<PAGE>
                                                   Registration No.
==============================================================================
                      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.)
                            American Express Tower
                            World Financial Center
                           New York, New York 10285
                             (Address of principal
                              executive offices)
                     -------------------------------------
                    AMERICAN EXPRESS INCENTIVE SAVINGS PLAN
                           (Full title of the plan)
                     -------------------------------------
                            LOUISE M. PARENT, ESQ.
                           Executive Vice President
                              and General Counsel
                           American Express Company
                            American Express Tower
                            World Financial Center
                           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
                                     Offering   Aggregate      Amount of 
Title of Securities  Amount to be    Price Per  Offering       Registration 
to be Registered(1)  Registered (2)  Share (3)  Price (2)      Fee (3)
- ------------------------------------------------------------------------------
Common Shares,       5,000,000       $29.63     $148,150,000   $51,086.21
par value $.60
per share
==============================================================================

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Act"), this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.

(2)  This Registration Statement also relates to such indeterminate number of
additional Common Shares of Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions.

(3)  Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of such securities
on the New York Stock Exchange on May 23, 1994.
=============================================================================
<PAGE>
                                    PART II

                                       
ITEM 3.        INCORPORATION OF CERTAIN 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, 1993; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994: (iii)  the
Registrant's Current Reports on Form 8-K dated January 24, 1994,
January 24, 1994, April 5, 1994, and April 21, 1994; (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; and
(v) the American Express Incentive Savings Plan (the "Plan")
Annual Report on Form 11-K for the plan year ended December 30,
1992.

               All documents filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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.  See instructions to Item 4.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               The legality of newly-issued Common Shares and
interests in the Plan have been passed upon by Louise M. Parent,
Esq., Executive Vice President and General Counsel of the
Registrant.  Ms. Parent is paid a salary by, and is a participant
in various employee benefit plans offered generally to employees
of, the Registrant.  Ms. Parent also owns Common Shares and has
options to purchase Common Shares of the Registrant.











                               2
<PAGE>
<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,
               as amended to date (incorporated by reference to
               Exhibit 4.1 of the Registrant's Registration
               Statement on Form S-8 (File No. 33-43671), filed
               with the Commission on October 31, 1991)

   4.2         Registrant's By-laws, as amended to date
               (incorporated by reference to Exhibit 1(b) of the
               Registrant's Registration Statement on Form S-3
               (File No. 33-50997) filed with the Commission on
               December 3, 1993)

   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         American Express Incentive Savings Plan Amended and
               Restated Effective as of July 1, 1991 (incorporated
               by reference to Exhibit 4.3 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.5         Amendments to American Express Incentive Savings
               Plan adopted October 4, 1991 (incorporated by
               reference to Exhibit 4.4 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.6         Amendments to the American Express Incentive Savings
               Plan

   5.1         Opinion and consent of Louise M. Parent, Esq.








                                    3
<PAGE>

<PAGE>
  15.1         Letter from Ernst & Young Regarding Unaudited
               Interim Financial Information 

  23.1         Consent of Ernst & Young
  
  23.2         Consent of Louise M. Parent, Esq. (included as part
               of Exhibit 5)

  24.1         Powers of Attorney

	The Registrant undertakes that it will cause the Plan and any 
amendments thereto to be submitted to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

ITEM 9.        REQUIRED 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;

        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 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.







                              4
<PAGE>
<PAGE>
               (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
such Act and will be governed by the final adjudication of such
issue.
























                                5
<PAGE>
<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 24th day of May,
1994.


                                 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.


  Name                                       Title             
        *
- ---------------------                        Chairman of the Board,
Harvey Golub                                 Chief Executive Officer and
                                             Director (principal
                                             executive officer)
        *
- ---------------------                        President and Director  
Jeffrey E. Stiefler                

        *
- ---------------------                        Executive Vice   
Michael P. Monaco                            President, Chief Financial
                                             Officer and Treasurer
        *
- ---------------------                        Senior Vice President    
Daniel T. Henry                              and Comptroller
                                             (principal accounting
                                             officer)















                                6
<PAGE>
<PAGE>

        *
- ---------------------                        Director         
Anne L. Armstrong
                         
        *
- ---------------------                        Director       
William G. Bowen

        *
- ---------------------                        Director       
David M. Culver

        *
- ---------------------                        Director       
Charles W. Duncan, Jr.

        *
- ---------------------                        Director       
Richard M. Furlaud               

        *
- ---------------------                        Director       
Beverly Sills Greenough

        *
- ---------------------                        Director       
F. Ross Johnson

        *
- ---------------------                        Director        
Vernon E. Jordan, Jr.

        *
- ---------------------                        Director       
Henry A. Kissinger

        *
- ---------------------                        Director       
Drew Lewis

        *
- ---------------------                        Director       
Aldo Papone

        *
- ---------------------                        Director       
Roger S. Penske










                                7
<PAGE>

<PAGE>
        *
- ---------------------                        Director       
Frank P. Popoff




*By: /s/ Stephen P. Norman
     ----------------------
     Stephen P. Norman
     (Attorney-in-fact) 


Date: May 24, 1994












































                                8
<PAGE>
<PAGE>
        Pursuant to the requirements of the Securities Act of
1933, the members of the Employee Benefits Administration
Committee of American Express Company have duly caused this
Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York on the 24th day of May, 1994.

                                        AMERICAN EXPRESS INCENTIVE
                                        SAVINGS PLAN

                                        By: /s/ Stephen P. Norman
                                            ----------------------
                                            Stephen P. Norman
                                            (as Attorney-in-Fact)

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


                                        By:            *
                                           ------------------------
                                             Roger Ballou
                                             Member of Employee Benefits
                                             Administration Committee 
                                        

                                        By:            *
                                           -----------------------
                                             Craig Dinsell
                                             Member of Employee Benefits
                                             Administration Committee
 

                                        By:            *          
                                           -----------------------
                                             Michael P. Monaco
                                             Member of Employee Benefits
                                             Administration Committee


*By: /s/ Stephen P. Norman         
     ----------------------
     Stephen P. Norman             
     (as attorney-in-fact)         
     May 24, 1994                                                 
                                                         










                                9
<PAGE>
                                             
 <PAGE>
                                 EXHIBIT INDEX

        The following exhibits are filed herewith, except as noted
below.
 
                                                              
Exhibit No.                  Description                      

   4.1         Registrant's Restated Certificate of Incorporation,
               as amended to date (incorporated by reference to
               Exhibit 4.1 of the Registrant's Registration
               Statement on Form S-8 (File No. 33-43671), filed
               with the Commission on October 31, 1991)

   4.2         Registrant's By-laws, as amended to date
               (incorporated by reference to Exhibit 1(b) of the
               Registrant's Registration Statement on Form S-3
               (File No. 33-50997) filed with the Commission on
               December 3, 1993)

   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         American Express Incentive Savings Plan Amended and
               Restated Effective as of July 1, 1991 (incorporated
               by reference to Exhibit 4.3 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.5         Amendments to American Express Incentive Savings
               Plan adopted October 4, 1991 (incorporated by
               reference to Exhibit 4.4 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.6         Amendments to the American Express Incentive Savings
               Plan

   5.1         Opinion and consent of Louise M. Parent, Esq.

  15.1         Letter from Ernst & Young Regarding Unaudited
               Interim Financial Information 

  23.1         Consent of Ernst & Young
  
  23.2         Consent of Louise M. Parent, Esq. (included as part
               of Exhibit 5)

  24.1         Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20722}]
{"company-data": {"conformed-name": "AMERICAN EXPRESS CO", "cik": "0000004962", "assigned-sic": "6211", "irs-number": "134922250", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53801", "film-number": "94530365"}, "business-address": {"street1": "AMERICAN EXPRESS TWR", "street2": "WORLD FINANCIAL CTR", "city": "NEW YORK", "state": "NY", "zip": "10285", "phone": "2126402000"}}
Registration No.
==============================================================================
                      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.)
                            American Express Tower
                            World Financial Center
                           New York, New York 10285
                             (Address of principal
                              executive offices)
                     -------------------------------------
                    AMERICAN EXPRESS INCENTIVE SAVINGS PLAN
                           (Full title of the plan)
                     -------------------------------------
                            LOUISE M. PARENT, ESQ.
                           Executive Vice President
                              and General Counsel
                           American Express Company
                            American Express Tower
                            World Financial Center
                           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
                                     Offering   Aggregate      Amount of 
Title of Securities  Amount to be    Price Per  Offering       Registration 
to be Registered(1)  Registered (2)  Share (3)  Price (2)      Fee (3)
- ------------------------------------------------------------------------------
Common Shares,       5,000,000       $29.63     $148,150,000   $51,086.21
par value $.60
per share
==============================================================================

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Act"), this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.

(2)  This Registration Statement also relates to such indeterminate number of
additional Common Shares of Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions.

(3)  Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of such securities
on the New York Stock Exchange on May 23, 1994.
=============================================================================
PART II

                                       
ITEM 3.        INCORPORATION OF CERTAIN 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, 1993; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994: (iii)  the
Registrant's Current Reports on Form 8-K dated January 24, 1994,
January 24, 1994, April 5, 1994, and April 21, 1994; (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; and
(v) the American Express Incentive Savings Plan (the "Plan")
Annual Report on Form 11-K for the plan year ended December 30,
1992.

               All documents filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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.  See instructions to Item 4.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               The legality of newly-issued Common Shares and
interests in the Plan have been passed upon by Louise M. Parent,
Esq., Executive Vice President and General Counsel of the
Registrant.  Ms. Parent is paid a salary by, and is a participant
in various employee benefit plans offered generally to employees
of, the Registrant.  Ms. Parent also owns Common Shares and has
options to purchase Common Shares of the Registrant.

                               2
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,
               as amended to date (incorporated by reference to
               Exhibit 4.1 of the Registrant's Registration
               Statement on Form S-8 (File No. 33-43671), filed
               with the Commission on October 31, 1991)

   4.2         Registrant's By-laws, as amended to date
               (incorporated by reference to Exhibit 1(b) of the
               Registrant's Registration Statement on Form S-3
               (File No. 33-50997) filed with the Commission on
               December 3, 1993)

   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         American Express Incentive Savings Plan Amended and
               Restated Effective as of July 1, 1991 (incorporated
               by reference to Exhibit 4.3 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.5         Amendments to American Express Incentive Savings
               Plan adopted October 4, 1991 (incorporated by
               reference to Exhibit 4.4 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.6         Amendments to the American Express Incentive Savings
               Plan

   5.1         Opinion and consent of Louise M. Parent, Esq.

                                    3
15.1         Letter from Ernst & Young Regarding Unaudited
               Interim Financial Information 

  23.1         Consent of Ernst & Young
  
  23.2         Consent of Louise M. Parent, Esq. (included as part
               of Exhibit 5)

  24.1         Powers of Attorney

	The Registrant undertakes that it will cause the Plan and any 
amendments thereto to be submitted to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

ITEM 9.        REQUIRED 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;

        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 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.

                              4
(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
such Act and will be governed by the final adjudication of such
issue.

                                5
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 24th day of May,
1994.

                                 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.

  Name                                       Title             
        *
- ---------------------                        Chairman of the Board,
Harvey Golub                                 Chief Executive Officer and
                                             Director (principal
                                             executive officer)
        *
- ---------------------                        President and Director  
Jeffrey E. Stiefler                

        *
- ---------------------                        Executive Vice   
Michael P. Monaco                            President, Chief Financial
                                             Officer and Treasurer
        *
- ---------------------                        Senior Vice President    
Daniel T. Henry                              and Comptroller
                                             (principal accounting
                                             officer)

                                6
*
- ---------------------                        Director         
Anne L. Armstrong
                         
        *
- ---------------------                        Director       
William G. Bowen

        *
- ---------------------                        Director       
David M. Culver

        *
- ---------------------                        Director       
Charles W. Duncan, Jr.

        *
- ---------------------                        Director       
Richard M. Furlaud               

        *
- ---------------------                        Director       
Beverly Sills Greenough

        *
- ---------------------                        Director       
F. Ross Johnson

        *
- ---------------------                        Director        
Vernon E. Jordan, Jr.

        *
- ---------------------                        Director       
Henry A. Kissinger

        *
- ---------------------                        Director       
Drew Lewis

        *
- ---------------------                        Director       
Aldo Papone

        *
- ---------------------                        Director       
Roger S. Penske

                                7
*
- ---------------------                        Director       
Frank P. Popoff

*By: /s/ Stephen P. Norman
     ----------------------
     Stephen P. Norman
     (Attorney-in-fact) 

Date: May 24, 1994

                                8
Pursuant to the requirements of the Securities Act of
1933, the members of the Employee Benefits Administration
Committee of American Express Company have duly caused this
Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York on the 24th day of May, 1994.

                                        AMERICAN EXPRESS INCENTIVE
                                        SAVINGS PLAN

                                        By: /s/ Stephen P. Norman
                                            ----------------------
                                            Stephen P. Norman
                                            (as Attorney-in-Fact)

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

                                        By:            *
                                           ------------------------
                                             Roger Ballou
                                             Member of Employee Benefits
                                             Administration Committee 
                                        

                                        By:            *
                                           -----------------------
                                             Craig Dinsell
                                             Member of Employee Benefits
                                             Administration Committee
 

                                        By:            *          
                                           -----------------------
                                             Michael P. Monaco
                                             Member of Employee Benefits
                                             Administration Committee

*By: /s/ Stephen P. Norman         
     ----------------------
     Stephen P. Norman             
     (as attorney-in-fact)         
     May 24, 1994                                                 
                                                         

                                9
EXHIBIT INDEX

        The following exhibits are filed herewith, except as noted
below.
 
                                                              
Exhibit No.                  Description                      

   4.1         Registrant's Restated Certificate of Incorporation,
               as amended to date (incorporated by reference to
               Exhibit 4.1 of the Registrant's Registration
               Statement on Form S-8 (File No. 33-43671), filed
               with the Commission on October 31, 1991)

   4.2         Registrant's By-laws, as amended to date
               (incorporated by reference to Exhibit 1(b) of the
               Registrant's Registration Statement on Form S-3
               (File No. 33-50997) filed with the Commission on
               December 3, 1993)

   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         American Express Incentive Savings Plan Amended and
               Restated Effective as of July 1, 1991 (incorporated
               by reference to Exhibit 4.3 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.5         Amendments to American Express Incentive Savings
               Plan adopted October 4, 1991 (incorporated by
               reference to Exhibit 4.4 of the Registrant's
               Registration Statement on Form S-8 (File No. 33-
               43671) filed with the Commission on October 30,
               1991)

   4.6         Amendments to the American Express Incentive Savings
               Plan

   5.1         Opinion and consent of Louise M. Parent, Esq.

  15.1         Letter from Ernst & Young Regarding Unaudited
               Interim Financial Information 

  23.1         Consent of Ernst & Young
  
  23.2         Consent of Louise M. Parent, Esq. (included as part
               of Exhibit 5)

  24.1         Powers of Attorney