REGISTRATION STATEMENT NO. 2-89624
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-3
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
(212) 640-2000
(Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)
______________________________
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, including zip code, and telephone number,
including area code, of agent for service of process)
=================================================================
<PAGE>
Part II
Information Not Required in Prospectus
Item 17. Undertakings
American Express Company, (the "Company"), pursuant to its
Registration Statement No. 2-89624 on Form S-3 (the "Registration
Statement") registered Common Shares (the "Shares") for sale by
certain selling shareholders. The Shares were offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act").
Pursuant to its undertakings in the Registration Statement and
Rule 478 under the Act, the Company hereby terminates the
Registration Statement, and removes from registration all Shares
which were registered but not sold pursuant to the Registration
Statement.
<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-3, and
has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New
York, State of New York on the 27 day of September, 1995.
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
_______________________
Stephen P. Norman
Secretary
<PAGE>
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 Beverly Sills Greenough
Chairman of the Board, Director
Chief Executive Officer
and Director (principal
executive officer) __________________________
F. Ross Johnson
Director
__________*______________ ___________*______________
Michael P. Monaco Vernon E. Jordan, Jr.
Executive Vice President Director
and Chief Financial Officer
__________*_______________ ___________*______________
Daniel T. Henry Henry A. Kissinger
Senior Vice President and Director
Comptroller (principal
accounting officer)
_________*________________ ___________*______________
Daniel F. Akerson Drew Lewis
Director Director
_________*________________ ___________*______________
Anne L. Armstrong Aldo Papone
Director Director
_________*________________ ___________*______________
Edwin L. Artzt Frank P. Popoff
Director Director
_________*_________________ *By:/s/ Stephen P. Norman
William G. Bowen __________________________
Director Stephen P. Norman
(as Attorney-in-Fact)
September 27, 1995
_________*_________________
David M. Culver
Director
_________*_________________
Charles W. Duncan, Jr.
Director
