Exhibit 5.4

                                November 25, 2003

To The Persons Listed On
Schedule A Attached Hereto

                  Re:      U.S Bank Trust National Association

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to U.S. Bank Trust
National Association, a national banking association ("US Bank"), solely for
purposes of delivering this opinion letter in connection with the Pass Through
Trust Agreement, dated as of March 21, 2002 (the "Trust Agreement"), among
American Airlines, Inc., a Delaware corporation ("American Airlines"), and US
Bank, as trustee. This opinion is being delivered at your request. Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth or referenced in the Trust Agreement, except that reference herein to
any document shall mean such document as in effect on the date hereof.

                  We have examined originals or copies of the following
documents:

                  (a)      the Trust Agreement;

                  (b)      the prospectus relating to the Pass Through Trust
                           Certificates in American Airlines' and AMR
                           Corporation's Registration Statement on Form S-3 (the
                           "Prospectus");

                  (c)      the Articles of Association of US Bank;

                  (d)      the By-Laws of US Bank; and

                  (e)      a certificate of an assistant secretary of US Bank,
                           dated the date hereof, with respect to various
                           matters.

For purposes of this opinion, we have not reviewed any documents other than the
documents listed in paragraphs (a) through (e) above. In particular, we have not
reviewed any document (other than the documents listed in paragraphs (a) through
(e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have



To The Persons Listed On
Schedule A Attached Hereto
November 25, 2003
Page 2

assumed that there exists no provision in any document that we have not reviewed
that is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.

                  Based upon the foregoing and upon an examination of such
questions of law as we have deemed necessary or appropriate, and subject to the
assumptions, exceptions and qualifications set forth herein, we advise you that,
in our opinion:

                  1.       Neither the execution, delivery and performance by US
Bank of the Trust Agreement, nor the consummation of any of the transactions by
US Bank contemplated thereby, requires the consent or approval of, the
withholding of objection on the part of, the giving of notice to, the filing,
registration or qualification with, or the taking of any other action in respect
of, any governmental authority or agency under the laws of the State of Delaware
governing the trust powers of US Bank.

                  2.       Neither the execution, delivery and performance by US
Bank of the Trust Agreement, nor the consummation of any of the transactions by
US Bank contemplated thereby, is in violation of the articles of association or
bylaws of US Bank or of the laws of the State of Delaware governing the trust
powers of US Bank.

                  3.       Assuming that, for federal income tax purposes, a
trust created under the Trust Agreement (the "Trust") will not be treated as a
corporation, but rather, will be classified either as a grantor trust under
Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal
Revenue Code or as a partnership, (i) the Trust 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 Delaware or any political
subdivision thereof and (ii) holders of Certificates of the Trust that are not
residents of or otherwise subject to tax in Delaware 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 Delaware or any political
subdivision thereof as a result of purchasing, holding (including receiving
payments with respect to) or selling such Certificates.

                  The foregoing opinions are subject to the following
exceptions, qualifications and assumptions:

                  A.       We are admitted to practice law in the State of
Delaware and we do not hold ourselves out as being experts on the law of any
other jurisdiction. The foregoing opinions are limited to the laws of the State
of Delaware, except that we express no opinion with respect to (i) federal laws,
including, without limitation, the Securities Act of



To The Persons Listed On
Schedule A Attached Hereto
November 25, 2003
Page 3

1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust
Indenture Act of 1939, as amended, the Investment Company Act of 1940, as
amended, and laws, rules and regulations relating to money laundering and
terrorist groups (including any requirements imposed under the USA Patriot Act
of 2001, as amended), (ii) state securities or blue sky laws or (iii) laws,
rules and regulations relating to aircraft or aviation.

                  B.       We have assumed that the Trust has no employees or
tangible property, real or personal, within the State of Delaware (for this
purpose, cash and tangible evidences of intangible property are not tangible
personal property) and that the activities of US Bank conducted in Delaware, if
any, will be limited as described in Section 2.04 of the Trust Agreement.

                  C.       We have assumed that all signatures on documents
examined by us are genuine, that all documents submitted to us as originals are
authentic, and that all documents submitted to us as copies or specimens conform
with the originals, which facts we have not independently verified.

                  This opinion may be relied upon by you in connection with the
matters set forth herein. We also hereby consent to the reliance by Debevoise &
Plimpton as to matters of Delaware law upon this opinion in connection with
opinions to be rendered by them on the date hereof. We also hereby consent to
the filing of this opinion with the Securities and Exchange Commission as an
exhibit to the Registration Statement. In giving the foregoing consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

                                             Very truly yours,

                                             /s/ Richards, Layton & Finger, P.A.

                                             RICHARDS, LAYTON & FINGER, P.A.

EAM/RGB/XJS



                                   SCHEDULE A

American Airlines, Inc.

US Bank Trust National Association