EXHIBIT 4.16




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                               REFUNDING AMENDMENT
                          Dated as of December 12, 2001
                                       to
                          TRUST SUPPLEMENT NO. 2001-2C
                          Dated as of October 26, 2001

                                     between

                             AMERICAN AIRLINES, INC.

                                       and

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,

                                   as Trustee,

                                       to

                          PASS THROUGH TRUST AGREEMENT
                           Dated as of October 4, 2001

                  American Airlines Pass Through Trust 2001-2C
                            7.800% American Airlines
                           Pass Through Certificates,
                                 Series 2001-2C

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                               REFUNDING AMENDMENT

            This REFUNDING AMENDMENT, dated as of December 12, 2001 (this
"Refunding Amendment"), between American Airlines, Inc., a Delaware corporation,
and State Street Bank and Trust Company of Connecticut, National Association, a
national banking association, as Trustee, to the Pass Through Trust Agreement,
dated as of October 4, 2001, as supplemented by Trust Supplement No. 2001-2C
thereto dated as of October 26, 2001 (as supplemented, the "Pass Through
Agreement", capitalized terms used herein without definition having the meanings
specified therein).

                              W I T N E S S E T H:

            WHEREAS, the parties hereto have previously entered into that
certain Trust Supplement No. 2001-2C dated as of October 26, 2001 ("Trust
Supplement No. 2001-2C"); and

            WHEREAS, as contemplated by Exhibit A to the Intercreditor
Agreement, American has, among other things:

            (i)   exercised its option to prepay on December 12, 2001 the
                  original series D equipment notes;
            (ii)  issued new Series D Equipment Notes; and
            (iii) entered into a Trust Supplement providing for the issuance of
                  new Class D Certificates; and

            WHEREAS, the parties are entering into this Refunding Amendment to
make the necessary revisions to Trust Supplement No. 2001-2C in connection with
the refunding of the class D certificates;

            NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the parties agree as
follows:

            SECTION 1. Amendment to Article III

            The first sentence of Section 3.01(i) of Trust Supplement No.
2001-2C is amended in its entirety to read as follows:

            "(i) The Applicable Certificates will have the benefit of the
Deposit Agreement and the Escrow Agreement and will be subject to the following
Intercreditor Agreement (and to the extent the terms of the Intercreditor
Agreement (including the definitions of defined terms) are inconsistent with the
terms of this Agreement, such Intercreditor Agreement shall control): that
certain Intercreditor Agreement, dated as of October 4, 2001, among State Street
Bank and Trust Company of Connecticut, National Association, as Trustee under
each Trust (as defined therein), WestLB, as Class A-1 Liquidity Provider, Class
A-2 Liquidity Provider, Class B Liquidity Provider and Class C Liquidity
Provider, and State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent thereunder, as amended by the Refunding
Amendment thereto dated as of October 26, 2001 and the Second Refunding
Amendment thereto dated as of December 12, 2001."

            SECTION 2. Revisions to Sections 4.01(a)(ii) and (iii)

            Sections 4.01(a)(ii) and (iii) of Trust Supplement No. 2001-2C are
amended to delete the clause "(other than the Company or any Affiliate of the
Company)" wherever it appears.

            SECTION 3. Miscellaneous

            (a) This Refunding Amendment may be executed in any number of
counterparts (and each party shall not be required to execute the same
counterpart). Each counterpart of this Refunding Amendment including a signature
page or pages executed by each of the parties hereto shall be an original
counterpart of this Refunding Amendment, but all of such counterparts together
constitute one instrument.

            (b) THIS REFUNDING AMENDMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                       2

            IN WITNESS WHEREOF, the parties have caused this Refunding Amendment
to be duly executed by their respective officers thereto duly authorized as of
the date first written above.

                                        AMERICAN AIRLINES, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:


                                        STATE STREET BANK AND TRUST COMPANY
                                        OF CONNECTICUT, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title: