Rule 424(b)(3)
2-89469
P R O S P E C T U S S U P P L E M E N T
dated August , 1994 to
Prospectus dated February 26, 1991
AMERICAN EXPRESS COMPANY
SHAREHOLDER'S STOCK PURCHASE PLAN
Common Shares
Par Value $.60 per Share
The information contained in the Prospectus relating to the Plan is
hereby supplemented and amended by the following information:
Elimination of discount. Effective September 1, 1994, all purchases
of treasury or newly-issued shares from the Company will be at 100% of the
average of the high and low sales prices of the common shares, as published in
reports of the New York Stock Exchange - Composite Transactions, on the
Investment Date. The purchase price of shares purchased in market
transactions will be the weighted average price paid by the Agent to obtain
them. All references to purchases with reinvested cash dividends "at a 3%
discount from market price" or at "97% of the average market price," and the
like, are deleted, with respect to purchases on and after such date.
Questions Concerning the Plan. Please address all correspondence
concerning the Plan, including requests for an Authorization Card to join the
Plan, to:
Chemical Bank
Dividend Reinvestment Department
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Please mention American Express Company in all your
correspondence and, if you are a participant, give the number of your account.
If you prefer, you may call Chemical Bank's Communications Center at (212)
613-7427 or 1-(800) 851-9677.
Revised Questions and Answers. The following Questions and Answers
are to be substituted in their entirety for the identically numbered Questions
and Answers in the Prospectus, effective September 1, 1994:
2. What are the advantages of the Plan?
If you are a shareholder and wish to participate in the Plan,
you may have cash dividends on all or any specified portion of your
shares held of record automatically reinvested. In addition or in
the alternative, you may make optional cash purchases of at least $50
and up to a maximum of $5,000 monthly. The purchase price of shares
purchased under the Plan will be 100% of the average price as more
fully explained under Question 10 below. You will incur no brokerage
commissions, service charges or other fees in connection with
purchases under the Plan. Full investment of funds is possible under
the Plan because it permits your account to be credited not only with
full shares but also with fractional shares. Such fractional shares
participate ratably in subsequent dividends. You may also avoid the<PAGE>
burden of safekeeping certificates for shares credited to your
account under the Plan as well as any shares you currently hold and
wish to deposit into your plan account. Statements reflecting each
purchase will be sent to you as soon as practicable after each
purchase for your account.
10. What will the price of common shares purchased under the Plan
be?
The purchase price of shares purchased under the Plan will be
100% of the average price determined as set forth below. In the case
of purchases from the Company of treasury or newly-issued shares, the
average price will be the average of the high and low sales prices of
the shares reported on the consolidated transactions tape for New
York Stock Exchange issues on the Investment Date. If on any
Investment Date there is no reported trading in the Company's shares
on such consolidated transactions tape, the average price will be
based on reported trades on the next preceding date on which the
Company's shares are traded.
The average price of shares purchased in market transactions
will be the weighted average price paid by the Agent to obtain them.
Tax Consequences. The second paragraph under the heading
"Certain Federal Income Tax Consequences" on page 12 of the Prospectus is
deleted and the following paragraph is substituted in its stead:
In the case of shares acquired from the Company with reinvested
common share dividends, participants in the Plan will be treated as
having received a dividend in an amount equal to the fair market
value of the shares on the dividend payment date. The "fair market
value" of such shares should be equal to the average of the high and
low prices of the shares reported on the consolidated transactions
tape for New York Stock Exchange issues on such date. In the case of
shares purchased in market transactions with reinvested dividends,
participants will be treated as having received a dividend in an
amount equal to the purchase price of the shares paid by the Agent.
A participant should not realize any income when shares are purchased
from the Company with an optional cash payment.
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