OST Filings for February 28, 2001

Relief requested Exemption to engage in scheduled foreign air transportation of persons, property and mail between any point or points in Japan and any point or points in the United States; and to conduct charters in accordance with Part 212 of our rules.

By: Paul Gretch

Index

American Airlines, Inc. TWA Airlines LLC and Trans World Airlines, Inc.

OST-01-9027	February 28, 2001	Joint Application for Transfer of Certificate and Other Route Authorities	Transfer of Certificate
		Exhibit 1: Certificates of Public Convenience and Necessity
		Exhibit 2: Nonstop City- Pair
		Exhibit 3: Certificate of Good Standing
		Exhibit 4: Affidavit of Citizenship
		Exhibit 5: Key Personnel
		Exhibit 6: SEC Reports
		AMR 10-Q: 9/30/00
		AMR 10-Q: 6/30/00
		AMR 10-Q: 3/31/00
		AMR 10-K: 12/31/99
		AMR 10-K: 12/31/98
		AMR Annual Report: 12/31/98
		AMR Annual Report: 12/31/99
		AA 10-Q: 9/30/00
		AA 10-Q: 6/30/00
		AA 10-Q: 3/31/00
		AA 10-K: 12/31/99
		AA 10-K: 12/31/98
		Exhibit 7: TWA Fleet
		Exhibit 8: Certification
		Service List

After 12 consecutive years of heavy losses and three bankruptcies, and in spite of valiant efforts by its employees, TWA has run out of money, time, and options. With TWA's bankruptcy filing on January 10, 2001, American stepped in to provide, when no one else would, $200 million in debtor-in-possession financing to keep TWA from closing. American has proposed to acquire substantially all of TWA's assets, to hire almost all of TWA's employees, and to continue a hub operation at St. Louis.

Assuming that American is the successful bidder in the competitive bankruptcy court auction on March 5, 2001, the Department should approve the proposed transfer as a marketbased allocation of resources that will enhance competition, benefit consumers, and preserve jobs.

With respect to TWA's service in limited-entry markets, with one exception there are no nonstop overlaps with any of American's current operations, as shown in Exhibit 2. American does not serve any international destinations on a nonstop basis from St. Louis. American does not serve the New York-Cancun route. American provides no service to Israel, Egypt, or Saudi Arabia.

The one limited-entry overlap consists of TWA's seven weekly frequencies in the New York-Paris market. American intends to continue operating those frequencies following the transfer. The U.S.-France market is highly competitive, with services operated by Continental, Delta, Northwest, United, and US Airways. In addition, there is extensive codeshare service between the U.S. and France offered by Delta and Air France. The proposed transfer will improve American's viability, while at the same time providing the best continued use of TWA's assets and continued job opportunities for TWA's employees. The transfer will enable American to expand its operations into new markets, and to improve its long-term position as a vigorous competitor on domestic and international routes.

American and TWA have only two hub-to-hub overlap routes, St. Louis-Chicago and St. Louis-Dallas/Ft. Worth. American will continue to face strong competition between St. Louis and Chicago (O'Hare and Midway) from United Air Lines and Southwest Airlines. There are no barriers to entry, such as slot constraints, on the St. Louis-Dallas/Ft. Worth route.

The transfer of TWA's route authority to American is a positive development for the employees of both airlines. For TWA's approximately 20,000 employees, the transfer will mean continued job opportunities that would otherwise be lost if TWA were forced to liquidate. Indeed, this commitment represents the linchpin of the transaction as pursued by TWA's management. For American's employees, the transfer means the enhancement of American's domestic and global network, and consequently its long-term viability as a vigorous competitor.

American and TWA Airlines LLC should be granted an exemption to integrate all of American's extant route authorities (certificates, exemptions, and frequency allocations) with all of the route authorities that American and TWA Airlines LLC will receive from TWA by transfer. Granting broad route integration authority is consistent with Department practice, and with the public interest.

Counsel: American, Carl Nelson, 202.496.5647, carl_nelson@aa.com

Index

American Airlines, Inc. and The TACA Group and American Airlines, Inc. et al, and The TACA Group Reciprocal Codeshare Services Proceeding

OST-00-7088 OST-96-1700	February 28, 2001	Joint Response to Order 00-7-8	Approval of and Antitrust Immunity for an Alliance Agreement
		Exhibit: Sabre Blocked Space Condition
		Service List

For the reasons explained above, none of Sabre's customers can support both a free-sale and blocked-space arrangement with the same carrier. For example, American has a blocked-space arrangement with China Eastern Airlines applicable to all routes and flights and cannot support a blend of blocked-space and free sale arrangements with China Eastern.

Commencing in January 1998, and continuing for a period of over eight months, American, TACA and Sabre undertook an extensive review of Sabre's codeshare capabilities to support DOT's blocked-space condition. The parties attempted to identify alternative solutions requiring the least extensive programming, and concluded that the only feasible solution was to modify the TCS AT table and related functions. Other alternatives were dismissed due to potential customer service shortcomings and safety and security concerns.

Sabre's most recent high level estimate for this work is approximately 5 person-years (8,050 hours) or $676,000. Depending upon the availability of technical resources, Sabre expects the project to take 12 to 15 months to complete.

Counsel: American, Carl Nelson, 202.496.5647, carl_nelson@aa.com, and Squire Sanders, Robert Papkin, 202.626.6601

OST-00-7088 OST-96-1700	February 28, 2001	Joint Motion for Confidential Treatment	Antitrust Immunity - Confidential Treatment
		Attachments: Index of Confidential Documents
		Service List

In accordance with 14 CFR 302.12(d)(1)(i), American and the TACA Group have each attached an index of the documents for which we seek protection. The documents are being submitted in sealed envelopes labeled "Confidential Treatment Requested Under 14 CFR 302.39; Access Is Limited To Counsel And Outside Experts Who Have Filed Proper Confidentiality Affidavits."

For the foregoing reasons, the Department should grant this motion under Rule 12 to withhold certain proprietary and commercially sensitive confidential information from public disclosure, as requested herein.

Counsel: American, Carl Nelson, 202.496.5647, carl_nelson@aa.com, and Squire Sanders, Robert Papkin, 202.626.6601

Index

Ansett Worldwide Aviation Services Pty Limited

OST-99-5477
Undocketed

Filed February 8, 2001
Issued February 27, 2001

Notice of Action Taken

Wet Lease to DHL International (Brussels- Bahrain- Dubai)

Renew exemption and statement of authorization to conduct all-cargo wet-lease operations for DHL International E.C. between Brussels- Bahrain- Dubai

By: Paul Gretch

Index

Family Assistance Plans

OST-98-3304