EXHIBIT 5.3

                            [BINGHAM DANA LETTERHEAD]


March 14, 2002


American Airlines, Inc.
4333 Amon Carter Boulevard
Fort Worth, Texas 76155

RE: PASS THROUGH CERTIFICATES - SHELF REGISTRATION

Ladies and Gentlemen:

We are acting as special Connecticut counsel to State Street Bank and Trust
Company of Connecticut, National Association, individually ("STATE STREET"), and
as Pass Through Trustee (the "PASS THROUGH TRUSTEE") under a Pass Through Trust
Agreement (the "AGREEMENT") to be entered into between American Airlines, Inc.
(the "COMPANY") and the Pass Through Trustee. Pursuant to the Agreement and one
or more supplemental agreements to be entered into from time to time between the
Company and the Pass Through Trustee, the Pass Through Trustee will execute,
authenticate and deliver, upon the Company's request, Pass Through Certificates
in one or more series in an as yet undetermined total aggregate principal amount
("PASS THROUGH CERTIFICATES") to be registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 ACT"), under
the Company's and AMR Corporation's Registration Statement on Form S-3, as
amended (the "REGISTRATION STATEMENT"). Except as otherwise defined herein,
terms used herein shall have the meanings set forth in the Agreement.

Our representation of the Pass Through Trustee has been as special counsel for
the purposes stated above. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention or
other state of mind), we have relied entirely upon (i) the representations of
the parties set forth in the Agreement and (ii) certificates delivered to us by
the management of State Street and have assumed, without independent inquiry,
the accuracy of those representations and certificates.

We have examined the Agreement, the Registration Statement and originals, or
copies certified or otherwise identified to our satisfaction, of other such
records, documents, certificates, or other instruments as we have deemed
necessary or advisable for the purposes of this opinion.

We have also examined that certain Certificate of the Comptroller of the
Currency relating to State Street. With respect to the authority of State Street
to transact the business of banking and exercise trust powers, our opinion
relies upon and is limited by such Certificate of the Comptroller of the
Currency.






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Page 2


We have assumed the genuineness of all signatures (other than those on behalf of
State Street and the Pass Through Trustee), the conformity to the originals of
all documents reviewed by us as copies, and the authenticity and completeness of
all original documents reviewed by us in original or copy form and the legal
competence of each individual executing any document (other than on behalf of
State Street and the Pass Through Trustee).

Subject to the limitation set forth below, we have made such examination of law
as we have deemed necessary for the purposes of this opinion. The opinions
expressed in paragraphs 1, 2 and 3 below are limited solely to the internal
substantive laws of the State of Connecticut and the federal laws of the United
States of America as applied by courts located in Connecticut and, solely with
respect to the validity, binding nature and enforceability of the Agreement and
the validity of the Pass Through Certificates, the laws of the State of New
York. Insofar as the opinions expressed herein below involve the laws of the
State of New York, we have relied with your permission solely upon the opinion
of even date herewith of Debevoise & Plimpton, special counsel to the Company,
and the opinions set forth herein are subject to each of the assumptions,
exceptions, qualifications and limitations contained in such opinion letter. The
opinions expressed in paragraph 4 below are limited solely to the internal
substantive laws of the State of Connecticut as applied by courts located in
Connecticut. We express no opinion as to the laws of any other jurisdiction. No
opinion is given herein as to the choice of law or internal substantive rules of
law that any court or other tribunal may apply to the transactions contemplated
by the Agreement. No opinion is expressed herein as to the application or effect
of federal securities laws or as to the securities or so-called "Blue Sky" laws
of any state or other jurisdiction.

Our opinion is further subject to the following exceptions, qualifications and
assumptions:

                  (a) We have assumed without any independent investigation that
         (i) the Company, at all times relevant to the opinions given herein, is
         validly existing and in good standing under the laws of the
         jurisdiction in which it is organized, and is qualified to do business
         and in good standing under the laws of each jurisdiction where such
         qualification is required generally or necessary in order for the
         Company to enforce its rights under the Agreement, and (ii) the
         Company, at all times relevant to the opinions given herein, had and
         has the full power, authority and legal right under its certificate of
         incorporation, by-laws, and other governing organizational documents,
         and the applicable corporate, or other enterprise legislation



March 14, 2002
Page 3





         and other applicable laws, as the case may be, to execute, and to
         perform its obligations under, the Agreement, and (iii) the Company
         will have duly executed and delivered the Agreement and delivery of the
         Agreement and the transactions contemplated thereby will have been duly
         authorized by proper corporate or other organizational proceedings as
         to the Company.

                  (b) We have assumed without any independent investigation (i)
         that, when executed and delivered by the Company, the Agreement will be
         a valid, binding and enforceable obligation of the Company, and (ii)
         that, when executed and delivered by State Street or the Pass Through
         Trustee, as the case may be, the Agreement will be a valid, binding and
         enforceable obligation of State Street or the Pass Through Trustee, as
         applicable, to the extent that laws other than those of the State of
         Connecticut are relevant thereto (other than the laws of the United
         States of America, but only to the limited extent the same may be
         applicable to State Street or the Pass Through Trustee, as applicable,
         and relevant to our opinions expressed below).

                  (c) The enforcement of any obligations of State Street, as
         applicable, under the Agreement may be limited (i) by the receivership,
         conservatorship and supervisory powers of bank regulatory agencies
         generally, and (ii) as relates to State Street or the Pass Through
         Trustee, by bankruptcy, insolvency, reorganization, moratorium,
         marshaling or other laws and rules of law affecting the enforcement
         generally of creditors' rights and remedies (including such as may deny
         giving effect to waivers of debtors' or guarantors' rights); and we
         express no opinion as to the status under any fraudulent conveyance
         laws or fraudulent transfer laws of any of the obligations of State
         Street or the Pass Through Trustee, as applicable, under the Agreement.

                  (d) We express no opinion as the availability of any specific
         or equitable relief of any kind.

                  (e) The enforcement of any rights under the Agreement or in
         respect of the Pass Through Certificates may in all cases be subject to
         an implied duty of good faith and fair dealing and to general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (f) We express no opinion as to the enforceability of any
         particular provision of the Agreement relating to (i) waivers of rights
         to object to jurisdiction or venue, or consents to jurisdiction or
         venue, (ii)




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         waivers of rights to (or methods of) service of process, or rights to
         trial by jury, or other rights or benefits bestowed by operation of
         law, (iii) waivers of any applicable defenses, setoffs, recoupments, or
         counterclaims, (iv) the grant of powers of attorney to any person or
         entity, (v) exculpation or exoneration clauses, indemnity clauses, and
         clauses relating to releases or waivers of unmatured claims or rights,
         (vi) the imposition or collection of interest on overdue interest or
         providing for a penalty rate of interest or late charges on overdue or
         defaulted obligations, or the payment of any premium, liquidated
         damages, or other amount which may be held by any court to be a
         "penalty" or a "forfeiture," or (vii) so-called "usury savings clauses"
         purporting to specify methods of (or otherwise assure) compliance with
         usury laws or other similar laws of any jurisdiction.

                  (g) We express no opinion as to the effect of events
         occurring, circumstances arising, or changes of law becoming effective
         or occurring, after the date hereof on the matters addressed in this
         opinion letter, and we assume no responsibility to inform you of
         additional or changed facts, or changes in law, of which we may become
         aware.

                  (h) No opinion is given herein as to the effect of usury laws
         (or other similar laws) of any jurisdiction with respect to the
         Agreement.

This opinion is rendered solely for the benefit of those institutions listed as
addressees hereto and their successors and assigns in connection with the
transactions contemplated by the Agreement and may not be used or relied upon by
any other person or for any other purpose, except that Anne H. McNamara, Esq.,
Senior Vice President and General Counsel of the Company, and Debevoise &
Plimpton may rely hereon solely for the purposes of rendering their opinions
dated the date hereof.

Based on and subject to the foregoing, we are of the opinion that:

1.       State Street is a national banking association, validly formed and
         existing and authorized to operate as a national bank under the laws of
         the United States and, in its individual capacity or as Pass Through
         Trustee, as the case may be, has the requisite corporate and trust
         power and authority to execute, deliver and perform its obligations
         under the Agreement, the supplements contemplated thereby and the Pass
         Through Certificates, when issued, and to execute, authenticate, issue
         and deliver the Pass Through Certificates, when issued.



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2.       With respect to the Pass Through Certificates, when (a) supplemental
         agreements contemplated by the Agreement shall have been prepared in
         accordance with the terms of the Agreement, (b) Pass Through
         Certificates shall have been prepared in the form required by the
         Agreement and such supplemental agreements as contemplated by the
         Agreement, (c) the Agreement and such supplemental agreements shall
         have been duly authorized, executed and delivered by the Company and
         the Pass Through Trustee in accordance with the terms and conditions of
         the Agreement, and (d) the Pass Through Certificates shall have been
         duly executed, authenticated, issued and delivered by the Pass Through
         Trustee and sold as contemplated by each of the Registration Statement,
         the Prospectus and the Agreement as so supplemented, assuming that the
         terms of the Pass Through Certificates are in compliance with then
         applicable law, (i) the Agreement, as so supplemented will constitute a
         valid and binding obligation of the Pass Through Trustee enforceable
         against the Pass Through Trustee in accordance with its terms, and (ii)
         the Pass Through Certificates will be validly issued and will be
         entitled to the benefits of the Agreement as so supplemented.

3.       The execution and delivery of the Agreement has been duly authorized by
         the Pass Through Trustee.

4.       The discussion in the Prospectus forming part of the Registration
         Statement entitled "Certain Connecticut Taxes," insofar as it relates
         to statements of law or legal conclusions, is correct in all material
         respects.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, and to the reference to us under the caption "Certain
Connecticut Taxes," in the prospectus and in any subsequently filed prospectus
supplements. In giving this consent, we do not thereby admit that we are in the
category of person whose consent is required under Section 7 of the 1933 Act or
the Rules and Regulations of the Securities and Exchange Commission.


Very truly yours,


/s/  Bingham Dana LLP


BINGHAM DANA LLP