<PAGE>
          As filed with the Securities and Exchange Commission on May 14, 1998
                                                 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                          (I.R.S. Employer
        jurisdiction                           Identification No.)
     of incorporation or                      
        organization)

                                200 Vesey Street
                            New York, New York 10285
                              (Address of principal
                               executive offices)
                          -----------------------------

                        1998 INCENTIVE COMPENSATION PLAN
                            (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
===================================================================================================
                                        Proposed Maximum       Proposed Maximum
                                        Offering Price Per     Aggregate Offering     Amount of
Title of Securities   Amount to be      Share (2)              Price (2)              Registration
to be Registered      Registered (1)                                                  Fee (2)
---------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                    <C>                    <C>
Common Shares, par      35,000,000       $100.438               $3,515,330,000         $1,037,022.35
value $.60 per share
===================================================================================================
</TABLE>

(1) This registration statement is also deemed, pursuant to Instruction E to
Form S-8, to relate to 17,970,000 shares previously registered on Form S-8
(Registration No. 333-12683) in connection with a predecessor plan, with respect
to which a registration fee of $276,923.90 has been paid.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average
of the high and low sales prices of such securities on the New York Stock
Exchange on May 7, 1998. The registration fee is calculated by multiplying the
maximum aggregate offering price by .000295.
<PAGE>
                              EXPLANATORY STATEMENT

         A total of 23,700,000 common shares of American Express Company (the
"Company") were registered by Registration Statement on Form S-8 (Registration
No. 333-12683) for issuance under the Company's 1989 Long-Term Incentive Plan
(the "1989 Plan"). On April 27, 1998, the shareholders of the Company approved
the 1998 Incentive Compensation Plan (the "1998 Plan"), which replaced the 1989
Plan. 17,970,000 common shares of the Company which were registered and
available for issuance in connection with the 1989 Plan have not been issued
under the 1989 Plan. Pursuant to instruction E to Form S-8 and the
interpretation of the Securities and Exchange Commission set forth at page 113
of the Division of Corporation Finance's Manual of Publicly-Available Telephone
Interpretations, dated July 1997, these 17,970,000 shares are carried forward
and deemed covered by this Registration Statement on Form S-8.


                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         These are hereby incorporated by reference: (i) the Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) 
the Registrant's Current Reports on Form 8-K dated January 26, 1998, February 4,
1998, February 10, 1998, April 16, 1998, April 24, 1998 and April 29, 1998; 
and (iii) the description of the Registrant's Common Shares, par value $.60 
per share (the "Common Shares"), contained in the Registrant's Registration 
Statement on Form 8-A dated November 13, 1984.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 Douglas H. Daniels, Esq., Group
Counsel of the Registrant. Mr. Daniels is paid a salary by, and is a participant
in various employee benefit plans offered generally to employees of, the
Registrant. Mr. Daniels also owns Common Shares and has options to purchase
Common Shares of the Registrant.

                                       -1-
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

4.2      Registrant's By-laws, as amended (incorporated by reference to Exhibit
         3.2 of the Registrant'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 Registrant's Common Shares (incorporated
         by reference to Exhibit 4 of the Registrant's Registration Statement
         on Form S-3 (File No. 33-35382), filed with the Commission on June
         12, 1990).

4.4*     1998 Incentive Compensation Plan.

5*       Opinion and consent of Douglas H. Daniels, Esq.

23*      Consent of Ernst & Young LLP.

24*      Power of Attorney.

-------------------------------
* Filed herewith.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant 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;


                                       -2-
<PAGE>
                           (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;

                           (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
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Act and will be governed by the final adjudication of
such issue.






                                       -3-
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 14th day of
May, 1998.

                                                 AMERICAN EXPRESS COMPANY
                                                       (Registrant)

                                                 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                                         Frank P. Popoff
Director                                               Director

           *
-------------------------
William G. Bowen
Director

*By:  /s/ Stephen P. Norman
      ---------------------
      Stephen P. Norman
      (As Attorney-In-Fact)
       May 14, 1998
                                       -4-
<PAGE>
                                  EXHIBIT INDEX


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


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

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

   4.2   Registrant's By-laws, as amended (incorporated by reference to
         Exhibit 3.2 of the Registrant'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 Registrant's Common Shares (incorporated
         by reference to Exhibit 4 of the Registrant's Registration Statement
         on Form S-3 (File No. 33-35382), filed with the Commission on June 12,
         1990).

   4.4*  1998 Incentive Compensation Plan.

   5*    Opinion and consent of Douglas H. Daniels, Esq.

  23*    Consent of Ernst & Young LLP.

  24*    Power of Attorney.


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

* Filed herewith.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "AXP 1998 INCENTIVE COMPENSATION PLAN", "secsgml_size_bytes": 16852}]
{"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": "333-52699", "film-number": "98621413"}, "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 May 14, 1998
                                                 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                          (I.R.S. Employer
        jurisdiction                           Identification No.)
     of incorporation or                      
        organization)

                                200 Vesey Street
                            New York, New York 10285
                              (Address of principal
                               executive offices)
                          -----------------------------

                        1998 INCENTIVE COMPENSATION PLAN
                            (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
===================================================================================================
                                        Proposed Maximum       Proposed Maximum
                                        Offering Price Per     Aggregate Offering     Amount of
Title of Securities   Amount to be      Share (2)              Price (2)              Registration
to be Registered      Registered (1)                                                  Fee (2)
---------------------------------------------------------------------------------------------------
Common Shares, par      35,000,000       $100.438               $3,515,330,000         $1,037,022.35
value $.60 per share
===================================================================================================
(1) This registration statement is also deemed, pursuant to Instruction E to
Form S-8, to relate to 17,970,000 shares previously registered on Form S-8
(Registration No. 333-12683) in connection with a predecessor plan, with respect
to which a registration fee of $276,923.90 has been paid.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average
of the high and low sales prices of such securities on the New York Stock
Exchange on May 7, 1998. The registration fee is calculated by multiplying the
maximum aggregate offering price by .000295.
EXPLANATORY STATEMENT

         A total of 23,700,000 common shares of American Express Company (the
"Company") were registered by Registration Statement on Form S-8 (Registration
No. 333-12683) for issuance under the Company's 1989 Long-Term Incentive Plan
(the "1989 Plan"). On April 27, 1998, the shareholders of the Company approved
the 1998 Incentive Compensation Plan (the "1998 Plan"), which replaced the 1989
Plan. 17,970,000 common shares of the Company which were registered and
available for issuance in connection with the 1989 Plan have not been issued
under the 1989 Plan. Pursuant to instruction E to Form S-8 and the
interpretation of the Securities and Exchange Commission set forth at page 113
of the Division of Corporation Finance's Manual of Publicly-Available Telephone
Interpretations, dated July 1997, these 17,970,000 shares are carried forward
and deemed covered by this Registration Statement on Form S-8.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         These are hereby incorporated by reference: (i) the Registrant's 
Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) 
the Registrant's Current Reports on Form 8-K dated January 26, 1998, February 4,
1998, February 10, 1998, April 16, 1998, April 24, 1998 and April 29, 1998; 
and (iii) the description of the Registrant's Common Shares, par value $.60 
per share (the "Common Shares"), contained in the Registrant's Registration 
Statement on Form 8-A dated November 13, 1984.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 Douglas H. Daniels, Esq., Group
Counsel of the Registrant. Mr. Daniels is paid a salary by, and is a participant
in various employee benefit plans offered generally to employees of, the
Registrant. Mr. Daniels also owns Common Shares and has options to purchase
Common Shares of the Registrant.

                                       -1-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

4.2      Registrant's By-laws, as amended (incorporated by reference to Exhibit
         3.2 of the Registrant'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 Registrant's Common Shares (incorporated
         by reference to Exhibit 4 of the Registrant's Registration Statement
         on Form S-3 (File No. 33-35382), filed with the Commission on June
         12, 1990).

4.4*     1998 Incentive Compensation Plan.

5*       Opinion and consent of Douglas H. Daniels, Esq.

23*      Consent of Ernst & Young LLP.

24*      Power of Attorney.

-------------------------------
* Filed herewith.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant 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;

                                       -2-
(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;

                           (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
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Act and will be governed by the final adjudication of
such issue.

                                       -3-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 14th day of
May, 1998.

                                                 AMERICAN EXPRESS COMPANY
                                                       (Registrant)

                                                 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                                         Frank P. Popoff
Director                                               Director

           *
-------------------------
William G. Bowen
Director

*By:  /s/ Stephen P. Norman
      ---------------------
      Stephen P. Norman
      (As Attorney-In-Fact)
       May 14, 1998
                                       -4-
EXHIBIT INDEX

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

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

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

   4.2   Registrant's By-laws, as amended (incorporated by reference to
         Exhibit 3.2 of the Registrant'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 Registrant's Common Shares (incorporated
         by reference to Exhibit 4 of the Registrant's Registration Statement
         on Form S-3 (File No. 33-35382), filed with the Commission on June 12,
         1990).

   4.4*  1998 Incentive Compensation Plan.

   5*    Opinion and consent of Douglas H. Daniels, Esq.

  23*    Consent of Ernst & Young LLP.

  24*    Power of Attorney.

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

* Filed herewith.