As filed with the Securities and Exchange Commission on December 9, 1997
                                          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)
                         -----------------------------
                    AMERICAN EXPRESS DIRECTORS' STOCK 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       Proposed
                                  Maximum        Maximum       Amount of
Title of             Amount to    Offering       Aggregate     Registration
Securities           be           Price Per      Offering      Fee (1)
to be                Registered   Share (1)      Price (1)
Registered
------------------------------------------------------------------------------
Common               10,000       $84.376        $843,760      $248.91
Shares, par 
value $.60
per share
===============================================================================

 (1)  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 December 3, 1997.  The  registration  fee is  calculated  by
multiplying the maximum aggregate offering price by .000295.

<PAGE>
                                    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,  1996,  as amended
on Form 10-K/A  (Amendment  No. 1) dated June 26, 1997;  (ii) the  Registrant's
Quarterly  Reports on Form 10-Q for the  quarters  ended March 31,  1997,  June
30, 1997 and  September 30, 1997;  (iii) the  Registrant's  Current  Reports on
Form 8-K dated  January 27, 1997,  April 24, 1997 (as amended  April 28, 1997),
July  29,  1997  and  October  27,  1997;  and  (iv)  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

      Not applicable.


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.



                                         -1-
<PAGE>

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  Quarterly  Report on Form 10-Q (Commission File
      No.  1-7657) for the quarter  ended  September  30, 1996,  filed with the
      Commission on November 14, 1996).

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*  Resolution of the Board of Directors of the Registrant adopting the
      American Express Directors' Stock Plan.

15*   Letter re:  Unaudited Interim Financial Information.

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;

                (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;


                                      -2-
<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  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 9th day of December, 1997.
                                    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 K. 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                  Aldo Papone
Director                        Director

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

*By:  /s/ Stephen P. Norman
      ---------------------
        Stephen P. Norman
        (As Attorney-In-Fact)
        December 9, 1997
                                      -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  Quarterly  Report on Form 10-Q
              (Commission  File No. 1-7657) for the quarter ended September 30,
              1996, filed with the Commission on November 14, 1996).

   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*       Resolution of the Board of Directors of the  Registrant  adopting
              the American Express Directors' Stock Plan.

  15*         Letter re:  Unaudited Interim Financial Information.

  23*         Consent of Ernst & Young LLP.

  24*         Power of Attorney.


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

* Filed herewith.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "AMERICAN EXPRESS DIRECTORS' STOCK PLAN", "secsgml_size_bytes": 15161}]
{"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": "333-41779", "film-number": "97734671"}, "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 December 9, 1997
                                          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)
                         -----------------------------
                    AMERICAN EXPRESS DIRECTORS' STOCK 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       Proposed
                                  Maximum        Maximum       Amount of
Title of             Amount to    Offering       Aggregate     Registration
Securities           be           Price Per      Offering      Fee (1)
to be                Registered   Share (1)      Price (1)
Registered
------------------------------------------------------------------------------
Common               10,000       $84.376        $843,760      $248.91
Shares, par 
value $.60
per share
===============================================================================

 (1)  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 December 3, 1997.  The  registration  fee is  calculated  by
multiplying the maximum aggregate offering price by .000295.
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,  1996,  as amended
on Form 10-K/A  (Amendment  No. 1) dated June 26, 1997;  (ii) the  Registrant's
Quarterly  Reports on Form 10-Q for the  quarters  ended March 31,  1997,  June
30, 1997 and  September 30, 1997;  (iii) the  Registrant's  Current  Reports on
Form 8-K dated  January 27, 1997,  April 24, 1997 (as amended  April 28, 1997),
July  29,  1997  and  October  27,  1997;  and  (iv)  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

      Not applicable.

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.

                                         -1-
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  Quarterly  Report on Form 10-Q (Commission File
      No.  1-7657) for the quarter  ended  September  30, 1996,  filed with the
      Commission on November 14, 1996).

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*  Resolution of the Board of Directors of the Registrant adopting the
      American Express Directors' Stock Plan.

15*   Letter re:  Unaudited Interim Financial Information.

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;

                (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;

                                      -2-
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 9th day of December, 1997.
                                    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 K. 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                  Aldo Papone
Director                        Director

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

*By:  /s/ Stephen P. Norman
      ---------------------
        Stephen P. Norman
        (As Attorney-In-Fact)
        December 9, 1997
                                      -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  Quarterly  Report on Form 10-Q
              (Commission  File No. 1-7657) for the quarter ended September 30,
              1996, filed with the Commission on November 14, 1996).

   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*       Resolution of the Board of Directors of the  Registrant  adopting
              the American Express Directors' Stock Plan.

  15*         Letter re:  Unaudited Interim Financial Information.

  23*         Consent of Ernst & Young LLP.

  24*         Power of Attorney.

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

* Filed herewith.