American Airlines Inc – ‘424B3’ on 9/17/02

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement                                135    749K 

Document Table of Contents

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THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN  
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT       
PERMITTED.                                                                      

                                                FILED PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 333-84292

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2002 

PROSPECTUS SUPPLEMENT                                                           
TO PROSPECTUS DATED MARCH 21, 2002                                              

$617,000,000

[AMERICAN AIRLINES 2-COLOR LOGO]

2002-1 PASS THROUGH TRUSTS
PASS THROUGH CERTIFICATES, SERIES 2002-1
------------------
   American Airlines, Inc. is issuing, through three separate trusts, Class G,
Class C, and Class D Pass Through Certificates, Series 2002-1. Only the Class G 
Certificates are being offered pursuant to this Prospectus Supplement. The Class
C and Class D Certificates will be purchased by affiliates of American          
concurrently with the issuance of the Class G Certificates. The Class C and     
Class D Certificates are not being offered pursuant to this Prospectus          
Supplement.                                                                     

The proceeds from the sale of Certificates will be used by the related  
trusts to acquire equipment notes to be issued by American on a full recourse   
basis. Payments on the equipment notes held in each trust will be passed through
to the holders of Certificates of such trust. The Certificates represent        
interests in the assets of the related trust and do not represent interests in  
or obligations of American or any of its affiliates. Application will be made to
list the Class G Certificates on the Luxembourg Stock Exchange. The Class C and 
D Certificates will not be listed on any securities exchange.                   

   The equipment notes will be issued for each of 19 Boeing aircraft delivered
to American from January 1995 through April 2002. The equipment notes issued for
each aircraft will be secured by a security interest in such aircraft. Interest 
on the equipment notes will be payable quarterly on each March 23, June 23,     
September 23, and December 23, beginning December 23, 2002. Principal payments  
on the equipment notes held for the Class G and Class D Certificates will be    
scheduled for payment on March 23, June 23, September 23, and December 23 in    
certain years, beginning on March 23, 2003. The entire principal amount of the  
equipment notes held for the Class C Certificates will be scheduled for payment 
on September 23, 2007.                                                          

  The Class G Certificates will rank senior in right to distributions to the
other Certificates. The Class C Certificates will rank junior in right to       
distributions to the Class G Certificates and will rank senior in right to      
distributions to the Class D Certificates. The Class D Certificates will rank   
junior in right to distributions to the other Certificates.                     

   There will be a separate primary liquidity facility for each of the Class G
and Class C Certificates. There will also be an above-cap liquidity facility for
the Class G Certificates. The primary liquidity facilities, together with the   
above-cap liquidity facility in the case of the Class G Certificates, are       
expected to provide an amount sufficient to make six quarterly interest         
distributions on the Certificates of the applicable Class. There will be no     
liquidity facility for the Class D Certificates.                                

   MBIA Insurance Corporation will issue a financial guaranty insurance policy
to support the distribution of interest on the Class G Certificates when        
scheduled and the distribution of the outstanding pool balance on the Class G   
Certificates on their Final Legal Distribution Date and under certain other     
circumstances as described herein.                                              

[MBIA LOGO] 
  INVESTING IN THE CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE S-19.                                                                   

                                                                [Download Table]

PASS THROUGH                                          FINAL EXPECTED    PRICE TO 
CERTIFICATES  FACE AMOUNT       INTEREST RATE       DISTRIBUTION DATE   PUBLIC(1)
------------  ------------      -------------       ------------------  ---------
                                                                                 
Class G       $617,000,000  USD 3-month LIBOR +  %  September 23, 2007    100%   

---------------                                                                 

(1) Plus accrued interest, if any, from the date of issuance.                   

 The underwriters will purchase all of the Class G Certificates if any are
purchased. The aggregate proceeds from the sale of the Class G Certificates will
be $617,000,000. American will pay the underwriters a commission of $      .    
Delivery of the Class G Certificates in book-entry form will be made on or about
September   , 2002 against payment in immediately available funds.              

Neither the Securities and Exchange Commission nor any state securities 
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.   
Any representation to the contrary is a criminal offense.                       

SALOMON SMITH BARNEY                                                   JP MORGAN
------------------
CREDIT SUISSE FIRST BOSTON                                                      
     MERRILL LYNCH & CO.
                                              MORGAN STANLEY

The date of this Prospectus Supplement is September   , 2002. 

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 TABLE OF CONTENTS

 PROSPECTUS SUPPLEMENT

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                                                                     PAGE
                                                                     ----
                                                                         
PRESENTATION OF INFORMATION..........................................S-4 
PROSPECTUS SUPPLEMENT SUMMARY........................................S-5 
  Summary of Terms of Certificates...................................S-5 
  Equipment Notes and the Aircraft...................................S-6 
  Loan to Aircraft Value Ratios......................................S-7 
  Cash Flow Structure................................................S-8 
  The Offering.......................................................S-9 
  Summary Historical Consolidated Financial and                          
    Operating Data..................................................S-17 
RISK FACTORS........................................................S-19 
  Terrorist Attacks of September 11, 2001...........................S-19 
  Certain Other Risk Factors Relating to American...................S-20 
  Risk Factors Relating to the Certificates and the                      
    Offering........................................................S-21 
  Risk Factors Relating to the Policy Provider......................S-23 
THE COMPANY.........................................................S-24 
DESCRIPTION OF THE POLICY PROVIDER..................................S-24 
  General...........................................................S-24 
  MBIA Financial Information........................................S-25 
  Financial Strength Ratings of MBIA................................S-26 
USE OF PROCEEDS.....................................................S-26 
DESCRIPTION OF THE CERTIFICATES.....................................S-26 
  General...........................................................S-27 
  Distribution of Payments on Equipment Notes.......................S-28 
  Subordination.....................................................S-30 
  Pool Factors......................................................S-30 
  Reports to Certificateholders.....................................S-32 
  Indenture Events of Default and Certain Rights                         
    upon an Indenture Event of Default..............................S-32 
  Purchase Rights of Certificateholders.............................S-34 
  PTC Event of Default..............................................S-34 
  Merger, Consolidation, and Transfer of Assets.....................S-35 
  Modification of the Pass Through Trust                                 
    Agreements and Certain Other Agreements.........................S-35 
  Possible Issuance of Series E Equipment Notes.....................S-38 
  Possible Refunding of Series C Equipment Notes and                     
    Series D Equipment Notes........................................S-38 
  Termination of the Trusts.........................................S-39 
  The Trustees......................................................S-39 
  Book-Entry Registration; Delivery and Form........................S-40 
Luxembourg Paying Agent.............................................S-40 
DESCRIPTION OF THE LIQUIDITY FACILITIES.............................S-40 
  Primary Liquidity Facilities......................................S-41 
  Above-Cap Liquidity Facility......................................S-46 
DESCRIPTION OF THE POLICY AND THE                                        
  POLICY PROVIDER AGREEMENT.........................................S-48 
  The Policy........................................................S-48 
  General...........................................................S-50 
  Definitions.......................................................S-51 
  The Policy Provider Agreement.....................................S-51 
DESCRIPTION OF THE INTERCREDITOR                                         
  AGREEMENT.........................................................S-51 
  Intercreditor Rights..............................................S-52 
  Priority of Distributions.........................................S-53 
  Addition of Trustee for Class E Certificates......................S-58 
  Addition of Trustees Upon Refunding...............................S-58 
  The Subordination Agent...........................................S-59 
DESCRIPTION OF THE AIRCRAFT AND THE                                      
  APPRAISALS........................................................S-59 
  The Aircraft......................................................S-59 
  The Appraisals....................................................S-59 
DESCRIPTION OF THE EQUIPMENT NOTES..................................S-61 
  General...........................................................S-61 
  Subordination.....................................................S-61 
  Principal and Interest Payments...................................S-61 
  Determination of LIBOR............................................S-62 
  Redemption........................................................S-63 
  Security..........................................................S-64 
  Loan to Value Ratios of Equipment Notes...........................S-65 
  Defeasance........................................................S-65 
  Limitation of Liability...........................................S-65 
  Indenture Events of Default, Notice and Waiver....................S-65 
  Remedies..........................................................S-66 
  Modification of Indentures........................................S-67 
  Indemnification...................................................S-68 
  Certain Provisions of the Indentures..............................S-68 
CERTAIN FEDERAL INCOME TAX                                               
    CONSEQUENCES ...................................................S-72 
  Tax Status of the Trusts .........................................S-72 
  Taxation of Certificate Owners Generally..........................S-72 

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                                                                    PAGE
                                                                    ----
                                                                        
Sales of Certificates...............................................S-72
  Bond Premium......................................................S-73
  Trusts Classified as Partnerships.................................S-73
  Certain Federal Income Tax Consequences to                            
    Foreign Certificateholders......................................S-73
  Backup Withholding................................................S-74
CERTAIN CONNECTICUT TAXES...........................................S-74
CERTAIN ERISA CONSIDERATIONS........................................S-75
  General...........................................................S-75
  Plan Assets Issues................................................S-75
  Prohibited Transaction Exemptions.................................S-75
  Special Considerations Applicable to Insurance                        
      Company General Accounts......................................S-76
UNDERWRITING........................................................S-76
LUXEMBOURG LISTING..................................................S-77
LEGAL OPINIONS......................................................S-78
EXPERTS.............................................................S-78
INDEX OF TERMS................................................Appendix I
APPRAISAL LETTERS............................................Appendix II
EQUIPMENT NOTE PRINCIPAL                                                
  PAYMENTS..................................................Appendix III
LOAN TO VALUE RATIOS                                                    
 OF EQUIPMENT NOTES..........................................Appendix IV

PROSPECTUS

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                                                                     PAGE
                                                                     ----
                                                                         
ABOUT THIS PROSPECTUS..................................................2 
TABLE OF CONTENTS......................................................2 
FORWARD-LOOKING INFORMATION............................................2 
WHERE YOU CAN FIND MORE INFORMATION....................................3 
THE COMPANY............................................................4 
RATIO OF EARNINGS TO FIXED CHARGES.....................................4 
FORMATION OF THE TRUSTS................................................5 
USE OF PROCEEDS........................................................5 
DESCRIPTION OF THE PASS THROUGH                                          
  CERTIFICATES.........................................................6 
  General..............................................................6 
  Book-Entry Registration..............................................9 
  Payments and Distributions..........................................11 
  Pool Factors........................................................12 
  Reports to Certificateholders.......................................13 
  Voting of Equipment Notes...........................................14 
  Events of Default and Certain Rights                                   
    upon an Event of Default..........................................14 
  Modifications of the Basic Agreement................................16 
  Modification of Indenture and Related Agreements....................18 
  Termination of the Trusts...........................................18 
  Delayed Purchase of Equipment Notes.................................18 
  Merger, Consolidation and Transfer of Assents.......................19 
  The Trustee.........................................................19 
DESCRIPTION OF THE EQUIPMENT NOTES....................................20 
  General.............................................................20 
  Principal and Interest Payments.....................................21 
  Redemption..........................................................21 
  Security............................................................21 
  Additional Notes....................................................23 
  Payments and Limitation of Liability................................23 
  Defeasance of the Indentures and the                                   
    Equipment Notes in Certain Circumstances..........................24 
  Assumption of Obligations by American...............................24 
  Owner Participant; Revisions to Agreements..........................24 
CREDIT ENHANCEMENTS...................................................25 
  Ranking; Cross-Subordination........................................25 
  Liquidity Facility..................................................25 
  Guarantee of AMR Corporation........................................26 
CERTAIN FEDERAL INCOME TAX                                               
  CONSEQUENCES........................................................26 
  Tax Status of the Trusts............................................26 
  Taxation of Security Holders Generally..............................26 
  Sales of Pass Through Certificates..................................27 
  Bond Premium........................................................27 
  Original Issue Discount.............................................27 
  Backup Withholding..................................................27 
CERTAIN CONNECTICUT TAXES.............................................28 
ERISA CONSIDERATIONS..................................................28 
PLAN OF DISTRIBUTION..................................................28 
  Agents..............................................................28 
  Underwriters........................................................28 
  Direct Sales........................................................29 
  Other Means of Distribution.........................................29 
  General Information.................................................29 
LEGAL OPINIONS........................................................29 
EXPERTS...............................................................29 

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 PRESENTATION OF INFORMATION

        These offering materials consist of two documents: (a) this prospectus
supplement (the "Prospectus Supplement"), which describes the terms of the      
Certificates that we are currently offering, and (b) the accompanying prospectus
(the "Prospectus"), which provides general information about us and our pass    
through certificates, some of which may not apply to the Certificates that we   
are currently offering. The information in this Prospectus Supplement replaces  
any inconsistent information included in the accompanying Prospectus. See "About
this Prospectus" in the accompanying Prospectus.                                

        We have given certain capitalized terms specific meanings for purposes
of this Prospectus Supplement. The "Index of Terms" attached as Appendix I to   
this Prospectus Supplement lists the page in this Prospectus Supplement on which
we have defined each such term.                                                 

        At varying places in this Prospectus Supplement, we refer you to other
sections for additional information by indicating the caption heading of such   
other sections. The page on which each principal caption included in this       
Prospectus Supplement can be found is listed in the Table of Contents above.    

        This Prospectus Supplement and the documents incorporated by reference
contain various "forward-looking statements" within the meaning of Section 27A  
of the Securities Act of 1933, as amended (the "Securities Act"), and Section   
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),    
which represent our expectations or beliefs concerning future events. When used 
in this Prospectus Supplement and in documents incorporated by reference, the   
words "believes," "expects," "plans," "anticipates," and similar expressions are
intended to identify forward-looking statements. Forward-looking statements     
include, without limitation, our expectations concerning operations and         
financial conditions, including changes in capacity, revenues, and costs,       
expectations as to future financing needs, overall economic conditions and plans
and objectives for future operations, the ability to continue to successfully   
integrate with our operations the assets acquired from Trans World Airlines,    
Inc. ("TWA") and the former TWA workforce, and the impact of the events of      
September 11, 2001 on us and the sufficiency of our financial resources to      
absorb that impact. Other forward-looking statements include statements which do
not relate solely to historical facts, such as, without limitation, statements  
which discuss the possible future effects of current known trends or            
uncertainties, or which indicate that the future effects of known trends or     
uncertainties cannot be predicted, guaranteed, or assured. All forward-looking  
statements in this Prospectus Supplement and the documents incorporated by      
reference are based upon information available to us on the date of this        
Prospectus Supplement or such document. We undertake no obligation to publicly  
update or revise any forward-looking statement, whether as a result of new      
information, future events, or otherwise. Forward-looking statements are subject
to a number of factors that could cause actual results to differ materially from
our expectations. The following factors, in addition to other possible factors  
not listed, could cause actual results to differ materially from those expressed
in forward-looking statements: failure to reach agreement with any labor union  
representing our employees, changes in economic or other conditions, increases  
in the price of jet fuel or reductions in the supply of jet fuel, future fare   
reductions in the airline industry, changes in our business strategy, actions by
U.S. or foreign government agencies, the adverse impact of September 11, 2001   
terrorist attacks and the possible occurrence of other terrorist attacks, and   
the availability of future financing. Additional information concerning these   
and other factors is contained in our Securities and Exchange Commission        
filings, including but not limited to the Form 10-K for the year ended December 
31, 2001.                                                                       

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND THE DOCUMENTS INCORPORATED BY    
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR TO WHICH WE HAVE  
REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT
IS DIFFERENT. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION,
YOU SHOULD NOT RELY ON IT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL TO  
SELL THESE SECURITIES. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS       
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE OF THIS PROSPECTUS SUPPLEMENT. ALSO, YOU SHOULD NOT ASSUME  
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF AMERICAN, THE LIQUIDITY         
PROVIDERS, OR THE POLICY PROVIDER SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT. 

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 PROSPECTUS SUPPLEMENT SUMMARY

   This summary highlights selected information from this Prospectus
Supplement and may not contain all of the information that is important to you. 
For more complete information about the Certificates and American Airlines,     
Inc., you should read this entire Prospectus Supplement and the accompanying    
Prospectus, as well as the materials filed with the Commission that are         
considered to be a part of this Prospectus Supplement and the accompanying      
Prospectus. See "Where You Can Find More Information" in the Prospectus. Unless 
otherwise indicated, "we," "us," "our," and similar terms, as well as references
to "American" or the "Company," refer to American Airlines, Inc. The term "you" 
refers to prospective investors in the Class G Certificates.                    

SUMMARY OF TERMS OF CERTIFICATES

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                                                          CLASS G               CLASS C             CLASS D       
                                                       CERTIFICATES         CERTIFICATES(1)      CERTIFICATES(1)  
                                                       -------------        ---------------      --------------   
                                                                                                                  
Aggregate face amount ................................ $ 617,000,000         $ 108,605,000        $ 91,395,000    

Ratings:                                                                                                          

  Moody's ............................................        Aaa                  Ba1                  NA        

  Standard & Poor's ..................................        AAA                  BBB+                 NA        

Initial loan to Aircraft                                                                                          
  value (cumulative)(2) ..............................       50.5%                59.4%               66.9%       

Expected maximum loan to                                                                                          
  Aircraft value (cumulative) ........................       51.1%                60.1%               67.6%       

Expected principal distribution window (in                                                                        
  years) .............................................      0.5-5.0                5.0               0.5-5.0      

Initial average life (in years) ......................        4.0                  5.0                 3.5        

Regular Distribution Dates ........................... March 23, June 23,   March 23, June 23,  March 23, June 23,
                                                        September 23 and     September 23 and    September 23 and 
                                                          December 23          December 23         December 23    

Final expected regular distribution date ............. September 23, 2007   September 23, 2007  September 23, 2007

Final Legal Distribution Date ........................   March 23, 2009       March 23, 2009    September 23, 2007

Minimum denomination ................................. $       1,000         $     100,000        $    100,000    

Section 1110 protection ..............................         Yes                  Yes                 Yes       

Liquidity Facility coverage ..........................    6 quarterly          6 quarterly                        
                                                       interest payments   interest payments           None       

Policy Coverage(3) ...................................        Yes                  None                None       

----------                                                                      

(1)      The Class C and Class D Certificates will be purchased by affiliates of
         American concurrently with the issuance of the Class G Certificates. We
       are not offering the Class C or Class D Certificates pursuant to this
Prospectus Supplement.                                        

(2)      The initial aggregate Assumed Aircraft Value of the Aircraft is        
        $1,221,023,334. See "Loan To Aircraft Value Ratios" in this Prospectus
        Supplement Summary for the method we used in calculating the aggregate
       Assumed Aircraft Value and the initial loan to Aircraft value ratios.

(3)      The Policy will support the distribution of interest on the Class G    
         Certificates when scheduled (after taking into account the prior use of
       any available funds under the Primary Liquidity Facility, the Primary
    Cash Collateral Account, and the Above-Cap Account for the Class G
      Certificates) and the distribution of the outstanding balance of the
    Class G Certificates on the Final Legal Distribution Date for such
       Certificates and in certain other circumstances described herein. (1)

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EQUIPMENT NOTES AND THE AIRCRAFT

      The Trusts will hold Equipment Notes issued for each of eight Boeing
757-223 aircraft, two Boeing 757-223ER aircraft, six Boeing 767-323ER aircraft, 
and three Boeing 777-223ER aircraft. All of the Aircraft have been delivered and
are being operated by American. The Equipment Notes issued with respect to each 
Aircraft will be secured by a security interest in such Aircraft. See           
"Description of the Aircraft and the Appraisals" for a description of the       
Aircraft. Set forth below is information about the Equipment Notes to be held in
the Trusts and the Aircraft.                                                    

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                                                          PRINCIPAL                 
                                                          AMOUNT OF   APPRAISED     
                          REGISTRATION      MONTH         EQUIPMENT     BASE        
        AIRCRAFT TYPE        NUMBER       DELIVERED        NOTES       VALUE(1)     
        -------------     ------------  -------------  ------------  ---------------
                                                                                    
BOEING 757-223 ..........    N604AA       June 1995    $ 24,818,336  $ 39,016,667   
BOEING 757-223 ..........    N605AA       June 1995      24,818,336    39,016,667   
BOEING 757-223 ..........    N606AA      April 1996      25,781,436    40,760,000   
BOEING 757-223 ..........    N680AN     January 1999     30,603,980    46,560,000   
BOEING 757-223 ..........    N176AA     January 2002     37,789,460    53,730,000   
BOEING 757-223 ..........    N177AN     January 2002     37,789,460    53,730,000   
BOEING 757-223 ..........    N173AN      March 2002      37,870,953    53,950,000   
BOEING 757-223 ..........    N172AJ      April 2002      37,870,953    54,060,000   

BOEING 757-223 ER .......    N608AA       July 1996      25,832,208    42,340,000   
BOEING 757-223 ER .......    N609AA       July 1996      25,832,208    42,340,000   

BOEING 767-323 ER .......    N389AA     January 1995     36,953,523    60,410,000   
BOEING 767-323 ER .......    N390AA     February 1995    37,081,936    60,680,000   
BOEING 767-323 ER .......    N391AA     February 1995    37,081,936    60,680,000   
BOEING 767-323 ER .......    N392AN      April 1998      44,479,299    71,530,000   
BOEING 767-323 ER .......    N393AN       May 1998       44,671,918    71,813,333   
BOEING 767-323 ER .......    N395AN       July 1998      45,064,567    72,256,667   

BOEING 777-223 ER .......    N785AN      April 2000      86,586,360   118,680,000   
BOEING 777-223 ER .......    N786AN      April 2000      86,586,360   118,680,000   
BOEING 777-223 ER .......    N795AN     December 2000    89,486,771   120,790,000   

-----------------                                                               

(1)      The appraised base value of each Aircraft set forth above is the lesser
     of the average and median appraised base values of such Aircraft as
     appraised by three independent appraisal and consulting firms. Such
      appraisals are based upon varying assumptions (which may not reflect
       current market conditions) and methodologies. An appraisal is only an
 estimate of value and should not be relied upon as a measure of
       realizable value. American believes that the current market values of
       the Aircraft at this time are lower than the base values reflected in
   the appraisals. See "Risk Factors -- Risk Factors Relating to the
     Certificates and the Offering -- Appraisals and Realizable Value of
Aircraft."                                                    

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 LOAN TO AIRCRAFT VALUE RATIOS

       The following table sets forth loan to Aircraft value ratios ("LTVs")
for each Class of Certificates as of the Issuance Date and each Regular         
Distribution Date thereafter. The table should not be considered a forecast or  
prediction of expected or likely LTVs but simply a mathematical calculation     
based upon one set of assumptions. See "Risk Factors -- Risk Factors Relating to
the Certificates and the Offering -- Appraisals and Realizable Value of         
Aircraft."                                                                      

      The following table was compiled on an aggregate basis. However, the
Equipment Notes secured by an Aircraft will not be secured by any other         
Aircraft. This means that any excess proceeds realized from the sale of an      
Aircraft or other exercise of default remedies will not be available to cover   
any shortfalls on the Equipment Notes relating to any other Aircraft. See       
"Description of the Equipment Notes -- Loan to Value Ratios of Equipment Notes" 
and Appendix IV for LTVs for the Equipment Notes issued in respect of individual
Aircraft, which may be more relevant in a default situation than the aggregate  
values shown below.                                                             

                                                        [Enlarge/Download Table]


                          Aggregate              Outstanding Pool Balance(2)                            LTV(3)                  
                          Assumed      ----------------------------------------------  -----------------------------------------
                          Aircraft          Class G        Class C         Class D       Class G        Class C       Class D   
    Date                  Value(1)       Certificates    Certificates   Certificates   Certificates   Certificates  Certificates
    ----               --------------  --------------  --------------  --------------  ------------   ------------  ------------
                                                                                                                                
Issuance Date ........ $1,221,023,334  $  617,000,000  $  108,605,000  $   91,395,000     50.5%            59.4%        66.9%   

December 23, 2002 ....  1,207,930,461     617,000,000     108,605,000      91,395,000     51.1             60.1         67.6    

March 23, 2003 .......  1,190,880,796     593,697,619     108,605,000      89,772,371     49.9             59.0         66.5    

June 23, 2003 ........  1,179,907,979     585,143,261     108,605,000      87,613,966     49.6             58.8         66.2    

September 23, 2003 ...  1,179,907,979     585,143,261     108,605,000      85,401,601     49.6             58.8         66.0    

December 23, 2003 ....  1,166,815,106     566,097,651     108,605,000      83,133,927     48.5             57.8         64.9    

March 23, 2004 .......  1,149,765,441     541,824,134     108,605,000      80,809,561     47.1             56.6         63.6    

September 23, 2004 ...  1,138,792,624     525,921,584     108,605,000      75,985,048     46.2             55.7         62.4    

December 23, 2004 ....  1,125,699,751     506,875,974     108,605,000      71,349,700     45.0             54.7         61.0    

March 23, 2005 .......  1,108,650,086     482,602,457     108,605,000      66,598,468     43.5             53.3         59.3    

June 23, 2005 ........  1,097,677,269     466,699,907     108,605,000      61,728,455     42.5             52.4         58.0    

September 23, 2005 ...  1,097,677,269     466,699,907     108,605,000      56,736,692     42.5             52.4         57.6    

December 23, 2005 ....  1,084,584,396     447,654,296     108,605,000      51,620,135     41.3             51.3         56.0    

March 23, 2006 .......  1,067,534,731     423,380,780     108,605,000      46,375,664     39.7             49.8         54.2    

June 23, 2006 ........  1,056,561,914     407,478,230     108,605,000      41,000,081     38.6             48.8         52.7    

September 23, 2006 ...  1,056,561,914     407,478,230     108,605,000      35,490,109     38.6             48.8         52.2    

December 23, 2006 ....  1,043,469,041     388,432,619     108,605,000      29,842,387     37.2             47.6         50.5    

March 23, 2007 .......  1,026,419,376     364,159,102     108,605,000      24,053,472     35.5             46.1         48.4    

June 23, 2007 ........  1,015,446,559     348,256,552     108,605,000      18,119,834     34.3             45.0         46.8    

September 23, 2007 ...  1,015,446,559               0               0               0       NA               NA           NA    

----------                                                                      

(1)      In calculating the aggregate Assumed Aircraft Value, we have assumed   
       that the initial appraised base value of each Aircraft, determined as
    described under "-- Equipment Notes and the Aircraft," declines by
       approximately 3% of the appraised base value at delivery per year for
         the first 15 years after delivery by the manufacturer of such Aircraft.
        The appraised base value at delivery of an Aircraft is the theoretical
         value that when depreciated at 3% per year from the initial delivery of
     such Aircraft by the manufacturer, results in the initial appraised
         base value of such Aircraft specified under "-- Equipment Notes and the
   Aircraft." Other rates or methods of depreciation would result in
       materially different LTVs. We cannot assure you that the depreciation
     rate and method assumed for purposes of the table are the ones most
         likely to occur or predict the actual future value of any Aircraft. See
    "Risk Factors -- Risk Factors Relating to the Certificates and the
Offering -- Appraisals and Realizable Value of Aircraft."     

(2)      The "pool balance" for each Class of Certificates indicates, as of any 
date, the portion of the original face amount of such Class of
   Certificates that has not been distributed to Certificateholders.

(3)      We obtained the LTVs for each Class of Certificates for each Regular   
         Distribution Date by dividing (i) the expected outstanding pool balance
      of such Class together with the expected outstanding pool balance of
        all other Classes ranking equal or senior in right to distributions to
         such Class after giving effect to the distributions expected to be made
        on such date, by (ii) the assumed value of all of the Aircraft on such
date based on the assumptions described above.                

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 CASH FLOW STRUCTURE

     This diagram illustrates the structure of the Certificates and certain cash
flows.                                                                          

[CASH FLOW STRUCTURE GRAPHIC] 

----------                                                                      

(1)      American will issue Series G, Series C, and Series D Equipment Notes in
       respect of each Aircraft. Each Aircraft will be subject to a separate
Indenture.                                                    

(2)      Separate Primary Liquidity Facilities will be available with respect to
 the Class G and Class C Certificates and an Above-Cap Liquidity
      Facility will be available with respect to the Class G Certificates.
         The Primary Liquidity Facilities, together with the Above-Cap Liquidity
         Facility in the case of the Class G Certificates, are expected to cover
       up to six quarterly interest distributions on the Certificates of the
        applicable Classes. There will be no liquidity facility available with
respect to the Class D Certificates.                          

(3)      The Policy covers distribution of interest on the Class G Certificates 
        when scheduled and the distribution of the outstanding Pool Balance of
        the Class G Certificates on the Final Legal Distribution Date for such
      Certificates and under certain other circumstances described herein.
        See "Description of the Policy and the Policy Provider Agreement." The
        Policy does not cover any amounts payable in respect of the Class C or
Class D Certificates.                                         

(4)      We are not offering the Class C or Class D Certificates pursuant to    
this Prospectus Supplement.                                   

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THE OFFERING

                                                        [Enlarge/Download Table]


                                                                                                                              
Trusts....................................... The Class G Trust, the Class C Trust, and the Class D Trust each will be formed 
                                              pursuant to a separate trust supplement to a basic pass through trust agreement 
                                              between American and State Street Bank and Trust Company of Connecticut,        
                                              National Association, as trustee under each trust.                              

Certificates Offered......................... Class G Certificates                                                            

Class C and Class D                                                                                                           
Certificates................................. We are not offering the Class C or Class D Certificates pursuant to this        
                                              Prospectus Supplement. The Class C and Class D Certificates will be purchased by
                                              newly formed Delaware statutory trusts concurrently with the issuance of the    
                                              Class G Certificates. The Delaware statutory trusts will be wholly owned by one 
                                              or more affiliates of American. There will be no liquidity facility with respect
                                              to the Class D Certificates.                                                    

                                              Each Class of Certificates will represent fractional undivided interests in the 
                                              related Trust.                                                                  

Use of Proceeds.............................. The proceeds from the sale of the Certificates of each Trust will be used to    
                                              acquire the Equipment Notes to be held by such Trust. The Equipment Notes will  
                                              be full recourse obligations of American. American will issue the Equipment     
                                              Notes under 19 separate Indentures, each relating to a separate Aircraft. The   
                                              proceeds from issuance of the Equipment Notes under each Indenture will be used 
                                              by American for general corporate purposes.                                     

Subordination Agent, Trustee                                                                                                  
and Loan Trustee............................. State Street Bank and Trust Company of Connecticut, National Association.       

Policy Provider for the                                                                                                       
Class G Certificates......................... MBIA Insurance Corporation. There will be no Policy available with respect to   
                                              the Class C and Class D Certificates.                                           

Primary Liquidity Provider for the                                                                                            
Class G and Class C Certificates............. Citibank, N.A. Citibank, N.A. intends to find a replacement primary liquidity   
                                              provider as soon as is feasible. There will be no liquidity facility available  
                                              with respect to the Class D Certificates.                                       

Above-Cap Liquidity Provider for the Class G                                                                                  
Certificates................................. Credit Suisse First Boston International.                                       

Trust Property............................... The property of each Trust will include:                                        

                                              o   Equipment Notes acquired by such Trust.                                     

                                              o   All rights of such Trust under the Intercreditor Agreement described below  
                                                  (including all monies receivable pursuant to such rights).                  

                                              o   For the Class G Trust, all monies receivable under the Primary Liquidity    
                                                  Facility and the Above-Cap Liquidity Facility for such Trust.               

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                                              o   For the Class C Trust, all monies receivable under the Primary Liquidity    
                                                  Facility for such Trust.                                                    

                                              o   For the Class G Trust, all monies receivable under the Policy for such      
                                                  Trust.                                                                      

                                              o   Funds from time to time deposited with the Trustee in accounts relating to  
                                                  such Trust.                                                                 

Regular Distribution Dates................... March 23, June 23, September 23, and December 23, commencing on December 23,    
                                              2002.                                                                           

Record Dates................................. The fifteenth day preceding the related Distribution Date.                      

Distributions................................ The Trustee will distribute all payments of principal, Break Amount (if any),   
                                              Prepayment Premium (if any), Make-Whole Amount (if any), and interest received  
                                              on the Equipment Notes held in each Trust to the holders of the Certificates of 
                                              such Trust, subject to the subordination provisions applicable to the           
                                              Certificates.                                                                   

                                              Subject to the subordination provisions applicable to the Certificates,         
                                              scheduled payments of principal and interest made on the Equipment Notes will be
                                              distributed on the applicable Regular Distribution Dates. Payments of principal,
                                              Break Amount (if any), Prepayment Premium (if any), Make-Whole Amount (if any), 
                                              and interest made on the Equipment Notes resulting from any early redemption of 
                                              such Equipment Notes will be distributed on a Special Distribution Date after   
                                              not less than 15 days notice to Certificateholders.                             

Intercreditor Agreement...................... The Trustee for each Trust, the Liquidity Providers, the Policy Provider, and   
                                              the Subordination Agent will enter into the Intercreditor Agreement. The        
                                              Intercreditor Agreement states how payments made on the Equipment Notes, the    
                                              Liquidity Facilities, and the Policy will be distributed among the Trusts, the  
                                              Liquidity Providers, and the Policy Provider. The Intercreditor Agreement also  
                                              sets forth agreements among the Trustee for each Trust, the Liquidity Providers,
                                              and the Policy Provider relating to who will control the exercise of remedies   
                                              under the Equipment Notes and the Indentures.                                   

Subordination................................ Under the Intercreditor Agreement, distributions on the Certificates generally  
                                              will be made in the following order:                                            

                                              o   First, to the holders of the Class G Certificates.                          

                                              o   Second, to the holders of the Class C Certificates.                         

                                              o   Third, to the holders of the Class D Certificates.                          

                                              Certain payments to the Primary Liquidity Provider and to the Policy Provider   
                                              will be made prior to distributions on the Certificates as discussed under      
                                              "Description of the Intercreditor Agreement--Priority of Distributions."        

                                              If American is in bankruptcy or other specified defaults have occurred but      
                                              American is continuing to meet certain of its payment obligations, the          
                                              subordination provisions applicable to the Certificates permit distributions to 
                                              be made on junior Certificates prior to making distributions in full on the more
                                              senior Certificates.                                                            


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Control of Loan Trustee...................... The holders of at least a majority of the outstanding principal amount of       
                                              Equipment Notes issued under each Indenture will be entitled to direct the Loan 
                                              Trustee under such Indenture in taking action as long as no Indenture Event of  
                                              Default is continuing thereunder; provided, however, that as long as the Final  
                                              Distributions on the Class G Certificates have not been fully paid or any Policy
                                              Provider Obligations remain outstanding and no Policy Provider Default has      
                                              occurred and is continuing, the Policy Provider will be entitled to direct the  
                                              Class G Trustee, as the holder of the Series G Equipment Notes, in directing the
                                              taking of such action. If an Indenture Event of Default is continuing under such
                                              Indenture, subject to certain conditions, the Controlling Party will direct the 
                                              Loan Trustee in taking action under such Indenture (including in exercising     
                                              remedies, such as accelerating such Equipment Notes or foreclosing the lien on  
                                              the Aircraft securing such Equipment Notes).                                    

                                              Subject to the following paragraph, at any time prior to the time that Final    
                                              Distributions have been fully paid to the holders of the Class G Certificates   
                                              and/or at any time when any obligations payable to the Policy Provider under the
                                              Intercreditor Agreement remain outstanding, so long as no Policy Provider       
                                              Default has occurred and is continuing, the Policy Provider will be the         
                                              Controlling Party; at any other time the Controlling Party will be:             

                                              o   if Final Distributions have not been fully paid to the holders of the Class 
                                                  G Certificates, the Class G Trustee;                                        

                                              o   if Final Distributions have been fully paid to the holders of Class G       
                                                  Certificates, but not to the holders of the Class C Certificates, the Class 
                                                  C Trustee; and                                                              

                                              o   if Final Distributions have been fully paid to the holders of Class C       
                                                  Certificates, the Class D Trustee.                                          

                                              Under certain circumstances, and notwithstanding the foregoing, the Primary     
                                              Liquidity Provider with the greatest amount owed to it will be the Controlling  
                                              Party, unless the Policy Provider pays to the Primary Liquidity Provider all    
                                              outstanding drawings and interest thereon owing the Primary Liquidity Provider  
                                              under the Primary Liquidity Facilities, in which case, the Policy Provider will 
                                              be the Controlling Party (so long as no Policy Provider Default has occurred and
                                              is continuing).                                                                 

                                              In exercising remedies during the nine months after the earlier of (a) the      
                                              acceleration of the Equipment Notes issued pursuant to any Indenture or (b) the 
                                              bankruptcy of American, neither the Aircraft subject to the lien of such        
                                              Indenture nor such Equipment Notes may be sold for less than certain specified  
                                              minimums without the consent of each Trustee.                                   

Right to Buy Other Classes of                                                                                                 
Certificates................................. If American is in bankruptcy or certain other specified events have occurred,   
                                              Certificateholders and the Policy Provider will have the right to buy certain   
                                              other Classes of Certificates on the following basis:                           

                                              o   The Class C Certificateholders (other than American or any of its           
                                                  affiliates) will have the right to purchase all, but not less than all, of  
                                                  the Class G                                                                 

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                                              Certificates (unless the Policy Provider has elected to purchase such Class G   
                                              Certificates).                                                                  

                                              o   The Class D Certificateholders (other than American or any of its           
                                                  affiliates) will have the right to purchase all, but not less than all, of  
                                                  the Class G Certificates (unless the Policy Provider has elected to purchase
                                                  such Class G Certificates) and the Class C Certificates.                    

                                              o   Whether or not any Class of Certificateholders has purchased or elected to  
                                                  purchase the Class G Certificates, the Policy Provider will have the right  
                                                  to purchase all, but not less than all, of the Class G Certificates.        

                                              The purchase price in each case described above will be the outstanding balance 
                                              of the applicable Class of Certificates plus accrued and undistributed interest,
                                              but without Break Amount, Prepayment Premium or Make-Whole Amount.              

Liquidity Facilities......................... Under the Primary Liquidity Facility for the Class G and Class C Trusts, the    
                                              Primary Liquidity Provider will, if necessary, make advances in an aggregate    
                                              amount that together (in the case of the Class G Certificates) with the amounts 
                                              payable by the Above-Cap Liquidity Provider, is expected to provide an amount   
                                              sufficient to pay interest distributions on the applicable Class of Certificates
                                              on up to six successive quarterly Regular Distribution Dates at the applicable  
                                              interest rate for such Certificates. The Primary Liquidity Facilities and the   
                                              Above-Cap Liquidity Facility cannot be used to pay any other amount in respect  
                                              of the Certificates.                                                            

                                              Notwithstanding the subordination provisions applicable to the Certificates, the
                                              holders of the Certificates issued by each Trust will be entitled to receive and
                                              retain the proceeds of drawings under the Primary Liquidity Facility for such   
                                              Trust and (in the case of the Class G Certificates) withdrawals from the account
                                              into which payments made under the Above-Cap Liquidity Facility are required to 
                                              be made for such Trust.                                                         

                                              Upon each drawing under any Primary Liquidity Facility to pay interest          
                                              distributions on any of the Certificates, the Subordination Agent will be       
                                              obligated to reimburse the applicable Primary Liquidity Provider for the amount 
                                              of such drawing, together with interest on such drawing. Such reimbursement     
                                              obligation and all interest, fees, and other amounts owing to the Primary       
                                              Liquidity Provider under each Primary Liquidity Facility will rank senior to all
                                              of the Certificates in right of payment.                                        

                                              There will be no liquidity facility available with respect to the Class D       
                                              Certificates.                                                                   

Policy Coverage for the                                                                                                       
Class G Certificates......................... Under the Policy, the Policy Provider will unconditionally and irrevocably honor
                                              drawings to cover:                                                              

                                              o   Any shortfall (after application of drawings under the applicable Primary   
                                                  Liquidity Facility and withdrawals from the applicable Primary Cash         
                                                  Collateral Account and the Above-Cap Account (collectively, the "Prior      
                                                  Funds")) on any Regular Distribution Date in interest distributed on the    
                                                  Class G Certificates.                                                       

                                              o   Any shortfall (after giving effect to the application of Prior Funds) on the
                                                  Final Legal Distribution Date in the Final Distributions (other than any    
                                                  unpaid Prepayment Premium and unpaid Break Amount) on the Class G           
                                                  Certificates.                                                               

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Further, upon a default in the payment of principal on a Series G Equipment Note
or if a Series G Equipment Note is accelerated (each, a "Defaulted Series G     
Equipment Note") then,                                                          

o   on the first Business Day that is 21 months after the last Regular          
    Distribution Date on which full payment was made on that Defaulted Series G 
    Equipment Note prior to such default or acceleration, the Policy Provider   
    will pay the outstanding principal amount of that Defaulted Series G        
    Equipment Note and accrued and unpaid interest thereon at the Stated        
    Interest Rate for the Class G Certificates from the immediately preceding   
    Regular Distribution Date; or                                               

o   if a Defaulted Series G Equipment Note or any Collateral under (and as      
    defined in) the Indenture under which such Defaulted Series G Equipment Note
    was issued is disposed of in connection with the exercise of remedies (a    
    "Disposition"), the Policy Provider will pay, after giving effect to the    
    application of Disposition proceeds and, if such Disposition occurs prior to
    an election by the Policy Provider with respect to such Defaulted Series G  
    Equipment Note as described in the following paragraph, any Prior Funds, the
    amount, if any, required to reduce the Pool Balance of the Class G          
    Certificates by an amount equal to the outstanding principal amount of such 
    Defaulted Series G Equipment Note (less the amount of any Policy Drawings   
    previously paid by the Policy Provider in respect of principal on such      
    Defaulted Series G Equipment Note) plus accrued and unpaid interest on the  
    amount of such reduction at the Stated Interest Rate for the Class G        
    Certificates from the immediately preceding Regular Distribution Date.      

If there is no Disposition, instead of paying the full amount of principal and  
accrued and unpaid interest on a Defaulted Series G Equipment Note at the end of
the 21-month period referred to above, the Policy Provider may elect, after     
giving five days prior written notice to the Subordination Agent, instead to    
pay:                                                                            

o   an amount equal to the scheduled principal and interest payable but not paid
    on the Defaulted Series G Equipment Note (without regard to the acceleration
    thereof) during the 21-month period (after giving effect to the application 
    of funds received from the related Primary Liquidity Facility, the related  
    Primary Cash Collateral Account, or the Above-Cap Account, in each case with
    respect to such interest); and                                              

o   thereafter, on each Regular Distribution Date, an amount equal to the       
    scheduled principal and interest otherwise payable on the Defaulted Series G
    Equipment Note (without regard to any acceleration thereof and without      
    regard to any funds available under the related Primary Liquidity Facility, 
    the related Primary Cash Collateral Account or the Above-Cap Account) until 
    paid in full.                                                               

Notwithstanding an election by the Policy Provider to pay scheduled payments    
instead of accelerated payments as discussed above, the Policy Provider may, on 
any Business Day (which shall be a Special Distribution Date) elected by the    
Policy Provider upon 20 days notice, cause the Subordination Agent to make a    
drawing under the Policy for an amount equal to the then outstanding principal  
balance of the Defaulted Series G Equipment Note and accrued and unpaid interest
thereon from the immediately preceding Regular Distribution Date, less any      
policy drawings previously paid by the Policy Provider in respect of principal  
on such Defaulted Series G Equipment Note. Further, notwithstanding an election 
by the Policy Provider to pay scheduled payments instead of accelerated payments
as discussed above, upon the occurrence of a Policy                             

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                                           Provider Default, the Subordination Agent shall, on any Business Day elected by 
                                           the Subordination Agent upon 20 days notice to the Policy Provider, make a      
                                           drawing under the Policy for an amount equal to the then outstanding principal  
                                           balance of the Defaulted Series G Equipment Note and accrued and unpaid interest
                                           thereon from the immediately preceding Regular Distribution Date, less any      
                                           Policy drawings previously paid by the Policy Provider in respect of principal  
                                           on such Defaulted Series G Equipment Note.                                      

                                           At the end of the 21-month period referred to above, the Policy will, if not    
                                           already endorsed to so provide, be endorsed to provide for the payment to the   
                                           Primary Liquidity Provider with respect to the Class G Certificates of interest 
                                           accruing on all outstanding drawings under the related Primary Liquidity        
                                           Facility from and after the end of such 21-month period as and when such        
                                           interest becomes due in accordance with such Primary Liquidity Facility and any 
                                           drawings by the Primary Liquidity Provider in respect of such interest will be  
                                           honored by the Policy Provider. Any future amendments or modifications of the   
                                           Policy which would adversely affect the rights of the Primary Liquidity Provider
                                           will need the consent of the Primary Liquidity Provider.                        

                                           Accrued and unpaid interest payable by the Policy Provider on account of the    
                                           Defaulted Series G Equipment Notes will be calculated at the Stated Interest    
                                           Rate for the Class G Certificates.                                              

                                           The Policy will cover only the Class G Certificates, and the proceeds of any    
                                           Policy Drawing will be applied only to the outstanding balance of, and interest 
                                           distributions on, the Class G Certificates.                                     

                                           The Policy Provider will be entitled to be reimbursed for Policy Drawings as    
                                           described in "The Intercreditor Agreement - Priority of Distributions."         

Equipment Notes                                                                                                            

(a)  Issuer............................... Under each Indenture, American will issue Series G, Series C, and Series D      
                                           Equipment Notes, which will be acquired, respectively, by the Class G, Class C, 
                                           and Class D Trusts.                                                             

(b)  Interest............................. The Equipment Notes held in the Class G Trust will accrue interest at the rate  
                                           per annum for the Certificates issued by such Trust set forth on the cover page 
                                           of this Prospectus Supplement. The Equipment Notes held in the Class C and Class
                                           D Trusts will accrue interest at the rate per annum of % and %, respectively;   
                                           provided that the interest rates with respect to the new series C and new series
                                           D equipment notes issued as described in "Description of the Certificates --    
                                           Possible Refunding of Series C Equipment Notes and Series D Equipment Notes" may
                                           differ. Interest on the Equipment Notes will be payable on March 23, June 23,   
                                           September 23, and December 23 of each year, commencing on the first such date   
                                           after issuance of the Equipment Notes. Interest on the Series G Equipment Notes 
                                           will be calculated on the basis of the actual number of days elapsed over a     
                                           360-day year. Interest on the Series C and Series D Equipment Notes will be     
                                           calculated on the basis of a 360-day year consisting of twelve 30-day months.   
                                           LIBOR will be determined from time to time by the Reference Agent as described  
                                           in "Description of the Equipment Notes--Determination of LIBOR."                

(c) Principal............................. Amortizing Notes. Principal payments on the Series G and Series D Equipment     
                                           Notes are scheduled to be received in specified amounts on March 23, June 23,   
                                           September 23, and December 23 in certain years. See "Description of the         
                                           Certificates--Pool Factors."                                                    

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                                              Bullet Maturity Notes. The entire principal amount of the Series C Equipment    
                                              Notes is scheduled to be paid on September 23, 2007.                            

                                              The principal amounts and maturity dates of the new series C and series D       
                                              equipment notes issued as described in "Description of the Certificates --      
                                              Possible Refunding of Series C Equipment Notes and Series D Equipment Notes" may
                                              differ.                                                                         

(d) Redemption .............................. Aircraft Event of Loss. If an Event of Loss occurs with respect to an Aircraft, 
                                              all of the Equipment Notes issued with respect to such Aircraft will be         
                                              redeemed, unless such Aircraft, at American's election, is replaced by American 
                                              under the related Indenture. The redemption price in such case will be the      
                                              unpaid principal amount of such Equipment Notes, together with accrued interest 
                                              and, in the case of the Series G Equipment Notes, Break Amount, but without     
                                              Prepayment Premium or Make-Whole Amount. See "Description of the Equipment Notes
                                              -- Redemption."                                                                 

                                              Optional Redemption. American may elect to redeem at any time all of the        
                                              Equipment Notes of any Series issued with respect to an Aircraft prior to       
                                              maturity; provided that, except in connection with a refunding of the Series C  
                                              or Series D Equipment Notes, American may not redeem the Series C Equipment     
                                              Notes unless it has redeemed the Series G Equipment Notes, and may not redeem   
                                              the Series D Equipment Notes unless it has redeemed the Series G and Series C   
                                              Equipment Notes. The redemption price in such case will be the unpaid principal 
                                              amount of such Equipment Notes, together with accrued interest, plus, in the    
                                              case of the Series G Equipment Notes, Break Amount and Prepayment Premium, and, 
                                              in the case of the Series C and Series D Equipment Notes, Make-Whole Amount. See
                                              "Description of the Equipment Notes -- Redemption." In addition, American may   
                                              elect to redeem all of the Series C and Series D Equipment Notes without a      
                                              Make-Whole Amount in connection with a refunding as described in "Description of
                                              the Certificates -- Possible Refunding of Series C Equipment Notes and Series D 
                                              Equipment Notes."                                                               

(e) Security ................................ The Equipment Notes issued with respect to each Aircraft will be secured by a   
                                              security interest in such Aircraft.                                             

                                              The Equipment Notes will not be cross-collateralized. This means that the       
                                              Equipment Notes secured by an Aircraft will not be secured by any other         
                                              Aircraft. Any excess proceeds from the sale of an Aircraft or other exercise of 
                                              default remedies with respect to such Aircraft will not be available to cover   
                                              any shortfalls on the Equipment Notes relating to any other Aircraft.           

                                              By virtue of the Intercreditor Agreement, the Equipment Notes will be           
                                              effectively cross-subordinated. This means that payments received on a junior   
                                              series of Equipment Notes issued in respect of one Aircraft may be applied in   
                                              accordance with the priority of payment provisions set forth in the             
                                              Intercreditor Agreement to make distributions in respect of a more senior Class 
                                              of Certificates.                                                                

                                              There will not be cross-default provisions in the Indentures. This means that if
                                              the Equipment Notes issued with respect to one or more Aircraft are in default  
                                              and the Equipment Notes issued with respect to the remaining Aircraft are not in
                                              default, no remedies will be exercisable with respect to the remaining Aircraft.

(f) Section 1110 Protection ................. American's General Counsel will provide an opinion to the Trustees that the     
                                              benefits of Section 1110 of the Bankruptcy Code will be available with respect  
                                              to each of the Aircraft.                                                        

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Certain Federal Income Tax                                                                                                    
Consequences................................. The Trusts themselves will not be subject to federal income tax. Each           
                                              Certificate Owner of Class G Certificates should report on its federal income   
                                              tax return its pro rata share of the income from the Equipment Notes and other  
                                              property held by the Class G Trust. See "Certain Federal Income Tax             
                                              Consequences."                                                                  

Certain ERISA                                                                                                                 
Considerations............................... Each person who acquires a Certificate will be deemed to have represented that  
                                              either:                                                                         

                                              o   no assets of an employee benefit plan, or governmental or church plan or an 
                                                  individual retirement account or of any trust established under such a plan 
                                                  or account have been used to purchase such Certificate; or                  

                                              o   the purchase and holding of such Certificate by such person are exempt from 
                                                  the prohibited transaction restrictions of the Employee Retirement Income   
                                                  Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as 
                                                  amended, or any provision of similar law affecting any governmental or      
                                                  church plan, as applicable, pursuant to one or more prohibited transaction  
                                                  statutory or administrative exemptions.                                     

                                              See "Certain ERISA Considerations."                                             

Ratings of the Certificates.................. It is a condition to the issuance of the Class G Certificates that they be rated
                                              Aaa by Moody's and AAA by Standard & Poor's.                                    

                                              A rating is not a recommendation to purchase, hold, or sell Certificates; and   
                                              such rating does not address market price or suitability for a particular       
                                              investor. There can be no assurance that such ratings will not be lowered or    
                                              withdrawn by a Rating Agency. See "Risk Factors -- Risk Factors Relating to the 
                                              Certificates and the Offering -- Ratings of the Certificates."                  

Threshold Rating Requirements for                                                                   STANDARD                  
   the Liquidity Providers...................                          MOODY'S                       & POORS                  
                                                                       -------                      --------                  
                                                                         P-1                           A-1                    

Primary Liquidity Provider Rating............ The Primary Liquidity Provider meets the Threshold Rating requirement.          

Above-Cap Liquidity Provider                                                                                                  
    Rating................................... The Above-Cap Liquidity Provider meets the Threshold Rating requirement.        

                                                                                                    STANDARD                  
Policy Provider Rating.......................                          MOODY'S                       & POORS                  
                                                                       -------                      --------                  
                                              Financial Strength         Aaa                           AAA                    

Listing...................................... Application will be made to list the Class G Certificates on the Luxembourg     
                                              Stock Exchange. See "Luxembourg Listing ."                                      

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following table presents summary historical consolidated financial
data and certain operating data of American. We derived the annual historical   
financial data from American's audited consolidated financial statements and the
notes thereto. These audited consolidated financial statements are incorporated 
by reference in the Prospectus accompanying this Prospectus Supplement and      
should be read in conjunction therewith. We derived the consolidated financial  
data for the interim periods ended June 30, 2001 and 2002 from American's       
unaudited condensed consolidated financial statements. These unaudited condensed
consolidated financial statements are also incorporated by reference in the     
Prospectus accompanying this Prospectus Supplement and should be read in        
conjunction therewith. The data for such interim periods may not be indicative  
of results for the year as a whole. On April 9, 2001, American purchased        
substantially all of the assets of TWA. This acquisition was accounted for under
the purchase method of accounting and, accordingly, the operating results of TWA
since the date of the acquisition have been included in the summary consolidated
financial statements. The operating statistics of TWA LLC, the entity holding   
the assets acquired from TWA, are included in Operating Statistics for the      
period ended June 30, 2001 and beginning on April 10, 2001 and for the six      
months ended June 30, 2002, but are not included in Operating Statistics for the
years ended December 31, 1999, 2000, and 2001. In its Quarterly Reports on Form 
10-Q for the quarterly periods ended March 31, 2002 and June 30, 2002, American 
stated that it had adopted Statement of Financial Accounting Standards No. 142, 
"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 required American 
to discontinue amortizing its goodwill and route acquisition costs effective    
January 1, 2002, and requires American to test its goodwill and indefinite-lived
intangible assets (for American, route acquisition costs) for impairment.       
American completed its impairment analysis related to route acquisition costs in
the quarterly period ended March 31, 2002 resulting in no impairment charge.    
American has completed Step 1 of the goodwill impairment process, noting its net
book value was in excess of its fair value at January 1, 2002. As a result      
American is in the process of completing Step 2 of the goodwill impairment      
process which will allocate the newly determined fair value of American to each 
of its assets and liabilities. This allocation is expected to be completed in   
the quarterly period ending September 30, 2002 or December 31, 2002 and will    
likely result in a non-cash pre-tax charge of up to $1.3 billion to write-down  
American's goodwill. Such charge would be nonoperational in nature and would be 
reflected as a cumulative effect of an accounting change in the consolidated    
statement of operations. See "Where You Can Find More Information" in the       
Prospectus accompanying this Prospectus Supplement.                             

                                                        [Enlarge/Download Table]


                                                           SIX MONTHS ENDED JUNE 30,           YEAR ENDED DECEMBER 31,         
                                                           -------------------------  ---------------------------------------- 
                                                               2002         2001         2001           2000            1999   
                                                            ---------    ---------    ---------       ---------      --------- 
                                                                                                                               
STATEMENT OF OPERATIONS DATA (IN MILLIONS):                                                                                    
  Revenues:                                                                                                                    
    Passenger ...........................................   $   7,231    $   8,580    $  15,780       $  16,394      $  14,724 
    Cargo ...............................................         274          362          656             714            635 
    Other ...............................................         413          584        1,048           1,009            979 
  Operating expense(1) ..................................       9,271       10,239       19,758          16,873         15,318 
  Operating income (loss)(1) ............................      (1,353)        (713)      (2,274)          1,244          1,020 
  Other income (expense), net ...........................        (167)         (43)        (175)             38             34 
  Earnings (loss) before income taxes(1) ................      (1,520)        (756)      (2,449)          1,282          1,054 
  Net earnings (loss)(1) ................................   $  (1,028)   $    (489)   $  (1,562)      $     778      $     627 

OTHER DATA:                                                                                                                    

  Ratio of earnings to fixed charges(2) .................          --           --           --            2.07           1.95 

OPERATING STATISTICS(3):                                                                                                       

  Scheduled Service:                                                                                                           
    Available seat miles (millions)(4) ..................      84,047       88,021      153,035         161,030        161,211 
    Revenue passenger miles (millions)(5) ...............      59,197       61,640      106,224         116,594        112,067 
    Passenger load factor (%)(6) ........................        70.4%        70.0%        69.4%           72.4%          69.5%
    Passenger revenue yield per passenger                                                                                      
      mile (cents)(7) ...................................       12.22        13.92        13.28           14.06          13.14 
    Passenger revenue per available seat mile (cents) ...        8.60         9.75         9.22           10.18           9.13 
    Operating expenses per available seat mile (cents)(8)       11.03        10.97        11.14           10.48           9.50 
    Cargo ton miles (millions)(9) .......................         981        1,159        2,058           2,280          2,068 
    Cargo revenue yield per ton mile (cents) ............       27.93        31.27        30.24           31.31          30.70 

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                                                                    AT                     AT      
                                                                  JUNE 30,             DECEMBER 31,
                                                                   2001                   2002     
                                                                   ----                   ----     
                                                                                                   
BALANCE SHEET DATA:                                                        (IN MILLIONS)           
  Cash and short-term investments ...............................  $ 2,543              $ 2,973    
  Total assets ..................................................   30,353               30,477    
  Current liabilities ...........................................    7,169                7,173    
  Long-term debt, less current maturities .......................    7,165                6,530    
  Obligations under capital leases, less current obligations ....    1,331                1,396    
  Stockholder's equity ..........................................    4,480                5,479    

----------                                                                      

(1)      Operating expenses, operating income (loss), earnings (loss) before    
       income taxes, and net earnings (loss) for the year ended December 31,
   2001 and for the six months ended June 30, 2001 included an asset
   impairment charge of approximately $911 million and $586 million,
      respectively, relating to the write-down of the carrying value of 71
         Fokker 100 aircraft and related rotables to their estimated fair market
       value. In addition, such amounts for the year ended December 31, 2001
   include $827 million in compensation under the Air Transportation
        Safety and Stabilization Act recognized during the year ended December
       31, 2001 and approximately $337 million in special charges related to
   the terrorist attacks of September 11, 2001, primarily related to
 aircraft groundings, facility exit costs, and employee charges.

(2)      In April 2001, the Board of Directors of American approved the         
       guarantee by American of the existing debt obligations of its parent,
AMR Corporation. As of June 30, 2002, this guarantee covered  
     approximately $634 million of unsecured debt and approximately $573
       million of secured debt. The impact of these unconditional guarantees
       is not included in the above computation. Earnings were inadequate to
    cover fixed charges by $1,561 million and $830 million for the six
    months ended June 30, 2002 and June 30, 2001, respectively, and by
$2,584 million for the year ended December 31, 2001.          

(3)      The operating statistics of TWA Airlines LLC, the entity holding the   
        assets acquired from TWA, are included in Operating Statistics for the
        period ended June 30, 2001 and beginning on April 10, 2001 and for the
   six months ended June 30, 2002, but are not included in Operating
   Statistics for the years ended December 31, 1999, 2000, and 2001.

(4)      "Available seat miles" represents the number of seats available for    
      passengers multiplied by the number of scheduled miles the seats are
flown.                                                        

(5)      "Revenue passenger miles" represents the number of miles flown by      
revenue passengers in scheduled service.                      

(6)      "Passenger load factor" is calculated by dividing revenue passenger    
 miles by available seat miles, and represents the percentage of
aircraft seating capacity utilized.                           

(7)      "Passenger revenue yield per passenger mile" represents the average    
   revenue received from each mile a passenger is flown in scheduled
service.                                                      

(8)      Operating expenses per available seat mile for the six months ended    
     June 30, 2001 excludes an asset impairment charge recognized in the
       period then ended. Operating expenses per available seat mile for the
  year ended December 31, 2001 exclude an asset impairment charge,
        compensation under the Air Transportation Safety and Stabilization Act
       and special charges related to the terrorist attacks of September 11,
2001 recognized in the period then ended.                     

(9)      "Cargo ton miles" represents the tonnage of freight and mail carried   
multiplied by the number of miles flown.                      

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RISK FACTORS

       In addition to the matters set forth in the documents incorporated by
reference, you should carefully consider the following risk factors as well as  
other information contained in this Prospectus Supplement and the accompanying  
Prospectus.                                                                     

TERRORIST ATTACKS OF SEPTEMBER 11, 2001                                         

     LAST YEAR'S TERRORIST ATTACKS HAD, AND CONTINUE TO HAVE, A MATERIAL
ADVERSE IMPACT ON AMERICAN.                                                     

     On September 11, 2001, two of American's aircraft were hijacked and
destroyed in terrorist attacks on The World Trade Center in New York City and   
the Pentagon in northern Virginia. On the same day, two United Air Lines        
aircraft were also hijacked and used in terrorist attacks. In addition to the   
loss of all passengers and crew on board the aircraft, these attacks resulted in
untold deaths and injuries to persons on the ground and massive property damage.
In response to the terrorists attacks, the Federal Aviation Administration (the 
"FAA") issued a federal ground stop order on September 11, 2001, prohibiting all
flights to, from, and within the United States. Airports did not reopen until   
September 13, 2001 (except for Washington Reagan Airport, which was partially   
reopened on October 4, 2001). American was able to operate only a portion of its
scheduled flights for several days thereafter. When flights were permitted to   
resume, passenger traffic and yields on American's flights were significantly   
lower than prior to the attacks. As a result, following these attacks, American 
reduced its operating schedule to approximately eighty percent of the schedule  
it flew prior to September 11, 2001. In addition, as a result of its schedule   
reduction and the sharp fall-off in passenger traffic, American eliminated      
approximately 20,000 jobs.                                                      

     The terrorist attacks had, and continue to have, a material adverse
impact on American. The continued impact of the terrorist attacks of September  
11, 2001 on American and the sufficiency of its financial resources to absorb   
that impact will depend on a number of factors, including: (i) the magnitude and
duration of the adverse impact of the terrorist attacks on the economy in       
general, and the airline industry in particular; (ii) American's ability to     
reduce its operating costs and conserve its financial resources, taking into    
account any increased costs it will incur as a consequence of the attacks,      
including those referred to below; (iii) the higher costs associated with new   
airline security directives, including the impact of the Aviation and           
Transportation Security Act enacted in November 2001, and any other increased   
regulation of air carriers; (iv) the significantly higher costs of aircraft     
insurance coverage for future claims caused by acts of war, terrorism, sabotage,
hijacking, and other similar perils, and the extent to which such insurance will
continue to be available; (v) American's ability to raise additional financing  
and the cost of that financing; (vi) the price and availability of jet fuel, and
the availability to American of fuel hedges in light of current industry        
conditions; and (vii) the extent of the benefits received by American under the 
Air Transportation Safety and System Stabilization Act (the "Act"), taking into 
account any challenges to, and interpretations or amendments of, the Act or the 
regulations issued pursuant thereto. Additional terrorist attacks, even if not  
directed at the airline industry, or the fear of such attacks (which could      
escalate at times of international crisis or U.S. military involvement in       
overseas hostilities), could have a material adverse impact on American's       
business, financial position and results of operations and on the airline       
industry in general.                                                            

REDUCTIONS IN OUR RATINGS HAVE INCREASED OUR FINANCING COSTS. 

Since the events of September 11, 2001, Standard & Poor's has 
downgraded the corporate credit rating of American from BBB- to BB- and Moody's 
has downgraded the senior implied rating of American from Baa3 to B1. Both      
Standard & Poor's and Moody's have a negative outlook on these ratings. In      
addition, both Standard & Poor's and Moody's have downgraded American's senior  
unsecured credit ratings and the ratings of its outstanding pass through        
certificates and have negative outlooks on these ratings. These reductions in   
American's credit ratings have increased its borrowing costs. Any additional    
reductions in American's credit ratings could further increase its borrowing    
costs and might limit the availability of future financing.                     

     OUR INSURANCE COSTS HAVE INCREASED SUBSTANTIALLY AS A RESULT OF THE
SEPTEMBER 11, 2001 TERRORIST ATTACKS AND FURTHER INCREASES IN INSURANCE COSTS OR
REDUCTIONS IN COVERAGE COULD HAVE A MATERIAL ADVERSE IMPACT ON AMERICAN.        

      As a result of the terrorist attacks of September 11, 2001, aviation
insurers have significantly reduced the maximum amount of insurance coverage    
available to commercial air carriers for liability to persons other than        
employees or passengers for claims resulting from acts of terrorism, war, or    
similar events. At the same time, they significantly increased the premiums for 
such coverage and for aviation insurance in general. Pursuant to authority      
granted in the Act, the United States Government has supplemented American's    
commercial war-risk insurance with a third party liability policy to cover      
losses to persons other than employees or passengers. This coverage currently   
extends through October 16, 2002. If the commercial insurance carriers reduce   
further the amount of insurance coverage available to American or further       
significantly increase the cost of aviation insurance, or if the United         

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States Government fails to renew the war-risk insurance that it provides,       
American's business, financial position, and results of operations would be     
materially adversely affected.                                                  

CERTAIN OTHER RISK FACTORS RELATING TO AMERICAN                                 

       WE HAVE SUSTAINED SIGNIFICANT OPERATING LOSSES AND EXPECT TO CONTINUE
TO SUSTAIN SIGNIFICANT LOSSES IN 2002.                                          

       The terrorist attacks of September 11, 2001 and the weak domestic and
international economic conditions have materially adversely affected American's 
business and results of operations and the airline industry generally. On       
significantly reduced capacity since the events of September 11, 2001,          
American's revenues for the first six months of 2002 were down significantly    
year-over-year. For the six months ended June 30, 2002, American's revenue      
declined by 16.9% and its revenue per available seat mile decreased 11.8% on a  
capacity decrease of 4.5% compared to the six months ended June 30, 2001, which 
include the results of TWA LLC beginning on April 10, 2001. In addition to the  
residual effects of September 11, American's revenues continue to be negatively 
impacted by the economic slowdown (seen largely in business travel declines),   
the geographic distribution of American's network, reduced fares and increased  
competition. For the six months ended June 30, 2002 and the year ended December 
31, 2001, American had operating losses of $1,353 million and $2,274 million,   
respectively. See "Summary Historical Consolidated Financial and Operating      
Data," and for additional information, see our Report on Form 10-Q for the      
quarter ended June 30, 2002 and our Report on Form 10-K for the year ended      
December 31, 2001. See "Presentation of Information" in this Prospectus         
Supplement and "Where You Can Find More Information" in the accompanying        
Prospectus.                                                                     

In response to weak demand and reduced yields in domestic and 
international air travel, and perceived structural changes in the domestic      
airline industry, on August 13, 2002 American announced a series of short- and  
long-term initiatives to reduce its costs, reduce capacity, simplify its        
aircraft fleet, and enhance productivity. These initiatives include, among other
things, "de-peaking" of American's Dallas/Fort Worth International Airport hub  
(following the de-peaking of its Chicago hub in April 2002) by scheduling       
flights into and out of the hub more continuously, with flights spread out more 
evenly through the day; gradually phasing out operation of its 74-aircraft      
Fokker F-100 aircraft fleet; and reducing capacity by nine percent by November  
2002 from that in the summer of 2002. By de-peaking its Dallas/Fort Worth and   
Chicago hubs American believes it can more productively use its employees,      
gates, and aircraft. In addition, American announced that it would reduce by    
March 2003 an estimated 7,000 jobs to realign its workforce with the planned    
capacity reductions, fleet simplification, and hub restructurings. American     
subsequently announced that it expects full year capacity for 2003 to be down   
over three percent from 2002, giving effect to the capacity reduction described 
above. American expects that job reductions and the changes in its aircraft     
fleet will result in special charges in the third quarter and potentially the   
fourth quarter of 2002. Additional charges may be taken in future periods in    
connection with these or other initiatives. Although American expects these     
initiatives to improve efficiency and reduce operating costs, there can be no   
assurance that these initiatives will be successful or sufficient.              

       Given the revenue pressures seen in the first half of 2002, which are
expected to continue through at least the remainder of the year, American       
expects to incur significant losses in the three months ended September 30, 2002
and for the full year 2002. In addition, as described under "Summary Historical 
Consolidated Financial and Operating Data," in the third or fourth quarter of   
2002, American will likely record a one-time, non-cash pre-tax charge of up to  
$1.3 billion to write down its goodwill.                                        

         WE EXPECT THAT WE WILL NEED TO CONTINUE TO RAISE SIGNIFICANT ADDITIONAL
FINANCING.                                                                      

       In the aftermath of the events of September 11, 2001, American raised
substantial amounts of funding to finance capital commitments and day-to-day    
operations. American expects that it will need to continue to raise significant 
additional financing in the future to cover its liquidity needs. Although       
American has a substantial amount of unencumbered aircraft and non-aircraft     
assets, there is no guarantee that it will be able to use those assets for      
financing activities or that those assets will maintain their current market    
value. To the extent American may be unable to access the capital markets for   
long-term capital spending requirements or short-term liquidity needs, or       
American's financing costs continue to increase, including as a result of       
further ratings downgrades, American's business, financial position and results 
of operations would be materially adversely impacted.                           

THE AIRLINE INDUSTRY HAS SUFFERED SIGNIFICANT LOSSES; AIRLINE 
BANKRUPTCIES COULD ADVERSELY AFFECT THE INDUSTRY.                               

     As a result of weak domestic and international economic conditions,
reduced fares, and the terrorist attacks of September 11, 2001, the airline     
industry as a whole suffered significant losses in 2001 and the first two       
quarters of 2002 and is expected to suffer significant losses for all of 2002.  
Many airlines, in addition to American, have announced reductions in capacity,  
service and workforce in response to the industry-wide reductions in passenger  
demand and yields. In addition, since September 11, 2001 several air carriers   
have sought to reorganize under Chapter 11 of the United States Bankruptcy Code,
including U.S. Airways, the seventh                                             

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largest domestic air carrier. More recently, United Air Lines, Inc. (the second 
largest domestic air carrier) has publicly stated that, if it is not able to    
realize substantial cost savings from its current cost savings initiatives, it  
may be forced to reorganize under the Bankruptcy Code. Successful completion of 
such reorganizations could present American with competitors with significantly 
lower operating costs derived from labor, supply, and financing contracts       
renegotiated under the protection of the Bankruptcy Code. In addition,          
historically, air carriers involved in reorganizations have undertaken          
substantial fare discounting in order to maintain cash flows and to enhance     
continued customer loyalty. Such fare discounting could further lower yields for
all carriers, including American. Further, the market value of aircraft,        
including the Aircraft, would likely be negatively impacted if a number of air  
carriers, including U.S. Airways and United Air Lines, Inc., seek to reduce     
capacity by eliminating aircraft from their fleets. See "Risk Factors -- Risk   
Factors Relating to the Certificates and the Offering --Appraisals and          
Realizable Value of Aircraft."                                                  

RISK FACTORS RELATING TO THE CERTIFICATES AND THE OFFERING                      

APPRAISALS AND REALIZABLE VALUE OF AIRCRAFT                   

Three independent appraisal and consulting firms have prepared
appraisals of the Aircraft. The appraisal letters provided by these firms are   
annexed to this Prospectus Supplement as Appendix II. Such appraisals, which are
based on the base value of the Aircraft, rely on varying assumptions and        
methodologies (which may differ among the appraisers), and may not reflect      
current market conditions that could affect the current market value of the     
Aircraft. Base value is the theoretical value for an aircraft that assumes a    
balanced market, while current market value is the value for an aircraft in the 
actual market. The appraisals were prepared without a physical inspection of the
Aircraft. Appraisals that are based on other assumptions and methodologies may  
result in valuations that are materially different from those contained in such 
appraisals.                                                                     

    The values of the Aircraft have been negatively affected, at least
temporarily, by the effects of September 11, 2001 referred to under " --        
Terrorist Attacks of September 11, 2001." Two of the appraisals contain         
disclaimers as to the effect of the events of September 11, 2001 on the market  
for, and prices of, commercial aircraft. American believes the current market   
values of the Aircraft at this time are lower than the base values reflected in 
the appraisals. See "Description of the Aircraft and the Appraisals -- The      
Appraisals."                                                                    

    An appraisal is only an estimate of value. It does not necessarily
indicate the price at which an aircraft may be purchased from the aircraft      
manufacturer. Nor should an appraisal be relied upon as a measure of realizable 
value. The proceeds realized upon a sale of any Aircraft may be less than its   
appraised value. The value of an Aircraft if remedies are exercised under the   
applicable Indenture will depend on various factors, including:                 

o market and economic conditions;                             

o the supply of similar aircraft;                             

o the availability of buyers;                                 

o the condition of the Aircraft; and                          

o whether the Aircraft are sold separately or as a block.     

       Accordingly, we cannot assure you that the proceeds realized upon any
such exercise of remedies would be sufficient to satisfy in full payments due on
the Equipment Notes relating to such Aircraft or the full amount of             
distributions expected on the Certificates. See "-- Certain Other Risk Factors  
Relating to American --The Airline Industry Has Suffered Substantial Losses."   

REPOSSESSION                                                  

    There will be no general geographic restrictions on our ability to
operate the Aircraft. Although we do not currently intend to do so, we will be  
permitted to register the Aircraft in certain foreign jurisdictions and to lease
the Aircraft to unrelated parties. It may be difficult, time-consuming and      
expensive for the Loan Trustee to exercise its repossession rights if an        
Aircraft is located outside the United States, is registered in a foreign       
jurisdiction or is leased to a foreign or domestic operator. Additional         
difficulties may exist when a lessee is the subject of a bankruptcy, insolvency,
or similar event.                                                               

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         In addition, certain jurisdictions may allow for certain other liens or
other third party rights to have priority over the related Loan Trustee's       
security interest in an Aircraft. As a result, the benefits of the related Loan 
Trustee's security interest in an Aircraft may be less than they would be if    
such Aircraft were located or registered in the United States.                  

PRIORITY OF DISTRIBUTIONS; SUBORDINATION                      

        Under the Intercreditor Agreement, the Primary Liquidity Provider will
receive payment of all amounts owed to it (including reimbursement of drawings  
made to pay interest on more junior Classes of Certificates) before the holders 
of any Class of Certificates receive any funds and the Policy Provider will     
receive payments of Policy Provider Obligations owed to it before the holders of
Class C and Class D Certificates receive any funds. In addition, in certain     
default situations the Subordination Agent and the Trustees will receive certain
payments before the holders of any Class of Certificates receive distributions. 
See "Description of the Intercreditor Agreement -- Priority of Distributions."  

      Certain Classes of Certificates are subordinated to other Classes in
rights to distributions. See "Description of the Certificates -- Subordination."
Consequently, a payment default under any Equipment Note or a Triggering Event  
may cause the distribution to more senior Classes of Certificates of payments   
received on one or more junior series of Equipment Notes. If this should occur, 
the interest accruing on the remaining Equipment Notes may be less than the     
amount of interest expected to be distributed on the remaining Certificates of  
more junior Classes. This is because the interest that Certificates of junior   
Classes are expected to receive may accrue at a higher rate than interest on the
remaining Equipment Notes. As a result of this possible interest shortfall, the 
holders of one or more junior Classes of Certificates may not receive the full  
amount expected after a payment default under any Equipment Note even if all    
Equipment Notes are eventually paid in full.                                    

        However, if American is in bankruptcy or other specified defaults have
occurred but American is continuing to meet certain of its payment obligations  
and the applicable loan to Aircraft value tests are met, the subordination      
provisions applicable to the Certificates permit distributions to be made to    
junior Certificates prior to making distributions in full on more senior        
Certificates.                                                                   

CONTROL OVER COLLATERAL; SALE OF COLLATERAL                   

    If an Indenture Event of Default is continuing, subject to certain
conditions, the Loan Trustee under the related Indenture will be directed by the
Controlling Party in exercising remedies under such Indenture, including        
accelerating the applicable Equipment Notes or foreclosing the lien on the      
Aircraft securing such Equipment Notes. See "Description of the Certificates -- 
Indenture Events of Default and Certain Rights upon an Indenture Event of       
Default."                                                                       

        Subject to the following paragraph, at any time prior to the time that
Final Distributions have been fully paid to the holders of the Class G          
Certificates and/or at any time when any obligations payable to the Policy      
Provider under the Intercreditor Agreement remain outstanding, so long as no    
Policy Provider Default has occurred and is continuing, the Policy Provider will
be the Controlling Party; at any other time the Controlling Party will be:      

        o    if Final Distributions have not been fully paid to the holders of
the Class G Certificates, the Class G Trustee;      

    o    if Final Distributions have been fully paid to the holders of
       Class G Certificates, but not to the holders of the Class C
Certificates, the Class C Trustee; and              

    o    if Final Distributions have been fully paid to the holders of
Class C Certificates, the Class D Trustee.          

     Under certain circumstances, and notwithstanding the foregoing, the
Primary Liquidity Provider with the greatest amount owed to it will be the      
Controlling Party. However, if the Policy Provider pays the Primary Liquidity   
Provider all outstanding drawings and interest thereon owing to the Primary     
Liquidity Provider under the Primary Liquidity Facilities, then, so long as no  
Policy Provider Default has occurred and is continuing, the Policy Provider will
have the right to become (or remain) the Controlling Party.                     

During the continuation of any Indenture Event of Default, the
Controlling Party may accelerate the Equipment Notes issued under the related   
Indenture and sell such Equipment Notes or the related Aircraft, subject to     
certain limitations. See "Description of the Intercreditor Agreement --         
Intercreditor Rights -- Sale of Equipment Notes or Aircraft." The market for    
Equipment Notes during any Indenture Event of Default may be very limited, and  
we cannot assure you as to whether they could be sold or the price at which they
could be sold. If the Controlling Party sells any Equipment Notes for less than 
their outstanding principal amount, certain Certificateholders will receive a   
smaller amount of principal distributions than anticipated and will not have any
claim for the shortfall                                                         

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against us, any Trustee, or the Policy Provider (except, with respect to holders
of the Class G Certificates, as described in "Description of the Policy and the 
Policy Provider Agreement--The Policy").                                        

         In addition, the Equipment Notes will not be cross-collateralized. This
means that the Equipment Notes secured by an Aircraft will not be secured by any
other Aircraft. Accordingly, any proceeds realized from the sale of an Aircraft 
or other exercise of default remedies with respect to such Aircraft in excess of
the principal amount of the Equipment Notes related to such Aircraft will not be
available to cover shortfalls, if any, on the Equipment Notes relating to any   
other Aircraft. See "Description of the Equipment Notes -- Remedies."           

RATINGS OF THE CERTIFICATES                                   

        It is a condition to the issuance of the Class G Certificates that the
Class G Certificates be rated not lower than Aaa by Moody's Investors Service,  
Inc. ("Moody's") and AAA by Standard & Poor's Ratings Services, a division of   
The McGraw-Hill Companies, Inc. ("Standard & Poor's," and together with Moody's,
the "Rating Agencies"). A rating is not a recommendation to purchase, hold, or  
sell Certificates; and such rating does not address market price or suitability 
for a particular investor. A rating may not remain for any given period of time 
and may be lowered or withdrawn entirely by a Rating Agency if in its judgment  
circumstances in the future (including the downgrading of American, the Policy  
Provider, the Primary Liquidity Provider, or the Above-Cap Liquidity Provider)  
so warrant.                                                                     

  The rating of the Class G Certificates is based primarily on the
default risk of the Policy Provider. The ratings of the Class G Certificates    
address the likelihood of timely distribution of interest when due on the Class 
G Certificates and the ultimate distribution of principal on the Class G        
Certificates by their Final Legal Distribution Date. Such ratings do not address
the possibility of certain defaults, voluntary redemptions, or other            
circumstances (such as a loss event to an Aircraft) which could result in the   
distribution of the outstanding principal amount of the Class G Certificates    
prior to their Final Legal Distribution Date. See "Description of the           
Certificates."                                                                  

The reduction, suspension, or withdrawal of the ratings of the
Certificates will not, by itself, constitute an Event of Default.               

      NO PROTECTION AGAINST HIGHLY LEVERAGED OR EXTRAORDINARY TRANSACTIONS

     The Certificates, the Equipment Notes and the underlying agreements
will not contain any financial or other covenants or "event risk" provisions    
protecting the Certificateholders in the event of a highly leveraged or other   
extraordinary transaction affecting American or its affiliates.                 

LIMITED ABILITY TO RESELL THE CERTIFICATES                    

         Prior to this offering, there has been no public market for the Class G
Certificates. Although an application will be made to list the Class G          
Certificates on the Luxembourg Stock Exchange, no assurance can be given that   
such application will be granted. Except for the listing of the Class G         
Certificates on the Luxembourg Stock Exchange, neither American nor any Trust   
intends to apply for listing of such Certificates on any securities exchange or 
otherwise. The Underwriters may assist in resales of such Certificates, but they
are not required to do so. A secondary market for the Class G Certificates may  
not develop. If a secondary market does develop, it might not continue or it    
might not be sufficiently liquid to allow you to resell any of your Class G     
Certificates. If an active public market does not develop, the market price and 
liquidity of the Class G Certificates may be adversely affected.                

RISK FACTORS RELATING TO THE POLICY PROVIDER                                    

    THE IMPACT OF ANY DECLINE IN THE FINANCIAL CONDITION OF THE POLICY
PROVIDER                                                                        

       The "AAA" rating by Standard & Poor's and the "Aaa" rating by Moody's
of the Class G Certificates are based, primarily, on the existence of the Policy
insuring the complete and timely distribution when scheduled of interest with   
respect to the Class G Certificates on each Regular Distribution Date and the   
distribution of principal on or (under certain circumstances) before the Final  
Legal Distribution Date. Any decline in the financial condition of the Policy   
Provider or the insolvency of the Policy Provider may result in the downgrade of
the foregoing ratings of the Class G Certificates and may impair the ability of 
the Policy Provider to make payments to the holders of the Class G Certificates 
pursuant to the Policy. In addition, in the event of the insolvency of the      
Policy Provider, under insurance insolvency proceedings it is possible that the 
Subordination Agent would be unable to recover the full amount scheduled under  
the Class G Certificates on its unsecured claim against the Policy Provider. For
information on the financial                                                    

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information generally available with respect to the Policy Provider, see        
"Description of the Policy Provider" and "Description of the Policy and the     
Policy Provider Agreement -- The Policy."                                       

THE LIMITED NATURE OF THE POLICY                              

The Policy's support of interest distributions and principal  
distributions will be limited to the Class G Certificates and, as a result, the 
Policy will only run to the benefit of the holders of the Class G Certificates. 
Although drawings under the Policy for interest distributions may be made when  
interest is scheduled for distribution, drawings for principal distributions may
not, except in certain circumstances, be made until the Final Legal Distribution
Date for the Class G Certificates. The Policy provides no coverage for the Class
C or Class D Certificates.                                                      

THE POLICY PROVIDER AS A CONTROLLING PARTY                    

         Unless a Policy Provider Default has occurred, the Policy Provider will
operate as the Controlling Party at any time prior to the time that Final       
Distributions have been fully paid to the holders of the Class G Certificates   
and at any time when any obligations payable to the Policy Provider under the   
Intercreditor Agreement remain outstanding (unless the Primary Liquidity        
Provider has the right to become the Controlling Party). As the Controlling     
Party, the Policy Provider will have the ability, subject to certain            
limitations, to direct the Subordination Agent in the exercise of all remedies, 
including the ability to direct the Subordination Agent to sell any or all of   
the Equipment Notes or to instruct the Loan Trustee under the applicable        
Indenture to accelerate the Equipment Notes issued under such Indenture and to  
foreclose upon the lien created thereunder. As the Controlling Party, the Policy
Provider will be in a position to take actions that are beneficial to the Policy
Provider and the holders of the Class G Certificates but detrimental to the     
holders of the Class C or Class D Certificates.                                 

 THE COMPANY

       American, the principal subsidiary of AMR Corporation, was founded in
1934. On April 9, 2001, American purchased substantially all of the assets and  
assumed certain liabilities of TWA, the eighth largest United States air        
carrier. American (including TWA) is the largest scheduled passenger airline in 
the world. American provides scheduled jet service to numerous destinations     
throughout North America, the Caribbean, Latin America, Europe, and the Pacific.
American is also one of the largest scheduled air freight carriers in the world,
providing a full range of freight and mail services to shippers throughout its  
system. The postal address for American's principal executive offices is P.O.   
Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616 (Telephone:             
817-963-1234).                                                                  

DESCRIPTION OF THE POLICY PROVIDER

GENERAL                                                                         

    The information set forth in this section, including any financial
statements incorporated by reference herein, has been provided by MBIA Insurance
Corporation ("MBIA" or the "Policy Provider") for inclusion in this Prospectus  
Supplement, and such information has not been independently verified by         
American, the Underwriters, the Trustees, the Primary Liquidity Provider, or the
Above-Cap Liquidity Provider. Accordingly, notwithstanding anything to the      
contrary herein, none of American, the Underwriters, the Trustees, the Primary  
Liquidity Provider, or the Above-Cap Liquidity Provider assumes any             
responsibility for the accuracy, completeness, or applicability of such         
information.                                                                    

     MBIA is the principal operating subsidiary of MBIA Inc., a New York
Stock Exchange listed company (the "Parent Company"). The Parent Company is not 
obligated to pay the debts of or claims against MBIA. MBIA is domiciled in the  
State of New York and licensed to do business in and subject to regulation under
the laws of all 50 states, the District of Columbia, the Commonwealth of Puerto 
Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands of   
the United States and the Territory of Guam. MBIA has three branches, one in the
Republic of France, one in the Republic of Singapore and one in the Kingdom of  
Spain. New York has laws prescribing minimum capital requirements, limiting     
classes and concentrations of investments, and requiring the approval of policy 
rates and forms. State laws also regulate the amount of both the aggregate and  
individual risks that may be insured, the payment of dividends by MBIA, changes 
in control, and transactions among affiliates. Additionally, MBIA is required to
maintain contingency reserves on its liabilities in certain amounts and for     
certain periods of time.                                                        

MBIA does not accept any responsibility for the accuracy or   
completeness of this Prospectus Supplement or any information or disclosure     
contained herein, or omitted herefrom, other than with respect to the accuracy  
of the information regarding the Policy                                         

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Provider set forth under the heading "Description of the Policy Provider" or    
incorporated by reference herein. Additionally, MBIA makes no representation    
regarding the Certificates or the advisability of investing in the Certificates.

       The Policy is not covered by the Property/Casualty Insurance Security
Fund specified in Article 76 of the New York Insurance Law.                     

MBIA FINANCIAL INFORMATION                                                      

         The following documents filed by the Parent Company with the Securities
and Exchange Commission are incorporated herein by reference:                   

        (1) the Parent Company's Annual Report on Form 10-K for the year ended
December 31, 2001; and                                

        (2) the Parent Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.                                  

       Any documents filed by the Parent Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus       
Supplement and prior to the termination of the offering of the Certificates     
shall be deemed to be incorporated by reference in this Prospectus Supplement   
and to be a part hereof. Any statement contained in a document incorporated or  
deemed to be incorporated by reference herein, or contained in this Prospectus  
Supplement, shall be deemed to be modified or superseded for purposes of this   
Prospectus Supplement to the extent that a statement contained herein or in any 
other subsequently filed document which also is or is deemed to be incorporated 
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus Supplement.                             

The consolidated financial statements of MBIA, a wholly owned 
subsidiary of the Parent Company and its subsidiaries as of December 31, 2001   
and December 31, 2000 and for each of the three years in the period ended       
December 31, 2001, prepared in accordance with generally accepted accounting    
principles, included in the Annual Report on Form 10-K of the Parent Company for
the year ended December 31, 2001 and the consolidated financial statements of   
MBIA and its subsidiaries as of June 30, 2002 and for the six month period ended
June 30, 2002 and June 30, 2001 included in the Quarterly Report on Form 10-Q of
the Parent Company for the period ended June 30, 2002, are hereby incorporated  
by reference into this prospectus supplement and shall be deemed to be a part   
hereof. All financial statements of MBIA and its subsidiaries included in       
documents filed by the Parent Company pursuant to Section 13(a), 13(c), 14, or  
15(d) of the Exchange Act subsequent to the date of this Prospectus Supplement  
and prior to the termination of the offering of the Certificates shall be deemed
to be incorporated by reference into this Prospectus Supplement and to be a part
hereof from the respective dates of filing such documents.                      

  The Parent Company files annual, quarterly, and special reports,
information statements and other information with the Commission under File No. 
1-9583. Copies of the Commission filings (including (1) the Parent Company's    
Annual Report on Form 10-K for the year ended December 31, 2001 and (2) the     
Parent Company's Quarterly Reports on Form 10-Q for the quarter ended June 30,  
2002) are available (i) over the Internet at the Commission's web site at       
http://www.sec.gov; (ii) at the SEC's public reference room in Washington D.C.; 
and (iii) at no cost, upon request to MBIA Insurance Corporation, 113 King      
Street, Armonk, New York 10504. The telephone number of MBIA is (914) 273-4545. 

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 The tables below present selected financial information of MBIA
determined in accordance with statutory accounting practices prescribed or      
permitted by insurance regulatory authorities ("SAP") as well as generally      
accepted accounting principles ("GAAP"):                                        

                                                                [Download Table]


                                                     SAP             
                                         ----------------------------
                                         December 31,      June 30,  
                                             2001            2002    
                                         ------------      --------  
                                          (Audited)       (Unaudited)
                                                 (in millions)       
                                                                     
Admitted Assets                            $8,545            $8,690  
Liabilities                                 5,688             5,742  
Capital and Surplus                         2,857             2,948  


                                                                [Download Table]


                                                     GAP             
                                         ----------------------------
                                         December 31,      June 30,  
                                             2001            2002    
                                         ------------      --------  
                                          (Audited)       (Unaudited)
                                                 (in millions)       
                                                                     

Assets                                    $ 9,460          $ 9,731   
Liabilities                                 4,234            4,187   
Shareholder's Equity                        5,226            5,544   

FINANCIAL STRENGTH RATINGS OF MBIA                                              

Moody's rates the financial strength of MBIA "Aaa."           

Standard & Poor's rates the financial strength of MBIA "AAA." 

    Each rating of MBIA should be evaluated independently. The ratings
reflect the respective rating agency's current assessment of the                
creditworthiness of MBIA and its ability to pay claims on its policies of       
insurance. Any further explanation as to the significance of the above ratings  
may be obtained only from the applicable rating agency.                         

     The above ratings are not recommendations to buy, sell, or hold any
Certificates, and such ratings may be subject to revision or withdrawal at any  
time by the rating agencies. Any downward revision or withdrawal of any of the  
above ratings may have an adverse effect on the market price of any             
Certificates. MBIA does not guaranty the market price of any Certificates nor   
does it guaranty that the ratings on the Class G Certificates will not be       
revised or withdrawn.                                                           

 USE OF PROCEEDS

      The proceeds from the sale of the Certificates of each Trust will be
used to purchase the Equipment Notes to be held by such Trust. American will use
the proceeds from the sale of the Equipment Notes for general corporate         
purposes.                                                                       

 DESCRIPTION OF THE CERTIFICATES

        The following summary of particular material terms of the Certificates
supplements (and, to the extent inconsistent therewith, replaces) the           
description of the general terms and provisions of the Certificates set forth in
the Prospectus accompanying this Prospectus Supplement. The summary does not    
purport to be complete and is qualified in its entirety by reference to all of  
the provisions of the Basic Agreement, the Certificates, the Trust Supplements, 
the Liquidity Facilities, the Intercreditor Agreement, and the Policy, each of  
which will be filed as an exhibit to a Current Report on Form 8-K to be filed by
American with the Securities and Exchange Commission (the "Commission").        

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          Except as otherwise indicated, the following summary relates to each
of the Trusts and the Certificates issued by each Trust. The terms and          
conditions governing each of the Trusts will be substantially the same, except  
as described under "-- Subordination" below and elsewhere in this Prospectus    
Supplement and except that the principal amount and scheduled principal         
repayments of the Equipment Notes held by each Trust and the interest rate and  
maturity date of the Equipment Notes held by each Trust will differ. The        
references to Sections in parentheses in the following summary are to the       
relevant Sections of the Basic Agreement unless otherwise indicated.            

GENERAL                                                                         

           Each Pass Through Certificate (collectively, the "Certificates") will
represent a fractional undivided interest in one of the three American Airlines 
2002-1 Pass Through Trusts: the "Class G Trust," the "Class C Trust," and the   
"Class D Trust," and, collectively, the "Trusts." The Trusts will be formed     
pursuant to a pass through trust agreement between American and State Street    
Bank and Trust Company of Connecticut, National Association, as trustee (the    
"Basic Agreement"), and three separate supplements thereto (each, a "Trust      
Supplement" and, together with the Basic Agreement, collectively, the "Pass     
Through Trust Agreements"). The trustee under the Class G Trust, the Class C    
Trust, and the Class D Trust is referred to herein respectively as the "Class G 
Trustee," the "Class C Trustee," and the "Class D Trustee," and collectively as 
the "Trustees." The Certificates to be issued by the Class G Trust, the Class C 
Trust, and the Class D Trust are referred to herein respectively as the "Class G
Certificates," the "Class C Certificates," and the "Class D Certificates." The  
Class G Trust will purchase Series G Equipment Notes, the Class C Trust will    
purchase Series C Equipment Notes, and the Class D Trust will purchase Series D 
Equipment Notes. The holders of the Class G Certificates, the Class C           
Certificates, and the Class D Certificates are referred to herein respectively  
as the "Class G Certificateholders," the "Class C Certificateholders," and the  
"Class D Certificateholders," and collectively as the "Certificateholders." The 
sum of the initial principal balance of the Equipment Notes held by each Trust  
will equal the original aggregate face amount of the Certificates of such Trust.

        Each Certificate will represent a fractional undivided interest in
the Trust created by the Basic Agreement and the applicable Trust Supplement    
pursuant to which such Certificate is issued. (Section 2.01) The property of    
each Trust (the "Trust Property") will consist of:                              

     o   subject to the Intercreditor Agreement, the Equipment Notes
             acquired by such Trust, all monies at any time paid thereon and
all monies due and to become due thereunder;      

    o   the rights of such Trust under the Intercreditor Agreement
        (including all rights to receive monies and other property
payable thereunder);                              

         o   for the Class G and Class C Trusts, monies receivable under the
Primary Liquidity Facility for such Trust;        

      o   for the Class G Trust, monies receivable under the Above-Cap
Liquidity Facility;                               

        o   for the Class G Trust, monies receivable under the Policy; and

        o   funds from time to time deposited with the Trustee in accounts
relating to such Trust.                           

         The Certificates represent interests in the respective Trusts only,
and all payments and distributions thereon will be made only from the Trust     
Property of the related Trust. (Section 3.09) The Certificates do not represent 
indebtedness of the Trusts, and references in this Prospectus Supplement to     
interest accruing on the Certificates are included for purposes of computation  
only. The Certificates do not represent an interest in or obligation of         
American, the Trustees, the Subordination Agent, any of the Loan Trustees, or   
any affiliate of any thereof. Each Certificateholder by its acceptance of a     
Certificate agrees to look solely to the income and proceeds from the Trust     
Property of the related Trust for payments and distributions on such            
Certificates.                                                                   

       The Certificates of each Trust will be issued in fully registered
form only. The Class G Certificates will be subject to the provisions described 
below under "-- Book-Entry Registration; Delivery and Form." The Class G        
Certificates will be issued only in minimum denominations of $1,000 and integral
multiples in excess thereof, except that one Class G Certificate may be issued  
in a different denomination. (Section 3.01)                                     

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DISTRIBUTIONS OF PAYMENTS ON EQUIPMENT NOTES                                    

           The following description of distributions on the Certificates should
be read in conjunction with the description of the Intercreditor Agreement      
because the Intercreditor Agreement may alter the following provisions in a     
default situation. See "-- Subordination" and "Description of the Intercreditor 
Agreement."                                                                     

          Payments of principal, Break Amount (if any), Prepayment Premium (if
any), Make-Whole Amount (if any), and interest on the Equipment Notes or with   
respect to other Trust Property held in each Trust will be distributed by the   
Trustee to Certificateholders of such Trust on the date receipt of such payment 
is confirmed, except in the case of certain types of Special Payments.          

           The Equipment Notes held in the Class G Trust will accrue interest at
the applicable rate per annum for Certificates to be issued by such Trust set   
forth on the cover page of this Prospectus Supplement. The Equipment Notes held 
in the Class C Trust will initially accrue interest at the rate per annum of %  
and the Equipment Notes held in the Class D Trust will initially accrue interest
at the rate per annum of %; provided that the interest rates with respect to the
new series C equipment notes and new series D equipment notes issued as         
described in "-- Possible Refunding of Series C Equipment Notes and Series D    
Equipment Notes" may differ. Interest on the Equipment Notes will be payable    
quarterly on March 23, June 23, September 23, and December 23 of each year,     
commencing on the first such date after the issuance of the Certificates. Such  
interest payments will be distributed to Certificateholders of such Trust on    
each such date until the final Distribution Date for such Trust, subject to the 
Intercreditor Agreement. Interest on the Series G Equipment Notes will be       
calculated on the basis of the actual number of days elapsed over a 360-day     
year. Interest on the Series C and Series D Equipment Notes will be calculated  
on the basis of a 360-day year consisting of twelve 30-day months.              

         Interest payable on the Series G Equipment Notes will be determined
based on LIBOR. LIBOR for the period commencing on and including the initial    
issuance date of the Certificates (the "Issuance Date") and ending on but       
excluding the first Equipment Note payment date (the "Initial Interest Period") 
will be determined on the second London Banking Day preceding the Issuance Date 
as the rate for deposits in U.S. dollars for a period of three months that      
appears on the display designated as page "3750" on the Telerate Monitor. See   
"Description of the Equipment Notes--Determination of LIBOR" for an explanation 
of how LIBOR is to be determined for each Interest Period after the Initial     
Interest Rate Period.                                                           

        As promptly as practicable after the determination of LIBOR for an
Interest Period under the Reference Agency Agreement, the Reference Agent will  
give notice of such determination of LIBOR to American, the Trustees, the Loan  
Trustees, the Subordination Agent, the Primary Liquidity Provider, the          
Underwriters, the Above-Cap Liquidity Provider and the Policy Provider.         
Certificateholders may obtain such information from the Trustee or otherwise in 
the statements included with each distribution of a Scheduled Payment or Special
Payment.                                                                        

           Distributions of interest applicable to the Certificates to be issued
by each of the Class G and Class C Trusts will be supported by a separate       
Primary Liquidity Facility and, in the case of the Class G Certificates, by the 
Above-Cap Liquidity Facility, to be provided by the applicable Liquidity        
Provider for the benefit of the holders of the applicable Class of Certificates,
which together are expected to provide an aggregate amount sufficient to        
distribute interest on the Pool Balance thereof at the Stated Interest Rate for 
such Trust on up to six successive Regular Distribution Dates (without regard to
any future distributions of principal on such Certificates). Neither the Primary
Liquidity Facility nor the Above-Cap Liquidity Facility for any Class of        
Certificates provides for drawings thereunder to pay for principal of or Break  
Amount or Prepayment Premium (in the case of the Class G Certificates) or       
Make-Whole Amount (in the case of the Class C Certificates) on the Certificates 
of such Class, any interest with respect to the Certificates of such Class in   
excess of the Stated Interest Rate, or, notwithstanding the subordination       
provisions of the Intercreditor Agreement, principal of or interest or Break    
Amount, Prepayment Premium, or Make-Whole Amount with respect to the            
Certificates of any other Class. Therefore, only the holders of the Certificates
to be issued by a particular Trust will be entitled to receive and retain the   
proceeds of drawings under the Primary Liquidity Facility, and, in the case of  
the Class G Certificates, the Above-Cap Liquidity Facility, for such Trust. See 
"Description of the Liquidity Facilities."                                      

          After use of all available funds under the related Primary Liquidity
Facility or in the related Primary Cash Collateral Account and the Above-Cap    
Account for the Class G Certificates, the distribution of interest on the Class 
G Certificates will be supported by the Policy. See "Description of the Policy  
and the Policy Provider Agreement--The Policy."                                 

        Payments of principal of the Series G and Series D Equipment Notes
are scheduled to be received by the Trustee in installments on March 23, June   
23, September 23, and December 23 in certain years, commencing on March 23, 2003
and ending on September 23, 2007. The entire principal amount of the Series C   
Equipment Notes is scheduled for payment on September 23, 2007.                 

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        Scheduled payments of interest or principal on the Equipment Notes
are referred to herein as "Scheduled Payments," and March 23, June 23, September
23, and December 23 of each year are referred to herein as "Regular Distribution
Dates" (each Regular Distribution Date and Special Distribution Date, a         
"Distribution Date"). See "Description of the Equipment Notes -- Principal and  
Interest Payments." The "Final Legal Distribution Date" for the Class G         
Certificates and Class C Certificates is March 23, 2009, and for the Class D    
Certificates is September 23, 2007.                                             

         Payment of principal of the Class G Certificates on the Final Legal
Distribution Date and, in certain limited circumstances, earlier, will be       
supported by the Policy. See "Description of the Policy and the Policy Provider 
Agreement--The Policy."                                                         

          Subject to the Intercreditor Agreement, on each Regular Distribution
Date the Trustee of each Trust will distribute to the Certificateholders of such
Trust all Scheduled Payments received in respect of Equipment Notes held on     
behalf of such Trust, the receipt of which is confirmed by the Trustee on such  
Regular Distribution Date. Each Certificateholder of each Trust will be entitled
to receive, subject to the Intercreditor Agreement, its proportionate share,    
based upon its fractional interest in such Trust, of any distribution in respect
of Scheduled Payments of principal or interest on Equipment Notes held on behalf
of such Trust. Each such distribution of Scheduled Payments will be made by the 
applicable Trustee to the Certificateholders of record of the relevant Trust on 
the record date applicable to such Scheduled Payment (generally, 15 days prior  
to each Regular Distribution Date) subject to certain exceptions. (Section      
4.02(a)) If a Scheduled Payment is not received by the applicable Trustee on a  
Regular Distribution Date but is received within five days thereafter, it will  
be distributed on the date received to such holders of record. If it is received
after such five-day period, it will be treated as a Special Payment and         
distributed as described below.                                                 

          Any payment in respect of, or any proceeds of, any Equipment Note or
the Collateral under (and as defined in) any Indenture other than a Scheduled   
Payment (each, a "Special Payment") will be distributed on, in the case of an   
early redemption of any Equipment Note, the date of such early redemption (which
shall be a Business Day), and otherwise on the Business Day specified for       
distribution of such Special Payment pursuant to a notice delivered by each     
Trustee as soon as practicable after the Trustee has received funds for such    
Special Payment (each a "Special Distribution Date"). Any such distribution will
be subject to the Intercreditor Agreement.                                      

      Each Trustee will mail a notice to the Certificateholders of the
applicable Trust stating the scheduled Special Distribution Date, the related   
record date, the amount of the Special Payment and the reason for the Special   
Payment. In the case of a redemption of the Equipment Notes held in the related 
Trust, such notice will be mailed not less than 15 days prior to the date such  
Special Payment is scheduled to be distributed, and in the case of any other    
Special Payment, such notice will be mailed as soon as practicable after the    
Trustee has confirmed that it has received funds for such Special Payment.      
(Section 4.02(c)) Each distribution of a Special Payment, other than a payment  
in full of Final Distributions, on a Special Distribution Date for any Trust    
will be made by the Trustee to the Certificateholders of record of such Trust on
the record date applicable to such Special Payment. (Section 4.02(b)) See "--   
Indenture Events of Default and Certain Rights upon an Indenture Event of       
Default" and "Description of the Equipment Notes -- Redemption."                

       In the case of the distribution of proceeds from any "No Proceeds
Drawing" or "Avoidance Drawing" as described in "Description of the Policy and  
the Policy Provider Agreement--The Policy," the Class G Trustee will mail a     
notice to the Certificateholders of the related Trust stating the scheduled     
Special Distribution Date, the related record date, the amount of such          
distribution and the reason for such distribution. Such notice will be mailed   
not less than 15 days prior to the date such proceeds are scheduled to be       
distributed. Each such distribution shall be made by the Class G Trustee to the 
Certificateholders of record of the related Trust on the record date applicable 
to such distribution. (Section 4.02(c))                                         

           Each Pass Through Trust Agreement requires that the Trustee establish
and maintain, for the related Trust and for the benefit of the                  
Certificateholders of such Trust, one or more non-interest bearing accounts (the
"Certificate Account") for the deposit of payments representing Scheduled       
Payments received by such Trustee. Each Pass Through Trust Agreement requires   
that the Trustee establish and maintain, for the related Trust and for the      
benefit of the Certificateholders of such Trust, one or more accounts (the      
"Special Payments Account") for the deposit of payments representing Special    
Payments received by such Trustee, which will be non-interest bearing except in 
certain circumstances where the Trustee may invest amounts in such account in   
certain Permitted Investments. Pursuant to the terms of each Pass Through Trust 
Agreement, the Trustee is required to deposit any Scheduled Payments relating to
the applicable Trust received by it in the Certificate Account of such Trust and
to deposit any Special Payments so received by it in the Special Payments       
Account of such Trust. (Section 4.01) All amounts so deposited will be          
distributed by the Trustee on a Regular Distribution Date or a Special          
Distribution Date, as appropriate. (Section 4.02)                               

       Payment in full of the Final Distributions for each Trust will be
made only upon presentation and surrender of the Certificates for such Trust at 
the office or agency of the Trustee specified in the notice given by the Trustee
of such payment.                                                                

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See "-- Termination of the Trusts" below. Distributions in respect of           
Certificates issued in global form will be made as described in "-- Book-Entry  
Registration; Delivery and Form" below.                                         

       If any Distribution Date is a Saturday, a Sunday, or other day on
which commercial banks are authorized or required to close in (i) New York, New 
York, Dallas, Texas, or the city and state in which the Trustee or any Loan     
Trustee is located or (ii) solely with respect to draws under a Policy, Armonk, 
New York or the location of the Policy Provider's fiscal agent, or (iii) solely 
with respect to any payment by any Luxembourg Paying Agent, Luxembourg,         
Luxembourg (any other day being a "Business Day"), distributions scheduled to be
made on such Regular Distribution Date or Special Distribution Date may be made 
on the next succeeding Business Day and interest shall be added for such        
additional period in the case of the Class G Certificates, but not in the case  
of the Class C or Class D Certificates.                                         

SUBORDINATION                                                                   

The Certificates are subject to subordination terms set forth in the  
Intercreditor Agreement which vary depending upon whether a Triggering Event has
occurred. See "Description of the Intercreditor Agreement -- Priority of        
Distributions."                                                                 

POOL FACTORS                                                                    

           The "Pool Balance" of the Certificates issued by any Trust indicates,
as of any date, the original aggregate face amount of the Certificates of such  
Trust less the aggregate amount of all distributions made in respect of the     
Certificates of such Trust other than distributions made in respect of interest,
Break Amount, Prepayment Premium, Make-Whole Amount, or reimbursement of any    
costs and expenses incurred in connection therewith. The Pool Balance of the    
Certificates issued by any Trust as of any Distribution Date will be computed   
after giving effect to any payment of principal on the Equipment Notes or other 
Trust Property held in such Trust and the distribution thereof to be made on    
that date and, with respect to the Class G Certificates, payments under the     
Policy made for the benefit of the Class G Certificateholders (other than       
payments in respect of the Primary Liquidity Facility and interest on the Class 
G Certificates). (Section 1.01)                                                 

     The "Pool Factor" for each Trust as of any date is the quotient
(rounded to the seventh decimal place) computed by dividing (i) the Pool Balance
as of such date by (ii) the original aggregate face amount of the Certificates  
of such Trust. The Pool Factor for each Trust as of any Distribution Date will  
be computed after giving effect to any payment of principal on the Equipment    
Notes or other Trust Property held in such Trust and, in the case of the Class G
Trust, payment under the Policy (other than in respect of the Primary Liquidity 
Facilities and interest on the Certificates of such Trust), and the distribution
thereof to be made on that date. (Section 1.01) The Pool Factor for each Trust  
will be 1.0000000 on the date of issuance of the Certificates; thereafter, the  
Pool Factor for each Trust will decline as described herein to reflect          
reductions in the Pool Balance of such Trust. The amount of a                   
Certificateholder's pro rata share of the Pool Balance of a Trust can be        
determined by multiplying the original denomination of the Certificateholder's  
Certificate of such Trust by the Pool Factor for such Trust as of the applicable
Distribution Date. Notice of the Pool Factor and the Pool Balance for each Trust
will be mailed to Certificateholders of such Trust on each Distribution Date.   
(Section 4.03)                                                                  

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         The following table sets forth the aggregate principal amortization
schedule for the Equipment Notes held in each Trust and resulting Pool Factors  
with respect to such Trust. The actual aggregate principal amortization schedule
applicable to a Trust and the resulting Pool Factors with respect to such Trust 
may differ from those set forth below because the scheduled distribution of     
principal payments for any Trust would be affected if any Equipment Notes held  
in such Trust are redeemed or if a default in payment of the principal of such  
Equipment Notes occurred.                                                       

                                                        [Enlarge/Download Table]

                              CLASS G TRUST                     CLASS C TRUST                      CLASS D TRUST           
                    ---------------------------------  ---------------------------------  ---------------------------------
                       SCHEDULED            EXPECTED     SCHEDULED             EXPECTED      SCHEDULED            EXPECTED 
                       PRINCIPAL              POOL       PRINCIPAL               POOL        PRINCIPAL              POOL   
      DATE             PAYMENTS              FACTOR      PAYMENTS               FACTOR       PAYMENTS              FACTOR  
      ----          ---------------         ---------  ---------------         ---------  ---------------         ---------
                                                                                                                           
December 23, 2002   $          0.00         1.0000000  $          0.00         1.0000000  $          0.00         1.0000000
March 23, 2003        23,302,381.46         0.9622328             0.00         1.0000000     1,622,628.90         0.9822460
June 23, 2003          8,554,357.26         0.9483683             0.00         1.0000000     2,158,405.01         0.9586298
September 23, 2003             0.00         0.9483683             0.00         1.0000000     2,212,365.10         0.9344231
December 23, 2003     19,045,610.47         0.9175002             0.00         1.0000000     2,267,674.23         0.9096113
March 23, 2004        24,273,516.57         0.8781591             0.00         1.0000000     2,324,366.11         0.8841792
June 23, 2004         15,902,550.11         0.8523851             0.00         1.0000000     2,382,475.26         0.8581113
September 23, 2004             0.00         0.8523851             0.00         1.0000000     2,442,037.14         0.8313917
December 23, 2004     19,045,610.49         0.8215170             0.00         1.0000000     4,635,348.28         0.7806740
March 23, 2005        24,273,516.65         0.7821758             0.00         1.0000000     4,751,231.95         0.7286883
June 23, 2005         15,902,550.21         0.7564018             0.00         1.0000000     4,870,012.79         0.6754030
September 23, 2005             0.00         0.7564018             0.00         1.0000000     4,991,763.10         0.6207855
December 23, 2005     19,045,610.47         0.7255337             0.00         1.0000000     5,116,557.19         0.5648026
March 23, 2006        24,273,516.57         0.6861925             0.00         1.0000000     5,244,471.10         0.5074201
June 23, 2006         15,902,550.11         0.6604185             0.00         1.0000000     5,375,582.86         0.4486031
September 23, 2006             0.00         0.6604185             0.00         1.0000000     5,509,972.42         0.3883156
December 23, 2006     19,045,610.51         0.6295504             0.00         1.0000000     5,647,721.77         0.3265210
March 23, 2007        24,273,516.65         0.5902092             0.00         1.0000000     5,788,914.81         0.2631815
June 23, 2007         15,902,550.17         0.5644353             0.00         1.0000000     5,933,637.67         0.1982585
September 23, 2007   348,256,552.30         0.0000000   108,605,000.00         0.0000000    18,119,834.31         0.0000000

                The Pool Factor and Pool Balance of each Trust will be
recomputed if there has been an early redemption or default in the payment of   
principal or interest in respect of one or more of the Equipment Notes held in a
Trust, as described in "-- Indenture Events of Default and Certain Rights upon  
an Indenture Event of Default,""-- Possible Refunding of Series C Equipment     
Notes and Series D Equipment Notes," and "Description of the Equipment Notes -- 
Redemption." Notice of the Pool Factors and Pool Balances of each Trust as so   
recomputed after giving effect to any Special Payment to Certificateholders     
resulting from such an early redemption or default in respect of one or more    
Equipment Notes will be mailed to Certificateholders of Certificates of the     
related Trust with such Special Payment, as described in "-- Reports to         
Certificateholders."                                                            

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REPORTS TO CERTIFICATEHOLDERS                                                   

         On each Distribution Date, the applicable Trustee will include with
each distribution by it of a Scheduled Payment or Special Payment to            
Certificateholders of the related Trust a statement, giving effect to such      
distribution to be made on such Distribution Date, setting forth the following  
information (per $1,000 aggregate principal amount of Certificate as to items   
(1) and (2) below):                                                             

          (1)       the amount of such distribution allocable to principal and
             the amount allocable to, in the case of the Class G
                     Certificates, Break Amount, if any, and Prepayment Premium,
             if any, and, in the case of the Class C and Class D
                 Certificates, Make-Whole Amount, if any, indicating any
                    portion thereof paid by the Liquidity Providers and/or the
Policy Provider;                      

      (2)       the amount of such distribution under the Pass Through
Trust Agreement allocable to interest;

        (3)       the Pool Balance and the Pool Factor for such Trust; and

        (4)       in the case of the Class G Certificates, the LIBOR rates
                     for the current and immediately preceding Interest Periods,
                   as determined by the Reference Agent. (Trust Supplements,
Section 6.01)                         

       As long as the Class G Certificates are registered in the name of
Cede, as nominee for DTC, on the record date prior to each Distribution Date,   
the applicable Trustee will request from DTC a securities position listing      
setting forth the names of all DTC Participants reflected on DTC's books as     
holding interests in the Certificates on such record date. On each Distribution 
Date, the applicable Trustee will mail to each such DTC Participant the         
statement described above and will make available additional copies as requested
by such DTC Participant for forwarding to Certificate Owners. (Section 4.03(a)) 

      In addition, after the end of each calendar year, the applicable
Trustee will prepare for each Certificateholder of each Trust at any time during
the preceding calendar year a report containing the sum of the amounts          
determined pursuant to clauses (1) and (2) above with respect to the Trust for  
such calendar year or, if such person was a Certificateholder during only a     
portion of such calendar year, for the applicable portion of such calendar year,
and such other items as are readily available to such Trustee and which a       
Certificateholder reasonably requests as necessary for the purpose of such      
Certificateholder's preparation of its U.S. federal income tax returns. Such    
report and such other items will be prepared with respect to the Class G        
Certificates on the basis of information supplied to the applicable Trustee by  
the DTC Participants and will be delivered by such Trustee to such DTC          
Participants to be available for forwarding by such DTC Participants to         
Certificate Owners. (Trust Supplements, Section 6.01(b))                        

         At such time, if any, as the Class G Certificates are issued in the
form of definitive certificates, the applicable Trustee will prepare and deliver
the information described above to each Certificateholder of record of each     
Trust with respect to such Certificates as the name and period of record        
ownership of such Certificateholder appears on the records of the registrar of  
such Certificates.                                                              

INDENTURE EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN INDENTURE EVENT OF       
DEFAULT                                                                         

           Because the Equipment Notes issued under an Indenture will be held in
more than one Trust, a continuing Indenture Event of Default under such         
Indenture would affect the Equipment Notes held by each such Trust. For a       
description of the Indenture Events of Default under each Indenture, see        
"Description of the Equipment Notes -- Indenture Events of Default, Notice and  
Waiver." There are no cross-default or cross-acceleration provisions in the     
Indentures. Consequently, events resulting in an Indenture Event of Default     
under any particular Indenture may or may not result in an Indenture Event of   
Default under any other Indenture. If an Indenture Event of Default occurs in   
fewer than all of the Indentures related to a Trust, notwithstanding the        
treatment of Equipment Notes issued under those Indentures under which an       
Indenture Event of Default has occurred, payments of principal and interest on  
those Equipment Notes issued pursuant to Indentures with respect to which an    
Indenture Event of Default has not occurred will continue to be made as         
originally scheduled and distributed to the holders of the Certificates, subject
to the Intercreditor Agreement. See "Description of the Intercreditor Agreement 
-- Priority of Distributions."                                                  

        If the same institution acts as Trustee of multiple Trusts, in the
absence of instructions from the Certificateholders of any such Trust, such     
Trustee could be faced with a potential conflict of interest upon an Indenture  
Event of Default. In such event, each Trustee has indicated that it would resign
as Trustee of some or all such Trusts, and a successor trustee would be         
appointed in accordance with the terms of the applicable Pass Through Trust     
Agreement. State Street Bank and Trust Company of Connecticut, National         
Association, will be the initial Trustee under each Trust.                      

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           Upon the occurrence and continuation of an Indenture Event of Default
under any Indenture, the Controlling Party will direct the Loan Trustee under   
such Indenture in the exercise of remedies and may accelerate the Equipment     
Notes issued under such Indenture and sell all (but not less than all) of such  
Equipment Notes or the related Aircraft to any person, subject to certain       
limitations. See "Description of the Intercreditor Agreement -- Intercreditor   
Rights -- Sale of Equipment Notes or Aircraft." The proceeds of such sale will  
be distributed pursuant to the provisions of the Intercreditor Agreement. Any   
proceeds so distributed to any Trustee upon any such sale will be deposited in  
the applicable Special Payments Account and will be distributed to the          
Certificateholders of the applicable Trust on a Special Distribution Date.      
(Sections 4.01 and 4.02) The market for Equipment Notes at the time of the      
existence of an Indenture Event of Default may be very limited, and there can be
no assurance whether they could be sold or as to the price at which they could  
be sold. If a Loan Trustee sells any such Equipment Notes for less than their   
outstanding principal amount, certain Certificateholders will receive a smaller 
amount of principal distributions than anticipated and will not have any claim  
for the shortfall against American, any Liquidity Provider, the Policy Provider 
(except in the case of the Class G Certificates) or any Trustee. Neither such   
Trustee nor the Certificateholders of such Trust, furthermore, could take action
with respect to any remaining Equipment Notes held in such Trust as long as no  
Indenture Events of Default existed with respect thereto.                       

     Any amount, other than Scheduled Payments received on a Regular
Distribution Date or within five days thereafter, distributed to the Trustee of 
any Trust by the Subordination Agent on account of the Equipment Notes or other 
Trust Property held in such Trust following an Indenture Event of Default under 
any Indenture will be deposited in the Special Payments Account for such Trust  
and will be distributed to the Certificateholders of such Trust on a Special    
Distribution Date. (Sections 4.01 and 4.02)                                     

  Any funds representing payments received with respect to any
defaulted Equipment Notes held in a Trust, or the proceeds from the sale of any 
Equipment Notes, held by the Trustee in the Special Payments Account for such   
Trust will, to the extent practicable, be invested and reinvested by such       
Trustee in certain Permitted Investments pending the distribution of such funds 
on a Special Distribution Date. (Section 4.04) "Permitted Investments" are      
defined as obligations of the United States or agencies or instrumentalities    
thereof the payment of which is backed by the full faith and credit of the      
United States and which mature in not more than 60 days or such lesser time as  
is required for the distribution of any such funds on a Special Distribution    
Date. (Section 1.01)                                                            

        Each Pass Through Trust Agreement provides that the Trustee of the
related Trust will, within 90 days after the occurrence of a default (as defined
below) known to it, give to the Certificateholders of such Trust notice,        
transmitted by mail, of such default, unless such default shall have been cured 
or waived; provided that, (i) in the case of defaults not relating to the       
payment of money, the Trustee shall not give such notice until the earlier of   
the time at which such default becomes an "event of default" and the expiration 
of 60 days from the occurrence of such default and (ii) except in the case of   
default in a payment of principal, Break Amount (if any), Prepayment Premium (if
any), Make-Whole Amount (if any), or interest on any of the Equipment Notes held
in such Trust, the applicable Trustee will be protected in withholding such     
notice if it in good faith determines that the withholding of such notice is in 
the interests of such Certificateholders. (Section 7.02) The term "default" with
respect to a Trust, for the purpose of the provision described in this paragraph
only, means an event that is, or after notice or lapse of time or both would    
become, an event of default or a Triggering Event with respect to such Trust.   
The term "event of default" with respect to a Trust means an Indenture Event of 
Default under any Indenture pursuant to which Equipment Notes held by such Trust
were issued.                                                                    

      Subject to certain qualifications set forth in each Pass Through
Trust Agreement and to the Intercreditor Agreement, the Certificateholders of   
each Trust holding Certificates evidencing fractional undivided interests       
aggregating not less than a majority in interest in such Trust will have the    
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee with respect to such Trust or pursuant to the   
terms of the Intercreditor Agreement, or exercising any trust or power conferred
on such Trustee under such Pass Through Trust Agreement or the Intercreditor    
Agreement, including any right of such Trustee as Controlling Party under the   
Intercreditor Agreement or as holder of the Equipment Notes (the "Note Holder").
(Section 6.04)                                                                  

Subject to the Intercreditor Agreement, the holders of the
Certificates of a Trust evidencing fractional undivided interests aggregating   
not less than a majority in interest of such Trust may on behalf of the holders 
of all the Certificates of such Trust waive any past "default" or "event of     
default" under the related Pass Through Trust Agreement and its consequences or,
if the Trustee of such Trust is the Controlling Party, may direct the Trustee to
instruct the applicable Loan Trustee to waive any past Indenture Event of       
Default and its consequences; provided, however, the consent of each holder of a
Certificate of a Trust is required to waive (i) a default in the deposit of any 
Scheduled Payment or Special Payment or in the distribution thereof, (ii) a     
default in payment of the principal, Break Amount (if any), Prepayment Premium  
(if any), Make-Whole Amount (if any), or interest with respect to any of the    
Equipment Notes held in such Trust, and (iii) a default in respect of any       
covenant or provision of the related Pass Through Trust Agreement that cannot be
modified or amended without the consent of each Certificateholder of such Trust 
affected thereby. (Section 6.05) Each Indenture will provide that, with certain 
exceptions, the holders of the majority in aggregate unpaid principal amount of 
the Equipment Notes issued thereunder may on behalf of all such Note Holders    
waive any past default or Indenture Event of Default                            

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thereunder. Notwithstanding the foregoing provisions of this paragraph, however,
pursuant to the Intercreditor Agreement only the Controlling Party will be      
entitled to waive any such past default or Indenture Event of Default.          

PURCHASE RIGHTS OF CERTIFICATEHOLDERS                                           

      After the occurrence and during the continuation of a Triggering
Event, with ten days prior written notice to the Trustee and each               
Certificateholder of the same Class:                                            

          o         the Class C Certificateholders (other than American or any
                     of its affiliates) will have the right to purchase all, but
                    not less than all, of the Class G Certificates (unless the
             Policy Provider has elected to purchase the Class G
Certificates as provided below);      

          o         the Class D Certificateholders (other than American or any
                     of its affiliates) will have the right to purchase all, but
                    not less than all, of the Class G Certificates (unless the
             Policy Provider has elected to purchase the Class G
         Certificates as provided below) and the Class C
Certificates;                         

         o         if the Class E Certificates are issued as described under
                "--Possible Issuance of Series E Equipment Notes," the
                    Class E Certificateholders will have the right to purchase
                 all, but not less than all, of the Class G Certificates
                 (unless the Policy Provider has elected to purchase the
                     Class G Certificates as provided below), Class C, and Class
D Certificates; and                   

       o         whether or not the Certificateholders of any Class have
                    purchased or elected to purchase the Class G Certificates,
                 the Policy Provider (unless there has occurred a Policy
                     Provider Default) shall have the right to purchase all, but
         not less than all, of the Class G Certificates.

         In each case the purchase price for a Class of Certificates will be
equal to the Pool Balance of such Class plus accrued and undistributed interest 
thereon to the date of purchase, but without Break Amount, Prepayment Premium,  
or Make-Whole Amount but including any other amounts then due and payable to the
Certificateholders of such Class. Such purchase right may be exercised by any   
Certificateholder of the Class or Classes entitled to such right. In each case, 
if prior to the end of the ten-day notice period, any other Certificateholder of
the same Class notifies the purchasing Certificateholder that the other         
Certificateholder wants to participate in such purchase, then such other        
Certificateholder may join with the purchasing Certificateholder to purchase the
Certificates pro rata based on the interest in the Trust held by each           
Certificateholder. (Trust Supplements, Section 4.01)                            

PTC EVENT OF DEFAULT                                                            

        A "PTC Event of Default" with respect to any Class of Certificates
means the failure to distribute within ten Business Days after the applicable   
Distribution Date either:                                                       

          o         the outstanding Pool Balance of such Class of Certificates
             on the Final Legal Distribution Date for such Class
               (unless, in the case of the Class G Certificates, the
                 Subordination Agent shall have made a drawing under the
              Policy in an aggregate amount sufficient to pay such
                  outstanding Pool Balance and shall have distributed such
amount to the Class G Trustee); or    

    o         interest scheduled for distribution on such Class of
           Certificates on any Distribution Date (unless the
                Subordination Agent has made an Interest Drawing, or a
                    withdrawal from the Primary Cash Collateral Account or, in
                 the case of Class G Certificates, a withdrawal from the
                Above-Cap Account or a drawing under the Policy, in an
                    amount sufficient to pay such interest and has distributed
       such amount to the Trustee entitled thereto).

          Any failure to make expected principal distributions with respect to
any Class of Certificates on any Regular Distribution Date (other than the Final
Legal Distribution Date) will not constitute a PTC Event of Default with respect
to such Certificates.                                                           

        A PTC Event of Default with respect to the most senior outstanding
Class of Certificates resulting from an Indenture Event of Default under all    
Indentures will constitute a Triggering Event. For a discussion of the          
consequences of the occurrence of a Triggering Event, see "Description of the   
Intercreditor Agreement -- Priority of Distributions."                          

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MERGER, CONSOLIDATION, AND TRANSFER OF ASSETS                                   

         American will be prohibited from consolidating with or merging into
any other entity or transferring substantially all of its assets as an entirety 
to any other entity unless:                                                     

          o         the surviving successor or transferee entity shall, if and
                 to the extent required under Section 1110 of the United
                 States Bankruptcy Code (the "Bankruptcy Code") in order
                    that the Loan Trustee shall continue to be entitled to any
                    benefits of Section 1110 with respect to an Aircraft, hold
            an air carrier operating certificate issued by the
                Secretary of Transportation pursuant to Chapter 447 of
                 Title 49 of the United States Code relating to aviation
(the "Transportation Code");          

      o         the surviving successor or transferee entity expressly
                 assumes all of the obligations of American contained in
                   the operative documents to which American is a party; and

      o         American has delivered a certificate and an opinion or
                  opinions of counsel indicating that such transaction, in
effect, complies with such conditions.

        In addition, after giving effect to such transaction, no Indenture
Event of Default shall have occurred and be continuing. (Section 5.02;          
Participation Agreements, Section 6.02)                                         

MODIFICATION OF THE PASS THROUGH TRUST AGREEMENTS AND CERTAIN OTHER AGREEMENTS  

      Each Pass Through Trust Agreement contains provisions permitting
American and the Trustee to enter into a supplement to such Pass Through Trust  
Agreement or, at the request of American, permitting the execution of amendments
or supplements to the Intercreditor Agreement, the Participation Agreements, the
Reference Agency Agreement, or any Liquidity Facility, or, with respect to the  
Class G Trust, the Policy or the Policy Provider Agreement, without the consent 
of the holders of any of the Certificates of such Trust (but, in the case of    
certain of the following relating to the Class G Trust, subject to the prior    
written consent of the Policy Provider) to, among other things:                 

          o         provide for the formation of a Trust and the issuance of a
           series of Certificates or to add, or to change or
                     eliminate, any provision affecting a series of Certificates
not yet issued;                       

           o         evidence the succession of another corporation or entity to
                   American and the assumption by such corporation or entity
                 of American's obligations under such Pass Through Trust
               Agreement, Participation Agreements, Reference Agency
             Agreement, Liquidity Facilities, or Policy Provider
Agreement;                            

           o         add to the covenants of American for the benefit of holders
              of such Certificates or surrender any right or power
            conferred upon American in such Pass Through Trust
           Agreement, Intercreditor Agreement, Participation
           Agreements, Reference Agency Agreement, Liquidity
           Facilities, Policy, or Policy Provider Agreement;

          o         cure any ambiguity or correct any mistake or inconsistency
               contained in the Certificates of any Class, such Pass
           Through Trust Agreement, Intercreditor Agreement,
               Participation Agreements, Reference Agency Agreement,
                     Liquidity Facilities, Policy, or Policy Provider Agreement;

          o         make or modify any other provision with respect to matters
                   or questions arising under the Certificates of any Class,
                     such Pass Through Trust Agreement, Intercreditor Agreement,
               Participation Agreements, Reference Agency Agreement,
                    Liquidity Facilities, Policy, or Policy Provider Agreement
                   as American may deem necessary or desirable and that will
              not materially adversely affect the interests of the
holders of such Certificates;         

  o         comply with any requirement of the Commission, any
               applicable law, rules, or regulations of any exchange
                (including the Luxembourg Stock Exchange) or quotation
            system on which the Certificates are listed (or to
                    facilitate any listing of any Certificates on any exchange
                (including the Luxembourg Stock Exchange) or quotation
system) or of any regulatory body;    

        o         modify, eliminate, or add to the provisions of such Pass
           Through Trust Agreement, Intercreditor Agreement,
               Participation Agreements, Reference Agency Agreement,
                    Liquidity Facilities, Policy, or Policy Provider Agreement
                     to the extent necessary in connection with, or to continue,
                  the qualification, to the extent necessary, of such Pass

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             Through Trust Agreement (including any supplemental
            agreement), Intercreditor Agreement, Participation
           Agreements, Reference Agency Agreement, Liquidity
                    Facilities, Policy, Policy Provider Agreement or any other
                    agreement or instrument related to the Certificates of any
                 Class under the Trust Indenture Act of 1939, as amended
                  (the "Trust Indenture Act") or under any similar Federal
               statute and add to such Pass Through Trust Agreement,
            Intercreditor Agreement, Participation Agreements,
                   Reference Agency Agreement, Liquidity Facilities, Policy,
                   or Policy Provider Agreement such other provisions as may
            be expressly permitted by the Trust Indenture Act;

       o         evidence and provide for a successor Trustee under such
                  Pass Through Trust Agreement and add to or change any of
              the provisions of such Pass Through Trust Agreement,
            Intercreditor Agreement, Participation Agreements,
                   Reference Agency Agreement, Liquidity Facilities, Policy,
                     or Policy Provider Agreement as necessary to facilitate the
                    administration of the Trusts under such Pass Through Trust
                   Agreement by more than one Trustee or, as provided in the
                    Intercreditor Agreement, to provide for multiple Liquidity
Facilities for such Trust;            

         o         provide certain information to the Trustee as required in
such Pass Through Trust Agreement;    

         o         add to or change the Certificates of any Class, the Basic
              Agreement and any Trust Supplement to facilitate the
           issuance of any Certificates in bearer form or to
                    facilitate or provide for the issuance of any Certificates
                   in global form in addition to or in place of Certificates
in certificated form;                 

        o         modify, eliminate, or add to the provisions of such Pass
           Through Trust Agreement, Intercreditor Agreement,
               Participation Agreements, Reference Agency Agreement,
                    Liquidity Facilities, Policy, or Policy Provider Agreement
                    to the extent necessary to provide for the issuance of new
                  class C and new class D certificates as described in "--
                     Possible Refunding of Series C Equipment Notes and Series D
Equipment Notes";                     

          o         provide for the delivery of Certificates or any supplement
                    to such Pass Through Trust Agreement in or by means of any
              computerized, electronic, or other medium, including
computer diskette;                    

       o         provide for the guarantee by AMR Corporation or another
                 entity of one or more Indentures, one or more Series of
                    Equipment Notes or of Series E Equipment Notes (other than
                in connection with the issuance of new series C or new
                series D equipment notes, or Series E Equipment Notes,
                    subject to obtaining written confirmation from each Rating
                     Agency that the provision of such guarantee will not result
             in a withdrawal or downgrading of the rating of any
                   Certificates (without regard to the Policy in the case of
the Class G Certificates);            

        o         correct or supplement the description of any property of
any Trust;                            

        o         modify, eliminate, or add to the provisions of such Pass
                   Through Trust Agreement or any Participation Agreement or
               Indenture to reflect the substitution of a substitute
aircraft for any Aircraft;            

          o         to make any other modifications or amendments to the Basic
                   Agreement; provided that such amendments or modifications
                 shall only apply to pass through certificates of one or
  more series to be thereafter issued; and

          o         amend the Policy as required by Section 3.06 of the Policy
             Provider Agreement and/or 3.07 of the Intercreditor
Agreement;                            

provided, however, that, unless there shall have been obtained from each Rating 
Agency written confirmation that such supplement would not result in a reduction
of the then current rating for Certificates of the relevant Trust or a          
withdrawal or suspension of the rating of any Class of Certificates, American   
shall provide the Trustee of the relevant Trust with an opinion of counsel to   
the effect that such supplement will not cause such Trust to be treated as other
than a grantor trust for U.S. federal income tax purposes, unless a PTC Event of
Default shall have occurred and be continuing, in which case such opinion shall 
be to the effect that such supplement will not cause such Trust to become an    
association taxable as a corporation for U.S.                                   
federal income tax purposes. (Section 9.01)                                     

           Each Pass Through Trust Agreement also contains provisions permitting
the execution, with the consent of the holders of the Certificates of the       
related Trust evidencing fractional undivided interests aggregating not less    
than a majority in interest of such Trust, of supplemental agreements adding any
provisions to or changing or eliminating any of the provisions of such Pass     
Through Trust Agreement, Intercreditor Agreement, Participation Agreements,     
Reference Agency Agreement, Liquidity Facilities, or, with respect to the Class 
G Trust, the Policy or the Policy Provider Agreement to the extent applicable to
such Certificateholders or modifying the                                        

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rights of the Certificateholders of such Trust, except that no such supplemental
agreement may, without the consent of the holder of each Certificate affected   
thereby:                                                                        

           o         reduce in any manner the amount of, or delay the timing of,
                 any receipt by the Trustee of payments on the Equipment
                  Notes held in such Trust, or distributions in respect of
                    any Certificate of such Trust, or change the date or place
                     of any payment or change the coin or currency in which such
            Certificate is payable, or impair the right of any
                   Certificateholder of such Trust to institute suit for the
   enforcement of any such payment when due;

         o         permit the disposition of any Equipment Note held in such
                   Trust or otherwise deprive such Certificateholders of the
                 benefit of the ownership of the Equipment Notes in such
              Trust, except as provided in such Pass Through Trust
                  Agreement, the Intercreditor Agreement, or any Liquidity
Facility;                             

    o         alter the priority of distributions specified in the
                   Intercreditor Agreement in a manner materially adverse to
such Certificateholders;              

           o         reduce the percentage of the aggregate fractional undivided
                  interests of the Trust provided for in such Pass Through
                 Trust Agreement, the consent of the holders of which is
                 required for any such supplemental agreement or for any
                  waiver or modification provided for in such Pass Through
Trust Agreement;                      

      o         cause such Trust to become an association taxable as a
              corporation for U.S. federal income tax purposes; or

     o         terminate or modify the Policy, other than amendments
                   expressly permitted to be made without the consent of any
Certificateholders as described above.

If a Trustee, as holder (or beneficial owner through the  
Subordination Agent) of any Equipment Note in trust for the benefit of the      
Certificateholders of the relevant Trust or as Controlling Party under the      
Intercreditor Agreement, receives (directly or indirectly through the           
Subordination Agent) a request for a consent to any amendment, modification,    
waiver, or supplement under any Indenture, any Participation Agreement, any     
Equipment Note, or any other related document, the Trustee will forthwith send a
notice of such proposed amendment, modification, waiver, or supplement to each  
Certificateholder of the relevant Trust registered on the register of such Trust
as of the date of such notice and to the Policy Provider. The Policy Provider   
may direct the Class G Trustee with respect to the matters referred to above as 
long as the Final Distributions on the Class G Certificates have not been fully 
paid or any Policy Provider Obligations remain outstanding and no Policy        
Provider Default shall have occurred and be continuing. The Trustee will request
from the Certificateholders or the Policy Provider, as the case may be, a       
direction as to:                                                                

        o         whether or not to take or refrain from taking (or direct
                     the Subordination Agent to take or refrain from taking) any
                    action that a Note Holder or the Controlling Party has the
option to take or direct;             

o         whether or not to give or execute (or direct the
              Subordination Agent to give or execute) any waivers,
                  consents, amendments, modifications, or supplements as a
  Note Holder or as Controlling Party; and

           o         how to vote (or direct the Subordination Agent to vote) any
                   Equipment Note if a vote has been called for with respect
thereto.                              

(Section 10.01; Intercreditor Agreement, Section 8.01(b))                       

       If the Certificateholders are entitled to direct the Trustee, and
such a request for Certificateholder direction has been made, in directing any  
action or casting any vote or giving any consent as the holder of any Equipment 
Note (or in directing the Subordination Agent in any of the foregoing):         

          o         other than as the Controlling Party, the Trustee will vote
                     for or give consent to any such action with respect to such
                  Equipment Note in the same proportion as that of (x) the
                     aggregate face amount of all Certificates actually voted in
               favor of or for giving consent to such action by such
                   direction of Certificateholders to (y) the aggregate face
                amount of all outstanding Certificates of the relevant
Trust; and                            

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           o         as the Controlling Party, the Trustee will vote as directed
    in such Certificateholder direction by the
            Certificateholders evidencing fractional undivided
                    interests aggregating not less than a majority in interest
in the relevant Trust.                

(Section 10.01)                                                                 

      For purposes of the preceding paragraph, a Certificate is deemed
"actually voted" if the Certificateholder has delivered to the Trustee an       
instrument evidencing such Certificateholder's consent to such direction prior  
to one Business Day before the Trustee directs such action or casts such vote or
gives such consent. Notwithstanding the foregoing, but subject to certain rights
of the Certificateholders under the relevant Pass Through Trust Agreement and   
subject to the Intercreditor Agreement, the Trustee may, in its own discretion  
and at its own direction, consent and notify the relevant Loan Trustee of such  
consent (or direct the Subordination Agent to consent and notify the relevant   
Loan Trustee of such consent) to any amendment, modification, waiver, or        
supplement under the relevant Indenture, Participation Agreement, Equipment     
Note, or any other related document, if an Indenture Event of Default under any 
Indenture has occurred and is continuing, or if such amendment, modification,   
waiver, or supplement will not materially adversely affect the interests of the 
Certificateholders. (Section 10.01)                                             

POSSIBLE ISSUANCE OF SERIES E EQUIPMENT NOTES                                   

        American may elect to issue Series E Equipment Notes in connection
with some or all of the Aircraft, which would be funded from sources other than 
this offering. American may elect to fund the sale of the Series E Equipment    
Notes through the sale of Pass Through Certificates (the "Class E Certificates")
issued by a Class E American Airlines 2002-1 Pass Through Trust (the "Class E   
Trust"). American will not issue any Series E Equipment Notes at any time prior 
to the consummation of this offering. The ability to issue any Series E         
Equipment Notes is contingent upon obtaining written confirmation from each     
Rating Agency that the issuance of such Series E Equipment Notes would not      
result in a withdrawal or downgrading of the rating of any rated Class of       
Certificates. If the Class E Certificates are issued, the trustee under the     
Class E Trust (the "Class E Trustee") will become a party to the Intercreditor  
Agreement, and the Class E Certificates would be subordinated in right of       
distribution to the Class G, Class C, and Class D Certificates. See "Description
of the Intercreditor Agreement." In addition, after the occurrence and during   
the continuance of a Triggering Event, the holders of the Class E Certificates  
(the "Class E Certificateholders") would have certain rights to purchase the    
Class G, Class C, and Class D Certificates. See "--Purchase Rights of           
Certificateholders." If Series E Equipment Notes are issued to any person or    
entity other than the Class E Trust, such Series E Equipment Notes will         
nevertheless be subject to the provisions of the Intercreditor Agreement that   
allow the Controlling Party, during the continuance of an Indenture Event of    
Default, to direct the Loan Trustee in taking action under the applicable       
Indenture. (Intercreditor Agreement, Section 8.01(c))                           

POSSIBLE REFUNDING OF SERIES C EQUIPMENT NOTES AND SERIES D EQUIPMENT NOTES     

         Under certain conditions, including those set forth below, American
may elect to prepay all outstanding Series C Equipment Notes and all outstanding
Series D Equipment Notes. The conditions to such a prepayment (a "Refunding")   
include:                                                                        

       o         A written confirmation from each Rating Agency that the
                     Refunding will not result in a withdrawal or downgrading (a
              "Ratings Confirmation") of the rating of the Class G
      Certificates (without regard to the Policy).

           o         Issuance by American of new series C and series D equipment
                    notes, issuance and sale of corresponding new certificates
                     from corresponding new pass through trusts and execution of
            new documentation substantially in the form of the
               respective agreements and instruments relating to the
                     Series C and Series D Equipment Notes being prepaid and the
                    trusts being terminated. In each case the new arrangements
                  may be effected with changes, amendments, modifications,
                     and supplements to relevant agreements and instruments that
                   may be necessary or advisable to implement changes to the
                   economic terms of the new series C and series D equipment
                  notes (as described below) and conforming and clarifying
        changes to reflect the Refunding transactions.

           o         Sale of at least one class of new pass through certificates
to persons unaffiliated with American.

         The proceeds from the issuance and sale of such new certificates by
such new pass through trusts will be used to acquire from American the new      
equipment notes to be held by such pass through trusts.                         

        The economic terms of any new series of equipment notes may differ
from the economic terms of the corresponding series of                          

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prepaid Series C or Series D Equipment Notes insofar as:                        

         o         the interest rate of all new equipment notes of either or
                     both series may be changed (provided that the interest rate
                    of all equipment notes of a series shall be the same), and
                   either or both series may provide for specified increases
                and decreases in the stated interest rate under stated
                 circumstances or solely in the case of the new series D
                  equipment notes, may provide for floating rate interest;

      o         the principal amount of the new equipment notes may be
                    increased or decreased; provided that the principal amount
                     of equipment notes of a new series for a given Aircraft may
                    not increase or decrease by more than 20% of the principal
                  amount of the corresponding prepaid Series C or Series D
Equipment Notes;                      

        o         the maturity date of all new equipment notes of a series
                   shall be the same and may be made earlier or later by not
                  more than one year before or after the original maturity
                 date of the corresponding prepaid Series C and Series D
Equipment Notes; and                  

     o         the amount of premium on prepayment of either or both
       series of new equipment notes may be changed.

        Following a Refunding, if a series of new equipment notes has been
purchased by a new pass through trust with proceeds of new certificates of such 
pass through trust that were sold to persons unaffiliated with American, such   
new series of equipment notes may only be prepaid under the circumstances       
described under "Description of the Equipment Notes -- Redemption." For a new   
class C pass through trust, American may arrange for a substitute primary       
liquidity facility that may differ from the Primary Liquidity Facility entered  
into with respect to the Class C Certificates as of the date of their issuance. 
For a new class D pass through trust, American may not arrange for a liquidity  
facility.                                                                       

  If Series D Equipment Notes are prepaid in connection with a
Refunding of Series C and Series D Equipment Notes and new series D equipment   
notes are purchased by a new pass through trust with proceeds of new            
certificates that were sold to persons affiliated with American, such new series
D equipment notes may be prepaid as part of a subsequent Refunding in which     
additional new class D certificates are sold to persons unaffiliated with       
American. In lieu of prepaying both the Series C and Series D Equipment Notes,  
American will have the right to prepay only the Series C Equipment Notes, in    
which case the conditions relating to Series D Equipment Notes shall not be     
applicable. American may thereafter prepay the Series D Equipment Notes, in     
which case the conditions described above will be applicable to the Series D    
Equipment Notes and the Ratings Confirmation in respect of the related Refunding
shall also apply to the Class C Certificates. Each party to the Intercreditor   
Agreement will agree to cooperate with American at American's reasonable request
to carry out the purpose of the foregoing provisions on the terms and conditions
set forth above. Appropriate amendments to reflect the Refunding transactions   
described above may be made to the Pass Through Trust Agreements, the           
Intercreditor Agreement, the Participation Agreements, the Indentures and the   
Liquidity Facilities, in each case, without the consent of any                  
Certificateholder. (Intercreditor Agreement, Exhibit A)                         

TERMINATION OF THE TRUSTS                                                       

         The obligations of American and the applicable Trustee with respect
to a Trust will terminate upon the distribution to Certificateholders of such   
Trust of all amounts required to be distributed to them pursuant to the         
applicable Pass Through Trust Agreement and the disposition of all property held
in such Trust. The applicable Trustee will mail to each Certificateholder of    
record of such Trust notice of the termination of such Trust, the amount of the 
proposed final payment and the proposed date for the distribution of such final 
payment for such Trust. Payment in full of the Final Distributions to any       
Certificateholder of such Trust will be made only upon surrender of such        
Certificateholder's Certificates at the office or agency of the applicable      
Trustee specified in such notice of termination. (Section 11.01)                

THE TRUSTEES                                                                    

        The Trustee for each Trust initially will be State Street Bank and
Trust Company of Connecticut, National Association. The Trustee's address is    
State Street Bank and Trust Company of Connecticut, National Association, 225   
Asylum Street, Goodwin Square, Hartford, Connecticut 06103, Attention: Corporate
Trust Division. American has been informed that (i) US Bank, N.A. and State     
Street Bank and Trust Company have entered into an agreement for the purchase by
US Bank, N.A. of substantially all of the corporate trust business of State     
Street Bank and Trust Company and its affiliate State Street Bank and Trust     
Company of Connecticut, National Association (which will act as Pass Through    
Trustee, Subordination Agent, Loan Trustee and Reference Agent) and (ii) US     
Bank, N.A. and State Street Bank and Trust Company estimate that such purchase  
may close in December 2002.                                                     

         With certain exceptions, the Trustee makes no representations as to
the validity or sufficiency of the Basic Agreement, the Trust Supplements, the  
Certificates, the Equipment Notes, the Indentures, the Intercreditor Agreement, 
the Participation Agreements,                                                   

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any Liquidity Facility, either Policy, or other related documents. (Sections    
7.04 and 7.15) The Trustee of any Trust will not be liable to the               
Certificateholders of such Trust for any action taken or omitted to be taken by 
it in good faith in accordance with the direction of the holders of a majority  
in face amount of outstanding Certificates of such Trust. Subject to certain    
provisions, the Trustee will be under no obligation to exercise any of its      
rights or powers under any Pass Through Trust Agreement at the request of any   
holders of Certificates issued thereunder unless there has been offered to the  
Trustee reasonable security or indemnity against the costs, expenses and        
liabilities which might be incurred by such Trustee in exercising such rights or
powers. (Section 7.03(e)) Each Pass Through Trust Agreement provides that the   
applicable Trustee in its individual or any other capacity may acquire and hold 
Certificates issued thereunder and, subject to certain conditions, may otherwise
deal with American with the same rights it would have if it were not the        
Trustee. (Section 7.05)                                                         

BOOK-ENTRY REGISTRATION; DELIVERY AND FORM                                      

         Upon issuance, each of the Class G Certificates will be represented
by one or more fully registered global certificates. Each global certificate    
will be deposited with, or on behalf of, The Depository Trust Company ("DTC")   
and registered in the name of Cede & Co. ("Cede"), the nominee of DTC. DTC was  
created to hold securities for its participants ("DTC Participants") and to     
facilitate the clearance and settlement of securities transactions between DTC  
Participants through electronic book-entry changes in accounts of the DTC       
Participants, thereby eliminating the need for physical movement of             
certificates. DTC Participants include securities brokers and dealers, banks,   
trust companies and clearing corporations, and certain other organizations.     
Indirect access to the DTC system is available to others such as banks, brokers,
dealers, and trust companies that clear through or maintain a custodial         
relationship with a DTC Participant, either directly or indirectly ("Indirect   
Participants"). See "Description of the Pass Through Certificates -- Book-Entry 
Registration" in the Prospectus for a discussion of the book-entry procedures   
applicable to the Certificates and the limited circumstances under which        
definitive certificates may be issued for the Certificates.                     

     So long as such book-entry procedures are applicable, no person
acquiring an interest in such Certificates (a "Certificate Owner") will be      
entitled to receive a certificate representing such person's interest in such   
Certificates. Unless and until definitive certificates are issued under the     
limited circumstances described in the Prospectus, all references in this       
Prospectus Supplement to actions by Certificateholders of the Class G           
Certificates shall refer to actions taken by DTC upon instructions from DTC     
Participants, and all references to distributions, notices, reports, and        
statements to such Certificateholders will refer, as the case may be, to        
distributions, notices, reports, and statements to DTC or Cede, as the          
registered holder of such Certificates, or to DTC Participants for distribution 
to Certificate Owners in accordance with DTC procedures.                        

      Neither American nor the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account 
of beneficial ownership interests in the Certificates held by Cede, as nominee  
for DTC, or for maintaining, supervising, or reviewing any records relating to  
such beneficial ownership interests or for the performance by DTC, any DTC      
Participant, or any Indirect Participant of their respective obligations under  
the rules, regulations, and procedures creating and affecting DTC and its       
operations or any other statutory, regulatory, contractual, or customary        
procedures governing their operations.                                          

LUXEMBOURG PAYING AGENT                                                         

  So long as any of the Class G Certificates are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so     
require, the Class G Trust will maintain a paying agent and transfer agent in   
Luxembourg. We expect that Dexia Banque a Luxembourg will initially act as such 
paying agent and transfer agent in Luxembourg (together with any subsequent     
paying agent in Luxembourg, the "Luxembourg Paying Agent").                     

      Neither American nor the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account 
of beneficial ownership interests in the Certificates through the Luxembourg    
Paying Agent, or for maintaining, supervising, or reviewing any records relating
to such beneficial ownership interests or for the performance by the Luxembourg 
Paying Agent of its obligations under the rules, regulations, and procedures of 
the Luxembourg Stock Exchange or any other statutory, regulatory, contractual,  
or customary procedures governing its operations.                               

 DESCRIPTION OF THE LIQUIDITY FACILITIES

     The following summary describes material terms of the Liquidity
Facilities and certain provisions of the Intercreditor Agreement relating to the
Liquidity Facilities. The summary supplements (and, to the extent inconsistent  
therewith, replaces) the description of the general terms and provisions        
relating to the Liquidity Facilities and the Intercreditor Agreement and the    
description of credit enhancements set forth in the Prospectus. The summary does
not purport to be complete and is qualified in its entirety by reference to all 
of the provisions of the Liquidity Facilities and the Intercreditor Agreement,  
each of which will be filed as an exhibit                                       

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to a Current Report on Form 8-K to be filed by American with the Commission. The
provisions of the Primary Liquidity Facilities are substantially identical      
except as otherwise indicated. The term "Liquidity Facilities" refers to the    
Primary Liquidity Facilities and the Above-Cap Liquidity Facility. There will be
no liquidity facility available with respect to the Class D Certificates.       

PRIMARY LIQUIDITY FACILITIES                                                    

GENERAL                                                   

        The primary liquidity provider for each of the Class G and Class C
Trusts (the "Primary Liquidity Provider") will enter into a separate revolving  
credit agreement (each, a "Primary Liquidity Facility") with the Subordination  
Agent with respect to such Trust. Under each Primary Liquidity Facility, the    
Primary Liquidity Provider will, if necessary, make one or more advances        
("Interest Drawings") to the Subordination Agent that will be used solely to    
make distributions of interest in respect of the Pool Balance of the related    
Certificates when scheduled, subject to certain limitations. The Primary        
Liquidity Facility for each of the Class G and Class C Trusts, together, in the 
case of the Class G Trust, with amounts in the Above-Cap Account, if any, are   
expected to be sufficient to distribute interest on the related Class of        
Certificates on up to six consecutive quarterly Regular Distribution Dates at   
the respective interest rates shown on the cover page of this Prospectus        
Supplement for the Class G Certificates and at an interest rate initially of %  
for the Class C Certificates (subject to change as described in "Description of 
the Certificates -- Possible Refunding of Series C Equipment Notes and Series D 
Equipment Notes") (the "Stated Interest Rates"). If interest payment defaults   
occur that exceed the amount covered by or available under the Primary Liquidity
Facility for any Trust, and, in the case of the Class G Trust, funds available  
under the Above-Cap Account, the Certificateholders of such Trust will bear     
their allocable share of the deficiencies to the extent that there are no other 
sources of funds. The initial Primary Liquidity Provider with respect to each   
Trust may be replaced by one or more other entities with respect to any of such 
Trusts under certain circumstances. Therefore, the Primary Liquidity Provider   
for the Trusts may differ.                                                      

DRAWINGS                                                  

          The initial Maximum Available Commitment available under the Primary
Liquidity Facility for the Class G and Class C Trusts will be as follows:       

                                                                [Download Table]

                                                           INITIAL  
                                                           MAXIMUM  
                                                          AVAILABLE 
TRUST                                                     COMMITMENT
-----                                                     ----------
                                                                    
Class G..............................................               
Class C..............................................               

        Except as otherwise provided below, the Primary Liquidity Facility
for each of the Class G and Class C Trusts will enable the Subordination Agent  
to make Interest Drawings thereunder on any Regular Distribution Date in order  
to make interest distributions then scheduled for the Certificates of such Trust
at the Stated Interest Rate for such Trust to the extent that the amount, if    
any, available to the Subordination Agent on such Regular Distribution Date is  
not sufficient to pay such interest. The maximum amount available to be drawn   
under a Primary Liquidity Facility with respect to any Trust on any Regular     
Distribution Date to fund any shortfall of interest on Certificates of such     
Trust will not exceed the then Maximum Available Commitment under such Primary  
Liquidity Facility.                                                             

       The "Maximum Available Commitment" at any time under each Primary
Liquidity Facility is an amount equal to the then Required Amount of such       
Primary Liquidity Facility less the aggregate amount of each Interest Drawing   
then outstanding under such Primary Liquidity Facility at such time, provided   
that following a Downgrade Drawing, a Final Drawing, or a Non-Extension Drawing 
under a Primary Liquidity Facility, the Maximum Available Commitment under such 
Primary Liquidity Facility shall be zero. Notwithstanding the foregoing, in     
connection with a Refunding as described in "Description of the Certificates -- 
Possible Refunding of Series C Equipment Notes and Series D Equipment Notes,"   
American could enter into a new primary liquidity facility with respect to the  
new class C certificates with a different initial amount and Maximum Available  
Commitment.                                                                     

        The "Required Amount" under each Primary Liquidity Facility on any
day is the aggregate amount sufficient to pay interest on the Pool Balance of   
the related Certificates at the Capped Interest Rate (in the case of the Class G
Certificates) or at the Stated Interest Rate (in the case of the Class C        
Certificates) on the six successive quarterly Regular Distribution Dates        
following such date or, if such day is a Regular Distribution Date, on such day 
and the five succeeding quarterly Regular Distribution Dates, in either case    

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calculated without regard to expected future distributions of principal on such 
Class of Certificates. The Pool Balance for purposes of the definition of       
Required Amount with respect to the Primary Liquidity Facility for the Class G  
Certificates, if any Policy Provider Election with respect to the Class G       
Certificates has been made, shall be deemed to be reduced by the amount (if     
positive) by which (a) the outstanding principal balance of each Equipment Note 
in respect of which such Policy Provider Election has been made shall exceed (b)
the amount of any Policy Drawing previously paid by the Policy Provider in      
respect of principal of such Equipment Note.                                    

        "Capped Interest Rate" for the Class G Certificates is a rate of %
per annum.                                                                      

           The Primary Liquidity Facility for any Class of Certificates does not
provide for drawings thereunder to pay for principal of or Break Amount or      
Prepayment Premium (in the case of the Class G Certificates) or Make-Whole      
Amount (in the case of the Class C Certificates) on the Certificates of such    
Class, or to pay principal of or interest, Break Amount, Prepayment Premium, or 
Make-Whole Amount with respect to the Certificates of any other Class. The      
Primary Liquidity Facility for the Class G Certificates does not provide for    
drawings thereunder to pay interest with respect thereto in excess of an amount 
equal to six full quarterly installments of interest calculated at the Capped   
Interest Rate for such Class. The Primary Liquidity Facility for the Class C    
Certificates does not provide for drawings thereunder to pay any interest with  
respect thereto in excess of the Stated Interest Rate for such Class, or any    
interest in an aggregate amount in excess of six quarterly installments of      
interest with respect thereto. (Primary Liquidity Facilities, Section 2.02;     
Intercreditor Agreement, Section 3.06)                                          

       Each payment by the Primary Liquidity Provider will reduce by the
same amount the Maximum Available Commitment under the related Primary Liquidity
Facility, subject to reinstatement as hereinafter described. With respect to any
Interest Drawings, upon reimbursement of the Primary Liquidity Provider in full 
or in part for the amount of such Interest Drawings plus accrued interest       
thereon, the Maximum Available Commitment under such Primary Liquidity Facility 
will be reinstated by the amount reimbursed but not to exceed the then Required 
Amount of such Primary Liquidity Facility; provided, however, such Primary      
Liquidity Facility will not be so reinstated at any time if (i) a Primary       
Liquidity Event of Default shall have occurred and be continuing and (ii) less  
than 65% of the then aggregate outstanding principal amount of all Equipment    
Notes are Performing Equipment Notes. Any amounts paid by the Policy Provider to
a Primary Liquidity Provider as described in "Description of the Intercreditor  
Agreement--Intercreditor Rights--Controlling Party" will not reinstate the      
relevant Primary Liquidity Facility, but any reimbursement of such amounts      
received by the Policy Provider under the distribution provisions of the        
Intercreditor Agreement will reinstate the relevant Primary Liquidity Facility  
to the extent of such reimbursement unless (i) a Primary Liquidity Event of     
Default shall have occurred and be continuing and (ii) less than 65% of the then
aggregate outstanding principal amount of all Equipment Notes are Performing    
Equipment Notes. With respect to any other drawings under such Primary Liquidity
Facility, amounts available to be drawn thereunder are not subject to           
reinstatement. (Primary Liquidity Facilities, Section 2.02(a); Intercreditor    
Agreement, Section 3.06(g)) Following each reduction of the Pool Balance for the
applicable Trust, the Required Amount of the Primary Liquidity Facility for any 
Trust will be reduced automatically to an amount sufficient to pay interest on  
the relevant Pool Balance thereof on the next six successive quarterly Regular  
Distribution Dates (without regard to expected future distributions of principal
of such Certificates) at the Capped Interest Rate (in the case of the Class G   
Certificates) or at the Stated Interest Rate (in the case of the Class C        
Certificates). (Primary Liquidity Facilities, Section 2.04)                     

         "Performing Equipment Note" means an Equipment Note issued pursuant
to an Indenture with respect to which no payment default has occurred and is    
continuing (without giving effect to any acceleration); provided that in the    
event of a bankruptcy proceeding involving American under the Bankruptcy Code,  
(i) any payment default occurring before the date of the order of relief in such
proceeding will not be taken into consideration during the 60-day period under  
Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer period as may apply
under Section 1110(b) of the Bankruptcy Code) (the "Section 1110 Period"), (ii) 
any payment default occurring after the date of the order of relief in such     
proceedings will not be taken into consideration if such payment default is     
cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the later of 30 
days after the date of such default or the expiration of the Section 1110       
Period, and (iii) any payment default occurring after the Section 1110 Period   
will not be taken into consideration if such payment default is cured before the
end of the grace period, if any, set forth in the related Indenture.            
(Intercreditor Agreement, Section 1.01)                                         

REPLACEMENT OF PRIMARY LIQUIDITY FACILITIES               

     If at any time (i) the short-term corporate credit rating (with
respect to Standard & Poor's) or short-term unsecured debt rating (with respect 
to Moody's) of the Primary Liquidity Provider for either of the Class G or Class
C Trusts (or if such Primary Liquidity Provider does not have such a rating     
issued by a given Rating Agency, the long-term corporate credit rating (with    
respect to Standard & Poor's) or long-term unsecured debt rating (with respect  
to Moody's) of such Primary Liquidity Provider) or, if applicable, the          
short-term corporate credit rating (with respect to Standard & Poor's) or       
short-term unsecured debt rating (with respect to Moody's) of any guarantor of  
the obligations of the Primary Liquidity Provider issued by either Rating Agency
is lower than the                                                               

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Threshold Rating or (ii) any guarantee of the Primary Liquidity Provider's      
obligations under the relevant Primary Liquidity Facility becomes invalid or    
unenforceable, the Primary Liquidity Facility for such Class may be replaced by 
a Replacement Primary Facility subject to receipt of the Rating Agencies'       
written confirmation of their respective ratings (without regard to the Policy) 
then in effect of the Certificates with respect to which such Primary Liquidity 
Facility was issued (before downgrading of such ratings, if any, as a result of 
downgrading of the Primary Liquidity Provider or, if applicable, the downgrading
of any guarantor of the obligations of the Primary Liquidity Provider or any    
such guarantee becoming invalid or unenforceable). If such Primary Liquidity    
Facility is not replaced with a Replacement Primary Facility within 10 days     
after the date of the downgrading or such guarantee becomes invalid or          
unenforceable, the Subordination Agent will draw the then Maximum Available     
Commitment under such Primary Liquidity Facility (the "Downgrade Drawing"). The 
Subordination Agent will deposit the proceeds of any Downgrade Drawing into a   
cash collateral account (the "Primary Cash Collateral Account") for such Class  
of Certificates and will use these proceeds for the same purposes and under the 
same circumstances and subject to the same conditions as cash payments of       
Interest Drawings under such Primary Liquidity Facility would be used. (Primary 
Liquidity Facilities, Section 2.02(c); Intercreditor Agreement, Sections 3.06(c)
and 3.06(f))                                                                    

         A "Replacement Primary Facility" for any Primary Liquidity Facility
will mean an irrevocable revolving credit agreement (or agreements) in          
substantially the form of the replaced Primary Liquidity Facility, including    
reinstatement provisions, or in such other form (which may include a letter of  
credit, surety bond, financial insurance policy, or guaranty) as will permit the
Rating Agencies to confirm in writing their respective ratings then in effect   
for the Certificates with respect to which such Primary Liquidity Facility was  
issued (before downgrading of such ratings, if any, as a result of the          
downgrading of the Primary Liquidity Provider (without regard to the Policy) or,
if applicable, the downgrading of any guarantor of the obligations of the       
Primary Liquidity Provider or any such guarantee becoming invalid or            
unenforceable), and which, in the case of a Replacement Primary Facility for the
Class G Certificates, shall be consented to by the Policy Provider (which       
consent shall not be unreasonably withheld or delayed) in a face amount (or in  
an aggregate face amount) equal to the amount sufficient to pay interest on the 
Pool Balance of the Certificates of such Trust (at the Capped Interest Rate in  
the case of the Class G Certificates, and at the Stated Interest Rate, in the   
case of the Class C Certificates, and without regard to expected future         
principal distributions) on the six Regular Distribution Dates following the    
date of replacement of such Primary Liquidity Facility, or, if such date is a   
Regular Distribution Date, on such day and the five Regular Distribution Dates  
following such day, and issued by a person (or persons) having debt ratings (or 
whose guarantor, if applicable, has debt ratings) issued by both Rating Agencies
that are equal to or higher than the Threshold Rating. (Intercreditor Agreement,
Section 1.01) The provider of any Replacement Primary Facility will have the    
same rights (including, without limitation, priority distribution rights and    
rights as Controlling Party) under the Intercreditor Agreement as the replaced  
Liquidity Provider.                                                             

        "Threshold Rating" means (i) a short-term unsecured debt rating of
P-1 in the case of Moody's and a short-term corporate credit rating of A-1 in   
the case of Standard & Poor's and (ii) in the case of any person who does not   
have a short-term unsecured debt rating from Moody's or a short-term corporate  
credit rating from Standard & Poor's, then in lieu of such rating from such     
Rating Agency or Rating Agencies, a long-term unsecured debt rating of A1 in the
case of Moody's and a long-term corporate credit rating of A in the case of     
Standard & Poor's.                                                              

        The Primary Liquidity Facility for each of the Class G and Class C
Trusts provides that the Primary Liquidity Provider's obligations thereunder    
will expire on the earliest of:                                                 

o         364 days after the initial issuance date of the 
                   Certificates (counting from, and including, such issuance
date);                                

          o         the date on which the Subordination Agent delivers to such
               Primary Liquidity Provider a certification that Final
                     Distributions on all of the Certificates of such Trust have
               been paid in full or provision has been made for such
payment;                              

          o         the date on which the Subordination Agent delivers to such
           Primary Liquidity Provider a certification that a
                    Replacement Primary Facility has been substituted for such
Primary Liquidity Facility;           

o         the fifth Business Day following receipt by the 
               Subordination Agent of a Termination Notice from such
               Primary Liquidity Provider (see "-- Primary Liquidity
Events of Default"); and              

          o         the date on which no amount is or may (including by reason
                   of reinstatement) become available for drawing under such
Primary Liquidity Facility.           

          Each Primary Liquidity Facility provides that it may be extended for
364-day periods by mutual agreement of the relevant Primary Liquidity Provider  
and the Subordination Agent. Under specified circumstances, the initial Primary 
Liquidity Provider may                                                          

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extend the Primary Liquidity Facility beyond any such 364-day period to as late 
as the date that is 15 days after the Final Legal Distribution Date for the     
relevant Class of Certificates.                                                 

         The Intercreditor Agreement will provide for the replacement of the
Primary Liquidity Facility for any Trust if such Primary Liquidity Facility is  
scheduled to expire earlier than 15 days after the Final Legal Distribution Date
for the Certificates of such Trust and such Primary Liquidity Facility is not   
extended at least 25 days prior to its then scheduled expiration date. If such  
Primary Liquidity Facility is not so extended or replaced by the 25th day prior 
to its then scheduled expiration date, the Subordination Agent shall request a  
drawing in full up to the then Maximum Available Commitment under such Primary  
Liquidity Facility (the "Non-Extension Drawing"). The Subordination Agent will  
hold the proceeds of the Non-Extension Drawing in the Primary Cash Collateral   
Account for the related Trust as cash collateral to be used for the same        
purposes and under the same circumstances, and subject to the same conditions,  
as cash payments of Interest Drawings under such Primary Liquidity Facility     
would be used. (Primary Liquidity Facilities, Section 2.02(b); Intercreditor    
Agreement, Sections 3.06(d) and 3.06(f))                                        

          Subject to certain limitations, American may, at its option, arrange
for a Replacement Primary Facility at any time to replace the Primary Liquidity 
Facility for any Trust (including without limitation any Replacement Primary    
Facility described in the following sentence). In addition, if any Primary      
Liquidity Provider determines not to extend any Primary Liquidity Facility, then
such Primary Liquidity Provider may, at its option, arrange for a Replacement   
Primary Facility acceptable to American to replace such Primary Liquidity       
Facility during the period no earlier than 40 days and no later than 25 days    
prior to the then scheduled expiration date of such Primary Liquidity Facility. 
The Primary Liquidity Provider may also arrange for a Replacement Primary       
Liquidity Facility to replace a Primary Liquidity Facility at any time after it 
has extended the expiration of such Primary Liquidity Facility for a period in  
excess of a 364-day period and as late as 15 days after the Final Legal         
Distribution Date for such Class of Certificates. If a Replacement Primary      
Facility is provided at any time after a Downgrade Drawing or a Non-Extension   
Drawing under any Primary Liquidity Facility, the funds with respect to such    
Primary Liquidity Facility on deposit in the Primary Cash Collateral Account for
such Trust will be returned to the Primary Liquidity Provider being replaced.   
(Intercreditor Agreement, Section 3.06(e))                                      

         Upon receipt by the Subordination Agent of a Termination Notice (as
defined under "--Primary Liquidity Events of Default" below) with respect to any
Primary Liquidity Facility from the relevant Primary Liquidity Provider, the    
Subordination Agent shall request a final drawing (a "Final Drawing") under such
Primary Liquidity Facility in an amount equal to the then Maximum Available     
Commitment thereunder. The Subordination Agent will hold the proceeds of the    
Final Drawing in the Primary Cash Collateral Account for the related Trust as   
cash collateral to be used for the same purposes and under the same             
circumstances, and subject to the same conditions, as cash payments of Interest 
Drawings under such Primary Liquidity Facility would be used. (Primary Liquidity
Facilities, Section 2.02(d); Intercreditor Agreement, Sections 3.06(f) and      
3.06(i))                                                                        

   Drawings under any Primary Liquidity Facility will be made by
delivery by the Subordination Agent of a certificate in the form required by    
such Primary Liquidity Facility. Upon receipt of such a certificate, the        
relevant Primary Liquidity Provider is obligated to make payment of the drawing 
requested thereby in immediately available funds. Upon payment by the relevant  
Primary Liquidity Provider of the amount specified in any drawing under any     
Primary Liquidity Facility, such Primary Liquidity Provider will be fully       
discharged of its obligations under such Primary Liquidity Facility with respect
to such drawing and will not thereafter be obligated to make any further        
payments under such Primary Liquidity Facility in respect of such drawing to the
Subordination Agent or any other person.                                        

REIMBURSEMENT OF DRAWINGS                                 

    The Subordination Agent must reimburse amounts drawn under any
Primary Liquidity Facility by reason of an Interest Drawing, Final Drawing,     
Downgrade Drawing, or Non-Extension Drawing and interest thereon, but only to   
the extent that the Subordination Agent has funds available therefor.           

INTEREST DRAWINGS AND FINAL DRAWINGS                      

        Amounts drawn under any Primary Liquidity Facility by reason of an
Interest Drawing or Final Drawing (each, a "Drawing") will be immediately due   
and payable to the Primary Liquidity Provider, together with interest on the    
amount of such drawing. From the date of such drawing to (but excluding) the    
third business day following the Primary Liquidity Provider's receipt of the    
notice of such Interest Drawing, interest will accrue at the Base Rate plus     
2.50% per annum. Thereafter, interest will accrue at Liquidity Facility LIBOR   
for the applicable interest period plus 2.50% per annum. In the case of a Final 
Drawing, however, the Subordination Agent may convert the Final Drawing into a  
drawing bearing interest at the Base Rate plus 2.50% per annum on the last day  
of an interest period for such Drawing.                                         

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       "Base Rate" means a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to the      
weighted average of the rates on overnight Federal funds transactions with      
members of the Federal Reserve System arranged by Federal funds brokers, as     
published for each day of the period for which the Base Rate is to be determined
(or, if such day is not a Business Day, for the next preceding Business Day) by 
the Federal Reserve Bank of New York, or if such rate is not so published for   
any day that is a Business Day, the average of the quotations for such day for  
such transactions received by the applicable Liquidity Provider from three      
Federal funds brokers of recognized standing selected by it (and reasonably     
satisfactory to American) plus one quarter of one percent (0.25%).              

    "Liquidity Facility LIBOR" means, with respect to any interest
period, the rate per annum appearing on display page 3750 (British Bankers      
Association -- LIBOR) of the Dow Jones Markets Service (or any successor or     
substitute therefor) at approximately 11:00 A.M. (London time) two London       
business days before the first day of such interest period as the rate for      
dollar deposits with a maturity comparable to such interest period, or if such  
rate is not available, a rate per annum determined by certain alternative       
methods.                                                                        

DOWNGRADE DRAWINGS AND NON-EXTENSION DRAWINGS             

          The amount drawn under any Primary Liquidity Facility by reason of a
Downgrade Drawing or a Non-Extension Drawing and deposited in a Primary Cash    
Collateral Account will be treated as follows:                                  

        o         such amount will be released on any Distribution Date to
                  the Primary Liquidity Provider to pay any obligations to
                  the Primary Liquidity Provider to the extent such amount
exceeds the Required Amount;          

          o         any portion of such amount withdrawn from the Primary Cash
                  Collateral Account for such Certificates to pay interest
                   distributions on such Certificates will be treated in the
same way as Interest Drawings; and    

      o         the balance of such amount will be invested in certain
specified eligible investments.       

     Any Downgrade Drawing or Non-Extension Drawing under any of the
Primary Liquidity Facilities, other than any portion thereof applied to the     
payment of interest distributions on the Certificates, will bear interest (x)   
subject to clause (y) below, at a rate equal to (i) from the date of such       
drawing to (but excluding) the third Business Day following the Primary         
Liquidity Provider's receipt of the notice of such Downgrade Drawing or         
Non-Extension Drawing, at the Base Rate and (ii) thereafter, at Liquidity       
Facility LIBOR for the applicable period (and in either case will continue to be
subject to the payment of a commitment fee on the amount of such Downgrade      
Drawing or Non-Extension Drawing) and (y) from and after the date, if any, on   
which it is converted into a Final Drawing as described below under "-- Primary 
Liquidity Events of Default," at a rate equal to Liquidity Facility LIBOR for   
the applicable interest period (or, as described in the first paragraph under   
"-- Interest Drawings and Final Drawings," the Base Rate) plus 2.50% per annum. 

PRIMARY LIQUIDITY EVENTS OF DEFAULT                       

      Events of default under each Primary Liquidity Facility (each, a
"Primary Liquidity Event of Default") will consist of:                          

o         the acceleration of all the Equipment Notes; or 

        o         certain bankruptcy or similar events involving American.
      (Primary Liquidity Facilities, Section 1.01)

     If (i) any Primary Liquidity Event of Default under any Primary
Liquidity Facility has occurred and is continuing and (ii) less than 65% of the 
aggregate outstanding principal amount of all Equipment Notes are Performing    
Equipment Notes, the applicable Primary Liquidity Provider may, in its          
discretion, give a notice of termination of such Primary Liquidity Facility (a  
"Termination Notice"). The Termination Notice will have the following           
consequences:                                                                   

         o         the related Primary Liquidity Facility will expire on the
                     fifth Business Day after the date on which such Termination
        Notice is received by the Subordination Agent;

      o         the Subordination Agent will request promptly, and the
                Primary Liquidity Provider will honor, a Final Drawing
                     thereunder in an amount equal to the then Maximum Available
Commitment thereunder;                

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o        any Drawing remaining unreimbursed as of the date of 
            termination will be converted automatically into a Final
      Drawing under such Primary Liquidity Facility; and

   o        all amounts owing to the Primary Liquidity Provider will
become immediately due and payable.         

Notwithstanding the foregoing, the Subordination Agent will be
obligated to pay amounts owing to the applicable Primary Liquidity Provider only
to the extent of funds available therefor after giving effect to the payments in
accordance with the provisions set forth under "Description of the Intercreditor
Agreement -- Priority of Distributions." (Primary Liquidity Facilities, Section 
6.01)                                                                           

Upon the circumstances described under "Description of the    
Intercreditor Agreement -- Intercreditor Rights," a Primary Liquidity Provider  
may become the Controlling Party with respect to the exercise of remedies under 
the Indentures. (Intercreditor Agreement, Section 2.06(c))                      

PRIMARY LIQUIDITY PROVIDER                                    

    The initial Liquidity Provider for each of the Class G and Class C
Trusts will be Citibank, N.A. Citibank, N.A. is an affiliate of Salomon Smith   
Barney Inc., which will act as an underwriter in this offering.                 

  Citibank, N.A. has a long-term unsecured debt rating of Aa1 from
Moody's and a long-term corporate credit rating of AA from Standard & Poor's and
a short-term unsecured debt rating of P1 from Moody's and a short-term corporate
credit rating of A-1+ from Standard & Poor's.                                   

         Citibank, N.A. intends to find a replacement primary liquidity provider
as soon as is feasible.                                                         

ABOVE-CAP LIQUIDITY FACILITY                                  

GENERAL                                                       

        The Above-Cap Liquidity Provider for the Class G Trust will enter into
an irrevocable interest rate cap agreement (the "Above-Cap Liquidity Facility") 
with the Subordination Agent with respect to such Trust.                        

PAYMENTS                                                      

 Under the Above-Cap Liquidity Facility, the Above-Cap Liquidity
Provider will make payments (each, an "Above-Cap Payment") on any Distribution  
Date if (i) after giving effect to the provisions of the Intercreditor Agreement
(but without regard to drawings under the related Primary Liquidity Facility or 
withdrawals from the related Primary Cash Collateral Account or Above-Cap       
Account), the Subordination Agent does not have sufficient funds for the payment
of interest on the Class G Certificates, and (ii) then effective LIBOR exceeds  
Capped LIBOR, in an amount equal to (regardless of whether any portion of such  
amount has been or is being funded by the relevant Primary Liquidity Provider as
an Interest Drawing) the product of (x) the excess of LIBOR over Capped LIBOR,  
multiplied by (y) the Pool Balance of the Class G Certificates, multiplied by   
(z) the actual days elapsed in the applicable interest period divided by 360.   
"Capped LIBOR" is equal to % per annum.                                         

     An Above-Cap Payment under the Above-Cap Liquidity Facility will be
made to the Subordination Agent, which will immediately deposit such Above-Cap  
Payment in the Above-Cap Account to be available for withdrawals as described in
"--Above-Cap Account" below. The Above-Cap Liquidity Facility will be available 
to make payments only as long as the related Primary Liquidity Facility is      
available to be drawn or there are amounts available to be withdrawn in the     
related Primary Cash Collateral Account or the Above-Cap Account.               

The Above-Cap Liquidity Facility does not provide for payments
thereunder to pay for principal of, or Break Amount or Prepayment Premium on,   
the Certificates of such Class or to pay principal of, or interest, Break       
Amount, Prepayment Premium, or Make-Whole Amount on, the Certificates of any    
other Class. (Intercreditor Agreement, Section 3.06.) The Subordination Agent   
will have no obligation to reimburse the Above-Cap Liquidity Provider for any   
Above-Cap Payment.                                                              

EARLY TERMINATION                                             

   If at any time the Above-Cap Liquidity Provider fails to meet the
Threshold Rating, then the Above-Cap Liquidity Facility may be replaced by a    
Replacement Above-Cap Liquidity Facility subject to receipt of the Rating       
Agencies' written confirmation of                                               

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their respective ratings (without regard to the Policy) then in effect of the   
Class G Certificates (before downgrading of such ratings as a result of the     
downgrading of the Above-Cap Liquidity Provider). If such Above-Cap Liquidity   
Facility is not replaced with a Replacement Above-Cap Liquidity Facility within 
10 days of such downgrading or, if earlier, by the expiration date of such      
Above-Cap Liquidity Facility, the Above-Cap Liquidity Provider will pay to the  
Subordination Agent for deposit into a reserve account (the "Above-Cap Reserve  
Account") for the benefit of the Class G Certificates an amount in cash (the    
"Above-Cap Reserve Amount") equal to the product of:                            

o        1.528, multiplied by                                 

o        % per annum minus Capped LIBOR, multiplied by        

o        the Pool Balance of the Class G Certificates,        

plus all other unpaid amounts then due under the Above-Cap Liquidity Facility.  
Upon the payment, the Above-Cap Liquidity Facility shall terminate.             

        The Above-Cap Liquidity Facility may be terminated upon the occurrence
of certain other specified events with respect to the Above-Cap Liquidity       
Provider and upon the occurrence of any such event the Above-Cap Liquidity      
Provider is obligated to pay the Above-Cap Reserve Amount into the Above-Cap    
Reserve Account.                                                                

A "Replacement Above-Cap Liquidity Facility" for the Above-Cap
Liquidity Facility will mean an irrevocable interest rate cap agreement (or     
agreements) in substantially the form of the replaced Above-Cap Liquidity       
Facility, or in such other form as will permit the Rating Agencies to confirm in
writing their respective ratings then in effect for the Class G Certificates    
(without regard to the Policy and before downgrading of such ratings, if any, as
a result of the downgrading of the Above-Cap Liquidity Provider) and issued by a
person (or persons) having debt ratings issued by both Rating Agencies that are 
equal to or higher than the Threshold Rating and which person will be consented 
to by the Policy Provider (which consent shall not be unreasonably withheld or  
delayed); provided that in certain circumstances involving imposition of        
withholding taxes upon payments to be made by the Above-Cap Liquidity Provider, 
(i) no prior ratings confirmation or consent of the Policy Provider will be     
required if the initial Above-Cap Liquidity Provider assigns all of its rights  
and obligations under the Above-Cap Liquidity Facility to one of its offices or 
pre-identified affiliates then meeting the Threshold Rating requirement and (ii)
no consent of the Policy Provider will be required if such assignment is made by
the initial Above-Cap Liquidity Provider to one of its affiliates other than    
such pre-identified affiliates. (Intercreditor Agreement, Section 1.01)         

  Amounts will be withdrawn from the Above-Cap Reserve Account and
deposited in the Above-Cap Account as needed, to be used for the same purposes  
and under the same circumstances, and subject to the same conditions, as        
Above-Cap Payments under the related Above-Cap Liquidity Facility (were such    
Above-Cap Liquidity Facility still in effect) would be used. Cash deposited into
the Above-Cap Reserve Account will be invested in certain specified eligible    
investments.                                                                    

        The Above-Cap Liquidity Facility provides that the Above-Cap Liquidity
Provider's obligations thereunder will expire on the earlier of the first       
Business Day after (i) the Final Legal Distribution Date for the Class G        
Certificates and (ii) the date on which the Pool Balance of the Class G Trust   
equals zero.                                                                    

ABOVE-CAP ACCOUNT                                             

  The Subordination Agent will maintain an account (the "Above-Cap
Account") for the Class G Trust into which Above-Cap Payments made by the       
Above-Cap Liquidity Provider will be deposited. If, on any Distribution Date,   
after giving effect to the subordination provisions of the Intercreditor        
Agreement and after giving effect to any Interest Drawing under the relevant    
Primary Liquidity Facility or withdrawals from the related Primary Cash         
Collateral Account, there are insufficient funds available to the Subordination 
Agent to pay interest on the Class G Certificates (regardless of whether LIBOR  
is lower or higher than the Capped LIBOR), the Subordination Agent shall make a 
withdrawal from the related Above-Cap Account to fund such shortfall to the     
extent funds are available in such Above-Cap Account (after giving effect to any
Above-Cap Payment or any transfer required from the Above-Cap Reserve Account). 

       Amounts deposited into the Above-Cap Account are not available to pay
principal of or Break Amount (if any), Prepayment Premium (if any), Make-Whole  
Amount (if any), with respect to any Certificates. On the earlier of the first  
Business Day after (i) the Final Legal Distribution Date for the Class G        
Certificates and (ii) the date of payment in full of Final Distributions with   
respect to the                                                                  

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Class G Certificates, the Subordination Agent will pay to the Above-Cap         
Liquidity Provider an amount equal to the sum of the amounts remaining in the   
Above-Cap Account and the Above-Cap Reserve Account, if any.                    

         Amounts available under the Above-Cap Liquidity Facility, together with
the maximum amount of Interest Drawings available under the related Primary     
Liquidity Facility, are expected to be sufficient to pay interest (calculated at
the Stated Interest Rate for such Class of Certificates) on the Class G         
Certificates on up to six consecutive Regular Distribution Dates (without regard
to any expected future payments of principal on such Certificates).             

   Notwithstanding the subordination provisions of the Intercreditor
Agreement, the holders of the Class G Certificates will be entitled to receive  
and retain the proceeds of withdrawals from the Above Cap-Account.              

INITIAL ABOVE-CAP LIQUIDITY PROVIDER                          

        The initial Above-Cap Liquidity Provider for the Class G Trust will be
Credit Suisse First Boston International ("CSFBI") (the "Above-Cap Liquidity    
Provider" and, together with each Primary Liquidity Provider, the "Liquidity    
Providers"), an affiliate of Credit Suisse First Boston Corporation, one of the 
underwriters in this offering. CSFBI is an unlimited liability company          
incorporated in England and Wales. Its principal business is banking, including 
the trading of derivative products linked to interest rates, equities, foreign  
exchange and credit. CSFBI is an authorized institution under the Banking Act of
1987 and is regulated by The Financial Services Authority. CSFBI has a          
short-term debt rating of P-1 from Moody's and a short-term corporate credit    
rating of A-1+ (negative outlook) from Standard & Poor's, and a long-term debt  
rating of Aa3 (negative outlook) from Moody's and a long-term corporate credit  
rating of AA- (negative outlook) from Standard & Poor's.                        

 DESCRIPTION OF THE POLICY AND THE POLICY PROVIDER AGREEMENT

         The following summary describes certain terms of the Policy and certain
material provisions of the Policy Provider Agreement relating to the Policy. The
summary does not purport to be complete and is qualified in its entirety by     
reference to all of the provisions of the Policy, which will be filed as an     
exhibit to a Current Report on Form 8-K to be filed by American with the        
Commission. Certain defined terms used in this summary are defined below under  
"--Definitions."                                                                

THE POLICY                                                                      

       The Policy Provider will issue a financial guarantee insurance policy
(the "Policy") in favor of the Subordination Agent for the benefit of the       
holders of the Class G Certificates. The Policy does not cover any amounts      
payable on any other Class of Certificates. The Intercreditor Agreement directs 
the Subordination Agent to make a drawing under the Policy for the Class G      
Certificates under the following five circumstances:                            

INTEREST DRAWINGS                                             

  If, on any Regular Distribution Date (other than the Final Legal
Distribution Date) for the Class G Certificates, after giving effect to the     
application of funds in accordance with the priorities set forth under          
"Description of the Intercreditor Agreement--Priority of Distributions," and    

         o        any drawings paid under the Primary Liquidity Facility for the
               Class G Certificates in respect of accrued interest on such
Certificates,                               

   o        any withdrawal of funds from the Primary Cash Collateral
           Account for the Class G Certificates in respect of such
interest, and                               

       o        any withdrawal from the Above-Cap Account in respect of such
                interest (collectively with the amounts described in the two
previous bullet points, "Prior Funds"),     

the Subordination Agent does not then have sufficient funds available for the   
payment of all amounts of interest scheduled for distribution on the Class G    
Certificates at the applicable Stated Interest Rate, the Subordination Agent is 
to request a Policy Drawing under the Policy in an amount sufficient to enable  
the Subordination Agent to distribute such interest.                            

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PROCEEDS DEFICIENCY DRAWING                                   

     If the Subordination Agent receives a Special Payment consisting of
proceeds of the Disposition of any Defaulted Series G Equipment Note or the     
related Collateral under (and as defined in) the related Indenture and after    
giving effect to the subordination provisions of the Intercreditor Agreement and
(if such Disposition occurs prior to a Policy Provider Election with respect to 
such Defaulted Series G Equipment Note) to the application of Prior Funds, the  
Subordination Agent does not have sufficient funds available to reduce the      
outstanding Pool Balance for the Class G Certificates by an amount equal to the 
outstanding principal amount of such Defaulted Series G Equipment Note          
(determined immediately prior to receipt of such Disposition proceeds) plus     
accrued and unpaid interest on the amount of such reduction at the Stated       
Interest Rate for the Class G Certificates from the immediately preceding       
Regular Distribution Date, then on any Policy Business Day elected by the       
Subordination Agent upon 20 days notice to the Policy Provider, the Policy      
Provider will pay to the Subordination Agent an amount sufficient to enable the 
Subordination Agent, after giving effect to the application of such Disposition 
proceeds and (if such Disposition occurs prior to a Policy Provider Election    
with respect to such Defaulted Series G Equipment Note) Prior Funds, the amount,
if any, required to reduce the Pool Balance of the Class G Certificates by an   
amount equal to the outstanding principal amount of such Defaulted Series G     
Equipment Note (less the amount of any Policy Drawings previously paid by the   
Policy Provider in respect of principal on such Defaulted Series G Equipment    
Note) plus accrued and unpaid interest on the amount of reduction at the Stated 
Interest Rate for the Class G Certificates from the immediately preceding       
Regular Distribution Date.                                                      

NO PROCEEDS DRAWING                                           

         On the first Policy Business Day (which shall be a Special Distribution
Date) that is 21 months after the last date on which full payment was made on a 
Series G Equipment Note as to which there has subsequently been a failure to pay
principal or that has been accelerated, if there has not previously been a      
Proceeds Deficiency Drawing as described in the preceding paragraph with respect
to such Equipment Note, then on that Special Distribution Date the Subordination
Agent will request a drawing under the Policy in an amount equal to the then    
outstanding principal amount of such Defaulted Series G Equipment Note plus     
accrued and unpaid interest thereon at the Stated Interest Rate for the Class G 
Certificates from the immediately preceding Regular Distribution Date to such   
Special Distribution Date. The Subordination Agent is to give prompt notice to  
each Trustee, the Liquidity Providers and the Policy Provider establishing the  
Special Distribution Date, which notice is to be given not less than 25 days    
prior to such Special Distribution Date. After the payment by the Policy        
Provider in full of the requested drawing, the Subordination Agent will have no 
right to make any further drawing under the Policy in respect of the Defaulted  
Series G Equipment Note except for an Avoidance Drawing as described below.     

       Notwithstanding the foregoing, at the end of any such 21-month period
the Policy Provider may, so long as no Policy Provider Default shall have       
occurred and be continuing, by giving notice to the Subordination Agent at least
five days prior to the end of such 21-month period, elect (the "Policy Provider 
Election") instead to pay:                                                      

   o        on such Special Distribution Date an amount equal to the
                scheduled principal and interest payable but not paid on the
            Defaulted Series G Equipment Note (without regard to the
            acceleration thereof) during such 21-month period (after
               giving effect to the application of funds received from the
                related Primary Liquidity Facility, the related Primary Cash
               Collateral Account, and the Above-Cap Account, in each case
with respect to such interest) and          

         o        thereafter, on each Regular Distribution Date, an amount equal
          to the scheduled principal and interest payable on the
                 Defaulted Series G Equipment Note on the related payment date
            (without regard to any acceleration thereof or any funds
               available under any Primary Liquidity Facility, any Primary
                Cash Collateral Account, or the Above-Cap Account) until the
                  establishment of an Election Distribution Date or of a Special
        Distribution Date as provided in the next paragraph.

         Following a Policy Provider Election, on any Policy Business Day (which
shall be a Special Distribution Date) elected by the Policy Provider upon 20    
days notice to the Subordination Agent, the Policy Provider may (notwithstanding
the Policy Provider Election) request the Subordination Agent to, and the       
Subordination Agent shall, make a Policy Drawing for an amount equal to the then
outstanding principal balance of the Defaulted Series G Equipment Note (less any
drawings previously paid by the Policy Provider in respect of principal on such 
Defaulted Series G Equipment Note) and accrued and unpaid interest thereon at   
the Stated Interest Rate for the Class G Certificates from the immediately      
preceding Regular Distribution Date to such Special Distribution Date.          

         Further, after a Policy Provider Election, following the occurrence and
continuation of a Policy Provider Default, the Subordination Agent shall be     
required on a Policy Business Day specified by the Subordination Agent upon 20  
days notice to the Policy Provider (such specified Policy Business Day, an      
"Election Distribution Date,"which shall be a Special Distribution Date) to     

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make a Policy Drawing under the Policy for an amount equal to the then          
outstanding principal balance of the Defaulted Series G Equipment Note (less any
Policy Drawings previously paid by the Policy Provider in respect of principal  
on such Defaulted Series G Equipment Note) and accrued and unpaid interest      
thereon at the Stated Interest Rate for the Class G Certificates from the       
immediately preceding Regular Distribution Date to such Election Distribution   
Date.                                                                           

 Regardless of whether or not the Policy Provider makes a Policy
Provider Election, the Policy Provider shall, at the end of the 21-month period,
endorse the Policy (if not already endorsed to so provide) to provide for the   
payment to the Primary Liquidity Provider with respect to the Class G           
Certificates of interest accruing on the outstanding drawings of the related    
Primary Liquidity Facility from and after the end of such 21-month period as and
when such interest becomes due in accordance with such Primary Liquidity        
Facility.                                                                       

FINAL POLICY DRAWING                                          

      If on the Final Legal Distribution Date of the Class G Certificates,
after giving effect to the application of funds in accordance with the          
priorities set forth under "Description of the Intercreditor Agreement -        
Priority of Distributions," and the application of any Prior Funds, the         
Subordination Agent does not then have sufficient funds available for the       
payment in full of the Final Distributions (calculated as at such date but      
excluding any unpaid Break Amount or Prepayment Premium) on the Class G         
Certificates, the Subordination Agent shall request a Policy Drawing under the  
Policy in an amount sufficient to enable the Subordination Agent to pay in full 
such Final Distributions (calculated as at such date but excluding any unpaid   
Break Amount or Prepayment Premium) on the Class G Certificates.                

AVOIDANCE DRAWING                                             

    If at any time the Subordination Agent has actual knowledge of the
issuance of any Order prior to the expiration of the Policy, the Subordination  
Agent is to give prompt notice to each Trustee, American, each Liquidity        
Provider and the Policy Provider of such Order and establish as a Special       
Distribution Date the date that is the earlier of the third Business Day that   
immediately precedes the expiration of the Policy and the Business Day that     
immediately follows the 25th day after the Subordination Agent's notice. With   
respect to that Special Distribution Date, the Subordination Agent is to request
a Policy Drawing for the relevant Preference Amount and to deliver to the Policy
Provider a copy of the documentation required by such Policy with respect to    
such Order.                                                                     

GENERAL                                                                         

        All requests by the Subordination Agent for a Policy Drawing under the
Policy are to be made by the Subordination Agent no later than 1:00 p.m. (New   
York City time) on (or, in the case of any Preference Amount, at least three    
Business Days prior to) the applicable Distribution Date in the form required by
the Policy and delivered to the Policy Provider in accordance with the Policy.  
All proceeds of any Policy Drawing are to be deposited by the Subordination     
Agent in the policy account established by the Subordination Agent pursuant to  
the Intercreditor Agreement (the "Policy Account") and used by the Class G      
Trustee for distribution to the holders of the Class G Certificates without     
regard to the subordination provisions of the Intercreditor Agreement. In the   
case of any Preference Amounts, however, all or part of the Policy Drawing will 
be paid directly to the receiver, conservator, debtor-in-possession, or trustee 
in bankruptcy to the extent such amounts have not been paid by the              
Certificateholders. If any request for a Policy Drawing is rejected because it  
does not satisfy the requirements of the relevant Policy, the Subordination     
Agent will be required to resubmit the request so as to satisfy those           
requirements.                                                                   

       The Policy provides that if such a request by the Subordination Agent
for a policy drawing is properly submitted or resubmitted it will pay to the    
Subordination Agent for deposit in the Policy Account the applicable payment    
under such Policy no later than 3:00 p.m. on the later of the relevant          
Distribution Date and the date the request is received by the Policy Provider   
(if the request is received by 1:00 p.m. on such date) or on the next Policy    
Business Day (if the request is received after that time).                      

    The Policy Provider will be subrogated to all of the rights of the
holders of the Class G Certificates to payment on the Class G Certificates to   
the extent of the payments made under the Policy. Once any payment made under   
the Policy is received by the Subordination Agent, the Policy Provider will have
no further obligation in respect of those payments, regardless of whether or not
the funds are properly distributed by the Subordination Agent or the Class G    
Trustee. The Policy Provider shall not be required to make any payment except at
the times and in the amounts expressly set forth in the Policy.                 

       The Policy does not cover (i) shortfalls, if any, attributable to the
liability of the Class G Trusts, the Class G Trustee, or the Subordination Agent
for withholding taxes, if any (including interest and penalties in respect of   
that liability), (ii) any Break Amount                                          

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or Prepayment Premium that at any time may become due on or with respect to the 
Class G Certificates, or (iii) any failure of the Subordination Agent or the    
Trustee to make any payment due to the holders of the Class G Certificates for  
the Class G Trust from funds received.                                          

         The Policy is noncancellable. The Policy expires and terminates without
any action on the part of the Policy Provider or any other person on the date   
that is one year and one day following the date on which the Final Distributions
are fully paid on the Class G Certificates, unless an Insolvency Proceeding     
exists, in which case the Policy expires and terminates on the later of (i) the 
date of the conclusion or dismissal of such Insolvency Proceeding without       
continuing jurisdiction by the court in such Insolvency Proceeding and (ii) the 
date on which the Policy Provider has made all payments required to be made     
under the terms of such Policy in respect of a Preference Amount. No portion of 
the premium under the Policy is refundable for any reason.                      

   The Policy is issued under and pursuant to and shall be construed
under, the laws of the State of New York, without giving effect to the conflict 
of laws principles that might invoke the substantive laws of other              
jurisdictions.                                                                  

DEFINITIONS                                                                     

   "Insolvency Proceeding" means the commencement of any bankruptcy,
insolvency, readjustment of debt, reorganization, marshalling of assets and     
liabilities, or similar proceedings by or against American or any Liquidity     
Provider and the commencement of any proceedings by American or any Liquidity   
Provider for the winding up or liquidation of its affairs or the consent to the 
appointment of a trustee, conservator, receiver, or liquidator in any           
bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of    
assets and liabilities, or similar proceedings of or relating to American or any
Liquidity Provider.                                                             

   "Order" means the order referred to in the definition of the term
"Preference Amount."                                                            

       "Policy Business Day" means any day that is not a Saturday, a Sunday,
or other day on which insurance companies in New York, New York or commercial   
banking institutions in the cities in which the Corporate Trust Office of the   
Subordination Agent or the Policy Provider (or its fiscal agent) are located are
authorized or obligated by law or executive order to close.                     

       "Preference Amount" means, with respect to the Policy any amount paid
or required to be paid in respect of the Class G Certificates to a Class G      
Certificateholder that is voided under any applicable bankruptcy, insolvency,   
receivership, or similar law in an Insolvency Proceeding as a result of which   
the Class G Trustee, the Subordination Agent, or any holder of the Class G      
Certificates (as the case may be) is required to return all or any portion of   
such voided payment (including any disgorgement from the holders of the Class G 
Certificates resulting from an Insolvency Proceeding whether such disgorgement  
is determined by a theory of preferential conveyance or otherwise) in accordance
with a final, nonappealable order of a court of competent jurisdiction.         

THE POLICY PROVIDER AGREEMENT                                                   

       The Subordination Agent, American, the Class G Trustee and the Policy
Provider will enter into an insurance and indemnity agreement (the "Policy      
Provider Agreement") to be dated as of the Issuance Date. Under the Policy      
Provider Agreement, the Subordination Agent will agree to reimburse the Policy  
Provider for drawings paid under the Policy. These rights to reimbursement from 
the Subordination Agent are subject, pursuant to the terms of the Policy        
Provider Agreement and the Intercreditor Agreement, to the priorities set forth 
in the Intercreditor Agreement. Pursuant to a policy fee letter (the "Policy Fee
Letter"), American and the Subordination Agent (but without duplication) will   
agree to pay the Policy Provider a premium for the Policy based on the Pool     
Balance of the Class G Certificates and a fee in connection with certain        
prepayments of the Class G Certificates and to reimburse the Policy Provider for
certain expenses.                                                               

DESCRIPTION OF THE INTERCREDITOR AGREEMENT

    The following summary describes certain material provisions of the
Intercreditor Agreement (the "Intercreditor Agreement") among the Trustees, the 
Liquidity Providers, the Policy Provider, and State Street Bank and Trust       
Company of Connecticut, National Association, as subordination agent (the       
"Subordination Agent"). The summary supplements (and, to the extent inconsistent
therewith, replaces) the description of the general terms and provisions        
relating to the Intercreditor Agreement and the description of credit           
enhancements set forth in the Prospectus. The summary does not purport to be    
complete and is qualified in its entirety by reference to all of the provisions 
of the Intercreditor Agreement, which will be filed as an exhibit to a Current  
Report on Form 8-K to be filed by American with the Commission.                 

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INTERCREDITOR RIGHTS                                                            

GENERAL                                                       

  The Equipment Notes relating to each Trust will be issued to and
registered in the name of the Subordination Agent as agent and trustee for the  
Trustee of such Trust.                                                          

CONTROLLING PARTY                                             

         With respect to any Indenture at any given time, the Loan Trustee under
such Indenture will be directed in taking, or refraining from taking, any action
thereunder or with respect to the Equipment Notes issued under such Indenture by
the holders of at least a majority of the outstanding principal amount of the   
Equipment Notes issued under such Indenture, so long as no Indenture Event of   
Default shall have occurred and be continuing thereunder. For so long as the    
Subordination Agent is the registered holder of the Equipment Notes, the        
Subordination Agent will act with respect to the preceding sentence in          
accordance with the directions of the Trustees of the Trusts in the Trust       
Property of which are Equipment Notes constituting, in the aggregate, the       
required principal amount of Equipment Notes, except that, so long as the Final 
Distributions on the Class G Certificates have not been paid in full or any     
Policy Provider Obligations remain outstanding and no Policy Provider Default   
shall have occurred and be continuing, the Subordination Agent will act with    
respect to the preceding sentence in accordance with the directions of the      
Policy Provider rather than the Class G Trustee with respect to the Series G    
Equipment Notes. (Intercreditor Agreement, Section 2.06)                        

     At any time after an Indenture Event of Default has occurred and is
continuing under an Indenture, the Loan Trustee under such Indenture will be    
directed in taking, or refraining from taking, any action thereunder or with    
respect to the Equipment Notes issued under such Indenture, including           
acceleration of such Equipment Notes or foreclosing the lien on the related     
Aircraft, by the Controlling Party, subject to the limitations described below. 
(Intercreditor Agreement, Section 2.06) Notwithstanding the foregoing, no       
amendment, modification, consent, or waiver will, without the consent of each   
Primary Liquidity Provider and the Policy Provider, reduce the amount of        
principal or interest payable by American under any Equipment Note.             
(Intercreditor Agreement, Section 8.01(b)) See "Description of the Certificates 
-- Indenture Events of Default and Certain Rights upon an Indenture Event of    
Default" for a description of the rights of the Certificateholders of each Trust
to direct the respective Trustees.                                              

        Subject to the following paragraph, at any time prior to the time that
Final Distributions have been paid in full to the holders of the Class G        
Certificates and/or at any time when any obligations payable to the Policy      
Provider under the Intercreditor Agreement remain outstanding, so long as no    
Policy Provider Default has occurred and is continuing, the Policy Provider will
be the "Controlling Party"; at any other time the "Controlling Party" will be:  

   o        if Final Distributions have not been paid in full to the
             holders of the Class G Certificates, the Class G Trustee;

       o        if Final Distributions have been paid in full to the holders
                  of Class G Certificates, but not to the holders of the Class C
Certificates, the Class C Trustee; and      

       o        if Final Distributions have been paid in full to the holders
 of Class C Certificates, the Class D Trustee.

        At any time after 18 months from the earliest to occur of (x) the date
on which the entire available amount under any Primary Liquidity Facility has   
been drawn (for any reason other than a Downgrade Drawing or a Non-Extension    
Drawing) and remains unreimbursed, (y) the date on which the entire amount of   
any Downgrade Drawing or Non-Extension Drawing has been withdrawn from the      
relevant Primary Cash Collateral Account to pay interest on the relevant Class  
of Certificates or has been converted into a Final Drawing and remains          
unreimbursed and (z) the date on which all Equipment Notes have been            
accelerated, the Primary Liquidity Provider with the greatest amount of         
unreimbursed Liquidity Obligations (but not including a Primary Liquidity       
Provider that has defaulted in its obligation to make any advance under its     
Primary Liquidity Facility) will have the right to become the Controlling Party 
with respect to any Indenture; provided that if the Policy Provider pays to each
Primary Liquidity Provider all outstanding drawings and interest thereon owing  
to such Primary Liquidity Provider under such Primary Liquidity Facilities as of
the end of such 18 month period, the Policy Provider shall remain the           
Controlling Party so long as no Policy Provider Default has occurred and is     
continuing and the Policy Provider thereafter pays to the Primary Liquidity     
Provider with respect to the Class G Certificates all subsequent drawings,      
together with accrued interest thereon, under the related Primary Liquidity     
Facility as and when such obligations become due (and if a Policy Provider      
Default has occurred and is continuing, the Primary Liquidity Provider with the 
highest amount of unreimbursed Liquidity Obligations, if it so elects, shall    
become the Controlling Party). (Intercreditor Agreement, Section 2.06)          

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       For purposes of giving effect to the rights of the Controlling Party,
the Trustees (other than the Controlling Party) shall irrevocably agree, and the
Certificateholders (other than the Certificateholders represented by the        
Controlling Party) will be deemed to agree by virtue of their purchase of       
Certificates, that the Subordination Agent, as record Note Holder, will exercise
its voting rights in respect of the Equipment Notes as directed by the          
Controlling Party. (Intercreditor Agreement, Sections 2.06 and 8.01(b)) For a   
description of certain limitations on the Controlling Party's rights to exercise
remedies, see "-- Sale of Equipment Notes or Aircraft" and "Description of the  
Equipment Notes -- Remedies."                                                   

      "Final Distributions" means, with respect to the Certificates of any
Trust on any Distribution Date, the sum of (x) the aggregate amount of all      
accrued and unpaid interest in respect of such Certificates and (y) the Pool    
Balance of such Certificates as of the immediately preceding Distribution Date. 
For purposes of calculating Final Distributions with respect to the Certificates
of any Trust, any Break Amount, Prepayment Premium or Make-Whole Amount paid on 
the Equipment Notes held in such Trust that has not been distributed to the     
Certificateholders of such Trust (other than such Break Amount, Prepayment      
Premium, or Make-Whole Amount or a portion thereof applied to the distributions 
of interest on the Certificates of such Trust or the reduction of the Pool      
Balance of such Trust) shall be added to the amount of such Final Distributions.
(Intercreditor Agreement, Section 1.01)                                         

   "Policy Provider Default" shall mean the occurrence of any of the
following events (a) the Policy Provider fails to make a payment required under 
the Policy in accordance with its terms and such failure remains unremedied for 
two Business Days following the delivery of written notice of such failure to   
the Policy Provider or (b) the Policy Provider (i) files any petition or        
commences any case or proceeding under any provisions of any federal or state   
law relating to insolvency, bankruptcy, rehabilitation, liquidation, or         
reorganization, (ii) makes a general assignment for the benefit of its          
creditors, or (iii) has an order for relief entered against it under any federal
or state law relating to insolvency, bankruptcy, rehabilitation, liquidation, or
reorganization that is final and nonappealable, or (c) a court of competent     
jurisdiction, the New York Insurance Department or another competent regulatory 
authority enters a final and nonappealable order, judgment, or decree (i)       
appointing a custodian, trustee, agent, or receiver for the Policy Provider or  
for all or any material portion of its property or (ii) authorizing the taking  
of possession by a custodian, trustee, agent, or receiver of the Policy Provider
(or taking of possession of all or any material portion of the Policy Provider's
property).                                                                      

SALE OF EQUIPMENT NOTES OR AIRCRAFT                           

       Following the occurrence and during the continuation of any Indenture
Event of Default under any Indenture, the Controlling Party may direct the      
Subordination Agent, which in turn shall direct the Loan Trustee under the      
Indenture, to accelerate the Equipment Notes issued under such Indenture and,   
subject to the provisions of the immediately following sentence, sell all (but  
not less than all) of such Equipment Notes or the related Aircraft to any       
person. So long as any Certificates are outstanding, during the nine months     
after the earlier of (x) the acceleration of the Equipment Notes issued under   
any Indenture and (y) the bankruptcy or insolvency of American, no Aircraft     
subject to the lien of such Indenture or such Equipment Notes may be sold,      
without the consent of each Trustee (other than the Trustee of any Trust all of 
the Certificates of which are held or beneficially owned by American and/or its 
affiliates), if the net proceeds from such sale would be less than the Minimum  
Sale Price for such Aircraft or such Equipment Notes.                           

 "Minimum Sale Price" means, with respect to any Aircraft or the
Equipment Notes issued in respect of such Aircraft, at any time, the lesser of  
(i) 75% of the Appraised Current Market Value of such Aircraft and (ii) the     
aggregate outstanding principal amount of such Equipment Notes, plus accrued and
unpaid interest thereon.                                                        

PRIORITY OF DISTRIBUTIONS                                                       

       The subordination terms applicable to the Certificates vary depending
upon whether a Triggering Event has occurred. "Triggering Event" means (i) the  
occurrence of an Indenture Event of Default under all Indentures resulting in a 
PTC Event of Default with respect to the most senior Class of Certificates then 
outstanding, (ii) the acceleration of all of the outstanding Equipment Notes, or
(iii) certain bankruptcy or insolvency events involving American.               

BEFORE A TRIGGERING EVENT                                     

So long as no Triggering Event has occurred (whether or not   
continuing), all payments made in respect of the Equipment Notes and certain    
other payments received on any Distribution Date will be distributed promptly by
the Subordination Agent on such Distribution Date in the following order of     
priority:                                                                       

      o        to the Primary Liquidity Provider to the extent required to
            pay Liquidity Expenses and to the Policy Provider to the
         extent required to pay the Policy Expenses, pro rata;

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      o        to the Primary Liquidity Provider to the extent required to
                pay accrued and unpaid interest on the Liquidity Obligations
              (as determined after giving effect to payments made by the
                Policy Provider to the Primary Liquidity Provider in respect
       of interest on drawings under the Primary Liquidity
                 Facilities) and to the Policy Provider to the extent required
                  to pay interest accrued on certain Policy Provider Obligations
              (as provided in the definition thereof) and, if the Policy
                 Provider has elected to pay to the Primary Liquidity Provider
              all outstanding drawings and interest thereon owing to the
          Primary Liquidity Provider under the Primary Liquidity
                  Facilities, to reimburse the Policy Provider for the amount of
       such payment made to the Primary Liquidity Provider
                attributable to interest accrued on such drawings, pro rata;

o        if applicable, to replenish ratably each Primary Cash
               Collateral Account up to the applicable Required Amount and
                  then, to the Primary Liquidity Provider to the extent required
              to pay or reimburse the Primary Liquidity Provider for the
                 Liquidity Obligations (other than amounts payable pursuant to
            the two preceding clauses and as determined after giving
                 effect to payments made by the Policy Provider to the Primary
                Liquidity Provider in respect of principal of drawings under
                 the Primary Liquidity Facilities) and, if the Policy Provider
            has elected to pay to the Primary Liquidity Provider all
                  outstanding drawings and interest thereon owing to the Primary
                 Liquidity Provider under the Primary Liquidity Facilities, to
               the Policy Provider to the extent required to reimburse the
                 Policy Provider for any payment made to the Primary Liquidity
                  Provider in respect of principal of drawings under the Primary
Liquidity Facilities;                       

      o        to the Primary Liquidity Provider with respect to a Primary
                  Liquidity Facility (if, with respect to such Primary Liquidity
                  Facility, any amounts are distributed to replenish the related
                 Primary Cash Collateral Account as described in the preceding
           bullet point), an amount equal to the excess of (x) the
               aggregate outstanding amount of unreimbursed Advances under
                 such Primary Liquidity Facility (whether or not then due, and
     after giving effect to any other payments made in
                  reimbursement of such Advances on such Distribution Date) over
                (y) the applicable Required Amount, pro rata on the basis of
                 such amounts in respect of each Primary Liquidity Provider; o
                if applicable, to replenish the Above-Cap Reserve Account up
         to an amount equal to the Above-Cap Reserve Amount as
                 recalculated as of such date (less any amount then on deposit
in the Above-Cap Account);                  

        o        to the Class G Trustee to the extent required to pay Expected
Distributions on the Class G Certificates;  

      o        to the Policy Provider to the extent required to pay Policy
                Provider Obligations (other than amounts payable pursuant to
               the clauses above and any Excess Reimbursement Obligations)
    and any amounts due under the Policy Fee Letter;

        o        to the Class C Trustee to the extent required to pay Expected
Distributions on the Class C Certificates;  

      o        to the Policy Provider to the extent required to pay Excess
Reimbursement Obligations;                  

        o        to the Class D Trustee to the extent required to pay Expected
               Distributions on the Class D Certificates; provided that if
                  all of the Certificates of such Class are owned by one or more
               persons that are not affiliates of American and the sale or
                  sales of such Certificates to such person(s) occurred prior to
             the occurrence of an Indenture Event of Default under any
                 Indenture, Expected Distributions on the Certificates of such
              Class shall be paid immediately prior to payment of Excess
                 Reimbursement Obligations to the Policy Provider as described
in the preceding bullet point;              

       o        if the Class E Certificates have been issued, to the Class E
                Trustee to the extent required to pay Expected Distributions
on the Class E Certificates;                

         o        to the Subordination Agent and each Trustee for the payment of
certain fees and expenses; and              

  o        if applicable, to the extent necessary to replenish the
          Above-Cap Reserve Account up to an amount equal to the
             Above-Cap Reserve Amount as recalculated as of such date.

   "Excess Reimbursement Obligations" means, (a) in the event of any
Policy Provider Election, the portion of the Policy Provider Obligations that   
represents interest on the Series G Equipment Note in respect of which the      
Policy Provider Election has been made in excess of 21 months of interest at the
interest rate applicable to such Series G Equipment Note and (b) any interest on
the Liquidity Obligations in respect of the Primary Liquidity Facility for the  
Class G Trust paid by the Policy Provider to the related                        

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Primary Liquidity Provider from and after the end of the 21-month period        
referred to in the last paragraph under the caption "Description of the Policy  
and the Policy Provider Agreement--The Policy--No Proceeds Drawing."            

         "Expected Distributions" means, with respect to the Certificates of any
Trust on any Distribution Date (the "Current Distribution Date"), the sum of (1)
accrued and unpaid interest in respect of such Certificates and (2) the         
difference between:                                                             

      (A)      the Pool Balance of such Certificates as of the immediately
                preceding Distribution Date (or, if the Current Distribution
               Date is the first Distribution Date, the original aggregate
       face amount of the Certificates of such Trust); and

  (B)      the Pool Balance of such Certificates as of the Current
          Distribution Date calculated on the basis that (i) the
                principal of the Equipment Notes held in such Trust has been
               paid when due (whether at stated maturity, upon redemption,
              prepayment, purchase, acceleration, or otherwise) and such
         payments have been distributed to the holders of such
              Certificates and (ii) the principal of any Equipment Notes
               formerly held in such Trust that have been sold pursuant to
              the Intercreditor Agreement has been paid in full and such
         payments have been distributed to the holders of such
         Certificates. (Intercreditor Agreement, Section 1.01)

        For purposes of calculating Expected Distributions with respect to the
Certificates of any Trust, any Break Amount, Prepayment Premium, or Make-Whole  
Amount paid on the Equipment Notes held in such Trust that has not been         
distributed to the Certificateholders of such Trust (other than such Break      
Amount, Prepayment Premium, or Make-Whole Amount or a portion thereof applied to
distributions of interest on the Certificates of such Trust or the reduction of 
the Pool Balance of such Trust) will be added to the amount of Expected         
Distributions.                                                                  

         For purposes of determining the priority of distributions on account of
the redemption or prepayment of Equipment Notes issued pursuant to an Indenture,
clause (1) of the definition of Expected Distributions set forth above shall be 
deemed to read as follows: "(1) accrued, due and unpaid interest on such        
Certificates, together with (without duplication) accrued and unpaid interest on
a portion of such Certificates equal to the outstanding principal amount of the 
Equipment Notes being redeemed or prepaid (immediately prior to such redemption 
or prepayment)."                                                                

         "Liquidity Expenses" means the Liquidity Obligations other than (i) the
principal amount of any drawing under the Primary Liquidity Facilities and (ii) 
any interest accrued on any Liquidity Obligations.                              

        "Liquidity Obligations" means all principal, interest, fees, and other
amounts owing to the Primary Liquidity Provider under each Primary Liquidity    
Facility or certain other agreements.                                           

 "Policy Drawing" means any payment of a claim under the Policy.

      "Policy Expenses" means all amounts (including amounts in respect of
expenses) owing to the Policy Provider under the Policy Provider Agreement or   
the Participation Agreements other than (i) any amounts due under the Policy Fee
Letter, (ii) the amount of any Policy Drawing and any interest accrued thereon, 
(iii) reimbursement of and interest on the Liquidity Obligations paid to any    
Primary Liquidity Provider by the Policy Provider, (iv) any indemnity payments  
owed to the Policy Provider, (v) any amounts that the Policy Provider is        
entitled to receive by virtue of the subrogation rights of the Policy Provider  
under the Intercreditor Agreement, including fees and expenses incurred in      
connection with the enforcement of such rights, and (vi) any Excess             
Reimbursement Obligations.                                                      

 "Policy Provider Obligations" means all reimbursement and other
amounts, including fees and indemnities, due to the Policy Provider under the   
Policy Provider Agreement, but shall not include (i) any amounts due under the  
Policy Fee Letter and (ii) any interest on Policy Drawings, except, if the      
Primary Liquidity Provider with respect to the Class G Trust has failed to honor
its obligation to make a payment on any Interest Drawing with respect to the    
Class G Certificates, interest on the portion of any Policy Drawing made to     
cover the shortfall attributable to such failure by such Primary Liquidity      
Provider in an amount equal to the amount of interest that would have accrued on
such Interest Drawing if such Interest Drawing had been made at the interest    
rate applicable to such Interest Drawing under the applicable Primary Liquidity 
Facility until such Policy Drawing has been repaid in full, up to a maximum of  
six such Policy Drawings. For the avoidance of doubt and subject to the effect  
of the payment priorities with respect to Excess Reimbursement Obligations,     
Policy Provider Obligations include reimbursement of and interest on the        
Liquidity Obligations in respect of the Primary Liquidity Facilities paid by the
Policy Provider to the Primary Liquidity Provider.                              

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AFTER A TRIGGERING EVENT                                      

Subject to the terms of the Intercreditor Agreement, upon the 
occurrence of a Triggering Event and at all times thereafter, all funds received
by the Subordination Agent in respect of the Equipment Notes and certain other  
payments received by the Subordination Agent will be distributed promptly by the
Subordination Agent in the following order of priority:                         

   o        to the Subordination Agent or any Trustee, to the extent
            required to pay certain out-of-pocket costs and expenses
                actually incurred by the Subordination Agent or such Trustee
         in protection of, or realization of the value of, the
               Equipment Notes or any Collateral under (and as defined in)
                any Indenture, or to any Certificateholder, Policy Provider,
          or Primary Liquidity Provider for payments made to the
                  Subordination Agent or any Trustee in respect of such amounts,
in each case, pro rata;                     

      o        to the Primary Liquidity Provider to the extent required to
            pay Liquidity Expenses and to the Policy Provider to the
     extent required to pay Policy Expenses, pro rata;

      o        to the Primary Liquidity Provider to the extent required to
                pay accrued and unpaid interest on the Liquidity Obligations
              (as determined after giving effect to payments made by the
                Policy Provider to the Primary Liquidity Provider in respect
       of interest on drawings under the Primary Liquidity
                 Facilities) and to the Policy Provider to the extent required
                  to pay interest accrued on certain Policy Provider Obligations
              (as provided in the definition thereof) and, if the Policy
                 Provider has elected to pay to the Primary Liquidity Provider
              all outstanding drawings and interest thereon owing to the
          Primary Liquidity Provider under the Primary Liquidity
                  Facilities, to reimburse the Policy Provider for the amount of
        such payment made to the Primary Liquidity Provider,
                attributable to interest accrued on such drawings, pro rata;

   o        (i) if applicable with respect to any particular Primary
             Liquidity Facility, to replenish ratably the Primary Cash
             Collateral Account with respect to such Primary Liquidity
                 Facility up to the applicable Required Amount for the related
                 Class of Certificates unless, in the case of this clause (i),
            (x) less than 65% of the aggregate outstanding principal
                amount of all Equipment Notes are Performing Equipment Notes
        and a Liquidity Event of Default has occurred and is
             continuing under such Primary Liquidity Facility or (y) a
           Final Drawing has occurred under such Primary Liquidity
                Facility; and then (ii) to the Primary Liquidity Provider to
            the extent required to pay the outstanding amount of all
               Liquidity Obligations (as determined after giving effect to
                 payments made by the Policy Provider to the Primary Liquidity
                  Provider in respect of principal of drawings under the Primary
                 Liquidity Facilities) and, if the Policy Provider has elected
            to pay to the Primary Liquidity Provider all outstanding
                drawings and interest thereon owing to the Primary Liquidity
                  Provider under the Primary Liquidity Facilities, to the Policy
           Provider to the extent required to reimburse the Policy
          Provider for any payment made to the Primary Liquidity
                  Provider in respect of principal of drawings under the Primary
Liquidity Facilities;                       

      o        to the Primary Liquidity Provider with respect to a Primary
                  Liquidity Facility (if, with respect to such Primary Liquidity
                  Facility, any amounts are distributed to replenish the related
                 Primary Cash Collateral Account as described in the preceding
           bullet point), an amount equal to the excess of (x) the
               aggregate outstanding amount of unreimbursed Advances under
                 such Primary Liquidity Facility (whether or not then due, and
                 after giving effect to any other payments in reimbursement of
                such Advances on such date) over (y) the applicable Required
               Amount, pro rata on the basis of such amounts in respect of
                each Primary Liquidity Provider; o if applicable, unless (x)
                  less than 65% of the aggregate outstanding principal amount of
            all Equipment Notes are Performing Equipment Notes and a
         Liquidity Event of Default shall have occurred and is
                  continuing under the related Primary Liquidity Facility or (y)
          a Final Drawing shall have occurred under such Primary
                  Liquidity Facility, to replenish the Above-Cap Reserve Account
             up to an amount equal to the Above-Cap Reserve Amount, as
                 recalculated as of such date (less any amount then on deposit
in the related Above-Cap Account);          

   o        to the Subordination Agent and any Trustee to the extent
           required to pay certain fees, taxes, charges, and other
                 amounts payable or to any Certificateholder for payments made
                to the Subordination Agent or any Trustee in respect of such
amounts;                                    

        o        to the Class G Trustee to the extent required to pay Adjusted
       Expected Distributions on the Class G Certificates;

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   o        to the Policy Provider in payment of the Policy Provider
                 Obligations (other than amounts payable pursuant to the first
                 three clauses above and any Excess Reimbursement Obligations)
               and any amounts due to the Policy Provider under the Policy
                  Fee Letter; o to the Class C Trustee to the extent required to
      pay Adjusted Expected Distributions on the Class C
Certificates;                               

    o        to pay any Excess Reimbursement Obligations to the Policy
Provider;                                   

        o        to the Class D Trustee to the extent required to pay Adjusted
                Expected Distributions on the Class D Certificates; provided
                  that if all of the Certificates of such Class are owned by one
               or more persons that are not affiliates of American and the
                 sale or sales of such Certificates to such person(s) occurred
                  prior to the occurrence of an Indenture Event of Default under
         any Indenture, Adjusted Expected Distributions on the
                 Certificates of such Class shall be paid immediately prior to
             payment of Excess Reimbursement Obligations to the Policy
        Provider as described in the preceding bullet point;

   o        if applicable, unless (x) less than 65% of the aggregate
           outstanding principal amount of all Equipment Notes are
               Performing Equipment Notes and a Liquidity Event of Default
           shall have occurred and is continuing under the related
                Primary Liquidity Facility or (y) a Final Drawing shall have
                occurred under such Primary Liquidity Facility, to replenish
              the Above-Cap Reserve Account up to an amount equal to the
                related Above-Cap Reserve Amount (as recalculated as of such
date); and                                  

       o        if the Class E Certificates have been issued, to the Class E
           Trustee to the extent required to pay Adjusted Expected
Distributions on the Class E Certificates;  

     o        to the Class G Trustee to the extent required to pay Final
Distributions on the Class G Certificates;  

     o        to the Class C Trustee to the extent required to pay Final
      Distributions on the Class C Certificates in full;

     o        to the Class D Trustee to the extent required to pay Final
      Distributions on the Class D Certificates in full;

       o        if the Class E Certificates have been issued, to the Class E
                Trustee to the extent required to pay Final Distributions on
the Class E Certificates in full; and       

     o        to the Class G, Class C, Class D and Class E Trustees, pro
                 rata based on the original aggregate principal amounts of the
Equipment Notes held by the related Trusts. 

"Adjusted Expected Distributions" means, with respect to the  
Certificates of any Trust on any Current Distribution Date, the sum of (1)      
accrued and unpaid interest in respect of such Certificates and (2) the greater 
of:                                                                             

(A)      the difference between (x) the Pool Balance of such  
                  Certificates as of the immediately preceding Distribution Date
      (or, if the Current Distribution Date is the first
                Distribution Date, the original aggregate face amount of the
                Certificates of such Trust) and (y) the Pool Balance of such
                  Certificates as of the Current Distribution Date calculated on
                 the basis that (i) the principal of the Equipment Notes other
                  than Performing Equipment Notes (the "Non-Performing Equipment
             Notes") held in such Trust has been paid in full and such
         payments have been distributed to the holders of such
                Certificates, (ii) the principal of the Performing Equipment
                Notes held in such Trust has been paid when due (but without
             giving effect to any acceleration of Performing Equipment
                 Notes) and such payments have been distributed to the holders
                  of such Certificates, and (iii) the principal of any Equipment
                  Notes formerly held in such Trust that have been sold pursuant
                 to the Intercreditor Agreement has been paid in full and such
         payments have been distributed to the holders of such
Certificates; and                           

       (B)      the amount of the excess, if any, of (i) the Pool Balance of
              such Class of Certificates as of the immediately preceding
                  Distribution Date (or, if the Current Distribution Date is the
                  first Distribution Date, the original aggregate face amount of
                the Certificates of such Trust), over (ii) the Aggregate LTV
            Collateral Amount for such Class of Certificates for the
Current Distribution Date;                  

provided that, until the date of the initial LTV Appraisals for all of the      
Aircraft, clause (B) shall not apply.                                           

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  For purposes of calculating Adjusted Expected Distributions with
respect to the Certificates of any Trust, any Break Amount, Prepayment Premium, 
or Make-Whole Amount paid on the Equipment Notes held in such Trust that has not
been distributed to the Certificateholders of such Trust (other than such Break 
Amount, Prepayment Premium, or Make-Whole Amount or a portion thereof applied to
distributions of interest on the Certificates of such Trust or the reduction of 
the Pool Balance of such Trust) will be added to the amount of Adjusted Expected
Distributions.                                                                  

         "Aggregate LTV Collateral Amount" for any Class of Certificates for any
Distribution Date means an amount, not less than zero, equal to (i) the sum of  
the applicable LTV Collateral Amounts for such Class of Certificates for all    
Aircraft minus (ii) the Pool Balance for each Class of Certificates, if any,    
senior to such Class, after giving effect to any distribution of principal on   
such Distribution Date with respect to such senior Class or Classes.            

         "Appraised Current Market Value" of any Aircraft means the lower of the
average and the median of the three most recent LTV Appraisals of such Aircraft.

        "LTV Appraisal" means a current fair market value appraisal (which may
be a "desk-top" appraisal) performed by any Appraiser or any other nationally   
recognized appraiser on the basis of an arm's-length transaction between an     
informed and willing purchaser under no compulsion to buy and an informed and   
willing seller under no compulsion to sell and both having knowledge of all     
relevant facts.                                                                 

  After a Triggering Event occurs and any Equipment Note becomes a
Non-Performing Equipment Note, the Subordination Agent will obtain LTV          
Appraisals of all of the Aircraft as soon as practicable and additional LTV     
Appraisals on or prior to each anniversary of the date of each such initial LTV 
Appraisals; provided that if the Controlling Party reasonably objects to the    
appraised value of the Aircraft shown in such LTV Appraisals, the Controlling   
Party shall have the right to obtain or cause to be obtained substitute LTV     
Appraisals (including LTV Appraisals based upon physical inspection of such     
Aircraft).                                                                      

       "LTV Collateral Amount" of any Aircraft for any Class of Certificates
means, as of any Distribution Date, the lesser of (i) the LTV Ratio for such    
Class of Certificates multiplied by the Appraised Current Market Value of such  
Aircraft (or with respect to any such Aircraft that has suffered an Event of    
Loss under and as defined in the relevant Indenture, the amount of the insurance
proceeds paid to the related Loan Trustee in respect thereof to the extent then 
held by such Loan Trustee (and/or on deposit in the Special Payments Account) or
payable to such Loan Trustee in respect thereof or with respect to any such     
Aircraft that has been released from the related Indenture pursuant to the      
defeasance provisions thereof, the amount of money and U.S. Government          
Obligations deposited with the Loan Trustee pursuant thereto as of such         
Distribution Date) and (ii) the outstanding principal amount of the Equipment   
Notes secured by such Aircraft after giving effect to any principal payments of 
such Equipment Notes on or before such Distribution Date.                       

       "LTV Ratio" means for the Class G Certificates 51.1%, for the Class C
Certificates 60.1%, and for the Class D Certificates 67.6%.                     

     Interest Drawings under the Primary Liquidity Facility, withdrawals
from the Primary Cash Collateral Account, drawings under the Policy in respect  
of the Class G Trust, and withdrawals from the Above-Cap Account in respect of  
the Class G Trust, in each case in respect of interest distributable on the     
Certificates of any particular Trust, will be distributed to the Trustee for    
such Trust, notwithstanding the priority of distributions set forth in the      
Intercreditor Agreement and otherwise described herein.                         

ADDITION OF TRUSTEE FOR CLASS E CERTIFICATES                                    

         If the Class E Certificates are issued, the Class E Trustee will become
a party to the Intercreditor Agreement and the Intercreditor Agreement will be  
appropriately amended. (Intercreditor Agreement, Section 8.01(c)).              

ADDITION OF TRUSTEES UPON REFUNDING                                             

        Upon the occurrence of a Refunding as described in "Description of the
Certificates -- Possible Refunding of Series C Equipment Notes and Series D     
Equipment Notes," the Trustee for the new class C certificates and the Trustee  
for the new class D certificates will become a party to the Intercreditor       
Agreement and the Intercreditor Agreement will be appropriately amended.        
(Intercreditor Agreement, Exhibit A)                                            

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THE SUBORDINATION AGENT                                                         

State Street Bank and Trust Company of Connecticut, National  
Association, initially will be the Subordination Agent under the Intercreditor  
Agreement. American and its affiliates may from time to time enter into banking 
and trustee relationships with the Subordination Agent and its affiliates. The  
Subordination Agent's address is State Street Bank and Trust Company of         
Connecticut, National Association, 225 Asylum Street, Goodwin Square, Hartford, 
Connecticut 06103, Attention: Corporate Trust Division. See "Description of the 
Certificates -- The Trustees."                                                  

  The Subordination Agent may resign at any time, in which event a
successor Subordination Agent will be appointed in consultation with American as
provided in the Intercreditor Agreement. American or the Controlling Party may  
at any time remove the Subordination Agent as provided in the Intercreditor     
Agreement. In such circumstances, a successor Subordination Agent will be       
appointed in consultation with American as provided in the Intercreditor        
Agreement. Any resignation or removal of the Subordination Agent and appointment
of a successor Subordination Agent does not become effective until acceptance of
the appointment by the successor Subordination Agent. (Intercreditor Agreement, 
Section 7.01)                                                                   

DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS

THE AIRCRAFT                                                                    

   The Aircraft consist of eight Boeing 757-223 aircraft, two Boeing
757-223ER aircraft, six Boeing 767-323ER aircraft, and three Boeing 777-223ER   
aircraft (the "Aircraft"). All of the Aircraft were delivered new to American   
from January 1995 to April 2002. The Aircraft have been designed to be in       
compliance with Stage 3 noise level standards, which are the most restrictive   
regulatory standards currently in effect in the United States for aircraft noise
abatement.                                                                      

The Boeing 757-223 and 757-223ER are narrowbody commercial jet
aircraft. Seating capacity in American's two-class configuration is 176 for the 
757-223 and 757-223ER. The 757-223 and 757-223ER are powered by two Rolls Royce 
RB211-535E4B model commercial jet engines manufactured by Rolls Royce Ltd.      

     The Boeing 767-323ER and 777-223ER are both widebody commercial jet
aircraft. Seating capacity in American's two-class and three-class configuration
for the 767-323ER is 190 to 233 and for the 777-323ER is 223 to 245. The        
767-323ER is powered by two CF6-80C2B6 model commercial jet engines manufactured
by The General Electric Company. The 777-223ER is powered by two TRENT-892-17   
model commercial jet engines manufactured by Rolls Royce Ltd.                   

THE APPRAISALS                                                                  

The table below sets forth the appraised base values of the Aircraft as 
determined by Aircraft Information Systems, Inc. ("AISI"), Aviation Solutions,  
Inc. ("AvSolutions"), and Morten Beyer & Agnew, Inc. ("MBA," and together with  
AISI and AvSolutions, the "Appraisers"), independent aircraft appraisal and     
consulting firms, and certain additional information regarding the Aircraft.    

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                                                        [Enlarge/Download Table]

                                                              APPRAISERS' VALUATIONS             APPRAISED 
      AIRCRAFT       REGISTRATION                   ----------------------------------------       BASE    
        TYPE            NUMBER     MONTH DELIVERED      AISI       AVSOLUTIONS       MBA         VALUE(1)  
      --------       ------------  ---------------  ------------  -------------  -----------   ------------
                                                                                                           

BOEING 757-223......    N604AA        June 1995     $ 42,700,000  $  39,440,000  $ 34,910,000  $ 39,016,667
BOEING 757-223......    N605AA        June 1995       42,700,000     39,440,000    34,910,000    39,016,667
BOEING 757-223......    N606AA       April 1996       44,470,000     40,940,000    36,870,000    40,760,000
Boeing 757-223......    N680AN      January 1999      49,760,000     46,560,000    44,150,000    46,560,000
BOEING 757-223......    N176AA      January 2002      55,950,000     53,250,000    53,730,000    53,730,000
BOEING 757-223......    N177AN      January 2002      55,950,000     53,250,000    53,730,000    53,730,000
BOEING 757-223......    N173AN       March 2002       55,950,000     53,690,000    53,950,000    53,950,000
BOEING 757-223......    N172AJ       April 2002       55,950,000     53,910,000    54,060,000    54,060,000

BOEING 757-223 ER...    N608AA        July 1996       45,220,000     44,320,000    37,480,000    42,340,000
BOEING 757-223 ER...    N609AA        July 1996       45,220,000     44,320,000    37,480,000    42,340,000

BOEING 767-323 ER...    N389AA      January 1995      64,030,000     57,410,000    60,410,000    60,410,000
BOEING 767-323 ER...    N390AA      February 1995     64,030,000     57,700,000    60,680,000    60,680,000
BOEING 767-323 ER...    N391AA      February 1995     64,030,000     57,700,000    60,680,000    60,680,000
BOEING 767-323 ER...    N392AN       April 1998       73,510,000     69,740,000    71,530,000    71,530,000
BOEING 767-323 ER...    N393AN        May 1998        73,510,000     70,090,000    71,840,000    71,813,333
BOEING 767-323 ER...    N395AN        July 1998       73,510,000     70,790,000    72,470,000    72,256,667

BOEING 777-223 ER...    N785AN       April 2000      118,680,000   122,190,000    116,870,000   118,680,000
BOEING 777-223 ER...    N786AN       April 2000      118,680,000   122,190,000    116,870,000   118,680,000
BOEING 777-223 ER...    N795AN      December 2000    118,680,000   126,720,000    120,790,000   120,790,000

(1)      The appraised base value of each Aircraft is the lesser of the average 
   and median base values of such Aircraft as set forth by the three
Appraisers.                                                   

       According to the International Society of Transport Aircraft Trading,
"appraised base value" is defined as each Appraiser's opinion of the underlying 
economic value of an Aircraft in an open, unrestricted, stable market           
environment with a reasonable balance of supply and demand, and assumes full    
consideration of its "highest and best use." An Aircraft's appraised base value 
is founded in the historical trend of values and in the projection of value     
trends and presumes an arm's length, cash transaction between willing, able, and
knowledgeable parties, acting prudently, with an absence of duress and with a   
reasonable period of time available for marketing.                              

     Each Appraiser was asked to provide its opinion as to the appraised
base value of each Aircraft. All three Appraisers performed "desk-top"          
appraisals without any physical inspection of the Aircraft. The Appraisals are  
based on various assumptions and methodologies which vary among the Appraisals  
and may not reflect current market conditions. Appraisals that are based on     
different assumptions and methodologies may result in valuations that are       
materially different from those contained in the Appraisals.                    

    The values of the Aircraft have been negatively affected, at least
temporarily, by the effects of September 11, 2001 referred to under "- Terrorist
Attacks of September 11, 2001." Two of the appraisals contain disclaimers as to 
the effect of the events of September 11, 2001 on the market for, and prices of,
commercial aircraft. American believes the current market values of the Aircraft
at this time are lower than the base values reflected in the appraisals. The    
Appraisers have delivered letters setting forth their respective Appraisals,    
copies of which are annexed to this Prospectus Supplement as Appendix II. For a 
discussion of the assumptions and methodologies used in each of the Appraisals, 
you should read such letters.                                                   

    An appraisal is only an estimate of value. It does not necessarily
indicate the price at which an aircraft may be purchased from the manufacturer  
or any other seller. Nor should it be relied upon as a measure of realizable    
value. The proceeds realized upon a sale of any Aircraft may be less than its   
appraised value. In addition, the value of the Aircraft in the event of the     
exercise of                                                                     

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remedies under the applicable Indenture will depend on market and economic      
conditions at the time, the availability of buyers, the condition of the        
Aircraft, whether the Aircraft are sold separately or in one or more groups and 
other factors. See "Risk Factors -- Risk Factors Relating to the Certificates   
and the Offering -- Appraisals and Realizable Value of Aircraft." Accordingly,  
there can be no assurance that the proceeds realized upon any such exercise of  
remedies with respect to the Aircraft pursuant to the applicable Indenture would
equal the appraised value of such Aircraft or be sufficient to satisfy in full  
payments due on the Equipment Notes relating to such Aircraft or the            
Certificates. See "Certain Other Risk Factors Relating to American --The Airline
Industry Has Suffered Substantial Losses."                                      

DESCRIPTION OF THE EQUIPMENT NOTES

         The following summary describes certain material terms of the Equipment
Notes and supplements (and, to the extent inconsistent therewith, replaces) the 
description of the general terms and provisions relating to the Equipment Notes,
the Indentures, and the Participation Agreements set forth in the Prospectus.   
The summaries do not purport to be complete and make use of terms defined in and
are qualified in their entirety by reference to all of the provisions of the    
Equipment Notes, the Indentures, and the Participation Agreements, forms of each
of which will be filed as exhibits to a Current Report on Form 8-K to be filed  
by American with the Commission. Except as otherwise indicated, the following   
summaries relate to the Equipment Notes, the Indenture, and the Participation   
Agreement applicable to each Aircraft.                                          

GENERAL                                                                         

        Pursuant to the terms of a participation agreement among American, the
Trustees, the Subordination Agent, and the Loan Trustee with respect to each    
Aircraft (each, a "Participation Agreement"), the Trusts will purchase from     
American the Equipment Notes to be issued under the related Indenture. Equipment
Notes will be issued in three series (each, a "Series") with respect to each    
Aircraft: the "Series G Equipment Notes," the "Series C Equipment Notes," and   
the "Series D Equipment Notes" (collectively, the "Equipment Notes"). American  
may elect to issue an additional series with respect to some or all of the      
Aircraft (the "Series E Equipment Notes"), which would be funded from sources   
other than this offering. See "Description of the Certificates -- Possible      
Issuance of Class E Certificates." The Equipment Notes with respect to each     
Aircraft will be issued under a separate indenture (each, an "Indenture")       
between American and State Street Bank and Trust Company of Connecticut,        
National Association, as loan trustee thereunder (each, a "Loan Trustee"). The  
Equipment Notes will be direct, full recourse obligations of American.          

SUBORDINATION                                                                   

   The Indentures provide for the following subordination provisions
applicable to the Equipment Notes:                                              

         o        Series G Equipment Notes issued in respect of an Aircraft will
            rank senior in right of payment to other Equipment Notes
issued in respect of such Aircraft;         

         o        Series C Equipment Notes issued in respect of an Aircraft will
             rank junior in right of payment to the Series G Equipment
                 Notes issued in respect of such Aircraft and will rank senior
                in right of payment to the Series D and, if issued, Series E
Equipment Notes in respect of such Aircraft;

         o        Series D Equipment Notes issued in respect of an Aircraft will
                rank junior in right of payment to the Series G and Series C
              Equipment Notes issued in respect of such Aircraft and, if
            Series E Equipment Notes are issued with respect to such
                 Aircraft, will rank senior in right of payment to such Series
E Equipment Notes; and                      

    o        if Series E Equipment Notes are issued with respect to an
                  Aircraft, they will be subordinated in right of payment to the
                Series G, Series C, and Series D Equipment Notes issued with
respect to such Aircraft.                   

(Indentures, Section 2.13)                                                      

PRINCIPAL AND INTEREST PAYMENTS                                                 

     Subject to the provisions of the Intercreditor Agreement, scheduled
installments of interest paid on the Equipment Notes held in each Trust will be 
passed through to the Certificateholders of such Trust on the dates and at the  
rate per annum applicable to the Certificates issued by such Trust until the    
final expected Regular Distribution Date for such Trust. Subject to the         
provisions of the Intercreditor Agreement, principal paid on the Equipment Notes
held in each Trust will be passed through to the Certificateholders of such     
Trust in scheduled amounts on the dates set forth herein until the final        
expected Regular Distribution Date for such Trust.                              

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       The Equipment Notes held in the Class G Trust will accrue interest at
the applicable rate per annum for Certificates to be issued by such Trust set   
forth on the cover page of this Prospectus Supplement. The Equipment Notes held 
in the Class C Trust will initially accrue interest at the rate per annum of %  
and the Equipment Notes held in the Class D Trust will initially accrue interest
at the rate per annum of %; provided that the interest rates with respect to any
new series C equipment notes and new series D equipment notes that may be issued
as described in "Description of the Certificates--Possible Refunding of Series C
Equipment Notes and Series D Equipment Notes" may differ. Interest on the       
Equipment Notes will be payable quarterly on March 23, June 23, September 23,   
and December 23 of each year, commencing on the first such date after the       
issuance of the Certificates. In the case of the Series G Certificates, such    
interest will be computed on the basis of the actual number of days elapsed over
a 360-day year. In the case of the Series C and Series D Certificates, such     
interest will be computed on the basis of a 360-day year of twelve 30-day       
months. Overdue amounts of principal, Break Amount (if any), Prepayment Premium 
(if any), Make-Whole Amount (if any), and interest on such series of Equipment  
Notes will, to the extent permitted by applicable law, bear interest at the     
interest rate applicable to such series of Equipment Notes plus 1%.             

     Scheduled principal payments on the Series G and Series D Equipment
Notes will be made on March 23, June 23, September 23, and December 23 in       
certain years, commencing on March 23, 2003 and ending on September 23, 2007.   
The entire principal amount of the Series C Equipment Notes is scheduled to be  
paid on September 23, 2007. See "Description of the Certificates -- Pool        
Factors" for a discussion of the scheduled payments of principal of the         
Equipment Notes and Appendix III for the schedule of payments of principal of   
each Equipment Note issued or expected to be issued with respect to each        
Aircraft.                                                                       

    If any date scheduled for a payment of principal, Break Amount (if
any), Prepayment Premium (if any), Make-Whole Amount (if any), or interest with 
respect to the Equipment Notes is not a Business Day, such payment will be made 
on the next succeeding Business Day and interest will be added for such         
additional period in the case of the Series G Equipment Notes but not in the    
case of the Series C or Series D Equipment Notes.                               

DETERMINATION OF LIBOR                                                          

         For the purpose of calculating LIBOR for the periods from and including
an Equipment Note payment date to but excluding the next succeeding Equipment   
Note payment date (each, an "Interest Period"), American will enter into a      
Reference Agency Agreement to be dated the Issuance Date (the "Reference Agency 
Agreement") with State Street Bank and Trust Company of Connecticut, National   
Association, as reference agent (the "Reference Agent"), the Subordination      
Agent, and the Loan Trustees. The Reference Agent will determine LIBOR for each 
Interest Period on a date (the "Reference Date") that is two London Banking Days
before the date on which such Interest Period commences. "London Banking Day"   
means any day on which commercial banks are open for general business in London,
England.                                                                        

  On each Reference Date, the Reference Agent will determine LIBOR
("LIBOR") as the rate for deposits in U.S. dollars for a period of three months 
that appears on the display designated as page "3750" on the Telerate Monitor   
(or such other page or service as may replace it) as of 11:00 a.m. (London time)
on such date.                                                                   

         If the rate determined as described in the foregoing paragraph does not
appear on the Telerate Page 3750, the Reference Agent will determine LIBOR on   
the basis of the rates at which deposits in U.S. Dollars are offered by certain 
reference banks as described in the Reference Agency Agreement at approximately 
11:00 a.m., London time, on the Reference Date for such Interest Period to prime
banks in the London interbank market for a period of three months commencing on 
the first day of such Interest Period and in an amount that is representative   
for a single transaction in the London interbank market at the relevant time.   
The Reference Agent will request the principal London office of each of the     
reference banks to provide a quotation of its rate. If at least two such        
quotations are provided, the rate for that Interest Period will be the          
arithmetic mean of the quotations. If fewer than two quotations are provided,   
the interest rate for the next Interest Period shall be the arithmetic mean of  
the rates quoted by major banks in New York City, selected by the Reference     
Agent in good faith and in a commercially reasonable manner, at approximately   
11:00 a.m., New York City time, on the first day of such Interest Period for    
loans in U.S. Dollars to leading European banks for a period of three months    
commencing on the first day of such Interest Period and in an amount that is    
representative for a single transaction in the New York market at the relevant  
time, except that, if the banks so selected by the Reference Agent are not      
quoting as mentioned above, LIBOR shall be the rate of interest in effect for   
the last preceding Interest Period.                                             

 The Reference Agent's determination of LIBOR (in the absence of
negligence, willful default, bad faith, or manifest error) will be conclusive   
and binding upon all parties.                                                   

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    As promptly as is practicable after the determination thereof, the
Reference Agent will give notice of its determination of LIBOR for the relevant 
Interest Period to American, the Trustees, the Loan Trustees, the Subordination 
Agent, the Primary Liquidity Provider, the Above-Cap Liquidity Provider, and the
Policy Provider.                                                                

   American may terminate the Reference Agent at any time on 30 days
notice and appoint a replacement reference agent in its place. Notice of any    
such termination will be given to the holders of the Certificates. The Reference
Agent may not be removed or resign its duties without a successor having been   
appointed.                                                                      

REDEMPTION                                                                      

 If an Event of Loss occurs with respect to an Aircraft and such
Aircraft is not replaced by American under the related Indenture, the Equipment 
Notes issued with respect to such Aircraft will be redeemed in whole. If        
Equipment Notes are redeemed following an Event of Loss, the redemption price   
will equal the aggregate unpaid principal amount thereof, together with accrued 
and unpaid interest thereon to (but excluding) the date of redemption and, in   
the case of the Series G Equipment Notes, Break Amount, but without Prepayment  
Premium or Make-Whole Amount. (Indentures, Section 2.10). Any amount paid by    
American in connection with such redemption will be distributed to the          
Certificateholders on a Special Distribution Date.                              

         Any Series of Equipment Notes issued with respect to an Aircraft may be
redeemed in whole prior to maturity at any time by American, at a price equal to
the aggregate unpaid principal amount thereof, together with accrued and unpaid 
interest thereon to (but excluding) the date of redemption, plus (i) in the case
of the Series G Equipment Notes, Break Amount and Prepayment Premium, if any,   
and (ii) in the case of the Series C and Series D Equipment Notes, Make-Whole   
Amount for the applicable series of Equipment Notes; provided, however, that,   
except in connection with a refunding of the Series C or Series D Equipment     
Notes as referred to below, the Series C Equipment Notes issued with respect to 
an Aircraft may not be redeemed unless all Series G Equipment Notes issued with 
respect to such Aircraft have been redeemed, and the Series D Equipment Notes   
issued with respect to an Aircraft may not be redeemed unless all Series G and  
Series C Equipment Notes issued with respect to such Aircraft have been         
redeemed. (Indentures, Section 2.11)                                            

         Notice of any such redemption will be given to each holder of Equipment
Notes not less than 15 nor more than 60 days prior to the applicable redemption 
date. A notice of redemption may be revoked at such times and under such        
circumstances as are provided in the related Indenture. (Indentures, Sections   
2.10 and 2.12)                                                                  

 "Break Amount" means, as of any date of payment, redemption, or
acceleration of any Series G Equipment Note (the "Applicable Date"), an amount  
determined by the Reference Agent on the date that is two Business Days prior to
the Applicable Date pursuant to the following formula:                          

Break Amount = Z-Y                                            

Where:                                                        

         X=       with respect to any applicable Interest Period, the sum of (i)
                  the amount of the outstanding principal amount for such Series
                 of Equipment Notes as of the first day of the then applicable
                  Interest Period plus (ii) interest payable thereon during such
   entire Interest Period at then effective LIBOR.

       Y=       X, discounted to present value from the last day of the then
                 applicable Interest Period to the Applicable Date, using then
effective LIBOR as the discount rate.       

       Z=       X, discounted to present value from the last day of the then
              applicable Interest Period to the Applicable Date, using a
              rate equal to the applicable London interbank offered rate
        (determined on the same basis as LIBOR) for a period
                commencing on the Applicable Date and ending on the last day
             of the then applicable Interest Period, determined by the
              Reference Agent as of two London Banking Days prior to the
Applicable Date as the discount rate.       

        No Break Amount will be payable (x) if the Break Amount, as calculated
pursuant to the formula set forth above, is equal to or less than zero or (y) on
or in respect of any Applicable Date that is a Regular Distribution Date.       
(Indentures, Annex A)                                                           

     "Make-Whole Amount" means, with respect to any Series C or Series D
Equipment Note, the amount (as determined by an investment bank of national     
standing selected by American), if any, by which (a) the present value of the   
remaining scheduled                                                             

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payments of principal and interest from the redemption date to maturity of such 
Equipment Note computed by discounting each such payment on a quarterly basis   
from its respective payment date under the applicable Indenture (assuming a     
360-day year of twelve 30-day months) using a discount rate equal to the        
Treasury Yield exceeds (b) the outstanding principal amount of such Equipment   
Note plus accrued but unpaid interest thereon to the redemption date.           
(Indentures, Annex A)                                                           

     For purposes of determining the Make-Whole Amount, "Treasury Yield"
means, at the date of determination with respect to any Series C or Series D    
Equipment Note, the interest rate (expressed as a quarterly equivalent and as a 
decimal and, in the case of United States Treasury bills, converted to a bond   
equivalent yield) determined to be the per annum rate equal to the quarterly    
yield to maturity for United States Treasury securities maturing on the Average 
Life Date of such Equipment Note and trading in the public securities markets   
either as determined by interpolation between the most recent weekly average    
yield to maturity for two series of United States Treasury securities trading in
the public securities markets, (A) one maturing as close as possible to, but    
earlier than, the Average Life Date of such Equipment Note and (B) the other    
maturing as close as possible to, but later than, the Average Life Date of such 
Equipment Note, in each case as published in the most recent H.15(519) or, if a 
weekly average yield to maturity for United States Treasury securities maturing 
on the Average Life Date of such Equipment Note is reported in the most recent  
H.15(519), such weekly average yield to maturity as published in such H.15(519).
"H.15(519)"means the weekly statistical release designated as such, or any      
successor publication, published by the Board of Governors of the Federal       
Reserve System, and the "most recent H.15(519)" means the H.15(519) published   
prior to the close of business on the third Business Day prior to the applicable
redemption date. The "date of determination" of a Make-Whole Amount will be the 
third Business Day prior to the applicable redemption date. (Indentures, Annex  
A)                                                                              

       "Average Life Date" for any Series C or Series D Equipment Note means
the date that follows the redemption date by a period equal to the Remaining    
Weighted Average Life at the redemption date of such Equipment Note. "Remaining 
Weighted Average Life" at the redemption date of such Series C or Series D      
Equipment Note means the number of days equal to the quotient obtained by       
dividing (a) the sum of each of the products obtained by multiplying (i) the    
amount of each then remaining installment of principal of such Equipment Note by
(ii) the number of days from and including the redemption date to but excluding 
the scheduled payment date of such principal installment, by (b) the then unpaid
principal amount of such Equipment Note. (Indentures, Annex A)                  

    "Prepayment Premium" means, with respect to any Series G Equipment
Note, a prepayment premium equal to the following percentage of the principal   
amount being prepaid:                                                           

                                                                [Download Table]

       If redeemed during the                       Series G     
year prior to the anniversary of the             Equipment Note  
   Issuance Date indicated below:              Prepayment Premium
------------------------------------           ------------------
                                                                 

                1st                                   1.50%      
                2nd                                   1.00%      
                3rd                                   0.50%      
            Thereafter                                0.00%      

IN ADDITION, IN CONNECTION WITH A REFUNDING AS DESCRIBED IN   
"DESCRIPTION OF THE CERTIFICATES -- POSSIBLE REFUNDING OF SERIES C EQUIPMENT    
NOTES AND SERIES D EQUIPMENT NOTES," THE SERIES C AND SERIES D EQUIPMENT NOTES  
TOGETHER MAY BE PREPAID (OR ALL OF THE SERIES C EQUIPMENT NOTES MAY BE PREPAID  
AND THEREAFTER ALL OF THE SERIES D EQUIPMENT NOTES MAY BE PREPAID IN A          
SUBSEQUENT REFUNDING OR NOT AT ALL), IN EACH CASE, IN WHOLE PRIOR TO MATURITY BY
AMERICAN ON TWO DAYS' PRIOR NOTICE AT A PRICE EQUAL TO THE AGGREGATE UNPAID     
PRINCIPAL AMOUNT THEREOF, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON TO  
(BUT EXCLUDING) THE DATE OF REDEMPTION, BUT WITHOUT MAKE-WHOLE AMOUNT.          

SECURITY                                                                        

  The Equipment Notes issued with respect to each Aircraft will be
secured by a security interest in such Aircraft, certain limited rights under   
the aircraft purchase agreement between American and Boeing, certain requisition
and insurance proceeds with respect to such Aircraft, and all proceeds of the   
foregoing. (Indentures, Granting Clause)                                        

         The Equipment Notes will not be cross-collateralized and, consequently,
the Equipment Notes issued in respect of any one Aircraft will not be secured by
any of the other Aircraft. See "-- Remedies." Accordingly, any excess proceeds  
from the exercise of remedies with respect to the Equipment Notes relating to an
Aircraft will not be available to cover any shortfall with respect to the       
Equipment Notes relating to any other Aircraft.                                 

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LOAN TO VALUE RATIOS OF EQUIPMENT NOTES                                         

      The tables in Appendix IV set forth aggregate loan to Aircraft value
ratios for the Equipment Notes issued in respect of each Aircraft as of the     
Issuance Date and each Regular Distribution Date. The LTVs were obtained by     
dividing (i) the outstanding principal amount (assuming no payment default or   
early redemption) of such Equipment Notes determined immediately after giving   
effect to the payments scheduled to be made on each such Regular Distribution   
Date by (ii) the assumed value (the "Assumed Aircraft Value") of the Aircraft   
securing such Equipment Notes.                                                  

The tables in Appendix IV are based on the assumption (the    
"Depreciation Assumption") that the initial appraised base value of the Aircraft
set forth opposite the initial Regular Distribution Date included in each table 
depreciates by approximately 3% of the appraised base value at delivery per year
for the first 15 years after delivery by the manufacturer of such Aircraft. The 
appraised base value at delivery of an Aircraft is the theoretical value that,  
when depreciated at 3% per year from the initial delivery of such Aircraft by   
the manufacturer, results in the initial appraised base value of such Aircraft. 
Other rates or methods of depreciation would result in materially different     
LTVs, and no assurance can be given (i) that the depreciation rate and method   
assumed for the purposes of the tables are the ones most likely to occur or (ii)
as to the actual future value of any Aircraft. Thus the tables should not be    
considered a forecast or prediction of expected or likely LTVs, but simply a    
mathematical calculation based on one set of assumptions. See "Risk Factors --  
Risk Factors Relating to the Certificates and the Offering -- Appraisals and    
Realizable Value of Aircraft."                                                  

DEFEASANCE                                                                      

      Under certain circumstances American may legally release itself from
any payment or other obligations on all, but not less than all, of the Series C 
and Series D Equipment Notes issued under one or more Indentures (a "full       
defeasance") if (1) all Series G Equipment Notes issued under such Indenture or 
Indentures have been fully paid or redeemed and (2) American puts in place the  
following arrangements for the benefit of the holders of the Series C and Series
D Equipment Notes:                                                              

        o        American must deposit in trust for the benefit of the holders
             of such Equipment Notes a combination of money and direct
            obligations of the United States (and certain depository
               receipts representing interests in such direct obligations)
             ("U.S. Government Obligations") that will generate enough
               money to pay when due the principal of and interest on such
Equipment Notes; and                        

      o        American must deliver to the Trustees and the relevant Loan
                Trustee a legal opinion stating that there has been a change
                 in the federal tax law from such law as in effect on the date
               of this Prospectus Supplement or that there has been an IRS
            ruling, in either case that lets American make the above
                  deposit without causing the holders of the Class C and Class D
                  Certificates to be taxed on their Certificates any differently
               than if American did not make the deposit and simply repaid
     the Series C and Series D Equipment Notes itself.

    American may only accomplish full defeasance if it obtains written
confirmation from each Rating Agency that such full defeasance will not result  
in a withdrawal or downgrading of the rating of any Class of Certificates. If   
American were to accomplish full defeasance, as described above, holders of the 
Series C and Series D Equipment Notes so defeased would rely solely on the trust
deposit for repayment on such Equipment Notes. Holders of such Equipment Notes  
could not look to American for repayment if a shortfall in the payment of       
principal of or interest on such Equipment Notes occurred. In addition, the     
holders of such Equipment Notes would have no beneficial interest in or other   
rights with respect to the related Aircraft or other assets subject to the lien 
of the related Indenture and such lien would terminate. (Indentures, Section    
10.01)                                                                          

LIMITATION OF LIABILITY                                                         

       Except as otherwise provided in the Indentures, each Loan Trustee, in
its individual capacity, will not be answerable or accountable under the        
Indentures or the Equipment Notes under any circumstances except, among other   
things, for its own willful misconduct or negligence.                           

INDENTURE EVENTS OF DEFAULT, NOTICE AND WAIVER                                  

  "Indenture Events of Default" under each Indenture will include:

        o        the failure by American to pay any interest, principal, Break
             Amount, if any, Prepayment Premium, if any, or Make-Whole
                Amount, if any, within 15 days after the same has become due
on any Equipment Note issued thereunder;    

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o        the failure by American to pay any amount (other than
                  interest, principal, Break Amount, if any, Prepayment Premium,
            if any, or Make-Whole Amount, if any) when due under the
                 Indenture, any Equipment Note issued thereunder, or any other
            operative documents for more than 30 days after American
receives written notice;                    

     o        the failure by American to carry and maintain insurance or
              indemnity on or with respect to the Aircraft in accordance
                  with the provisions of the related Indenture; provided that no
                such failure to carry and maintain insurance will constitute
              an Indenture Event of Default until the earlier of (i) the
                 date such failure has continued unremedied for a period of 30
      days after the Loan Trustee receives notice of the
                 cancellation or lapse of such insurance or (ii) the date such
      insurance is not in effect as to the Loan Trustee;

  o        the failure by American to perform or observe any other
                 covenant or condition to be performed or observed by it under
                 any operative document that continues for a period of 60 days
                  after American receives written notice thereof; provided that,
                 if such failure is capable of being remedied, no such failure
                 will constitute an Indenture Event of Default for a period of
                 one year after such notice is received by American so long as
             American is diligently proceeding to remedy such failure;

         o        any representation or warranty made by American in the related
            operative documents proves to have been incorrect in any
                material respect when made, and such incorrectness continues
          to be material to the transactions contemplated by the
                  Indenture and remains unremedied for a period of 60 days after
               American receives written notice thereof; provided that, if
            such incorrectness is capable of being remedied, no such
               incorrectness will constitute an Indenture Event of Default
             for a period of one year after such notice is received by
            American so long as American is diligently proceeding to
remedy such incorrectness; and              

o        the occurrence of certain events of bankruptcy,      
reorganization, or insolvency of American.  

(Indentures, Section 4.01)                                                      

   There will not be any cross-default provisions in the Indentures.
Consequently, events resulting in an Indenture Event of Default under any       
particular Indenture may or may not result in an Indenture Event of Default     
occurring under any other Indenture. If the Equipment Notes issued with respect 
to one or more Aircraft are in default and the Equipment Notes issued with      
respect to the remaining Aircraft are not in default, no remedies will be       
exercisable under the Indentures with respect to such remaining Aircraft.       

       The holders of a majority in aggregate unpaid principal amount of the
Equipment Notes outstanding on a given date and issued with respect to any      
Aircraft, by written instruction to the Loan Trustee, may on behalf of all the  
Note Holders waive any existing default and its consequences under the Indenture
with respect to such Aircraft, except a default in the payment of the principal 
of, Break Amount (if any), Prepayment Premium (if any), Make-Whole Amount (if   
any), or interest due under any such Equipment Notes or a default in respect of 
any covenant or provision of such Indenture that cannot be modified or amended  
without the consent of each affected Note Holder. (Indentures, Section 4.05)    

REMEDIES                                                                        

      The exercise of remedies under the Indentures will be subject to the
terms of the Intercreditor Agreement, and the following description should be   
read in conjunction with the description of the Intercreditor Agreement.        

    If an Indenture Event of Default occurs and is continuing under an
Indenture, the related Loan Trustee may, and upon receipt of written            
instructions of the holders of a majority in principal amount of the Equipment  
Notes then outstanding under such Indenture will, declare the principal of all  
such Equipment Notes issued thereunder immediately due and payable, together    
with all accrued but unpaid interest thereon and, in the case of the Series G   
Equipment Notes, Break Amount, if any (but without any Prepayment Premium or    
Make-Whole Amount). The holders of a majority in principal amount of Equipment  
Notes outstanding under an Indenture may rescind any declaration of acceleration
of such Equipment Notes if (i) there has been paid to the related Loan Trustee  
an amount sufficient to pay all overdue installments of principal and interest  
on any such Equipment Notes, and all other amounts owing under the operative    
documents, that have become due otherwise than by such declaration of           
acceleration and (ii) all other Indenture Events of Default, other than         
nonpayment of principal amount or interest on the Equipment Notes that have     
become due solely because of such acceleration, have been cured or waived.      
(Indentures, Section 4.02)                                                      

     Each Indenture provides that if an Indenture Event of Default under
such Indenture has occurred and is continuing, the related Loan Trustee may     
exercise certain rights or remedies available to it under such Indenture or     
under applicable law. Such                                                      

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remedies include the right to take possession of the Aircraft and to sell all or
any part of the airframe or any engine comprising the Aircraft subject to such  
Indenture.                                                                      

 If the Equipment Notes issued in respect of one Aircraft are in
default, the Equipment Notes issued in respect of the other Aircraft may not be 
in default, and, if not, no remedies will be exercisable under the applicable   
Indentures with respect to such other Aircraft.                                 

  In the case of Chapter 11 bankruptcy proceedings in which an air
carrier is a debtor, Section 1110 of the Bankruptcy Code ("Section 1110")       
provides special rights to holders of security interests with respect to        
"equipment" (as defined in Section 1110). Under Section 1110, the right of such 
financing parties to take possession of such equipment in compliance with the   
provisions of a security agreement is not affected by any other provision of the
Bankruptcy Code or any power of the bankruptcy court. Such right to take        
possession may not be exercised for 60 days following the date of commencement  
of the reorganization proceedings. Thereafter, such right to take possession may
be exercised during such proceedings unless, within the 60-day period or any    
longer period consented to by the relevant parties, the debtor agrees to perform
its future obligations and cures all existing and future defaults on a timely   
basis. Defaults resulting solely from the financial condition, bankruptcy,      
insolvency, or reorganization of the debtor need not be cured.                  

  "Equipment" is defined in Section 1110, in part, as an aircraft,
aircraft engine, appliance, or spare part (as defined in Section 40102 of Title 
49 of the United States Code) that is subject to a security interest granted by 
a debtor that, at the time such transaction is entered into, holds an air       
carrier operating certificate issued by the Secretary of Transportation pursuant
to Chapter 447 of Title 49 of the United States Code for aircraft capable of    
carrying ten or more individuals or 6,000 pounds or more of cargo.              

     It is a condition to the Trustee's obligation to purchase Equipment
Notes with respect to each Aircraft that American's General Counsel provide her 
opinion to the Trustees that the Loan Trustee will be entitled to the benefits  
of Section 1110 with respect to the airframe and engines comprising the Aircraft
originally subjected to the lien of the relevant Indenture. The opinion of      
American's General Counsel will not address the possible replacement of an      
Aircraft after an Event of Loss in the future, the consummation of which is     
conditioned upon the contemporaneous delivery of an opinion of counsel to the   
effect that the related Loan Trustee will be entitled to Section 1110 benefits  
with respect to the replacement airframe unless there is a change in law or     
court interpretation that results in Section 1110 not being available. See "--  
Certain Provisions of the Indentures -- Events of Loss." The opinion of         
American's General Counsel also will not address the availability of Section    
1110 with respect to the bankruptcy proceedings of any possible lessee of an    
Aircraft if it is leased by American.                                           

    In certain circumstances following the bankruptcy or insolvency of
American where the obligations of American under any Indenture exceed the value 
of the Aircraft or other collateral under such Indenture, post-petition interest
will not accrue on the related Equipment Notes. In addition, to the extent that 
distributions are made to any Certificateholders, whether under the             
Intercreditor Agreement or from drawings on the Liquidity Facilities or the     
Policy, in respect of amounts that would have been funded by post-petition      
interest payments on such Equipment Notes had such payments been made, there    
would be a shortfall between the claim allowable against American on such       
Equipment Notes after the disposition of the Aircraft and other collateral      
securing such Equipment Notes and the remaining balance of the Certificates.    
Such shortfall would first reduce some or all of the remaining claim against    
American available to the Trustees for the most junior Classes.                 

    If an Indenture Event of Default under any Indenture occurs and is
continuing, any sums held or received by the related Loan Trustee may be applied
to reimburse such Loan Trustee for any tax, expense, or other loss incurred by  
it and to pay any other amounts due to such Loan Trustee prior to any payments  
to holders of the Equipment Notes issued under such Indenture. (Indentures,     
Section 3.03)                                                                   

MODIFICATION OF INDENTURES                                                      

         Without the consent of holders of a majority in principal amount of the
Equipment Notes outstanding under any Indenture, the provisions of such         
Indenture and the related Participation Agreement may not be amended or         
modified, except to the extent indicated below.                                 

      Any Indenture may be amended without the consent of the Note Holders
to, among other things: (i) cure any defect or inconsistency in such Indenture  
or the Equipment Notes issued thereunder; (ii) make any other provisions or     
amendments with respect to matters or questions arising under such Indenture or 
such Equipment Notes, or to amend, modify, or supplement any provision thereof, 
provided that such action does not adversely affect the interests of any Note   
Holder; (iii) cure any ambiguity or correct any mistake; (iv) provide for       
compliance with applicable law; (v) provide for the issuance of Series E        
Equipment Notes as described in                                                 

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"Description of the Certificates -- Possible Issuance of Series E Equipment     
Notes"; (VI) PROVIDE FOR THE GUARANTEE BY AMR CORPORATION OR ANOTHER ENTITY OF  
ONE OR MORE INDENTURES, ONE OR MORE SERIES OF EQUIPMENT NOTES OR OF THE SERIES E
EQUIPMENT NOTES; OR (VII) PROVIDE FOR THE ISSUANCE OF NEW SERIES C AND SERIES D 
EQUIPMENT NOTES AS DESCRIBED IN "DESCRIPTION OF THE CERTIFICATES -- POSSIBLE    
REFUNDING OF SERIES C EQUIPMENT NOTES AND SERIES D EQUIPMENT NOTES."            
(Indentures, Section 9.01)                                                      

      Without the consent of the holder of each Equipment Note outstanding
under any Indenture affected thereby, no amendment or modification of such      
Indenture may, among other things, (i) reduce the principal amount of, or Break 
Amount (if any), Prepayment Premium (if any), Make-Whole Amount (if any), or    
interest payable on, any Equipment Notes issued under such Indenture or change  
the date on which any principal, Break Amount (if any), Prepayment Premium (if  
any), Make-Whole Amount (if any), or interest is due and payable, (ii) create   
any lien with respect to the property subject to the lien of the Indenture prior
to or pari passu with the lien of such Indenture, except as provided in such    
Indenture, or deprive any holder of an Equipment Note issued under such         
Indenture of the benefit of the lien of such Indenture in the property subject  
thereto, or (iii) reduce the percentage in principal amount of outstanding      
Equipment Notes issued under such Indenture required to take or approve any     
action under such Indenture. (Indentures, Section 9.02(a))                      

INDEMNIFICATION                                                                 

American will be required to indemnify each Loan Trustee, each
Liquidity Provider, the Policy Provider, the Subordination Agent, and each      
Trustee, but not the holders of Certificates, for certain losses, claims, and   
other matters. (Participation Agreements, Section 4.02).                        

     The Loan Trustee will not be required to take any action or refrain
from taking any action (other than notifying the Note Holders if it knows of an 
Event of Default or of a default arising from American's failure to pay overdue 
principal, interest, or Break Amount (if any), Prepayment Premium (if any),     
Make-Whole Amount (if any), under any Equipment Note), unless it has received   
indemnification satisfactory to it against any risks incurred in connection     
therewith. (Indentures, Section 5.03).                                          

CERTAIN PROVISIONS OF THE INDENTURES                                            

MAINTENANCE AND OPERATION                                     

      Under the terms of each Indenture, American will be obligated, among
other things and at its expense, to keep each Aircraft duly registered, and to  
maintain, service, repair, and overhaul the Aircraft so as to keep it in such   
condition as necessary to maintain the airworthiness certificate for the        
Aircraft in good standing at all times, other than during temporary periods of  
storage or grounding by applicable governmental authorities.                    
(Indentures, Section 7.02(c) and (e))                                           

      American will agree not to maintain, use, or operate any Aircraft in
violation of any law, rule, or regulation of any government having jurisdiction 
over such Aircraft, or in violation of any airworthiness certificate, license,  
or registration relating to such Aircraft, except to the extent American (or any
lessee) is contesting in good faith the validity or application of any such law,
rule, or regulation in any manner that does not involve any material risk of    
sale, forfeiture, or loss of the Aircraft. (Indentures, Section 7.02(b))        

        American must make or cause to be made all alterations, modifications,
and additions to each Airframe and Engine necessary to meet the applicable      
requirements of the FAA or any other applicable governmental authority of       
another jurisdiction in which the Aircraft may then be registered; provided,    
however, that American (or any lessee) may in good faith contest the validity or
application of any such requirement in any manner that does not involve, among  
other things, a material risk of sale, forfeiture, or loss of the Aircraft.     
American (or any lessee) may add further parts and make other alterations,      
modifications, and additions to any Airframe or any Engine as American (or any  
such lessee) may deem desirable in the proper conduct of its business, including
removal (without replacement) of parts, so long as such alterations,            
modifications, additions, or removals do not materially diminish the value or   
utility of such Airframe or Engine below its value or utility immediately prior 
to such alteration, modification, addition, or removal (assuming such Airframe  
or Engine was maintained in accordance with the Indenture), except that the     
value (but not the utility) of any Airframe or Engine may be reduced from time  
to time by the value of any such parts which have been removed that American    
deems obsolete or no longer suitable or appropriate for use on such Airframe or 
Engine. All parts (with certain exceptions) incorporated or installed in or     
added to such Airframe or Engine as a result of such alterations, modifications 
or additions will be subject to the lien of the Indenture. American (or any     
lessee) is permitted to remove (without replacement) parts that are in addition 
to, and not in replacement of or substitution for, any part originally          
incorporated or installed in or attached to an Airframe or Engine at the time of
delivery thereof to American, as well as any part that is not required to be    
incorporated or installed in or attached to any Airframe or                     

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Engine pursuant to applicable requirements of the FAA or other jurisdiction in  
which the Aircraft may then be registered, or any part that can be removed      
without materially diminishing the requisite value or utility of the Aircraft.  
(Indentures, Section 7.04(c))                                                   

     Except as set forth above, American will be obligated to replace or
cause to be replaced all parts that are incorporated or installed in or attached
to any Airframe or any Engine and become worn out, lost, stolen, destroyed,     
seized, confiscated, damaged beyond repair, or permanently rendered unfit for   
use. Any such replacement parts will become subject to the lien of the related  
Indenture in lieu of the part replaced.                                         
(Indentures, Section 7.04(a))                                                   

REGISTRATION, LEASING, AND POSSESSION                         

       Although American has no current intention to do so, American will be
permitted to register an Aircraft in certain jurisdictions outside the United   
States, subject to certain conditions specified in the related Indenture. These 
conditions include a requirement that the laws of the new jurisdiction of       
registration will give effect to the lien of and the security interest created  
by the related Indenture in the applicable Aircraft. (Indentures, Section       
7.02(e)) American also will be permitted, subject to certain limitations, to    
lease any Aircraft to any United States certificated air carrier or to certain  
foreign air carriers. In addition, subject to certain limitations, American will
be permitted to transfer possession of any Airframe or any Engine other than by 
lease, including transfers of possession by American or any lessee in connection
with certain interchange and pooling arrangements, "wet leases," and transfers  
in connection with maintenance or modifications and transfers to the government 
of the United States, Canada, France, Germany, Japan, The Netherlands, Sweden,  
Switzerland, and the United Kingdom or any instrumentality or agency thereof.   
(Indentures, Section 7.02(a)) There will be no general geographical restrictions
on American's (or any lessee's) ability to operate the Aircraft. The extent to  
which the relevant Loan Trustee's lien would be recognized in an Aircraft if    
such Aircraft were located in certain countries is uncertain. In addition, any  
exercise of the right to repossess an Aircraft may be difficult, expensive, and 
time-consuming, particularly when such Aircraft is located outside the United   
States or has been registered in a foreign jurisdiction or leased to a foreign  
operator, and may be subject to the limitations and requirements of applicable  
law, including the need to obtain consents or approvals for deregistration or   
re-export of the Aircraft, which may be subject to delays and political risk.   
When a defaulting lessee or other permitted transferee is the subject of a      
bankruptcy, insolvency, or similar event such as protective administration,     
additional limitations may apply. See "Risk Factors -- Risk Factors Relating to 
the Certificates and the Offering -- Repossession."                             

     In addition, at the time of foreclosing on the lien on the Aircraft
under the related Indenture, an Airframe subject to such Indenture might not be 
equipped with Engines subject to the same Indenture. If American fails to       
transfer title to engines not owned by American that are attached to repossessed
Aircraft, it could be difficult, expensive, and time-consuming to assemble an   
Aircraft consisting of an Airframe and Engines subject to the Indenture.        

LIENS                                                         

         American is required to maintain each Aircraft free of any liens, other
than the rights of the relevant Loan Trustee, American, the lien of the         
Indenture, any other rights existing pursuant to the other operative documents  
and pass through documents related thereto, the rights of others in possession  
of the Aircraft in accordance with the terms of the Indenture and liens         
attributable to other parties to the operative documents and pass through       
documents related thereto and certain other specified liens, including but not  
limited to (i) liens for taxes either not yet due or being contested in good    
faith by appropriate proceedings so long as such proceedings do not involve any 
material risk of the sale, forfeiture, or loss of the Airframe or any Engine or 
the Loan Trustee's interest therein; (ii) materialmen's, mechanics', and other  
similar liens arising in the ordinary course of business and securing           
obligations that either are not overdue for more than 60 days or are being      
contested in good faith by appropriate proceedings so long as such proceedings  
do not involve any material risk of the sale, forfeiture or loss of the Airframe
or any Engine or the Loan Trustee's interest therein; (iii) judgment liens so   
long as such judgment is discharged or vacated within 60 days or the execution  
of such judgment is stayed pending appeal or such judgment is discharged,       
vacated, or reversed within 60 days after expiration of such stay; (iv) salvage 
or similar rights of insurers under insurance policies maintained by American;  
and (v) any other lien as to which American has provided a bond or other        
security adequate in the reasonable opinion of the Loan Trustee and Liens       
approved in writing by the Loan Trustee with the consent of a majority in       
interest of the Note Holders. (Indentures, Section 7.01)                        

INSURANCE                                                     

         Subject to certain exceptions, American is required to maintain, at its
expense (or at the expense of a lessee), all-risk aircraft hull insurance       
covering each Aircraft, at all times in an amount not less than 110% of the     
aggregate outstanding principal amount of the Equipment Notes relating to such  
Aircraft. However, after giving effect to self-insurance permitted as described 
below, the amount payable under such insurance may be less than such amounts    
payable with respect to the Equipment Notes. If an Aircraft                     

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suffers an Event of Loss, insurance proceeds up to an amount equal to the       
outstanding principal amount of the Equipment Notes, together with accrued but  
unpaid interest thereon, plus an amount equal to the interest that will accrue  
on the outstanding principal amount of the Equipment Notes during the period    
commencing on the date following the date of payment of such insurance proceeds 
to the Loan Trustee and ending on the loss payment date (in either case, the    
"Loan Amount"), will be paid to the applicable Loan Trustee. If an Aircraft or  
Engine suffers loss or damage not constituting an Event of Loss but involving   
insurance proceeds in excess of $15,000,000 (in the case of a Boeing 757-223,   
Boeing 757-223ER or Boeing 767-323ER) or $24,000,000 (in the case of a Boeing   
777-223ER), proceeds in excess of such specified amounts up to the Loan Amount  
will be payable to the applicable Loan Trustee, and the proceeds up to such     
specified amounts and proceeds in excess of the Loan Amount will be payable     
directly to American so long as an Indenture Event of Default does not exist    
under the related Indenture. So long as the loss does not constitute an Event of
Loss, insurance proceeds will be applied to repair or replace the equipment.    
(Indentures, Section 7.06(b))                                                   

   In addition, American is obligated to maintain aircraft liability
insurance at its expense (or at the expense of a lessee), including, without    
limitation, bodily injury, personal injury and property damage liability        
insurance (exclusive of manufacturer's product liability insurance), and        
contractual liability insurance with respect to each Aircraft. Such liability   
insurance must be underwritten by insurers of recognized responsibility. The    
amount of such liability insurance coverage may not be less than the amount of  
aircraft liability insurance from time to time applicable to similar aircraft in
American's fleet on which American carries insurance. (Indentures, Section      
7.06(a))                                                                        

        American also is required to maintain war-risk aircraft hull insurance
with respect to each Aircraft if and to the extent such insurance is maintained 
by American (or any lessee) with respect to other aircraft owned or operated by 
American (or such lessee) on the same routes on which the Aircraft is operated. 
(Indentures, Section 7.06(b))                                                   

        American may self-insure under a program applicable to all aircraft in
its fleet, but the amount of such self-insurance in the aggregate may not exceed
for any 12-month policy year 1% of the average aggregate insurable value (during
the preceding policy year) of all aircraft on which American carries insurance, 
unless an insurance broker of national standing certifies that the standard     
among all other major U.S. airlines is a higher level of self-insurance, in     
which case American may self-insure the Aircraft to such higher level. In       
addition, American may self-insure to the extent of (i) any applicable          
deductible per occurrence that is not in excess of the amount customarily       
allowed as a deductible in the industry or is required to facilitate claims     
handling, or (ii) any applicable mandatory minimum per aircraft (or, if         
applicable, per annum or other period) liability insurance or hull insurance    
deductibles imposed by the aircraft liability or hull insurers. (Indentures,    
Section 7.06(c))                                                                

        In respect of each Aircraft, American is required to name the relevant
Loan Trustee, each Trustee, the Subordination Agent, the Primary Liquidity      
Providers, and the Policy Provider as additional insured parties under the      
liability insurance policy required with respect to such Aircraft. In addition, 
the hull and liability insurance policies will be required to provide that, in  
respect of the interests of such additional insured party, the insurance shall  
not be invalidated or impaired by any action or inaction of American.           
(Indentures, Sections 7.06(a) and 7.06(b))                                      

EVENTS OF LOSS                                                

         If an Event of Loss occurs with respect to the Airframe or the Airframe
and one or more Engines of an Aircraft, American must elect within 90 days after
such occurrence either to make payment with respect to such Event of Loss or to 
replace such Airframe and any such Engines. Depending upon American's election, 
not later than the first Business Day after the 120th day following the date of 
occurrence of such Event of Loss, American will either (i) redeem the Equipment 
Notes under the applicable Indenture by paying to the Loan Trustee the          
outstanding unpaid principal amount of such Equipment Notes, together with      
accrued interest thereon and, in the case of the Series G Equipment Notes, Break
Amount, but without any Prepayment Premium or Make-Whole Amount or (ii)         
substitute an airframe (or airframe and one or more engines, as the case may be)
for the Airframe, or Airframe and Engine(s), that suffered such Event of Loss.  
(Indentures, Sections 2.10 and 7.05(a)) See "-- Redemption."                    

        If American elects to replace an Airframe (or Airframe and one or more
Engines, as the case may be) that suffered such Event of Loss, it will do so    
with, in the case of the Airframe, an airframe of a comparable or improved model
of the same manufacturer, and, in the case of an Engine, an engine of the same  
or another manufacturer of a comparable or an improved model and suitable for   
installation and use on the Airframe, with a value and utility at least equal to
the Airframe or Airframe and Engines to be replaced, assuming that such Airframe
and such Engines were in the condition and repair required by the related       
Indenture. American is also required to provide to the relevant Loan Trustee    
opinions of counsel (i) to the effect that such Loan Trustee will be entitled to
the benefits of Section 1110 with respect to the replacement airframe (unless,  
as a result of a change in law or governmental or judicial interpretation, such 
benefits were not available to it with respect to the Aircraft immediately prior
to such replacement), and (ii) as to the due registration of the replacement    
aircraft and the due recordation of a supplement to the Indenture               

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relating to such replacement aircraft and the validity and perfection of the    
security interest granted to the Loan Trustee in the replacement aircraft.      
(Indentures, Section 7.05(a))                                                   

  If American elects not to replace such Airframe, or Airframe and
Engine(s), then upon payment of the outstanding principal amount of the         
Equipment Notes issued with respect to such Aircraft, together with accrued but 
unpaid interest thereon and, in the case of the Series G Equipment Notes, Break 
Amount, but without any Prepayment Premium or Make-Whole Amount, the lien of the
Indenture relating to such Aircraft will terminate with respect to such         
Aircraft, and the obligation of American thereafter to make the scheduled       
interest and principal payments with respect thereto will cease. The payments   
made under the Indenture by American will be deposited with the applicable Loan 
Trustee. Amounts in excess of the amounts due and owing under the Equipment     
Notes issued with respect to such Aircraft will be distributed by such Loan     
Trustee to American. (Indentures, Sections 2.10, 3.02, 7.05(a), and 7.05(c))    

      If an Event of Loss occurs with respect to an Engine alone, American
will be required to replace such Engine within 120 days after the occurrence of 
such Event of Loss with another engine, free and clear of all liens (other than 
certain permitted liens). Such replacement engine will be the same model as the 
Engine to be replaced, or a comparable or improved model of the same or another 
manufacturer and suitable for installation and use on the Airframe, and will    
have a value and utility at least equal to the Engine to be replaced, assuming  
that such Engine was in the condition and repair required by the terms of the   
relevant Indenture. (Indentures, Section 7.05(b))                               

         An "Event of Loss" with respect to an Aircraft, Airframe, or any Engine
means any of the following events with respect to such property:                

  o        the loss of such property, or of the use thereof due to
           destruction, damage beyond repair, or rendition of such
property permanently unfit for normal use;  

   o        any damage to such property that results in an insurance
              settlement with respect to such property on the basis of a
           total loss or a compromised or constructive total loss;

   o        any theft or disappearance of such property for a period
exceeding 180 days;                         

     o        the requisition for use of such property by any government
                 (other than the government of Canada, France, Germany, Japan,
                The Netherlands, Sweden, Switzerland, the United Kingdom, or
                  the United States or the government of the country of registry
              of the Aircraft) that results in the loss of possession of
               such property for a period exceeding 12 consecutive months;

 o        the operation or location of the Aircraft, while under
              requisition for use by any government, in an area excluded
                  from coverage by any insurance policy required by the terms of
            the Indenture, unless American has obtained indemnity or
   insurance in lieu thereof from such government;

    o        any requisition of title or other compulsory acquisition,
             capture, seizure, deprivation, confiscation, or detention
          (excluding requisition for use or hire not involving a
               requisition of title) for any reason of the Aircraft by any
              government that results in the loss of title or use of the
Aircraft for a period in excess of 180 days;

    o        as a result of any law, rule, regulation, order, or other
           action by the FAA or other government of the country of
               registry, the use of the Aircraft or Airframe in the normal
               business of air transportation is prohibited by virtue of a
                  condition affecting all aircraft of the same type for a period
           of 18 consecutive months, unless American is diligently
                 carrying forward all steps that are necessary or desirable to
              permit the normal use of the Aircraft or, in any event, if
            such use is prohibited for a period of three consecutive
years; and                                  

         o        with respect to an Engine only, any divestiture of title to or
             interest in such Engine or, in certain circumstances, the
                 installation of such Engine on an airframe that is subject to
   a conditional sale or other security agreement.

         An Event of Loss with respect to an Aircraft is deemed to have occurred
if an Event of Loss occurs with respect to the Airframe, unless American elects 
to substitute a replacement Airframe pursuant to the Indenture. (Indentures,    
Annex A)                                                                        

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 CERTAIN FEDERAL INCOME TAX CONSEQUENCES

      The following is a general discussion of the material federal income
tax consequences of the purchase, ownership, and disposition of Class G         
Certificates to a Certificate Owner that purchases Class G Certificates in the  
initial offering thereof at the offering price set forth herein and holds such  
Class G Certificates as capital assets. The discussion below replaces the       
discussion set forth under the heading "Certain Federal Income Tax Consequences"
in the accompanying Prospectus. The discussion is based on laws, regulations,   
rulings, and decisions in effect as of the date hereof, all of which are subject
to change, possibly with retroactive effect, or different interpretation. The   
discussion does not address all of the federal income tax consequences that may 
be relevant to all Certificate Owners in light of their particular circumstances
(including, for example, any special rules applicable to tax-exempt             
organizations, broker-dealers, and insurance companies). Except for the         
discussion below under "-- Certain Federal Income Tax Consequences to Foreign   
Certificateholders," this discussion is addressed only to beneficial owners of  
Class G Certificates that are (i) individual citizens or residents of the United
States, (ii) corporations created or organized in or under the laws of the      
United States, any state thereof or the District of Columbia, or (iii)          
partnerships, trusts or estates treated, for federal income tax purposes, as    
domestic partnerships, trusts, or estates ("U.S. Persons"). The statements of   
law and legal conclusion set forth herein are based upon the opinion of         
Debevoise & Plimpton, counsel to American. Persons considering an investment in 
the Class G Certificates should consult their own tax advisors regarding the    
federal, state, local, and any other tax consequences to them of the purchase,  
ownership, and disposition of Class G Certificates in light of their own        
particular circumstances. The Trusts, the Subordination Agent, and the Loan     
Trustees are not indemnified for any federal income taxes or with certain       
exceptions other taxes that may be imposed upon them, and the imposition of any 
such taxes could result in a reduction in the amounts available for distribution
to the Certificate Owners.                                                      

TAX STATUS OF THE TRUSTS                                                        

       The Trusts will not be classified as associations (or publicly traded
partnerships) taxable as corporations for federal income tax purposes and will  
not be subject to federal income tax. The Class G Trust will file federal income
tax returns and report to investors on the basis that it is a grantor trust. If 
the Class G Trust was treated as a partnership for federal income purposes      
rather than as a grantor trust, the consequences to Certificate Owners and, to  
the extent described below, Non-U.S. Certificateholders, would not be materially
different. The discussion below assumes that the Trusts will be classified as   
grantor trusts.                                                                 

TAXATION OF CERTIFICATE OWNERS GENERALLY                                        

        Each Certificate Owner of a Class G Certificate will be treated as the
owner of a pro rata undivided interest in the Equipment Notes and any other     
property held in the Class G Trust, and will be required to report on its       
federal income tax return its pro rata share of the entire income from each of  
the Series G Equipment Notes and any other property held in such Trust, in      
accordance with such Certificate Owner's method of accounting. A Certificate    
Owner of a Class G Certificate using the cash method of accounting must take    
into account its pro rata share of income as and when received by the Class G   
Trustee. A Certificate Owner of a Class G Certificate using an accrual method of
accounting must take into account its pro rata share of income as it accrues or 
is received by the Class G Trustee, whichever is earlier.                       

     A Certificate Owner will be entitled to deduct, consistent with its
method of accounting, its pro rata share of fees and expenses paid or incurred  
by the Class G Trust to the extent provided in Section 162 or 212 of the Code.  
Certain fees and expenses, including fees paid to the Class G Trustee and the   
Primary Liquidity Provider, will be borne by parties other than the Certificate 
Owners. It is possible that such fees and expenses will be treated as           
constructively received by the Class G Trust, in which event a Certificate Owner
will be required to include in income and will be entitled to deduct its pro    
rata share of such fees and expenses to the extent provided in Section 162 or   
212 of the Code. If a Certificate Owner is an individual, estate, or trust, the 
deduction for such Certificate Owners's share of such fees or expenses will     
generally be allowed only to the extent that all of such Certificate Owner's    
miscellaneous itemized deductions, including such Certificate Owners' share of  
such fees and expenses, exceed 2% of such Certificate Owner's adjusted gross    
income. In addition, in the case of a Certificate Owner who is an individual,   
certain otherwise allowable itemized deductions will be subject to additional   
limitations on itemized deductions under the applicable provisions of the Code. 

SALES OF CERTIFICATES                                                           

     A Certificate Owner that sells a Class G Certificate will recognize
capital gain or loss (in the aggregate) equal to the difference between the     
amount realized on the sale (except to the extent attributable to accrued       
interest, which will be taxable as interest income if not previously included in
income) and such Certificate Owner's adjusted tax basis in the Series G         
Equipment Notes and any other property held by the Class G Trust. Any such gain 
or loss generally will be long-term capital gain or loss if the Class G         
Certificate was held for more than one year (except to the extent attributable  
to any property held by the Class G Trust for one year or                       

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less). Any long-term capital gains with respect to the Class G Certificates are 
taxable to corporate taxpayers at the rates applicable to ordinary income and to
individual taxpayers at a maximum rate of 20%. Any capital losses will be       
deductible by corporate taxpayers only to the extent of capital gains and by an 
individual taxpayer only to the extent of capital gains plus a limited amount of
other income.                                                                   

BOND PREMIUM                                                                    

A Certificate Owner of a Class G Certificate generally will be
considered to have acquired an interest in a Series G Equipment Note held in the
Class G Trust at a bond premium to the extent such Certificate Owner's tax basis
allocable to such Series G Equipment Note exceeds the remaining principal amount
of the Series G Equipment Note allocable to such Certificate Owner's            
Certificate. In that event, such Certificate Owner may, in certain              
circumstances, be able to amortize that bond premium (generally on a constant   
yield basis) as an offset to interest income with corresponding reductions in   
such Certificate Owner's tax basis in such Series G Equipment Note. Special     
rules apply to an Equipment Note that may be called at a redemption premium     
prior to maturity. It is unclear how these rules apply to an Equipment Note when
there is more than one possible call date and the amount of any redemption      
premium is uncertain. Certificate Owners should consult their own tax advisors  
regarding the advisability and consequences of an election to amortize any bond 
premium with respect to the Equipment Notes.                                    

TRUSTS CLASSIFIED AS PARTNERSHIPS                                               

   If the Class G Trust is classified as a partnership (and not as a
publicly traded partnership taxable as a corporation) for federal income tax    
purposes, income or loss with respect to the assets held by the Class G Trust   
will be calculated at the Trust level but such Class G Trust itself will not be 
subject to federal income tax. A Certificate Owner would be required to report  
its share of the Class G Trust's items of income and deduction on its tax return
for its taxable year within which the Class G Trust's taxable year (which should
be a calendar year) ends. A Certificate Owner's basis in its interest in the    
Class G Trust would be equal to the purchase price therefor, plus its share of  
the Class G Trust's net income, minus its share of any net losses of the Class G
Trust, and minus the amount of any distributions from the Class G Trust. In the 
case of an original purchaser of a Class G Certificate that is a calendar year  
taxpayer, income and loss generally should be the same as it would be if the    
Class G Trust were classified as a grantor trust, except that income or loss    
would be reported on an accrual basis even if the Certificate Owner otherwise   
uses the cash method of accounting. A subsequent purchaser, however, generally  
would be subject to tax on the same basis as an original holder with respect to 
its interest in the Class G Trust, and would not be subject to the bond premium 
rules described above under "--Bond Premium" or to certain rules relating to    
market discount during the duration of the Trust. Non-U.S. Certificateholders   
should not be subject to U.S. withholding tax to the extent provided under      
"--Certain Federal Income Tax Consequences to Foreign Certificateholders" below 
and should not be treated as engaged in a U.S. trade or business solely by      
reason of the Class G Trust being classified as a partnership.                  

CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO FOREIGN CERTIFICATEHOLDERS           

    Subject to the discussion of backup withholding below, payments of
principal and interest on the Series G Equipment Notes to, or on behalf of, any 
beneficial owner of a Class G Certificate that is not a U.S. Person (a "Non-U.S.
Certificateholder") will not be subject to U.S. federal withholding tax,        
provided, in the case of interest, that:                                        

o(i)     such Non-U.S. Certificateholder does not actually or 
               constructively own 10% or more of the total combined voting
               power of all classes of stock of American entitled to vote,

      o(ii)    such Non-U.S. Certificateholder is not a controlled foreign
                  corporation for U.S. tax purposes that is related to American,
and                                         

     o(iii)   either (A) the Non-U.S. Certificateholder certifies, under
          penalties of perjury, that it is not a U.S. Person and
                  provides its name and address and certain other information or
         (B) a securities clearing organization, bank or other
                 financial institution that holds customers' securities in the
          ordinary course of its trade or business (a "financial
                  institution") and that holds the Class G Certificate on behalf
                of the Non-U.S. Certificateholder certifies, under penalties
          of perjury, that such a certification and the Non-U.S.
                Certificateholder's name and address have been received from
                the Non-U.S. Certificateholder by it or by another financial
               institution and furnishes to the withholding agent the name
               and address of the Non-U.S. Certificateholder and a copy of
                  the Non-U.S. Certificateholder's certification, so long as the
              U.S. Treasury Department has not published a determination
                that a certification from such financial institution may not
be relied upon.                             

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    Treasury regulations that became effective January 1, 2001 provide
alternative methods for satisfying the requirement referred to in clause (iii)  
above. These regulations also generally require, in the case of a Class G       
Certificate held by a foreign partnership, that the requirement referred to in  
clause (iii) above be satisfied by the partners rather than the foreign         
partnership and the partnership provide certain information.                    

         Any capital gain realized by a Non-U.S. Certificateholder upon the sale
of a Class G Certificate or with respect to an Equipment Note generally will not
be subject to U.S. federal income or withholding taxes if such gain is not      
effectively connected with a U.S. trade or business of the Non-U.S.             
Certificateholder and, in the case of an individual, such Non-U.S.              
Certificateholder is not present in the United States for 183 days or more in   
the taxable year of the sale or other disposition.                              

      Any such interest or capital gain that is effectively connected with
the conduct of a U.S. trade or business of the Non-U.S. Certificateholder will  
be subject to regular federal income tax at graduated rates (and in certain     
cases a branch profit tax), unless an applicable tax treaty provides an         
exemption.                                                                      

      Prospective investors that are not U.S. Persons should consult their
own tax advisors regarding the income, estate and other tax consequences to them
of the purchase, ownership, and disposition of the Class G Certificates under   
U.S. federal, state, and local, and any other relevant, law in light of their   
own particular circumstances. If any U.S. federal or other tax is required to be
withheld with respect to a non-U.S. Certificateholder, neither American nor the 
Trusts would be required to pay any additional amount to such non-U.S.          
Certificateholder.                                                              

BACKUP WITHHOLDING                                                              

     In general, payments made on the Class G Certificates, and proceeds
from the sale of Class G Certificates to or through certain brokers, will be    
subject to information reporting requirements. Such payments may also be subject
to a "backup" withholding tax at a rate of 30% in 2002 and 2003, 29% in 2004 and
2005, 28% in 2006 through 2010, and 31% thereafter unless the Certificate Owner 
complies with certain reporting procedures or is exempt from such requirements. 
Any such withheld amounts will be allowed as a credit against the Certificate   
Owner's federal income tax and may entitle such Certificate Owner to a refund if
the required information is furnished to the Internal Revenue Service. Certain  
penalties may be imposed by the Internal Revenue Service on a Certificate Owner 
who is required to supply information but who does not do so in the proper      
manner.                                                                         

 A Non-U.S. Certificateholder may also be subject to information
reporting requirements and to backup withholding at the rate described above    
unless such Non-U.S. Certificateholder complies with certain reporting          
procedures or otherwise establishes an exemption. Additional information        
reporting and backup withholding requirements with respect to the payment of the
proceeds from the disposition of a Class G Certificate by a Non-U.S.            
Certificateholder are as follows:                                               

       o If the proceeds are paid to or through the U.S. office of a broker,
they generally will be subject to information reporting and backup withholding  
unless the holder certifies that it is not a U.S. Person under penalties of     
perjury or otherwise establishes an exemption.                                  

        o If the proceeds are paid to or through a Non-U.S. office of a broker
that is not a U.S. Person and is not a foreign person with certain specified    
U.S. connections (a "U.S. related person"), they will not be subject to         
information reporting or backup withholding.                                    

        o If the proceeds are paid to or through a non-U.S. office of a broker
that is a U.S. Person or a U.S. related person, they generally will be subject  
to information reporting (but not backup withholding) unless the holder         
certifies that it is not a U.S. person under penalty of perjury or otherwise    
establishes an exemption.                                                       

 CERTAIN CONNECTICUT TAXES

        The Trustee is a national banking association with its corporate trust
office in Connecticut. Bingham McCutchen LLP, counsel to the Trustee, has       
advised American that, in its opinion, under currently applicable law, assuming 
that each Trust will not be taxable as a corporation for federal income tax     
purposes, but, rather, will be classified for such purposes as a grantor trust  
or as a partnership, (i) the Trusts will not be subject to any tax (including,  
without limitation, net or gross income, tangible or intangible property, net   
worth, capital, franchise, or doing business tax), fee or other governmental    
charge under the laws of the State of Connecticut or any political subdivision  
thereof and (ii) Certificate Owners that are not residents of or otherwise      
subject to tax in Connecticut will not be subject to any tax (including, without
limitation, net or gross income, tangible or intangible property, net worth,    
capital, franchise, or doing business tax), fee or other governmental charge    
under the laws of the State of Connecticut or any                               

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political subdivision thereof as a result of purchasing, owning (including      
receiving payments with respect to) or selling a Certificate. Neither the Trusts
nor the Certificate Owners will be indemnified for any state or local taxes     
imposed on them, and the imposition of any such taxes on a Trust could result in
a reduction in the amounts available for distribution to the Certificate Owners 
of such Trust. In general, should a Certificate Owner or a Trust be subject to  
any state or local tax that would not be imposed if the Trust were administered 
in a different jurisdiction in the United States or if the Trustee were located 
in a different jurisdiction in the United States, the Trustee will either       
relocate the administration of the Trust to such other jurisdiction or resign   
and, in the event of such a resignation, a new Trustee in such other            
jurisdiction will be appointed.                                                 

CERTAIN ERISA CONSIDERATIONS

GENERAL                                                                         

 The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), imposes certain requirements on employee benefit plans subject to    
Title I of ERISA and on entities that are deemed to hold the assets of such     
plans ("ERISA Plans"), and on those persons who are fiduciaries with respect to 
ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including, but not limited to, the requirement of investment      
prudence and diversification and the requirement that an ERISA Plan's           
investments be made in accordance with the documents governing the Plan.        

       Section 406 of ERISA and Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), prohibit certain transactions involving the      
assets of an ERISA Plan (as well as those plans that are not subject to ERISA   
but which are subject to Section 4975 of the Code, such as individual retirement
accounts (together with ERISA Plans, "Plans")) and certain persons (referred to 
as "parties in interest" or "disqualified persons") having certain relationships
to such Plans, unless a statutory or administrative exemption is applicable to  
the transaction. A party in interest or disqualified person who engages in a    
prohibited transaction may be subject to excise taxes and other penalties and   
liabilities under ERISA and the Code.                                           

Any Plan fiduciary which proposes to cause a Plan to purchase 
Certificates should consult with its counsel regarding the applicability of the 
fiduciary responsibility and prohibited transaction provisions of ERISA and     
Section 4975 of the Code to such an investment, and to confirm that such        
purchase and holding will not constitute or result in a non-exempt prohibited   
transaction or any other violation of an applicable requirement of ERISA.       

       Governmental plans and certain church plans, while not subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction      
provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to
state or other federal laws or regulations that are substantially similar to the
foregoing provisions of ERISA and the Code ("Similar Law"). Fiduciaries of any  
such plans should consult with their counsel before purchasing Certificates to  
determine the need for, and the availability, if necessary, of any exemptive    
relief under any such laws or regulations.                                      

PLAN ASSETS ISSUES                                                              

      The Department of Labor has promulgated a regulation, 29 CFR Section
2510.3-101 (the "Plan Asset Regulation"), describing what constitutes the assets
of a Plan with respect to the Plan's investment in an entity for purposes of    
ERISA and Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan  
invests (directly or indirectly) in a Certificate, the Plan's assets will       
include both the Certificate and an undivided interest in each of the underlying
assets of the corresponding Trust, including the Equipment Notes held by such   
Trust, unless it is established that equity participation in the Trust by       
benefit plan investors (including but not limited to Plans and entities whose   
underlying assets include Plan assets by reason of an employee benefit plan's   
investment in the entity) is not "significant" within the meaning of the Plan   
Asset Regulation. In this regard, the extent to which there is equity           
participation in a particular Trust by, or on behalf of, benefit plan investors 
will not be monitored. If the assets of a Trust are deemed to constitute the    
assets of a Plan, transactions involving the assets of such Trust could be      
subject to the prohibited transaction provisions of ERISA and Section 4975 of   
the Code unless a statutory or administrative exemption is applicable to the    
transaction.                                                                    

PROHIBITED TRANSACTION EXEMPTIONS                                               

         In addition, whether or not the assets of a Trust are deemed to be Plan
assets under the Plan Asset Regulation, the fiduciary of a Plan that proposes to
purchase and hold any Certificates should consider, among other things, whether 
such purchase and holding may involve (i) the direct or indirect extension of   
credit to a party in interest or a disqualified person, (ii) the sale or        
exchange of any property between a Plan and a party in interest or a            
disqualified person, or (iii) the transfer to, or use by or for the benefit of, 
a party in interest or a disqualified person, of any Plan assets. Such parties  
in interest or disqualified persons could include, without limitation, American 
and its affiliates, the Underwriters, the Trustees, the Policy Provider, or the 
Liquidity Providers. Moreover, if Certificates                                  

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are purchased by a Plan and Certificates of a subordinate Class are held by a   
party in interest or a disqualified person with respect to such Plan, the       
exercise by the holder of the subordinate Class of Certificates of its right to 
purchase the senior Classes of Certificates upon the occurrence and during the  
continuation of a Triggering Event could be considered to constitute a          
prohibited transaction unless a statutory or administrative exemption were      
applicable. Depending on the satisfaction of certain conditions which may       
include the identity of the Plan fiduciary making the decision to acquire or    
hold Certificates on behalf of a Plan, Prohibited Transaction Class Exemption   
("PTCE") 91-38 (relating to investments by bank collective investment funds),   
PTCE 84-14 (relating to transactions effected by a "qualified professional asset
manager"), PTCE 95-60 (relating to investments by an insurance company general  
account), PTCE 96-23 (relating to transactions directed by an in-house asset    
manager) or PTCE 90-1 (relating to investments by insurance company pooled      
separate accounts) (collectively, the "Class Exemptions") could provide an      
exemption from the prohibited transaction provisions of ERISA and Section 4975  
of the Code. However, there can be no assurance that any of these Class         
Exemptions or any other exemption will be available with respect to any         
particular transaction involving the Certificates.                              

  Each person who acquires or accepts a Certificate or an interest
therein will be deemed by such acquisition or acceptance to have represented and
warranted that either: (i) no assets of a Plan or governmental or church plan,  
or any trust established with respect to a Plan or governmental or church plan, 
have been used to acquire such Certificate or an interest therein or (ii) the   
purchase and holding of such Certificate or an interest therein by such person  
are exempt from the prohibited transaction restrictions of ERISA and the Code or
any provisions of Similar Law, as applicable, pursuant to one or more prohibited
transaction statutory or administrative exemptions.                             

SPECIAL CONSIDERATIONS APPLICABLE TO INSURANCE COMPANY GENERAL ACCOUNTS         

         Any insurance company proposing to invest assets of its general account
in the Certificates should consider the implications of the United States       
Supreme Court's decision in John Hancock Mutual Life Insurance Co. v. Harris    
Trust and Savings Bank, 510 U.S. 86, 114 S.Ct. 517 (1993), which in certain     
circumstances treats such general account assets as assets of a Plan that owns a
policy or other contract with such insurance company, as well as the effect of  
Section 401(c) of ERISA as interpreted by regulations issued by the United      
States Department of Labor in January, 2000.                                    

      EACH PLAN FIDUCIARY (AND EACH FIDUCIARY FOR A GOVERNMENTAL OR CHURCH
PLAN SUBJECT TO SIMILAR LAW) SHOULD CONSULT WITH ITS LEGAL ADVISOR CONCERNING   
THE POTENTIAL CONSEQUENCES TO THE PLAN UNDER ERISA, THE CODE OR SUCH SIMILAR    
LAWS OF AN INVESTMENT IN ANY OF THE CERTIFICATES.                               

UNDERWRITING

Under the terms and subject to the conditions contained in the
Underwriting Agreement dated September , 2002 (the "Underwriting Agreement"),   
the Underwriters named below (the "Underwriters") have agreed with American to  
purchase from the Trustee the following respective principal amounts of the     
Class G Certificates:                                                           

                                                                [Download Table]

                                                                       FACE    
                                                                     AMOUNT OF 
                                                                      CLASS G  
UNDERWRITER                                                        CERTIFICATES
-----------                                                        ------------
                                                                               

Salomon Smith Barney Inc........................................   $           

J.P. Morgan Securities Inc......................................               

Credit Suisse First Boston Corporation..........................               

Merrill Lynch Pierce Fenner & Smith Incorporated................               

Morgan Stanley & Co. Incorporated...............................               

         Total..................................................   $           
                                                                   ------------
                                                                   ============

 The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the           
Underwriters will be obligated to purchase all of the Class G Certificates if   
any are purchased. The Underwriting Agreement provides that if an Underwriter   
defaults the purchase commitments of non-defaulting Underwriters may be         
increased or the offering of Class G Certificates may be terminated. The        
Underwriters have advised American that the Underwriters propose to offer all or
part of the Class G Certificates directly to the public at the public offering  
price set forth on the cover page of this Prospectus Supplement and to certain  
selling group members at such prices less concessions not in excess of the      
amounts set forth below. The Underwriters and selling group members may allow   
discounts not in excess of the amounts set forth below on sales to other        
broker/dealers. After the initial public offering, the public offering prices   
and concessions and discounts may be changed.                                   

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                                                                [Download Table]

PASS THROUGH                                       CONCESSION       REALLOWANCE
CERTIFICATE DESIGNATION                            TO DEALERS        CONCESSION
-----------------------                            ----------       -----------
                                                                               

2002-1G ....................................       %                 %         

       The aggregate proceeds from the sale of the Class G Certificates will
be $617,000,000. American will pay the Underwriters a commission of $ . American
estimates that its out of pocket expenses for the offering will be approximately
$ .                                                                             

The Class G Certificates are a new issue of securities with no
established trading market. American has been advised by one or more of the     
Underwriters that they presently intend to make a market in the Class G         
Certificates, as permitted by applicable laws and regulations. No Underwriter is
obligated, however, to make a market in the Class G Certificates, and any such  
market-making may be discontinued at any time, at the sole discretion of such   
Underwriter. Accordingly, no assurance can be given as to the liquidity of, or  
trading markets for, the Class G Certificates.                                  

        American has agreed to reimburse the Underwriters for certain expenses
and has agreed to indemnify the Underwriters against certain liabilities,       
including liabilities under the Securities Act, or contribute to payments which 
the Underwriters may be required to make in respect thereof.                    

    From time to time, several of the Underwriters or their affiliates
perform investment banking and advisory services for, and provide general       
financing and banking services to, American and its affiliates. Citibank, N.A., 
the initial Primary Liquidity Provider, is an affiliate of Salomon Smith Barney 
Inc. The initial Above-Cap Liquidity Provider, Credit Suisse First Boston       
International, is an affiliate of Credit Suisse First Boston Corporation. In    
addition, Phillip J. Purcell, the Chairman and Chief Executive Officer of Morgan
Stanley Dean Witter & Co., the parent of Morgan Stanley & Co. Incorporated, is a
director of American.                                                           

       It is expected that delivery of the Class G Certificates will be made
against payment therefor on or about the date specified in the second to last   
paragraph of the cover page of this Prospectus Supplement, which will be the    
business day following the date of pricing of the Class G Certificates (such    
settlement cycle being referred to as "T+ "). Under Rule 15c6-1 of the          
Commission under the Exchange Act, trades in the secondary market generally are 
required to settle in three business days, unless the parties to any such trade 
expressly agree otherwise. Accordingly, purchasers who wish to trade Class G    
Certificates on any day prior to the third business day before the date of      
initial delivery of the Class G Certificates will be required, by virtue of the 
fact that the Class G Certificates initially will settle on a delayed basis, to 
specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement and should consult their own advisor.                         

The Underwriters may engage in over-allotment, stabilizing    
transactions, syndicate covering transactions, and penalty bids in accordance   
with Regulation M under the Exchange Act.                                       

   o        Over-allotment involves syndicate sales in excess of the
            offering size, which creates a syndicate short position.

o        Stabilizing transactions permit bids to purchase the 
              underlying security so long as the stabilizing bids do not
exceed a specified maximum.                 

         o        Syndicate covering transactions involve purchases of the Class
                G Certificates in the open market after the distribution has
               been completed in order to cover syndicate short positions.

    o        Penalty bids permit the Underwriters to reclaim a selling
       concession from a syndicate member when the Class G
             Certificates originally sold by such syndicate member are
                  purchased in a stabilizing transaction or a syndicate covering
   transaction to cover syndicate short positions.

Such stabilizing transactions, syndicate covering transactions, and penalty bids
may cause the price of the Class G Certificates to be higher than it would      
otherwise be in the absence of such transactions. These transactions, if        
commenced, may be discontinued at any time.                                     

LUXEMBOURG LISTING

  Application will be made to list the Class G Certificates on the
Luxembourg Stock Exchange.                                                      

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LEGAL OPINIONS

   The validity of the Class G Certificates is being passed upon for
American by Debevoise & Plimpton, New York, New York, and for the Underwriters  
by Shearman & Sterling, New York, New York. The respective counsel for American 
and the Underwriters will rely upon Bingham McCutchen LLP, Hartford,            
Connecticut, counsel to State Street Bank and Trust Company of Connecticut,     
National Association, as to certain matters relating to the authorization,      
execution, and delivery of the Basic Agreement, each Trust Supplement and the   
Certificates, and the valid and binding effect thereof, and on the opinion of   
Anne H. McNamara, Esq., Senior Vice President and General Counsel of American,  
as to certain matters relating to the authorization, execution, and delivery of 
the Basic Agreement and each Trust Supplement by American.                      

 EXPERTS

        Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedules of AMR and American included in AMR's and    
American's Annual Reports on Form 10-K for the year ended December 31, 2001, as 
set forth in their reports, which are incorporated by reference in the          
Prospectus accompanying this Prospectus Supplement. Such consolidated financial 
statements and schedules are incorporated therein by reference in reliance on   
Ernst & Young LLP's reports, given upon their authority as experts in accounting
and auditing.                                                                   

      The references to AISI, AvSolutions, and MBA and to their respective
appraisal reports, are included herein in reliance upon the authority of each   
such firm as an expert with respect to the matters contained in its appraisal   
report.                                                                         

        The consolidated balance sheets of MBIA Inc. and subsidiaries and MBIA
Insurance Corporation and subsidiaries as of December 31, 2001 and December 31, 
2000 and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the three years in the period ended December 
31, 2001, incorporated by reference in this Prospectus Supplement, have been    
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,    
independent accountants, given on the authority of that firm as experts in      
accounting and auditing.                                                        

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APPENDIX I

INDEX OF TERMS

The following is an index showing the page in this Prospectus 
Supplement where certain defined terms appear.                                  

                                                                [Download Table]

                                                                        PAGE 
                                                                             

Above-Cap Account........................................................S-47
Above-Cap Liquidity Facility.............................................S-46
Above-Cap Liquidity Provider.............................................S-48
Above-Cap Payment........................................................S-46
Above-Cap Reserve Account................................................S-47
Above-Cap Reserve Amount.................................................S-47
Act......................................................................S-19
Adjusted Expected Distributions..........................................S-57
Aggregate LTV Collateral Amount..........................................S-58
Aircraft.................................................................S-59
AISI.....................................................................S-59
American..................................................................S-5
Applicable Date..........................................................S-63
Appraised Current Market Value...........................................S-58
Appraisers...............................................................S-59
Assumed Aircraft Value...................................................S-65
Average Life Date........................................................S-64
Avoidance Drawing........................................................S-29
AvSolutions..............................................................S-59
Bankruptcy Code..........................................................S-35
Base Rate................................................................S-45
Basic Agreement..........................................................S-27
Break Amount.............................................................S-63
Business Day.............................................................S-30
Capped Interest Rate.....................................................S-42
Capped LIBOR.............................................................S-46
Cede.....................................................................S-40
Certificate Account......................................................S-29
Certificate Owner........................................................S-40
Certificateholders.......................................................S-27
Certificates.............................................................S-27
Class C Certificateholders...............................................S-27
Class C Certificates.....................................................S-27
Class C Trust............................................................S-27
Class C Trustee..........................................................S-27
Class D Certificateholders...............................................S-27
Class D Certificates.....................................................S-27
Class D Trust............................................................S-27
Class D Trustee..........................................................S-27
Class E Certificates.....................................................S-38
Class E Trust............................................................S-38
Class E Trustee..........................................................S-38
Class Exemptions.........................................................S-76
Class G Certificateholders...............................................S-27
Class G Certificates.....................................................S-27
Class G Trust............................................................S-27
Class G Trustee..........................................................S-27
Code.....................................................................S-75
Commission...............................................................S-26
Company...................................................................S-5
Controlling Party........................................................S-52
Current Distribution Date................................................S-55
date of determination....................................................S-64
Defaulted Series G Equipment Note........................................S-13
Depreciation Assumption..................................................S-65
Disposition..............................................................S-13
disqualified persons.....................................................S-75
Distribution Date........................................................S-29
Downgrade Drawing........................................................S-43
Drawing..................................................................S-44
DTC......................................................................S-40
DTC Participants.........................................................S-40
Election Distribution Date...............................................S-49
Equipment................................................................S-67
Equipment Notes..........................................................S-61
ERISA....................................................................S-75
ERISA Plans..............................................................S-75
Event of Loss............................................................S-71
Excess Reimbursement Obligations.........................................S-54
Exchange Act..............................................................S-4
Expected Distributions...................................................S-55
FAA......................................................................S-19
Final Distributions......................................................S-53
Final Drawing............................................................S-44
Final Legal Distribution Date............................................S-29
financial institution....................................................S-73
full defeasance..........................................................S-65
GAAP.....................................................................S-25
H.15(519)................................................................S-64
Indenture................................................................S-61
Indenture Events of Default..............................................S-65
Indirect Participants....................................................S-40
Initial Interest Period..................................................S-28
Intercreditor Agreement..................................................S-51
Interest Drawings........................................................S-41
Interest Period..........................................................S-62
Issuance Date............................................................S-28
LIBOR....................................................................S-62
Liquidity Expenses.......................................................S-55
Liquidity Facilities.....................................................S-41
Liquidity Facility LIBOR.................................................S-45
Liquidity Obligations....................................................S-55
Liquidity Providers......................................................S-48
Loan Amount..............................................................S-70

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                                                                [Download Table]
                                                                             
Loan Trustee.............................................................S-61
London Banking Days......................................................S-62
LTV Appraisal............................................................S-58
LTV Collateral Amount....................................................S-58
LTV Ratio................................................................S-58
LTVs......................................................................S-7
Luxembourg Paying Agent..................................................S-40
Make-Whole Amount........................................................S-63
Maximum Available Commitment.............................................S-41
MBA......................................................................S-59
MBIA.....................................................................S-24
Minimum Sale Price.......................................................S-53
Moody's..................................................................S-23
most recent H.15(519)....................................................S-64
No Proceeds Drawing......................................................S-29
Non-Extension Drawing....................................................S-44
Non-Performing Equipment Notes ..........................................S-57
Non-U.S. Certificateholder...............................................S-73
Note Holder..............................................................S-33
Order....................................................................S-51
Parent Company...........................................................S-24
Participation Agreement..................................................S-61
parties in interest......................................................S-75
Pass Through Trust Agreements............................................S-27
Performing Equipment Note................................................S-42
Permitted Investments....................................................S-33
Plan Asset Regulation....................................................S-75
Plans....................................................................S-75
Policy...................................................................S-48
Policy Account...........................................................S-50
Policy Business Day......................................................S-51
Policy Drawing...........................................................S-55
Policy Expenses..........................................................S-55
Policy Fee Letter........................................................S-51
Policy Provider..........................................................S-24
Policy Provider Agreement................................................S-51
Policy Provider Default..................................................S-53
Policy Provider Election.................................................S-49
Policy Provider Obligations..............................................S-55
Pool Balance.............................................................S-30
Pool Factor..............................................................S-30
Preference Amount........................................................S-51
Prepayment Premium.......................................................S-64
Primary Cash Collateral Account..........................................S-43
Primary Liquidity Event of Default.......................................S-45
Primary Liquidity Facility...............................................S-41
Primary Liquidity Provider...............................................S-41
Prior Funds..............................................................S-48
Prospectus................................................................S-4
Prospectus Supplement.....................................................S-4
PTC Event of Default.....................................................S-34
PTCE.....................................................................S-76
Rating Agencies..........................................................S-23
Reference Agency Agreement...............................................S-62
Reference Agent..........................................................S-62
Reference Date...........................................................S-62
Refunding................................................................S-38
Regular Distribution Dates...............................................S-29
Remaining Weighted Average Life..........................................S-64
Replacement Above-Cap Liquidity Facility.................................S-47
Replacement Primary Facility.............................................S-43
Required Amount..........................................................S-41
SAP......................................................................S-26
Scheduled Payments.......................................................S-29
Section 1110.............................................................S-67
Section 1110 Period......................................................S-42
Securities Act............................................................S-4
Series...................................................................S-61
Series C Equipment Notes.................................................S-61
Series D Equipment Notes.................................................S-61
Series E Equipment Notes.................................................S-61
Series G Equipment Notes.................................................S-61
Similar Law..............................................................S-75
Special Distribution Date................................................S-29
Special Payment..........................................................S-29
Special Payments Account.................................................S-29
Standard & Poor's........................................................S-23
Stated Interest Rates....................................................S-41
Subordination Agent......................................................S-51
Termination Notice.......................................................S-45
Threshold Rating.........................................................S-43
Transportation Code......................................................S-35
Treasury Yield...........................................................S-64
Triggering Event.........................................................S-53
Trust Indenture Act......................................................S-36
Trust Property...........................................................S-27
Trust Supplement.........................................................S-27
Trustees.................................................................S-27
Trusts...................................................................S-27
TWA.......................................................................S-4
U.S. Government Obligations..............................................S-65
U.S. Persons.............................................................S-72
Underwriters.............................................................S-76
Underwriting Agreement...................................................S-76

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 APPENDIX II

 APPRAISAL LETTERS

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[AIRCRAFT INFORMATION SERVICES, INC. LETTERHEAD]

13 September 2002                                                               

Ms. Leslie M. Benners                                                           
Managing Director - Corporate Finance and Banking                               
American Airlines                                                               
4333 Amon Carter Boulevard                                                      
Mail Drop 5662                                                                  
Fort Worth, TX 76155                                                            

Subject:        AISI Report: A2S047BVO, Sight Unseen Base Value Appraisal       
        Eight B757-223, Two B757-223ER, Six B767-323ER and Three
B777-223ER Aircraft.                            

Reference:      (a) Salomon Smith Barney E-mails, 08 Jul, 28 Aug, 09 Sep &      
11 Sep 2002                                     

Dear Ms. Benners:                                                               

Aircraft Information Services, Inc. (AISI) is pleased to offer American Airlines
our opinion of the sight unseen half life base value of eight B757-223, two     
B757-223ER, six B767-323ER and three B777-223ER aircraft as listed and defined  
in the above reference (a) message and in Table I of this report.               

1. METHODOLOGY AND DEFINITIONS                                                  

The standard terms of reference for commercial aircraft value are 'base value'  
and `current market value' of an 'average' aircraft. Base value is a theoretical
value that assumes a hypothetical balanced market while current market value is 
the value in the real market; both assume a hypothetical average aircraft       
condition. All other values are derived from these values. AISI value           
definitions are consistent with the current definitions of the International    
Society of Transport Aircraft Trading (ISTAT), those of 01 January 1994. AISI is
a member of that organization and employs an ISTAT Certified and Senior         
Certified Appraiser.                                                            

AISI defines a 'base value' as that of a transaction between an equally willing 
and informed buyer and seller, neither under compulsion to buy or sell, for a   
single unit cash transaction with no hidden value or liability, with supply and 
demand of the sale item roughly in balance and with no event which would cause a
short term change in the market.                                                

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13 September 2002                                                               
AISI File No. A2S047BVO                                                         
Page - 2 -                                                                      

Base values are typically given for aircraft in 'new' condition, 'average       
half-life' condition, or 'adjusted' for an aircraft in a specifically described 
condition at a specific time. An 'average' aircraft is an operable airworthy    
aircraft in average physical condition and with average accumulated flight hours
and cycles, with clear title and standard unrestricted certificate of           
airworthiness, and registered in an authority which does not represent a penalty
to aircraft value or liquidity, with no damage history and with inventory       
configuration and level of modification which is normal for its intended use and
age. AISI assumes average condition unless otherwise specified in this report.  
AISI also assumes that airframe, engine and component maintenance and essential 
records are sufficient to permit normal commercial operation under a strict     
airworthiness authority.                                                        

'Half-life' condition assumes that every component or maintenance service which 
has a prescribed interval that determines its service life, overhaul interval or
interval between maintenance services, is at a condition which is one-half of   
the total interval.                                                             

An 'adjusted' appraisal reflects an adjustment from half life condition for the 
actual condition, utilization, life remaining or time remaining of an airframe, 
engine or component.                                                            

It should be noted that AISI and ISTAT value definitions apply to a transaction 
involving a single aircraft, and that transactions involving more than one      
aircraft are often executed at considerable and highly variable discounts to a  
single aircraft price, for a variety of reasons relating to an individual buyer 
or seller.                                                                      

AISI defines a 'current market value', which is synonymous with the older term  
`fair market value' as that value which reflects the real market conditions     
including short term events, whether at, above or below the base value          
conditions. Assumption of a single unit sale and definitions of aircraft        
condition, buyer/seller qualifications and type of transaction remain unchanged 
from that of base value. Current market value takes into consideration the      
status of the economy in which the aircraft is used, the status of supply and   
demand for the particular aircraft type, the value of recent transactions and   
the opinions of informed buyers and sellers. Current market value assumes that  
there is no short term time constraint to buy or sell.                          

AISI encourages the use of base values to consider historical trends, to        
establish a consistent baseline for long term value comparisons and future value
considerations, or to consider how actual market values vary from theoretical   
base values. Base values are less volatile than current market values and tend  
to diminish regularly with time. Base values are normally inappropriate to      
determine near term values. AISI encourages the use of current market values to 
consider the probable near term value of an aircraft.                           

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13 September 2002                                                               
AISI File No. A2S047BVO                                                         
Page - 3 -                                                                      

If more than one aircraft is contained in this report than it should be noted   
that the values given are not directly additive, that is, the total of the given
values is not the value of the fleet but rather the sum of the values of the    
individual aircraft if sold individually over time so as not to exceed demand.  

2. VALUATION                                                                    

Following is AISI's opinion of the half life base value for the subject aircraft
in September 2002 US dollars.                                                   

Valuations are presented in Table I subject to the assumptions, definitions and 
disclaimers herein and are predicated upon the reference (a) data which         
describes the aircraft MTOW, engines installed, and any item or capability which
would have a significant effect on value.                                       

The terrorist actions that occurred in the United States on 11 September 2001   
have had a significant negative effect on current market values of all          
commercial aircraft as demand for air travel has declined sharply. The amount of
decline varies considerably with new aircraft affected the least and older      
aircraft affected the most. The present used aircraft market is considered to be
a distressed market and is very tenuous, with very few transactions upon which  
to base value opinions. The best value indicators available at present are lease
rates and numbers of stored aircraft. Base value opinions have also declined but
only where irreversible market changes have occurred with regard to specific    
aircraft types in the judgment of AISI. Typically an irreversible market change 
occurs when it is believed that the decline in current market value is          
permanent, thus causing a corresponding but usually smaller decline in base     
value.                                                                          

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 TABLE I

                                                                [Download Table]


                                             Aircraft                            
Manufacturer's          Aircraft Serial    Registration      Half Life Base Value
Delivery Date              Number             Number           Sep 2002 US Dollar

                 BOEING 757-223; RB211-535E4B, 250,000 LB. Mtow                  

                                                                                 
Jun-95                     27055              N604AA             42,700,000      
Jun-95                     27056              N605AA             42,700,000      
Apr-96                     27057              N606AA             44,470,000      
Jan-99                     29590              N680AN             49,760,000      
Jan-02                     32395              N176AA             55,950,000      
Jan-02                     32396              N177AN             55,950,000      
Mar-02                     32399              N173AN             55,950,000      
Apr-02                     32400              N172AJ             55,950,000      

                BOEING 757-223ER; RB211-535E4B, 250,000 LB. Mtow                 

Jul-96                     27446              N608AA             45,220,000      
Jul-96                     27447              N609AA             45,220,000      

                 BOEING 767-323ER; CF6-80C2B6, 408,000LB. Mtow                   

Jan-95                     27449              N389AA             64,030,000      
Feb-95                     27450              N390AA             64,030,000      
Feb-95                     27451              N391AA             64,030,000      
Apr-98                     29429              N392AN             73,510,000      
May-98                     29430              N393AN             73,510,000      
Jul-98                     29432              N395AN             73,510,000      

             BOEING 777-223ER; RB211-TRENT 892-17, 648,000 LB. Mtow              

Apr-00                     30005              N785AN             118,680,000     
Apr-00                     30250              N786AN             118,680,000     
Dec-00                     30257              N795AN             118,680,000     

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13 September 2002                                                               
AISI File No. A2S047BVO                                                         
Page - 5 -                                                                      

Unless otherwise agreed by Aircraft Information Services, Inc. (AISI) in        
writing, this report shall be for the sole use of the client/addressee. This    
report is offered as a fair and unbiased assessment of the subject aircraft.    
AISI has no past, present, or anticipated future interest in the subject        
aircraft. The conclusions and opinions expressed in this report are based on    
published information, information provided by others, reasonable               
interpretations and calculations thereof and are given in good faith. Such      
conclusions and opinions are judgments that reflect conditions and values which 
are current at the time of this report. The values and conditions reported upon 
are subject to any subsequent change. AISI shall not be liable to any party for 
damages arising out of reliance or alleged reliance on this report, or for any  
party's action or failure to act as a result of reliance or alleged reliance on 
this report.                                                                    

Sincerely,                                                                      

AIRCRAFT INFORMATION SERVICES, INC.                                             

/s/ JOHN D. MCNICOL                                                             
John D. McNicol                                                                 
Vice President                                                                  
Appraisals & Forecasts                                                          

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                                                              [AvSOLUTIONS LOGO]
--------------------------------------------------------------------------------

                                                                 August 28, 2002

Ms. Leslie Benners                                                              
Managing Director - Corporate Finance and Banking                               
American Airlines                                                               
4333 Amon Carter Boulevard                                                      
Mail Drop 5662                                                                  
Fort Worth, TX 76155                                                            

Dear Ms. Benners:                                                               

        AvSOLUTIONS is pleased to provide its opinion on the base values as of
August 2002 of eight Boeing 757-223 aircraft, two Boeing 757-223ER aircraft, six
Boeing 767-323ER, and three Boeing 777-223ER aircraft (collectively, the        
"Aircraft"). A list of the nineteen (19) aircraft, along with their             
registrations, delivery dates and engine types, is provided as Attachment 1 of  
this document.                                                                  

     Set forth below is a summary of the methodology, considerations and
assumptions utilized in this appraisal.                                         

BASE VALUE                                                                      

        Base value is the appraiser's opinion of the underlying economic value
of an aircraft in an open, unrestricted, stable market environment with a       
reasonable balance of supply and demand, and assumes full consideration of its  
"highest and best use". An aircraft's base value is founded in the historical   
trend of values and in the projection of future value trends and presumes an    
arm's length, cash transaction between willing, able and knowledge parties      
acting prudently, with an absence of duress and with a reasonable period of time
available for marketing.                                                        

APPRAISAL METHODOLOGY                                                           

         The method employed by AvSOLUTIONS to appraise the base values and fair
market values of aircraft and associated equipment addresses the factors that   
influence the market value of an aircraft, such as its age, condition,          
configuration, the population of similar aircraft, similar aircraft on the      
market, operating costs, cost to acquire a new aircraft, and the state of demand
for transportation services.                                                    

       To achieve this objective, cross-sectional data concerning the values
of aircraft in each of several general categories is collected and analyzed.    
Cross-sectional data is then compared with reported market values at a specified
point in time. Such data reflects the effect of deterioration in aircraft       
performance due to usage and exposure to the elements, as well as the effect of 
obsolescence due to the evolutionary development and implementation of new      
designs and materials.                                                          

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     The product of the analysis identifies the relationship between the
value of each aircraft and its characteristics, such as age, model designation, 
service configuration and engine type. Once the relationship is identified, one 
can then postulate the effects of the difference between the economic           
circumstances at the time when the cross-sectional data were collected and the  
current situation. Therefore, if one can determine the current value of an      
aircraft in one category, it is possible to estimate the current values of all  
aircraft in that category.                                                      

 The manufacturer and size of the aircraft usually determine the
specific category to which it is assigned. Segregating the world airplane fleet 
in this manner accommodates the potential effects of different size and         
different design philosophies.                                                  

  The variability of the data used by AvSOLUTIONS to determine the
current market values implies that the actual value realized will fall within a 
range of values. Therefore, if a contemplated value falls within the specified  
confidence range, AvSOLUTIONS cannot reject the hypothesis that it is a         
reasonable representation of the current market situation.                      

LIMITING CONDITIONS AND ASSUMPTIONS                                             

         In order to conduct this valuation, AvSOLUTIONS is primarily relying on
information supplied by American Airlines and from data within AvSOLUTIONS' own 
database. In determining the base value of the Aircraft, the following          
assumptions have been researched and determined:                                

1. AvSOLUTIONS has not inspected these Aircraft or their maintenance records;   
accordingly, AvSOLUTIONS cannot attest to their specific location or condition. 

2. The Aircraft have already been delivered to American Airlines.               

3. The Aircraft will be certified, maintained and operated under United States  
Federal Aviation Regulation (FAR) Part 121.                                     

4. All mandatory inspections and Airworthiness Directives have been complied    
with.                                                                           

5. The Aircraft have no damage history.                                         

6. The Aircraft are in good condition.                                          

7. AvSOLUTIONS considers the economic useful life of these aircraft to be at    
least 32 years.                                                                 

Based upon the above methodology, considerations and assumptions, it is         
AvSOLUTIONS' opinion that the base values of each Aircraft are as listed in     
Attachment 1.                                                                   

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                                                              [AvSOLUTIONS LOGO]
--------------------------------------------------------------------------------

STATEMENT OF INDEPENDENCE                                                       

This appraisal report represents the opinion of AvSOLUTIONS, Inc. and is        
intended to be advisory in nature. Therefore, AvSOLUTIONS assumes no            
responsibility or legal liability for actions taken or not taken by the American
Airlines ("Client") or any other party with regard to the Aircraft. By accepting
this report, the Client agrees that AvSOLUTIONS shall bear no responsibility or 
legal liability regarding this report. Further, this report is prepared for the 
exclusive use of the Client and shall not be provided to other parties without  
AvSOLUTIONS' express consent. AvSOLUTIONS hereby states that this valuation     
report has been independently prepared and fairly represents the Aircraft and   
AvSOLUTIONS' opinion of their values. AvSOLUTIONS further states that it has no 
present or contemplated future interest or association with the Aircraft.       

Signed,                                                                         

/s/ SCOTT E. DANIELS                                                            
Scott E. Daniels                                                                
Director, Asset Management                                                      

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ATTACHMENT 1

 AMERICAN AIRLINES

                                                                [Download Table]


                       Original/                                          
                        Scheduled       Engine         MTOW     Base Value
    Registration        Delivery         Type          (lb)     $ millions
    ------------       ----------    ------------     -------   ----------

                                                                          
BOEING 757-223ER                                                          

1         N608AA       16-Jul-96     RB211-535E4B     250,000     44.32   
2         N609AA       29-Jul-96     RB211-535E4B     250,000     44.32   

BOEING 757-223                                                            

3         N604AA       12-Jun-95     RB211-535E4B     250,000     39.44   
4         N605AA       28-Jun-95     RB211-535E4B     250,000     39.44   
5         N606AA       11-Apr-96     RB211-535E4B     250,000     40.94   
6         N680AN       28-Jan-99     RB211-535E4B     250,000     46.56   
7         N176AA       11-Jan-02     RB211-535E4B     250,000     53.25   
8         N177AN       18-Jan-02     RB211-535E4B     250,000     53.25   
9         N173AN       21-Mar-02     RB211-535E4B     250,000     53.69   
10        N172AJ       30-Apr-02     RB211-535E4B     250,000     53.91   

767-323ER                                                                 

11        N389AA       18-Jan-95     CF6-80C2B6       408,000     57.41   
12        N390AA       1-Feb-95      CF6-80C2B6       408,000     57.70   
13        N391AA       16-Feb-95     CF6-80C2B6       408,000     57.70   
14        N392AN       30-Apr-98     CF6-80C2B6       408,000     69.74   
15        N393AN       18-May-98     CF6-80C2B6       408,000     70.09   
16        N395AN       10-Jul-98     CF6-80C2B6       408,000     70.79   

777-223ER                                                                 

17        N785AN       12-Apr-00     Trent 892        648,000     122.19  
18        N786AN       21-Apr-00     Trent 892        648,000     122.19  
19        N795AN       16-Dec-00     Trent 892        648,000     126.72  


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 [MORTEN BEYER & AGNEW LETTERHEAD]

--------------------------------

AVIATION CONSULTING FIRM  

 Current Base Value of 19 Various Aircraft
(AA 2002-1) 

 PREPARED FOR:

 American Airlines

SEPTEMBER 13, 2002

Washington, D.C.                Europe                     Pacific Rim

  2107 Wilson Blvd.          12/14 Rond Point des         3-16-16 Higashiooi
Champs Elysees
    Suite 750                                               Shinagawa-ku
   Paris 75008
Arlington, Virginia 22201                                      Tokyo 140-0011   
  France
United States                                                Japan  
  Phone + 33 1 5353-1664
   Phone + 703 276 3200                                   Phone + 81 3 3763 6845
  Fax + 33 1 5353-1400
Fax + 703 276 3201                                                        

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I. INTRODUCTION AND EXECUTIVE SUMMARY                                           

MORTEN BEYER & AGNEW (MBA) has been retained by American Airlines (the "Client")
to determine the Current Base Value of 19 various aircraft as identified in     
Section III of this report.                                                     

In performing this valuation, MB A did not independently inspect the aircraft or
the associated records and documentation associated with these aircraft. MBA    
utilized the technical data of the aircraft provided by the Client, but at      
Client's request did not independently verify the accuracy of the technical and 
specification data so provided.                                                 

Section II of this report presents definitions of various terms, such as Current
Base Value and Current Market Value as promulgated by the Appraisal Program of  
the International Society of Transport Aircraft Trading (ISTAT). ISTAT is a     
non-profit association of management personnel from banks, leasing companies,   
airlines, manufacturers, brokers, and others who have a vested interest in the  
commercial aviation industry and who have established a technical and ethical   
certification program for expert appraisers.                                    

Based on the information set forth in this report, it is our opinion as of      
September 12, 2002, that the aggregate Current Base Value of the aircraft in    
this portfolio is $1,193,410,000 with the respective value adjustments noted in 
Section V of this report..AMERICAN AIRLINES                                     

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II. DEFINITIONS                                                                 

CURRENT MARKET VALUE                                                            

ISTAT defines Current Market Value (CMV) as the appraiser's opinion of the most 
likely trading price that may be generated for an asset under market            
circumstances that are perceived to exist at the time in question. Current      
Market Value assumes that the asset is valued for its highest, best use, and the
parties to the hypothetical sale transaction are willing, able, prudent and     
knowledgeable and under no unusual pressure for a prompt transaction. It also   
assumes that the transaction would be negotiated in an open and unrestricted    
market on an arm's-length basis, for cash or equivalent consideration, and given
an adequate amount of time for effective exposure to prospective buyers.        

Market Value of a specific asset will tend to be consistent with its Base Value 
in a stable market environment. In situations where a reasonable equilibrium    
between supply and demand does not exist, trading prices, and therefore Market  
Values, are likely to be at variance with the Base Value of the asset. Market   
Value may be based upon either the actual (or specified) physical condition or  
maintenance time or condition status of the asset, or alternatively upon an     
assumed average physical condition and mid-life, mid-time maintenance status.   

BASE VALUE                                                                      

The ISTAT definition of Base Value (BV) has, essentially, the same elements of  
Market Value except that the market circumstances are assumed to be in a        
reasonable state of equilibrium. Thus, BV pertains to an idealized aircraft and 
market combination, but will not necessarily reflect the actual CMV of the      
aircraft in question at any point in time. BV is founded in the historical trend
of values and value in use, and is generally used to analyze historical values  
or to project future values.                                                    

ISTAT defines Base Value as the Appraiser's opinion of the underlying economic  
value of an aircraft, engine, or inventory of aircraft parts/equipment          
(hereinafter referred to as "the asset"), in an open, unrestricted, stable      
market environment with a reasonable balance of supply and demand. Full         
consideration is assumed of its "highest and best use". An asset's Base Value is
founded in the historical trend of values and in the                            

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 2 of 11

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projection of value trends and presumes an arm's-length, cash transaction       
between willing, able, and knowledgeable parties, acting prudently, with an     
absence of duress and with a reasonable period of time available for marketing. 
In most cases, the Base Value of an asset assumes the physical condition is     
average for an asset of its type and age. It further assumes the maintenance    
time/life status is at mid-time, mid-life (or benefiting from an above-average  
maintenance status if its is new or nearly new, as the case may be). Since Base 
Value pertains to a somewhat idealized asset and market combination it may not  
necessarily reflect the actual current value of the asset in question, but is a 
nominal starting value to which adjustments may be applied to determine an      
actual value. Because it is related to long-term market trends, the Base Value  
definition is commonly applied to analyses of historical values and projections 
of residual values.                                                             

It must be recognized that subsequent to September 11, 2001, there has been no  
defined resale market for large transport aircraft such as those covered in this
appraisal, and that few bona-fide used transactions have taken place. Airlines  
have been faced by serious reductions in traffic levels, and have permanently or
temporarily retired older aircraft in large numbers. At the same time previously
ordered new aircraft have continued to be delivered, increasing the negative    
pressure on the used market. Such used transactions, which have taken place, are
largely in the form of leases, often at significantly reduced rates. Airlines   
are currently seeking to reduce established lease rates to conserve cash.       

Due to the cyclical nature of the airline business, we believe that these       
conditions are temporary as related to newer aircraft such as the ones covered  
in this valuation, and prices will return to Base Values as set forth herein,   
but for the immediate future these values must be considered theoretical in     
nature.                                                                         

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 3 of 11

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III. AIRCRAFT SPECIFICATIONS                                                    

[GRAPHIC]               Boeing 757-223/ER                                       
N608AA                  SEATING:            22F/154Y                            
ENGINES:            RB211-535E4B
MGTOW (lbs):        250,000     

[GRAPHIC]               Boeing 767-323ER                                        
N390AA                  SEATING:            10F/24B/156Y                        
ENGINES:            CF6-80C2B6  
MGTOW (lbs):        408,000     

[GRAPHIC]               Boeing 777-223ER                                        
N786AN                  SEATING:            18F/42B/163Y - Pacific              
                               16F/35B/194Y - Atlantic
Engines:            TRENT 892   
MGTOW (lbs):        648,000     

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 4 of 11

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IV. CURRENT MARKET CONDITIONS                                                   

[GRAPHIC]               Boeing 757-200/ER                                       
N176AJ                                                                          

HISTORY & DEVELOPMENT                                                           

The twin engine 757-200 was introduced in 1978, and first delivered in 1982 as  
the successor to the 727-200. Known as one of the most efficient aircraft in    
operation the 757-200 has evolved since its initial first deliveries. With an   
increased gross-weight allowing for greater capacity and range, operators found 
the 757-200 suitable for the thin long-haul routes. The later model 757-200 is  
certified for ETOPS that also allows it to cross the Atlantic on a direct       
routing. The 757-200 has also been delivered as a PF (Package Freighter) to UPS.
Both PW and Rolls-Royce powerplants are offered for the 757-200.                

MARKET DEVELOPMENT                                                              

The 757-200, while economically superior to most other aircraft on the market,  
has found itself in an interesting market. Many airlines have either decreased  
their aircraft size with larger Next Generation 737s or the A321, or they have  
increased their aircraft size to smaller widebodies like the 767, or A330-      
leaving out the 757-200 completely. The order book for the 757-200 continues to 
decrease as shown by the current backlog. The market has been soft for sometime 
with a continuing increase of 757s available on the market. Values for older    
aircraft are expected to soften even more, and may remain that way for sometime,
as US Airways plans to release over 30 aircraft from its fleet by the last      
quarter of this year. Boeing has developed a cargo conversion program to meet   
the needs of those carriers that will eventually start to retire 727 freighters.
As used acquisition costs continue to soften it is likely that the 757-cargo    
conversion market will                                                          

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 5 of 11

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look more favorable to those who could not previously afford it. Current List   
prices for the 757-200 remain between $73.5-80.5 million. Actual new delivered  
prices are some 25% less.                                                       

MARKET OUTLOOK                                                                  

The backlog of the Boeing 757-200 has shrunk to 4 aircraft, partially replaced  
by the 30 757-300s on order, indicating an overall shrinkage in demand for the  
model. No new orders have been recorded for 2002, and none are likely for the   
foreseeable future. Boeing may eventually rationalize its fleets of aircraft as 
demand continues to decrease. Values for older used aircraft will be depressed  
for sometime to come.                                                           

[GRAPHIC]               BOEING 767-300ER.                                       
N389AA                                                                          

HISTORY & DEVELOPMENT                                                           

The 767-300ER was introduced shortly after the 767-300 and has an extended range
providing for greater mission capability. The 767-300ER is by far the most      
successful variant of the 767 family. The 767-300ER has been the staple for many
transatlantic operations, especially for American, Delta and United. The -300ER 
has by far the best operating economics of the 767 family due to its increased  
range and seating capacity.                                                     

MARKET DEVELOPMENT                                                              

While the 767-300ER continues to remain popular, the newer technology A330      
family continues to compete with it at every corner. The 767-300ER will continue
to serve a                                                                      

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 6 of 11

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significant sector, but the market will not be as strong as it once was. Cargo  
applications for this aircraft are ultimately likely, although at this time are 
still too expensive except for the likes of FedEx and UPS.                      

MARKET OUTLOOK                                                                  

Few Boeing 767-300s have been offered for sale, with most of the activity       
consisting in changes of lessees in the fleets of mega-lessor ILFC. It is       
expected that it will be another ten years before there are retirements of      
consequence by the world's major airlines.                                      

Boeing 777-200ER

[GRAPHIC] 

HISTORY & DEVELOPMENT                                                           

The very large 777-200ER is the extended range version of the 777-200, or -200A.
With an increased range and gross-weight, this aircraft is the staple of the    
transatlantic crossing for many operators who used to operate the DC10s and     
747s. Because it is still limited by ETOPS operations, this aircraft does not   
serve the Pacific routes as easily, but that has not stopped large Asian        
carriers from ordering it. The new technology and operating economics of the 777
have made it one of the most popular aircraft of all times.                     

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 7 of 11

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MARKET DEVELOPMENT                                                              

The 777-200ER market is quite strong, and will remain so for a time to come. As 
airlines restructure themselves in this time of recession, the 777 will become a
staple of many fleets - offering both the necessary operating economics and the 
flexibility to handle many different types of routes. The 777 has become a      
replacement for the larger, less efficient, Boeing 747-200s, along with the     
older DC10-30s and in many cases the MD-11. It does still, however, compete     
head-to-head in, varying degrees, with the Airbus A330/A340 Family on range and 
capacity. The current backlog for the 777-200ER currently stands at 126         
aircraft.                                                                       

MARKET OUTLOOK                                                                  

The Boeing 777-200 is clearly Boeing's leading widebody versus Airbus, and will 
remain so through this decade. The aircraft is larger, heavier and can be more  
expensive to operate than the Airbus A330 with the same seating capacity. The   
777-200ER will be one of the major fleets as airlines restructure and           
rationalize their longhaul fleets.                                              

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 8 of 11

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V. VALUATION                                                                    

In developing the Current Base Value of these aircraft, MBA did not inspect the 
aircraft or the historical maintenance documentation, but relied on partial     
information supplied by the Client and not independently verified by MBA.       
Therefore, we used certain assumptions that are generally accepted industry     
practice to calculate the value of aircraft when more detailed information is   
not available. The principal assumptions for the aircraft are as follows, for   
each aircraft:                                                                  

1.   The aircraft is in good overall condition.             

       2.   The overhaul status of the airframe, engines, landing gear and
             other major components are the equivalent of mid-time/mid-life,
unless otherwise stated.                          

        3.   The historical maintenance documentation has been maintained to
acceptable international standards.               

        4.   The specifications of the aircraft are those most common for an
aircraft of its type and vintage.                 

5.   The aircraft is in a standard airline configuration.   

       6.   The aircraft is current as to all Airworthiness Directives and
Service Bulletins.                                

         7.   Its modification status is comparable to that most common for an
aircraft of its type and vintage.                 

8.   Its utilization is comparable to industry averages.    

9.   There is no history of accident or incident damage.    

         10.   No accounting is made for lease revenues, obligations or terms of
ownership unless otherwise specified.             

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                    Page 9 of 11

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AMERICAN AIRLINES 2002-1                                                        
--------------------------------------------------------------------------------

                                                                [Download Table]

               REGISTRATION  DELIVERY                              MBA CURRENT
AIRCRAFT TYPE      NUMBER      DATE       MTOW        ENGINES       BASE VALUE
-------------  ------------  --------   -------   ---------------  -----------
                                                                              

   B757-223       N604AA      Jun-95    250,000     RB211-535E4B       34.91  
   B757-223       N605AA      Jun-95    250,000     RB211-535E4B       34.91  
   B757-223       N606AA      Apr-96    250,000     RB211-535E4B       36.87  
   B757-223       N680AN      Jan-99    250,000     RB211-535E4B       44.15  
   B757-223       N176AA      Jan-02    250,000     RB211-535E4B       53.73  
   B757-223       N177AN      Jan-02    250,000     RB211-535E4B       53.73  
   B757-223       N173AN      Mar-02    250,000     RB211-535E4B       53.95  
   B757-223       N172AJ      Apr-02    250,000     RB211-535E4B       54.06  
  B757-223 ER     N608AA      Jul-96    250,000     RB211-535E4B       37.48  
  B757-223 ER     N609AA      Jul-96    250,000     RB211-535E4B       37.48  

  B767-323 ER     N389AA      Jan-95    408,000      CF6-80C2B6        60.41  
  B767-323 ER     N390AA      Feb-95    408,000      CF6-80C2B6        60.68  
  B767-323 ER     N391AA      Feb-95    408,000      CF6-80C2B6        60.68  
  B767-323 ER     N392AN      Apr-98    408,000      CF6-80C2B6        71.53  
  B767-323 ER     N393AN      May-98    408,000      CF6-80C2B6        71.84  
  B767-323 ER     N395AN      Jul-98    408,000      CF6-80C2B6        72.47  

  B777-223 ER     N785AN      Apr-00    648,000   RB211-Trent 892     116.87  
  B777-223 ER     N786AN      Apr-00    648,000   RB211-Trent 892     116.87  
  B777-223 ER     N795AN      Dec-00    648,000   RB211-Trent 892     120.79  
                                                                   ---------  
                                                      TOTAL        $1,193.41  
                                                                   =========  

*Values in ($000,000)                                                           

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                   Page 10 of 11

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VI. COVENANTS                                                                   

This report has been prepared for the exclusive use of American Airlines and    
shall not be provided to other parties by MBA without the express consent of    
American Airlines. MBA certifies that this report has been independently        
prepared and that it fully and accurately reflects MBA's opinion as to the      
Current Base Value. MBA further certifies that it does not have, and does not   
expect to have, any financial or other interest in the subject or similar       
aircraft.                                                                       

This report represents the opinion of MBA as to the Current Base Value of the   
subject aircraft and is intended to be advisory only, in nature. Therefore, MBA 
assumes no responsibility or legal liability for any actions taken, or not      
taken, by American Airlines or any other party with regard to the subject       
aircraft. By accepting this report, all parties agree that MBA shall bear no    
such responsibility or legal liability.                                         

This report has been prepared by:                                               

                                      /s/ BRYSON P. MONTELEONE

                                  BRYSON P. MONTELEONE
                                       VICE PRESIDENT OPERATIONS

                          Reviewed by:

                                 /s/ MORTEN S. BEYER

SEPTEMBER 13, 2002                             MORTEN S. BEYER, APPRAISER FELLOW
                            CHAIRMAN & CEO
                                              ISTAT CERTIFIED SENIOR APPRAISER

                                                               AMERICAN AIRLINES
                                                                 Job File #02213
                                                                   Page 11 of 11

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APPENDIX III

 EQUIPMENT NOTE PRINCIPAL PAYMENTS

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APPENDIX IV 

LOAN TO VALUE RATIOS OF EQUIPMENT NOTES 

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PROSPECTUS                                                                      

$2,500,000,000

AMERICAN AIRLINES, INC. 
PASS THROUGH CERTIFICATES 

     This Prospectus relates to the issuance of Pass Through Certificates by one
or more Pass Through Trusts to be formed by American Airlines, Inc. We will     
describe the specific terms of any offering of Pass Through Certificates in a   
Prospectus Supplement to this Prospectus. You should read this Prospectus and   
the applicable Prospectus Supplements carefully before you invest.              

THE PASS THROUGH CERTIFICATES:                                                  

- Will be issued in one or more series.                               

- Will be payable at the times and in the amounts specified in the    
accompanying Prospectus Supplement.                               

  - will represent interests in the relevant Trust only, will be paid only
     from the assets of that Trust and will not represent obligations of, or
be guaranteed by, American.                                       

- May have one or more forms of credit or liquidity enhancement.      

EACH PASS THROUGH TRUST:                                                        

- Will own:                                                           

- Equipment Notes of one or more series or notes issued by a trust or 
other entity secured by Equipment Notes, and                      

- other property described in this Prospectus and the accompanying    
Prospectus Supplement.                                            

     - Will pass through payments on the Equipment Notes and other property that
it owns, subject to any applicable subordination provisions.      

THE EQUIPMENT NOTES:                                                            

- Will be either                                                      

- Owned Aircraft Notes issued by American, or                         

  - Leased Aircraft Notes issued on a non-recourse basis by owner trustees
  pursuant to aircraft leveraged leases with American. The amounts due
from American under each such lease will be sufficient to make all
   regularly scheduled payments required on the related Equipment Notes,
subject to some limited exceptions.                               

AMR GUARANTEES                                                                  

    - To the extent stated in the applicable Prospectus Supplement, American's
      payment obligations in respect of any Owned Aircraft Notes or the leases
     relating to any Leased Aircraft Notes will be fully and unconditionally
guaranteed by our parent, AMR Corporation.                        

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

--------------------- 

The date of this Prospectus is March 21, 2002.

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ABOUT THIS PROSPECTUS 

     This Prospectus is part of a registration statement on Form S-3 that we and
our parent, AMR Corporation, filed jointly with the Securities and Exchange     
Commission (the "Commission") utilizing a "shelf" registration process. Under   
this shelf process, we may sell the Pass Through Certificates and the related   
AMR Guarantees, if any, described in this Prospectus in one or more offerings.  
This Prospectus provides you with a general description of the Pass Through     
Certificates and any related AMR Guarantees we may offer. Each time we sell Pass
Through Certificates, we will provide a Prospectus Supplement that will contain 
specific information about the terms of that offering. The Prospectus Supplement
may also add, update or change information contained in this Prospectus. You    
should read carefully both this Prospectus and any applicable Prospectus        
Supplement, together with the additional information described below under      
"Where You Can Find More Information".                                          

  This Prospectus does not contain all of the information set forth in the
registration statement that we filed with the Commission or in the exhibits to  
that registration statement. For further information about American, AMR, the   
Pass Through Certificates or any related AMR Guarantees, you should refer to    
that registration statement and its exhibits. Statements contained in this      
Prospectus or in any Prospectus Supplement as to the contents of any contract or
other document are not necessarily complete, and you should review the full text
of those contracts and other documents.                                         

  The registration statement that we filed with the Commission relating to
the Pass Through Certificates and any related AMR Guarantees can be obtained    
from the Commission, as described below under "Where You Can Find More          
Information".                                                                   

  In this Prospectus, "we" and "American" refer to American Airlines, Inc.
and "AMR" refers to our parent, AMR Corporation.                                

TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
About this Prospectus.......................................    2 
Forward-Looking Information.................................    2 
Where You Can Find More Information.........................    3 
The Company.................................................    4 
Ratios of Earnings to Fixed Charges.........................    4 
Formation of the Trusts.....................................    5 
Use of Proceeds.............................................    5 
Description of the Pass Through Certificates................    6 
Description of the Equipment Notes..........................   20 
Credit Enhancements.........................................   25 
Certain Federal Income Tax Consequences.....................   26 
Certain Connecticut Taxes...................................   28 
ERISA Considerations........................................   28 
Plan of Distribution........................................   28 
Legal Opinions..............................................   29 
Experts.....................................................   29 

FORWARD-LOOKING INFORMATION 

     This Prospectus and the documents incorporated by reference contain various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the          
Securities Exchange Act of 1934, as amended (the "Exchange Act"),               

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which represent our expectations or beliefs concerning future events. When used 
in this Prospectus and in documents incorporated by reference, the words        
"believes," "expects," "plans," "anticipates," and similar expressions are      
intended to identify forward-looking statements. Forward-looking statements     
include, without limitation, our expectations concerning operations, financial  
conditions, including changes in capacity, revenues and costs, expectations as  
to future financing needs, overall economic conditions and plans and objectives 
for future operations, the ability to continue to successfully integrate with   
our operations the assets acquired from Trans World Airlines, Inc. ("TWA") and  
the former TWA workforce, and the impact of the events of September 11, 2001 on 
us and AMR and the sufficiency of our and AMR's financial resources to absorb   
that impact. Other forward-looking statements include statements which do not   
relate solely to historical facts, such as, without limitation, statements which
discuss the possible future effects of current known trends or uncertainties, or
which indicate that the future effects of known trends or uncertainties cannot  
be predicted, guaranteed or assured. All forward-looking statements in this     
Prospectus and the documents incorporated by reference are based upon           
information available to us on the date of this Prospectus or such document. We 
undertake no obligation to publicly update or revise any forward-looking        
statement, whether as a result of new information, future events or otherwise.  
Forward-looking statements are subject to a number of factors that could cause  
actual results to differ materially from our expectations. The following        
factors, in addition to other possible factors not listed, could cause actual   
results to differ materially from those expressed in forward-looking statements:
failure to reach agreement with any labor union representing our employees,     
changes in economic or other conditions, increases in the price of jet fuel,    
future fare reductions in the airline industry, changes in our business         
strategy, actions by government agencies, the adverse impact of the September   
11, 2001 terrorist attacks and the possible occurrence of other terrorist       
attacks, and the availability of future financing. Additional information       
concerning these and other factors is contained in our Commission filings,      
including but not limited to our and AMR's Forms 10-K for the year ended        
December 31, 2001.                                                              

WHERE YOU CAN FIND MORE INFORMATION 

    We and AMR file annual, quarterly and special reports with the Commission.
These Commission filings are available to the public over the Internet at the   
Commission's web site at http://www.sec.gov. You may also read and copy any such
document we or AMR file at the Commission's public reference rooms at 450 Fifth 
Street, N.W., Washington, D.C. 20549, and in New York, New York and Chicago,    
Illinois. Please call the Commission at 1-800-SEC-0330 for further information  
on the public reference rooms and copy charges.                                 

   The Commission allows us to "incorporate by reference" the information we
and AMR file with it, which means:                                              

  - we can disclose important information to you by referring you to those
documents;                                                        

  - information incorporated by reference is considered to be part of this
     Prospectus, even though it is not repeated in this Prospectus or in any
Prospectus Supplement; and                                        

   - information that we and AMR file with the Commission will automatically
  update and supersede this Prospectus and any Prospectus Supplements.

We incorporate by reference the documents listed below and any future 
filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until we complete our offering of Pass Through Certificates:       

 - Annual Reports of American and of AMR on Form 10-K for the year ended
December 31, 2001;                                                

- Current Report of American on Form 8-K filed January 16, 2002; and  

- Current Report of AMR on Form 8-K filed January 16, 2002.           

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   You may obtain a copy of these filings (other than their exhibits, unless
those exhibits are specifically incorporated by reference in the filings) at no 
cost by writing or telephoning us at the following address:                     

Corporate Secretary                                             
American Airlines, Inc.                                         
P.O. Box 619616, Mail Drop 5675                                 
Dallas/Fort Worth Airport, Texas 75261-9616                     
(817) 967-1254                                                  

You should rely only on the information incorporated by reference or  
provided in this Prospectus or any applicable Prospectus Supplement. We have not
authorized anyone else to provide you with different information. If anyone     
provides you with different or inconsistent information, you should not rely on 
it. We are not making an offer to sell any Pass Through Certificates or any     
related AMR Guarantees in any jurisdiction where the offer or sale is not       
permitted. You should not assume that the information in this Prospectus or in  
any Prospectus Supplement is accurate as of any date other than the date on the 
front page of those documents. Also, you should not assume that there has been  
no change in the affairs of American or of AMR since the date of this Prospectus
or of any applicable Prospectus Supplement.                                     

THE COMPANY 

     American, the principal subsidiary of AMR Corporation, was founded in 1934.
On April 9, 2001, American purchased substantially all of the assets and assumed
certain liabilities of TWA, the eighth largest United States air carrier.       
American (including TWA) is the largest scheduled passenger airline in the      
world. American provides scheduled jet service to numerous destinations         
throughout North America, the Caribbean, Latin America, Europe and the Pacific. 
American is also one of the largest scheduled air freight carriers in the world,
providing a full range of freight and mail services to shippers throughout its  
system. The postal address for both American's and AMR's principal executive    
offices is P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616         
(Telephone: 817-967-1532).                                                      

RATIOS OF EARNINGS TO FIXED CHARGES 

 The following table contains the ratios of earnings to fixed charges of
American and of AMR for the periods indicated:                                  

                                                        [Enlarge/Download Table]

                                                         YEAR ENDED DECEMBER 31,     
                                                     --------------------------------
                                                     1997   1998   1999   2000   2001
                                                     ----   ----   ----   ----   ----
                                                                                     
Ratio of Earnings to Fixed Charges                                                   
  American.......................................... 2.27   2.82   1.95   2.07     * 
  AMR............................................... 2.13   2.55   1.72   1.87    ** 

---------------                                                                 

* In April 2001 the Board of Directors of American approved the guarantee by  
   American of the existing debt obligations of AMR. As such, as of December 31,
2001, American unconditionally guaranteed through the life of the related 
obligations approximately $676 million of unsecured debt and approximately
   $573 million of secured debt. The impact of these unconditional guarantees is
  not included in the above computation. For the year ended December 31, 2001,
earnings were not sufficient to cover fixed charges. We needed additional 
   earnings of $2,584 million to achieve a ratio of earnings to fixed charges of
1.0.                                                                      

** For the year ended December 31, 2001, earnings were not sufficient to cover  
  fixed charges. AMR needed additional earnings of $2,900 million to achieve a
ratio of earnings to fixed charges of 1.0.                                

   For purposes of the table, "earnings" represents consolidated income from
continuing operations before income taxes, extraordinary items and fixed charges
(excluding interest capitalized). "Fixed charges" consists of interest expense  
(including interest capitalized), amortization of debt expense and the portion  
of rental expense we deem representative of the interest factor. See Exhibit    
12.1 to the registration                                                        

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statement of which this Prospectus forms a part for the amount of rental expense
of American and AMR, respectively, we deemed representative of the interest     
factor.                                                                         

FORMATION OF THE TRUSTS 

   We will enter into a Pass Through Trust Agreement (the "Basic Agreement")
with State Street Bank and Trust Company of Connecticut, National Association,  
as Trustee (the "Trustee"). Each series of Pass Through Certificates will be    
issued by a separate Trust. Each separate Trust will be formed pursuant to the  
Basic Agreement and a specific supplement to the Basic Agreement (each, a "Trust
Supplement") between American and the Trustee or among American, AMR and the    
Trustee. All Pass Through Certificates issued by a particular Trust will        
represent fractional undivided interests in such Trust and the property held in 
such Trust, and, subject to the effect of any cross-subordination provisions    
described in the applicable Prospectus Supplement, will have no rights, benefits
or interest in respect of any other Trust or the property held in any other     
Trust.                                                                          

    Concurrently with the execution and delivery of each Trust Supplement, the
Trustee, on behalf of the Trust formed by the Trust Supplement, will enter into 
one or more agreements (each such agreement being herein referred to as a "Note 
Purchase Agreement") pursuant to which it will agree to purchase one or more    
Equipment Notes. All of the Equipment Notes that constitute the property of any 
one Trust will have an identical interest rate, and this interest rate will be  
equal to the rate applicable to the Pass Through Certificates issued by such    
Trust. The maturity dates of the Equipment Notes acquired by each Trust will    
occur on or before the final expected distribution date applicable to the Pass  
Through Certificates issued by such Trust. The Trustee will distribute          
principal, premium, if any, and interest payments received by it as holder of   
the Equipment Notes to the registered holders of Pass Through Certificates (the 
"Certificateholders") of the Trust in which such Equipment Notes are held,      
subject to the effect of any cross-subordination provisions described in the    
applicable Prospectus Supplement.                                               

USE OF PROCEEDS 

  Except as set forth in the applicable Prospectus Supplement, the Trustee
for each Trust will use the proceeds from the sale of the Pass Through          
Certificates issued by such Trust to purchase one or more Equipment Notes or    
notes issued by a separate trust or other entity secured by Equipment Notes.    
Equipment Notes may be Owned Aircraft Notes or Leased Aircraft Notes. Any Trust 
may hold Owned Aircraft Notes and Leased Aircraft Notes simultaneously. The     
Owned Aircraft Notes will be secured by certain aircraft owned or to be owned by
American ("Owned Aircraft"), and the Leased Aircraft Notes will be secured by   
certain aircraft leased or to be leased to American ("Leased Aircraft"). In     
certain cases, Owned Aircraft Notes or Leased Aircraft Notes may be issued to   
refinance debt, lease or other transactions previously entered into to finance  
the applicable aircraft.                                                        

 A Trust may hold Owned Aircraft Notes or Leased Aircraft Notes that are
subordinated in right of payment to other Equipment Notes or other debt related 
to the same Owned or Leased Aircraft. In addition, the Trustees on behalf of one
or more Trusts may enter into an intercreditor or subordination agreement       
establishing priorities among series of Pass Through Certificates. Also, a      
liquidity facility, surety bond, financial guarantee or other arrangement may   
support one or more payments on the Equipment Notes or Pass Through Certificates
of one or more series. We will describe any such credit enhancements in the     
applicable Prospectus Supplement.                                               

     To the extent that the Trustee does not use the proceeds of any offering of
Pass Through Certificates to purchase Equipment Notes on the date of issuance of
such Pass Through Certificates, it will hold such proceeds for the benefit of   
the holders of such Pass Through Certificates under arrangements that we will   
describe in the applicable Prospectus Supplement. If the Trustee does not       
subsequently use any portion of such proceeds to purchase Equipment Notes by the
relevant date specified in the applicable Prospectus Supplement, it will return 
that portion of such proceeds to the holders of such Pass Through Certificates. 

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In addition, we may offer Pass Through Certificates subject to delayed
aircraft financing arrangements, such as the following:                         

 - A Trust may purchase Leased Aircraft Notes issued by an Owner Trustee
       prior to the purchase of certain Leased Aircraft by such Owner Trustee or
the commencement of the related Lease.                            

     - A Trust may purchase Owned Aircraft Notes issued by American prior to the
expected delivery date of certain Owned Aircraft.                 

 - The proceeds of the offering of such Pass Through Certificates may be
     invested with a depositary or represented by escrow receipts until used
to purchase Equipment Notes.                                      

    - At the date of issuance of the Pass Through Certificates, it may not yet
     be determined if the Trust will purchase Owned Aircraft Notes or Leased
Aircraft Notes.                                                   

In such circumstances, we will describe in the Prospectus Supplement how the    
proceeds of the Pass Through Certificates will be held or applied during any    
such delayed aircraft financing period, including any depositary or escrow      
arrangements.                                                                   

DESCRIPTION OF THE PASS THROUGH CERTIFICATES

 The following description is a summary of the terms of the Pass Through
Certificates that we expect will be common to all series. Most of the financial 
terms and other specific terms of any series of Pass Through Certificates will  
be described in a Prospectus Supplement to be attached to this Prospectus. Since
the terms of the specific Pass Through Certificates may differ from the general 
information provided below, you should rely on the information in the Prospectus
Supplement instead of the information in this Prospectus if the information in  
the Prospectus Supplement is different from the information below.              

    Because the following description is a summary, it does not describe every
aspect of the Pass Through Certificates or the Basic Agreement, and it is       
subject to and qualified in its entirety by reference to all the provisions of  
the Pass Through Certificates, the Basic Agreement and the applicable Trust     
Supplements. The form of Basic Agreement has been filed as an exhibit to the    
registration statement of which this Prospectus is a part. American will file   
with the Commission the Trust Supplement relating to each series of Pass Through
Certificates and the forms of Indenture, Lease (if any), Note Purchase          
Agreement, intercreditor and subordination agreement (if any) and liquidity     
facility or other credit enhancement agreement (if any) relating to any offering
of Pass Through Certificates as exhibits to a post-effective amendment to the   
registration statement of which this Prospectus is a part or a Current Report on
Form 8-K, a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K.     

   The Pass Through Certificates offered pursuant to this Prospectus will be
limited to $2,500,000,000 aggregate public offering price (or its equivalent    
(based on the applicable exchange rate at the time of sale) in one or more      
foreign or composite currencies or currency units).                             

To the extent that any provision in any Prospectus Supplement is      
inconsistent with any provision in this summary, the provision in such          
Prospectus Supplement will control.                                             

GENERAL                                                                         

   We expect that the Pass Through Certificates of each Trust will be issued
in fully registered form only. Each Pass Through Certificate will represent a   
fractional undivided interest in the separate Trust created by the Basic        
Agreement and the Trust Supplement pursuant to which such Pass Through          
Certificate is issued, and all payments and distributions will be made only from
the Trust Property of each Trust. The Trust Property will include (i) the       
Equipment Notes, or notes issued by a trust or other entity secured by Equipment
Notes, held in such Trust and all monies at any time paid thereon and all monies
due and to become due thereunder, subject to the effect of any                  
cross-subordination provisions described in the applicable Prospectus           
Supplement, (ii) funds from time to time deposited with the Trustee in accounts 
relating to such Trust and (iii) if so specified in the applicable Prospectus   
Supplement, rights under any                                                    

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cross-subordination arrangements, monies receivable under any liquidity facility
or other credit enhancement agreement and any other rights or property described
therein.                                                                        

Equipment Notes may be Owned Aircraft Notes or Leased Aircraft Notes. 
American will issue Owned Aircraft Notes under separate trust indentures (the   
"Owned Aircraft Indentures") between American and a bank, trust company or other
institution or person specified in the related Prospectus Supplement, as trustee
thereunder (in such capacity, herein referred to as the "Loan Trustee"). The    
Owned Aircraft Notes will be recourse obligations of American. The Owned        
Aircraft may secure additional debt or be subject to other financing            
arrangements.                                                                   

     Leased Aircraft Notes will be issued in connection with the leveraged lease
of Leased Aircraft to American. Except as set forth in the applicable Prospectus
Supplement, each Leased Aircraft will be leased to American under a lease (a    
"Lease") between American and a bank, trust company or other institution acting 
not in its individual capacity but solely as trustee (an "Owner Trustee") of a  
separate trust for the benefit of one or more beneficial owners (each, an "Owner
Participant") of the Leased Aircraft. Owner Participants may include American or
affiliates of American. The Owner Trustee will issue the Leased Aircraft Notes  
on a non-recourse basis under separate trust indentures (the "Leased Aircraft   
Indentures") between it and the applicable Loan Trustee to finance or refinance 
a portion of the cost to it of the applicable Leased Aircraft. The Owner Trustee
will obtain a portion of the funding for the Leased Aircraft from the equity    
investments of the related Owner Participants and, to the extent set forth in   
the applicable Prospectus Supplement, additional debt secured by such Leased    
Aircraft or other sources. No Owner Trustee or Owner Participant, however, will 
be personally liable for any principal or interest payable under the related    
Leased Aircraft Indenture or the Leased Aircraft Notes issued thereunder. The   
rents and other amounts payable by American under the Lease relating to any     
Leased Aircraft will be in amounts sufficient to pay when due all principal and 
interest payments on the Leased Aircraft Notes issued under the Leased Aircraft 
Indenture in respect of such Leased Aircraft, subject to some limited           
exceptions. The Leased Aircraft also may be subject to other financing          
arrangements. Among other things, the Owner Trustee with respect to a particular
Leased Aircraft may refinance any existing related Leased Aircraft Notes through
the issuance by a separate trust or other entity of notes secured by such Leased
Aircraft Notes. We will describe any such other financing arrangements in the   
applicable Prospectus Supplement.                                               

Each Pass Through Certificate will represent a pro rata share of the  
outstanding principal amount of the Equipment Notes and other property held in  
the related Trust. Unless otherwise specified in the applicable Prospectus      
Supplement, each Pass Through Certificate will be issued in minimum             
denominations of $1,000 or any integral multiple of $1,000 except that one Pass 
Through Certificate of each series may be issued in a different denomination.   
The Pass Through Certificates do not represent indebtedness of the Trusts, and  
references in this Prospectus or in any Prospectus Supplement to interest       
accruing on the Pass Through Certificates are included for purposes of          
computation only. The Pass Through Certificates do not represent an interest in 
or obligation of American, AMR, the Trustee, any of the Loan Trustees or Owner  
Trustees in their individual capacities, any Owner Participant, or any of their 
respective affiliates. Each Certificateholder by its acceptance of a Pass       
Through Certificate agrees to look solely to the income and proceeds from the   
Trust Property of the applicable Trust as provided in the Basic Agreement and   
the applicable Trust Supplement.                                                

 A Trust may hold Owned Aircraft Notes or Leased Aircraft Notes that are
subordinated in right of payment to other Equipment Notes or other debt relating
to the same or certain related Owned Aircraft or Leased Aircraft. In addition,  
the Trustees on behalf of one or more Trusts may enter into an intercreditor or 
subordination agreement or similar arrangements establishing priorities among   
series of Pass Through Certificates. Also, payments in respect of the Pass      
Through Certificates of one or more series, or the Equipment Notes of one or    
more series, or both, may be supported by a liquidity facility or other credit  
enhancement arrangements. See "Credit Enhancements" below. Any such             
intercreditor, subordination, liquidity facility or other credit enhancement    
arrangements will be described in the applicable Prospectus Supplement. This    
description assumes that the Pass Through Certificates will be issued without   
credit enhancements. If any credit enhancements are used, certain terms of the  
Pass Through Certificates will                                                  

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differ in some respects from the terms described in this Prospectus. The        
applicable Prospectus Supplement will reflect the material differences arising  
from any such credit enhancements.                                              

     In addition, this description generally assumes that, on or before the date
of the sale of any series of Pass Through Certificates, the related Aircraft    
shall have been delivered and the ownership or lease financing arrangements for 
such Aircraft shall have been put in place. However, it is possible that some or
all of the Aircraft related to a particular offering of Pass Through            
Certificates may be subject to certain delayed aircraft financing arrangements. 
See "Description of the Equipment Notes -- General" below. In the event of any  
delayed aircraft financing arrangements, certain terms of the Pass Through      
Certificates will differ in some respects from the terms described in this      
Prospectus. The applicable Prospectus Supplement will reflect the material      
differences arising from any such delayed aircraft financing arrangements.      

    Interest will be passed through to Certificateholders of each Trust at the
rate per annum payable on the Equipment Notes held in such Trust, as set forth  
for such Trust on the cover page of the applicable Prospectus Supplement,       
subject to the effect of any cross-subordination provisions described in the    
applicable Prospectus Supplement.                                               

Reference is made to the Prospectus Supplement that accompanies this  
Prospectus for a description of the specific series of Pass Through Certificates
being offered thereby, including:                                               

    - the specific designation and title of such Pass Through Certificates and
the related Trust;                                                

- the Regular Distribution Dates (as defined below) and Special       
   Distribution Dates (as defined below) applicable to such Pass Through
Certificates;                                                     

- if other then U.S. dollars, the currency or currencies (including   
composite currencies or currency units) in which such Pass Through
Certificates may be denominated or payable;                       

     - the specific form of such Pass Through Certificates, including whether or
      not such Pass Through Certificates are to be issued in accordance with a
book-entry system or in bearer form;                              

- a description of the Equipment Notes to be purchased by such Trust, 
      including (a) the period or periods within which, the price or prices at
     which, and the terms and conditions upon which such Equipment Notes may
 or must be redeemed, purchased or defeased, in whole or in part, by
      American or, with respect to Leased Aircraft Notes, the Owner Trustee or
    Owner Participant, (b) the payment priority of such Equipment Notes in
     relation to any other Equipment Notes or other debt issued with respect
     to the same Aircraft, (c) any additional security or liquidity or other
       credit enhancements therefor and (d) any intercreditor or other rights or
      limitations between or among the holders of Equipment Notes of different
priorities issued with respect to the same Aircraft;              

    - a description of the related Aircraft, including, if determined, whether
each such Aircraft is a Leased Aircraft or an Owned Aircraft;     

- a description of the related Note Purchase Agreement and related    
    Indentures, including a description of the events of default under the
      related Indentures, the remedies exercisable upon the occurrence of such
    events of default and any limitations on the exercise of such remedies
with respect to such Equipment Notes;                             

- if such Pass Through Certificates relate to Leased Aircraft, a      
       description of the related Leases, including (a) the names of the related
  Owner Trustees, (b) a description of the events of default under the
  related Leases, the remedies exercisable upon the occurrence of such
    events of default and any material limitations on the exercise of such
    remedies with respect to the applicable Leased Aircraft Notes, and (c)
      the rights, if any, of the related Owner Trustee or Owner Participant to
cure failures of American to pay rent under the related Lease;    

  - the extent, if any, to which the provisions of the operative documents
      applicable to such Equipment Notes may be amended by the parties thereto
without the consent of the holders of, or only upon               

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the consent of the holders of a specified percentage of aggregate 
principal amount of, such Equipment Notes;                        

- cross-default or cross-collateralization provisions in the related  
Indentures, if any;                                               

   - a description of any intercreditor, subordination or similar provisions
among the holders of Pass Through Certificates, including any     
  cross-subordination provisions and provisions relating to control of
remedies among the holders of Pass Through Certificates issued by 
separate Trusts;                                                  

    - any arrangements for the investment or other use of proceeds of the Pass
    Through Certificates prior to the purchase of Equipment Notes, and any
   arrangements relating to any delayed aircraft financing arrangements;

     - a description of any deposit or escrow agreement, any liquidity or credit
       facility, surety bond, financial guarantee or other arrangement providing
 collateralization, credit support or liquidity enhancements for any
      series of Pass Through Certificates or any class of Equipment Notes; and

    - a description of any other special terms pertaining to such Pass Through
     Certificates, including any modification of the terms set forth herein.

If any Pass Through Certificates relate to Equipment Notes that are   
denominated in one or more foreign or composite currencies or currency units,   
any restrictions, special United States federal income tax considerations and   
other special information with respect to such Pass Through Certificates and    
such foreign or composite currency or currency units will be set forth in the   
applicable Prospectus Supplement.                                               

     If any Pass Through Certificates relate to Equipment Notes that are sold at
a substantial discount below the principal amount of such Equipment Notes,      
special United States federal income tax considerations and other special       
information with respect to such Pass Through Certificates will be set forth in 
the applicable Prospectus Supplement.                                           

The Basic Agreement does not and the Indentures will not contain any  
financial covenants or other provisions that protect Certificateholders in the  
event we issue a large amount of debt or are acquired by another entity         
(including in a highly leveraged transaction). However, the Certificateholders  
of each series will have the benefit of a lien on the specific Aircraft securing
the related Equipment Notes held in the related Trust. See "Description of the  
Equipment Notes -- Security."                                                   

    To the extent described in a Prospectus Supplement, American will have the
right to surrender Pass Through Certificates issued by a Trust to the Trustee   
for such Trust. In such event, the Trustee will transfer to American an equal   
principal amount of Equipment Notes relating to a particular Aircraft designated
by American and will cancel the surrendered Pass Through Certificates.          

BOOK-ENTRY REGISTRATION                                                         

General                                                                     

     Except as otherwise described in the applicable Prospectus Supplement, Pass
Through Certificates will be subject to the provisions described below.         

     Upon issuance, each series of Pass Through Certificates will be represented
by one or more fully registered global certificates. Unless otherwise provided  
in a Prospectus Supplement, each global certificate will be deposited with, or  
on behalf of, The Depository Trust Company ("DTC") and registered in the name of
Cede & Co. ("Cede"), the nominee of DTC. No person acquiring an interest in such
Pass Through Certificates (a "Certificate Owner") will be entitled to receive a 
certificate representing such person's interest in such Pass Through            
Certificates, except as set forth below under "-- Definitive Certificates."     
Unless and until Definitive Certificates (as defined below) are issued under the
limited circumstances described herein, all references in this Prospectus and in
any Prospectus Supplement to actions by Certificateholders will refer to actions
taken by DTC upon instructions from DTC Participants (as defined below), and all
references to distributions, notices, reports and statements to                 
Certificateholders will refer, as the case may be, to distributions, notices,   
reports and statements to DTC or Cede, as the                                   

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registered holder of such Pass Through Certificates, or to DTC Participants for 
distribution to Certificate Owners in accordance with DTC procedures.           

DTC has advised American that DTC is a limited purpose trust company  
organized under the laws of the State of New York, a member of the Federal      
Reserve System, a "clearing corporation" within the meaning of the New York     
Uniform Commercial Code and a "clearing agency" registered pursuant to Section  
17A of the Exchange Act. DTC was created to hold securities for its participants
("DTC Participants") and to facilitate the clearance and settlement of          
securities transactions between DTC Participants through electronic book-       
entries, thereby eliminating the need for physical transfer of certificates. DTC
Participants include securities brokers and dealers, banks, trust companies,    
clearing corporations and certain other organizations. Indirect access to the   
DTC system also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC    
Participant, either directly or indirectly ("Indirect Participants").           

    Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of   
Pass Through Certificates among DTC Participants on whose behalf it acts with   
respect to the Pass Through Certificates. Certificate Owners that are not DTC   
Participants but that desire to purchase, sell or otherwise transfer ownership  
of, or other interests in, Pass Through Certificates may do so only through DTC 
Participants. DTC Participants and Indirect Participants with which Certificate 
Owners have accounts with respect to the Pass Through Certificates, however, are
required to make book-entry transfers on behalf of their respective customers.  
In addition, under the Rules, DTC is required to receive and transmit to the DTC
Participants distributions of principal of, premium, if any, and interest with  
respect to the Pass Through Certificates. Certificate Owners thus will receive  
all distributions of principal, premium, if any, and interest from the Trustee  
through DTC Participants or Indirect Participants, as the case may be. Under    
this book-entry system, Certificate Owners may experience some delay in their   
receipt of payments because such payments will be forwarded by the Trustee to   
Cede, as nominee for DTC, and DTC in turn will forward the payments to the      
appropriate DTC Participants in amounts proportionate to the amount of such DTC 
Participants' respective holdings of beneficial interests in the Pass Through   
Certificates, as shown on the records of DTC or its nominee. Distributions by   
DTC Participants to Indirect Participants or Certificate Owners, as the case may
be, will be the responsibility of such DTC Participants.                        

Unless and until Definitive Certificates are issued under the limited 
circumstances described herein, the only "Certificateholder" under the Basic    
Agreement will be Cede, as nominee of DTC. Certificate Owners therefore will not
be recognized by the Trustee as Certificateholders, as such term is used in the 
Basic Agreement, and Certificate Owners will be permitted to exercise the rights
of Certificateholders only indirectly through DTC and DTC Participants. DTC has 
advised American that it will take any action permitted to be taken by          
Certificateholders under the Basic Agreement only at the direction of one or    
more DTC Participants to whose accounts with DTC the Pass Through Certificates  
are credited. Additionally, DTC has advised American that in the event any      
action requires approval by Certificateholders of a certain percentage of       
beneficial interest in each Trust, DTC will take such action only at the        
direction of and on behalf of DTC Participants whose holdings include undivided 
interests that satisfy any such percentage. DTC may take conflicting actions    
with respect to other undivided interests to the extent that such actions are   
taken on behalf of DTC Participants whose holdings include such undivided       
interests. Conveyance of notices and other communications by DTC to DTC         
Participants and by DTC Participants to Indirect Participants and to Certificate
Owners will be governed by arrangements among them, subject to any statutory or 
regulatory requirements as may be in effect from time to time.                  

    Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants, the ability of a Certificate Owner to pledge   
Pass Through Certificates to persons or entities that do not participate in the 
DTC system, or to otherwise act with respect to such Pass Through Certificates, 
may be limited due to the lack of a physical certificate for such Pass Through  
Certificates.                                                                   

   None of American, AMR or the Trustee or any agent of American, AMR or the
Trustee will have any responsibility or liability for any aspect of the records 
relating to or payments made on account of                                      

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beneficial ownership interests in the Pass Through Certificates held by Cede, as
nominee for DTC; for maintaining, supervising or reviewing any records relating 
to such beneficial ownership interests; or for the performance by DTC, any DTC  
Participant or any Indirect Participant of their respective obligations under   
the Rules or any other statutory, regulatory, contractual or customary          
procedures governing their operations.                                          

     The applicable Prospectus Supplement will specify any additional book-entry
registration procedures applicable to Pass Through Certificates denominated in a
currency other than United States dollars.                                      

The information contained in this Prospectus concerning DTC and its   
book-entry system has been obtained from sources American believes to be        
reliable, but American has not verified such information and takes no           
responsibility for the accuracy thereof.                                        

Same-Day Settlement and Payment                                             

   As long as Pass Through Certificates are registered in the name of DTC or
its nominee, all payments made by American to the Loan Trustee under any Lease  
or any Owned Aircraft Indenture will be in immediately available funds. Such    
payments, including the final distribution of principal with respect to the Pass
Through Certificates of any Trust, will be passed through to DTC in immediately 
available funds.                                                                

    Any Pass Through Certificates registered in the name of DTC or its nominee
will trade in DTC's Same-Day Funds Settlement System until maturity, and        
secondary market trading activity in the Pass Through Certificates will         
therefore be required by DTC to settle in immediately available funds.          

Definitive Certificates                                                     

    Pass Through Certificates will be issued in certificated form ("Definitive
Certificates") to Certificate Owners or their nominees, rather than to DTC or   
its nominee, only if (i) American advises the Trustee in writing that DTC is no 
longer willing or able to discharge properly its responsibilities as depository 
with respect to such Pass Through Certificates and American is unable to locate 
a qualified successor, (ii) American, at its option, elects to terminate the    
book-entry system through DTC or (iii) after the occurrence of certain events of
default or other events specified in the related Prospectus Supplement,         
Certificate Owners with fractional undivided interests aggregating not less than
a majority in interest in such Trust advise the Trustee, American and DTC       
through DTC Participants in writing that the continuation of a book-entry system
through DTC (or a successor thereto) is no longer in the Certificate Owners'    
best interest.                                                                  

 Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee will be required to notify all affected Certificate      
Owners through DTC Participants of the availability of Definitive Certificates. 
Upon surrender by DTC of the global certificates representing the Pass Through  
Certificates and receipt of instructions for re-registration, the Trustee will  
reissue the Pass Through Certificates as Definitive Certificates to Certificate 
Owners.                                                                         

  Distributions of principal of, premium, if any, and interest on the Pass
Through Certificates will thereafter be made by the Trustee, in accordance with 
the procedures set forth in the Basic Agreement and the applicable Trust        
Supplements, directly to holders in whose names such Definitive Certificates    
were registered at the close of business on the applicable record date. Such    
distributions will be made by check mailed to the address of each such holder as
it appears on the register maintained by the Trustee. The final payment on any  
Pass Through Certificate, however, will be made only upon presentation and      
surrender of such Pass Through Certificate at the office or agency specified in 
the notice of final distribution to Certificateholders.                         

     Definitive Certificates will be freely transferable and exchangeable at the
office of the Trustee upon compliance with the requirements set forth in the    
Basic Agreement and the applicable Trust Supplements. Unless otherwise provided 
in the applicable Prospectus Supplement, no service charge will be imposed for  
any registration of transfer or exchange, but payment of a sum sufficient to    
cover any tax or other governmental charge will be required.                    

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PAYMENTS AND DISTRIBUTIONS                                                      

American will make scheduled payments of principal and interest on the
Owned Aircraft Notes to the Loan Trustee under the related Indenture, and the   
Loan Trustee will distribute such payments to the Trustee for each Trust that   
holds such Owned Aircraft Notes.                                                

   Upon the commencement of the Lease for any Leased Aircraft, American will
make scheduled rental payments for each Leased Aircraft under the related Lease,
and these scheduled rental payments will be assigned under the applicable       
Indenture by the related Owner Trustee to the Loan Trustee to provide the funds 
necessary to make the corresponding scheduled payments of principal and interest
due on the Leased Aircraft Notes issued by such Owner Trustee. The Loan Trustee 
will distribute such payments to the Trustee for each Trust that holds such     
Leased Aircraft Notes. After the Loan Trustee has distributed such payments of  
principal and interest on the Leased Aircraft Notes to the Trustee for such     
Trusts, the Loan Trustee will, except under certain circumstances, pay the      
remaining balance, if any, of such scheduled rental payments to the Owner       
Trustee for the benefit of the related Owner Participant.                       

  Subject to the effect of any cross-subordination provisions set forth in
the applicable Prospectus Supplement, payments of principal, premium, if any,   
and interest with respect to the Equipment Notes held in each Trust received by 
the Trustee will be distributed by the Trustee to Certificateholders of such    
Trust on the dates and in the currency specified in the applicable Prospectus   
Supplement, except in certain cases when some or all of such Equipment Notes are
in default as described in the applicable Prospectus Supplement.                

   Payments of principal of and interest on the Equipment Notes held in each
Trust will be scheduled to be received by the Trustee on the dates specified in 
the applicable Prospectus Supplement (such scheduled payments of principal and  
interest are referred to as "Scheduled Payments," and the dates specified in the
applicable Prospectus Supplement for distribution of Scheduled Payments by the  
Trustee to the Certificateholders are referred to as "Regular Distribution      
Dates"). Subject to the effect of any cross-subordination provisions set forth  
in the applicable Prospectus Supplement, the Pass Through Trustee will          
distribute on each Regular Distribution Date to the related Certificateholders  
any Scheduled Payments received by the Pass Through Trustee on or before such   
Regular Distribution Date. If a Scheduled Payment is not received by the Pass   
Through Trustee on or before a Regular Distribution Date, but is received within
five days thereafter, it will be distributed on the date received to the        
Certificateholders. Each such distribution of a Scheduled Payment will be made  
by the Pass Through Trustee to the holders in whose names the Certificates of   
such Trust are registered at the close of business on the 15th day preceding    
such Regular Distribution Date, subject to certain exceptions. Subject to the   
effect of any cross-subordination provisions set forth in the applicable        
Prospectus Supplement, each Certificateholder of a Trust will be entitled to    
receive a pro rata share of any distribution in respect of Scheduled Payments of
principal and interest made on the Equipment Notes held in such Trust.          

Payments of principal, premium, if any, and interest received by the  
Trustee on account of the early redemption or purchase, if any, of any of the   
Equipment Notes relating to one or more Aircraft held in a Trust, payments      
received by the Trustee following an Event of Default in respect of any such    
Equipment Notes (including payments received by the Trustee on account of the   
sale of such Equipment Notes by the Trustee or payments received by the Trustee 
with respect to the Leased Aircraft Notes on account of the purchase of such    
Notes by the related Owner Trustee or Owner Participant) and any other payments 
designated as Special Payments in the applicable Trust Supplement ("Special     
Payments") will be distributed on the date or dates determined as described in  
the applicable Prospectus Supplement (each, a "Special Distribution Date"). The 
Trustee will mail notice to the Certificateholders of record of the applicable  
Trust stating any such anticipated Special Distribution Date.                   

If any Regular Distribution Date or Special Distribution Date is not a
business day, distributions scheduled to be made on such Regular Distribution   
Date or Special Distribution Date may be made on the next succeeding business   
day without additional interest.                                                

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POOL FACTORS                                                                    

 Unless otherwise described in the applicable Prospectus Supplement, the
"Pool Balance" for each Trust indicates, as of any date, the original aggregate 
face amount of the Pass Through Certificates of such Trust less the aggregate   
amount of all payments made in respect of the Pass Through Certificates of such 
Trust other than payments made in respect of interest or premium or             
reimbursement of any costs and expenses in connection therewith. The Pool       
Balance for each Trust as of any Regular Distribution Date or Special           
Distribution Date will be computed after giving effect to the payment of        
principal, if any, on the Equipment Notes or other Trust Property held in such  
Trust and the distribution thereof to be made on that date.                     

 Unless otherwise described in the applicable Prospectus Supplement, the
"Pool Factor" for each Trust as of any Regular Distribution Date or Special     
Distribution Date is the quotient (rounded to the seventh decimal place)        
computed by dividing (1) the Pool Balance, by (2) the aggregate original face   
amount of the Pass Through Certificates of such Trust. The Pool Factor for each 
Trust as of any Regular Distribution Date or Special Distribution Date shall be 
computed after giving effect to the payment of principal, if any, on the        
Equipment Notes or other Trust Property held in such Trust and the distribution 
thereof to be made on that date. The Pool Factor for each Trust will initially  
be 1.0000000; thereafter, the Pool Factor for each Trust will decline as        
described above to reflect reductions in the Pool Balance of such Trust. The    
amount of a Certificateholder's pro rata share of the Pool Balance of a Trust   
can be determined by multiplying the original denomination of the               
Certificateholder's Pass Through Certificate of such Trust by the Pool Factor   
for such Trust as of the applicable Regular Distribution Date or Special        
Distribution Date. The Pool Factor and the Pool Balance for each Trust will be  
mailed to Certificateholders of such Trust on each Regular Distribution Date and
Special Distribution Date.                                                      

     Unless there has been an early redemption, a purchase of one or more of the
Equipment Notes held in a Trust by the related Owner Trustee or Owner           
Participant after an Indenture Default (as defined below), a default in the     
payment of principal in respect of one or more issues of the Equipment Notes    
held in a Trust or certain actions have been taken following a default thereon, 
as described in the applicable Prospectus Supplement, the Pool Factor for each  
Trust will decline in proportion to the scheduled repayments of principal on the
Equipment Notes held in such Trust as described in the applicable Prospectus    
Supplement. In the event of such redemption, purchase or payment default (if    
such payment is not made within five days of the Regular Distribution Date), the
Pool Factor and the Pool Balance of each Trust so affected will be recomputed   
after giving effect thereto, and notice thereof will be mailed to               
Certificateholders of such Trust. Each Trust will have a separate Pool Factor.  

REPORTS TO CERTIFICATEHOLDERS                                                   

On each Regular Distribution Date and Special Distribution Date, the  
Trustee will include with each distribution of a Scheduled Payment or Special   
Payment to Certificateholders of the related Trust a statement, giving effect to
such distribution to be made on such Regular Distribution Date or Special       
Distribution Date, setting forth the following information (per $1,000 in       
aggregate principal amount of Pass Through Certificates for such Trust, as to   
(1) and (2) below):                                                             

      (1) the amount of such distribution allocable to principal and the
amount allocable to premium if any;                                   

(2) the amount of such distribution allocable to interest;  

(3) the Pool Balance and the Pool Factor for such Trust; and

       (4) such additional or different information as may be described in
the applicable Prospectus Supplement.                                 

As long as the Pass Through Certificates are registered in the name of
Cede, as nominee for DTC, on the record date prior to each Regular Distribution 
Date and Special Distribution Date, the Trustee will request from DTC a         
securities position listing setting forth the names of all DTC Participants     
reflected on                                                                    

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DTC's books as holding interests in the Pass Through Certificates on such record
date. On each Regular Distribution Date and Special Distribution Date, the      
applicable Trustee will mail to each such DTC Participant the statement         
described above and will make available additional copies as requested by such  
DTC Participant for forwarding to Certificate Owners.                           

    In addition, after the end of each calendar year, the Trustee will prepare
for each Certificateholder of each Trust at any time during the preceding       
calendar year a report containing the sum of the amounts determined pursuant to 
clauses (1) and (2) above with respect to the Trust for such calendar year or,  
in the event such person was a Certificateholder during only a portion of such  
calendar year, for the applicable portion of such calendar year, and such other 
items as are readily available to the Trustee and which a Certificateholder will
reasonably request as necessary for the purpose of such Certificateholder's     
preparation of its federal income tax returns. Such report and such other items 
will be prepared on the basis of information supplied to the Trustee by the DTC 
Participants and will be delivered by the Trustee to such DTC Participants to be
available for forwarding by such DTC Participants to Certificate Owners in the  
manner described above.                                                         

  At such time, if any, as the Pass Through Certificates are issued in the
form of Definitive Certificates, the Trustee will prepare and deliver the       
information described above to each Certificateholder of record of each Trust as
the name and period of record ownership of such Certificateholder appears on the
records of the registrar of the Pass Through Certificates.                      

VOTING OF EQUIPMENT NOTES                                                       

Subject to the effect of any cross-subordination or intercreditor     
provisions described in the related Prospectus Supplement and to the rights of  
the providers of any liquidity facility or other credit enhancement agreement,  
the Trustee, as holder of the Equipment Notes held in a Trust, has the right to 
vote and give consents and waivers in respect of such Equipment Notes under the 
related Indentures. The Basic Agreement and related Trust Supplement will set   
forth:                                                                          

    - the circumstances in which the Trustee may direct any action or cast any
       vote as the holder of the Equipment Notes held in the applicable Trust at
its own discretion;                                               

  - the circumstances in which the Trustee will seek instructions from the
Certificateholders of such Trust; and                             

  - if applicable, the percentage of Certificateholders required to direct
the Trustee to take any such action.                              

   If specified in the related Prospectus Supplement, the right of a Trustee
to vote and give consents and waivers with respect to the Equipment Notes held  
in the related Trust may, in the circumstances set forth in an intercreditor,   
subordination or similar agreement to be executed by such Trustee, be           
exercisable by another person specified in such Prospectus Supplement.          

EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN EVENT OF DEFAULT                   

The Basic Agreement defines an "Event of Default" for any Trust as the
occurrence and continuance of an Indenture event of default under one or more of
the related Indentures. What constitutes an "Event of Default" for any          
particular Trust, however, may be varied by the applicable Trust Supplement and 
described in the applicable Prospectus Supplement. In addition, the Prospectus  
Supplement will specify the events of default under the related Indentures (an  
"Indenture Event of Default"). The Indenture Events of Default in the case of   
Leased Aircraft Indentures will include certain events of default under the     
related Leases (a "Lease Event of Default"). With respect to any Equipment Notes
that are supported by a liquidity facility or other credit enhancement          
arrangement, the Indenture Events of Default may include events of default under
such liquidity facility or arrangement.                                         

    Unless otherwise provided in a Prospectus Supplement, all of the Equipment
Notes issued under the same Indenture will relate only to a single specific     
Aircraft and there will be no cross-collateralization or                        

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cross-default provisions in the Indentures. As a result, events resulting in an 
Indenture Event of Default under any particular Indenture will not necessarily  
result in an Indenture Event of Default under any other Indenture. However,     
since the Equipment Notes issued under any single Indenture may be held in more 
than one Trust, a continuing Indenture Event of Default under such single       
Indenture could result in an Event of Default in respect of each such Trust. If 
an Indenture Event of Default occurs in fewer than all of the Indentures related
to a Trust, notwithstanding the treatment of Equipment Notes issued under those 
Indentures under which an Indenture Event of Default has occurred, payments of  
principal and interest on the Equipment Notes issued pursuant to the Indentures 
with respect to which an Indenture Event of Default has not occurred will       
continue to be made as originally scheduled and distributed to                  
Certificateholders, subject to the terms of any intercreditor, subordination or 
similar arrangements applicable to such Trust.                                  

  The ability of the applicable Owner Trustee or Owner Participant under a
Leased Aircraft Indenture to cure Indenture Events of Default, including an     
Indenture Event of Default that results from the occurrence of a Lease Event of 
Default under the related Lease, will be described in the Prospectus Supplement.
Unless otherwise provided in a Prospectus Supplement, in the case of any Pass   
Through Certificates or Equipment Notes entitled to the benefits of a liquidity 
facility or other credit enhancement arrangement, a drawing or other payment    
under any such liquidity facility or arrangement for the purpose of making a    
payment of interest as a result of the failure by American to have made a       
corresponding payment will not cure an Indenture Event of Default related to    
such failure by American.                                                       

 The ability of the holders of the Pass Through Certificates issued with
respect to any one Trust to cause the Loan Trustee with respect to any Equipment
Notes held in such Trust to accelerate the payment of such Equipment Notes under
the applicable Indenture or to direct the exercise of remedies by such Loan     
Trustee under the applicable Indenture will depend, in part, upon the proportion
of the aggregate principal amount of the Equipment Notes outstanding under such 
Indenture and held in such Trust to the aggregate principal amount of all       
Equipment Notes outstanding under such Indenture. In addition, if               
cross-subordination provisions are applicable to any series of Pass Through     
Certificates, then the ability of the Certificateholders of any one Trust       
holding Equipment Notes issued under an Indenture to cause the Loan Trustee to  
accelerate such Equipment Notes or to direct the exercise of remedies by the    
Loan Trustee under such Indenture will depend, in part, upon the relative       
ranking of the Equipment Notes held in such Trust.                              

Each Trust will hold Equipment Notes with different terms than the    
Equipment Notes held in the other Trusts and therefore the Certificateholders of
each Trust may have divergent or conflicting interests from those of the        
Certificateholders of those other Trusts holding Equipment Notes issued under   
the same Indenture. In addition, as long as the same institution acts as Trustee
of each Trust, in the absence of instructions from the Certificateholders of any
such Trust, the Trustee for such Trust could for the same reason be faced with a
potential conflict of interest upon an Indenture Event of Default. In such      
event, the initial Trustee has indicated that it would likely resign as Trustee 
of one or all such Trusts, and a successor trustee or successor trustees would  
be appointed in accordance with the terms of the Basic Agreement.               

  The Prospectus Supplement for a series of Pass Through Certificates will
specify whether and under what circumstances the Trustee may or will sell for   
cash to any person all or part of the Equipment Notes held in the related Trust.
The right to make any such sale may be exercisable by a person other than the   
Trustee in the event that the applicable series of Pass Through Certificates are
subject to any intercreditor, subordination or similar arrangements, and the    
proceeds or any such sale will be distributed as contemplated by such           
arrangements. Any proceeds received by the Trustee upon any such sale that are  
distributable to the Certificateholders of such Trust will be deposited in an   
account established by the Trustee for the benefit of the Certificateholders of 
such Trust and will be distributed to the Certificateholders of such Trust on a 
Special Distribution Date. The market for Equipment Notes in default may be very
limited and there can be no assurance that they could be sold for a reasonable  
price. Furthermore, as long as the same institution acts as Trustee of multiple 
Trusts, it may be faced with a conflict in deciding from which Trust to sell    
Equipment Notes to available buyers. If the Trustee sells any such Equipment    
Notes with respect to which an Indenture Event of Default exists for less than  
their                                                                           

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outstanding principal amount, the Certificateholders of such Trust will receive 
a smaller amount of principal distributions than anticipated and will not have  
any claim for the shortfall against American, the Trustee or any other person,  
including, in the case of any Leased Aircraft, the related Owner Trustee or     
Owner Participant. Neither the Trustee nor the Certificateholders of such Trust,
furthermore, could take any action with respect to any remaining Equipment Notes
held in such Trust as long as no Indenture Events of Default existed with       
respect thereto.                                                                

Any amount, other than Scheduled Payments received on a Regular       
Distribution Date or within five days thereafter, distributed to the Trustee of 
any Trust by the Loan Trustee under any Indenture on account of the Equipment   
Notes held in such Trust following an Indenture Event of Default under such     
Indenture will be deposited in the special payments account for such Trust and  
will be distributed to the Certificateholders of such Trust on a Special        
Distribution Date. In addition, if an Indenture provides that the applicable    
Owner Trustee or Owner Participant may, under circumstances specified therein,  
redeem or purchase some or all of the outstanding Equipment Notes issued under  
such Indenture, the price paid by such Owner Trustee or Owner Participant to the
Trustee of any Trust for any of the Equipment Notes issued under such Indenture 
and held in such Trust will be deposited in the special payments account for    
such Trust and will be distributed to the Certificateholders of such Trust on a 
Special Distribution Date.                                                      

Any funds representing payments received with respect to any Equipment
Notes held in a Trust and which are in default, or the proceeds from the sale by
the Trustee of any such Equipment Notes, held by the Trustee in the special     
payments account for such Trust will, to the extent practicable, be invested and
reinvested by the Trustee in Permitted Investments pending the distribution of  
such funds on a Special Distribution Date. "Permitted Investments" will be      
described in the related Prospectus Supplement.                                 

     The Basic Agreement provides that the Trustee of each Trust will, within 90
days after the occurrence of a default (as defined below) in respect of such    
Trust, give to the Certificateholders of such Trust notice, transmitted by mail,
of all uncured or unwaived defaults with respect to such Trust known to it;     
provided that, except in the case of default in the payment of principal of,    
premium, if any, or interest on any of the Equipment Notes held in such Trust,  
the Trustee will be protected in withholding such notice if it in good faith    
determines that the withholding of such notice is in the interests of such      
Certificateholders. Except as otherwise described in the applicable Prospectus  
Supplement, the term "default," for the purpose of the provision described in   
this paragraph only, means the occurrence of any Event of Default with respect  
to a Trust, as specified above, except that in determining whether any such     
Event of Default has occurred, any grace period or notice in connection         
therewith will be disregarded.                                                  

The Basic Agreement contains a provision entitling the Trustee of each
Trust, subject to the duty of the Trustee during a default to act with the      
required standard of care, to be offered reasonable security or indemnity by the
Certificateholders of such Trust before proceeding to exercise any right or     
power under the Basic Agreement at the request of such Certificateholders.      

The applicable Prospectus Supplement will specify the percentage of   
Certificateholders entitled to waive, or to instruct the Trustee to waive, any  
past default or Event of Default with respect to such Trust and its consequences
and also will specify the percentage of Certificateholders (and whether of such 
Trust or of any other Trust holding Equipment Notes issued under related        
Indentures) entitled to waive, or to instruct the Trustee or the Loan Trustee to
waive, any past Indenture Event of Default under any related Indenture and      
thereby annul any direction given with respect thereto.                         

MODIFICATIONS OF THE BASIC AGREEMENT                                            

     The Basic Agreement contains provisions permitting American and the Trustee
to enter into a supplement to the Basic Agreement or, if applicable, to any Note
Purchase Agreement or to any intercreditor, subordination or like agreement or  
to any liquidity facility or other credit enhancement                           

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agreement, without the consent of the holders of any of the Pass Through        
Certificates, to, among other things:                                           

     - provide for the formation of a Trust and the issuance of a series of Pass
       Through Certificates, or to add, or to change or eliminate, any provision
   affecting Pass Through Certificates not yet issued, including to make
appropriate provisions for an AMR Guarantee;                      

    - evidence the succession of another entity to American and the assumption
    by such entity of American's obligations under the Basic Agreement and
      any Trust Supplement, any Note Purchase Agreement and any intercreditor,
       subordination or like agreement or any liquidity facility or other credit
    enhancement agreement or, if applicable, to evidence the succession of
another entity to AMR and the assumption by such entity of AMR's  
obligations under any AMR Guarantee;                              

     - add to the covenants of American or AMR for the benefit of the holders of
   a series of Pass Through Certificates or surrender any right or power
      conferred upon American or AMR in the Basic Agreement, any Note Purchase
    Agreement or any intercreditor, subordination or like agreement or any
liquidity facility or other credit enhancement agreement or AMR   
Guarantee;                                                        

   - cure any ambiguity or correct any mistake or inconsistency contained in
   the Pass Through Certificates of any series, the Basic Agreement, any
 Trust Supplement, any Note Purchase Agreement or any intercreditor,
       subordination or like agreement or any liquidity facility or other credit
enhancement agreement or any AMR Guarantee;                       

    - make or modify any other provisions with respect to matters or questions
  arising under the Pass Through Certificates of any series, the Basic
 Agreement, any Trust Supplement, any Note Purchase Agreement or any
      intercreditor, subordination or like agreement or any liquidity facility
       or other credit enhancement agreement or any AMR Guarantee as the Company
    may deem necessary or desirable and that will not materially adversely
affect the interests of the holders of the series of Pass Through 
Certificates issued under such Trust Supplement;                  

    - comply with any requirement of the Commission, any applicable law, rules
  or regulations of any exchange or quotation system on which any Pass
Through Certificates may be listed or of any regulatory body;     

    - modify, eliminate or add to the provisions of the Basic Agreement or any
      intercreditor, subordination or like agreement or any liquidity facility
      or other credit enhancement agreement or any AMR Guarantee to the extent
      necessary to continue or obtain the qualification of the Basic Agreement
      (including any supplemental agreement) or any such agreement or facility
      or other agreement or any AMR Guarantee under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act") and add to the Basic 
    Agreement or any intercreditor, subordination or like agreement or any
 liquidity facility or other credit enhancement agreement such other
  provisions as may be expressly permitted by the Trust Indenture Act;

   - provide for a successor Trustee for some or all of the Trusts or add to
  or change any provision of the Basic Agreement or any intercreditor,
       subordination or like agreement or any liquidity facility or other credit
       enhancement agreement or any AMR Guarantee as necessary to facilitate the
    administration of the Trusts thereunder by more than one Trustee or to
    provide multiple liquidity facilities or other credit enhancements for
any Trust or Trusts;                                              

- provide certain information to the Trustee as required in the Basic 
Agreement;                                                        

   - add to or change the Pass Through Certificates of any series, the Basic
       Agreement and any Trust Supplement to facilitate the issuance of any Pass
    Through Certificates of such series in bearer form or to facilitate or
      provide for the issuance of any Pass Through Certificates of such series
       in global form in addition to or in place of Pass Through Certificates of
such series in certificated form;                                 

   - provide for the delivery of Pass Through Certificates or any supplement
      to the Basic Agreement in or by means of any computerized, electronic or
other medium, including computer diskette;                        

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- correct or supplement the description of any property of any Trust; 

  - modify, eliminate or add to the provisions of the Basic Agreement, any
      applicable Trust Supplement or any applicable Note Purchase Agreement to
     reflect the substitution of a substitute aircraft for any Aircraft; and

- make any other amendments or modifications to the Basic Agreement,  
       provided such amendments or modifications will only apply to Pass Through
Certificates of one or more series to be issued thereafter;       

provided, however, that unless we tell you otherwise in the applicable          
Prospectus Supplement, unless there shall have been obtained from certain rating
agencies written confirmation that such supplement would not result in a        
reduction of the then current rating for Pass Through Certificates of the       
relevant Trust or a withdrawal or suspension of the rating of any class of Pass 
Through Certificates, American shall provide the Trustee of the relevant Trust  
with an opinion of counsel to the effect that such supplement will not cause    
such Trust to be treated as other than a grantor trust for U.S. federal income  
tax purposes unless an Event of Default shall have occurred and be continuing,  
in which case such opinion shall be to the effect that such supplement will not 
cause such Trust to become an association taxable as a corporation for U.S.     
federal income tax purposes.                                                    

  The Basic Agreement also contains provisions permitting American and the
Trustee of each Trust, with the consent of the Certificateholders of such Trust 
evidencing fractional undivided interests aggregating not less than a majority  
in interest of such Trust and, in the case of Leased Aircraft, with the consent 
of the Owner Trustee, to execute supplemental agreements adding any provisions  
to or changing or eliminating any of the provisions of the Basic Agreement, to  
the extent relating to such Trust, the applicable Trust Supplement or any       
applicable intercreditor, subordination or like agreement or any liquidity      
facility or other credit enhancement agreement, or modifying the rights of such 
Certificateholders, except that no such supplemental agreement may, without the 
consent of the holder of each such Pass Through Certificate so affected, (a)    
reduce in any manner the amount of, or delay the timing of, any receipt by the  
Trustee of payments on the Equipment Notes held in such Trust, or distributions 
in respect of any Pass Through Certificate of such Trust, or change any date or 
place of payment or change the coin or currency in which such Pass Through      
Certificate is payable, other than that provided for in such Pass Through       
Certificate, or impair the right of any Certificateholder of such Trust to      
institute suit for the enforcement of any such payment when due, (b) permit the 
disposition of any Equipment Note held in such Trust, except as provided in the 
Basic Agreement or the applicable Trust Supplement or in any intercreditor,     
subordination or like agreement or any liquidity facility or other credit       
enhancement agreement, (c) alter the priority of distributions specified in the 
relevant intercreditor agreement, if any, in a manner materially adverse to the 
holders of Pass Through Certificates of such series, or (d) reduce the          
percentage of the aggregate fractional undivided interests of the Trust provided
for in the Basic Agreement or the applicable Trust Supplement, the consent of   
the holders of which is required for any such supplemental agreement or for any 
waiver provided for in the Basic Agreement or such Trust Supplement.            

MODIFICATION OF INDENTURE AND RELATED AGREEMENTS                                

 The Prospectus Supplement will specify the Trustee's obligations in the
event that the Trustee, as the holder of any Equipment Notes held in a Trust,   
receives a request for its consent to any amendment or modification of or waiver
under the Indenture or other documents relating to such Equipment Notes         
(including any Lease with respect to Leased Aircraft Notes).                    

TERMINATION OF THE TRUSTS                                                       

  The obligations of American and the Trustee with respect to a Trust will
terminate upon the distribution to Certificateholders of such Trust of all      
amounts required to be distributed to them pursuant to the Basic Agreement and  
the applicable Trust Supplement and the disposition of all property held in such
Trust. The Trustee will mail to each Certificateholder of record of such Trust  
notice of the termination of such Trust, the amount of the proposed final       
payment and the proposed date for the                                           

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distribution of such final payment for such Trust. The final distribution to any
Certificateholder of such Trust will be made only upon surrender of such        
Certificateholder's Pass Through Certificates at the office or agency of the    
Trustee specified in such notice of termination.                                

DELAYED PURCHASE OF EQUIPMENT NOTES                                             

   In the event that, on the issuance date of any Pass Through Certificates,
all of the proceeds from the sale of such Pass Through Certificates are not used
to purchase the Equipment Notes contemplated to be held in the related Trust,   
such Equipment Notes may be purchased by the Trustee at any time on or prior to 
the date specified in the applicable Prospectus Supplement. In such event, the  
proceeds from the sale of such Pass Through Certificates not used to purchase   
Equipment Notes will be held under an arrangement described in the applicable   
Prospectus Supplement. Such an arrangement may include, without limitation, (1) 
the investment of such proceeds by the Trustee in specified permitted           
investments; (2) the deposit of such proceeds in a deposit or escrow account    
held by a separate depositary or escrow agent; (3) the purchase by the Trustee  
of debt instruments issued on an interim basis by American; or (4) the purchase 
of Leased Aircraft Notes or Owned Aircraft Notes issued prior to the purchase of
Leased Aircraft or the delivery of Owned Aircraft, as the case may be. Any such 
debt instrument may be secured by a collateral account or other security or     
property described in the applicable Prospectus Supplement. The arrangements    
with respect to the payment of interest on funds so held will be described in   
the applicable Prospectus Supplement. If any such proceeds are not subsequently 
utilized to purchase Equipment Notes by the relevant date specified in the      
applicable Prospectus Supplement, including by reason of a casualty to one or   
more Aircraft, such proceeds will be returned to the holders of such Pass       
Through Certificates.                                                           

MERGER, CONSOLIDATION AND TRANSFER OF ASSETS                                    

 American will be prohibited from consolidating with or merging into any
other entity or transferring substantially all of its assets as an entirety to  
any other entity unless, in the case of a merger or consolidation where American
is not the surviving entity or in the case of the transfer of substantially all 
of American's assets, the successor or transferee entity shall be organized and 
existing under the laws of the United States or any State or the District of    
Columbia and shall expressly assume all the obligations of American contained in
the Basic Agreement.                                                            

THE TRUSTEE                                                                     

  Unless otherwise provided in the Prospectus Supplement for any series of
Pass Through Certificates, State Street Bank and Trust Company of Connecticut,  
National Association, will be the Trustee for each of the Trusts. With certain  
exceptions, the Trustee will make no representations as to the validity or      
sufficiency of the Basic Agreement, the Trust Supplements, the Pass Through     
Certificates, the Equipment Notes, the Indentures, the Leases, if any, or other 
related documents. The Trustee will not be liable with respect to any series of 
Pass Through Certificates for any action taken or omitted to be taken by it in  
good faith in accordance with the direction of the holders of a majority in face
amount of outstanding Pass Through Certificates of such series issued under the 
Basic Agreement. Subject to such provisions, such Trustee will be under no      
obligation to exercise any of its rights or powers under the Basic Agreement at 
the request of any holders of Pass Through Certificates issued thereunder unless
they have offered to the Trustee reasonable security or indemnity against the   
costs, expenses and liabilities which might be incurred by the Trustee in       
exercising such rights or powers. The Basic Agreement provides that the Trustee 
in its individual or any other capacity may acquire and hold Pass Through       
Certificates issued thereunder and, subject to certain conditions, may otherwise
deal with AMR and American and, with respect to the Leased Aircraft, with any   
Owner Trustee and Owner Participant with the same rights it would have if it    
were not the Trustee.                                                           

  Unless otherwise provided in the Prospectus Supplement for any series of
Pass Through Certificates, State Street Bank and Trust Company of Connecticut,  
National Association, will also be the Loan Trustee of the Indentures under     
which the Equipment Notes are issued. It also serves as indenture trustee and as
pass through trustee in numerous other aircraft financing transactions involving
American.                                                                       

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The Trustee may resign with respect to any or all of the Trusts at any
time, in which event American will be obligated to appoint a successor trustee. 
If the Trustee ceases to be eligible to continue as Trustee with respect to a   
Trust or becomes incapable of acting as Trustee or becomes insolvent, American  
may remove such Trustee, or any holder of Pass Through Certificates of such     
Trust for at least six months may, on behalf of itself and all others similarly 
situated, petition any court of competent jurisdiction for the removal of such  
Trustee and the appointment of a successor trustee. Any resignation or removal  
of the Trustee with respect to a Trust and appointment of the successor trustee 
for such Trust does not become effective until acceptance of the appointment by 
the successor trustee. Pursuant to such resignation and successor trustee       
provisions, it is possible that a different trustee could be appointed to act as
the successor trustee with respect to each Trust. All references in this        
Prospectus to the Trustee are to the trustee acting in such capacity under each 
of the Trusts and should be read to take into account the possibility that each 
of the Trusts could have a different successor trustee in the event of such a   
resignation or removal.                                                         

    The Basic Agreement provides that American will pay the Trustee's fees and
expenses and indemnify the Trustee against certain liabilities. In certain      
circumstances, the Trustee will have a priority claim on the related Trust      
Property to the extent such fees, expenses or indemnities are not paid.         

DESCRIPTION OF THE EQUIPMENT NOTES

     The following description is a summary of certain terms that we expect will
be common to all Equipment Notes. Where no distinction is made between the      
Leased Aircraft Notes and the Owned Aircraft Notes or between their respective  
Indentures, such statements refer to any Equipment Notes and any Indenture. Most
of the financial terms and other specific terms of any series of Equipment Notes
will be described in a Prospectus Supplement to be attached to this Prospectus. 
Since the terms of the specific Equipment Notes may differ from the general     
information provided below, you should rely on the information in the Prospectus
Supplement instead of the information in this Prospectus if the information in  
the Prospectus Supplement is different from the information below.              

    Because the following description is a summary, it does not describe every
aspect of the Equipment Notes, and it is subject to and qualified in its        
entirety by reference to all the provisions of the applicable Equipment Notes,  
Indentures, Leases, Note Purchase Agreements, trust agreements, participation   
agreements, intercreditor and subordination agreements, liquidity facilities or 
other credit enhancement arrangements and other agreements and arrangements     
relating to any series of Equipment Notes.                                      

Additional provisions with respect to the Equipment Notes and the     
associated aircraft financing transactions will be described in the applicable  
Prospectus Supplement. To the extent that any provision in any Prospectus       
Supplement is inconsistent with any provision in this summary, the provision in 
such Prospectus Supplement will control.                                        

GENERAL                                                                         

     The Equipment Notes will be issued under Indentures between (a) in the case
of Owned Aircraft Notes, the related Loan Trustee and American or (b) in the    
case of Leased Aircraft Notes, the related Loan Trustee and the Owner Trustee of
a trust for the benefit of the Owner Participant who is the beneficial owner of 
such Leased Aircraft.                                                           

   American's obligations under each Indenture relating to an Owned Aircraft
and under the related Owned Aircraft Notes will be direct obligations of        
American. All of the Owned Aircraft Notes issued under the same Indenture will  
relate to, and will be secured by, one or more specific Owned Aircraft and,     
unless otherwise specified in the applicable Prospectus Supplement, will not be 
secured by any other Aircraft.                                                  

The Leased Aircraft Notes will be nonrecourse obligations of the Owner
Trustee. All of the Leased Aircraft Notes issued under the same Indenture will  
relate to and will be secured by one or more specific Leased Aircraft and,      
unless otherwise specified in the applicable Prospectus Supplement, will not be 

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secured by any other Aircraft. In each case, the Owner Trustee will lease the   
related Leased Aircraft to American pursuant to a separate Lease between such   
Owner Trustee and American.                                                     

Equipment Notes may be issued pursuant to delayed aircraft financing  
arrangements, such as the following:                                            

   - The Owner Trustee may issue Leased Aircraft Notes prior to the purchase
      of the related Leased Aircraft by such Owner Trustee or the commencement
of the related Leases.                                            

  - American may issue Owned Aircraft Notes prior to the expected delivery
date of the related Owned Aircraft.                               

The applicable Prospectus Supplement will describe any such delayed   
aircraft financing arrangements, including any arrangements for the             
collateralization of any such Leased Aircraft Notes or Owned Aircraft Notes with
cash, permitted investments or other property, and any depositary or escrow     
arrangement pursuant to which the proceeds from the sale of such Leased Aircraft
Notes or Owned Aircraft Notes will be deposited with a third party depositary or
escrow agent.                                                                   

    If the anticipated aircraft financing transactions have not been completed
by the relevant date specified in the applicable Prospectus Supplement,         
including by reason of a casualty to one or more Aircraft, such Leased Aircraft 
Notes or Owned Aircraft Notes will be prepaid at the price specified in such    
Prospectus Supplement. Alternatively, if the Lease related to any such Leased   
Aircraft Notes has not commenced by such relevant date, if so specified in the  
applicable Prospectus Supplement, American at its option may convert the        
proposed leveraged lease financing into a type of financing available for Owned 
Aircraft and such Leased Aircraft Notes (with certain modifications) will become
Owned Aircraft Notes.                                                           

   Upon the commencement of the Lease for any Leased Aircraft, American will
be obligated to make or cause to be made rental payments under such Lease that  
will be sufficient to pay the principal of and accrued interest on the related  
Leased Aircraft Notes when due, subject to some limited exceptions. The Leased  
Aircraft Notes will not be direct obligations of, or guaranteed by, American.   
American's rental obligations under each Lease, however, will be general        
obligations of American.                                                        

   If specified in a Prospectus Supplement, American will have the right (a)
to arrange a sale and leaseback of one or more Owned Aircraft referred to in    
such Prospectus Supplement and the assumption, on a non-recourse basis, of the  
related Owned Aircraft Notes by an Owner Trustee or (b) to substitute other     
aircraft, cash or U.S. government securities or a combination thereof in place  
of the Owned Aircraft securing the related Owned Aircraft Notes. The terms and  
conditions of any such sale and leaseback or substitution will be described in  
the applicable Prospectus Supplement.                                           

     The applicable Prospectus Supplement will describe any special financing or
refinancing arrangements with respect to any Aircraft, including whether a      
separate trust or other entity will issue notes secured by Leased Aircraft      
Notes.                                                                          

PRINCIPAL AND INTEREST PAYMENTS                                                 

    Interest received by the Trustee on the Equipment Notes held in each Trust
will be passed through to the Certificateholders of such Trust on the dates and 
at the rate per annum set forth in the applicable Prospectus Supplement until   
the final distribution date for such Trust. The Equipment Notes may bear        
interest at a fixed or a floating rate or may be issued at a discount. Principal
payments received by the Trustee on the Equipment Notes held in each Trust will 
be passed through to the Certificateholders of such Trust in scheduled amounts  
on the dates set forth in the applicable Prospectus Supplement until the final  
distribution date for such Trust. Payments on the Equipment Notes, and          
distributions to Certificateholders, may be subject to the terms of any         
intercreditor, subordination or similar agreement or arrangement.               

    If any date scheduled for any payment of principal of, premium, if any, or
interest on the Equipment Notes is not a business day, such payment may be made 
on the next succeeding business day without any additional interest, unless     
otherwise provided in the applicable Prospectus Supplement.                     

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REDEMPTION                                                                      

The applicable Prospectus Supplement will describe the circumstances, 
whether voluntary or involuntary, under which the related Equipment Notes will  
or may be redeemed or purchased prior to the stated maturity thereof, whether in
whole or in part, the premium, if any, applicable to certain redemptions or     
purchases and other terms applying to such redemptions or purchases.            

SECURITY                                                                        

    The Owned Aircraft Notes will be secured by a security interest granted by
American to the related Loan Trustee in the related Owned Aircraft. Under the   
terms of each Owned Aircraft Indenture, American will be obligated, among other 
things, to pay all costs of operating and maintaining such Aircraft.            

The Leased Aircraft Notes will be secured by:                         

     - an assignment by the related Owner Trustee to the related Loan Trustee of
       such Owner Trustee's rights (except for certain limited rights, including
  those described below) under the Lease or Leases with respect to the
      related Leased Aircraft, including the right to receive payments of rent
thereunder; and                                                   

     - a security interest granted by such Owner Trustee to such Loan Trustee in
  such Aircraft, subject to the rights of American under such Lease or
       Leases, and other property or rights, if any, described in the applicable
Prospectus Supplement.                                            

 Unless and until an Indenture Event of Default with respect to a Leased
Aircraft has occurred and is continuing, the Loan Trustee may exercise only     
limited rights of the Owner Trustee under the related Lease. The assignment by  
the Owner Trustee to the Loan Trustee of its rights under the related Lease will
exclude, among other things, rights of such Owner Trustee and the related Owner 
Participant relating to indemnification by American for certain matters,        
insurance proceeds payable to such Owner Trustee in its individual capacity and 
to such Owner Participant under liability insurance maintained by American under
such Lease or by such Owner Trustee or such Owner Participant, insurance        
proceeds payable to such Owner Trustee in its individual capacity or to such    
Owner Participant under certain casualty insurance maintained by such Owner     
Trustee or such Owner Participant, any rights of such Owner Participant or such 
Owner Trustee to enforce payment of the foregoing amounts and certain           
reimbursement payments made by American to such Owner Trustee.                  

    American's obligations in respect of each Leased Aircraft will be those of
a lessee under a "net lease." Accordingly, American will be obligated, among    
other things, to pay all costs of operating and maintaining such Aircraft.      

 The Prospectus Supplement will describe the required insurance coverage
with respect to the Aircraft.                                                   

 Unless otherwise specified in the applicable Prospectus Supplement, the
Equipment Notes will not be cross-collateralized and consequently the Equipment 
Notes issued in respect of any one Aircraft will not be secured by any of the   
other Aircraft (or any of the other security related thereto, including, in the 
case of Leased Aircraft Notes, the Lease related to any other Aircraft).        

Unless otherwise specified in the applicable Prospectus Supplement,   
American will be permitted to register an Aircraft in certain jurisdictions     
outside the United States, subject to certain conditions specified in the       
related Indenture or the related Lease, as the case may be. These conditions may
include a requirement that the laws of the new jurisdiction of registration will
give effect to the lien of and the security interest created by the related     
Indenture or the related Lease in the applicable Aircraft. American also will be
permitted, subject to certain limitations, to lease any Aircraft to any United  
States certificated air carrier or to certain foreign air carriers. In addition,
subject to certain limitations, American will be permitted to transfer          
possession of any Aircraft other than by lease, including transfers of          
possession by American or any lessee in connection with certain interchange and 
pooling arrangements, "wet leases" and transfers in connection with maintenance 
or modifications and transfers to certain governments or any                    

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instrumentalities or agencies thereof. Unless otherwise specified in the        
applicable Prospectus Supplement, there will be no general geographical         
restrictions on American's (or any lessee's) ability to operate Aircraft. The   
extent to which the relevant Loan Trustee's lien will be recognized in an       
Aircraft if such Aircraft is located in certain countries is uncertain. In      
addition, any exercise of the right to repossess an Aircraft may be difficult,  
expensive and time consuming, particularly when such Aircraft is located outside
the United States or has been registered in a foreign jurisdiction or leased to 
a foreign operator, and may be subject to the limitations and requirements of   
applicable law, including the need to obtain consents or approvals for          
deregistration or re-export of the Aircraft, which may be subject to delays and 
political risk. When a defaulting lessee or other permitted transferee is the   
subject of a bankruptcy, insolvency or similar event such as protective         
administration, additional limitations may apply.                               

   Funds, if any, held from time to time by the Loan Trustee with respect to
any Aircraft, including funds held as the result of an event of loss to such    
Aircraft or termination of the Lease, if any, relating thereto, will be invested
and reinvested by such Loan Trustee, at the direction of American (except, with 
respect to a Leased Aircraft, in the case of a Lease Event of Default under the 
applicable Lease or, with respect to an Owned Aircraft, in the case of an       
Indenture Event of Default under the applicable Indenture), in investments      
described in the related Indenture. American will pay the amount of any net loss
resulting from any such investment directed by it.                              

     In the case of Chapter 11 bankruptcy proceedings in which an air carrier is
a debtor, Section 1110 of the U.S. Bankruptcy Code ("Section 1110") provides    
special rights to lessors and holders of security interests with respect to     
"equipment" (as defined in Section 1110). Under Section 1110, the right of such 
financing parties to take possession of such equipment in compliance with the   
provisions of a lease or security agreement is not affected by any other        
provision of the U.S. Bankruptcy Code or any power of the bankruptcy court. Such
right to take possession may not be exercised for 60 days following the date of 
commencement of the reorganization proceedings. Thereafter, such right to take  
possession may be exercised during such proceedings unless, within the 60-day   
period or any longer period consented to by the relevant parties, the debtor    
agrees to perform its future obligations and cures all existing and future      
defaults on a timely basis. Defaults resulting solely from the financial        
condition, bankruptcy, insolvency or reorganization of the debtor need not be   
cured.                                                                          

   "Equipment" is defined in Section 1110, in part, as an aircraft, aircraft
engine, appliance or spare part (as defined in Section 40102 of Title 49 of the 
United States Code) that is subject to a security interest granted by, or that  
is leased to, a debtor that, at the time such transaction is entered into, holds
an air carrier operating certificate issued by the Secretary of Transportation  
pursuant to Chapter 447 of Title 49 of the United States Code for aircraft      
capable of carrying ten or more individuals or 6,000 pounds or more of cargo.   

  The Prospectus Supplement for each offering of Pass Through Certificates
will discuss the availability of Section 1110 with respect to the related       
Aircraft.                                                                       

ADDITIONAL NOTES                                                                

   Under certain circumstances and conditions as described in the applicable
Prospectus Supplement, American may issue and sell, in the case of an Owned     
Aircraft, or cause the Owner Trustee to issue and sell, in the case of a Leased 
Aircraft, additional Equipment Notes (the "Additional Notes") relating to such  
Aircraft, including for the purpose of financing certain modifications,         
alterations, additions, improvements or replacement parts to or for such        
Aircraft. The terms, conditions and designations of such Additional Notes will  
be set forth in a supplement to the related Indenture.                          

PAYMENTS AND LIMITATION OF LIABILITY                                            

Each Leased Aircraft will be leased by the related Owner Trustee to   
American for a term expiring on a date not earlier than the latest maturity date
of the Leased Aircraft Notes issued with respect to such Leased Aircraft, unless
previously terminated as permitted by the terms of the related Lease. The basic 
rent and certain other payments by American under each such Lease will be       
assigned by the Owner                                                           

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Trustee under the related Indenture to the related Loan Trustee to provide the  
funds necessary to pay principal of and interest due from such Owner Trustee on 
the Leased Aircraft Notes issued under such Indenture. In certain cases, the    
rent and other mandatory payments under a Lease may be adjusted, but each Lease 
will provide that under no circumstances will rent and other mandatory payments 
by American be less than the scheduled payments of principal and interest on the
related Leased Aircraft Notes. The balance of any basic rent payments under each
Lease, after payment of amounts due on the Leased Aircraft Notes issued under   
the Indenture relating to such Lease, will be paid over to the related Owner    
Trustee. American's obligation to pay rent and to cause other payments to be    
made under each Lease will be general obligations of American.                  

 Except when American purchases a Leased Aircraft and assumes the Leased
Aircraft Notes related thereto, the Leased Aircraft Notes will not be           
obligations of, or guaranteed by, American. Neither the Owner Trustee nor the   
Owner Participant nor the Loan Trustee will be personally liable to any holder  
of any Leased Aircraft Notes for any amounts payable thereunder, or, except as  
provided in the Indenture relating thereto in the case of the Owner Trustee and 
the Loan Trustee, for any liability under such Indenture. Except when American  
has assumed any Leased Aircraft Notes, all amounts payable under any Leased     
Aircraft Notes (other than payments made in connection with an optional         
redemption or purchase of Leased Aircraft Notes by the related Owner Trustee or 
the related Owner Participant) will be made only from the assets subject to the 
lien of the Indenture with respect to such Aircraft and their proceeds          
(including rent payable by American under the Lease with respect to such Leased 
Aircraft), or from any applicable liquidity facility or other credit enhancement
arrangement.                                                                    

  American's obligations under each Owned Aircraft Indenture and under the
Owned Aircraft Notes will be general obligations of American.                   

DEFEASANCE OF THE INDENTURES AND THE EQUIPMENT NOTES IN CERTAIN CIRCUMSTANCES   

 Unless otherwise specified in the applicable Prospectus Supplement, the
obligations under the applicable Indenture of, with respect to any Leased       
Aircraft Notes, the related Owner Trustee or, with respect to any Owned Aircraft
Notes, American will be deemed to have been discharged (except for certain      
obligations, including the obligations to register the transfer or exchange of  
Equipment Notes, to replace stolen, lost, destroyed or mutilated Equipment Notes
and to maintain paying agencies and hold money for payment in trust) on the date
of irrevocable deposit with the related Loan Trustee of money or certain        
obligations of the United States or any agency or instrumentality thereof the   
payment of which is backed by the full faith and credit of the United States    
which, through the payment of principal and interest in respect thereof in      
accordance with their terms, will provide money in an aggregate amount          
sufficient to pay when due (including as a consequence of redemption in respect 
of which notice is given on or prior to the date of such deposit) principal of, 
premium, if any, and interest on all Equipment Notes issued thereunder in       
accordance with the terms of such Indenture. Such discharge may occur only if,  
among other things, there has been a change in federal tax law as in effect on  
the date of this Prospectus or there has been published by the Internal Revenue 
Service a ruling to the effect that holders of such Equipment Notes will not    
recognize income, gain or loss for federal income tax purposes as a result of   
such deposit, defeasance and discharge and will be subject to federal income tax
on the same amounts and in the same manner and at the same times as would have  
been the case if such deposit, defeasance and discharge had not occurred.       

     Upon such defeasance, or upon payment in full of the principal of, premium,
if any, and interest on all Equipment Notes issued under any Indenture on the   
maturity date therefor or deposit with the applicable Loan Trustee of money     
sufficient therefor no earlier than one year prior to the date of such maturity,
the holders of such Equipment Notes will have no beneficial interest in or other
rights with respect to the related Aircraft or other assets subject to the lien 
of such Indenture and such lien will terminate.                                 

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ASSUMPTION OF OBLIGATIONS BY AMERICAN                                           

  If specified in the applicable Prospectus Supplement with respect to any
Leased Aircraft, American may purchase such Leased Aircraft prior to the end of 
the term of the related Lease and, in connection with such purchase, may assume 
on a full recourse basis all of the obligations of the Owner Trustee (other than
its obligations in its individual capacity) under the Indenture with respect to 
such Aircraft, including the obligations to make payments in respect of the     
related Leased Aircraft Notes. In such event, certain relevant provisions of the
related Lease, including (among others) provisions relating to maintenance,     
possession and use of the related Aircraft, liens, insurance and events of      
default will be incorporated into such Indenture, and the Leased Aircraft Notes 
issued under such Indenture will continue to be outstanding and secured by such 
Aircraft. The terms and conditions of any such assumption will be described in  
the applicable Prospectus Supplement.                                           

OWNER PARTICIPANT; REVISIONS TO AGREEMENTS                                      

If specified in the applicable Prospectus Supplement, at the time Pass
Through Certificates are issued, American may still be seeking Owner            
Participants with respect to the trusts relating to certain of the Aircraft.    
American or an affiliate will hold the beneficial interest under the trust      
agreement relating to each such Aircraft until the date upon which a prospective
Owner Participant commits to participate in the purchase price of such Aircraft.
Any outside limit on such date will be specified in the applicable Prospectus   
Supplement. American or its affiliate will transfer to such Owner Participant on
such date American's or such affiliate's beneficial interest under such trust   
agreement. Such prospective Owner Participants may request revisions to the     
participation agreement, Lease, trust agreement and Indenture so that the terms 
of such agreements applicable to these Aircraft may differ from the description 
of such agreements contained in the applicable Prospectus Supplement. Such      
Prospectus Supplement will describe the extent to which such terms can be varied
at the request of prospective Owner Participants.                               

CREDIT ENHANCEMENTS 

RANKING; CROSS-SUBORDINATION                                                    

Some of the Equipment Notes related to a specific Aircraft may be     
subordinated and junior in right of payment to other Equipment Notes or other   
debt related to the same or certain related Aircraft. In such event, the        
applicable Prospectus Supplement will describe the terms of such subordination, 
including the priority of distributions among such classes of Equipment Notes,  
the ability of each such class of Equipment Notes to exercise remedies with     
respect to the relevant Aircraft (and, if such Aircraft are Leased Aircraft, the
Leases) and certain other intercreditor terms and provisions.                   

    The Equipment Notes issued under an Indenture may be held in more than one
Trust, and a Trust may hold Equipment Notes issued under more than one related  
Indenture. Unless otherwise described in a Prospectus Supplement, however, only 
Equipment Notes having the same priority of payment may be held in the same     
Trust. A Trust that holds Equipment Notes that are junior in payment priority to
the Equipment Notes held in another related Trust formed as part of the same    
offering of Pass Through Certificates as a practical matter will be subordinated
to such latter Trust. In addition, the Trustees on behalf of one or more Trusts 
may enter into an intercreditor or subordination agreement that establishes     
priorities among series of Pass Through Certificates or provides that           
distributions on the Pass Through Certificates will be made to the              
Certificateholders of a certain Trust or Trusts before they are made to the     
Certificateholders of one or more other Trusts. For example, such an agreement  
may provide that payments made to a Trust on account of a subordinate class of  
Equipment Notes issued under one Indenture may be subordinated to the prior     
payment of all amounts owing to Certificateholders of a Trust that holds senior 
Equipment Notes issued under that Indenture or any related Indentures.          

   The applicable Prospectus Supplement will describe any such intercreditor
or subordination agreement or arrangements and the relevant cross-subordination 
provisions. Such description will specify the percentage of Certificateholders  
under any Trust that is permitted to (1) grant waivers of defaults under        

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any related Indenture, (2) consent to the amendment or modification of any      
related Indenture or (3) direct the exercise of remedies under any related      
Indenture. Payments made on account of the Pass Through Certificates of a       
particular series also may be subordinated to the rights of the provider of any 
Liquidity Facility described below.                                             

LIQUIDITY FACILITY                                                              

The applicable Prospectus Supplement may provide that a "Liquidity    
Facility" will support, insure or guarantee one or more payments of principal,  
premium, if any, or interest on the Equipment Notes of one or more series, or   
one or more distributions in respect of the Pass Through Certificates of one or 
more series. A Liquidity Facility may include a letter of credit, a bank        
guarantee, a revolving credit agreement, an insurance policy, surety bond or    
financial guarantee, or any other type of agreement or arrangement for the      
provision of insurance, a guarantee or other credit enhancement or liquidity    
support. In addition, if any Equipment Notes bear interest at a floating rate,  
there may be a cap or swap agreement or other arrangement in case the interest  
rate becomes higher than is covered by the Liquidity Facility. The institution  
or institutions providing any Liquidity Facility will be identified in the      
applicable Prospectus Supplement. Unless otherwise provided in the applicable   
Prospectus Supplement, the provider of any Liquidity Facility will have a senior
claim on the assets securing the affected Equipment Notes and on the Trust      
Property of the affected Trusts.                                                

GUARANTEE OF AMR CORPORATION                                                    

     Our parent, AMR Corporation, may guarantee unconditionally, with respect to
Leased Aircraft, the full and prompt payment of any or all amounts payable by us
under the related Leases when and as such amounts become due and payable and,   
with respect to Owned Aircraft, the full and prompt payment of principal of,    
premium, if any, and interest on the related Owned Aircraft Notes, when and as  
such amounts become due, whether by acceleration or otherwise. If AMR Guarantees
such obligations, we will tell you in the applicable Prospectus Supplement and  
describe the terms of the guarantee in the applicable Prospectus Supplement.    
Unless we tell you otherwise in the applicable Prospectus Supplement, such      
guarantee will be enforceable without any need to first enforce any related     
Lease or any related Owned Aircraft Note against American, and will be an       
unsecured obligation of AMR.                                                    

CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

   The following is a general discussion of the principal federal income tax
consequences of the purchase, ownership and disposition of Pass Through         
Certificates with respect to a Certificate Owner that purchases Pass Through    
Certificates in the initial offering thereof at the offering price set forth in 
the applicable Prospectus Supplement and holds such Pass Through Certificates as
capital assets. This discussion should be read in conjunction with any          
additional discussion of federal income tax consequences included in the        
applicable Prospectus Supplement. The discussion is based on laws, regulations, 
rulings and decisions in effect as of the date hereof, all of which are subject 
to change, possibly with retroactive effect, or different interpretation. The   
discussion does not address all of the federal income tax consequences that may 
be relevant to all Certificate Owners in light of their particular circumstances
(including, for example, any special rules applicable to tax-exempt             
organizations, broker-dealers, insurance companies and foreign investors). The  
statements of law and legal conclusion set forth herein are based upon the      
opinion of Debevoise & Plimpton, counsel to American. Persons considering an    
investment in the Pass Through Certificates should consult their own tax        
advisors regarding the federal, state, local and any other tax consequences to  
them of the purchase, ownership and disposition of Pass Through Certificates in 
light of their own particular circumstances. The Trusts are not indemnified for 
any federal income taxes or, with certain exceptions, other taxes that may be   
imposed upon them, and the imposition of any such taxes on a Trust could result 
in a reduction in the amounts available for distribution to the Certificate     
Owners of such Trust.                                                           

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TAX STATUS OF THE TRUSTS                                                        

The Trusts will not be classified as associations (or publicly traded 
partnerships) taxable as corporations for federal income tax purposes and will  
not be subject to federal income tax. Except to the extent discussed in the     
applicable Prospectus Supplement, although there is no authority addressing the 
classification of entities that are similar to the Trusts in all respects, based
upon an interpretation of analogous authorities, each Trust should be classified
as a grantor trust for federal income tax purposes. The discussion below assumes
that the Trusts will be classified as grantor trusts and that each Trust will   
file federal income tax returns and report to investors on the basis that it is 
a grantor trust.                                                                

TAXATION OF CERTIFICATE HOLDERS GENERALLY                                       

     Each Certificate Owner will be treated as the owner of a pro rata undivided
interest in each Equipment Note and any other property held in the related Trust
and will be required to report on its federal income tax return its pro rata    
share of the entire income from each of the Equipment Notes and any other       
property held in the related Trust, in accordance with such Certificate Owner's 
method of accounting. A Certificate Owner using the cash method of accounting   
must take into account its pro rata share of income as and when received by the 
Trustee. A Certificate Owner using an accrual method of accounting must take    
into account its pro rata share of income as it accrues or is received by the   
Trustee, whichever is earlier.                                                  

SALES OF PASS THROUGH CERTIFICATES                                              

  A Certificate Owner that sells a Pass Through Certificate will recognize
capital gain or loss (in the aggregate) equal to the difference between the     
amount realized on the sale (except to the extent attributable to accrued       
interest, which will be taxable as interest income if not previously included in
income) and such Certificate Owner's adjusted tax basis in the Pass Through     
Certificate. Any such gain or loss generally will be long-term capital gain or  
loss if the Pass Through Certificate was held for more than one year (except to 
the extent attributable to any property held by the related Trust for one year  
or less). Any long-term capital gains with respect to the Pass Through          
Certificates are taxable to corporate taxpayers at the rates applicable to      
ordinary income and to individual taxpayers at a maximum rate of 20%. Any       
capital losses will be deductible by corporate taxpayers only to the extent of  
capital gains and by an individual taxpayer only to the extent of capital gains 
plus a limited amount of other income.                                          

BOND PREMIUM                                                                    

A Certificate Owner generally will be considered to have acquired an  
interest in an Equipment Note held in the related Trust at a bond premium to the
extent such Certificate Owner's tax basis allocable to such Equipment Note      
exceeds the remaining principal amount of the Equipment Note allocable to such  
Certificate Owner's Pass Through Certificate. In that event, a Certificate Owner
may, in certain circumstances, be able to amortize that bond premium (generally 
on a constant yield basis) as an offset to interest income with corresponding   
reductions in such Certificate Owner's tax basis in such Equipment Note. Special
rules apply to an Equipment Note that may be called at a redemption premium     
prior to maturity. It is unclear how these rules apply to an Equipment Note when
there is more than one possible call date and the amount of any redemption      
premium is uncertain. Certificate Owners should consult their own tax advisors  
regarding the advisability and consequences of an election to amortize any bond 
premium with respect to the Equipment Notes.                                    

ORIGINAL ISSUE DISCOUNT                                                         

     Except to the extent specified in the applicable Prospectus Supplement, the
Equipment Notes will not be issued with original issue discount unless certain  
aggregation rules set forth in the Treasury regulations apply. Under those      
rules, if one investor purchases Pass Through Certificates issued by more than  
one Trust, certain of that investor's interests in the Equipment Notes in those 
Trusts must in certain circumstances be treated together as a single debt       
instrument, which, for purposes of calculating and                              

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amortizing any original issue discount, has a single issue price, maturity date,
stated redemption price at maturity and yield to maturity. If the aggregation   
rules apply to an investor, such Equipment Notes could be treated with respect  
to such investor as having been issued with original issue discount. Generally, 
a holder of a debt instrument issued with original issue discount that is not de
minimis must include such original issue discount in income for federal income  
tax purposes as it accrues, in advance of the receipt of the cash attributable  
to such income, under a method that takes into account the compounding of       
interest. Certificate Owners should consult their own tax advisors regarding the
aggregation rules.                                                              

BACKUP WITHHOLDING                                                              

   Payments made on Pass Through Certificates, and proceeds from the sale of
Pass Through Certificates to or through certain brokers, may be subject to a    
"backup" withholding tax at a rate of 30% in 2002 and 2003, 29% in 2004 and     
2005, 28% in 2006 through 2010 and 31% thereafter, unless the Certificate Owner 
complies with certain reporting procedures or is exempt from such requirements. 
Any such withheld amounts will be allowed as a credit against the Certificate   
Owner's federal income tax and may entitle such Certificate Owner to a refund if
the required information is furnished to the Internal Revenue Service. Certain  
penalties may be imposed by the Internal Revenue Service on a Certificate Owner 
who is required to supply information but who does not do so in the proper      
manner.                                                                         

CERTAIN CONNECTICUT TAXES 

The Trustee is a national banking association with its corporate trust
office in Connecticut. Bingham Dana LLP, counsel to the Trustee, has advised    
American that, in its opinion, under currently applicable law, assuming that    
each Trust will not be taxable as a corporation for federal income tax purposes,
but, rather, will be classified for such purposes as a grantor trust or as a    
partnership, (i) the Trusts will not be subject to any tax (including, without  
limitation, net or gross income, tangible or intangible property, net worth,    
capital, franchise or doing business tax), fee or other governmental charge     
under the laws of the State of Connecticut or any political subdivision thereof 
and (ii) Certificate Owners that are not residents of or otherwise subject to   
tax in Connecticut will not be subject to any tax (including, without           
limitation, net or gross income, tangible or intangible property, net worth,    
capital, franchise or doing business tax), fee or other governmental charge     
under the laws of the State of Connecticut or any political subdivision thereof 
as a result of purchasing, owning (including receiving payments with respect to)
or selling a Pass Through Certificate. Neither the Trusts nor the Certificate   
Owners will be indemnified for any state or local taxes imposed on them, and the
imposition of any such taxes on a Trust could result in a reduction in the      
amounts available for distribution to the Certificate Owners of such Trust. In  
general, should a Certificate Owner or a Trust be subject to any state or local 
tax that would not be imposed if the Trust were administered in a different     
jurisdiction in the United States or if the Trustee were located in a different 
jurisdiction in the United States, the Trustee will either relocate the         
administration of the Trust to such other jurisdiction or resign and, in the    
event of such a resignation, a new Trustee in such other jurisdiction will be   
appointed.                                                                      

ERISA CONSIDERATIONS

  Unless otherwise indicated in the applicable Prospectus Supplement, Pass
Through Certificates may, subject to certain legal restrictions, be purchased   
and held by an employee benefit plan (a "Plan") subject to Title I of the       
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or an    
individual retirement account or an employee benefit plan subject to section    
4975 of the Internal Revenue Code. A fiduciary of a Plan must determine that the
purchase and holding of a Pass Through Certificate is consistent with its       
fiduciary duties under ERISA and does not result in a non-exempt prohibited     
transaction as defined in Section 406 of ERISA or Section 4975 of the Internal  
Revenue Code. Employee benefit plans which are governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of
ERISA) are not subject to the fiduciary responsibility provisions of ERISA. The 
Certificates may, subject to certain legal restrictions, be purchased and held  
by such plans.                                                                  

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PLAN OF DISTRIBUTION

We may sell Pass Through Certificates from time to time in one or more
transactions. We may sell the Pass Through Certificates of or within any series 
to or through agents, underwriters or dealers or directly to one or more        
purchasers.                                                                     

AGENTS                                                                          

 We may use agents to sell Pass Through Certificates. Unless we tell you
otherwise in the applicable Prospectus Supplement, the agents will agree to use 
their reasonable best efforts to solicit purchases for the period of their      
appointment.                                                                    

UNDERWRITERS                                                                    

   We may sell Pass Through Certificates to underwriters. Unless we tell you
otherwise in the applicable Prospectus Supplement, the underwriters may resell  
those Pass Through Certificates in one or more transactions, including          
negotiated transactions, at a fixed public offering price or at varying prices  
determined at the time of sale. The obligations of the underwriters to purchase 
such Pass Through Certificates will be subject to certain conditions. Each      
underwriter will be obligated to purchase all the Pass Through Certificates     
allocated to it under the underwriting agreement. The underwriters may change   
any initial public offering price and any discounts or concessions they give to 
dealers.                                                                        

DIRECT SALES                                                                    

  We may sell Pass Through Certificates directly to purchasers without the
involvement of underwriters or agents.                                          

OTHER MEANS OF DISTRIBUTION                                                     

   Pass Through Certificates may also be offered and sold, if we so indicate
in the applicable Prospectus Supplement, by one or more firms ("remarketing     
firms") acting as dealers or as agents for American in connection with a        
remarketing of such Pass Through Certificates following their purchase or       
redemption.                                                                     

     If we so indicate in the applicable Prospectus Supplement, we may authorize
agents, underwriters or dealers to solicit offers by certain institutions to    
purchase Pass Through Certificates from American pursuant to delayed delivery   
contracts providing for payment and delivery at a future date.                  

GENERAL INFORMATION                                                             

    Any underwriters, agents or remarketing firms will be identified and their
compensation described in a Prospectus Supplement.                              

     Unless we tell you otherwise in the applicable Prospectus Supplement, we do
not intend to apply for listing of the Pass Through Certificates on a national  
securities exchange.                                                            

We may have agreements with any underwriters, dealers, agents and     
remarketing firms to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933 (the "Act"), or to contribute with 
respect to payments they may be required to make.                               

Any underwriters, dealers, agents and remarketing firms may engage in 
transactions with, or perform services for, AMR, American or our affiliates in  
the ordinary course of their business.                                          

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LEGAL OPINIONS

   Unless we tell you otherwise in the applicable Prospectus Supplement, the
validity of the securities offered hereby will be passed upon for American by   
Debevoise & Plimpton, New York, New York and for any agents, underwriters or    
dealers by Shearman & Sterling, New York, New York. Unless we tell you otherwise
in the applicable Prospectus Supplement, Debevoise & Plimpton and Shearman &    
Sterling will rely on the opinion of counsel for the Trustee as to certain      
matters relating to the authorization, execution and delivery of such Pass      
Through Certificates by, and the valid and binding effect thereof on, such      
Trustee and on the opinion of the General Counsel of American and of AMR as to  
certain matters relating to the authorization, execution and delivery of the    
Basic Agreement by American and of any guarantee by AMR. Shearman & Sterling    
from time to time represents American and AMR with respect to certain matters.  

EXPERTS 

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedule of AMR and American included in AMR's and     
American's Annual Reports on Form 10-K for the year ended December 31, 2001, as 
set forth in their reports, which are incorporated by reference in this         
Prospectus and elsewhere in the registration statement of which it is a part.   
Such consolidated financial statements and schedules are incorporated by        
reference herein in reliance on Ernst & Young LLP's reports, given on their     
authority as experts in accounting and auditing.                                

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[AMERICAN AIRLINES LOGO]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		3/23/09		5		29
		9/23/07		1		62
		6/23/07		7
		3/23/07		7
		12/23/06		7
		9/23/06		7
		6/23/06		7
		3/23/06		7
		12/23/05		7
		9/23/05		7
		6/23/05		7					8-K/A
		3/23/05		7
		12/23/04		7
		9/23/04		7
		3/23/04		7
		12/23/03		7
		9/23/03		7
		6/23/03		7
		3/23/03		1		62
		12/31/02		17					10-K
		12/23/02		1		31
		10/16/02		19					8-K
		9/30/02		17		20			10-Q
Filed on:		9/17/02
		9/16/02		1
		9/13/02		91		102			8-K
		9/12/02		92
		8/28/02		87
		8/13/02		20					8-K
		6/30/02		17		25			10-Q,  10-Q/A
		3/31/02		17					10-Q,  10-Q/A
		3/21/02		1		105
		1/16/02		107					8-K
		1/1/02		17
		12/31/01		4		134			10-K405
		10/4/01		19
		9/13/01		19
		9/11/01		4		107			8-K
		6/30/01		17		25			10-Q
		4/10/01		17		20
		4/9/01		17		108			8-K
		1/1/01		74
		12/31/00		17		78			10-K405
		12/31/99		17		18			10-K405
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