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 19, 2006


                     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)



   (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 8.01.  Other Events.

On  May 19, 2006, AMR Corporation (AMR), the parent company  of
American  Airlines,  Inc.,  completed  its  previously  announced
public  offering of 15,002,091 shares of AMR's common stock,  par
value $1.00 per share (the Common Stock), at an offering price to
the  public  of $26.80 per share.  AMR has granted Merrill Lynch,
Pierce, Fenner & Smith Incorporated, the sole underwriter for the
offering,  a 30-day option to purchase up to 2,250,314 additional
shares of Common Stock to cover over-allotments, if any.

The  shares  of Common Stock were issued pursuant to AMR's  shelf
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.









                            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.


                                        American Airlines, Inc.



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



Dated:  May 22, 2006