<PAGE>
      As filed with the Securities and Exchange Commission on March 1, 1999

                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                            American Express Company
             (Exact name of registrant as specified in its charter)
                                ----------------
                 New York                              13-4922250
       (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                                200 Vesey Street
                            New York, New York 10285
                    (Address of principal executive offices)
                                ----------------
               1995 STOCK OPTION PLAN OF ROCKFORD INDUSTRIES, INC.
                            (Full title of the plan)
                                ----------------
                             Louise M. Parent, Esq.
                  Executive Vice President and General Counsel
                            American Express Company
                                200 Vesey Street
                            New York, New York 10285
                     (Name and address of agent for service)
                                ----------------
                                 (212) 640-2000
          (Telephone number, including area code, of agent for service)
                                ----------------

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    Title of Securities        Amount to be            Proposed Maximum              Proposed Maximum                 Amount of
     to be Registered           Registered       Offering Price Per Share (1)   Aggregate Offering Price (1)   Registration Fee (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                         <C>                            <C>   
Common Shares, par value      57,792 shares                $106.22                     $6,138,666                     $1,707
$.60 per share
===================================================================================================================================
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee and
     calculated in accordance with Rule 457(c) based upon the average of the
     high and low sales prices per share of such securities on the New York
     Stock Exchange on February 25, 1999.


================================================================================

<PAGE>

                                     PART II

      This Registration Statement on Form S-8 relates to 57,792 Common Shares,
par value $.60 per share, of American Express Company ("AXP" or the "Company")
to be issued to current or former employees and directors of and consultants to
Rockford Industries, Inc., a California corporation and a wholly owned
subsidiary of the Company ("Rockford"). Rockford became a wholly owned
subsidiary of the Company on February 18, 1999 (the "Effective Time") when RXP
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
the Company ("RXP Acquisition"), merged with and into Rockford pursuant to the
Plan and Agreement of Merger, dated November 9, 1998 (the "Merger Agreement")
among the Company, Rockford and RXP Acquisition. Pursuant to the Merger
Agreement, at the Effective Time all outstanding options to purchase shares of
Rockford Common Stock, no par value per share, were converted into options to
purchase Common Shares, par value $.60 per share, of AXP (the "Common Shares").

Item 3.  Incorporation of Documents by Reference.

      There are hereby incorporated by reference: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) all
reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31,1997; and (iii) the description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A dated November 13, 1984.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Certain legal matters with respect to the offering of the Common Shares
registered hereby have been passed upon by Carol V. Schwartz, Group Counsel of
the Company. Ms. Schwartz is paid a salary by, and is a participant in various
employee benefit plans offered generally to employees of, the Company. Ms.
Schwartz also owns Common Shares and has options to purchase Common Shares of
the Company.

Item 6.  Indemnification of Directors and Officers.

      The Company's By-laws require the Company to indemnify its past and
present directors and officers to the fullest extent permitted by New York law.
In addition, the Company has purchased insurance policies which provide coverage
for its directors and officers in certain situations where the Company cannot
directly indemnify such directors and officers.

Item 7.  Exemption from Registration Claimed.

      Not applicable.


<PAGE>

Item 8.  Exhibits.

4.1   Company's Restated Certificate of Incorporation, dated May 29, 1997
         (incorporated by reference to Exhibit 4.1 of the Company's Registration
         Statement on Form S-3 (File No. 333-32525), filed with the Commission
         on July 31, 1997).

4.2   Company's By-laws, as amended (incorporated by reference to Exhibit 3.2
         of the Company's Annual Report on Form 10-K (Commission File No.
         1-7657) for the fiscal year ended December 31, 1997, filed with the
         Commission on March 31, 1998).

4.3   Form of Certificate for the Company's Common Shares (incorporated by
         reference to Exhibit 4 of the Company's Registration Statement on Form
         S-3 (File No. 33-35382), filed with the Commission on June 12, 1990).

4.4   1995 Stock Option Plan of Rockford Industries, Inc., as amended
         (incorporated by reference to the Proxy Statement on Schedule 14A of
         Rockford Industries, Inc. (File No. 000-26324) filed with the
         Commission on April 21, 1998).

5.1*  Opinion of Carol V. Schwartz., Esq.

23.1* Consent of Carol V. Schwartz (included as part of Exhibit 5.1).

23.2* Consent of Ernst & Young LLP.

24.1* Power of Attorney.

--------------------

* Filed herewith.


Item 9.  Undertakings.

      The undersigned Company hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;


<PAGE>

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 1st day of
March, 1999.


                                        AMERICAN EXPRESS COMPANY


                                        By: /s/ Stephen P. Norman
                                            ----------------------------
                                                Stephen P. Norman
                                                Secretary


<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

              *                                       *
--------------------------------        --------------------------------
Harvey Golub                            Charles W. Duncan, Jr.
Chairman, Chief Executive               Director
Officer and Director


              *                                       *
--------------------------------        --------------------------------
Kenneth I. Chenault                     Beverly Sills Greenough
President, Chief Operating              Director
Officer and Director


              *                                       *
--------------------------------        --------------------------------
Richard Karl Goeltz                     F. Ross Johnson
Vice Chairman and                       Director
Chief Financial Officer


              *                         
--------------------------------        --------------------------------
Daniel T. Henry                         Vernon E. Jordan, Jr.
Senior Vice President and               Director
Comptroller


              *                                       *
--------------------------------        --------------------------------
Daniel F. Akerson                       Jan Leschly
Director                                Director


              *                                       *
--------------------------------        --------------------------------
Anne L. Armstrong                       Drew Lewis
Director                                Director


              *                                       *
--------------------------------        --------------------------------
Edwin L. Artzt                          Richard A. McGinn
Director                                Director


              *                                       *
--------------------------------        --------------------------------
William G. Bowen                        Frank P. Popoff
Director                                Director


* By: /s/ Stephen P. Norman
      --------------------------
          Stephen P. Norman
          (As Attorney-In-Fact)
          March 1, 1999

<PAGE>

                                  EXHIBIT INDEX


         The following exhibits are filed herewith, except as noted below.


Exhibit No.                             Description
-----------                             -----------

     4.1      Company's Restated Certificate of Incorporation, dated May 29,
              1997 (incorporated by reference to Exhibit 4.1 of the Company's
              Registration Statement on Form S-3 (File No. 333-32525), filed
              with the Commission on July 31, 1997).

     4.2      Company's By-laws, as amended (incorporated by reference to
              Exhibit 3.2 of the Company's Annual Report on Form 10-K
              (Commission File No. 1-7657) for the fiscal year ended December
              31, 1997, filed with the Commission on March 31, 1998).

     4.3      Form of Certificate for the Company's Common Shares (incorporated
              by reference to Exhibit 4 of the Company's Registration Statement
              on Form S-3 (File No. 33-35382), filed with the Commission on June
              12, 1990).

     4.4      1995 Stock Option Plan of Rockford Industries, Inc., as amended
              (incorporated by reference to the Proxy Statement on Schedule 14A
              of Rockford Industries, Inc. (File No. 000-26324) filed with the
              Commission on April 21, 1998).

     5.1*     Opinion of Carol V. Schwartz, Esq.

     23.1*    Consent of Carol V. Schwartz (included as part of Exhibit 5.1).

     23.2*    Consent of Ernst & Young LLP.

     24.1*    Power of Attorney.

----------------------

*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17137}]
{"company-data": {"conformed-name": "AMERICAN EXPRESS CO", "cik": "0000004962", "assigned-sic": "6199", "irs-number": "134922250", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73111", "film-number": "99553450"}, "business-address": {"street1": "AMERICAN EXPRESS TWR WORLD FINANCIAL CN", "street2": "200 VESEY ST 49TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10285", "phone": "2126402000"}, "mail-address": {"street1": "AMERICAN EXPRESS TOWER", "street2": "200 VESEY ST 49TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10285"}}
As filed with the Securities and Exchange Commission on March 1, 1999

                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                            American Express Company
             (Exact name of registrant as specified in its charter)
                                ----------------
                 New York                              13-4922250
       (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                                200 Vesey Street
                            New York, New York 10285
                    (Address of principal executive offices)
                                ----------------
               1995 STOCK OPTION PLAN OF ROCKFORD INDUSTRIES, INC.
                            (Full title of the plan)
                                ----------------
                             Louise M. Parent, Esq.
                  Executive Vice President and General Counsel
                            American Express Company
                                200 Vesey Street
                            New York, New York 10285
                     (Name and address of agent for service)
                                ----------------
                                 (212) 640-2000
          (Telephone number, including area code, of agent for service)
                                ----------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    Title of Securities        Amount to be            Proposed Maximum              Proposed Maximum                 Amount of
     to be Registered           Registered       Offering Price Per Share (1)   Aggregate Offering Price (1)   Registration Fee (1)
-----------------------------------------------------------------------------------------------------------------------------------
Common Shares, par value      57,792 shares                $106.22                     $6,138,666                     $1,707
$.60 per share
===================================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee and
     calculated in accordance with Rule 457(c) based upon the average of the
     high and low sales prices per share of such securities on the New York
     Stock Exchange on February 25, 1999.

================================================================================
PART II

      This Registration Statement on Form S-8 relates to 57,792 Common Shares,
par value $.60 per share, of American Express Company ("AXP" or the "Company")
to be issued to current or former employees and directors of and consultants to
Rockford Industries, Inc., a California corporation and a wholly owned
subsidiary of the Company ("Rockford"). Rockford became a wholly owned
subsidiary of the Company on February 18, 1999 (the "Effective Time") when RXP
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
the Company ("RXP Acquisition"), merged with and into Rockford pursuant to the
Plan and Agreement of Merger, dated November 9, 1998 (the "Merger Agreement")
among the Company, Rockford and RXP Acquisition. Pursuant to the Merger
Agreement, at the Effective Time all outstanding options to purchase shares of
Rockford Common Stock, no par value per share, were converted into options to
purchase Common Shares, par value $.60 per share, of AXP (the "Common Shares").

Item 3.  Incorporation of Documents by Reference.

      There are hereby incorporated by reference: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) all
reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31,1997; and (iii) the description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A dated November 13, 1984.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Certain legal matters with respect to the offering of the Common Shares
registered hereby have been passed upon by Carol V. Schwartz, Group Counsel of
the Company. Ms. Schwartz is paid a salary by, and is a participant in various
employee benefit plans offered generally to employees of, the Company. Ms.
Schwartz also owns Common Shares and has options to purchase Common Shares of
the Company.

Item 6.  Indemnification of Directors and Officers.

      The Company's By-laws require the Company to indemnify its past and
present directors and officers to the fullest extent permitted by New York law.
In addition, the Company has purchased insurance policies which provide coverage
for its directors and officers in certain situations where the Company cannot
directly indemnify such directors and officers.

Item 7.  Exemption from Registration Claimed.

      Not applicable.
Item 8.  Exhibits.

4.1   Company's Restated Certificate of Incorporation, dated May 29, 1997
         (incorporated by reference to Exhibit 4.1 of the Company's Registration
         Statement on Form S-3 (File No. 333-32525), filed with the Commission
         on July 31, 1997).

4.2   Company's By-laws, as amended (incorporated by reference to Exhibit 3.2
         of the Company's Annual Report on Form 10-K (Commission File No.
         1-7657) for the fiscal year ended December 31, 1997, filed with the
         Commission on March 31, 1998).

4.3   Form of Certificate for the Company's Common Shares (incorporated by
         reference to Exhibit 4 of the Company's Registration Statement on Form
         S-3 (File No. 33-35382), filed with the Commission on June 12, 1990).

4.4   1995 Stock Option Plan of Rockford Industries, Inc., as amended
         (incorporated by reference to the Proxy Statement on Schedule 14A of
         Rockford Industries, Inc. (File No. 000-26324) filed with the
         Commission on April 21, 1998).

5.1*  Opinion of Carol V. Schwartz., Esq.

23.1* Consent of Carol V. Schwartz (included as part of Exhibit 5.1).

23.2* Consent of Ernst & Young LLP.

24.1* Power of Attorney.

--------------------

* Filed herewith.

Item 9.  Undertakings.

      The undersigned Company hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 1st day of
March, 1999.

                                        AMERICAN EXPRESS COMPANY

                                        By: /s/ Stephen P. Norman
                                            ----------------------------
                                                Stephen P. Norman
                                                Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

              *                                       *
--------------------------------        --------------------------------
Harvey Golub                            Charles W. Duncan, Jr.
Chairman, Chief Executive               Director
Officer and Director

              *                                       *
--------------------------------        --------------------------------
Kenneth I. Chenault                     Beverly Sills Greenough
President, Chief Operating              Director
Officer and Director

              *                                       *
--------------------------------        --------------------------------
Richard Karl Goeltz                     F. Ross Johnson
Vice Chairman and                       Director
Chief Financial Officer

              *                         
--------------------------------        --------------------------------
Daniel T. Henry                         Vernon E. Jordan, Jr.
Senior Vice President and               Director
Comptroller

              *                                       *
--------------------------------        --------------------------------
Daniel F. Akerson                       Jan Leschly
Director                                Director

              *                                       *
--------------------------------        --------------------------------
Anne L. Armstrong                       Drew Lewis
Director                                Director

              *                                       *
--------------------------------        --------------------------------
Edwin L. Artzt                          Richard A. McGinn
Director                                Director

              *                                       *
--------------------------------        --------------------------------
William G. Bowen                        Frank P. Popoff
Director                                Director

* By: /s/ Stephen P. Norman
      --------------------------
          Stephen P. Norman
          (As Attorney-In-Fact)
          March 1, 1999
EXHIBIT INDEX

         The following exhibits are filed herewith, except as noted below.

Exhibit No.                             Description
-----------                             -----------

     4.1      Company's Restated Certificate of Incorporation, dated May 29,
              1997 (incorporated by reference to Exhibit 4.1 of the Company's
              Registration Statement on Form S-3 (File No. 333-32525), filed
              with the Commission on July 31, 1997).

     4.2      Company's By-laws, as amended (incorporated by reference to
              Exhibit 3.2 of the Company's Annual Report on Form 10-K
              (Commission File No. 1-7657) for the fiscal year ended December
              31, 1997, filed with the Commission on March 31, 1998).

     4.3      Form of Certificate for the Company's Common Shares (incorporated
              by reference to Exhibit 4 of the Company's Registration Statement
              on Form S-3 (File No. 33-35382), filed with the Commission on June
              12, 1990).

     4.4      1995 Stock Option Plan of Rockford Industries, Inc., as amended
              (incorporated by reference to the Proxy Statement on Schedule 14A
              of Rockford Industries, Inc. (File No. 000-26324) filed with the
              Commission on April 21, 1998).

     5.1*     Opinion of Carol V. Schwartz, Esq.

     23.1*    Consent of Carol V. Schwartz (included as part of Exhibit 5.1).

     23.2*    Consent of Ernst & Young LLP.

     24.1*    Power of Attorney.

----------------------

*Filed herewith.