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                    )
AMERICAN EAGLE HOLDING                         )
CORPORATION,                                   ))
                       Defendants.             ))

              UNITED STATES OPPOSITION TO DEFENDANTS' MOTION
              TO COMPEL DOCUMENTS RESPONSIVE TO AMERICAN'S
                     FIRST AND SECOND OF DOCUMENT REQUESTS

       Plaintiff United States opposes the motion of defendants AMR Corporation, American Airlines,

Inc. and AMR Eagle Holding Corporation ("defendants" or "American") for an order compelling the

production of documents responsive to Defendants' First and Second Set of Document Requests.  The

United States responds as follows, in conjunction with its accompanying Memorandum of Law.

       American's motions seeks nothing less than an order from this court requiring the United

to violate not only the federal statute that establishes the process by which the Department of

Antitrust Division ("the Division") obtains and uses information in the course of its law

investigations into suspected anticompetitive conduct, but also to divulge to American confidential

materials that Plaintiff obtained in connection with its on-going  investigation of other air



other than DFW, the only hub at issue in this case.  As if that were not enough, American also asks

Court to require Plaintiff to violate an Order entered by the United States District Court for the

District of Michigan.

       The United States has produced all the documents it is permitted to produce consistent with

Antitrust Civil Process Act, 15 U.S.C. §1313(c).  Any potentially responsive documents the United

                        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.         ))
                        MEMORANDUM OF THE UNITED STATES


                                          I.  Introduction

       American has illegally monopolized and attempted to monopolize airline passenger service

on many routes to and from Dallas/Ft. Worth ("DFW").  Section Two of the Sherman Act makes it

unlawful for a firm to "monopolize, or attempt to monopolize. . . any part of the trade or commerce

among the several States. . . ."  15 U.S.C. § 2.  The Sherman Act was enacted to prevent "restraints

to free competition in business and commercial transactions which tend[] to restrict production,

prices or otherwise control the market to the detriment of purchasers or consumers of goods and

services."  Apex Hosiery Co. v. Leader, 310 U.S. 469, 493 (1940).

       The elements of a Section Two monopolization claim are: (1) the possession of monopoly

power in a relevant market; and (2) the willful acquisition or maintenance of that power as

distinguished from growth or development as a consequence of a superior product, business acumen,



or historic accident.  The elements of a Section Two attempted monopolization claim are: (1)

definition of the relevant market; (2) a dangerous probability of success in monopolizing that

(3) the specific intent to monopolize; and (4) conduct in furtherance of that attempt.  Full Draw

Prods. v. Easton Sports, Inc., 182 F.3d 745, 756 (10th Cir. 1999).

                   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 REBEKAH J. FRENCH IN SUPPORT OF
UNITED STATES' OPPOSITION TO DEFENDANTS' MOTION TO COMPEL

1.    My name is Rebekah J. French.  I am a lawyer for the United States in the above-

captioned litigation.  I have had primary responsibility for responding to Defendants'

discovery demands in this case.  I submit this declaration in support of the United

States' Opposition to Defendants' Motion to Compel.

2.    On November 8, 1999, Plaintiff served upon Defendants its Response and

Objections to Defendants' Second Set of Document Requests. Plaintiff raised a general

objection to Defendants' Document Requests to the extent it conflicted with 15 U.S.C.

§1313(c), which protects the confidentiality of materials submitted in response to Civil

Investigative Demands ("CID materials") or could impair the law enforcement activities

of the Department of Justice and raised specific objections to any document request



calling for CID materials or for materials contained in the files of open and ongoing

investigations.  A true and correct copy of that Response is attached to this declaration

as Exhibit 1.

3.     In response to American's Document Request 24, which called for Civil

Investigative Demands ("CIDs") issued since January 1, 1990, containing questions

concerning competition with low-cost carriers or barriers to entry at hubs, the United