Rules on Information and Requests [17 C.F.R. § 200.83] (“Rule 83”),
AMR has filed a separate letter with the Office of Freedom of Information and Privacy Act in connection with the confidential treatment request.

 In accordance with Rule 83, AMR requests confidential treatment of: (a) the marked portions of our response to Comments 53 and 54 (the “Confidential Information”); and (b) the
accompanying CTR Letter (collectively, the “Confidential Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to the Freedom of Information and Privacy Act or
otherwise so that the undersigned may substantiate the foregoing request for confidential treatment in accordance with Rule 83.

In accordance with Rule 83, each page of this response letter has also been clearly marked with the legend “Confidential
Treatment Requested by AMR Corporation” and each page is marked for the record with the identifying numbers and code “AMR-1” through “AMR-21.”

 General

1.
We note that you have included a glossary of “defined terms” at the beginning of the prospectus. In addition to the glossary, please provide a brief
definition the first time each of the terms identified in the glossary is used in the prospectus.

 In
response to the Staff’s comment, additional disclosure has been provided for acronyms and short definitions at the place of first use as discussed with the Staff by telephone on May 14, 2013.

2.
Please update the financial information contained in your filing (e.g., the “Selected consolidated financial data”, “Supplementary Financial
Data” and “unaudited pro forma condensed combined financial information”) to reflect information from your most recently filed periodic reports.

In response to the Staff’s comment, the referenced financial data in the Registration Statement has been revised to reflect
information from the parties’ most recently filed periodic reports.

3.
Provide a currently dated consent from the independent public accountant in the amendment.

In response to the Staff’s comment, currently dated consents from KPMG LLP and Ernst & Young LLP, the independent public
accountants of US Airways Group and AMR, respectively, have been filed as exhibits to Amendment No. 1.

 Confidential Treatment
Requested by AMR Corporation

 AMR - 2

 Ms. Susan Block

 U. S. Securities and Exchange Commission

 May 20, 2013

 Page
 3

 Questions and Answers About the Merger and the US Airways Group 2013 Annual Meeting of
Stockholders, page 1

4.
Please revise to include a question and answer that addresses the expected cost of the merger, the estimated amount of the obligations that AMR will be required to
settle upon its emergence from Chapter 11 and the aggregate amount of capital expenditures for calendar years 2013-2017 that AMR and US Airways estimate will be required to achieve their goals of increasing AAG’s revenue and lowering costs.
Refer to pages 12, 45 and 47 of the prospectus.

 In response to the Staff’s comment, the disclosure in
the Registration Statement on page 4 of Amendment No. 1 has been revised to add a new question and answer.

5.
Please revise to add a question and answer to briefly describe and quantify the interests that directors and officers of US Airways Group have that differ from other
shareholders.

 In response to the Staff’s comment, the disclosures in the Registration Statement on
pages 7 and 8 of Amendment No. 1 have been revised.

6.
Please revise to add a question and answer regarding the treatment of US Airways Group 7.25% Convertible Notes and its 7% Convertible Notes.

 In response to the Staff’s comment, the disclosure in the Registration Statement on page 5 of
Amendment No. 1 has been revised.

 Why are AMR and US Airways Group proposing the Merger, page 2

7.
Please balance your disclosure by clarifying that there is no guarantee that the combined airline will be a stronger airline than either American or US Airways
individually. In addition, please include a discussion of the potential negative factors regarding the merger or include a cross-reference to pages 81 and 84 where such negative factors are addressed.

In response to the Staff’s comment, the disclosure in the Registration Statement on page 2 of Amendment No. 1 has been revised.

 What will holders of shares of US Airways Group common stock receive in the Merger, page 2

8.
We note you indicate that the aggregate number of shares of AAG common stock issuable to holders of US Airways Group equity instruments will represent 28% of the
diluted equity ownership of AAG. Please explain and clarify here why it is being described as a percentage of the “diluted” equity throughout the document. Please revise to disclose (a) the approximate percentage ownership that US
Airways Group stockholders will hold immediately after the merger and (b) the approximate percentage ownership that US Airways Group stockholders will hold taking into account the other stock that will be distributed pursuant to the Bankruptcy
Plan, which may be distributed or converted after the effective date of the merger, as addressed in the two comments below. Similarly revise to clarify in the Summary.

In response to the Staff’s comment, the disclosures in the Registration Statement on pages 12 and 13 of Amendment No. 1 have
been revised.

 Confidential Treatment
Requested by AMR Corporation

 AMR - 3

 Ms. Susan Block

 U. S. Securities and Exchange Commission

 May 20, 2013

 Page
 4

9.
Please expand or add a new question and answer to briefly discuss the shares of AAG Convertible Preferred Stock that will be distributed in connection with the
Bankruptcy Plan and the effect these shares may have on the holders of US Airways Group common stock who will receive AAG common stock. Please also discuss the potential volatility this may have on the AAG stock price and trading volume.

 In response to the Staff’s comment, the disclosures in the Registration Statement on pages 3 and 4 of
Amendment No. 1 have been revised.

10.
In this regard, please make clear what percentage of AAG common stock you believe the US Airways Group stockholders will ultimately have once all the conversions of
preferred stock into AAG common stock own taken place after 120 days following the effective date. When providing the percentage that the US Airways stockholders will ultimately hold, please address any other potential AAG stock issuances. We note
under the Risk Factor, “The Shares of AAG Convertible Preferred Stock,” at page 44 that the Plan also provides holders of existing AMR equity securities with a guaranteed initial distribution and the potential to receive additional
distributions during the 120 day period during after the merger effective date.

 The parties respectfully
advise the Staff that the Staff’s comment no. 10 has been addressed in the responses to the Staff’s comment no. 8 and the Staff’s comment no. 9. As indicated in the revised disclosure, the ultimate percentage of AAG common stock
issuable to the US Airways Group stockholders will not be affected by conversions of preferred stock.

 Who will manage AAG after the
Merger, page 3

11.
If the board of directors will not be chosen by the time of the vote on the merger, please revise to make that clear. In the alternative, please revise to identify
the members of the board of directors and the officers of AAG prior to the vote on the merger, if known.

 In
response to the Staff’s comment, the disclosures in the Registration Statement on pages 4, 15, 114 and 147 of Amendment No. 1 have been revised.

 To the extent additional members of the board of directors or executive officers of American Airlines Group Inc., the surviving parent entity (“AAG”), are identified prior to the date on
which the proxy statement/prospectus is mailed to US Airways Group stockholders, the parties will revise the proxy statement/prospectus to identify such additional members of the board of directors or executive officers. In the event that such
additional members of the board of directors or executive officers are identified after the date on which the proxy statement/prospectus is mailed to US Airways Group stockholders, but prior to the date on which the US Airways Group stockholders
vote on the adoption of the Merger Agreement, appropriate supplemental disclosure will be made.

 Confidential Treatment
Requested by AMR Corporation

 AMR - 4

 Ms. Susan Block

 U. S. Securities and Exchange Commission

 May 20, 2013

 Page
 5

 Summary, page 9

 The Combined Company after the Merger, page 11

 American Airlines Group Inc.,
page 11

12.
We note your disclosure on page 11 that “AAG will also provide customers with more choices and increased service across a larger worldwide network, including an
enhanced oneworld alliance, than either American or US Airways could offer independently.” Please revise to balance this statement by disclosing that US Airways, after the merger, will no longer be a member of Star Alliance.

 In response to the Staff’s comment, the disclosures in the Registration Statement on pages 14 and 146
of Amendment No. 1 have been revised.

 The Combined Company after the Merger, page 11

American Airlines Group Inc., page 11

13.
We note your statement that the AAdvantage program will become the industry’s leading frequent flyer loyalty program. Please explain in what way(s) you believe
it will be the industry leader.

 In response to the Staff’s comment, the disclosures in the
Registration Statement on pages 14 and 146, of Amendment No. 1 have been revised.

 Expansive Global Network, page 12

14.
Please disclose what is meant by the statement that AAG is expected to create a third large U.S. global airline system.

In response to the Staff’s comment, the disclosures in the Registration Statement on pages 14 and 146 of Amendment No. 1 have
been revised.

15.
Please revise to briefly describe the ways in which you believe the flight networks of AMR and US Airways Group are “complementary.”

 In response to the Staff’s comment, the disclosures in the Registration Statement on pages 14 and 146
of Amendment No. 1 have been revised.

 Expected Synergies, page 12

16.
Please balance your disclosure in this section by disclosing that in addition to the costs associated with the merger, AMR, at emergence from Chapter 11 will be
required to settle certain obligations which it estimates will be at least $1.3 billion.

 In response to the
Staff’s comment, the disclosures in the Registration Statement on pages 15 and 147 of Amendment No. 1 have been revised.

 Risk
Factors, page 37

17.
 We note in the opening paragraph of the risk factors section that an investor can find the risk factor information relating to AMR in AMR’s
Form 10-K and Form 10-Qs. Because AMR is not

 Confidential Treatment
Requested by AMR Corporation

 AMR - 5

 Ms. Susan Block

 U. S. Securities and Exchange Commission

 May 20, 2013

 Page
 6

eligible to incorporate by reference into this Form S-4, material risks relating to AMR should be included in the Form S-4 and the reference to the risks found in the AMR 10-K and 10-Qs should be
deleted.

 In response to the Staff’s comment, the disclosure in the Registration Statement on page 41
of Amendment No. 1 has been revised to eliminate the reference to material risks relating to the business of AMR being found in the AMR 10-K and 10-Qs filed with the SEC. After review of the Risk Factors section of Amendment No. 1, AMR has
concluded that all material risks related to the business of AMR are already addressed in the existing risk factors as set forth in that section.

 Risk Factors Relating to the Merger, page 37

 The merger is subject to a
number of conditions to the obligations, page 37

18.
Please revise throughout the document to update the status of the Merger Support Order to be entered by the Bankruptcy Court.

In response to the Staff’s comment, the disclosures in the Registration Statement on pages 13, 37, 41, 113 and 122 of Amendment
No. 1 have been revised.

 Liquidity Risks, page 45

 The percentage ownership interests, page 45

19.
Please revise to clarify in the subheading the risk that US Airways Group stockholders will have less influence on management and policies of AAG than they now have
on the management and policies of US Airways Group, due to their holding 28% of the diluted equity ownership of AAG.

 In response to the Staff’s comment, the disclosure in the Registration Statement on page 49 of Amendment No. 1 has been revised.

 Each of AMR’s and US Airways Group’s indebtedness and other obligations are, page 45

20.
Please revise to quantify here, or in a separate risk factor, AAG’s expected amount of indebtedness following the Closing and any anticipated debt agreements of
AAG or advise.

 In response to the Staff’s comment, the disclosures in the Registration Statement on
pages 49 and 50 of Amendment No. 1 have been revised.

 The airline industry is fiercely competitive, and AAG will be subject to,
page 49

21.
We note your disclosure regarding AMR’s JBAs and related marketing agreements with several airlines. Please revise to briefly describe these agreements in an
appropriate place in your registration statement.

 In response to the Staff’s comment, the disclosure
in the Registration Statement on page 199 of Amendment No. 1 has been revised.

 Confidential Treatment
Requested by AMR Corporation

 AMR - 6

 Ms. Susan Block

 U. S. Securities and Exchange Commission

 May 20, 2013

 Page
 7

 AAG’s ability to operate and grow its route network in the future, page 54

22.
Please revise to clarify whether the merger could result in the reduction of slots.

In response to the Staff’s comment, the disclosure in the