REGISTRATION STATEMENT NO. 33-34625
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 2 TO
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 State 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)
FIRST DATA CORPORATION
INCENTIVE SAVINGS PLAN
(Full title of the plan)
Louise M. Parent
Executive Vice President
and General Counsel
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(212) 640-2000
(Name, address and telephone number,
including area code, of agent for service of process)
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Part II
Information Not Required in Prospectus
Item 9. Undertakings
American Express Company, (the "Company"), pursuant to its
undertakings in Registration Statement No. 33-34625 on Form S-8
(the "Registration Statement") relating to the First Data
Corporation Incentive Savings Plan (the "Plan") and pursuant to
Rule 478 under the Securities Act of 1933, as amended, hereby
notifies the Securities and Exchange Commission that the Company
has terminated the offering under the Registration Statement and
hereby terminates the registration of any and all remaining
unsold interests in the Plan and Common Shares that were
registered as a result of the registration of such interests.
<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 Post-
Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York on the 18th day of April, 1995.
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
Stephen P. Norman
Secretary
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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.
* Chairman of the Board, Chief Executive Officer
Harvey Golub and Director (principal executive officer)
President and Director
Jeffrey E. Stiefler
* Executive Vice President and
Michael P. Monaco Chief Financial Officer
* Senior Vice President and
Daniel T. Henry Comptroller (principal
accounting officer)
* Director
Anne L. Armstrong
Director
Edwin L. Artzt
* 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
*By:/s/ Stephen P. Norman
Stephen P. Norman
(as Attorney-in-Fact)
April 18, 1995<PAGE>
<PAGE>
* Director
Drew Lewis
* Director
Aldo Papone
* Director
Roger S. Penske
* Director
Frank P. Popoff
*By:/s/ Stephen P. Norman
Stephen P. Norman
(as Attorney-in-Fact)
April 18, 1995
