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.           ))

                  MEMORANDUM OF THE UNITED STATES IN SUPPORT
             OF ITS OPPOSITION TO DEFENDANTS' MOTION TO COMPEL
                  DOCUMENTS RESPONSIVE TO AMERICAN'S FIRST AND
                           SECOND REQUESTS FOR DOCUMENTS


I.      INTRODUCTION

        We oppose American's motion because it would require us to violate the Antitrust Civil

Process Act, to violate an order entered by the United States District Court of the Eastern

Michigan, and also to divulge to American confidential materials that Plaintiff has obtained from

American's competitors in connection with its on-going law enforcement investigations involving

suspected anticompetitive conduct of other air carriers in hubs other than DFW -- the only hub at

in this case.



       American seeks disclosure of two general categories of documents.  First, American seeks

documents obtained by the United States pursuant to Civil Investigative Demand ("CID") in connection

with its investigations of other carriers in the domestic airline industry.  To support its claim

documents, American argues erroneously that the United States has failed to produce to American the

one category of documents that all parties agree should be produced to American:  all documents

obtained by the United States during its investigation into American's suspected predatory conduct