IN THE UNITED STATES DISTRICT COURT
                        FOR THE DISTRICT OF KANSAS


                                  )
UNITED STATES OF AMERICA, ))
                   Plaintiff,     ))    Civil Action No.: 99-1180-JTM
           v.                     ))
AMR CORPORATION,                  )
AMERICAN AIRLINES, INC., and )
AMR EAGLE HOLDING                 )
CORPORATION,                      ))
                   Defendants.    )
______________________________ )

     DECLARATION OF MAX R. HUFFMAN IN SUPPORT OF PLAINTIFF'S
  OPPOSITION TO AMERICAN'S MOTION IN LIMINE TO EXCLUDE CERTAIN
                 EVIDENCE RELATED TO LEGEND AIRLINES, INC.



       I, Max R. Huffman, hereby declare as follows:

       1.      I am an attorney in the Antitrust Division ("Division") of the United States

Department of Justice and am a member of the trial staff working on the United States' case

against American.  I make this declaration in support of Plaintiff's Opposition to American's

Motion in Limine.  Except as otherwise stated, I have personal knowledge of the matters set forth

herein and can and will testify thereto if called upon to do so.

       2.      In a November 6-7, 2000, deposition of Thomas G. Plaskett of Legend, American

caused to be labeled as Defendants' deposition exhibit 6051 a seven-page document, bates

numbered TBP/DOJ-AA 0001-0007, which is a series of Mr. Plaskett's résumés.  A true and

correct copy of Defendant's deposition exhibit 6051 is attached hereto as Exhibit 1.

       3.      On April 26, 2000, the Dallas Morning News reported that American had plans to

fly from Dallas Love Field to Chicago-O'Hare and Los Angeles on 56-seat, all first class

configuration Fokker 100 aircraft.  In the same article, the Dallas Morning News noted that

American's new Love Field service would compete with Legend's all-first class service, begun in