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.         ))
                          RESPONSE OF THE UNITED STATES TO
                       DEFENDANTS' MOTION FOR CLARIFICATION

          Defendants have moved for clarification of the Court's May 9, 2000 Memorandum and Order

("Order"), seeking rulings (1) that the Order does not preclude Defendants (collectively referred to

hereinafter as "American") from taking discovery from other airlines concerning conduct at other

hubs; and (2) that the Order permits the United States to withhold only CID questions and responses

from airlines that are the subjects of the open and ongoing investigations of the Antitrust

the United States Department of Justice ("United States").  American's motion should be denied, as

it is unnecessary, inappropriate, and advocates an unduly restrictive and illogical interpretation

Order.

  I.  AMERICAN'S MOTION FOR CLARIFICATION CONCERNING CONDUCT AT
          OTHER HUBS IS UNNECESSARY, INAPPROPRIATE AND PREMATURE

          The Court correctly precluded American from obtaining materials received by the United


PLAINTIFF'S RESPONSE TO DEFENDANTS'
MOTION FOR CLARIFICATION - 1



States in connection with its open and ongoing investigations of other airlines.  American now seeks

a ruling that the Order does not preclude it from taking discovery from other airlines concerning

conduct at hubs other than Dallas/Ft. Worth.  The Order was neither intended to, nor does it,