Exhibit 10.5






                                        April 30, 2003


Mr. Joe M. Rodgers
Chairman
The JMR Group
P. O. Box 158838
Nashville, TN 37215-8838

Dear Joe:

          As  you will recall at the meeting on April 24, it  was
decided  that  all  Directors would  take  their  fees  in  stock
equivalent units.  Accordingly, provided you agree, the  deferral
will occur as follows:

          1.     All   director's  fees  and  retainers  ("Fees")
payable  to you in connection with your service on the boards  of
directors   (including  committees  of  such   boards)   of   AMR
Corporation  and American Airlines, Inc. for the  period  May  1,
2003 through December 31, 2003 , will be deferred and paid to you
in accordance with this letter agreement.

          2.    Fees will be converted to Stock Equivalent  Units
in accordance with the Directors' Stock Equivalent Purchase Plan,
a copy of which is attached hereto as Exhibit A (the "Plan").

          3.   Within 30 days of the date when you cease to be  a
Director  of AMR Corporation, the Stock Equivalent Units  accrued
pursuant to the Plan will be converted to cash and paid to you by
multiplying  the  number of such Stock Equivalent  Units  by  the
arithmetic  mean of the high and the low of AMR stock during  the
month when you ceased to be a Director of AMR Corporation.

          4.    AMR's obligation to make the payment pursuant  to
paragraph 3 hereof will not be released or modified by reason  of
your  death.   In  such event, the cash payment  contemplated  by
paragraph  3  will  be made to your named beneficiary  under  the
Director's   Term  Life  Insurance  Policy  maintained   by   the
Corporation.









          If   the  foregoing  is  satisfactory  to  you,  please
indicate  by signing one of the originals (two are enclosed)  and
returning it to me.

                                        Very truly yours,




                                        Charles D. MarLett
                                        Corporate Secretary


Accepted and agreed:




 /s/ Joe M. Rodgers
Joe M. Rodgers



   May 1, 2003
Date