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Registration No.
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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.)
World Financial Center
200 Vesey Street
New York, New York 10285
(Address of principal
executive offices)
_____________________________
1989 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
_____________________________
LOUISE M. PARENT, ESQ.
Executive Vice President
and General Counsel
American Express Company
World Financial Center
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
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee (2)
______________________________________________________________________________
Common Shares, 23,700,000 $44.69 $1,059,153,000 $365,225.17
par value $.60
per share
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(1) 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.
(2) 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 September 19, 1996. The registration fee is
calculated on the basis of 1/29th of 1% of the maximum aggregate offering
price.
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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, 1995, as
amended on Form 10-K/A (Amendment No. 1) dated June 28, 1996; (ii) the
Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996; (iii) the Registrant's Current Reports on Form 8-K
dated January 9, 1996, January 22, 1996, April 18, 1996, April 24, 1996 and
July 22, 1996; (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
Certain legal matters with respect to the offering of the Common Shares
registered hereby 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.
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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 3.2 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994)
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 1989 Long-Term Incentive Plan, dated April 22, 1996 (incorporated
by reference to Exhibit 10.1 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996)
5* Opinion and consent of Louise M. Parent, Esq.
15* Letter re: Unaudited Interim Financial Information
23* Consent of Ernst & Young LLP
24* Powers of Attorney
_______________________________
* Filed herewith.
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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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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.
(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 herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
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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.
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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 25th day of September, 1996.
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, Chief Executive
- ------------------------- Officer and Director
Harvey Golub (principal executive
officer)
* Vice Chairman
- ------------------------- and Chief Financial Officer
Richard Goeltz (principal financial
officer)
* Senior Vice President
- ------------------------- and Comptroller
Daniel T. Henry (principal accounting
officer)
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* Director
- -------------------------
Daniel F. Akerson
* Director
- -------------------------
Anne L. Armstrong
* Director
- -------------------------
Edwin L. Artzt
* Director
- -------------------------
William G. Bowen
* Director
- -------------------------
David M. Culver
* Director
- -------------------------
Charles W. Duncan, Jr.
* Director
- -------------------------
Beverly Sills Greenough
Director
- -------------------------
F. Ross Johnson
Director
- -------------------------
Vernon E. Jordan Jr.
* Director
- -------------------------
Drew Lewis
* Director
- -------------------------
Aldo Papone
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* Director
- -------------------------
Frank P. Popoff
*By: /s/Stephen P. Norman
-------------------------
Stephen P. Norman
(Attorney-in-fact)
Date: September 25, 1996
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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 3.2 of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994
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 1989 Long-Term Incentive Plan, dated April 22, 1996
(incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996)
5* Opinion and consent of Louise M. Parent, Esq.
15* Letter re: Unaudited Interim Financial Information
23* Consent of Ernst & Young LLP
24* Powers of Attorney
_______________________________
* Filed herewith.
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EXHIBIT 5
September 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: American Express Company
1989 Long-Term Incentive Plan
______________________________
Ladies and Gentlemen:
I am Executive Vice President and General Counsel of American
Express Company (the "Company"), and I have represented the Company in
connection with the preparation of the Registration Statement on Form S-8
of the Company relating to 23,700,000 Common Shares, par value $.60 per
share ("Common Shares"), of the Company being registered for offer and
sale pursuant to the American Express Company 1989 Long-Term Incentive
Plan (the "Plan").
I or members of my staff have examined the Certificate of
Incorporation, as amended, and the By-laws of the Company, the Plan and
such other corporate documents and records as I have deemed necessary in
order to render the opinion set forth below.
Based upon the foregoing, and subject to the qualification that
I am admitted to the practice of law only in the State of New York and do
not purport to be expert in the laws of any jurisdiction other than the State
of New York and the United States, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of New York.
2. In the case of Common Shares delivered upon the exercise of
stock options and delivered in respect of stock appreciation rights and <PAGE>
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Securities and Exchange Commission
September 23, 1996
Page Two
performance grants or other awards that may be made pursuant to the terms
of the Plan, when such shares have been delivered in accordance with and
pursuant to the terms of the Plan, such shares will be legally issued and,
subject to any restrictions on such shares that the Compensation and
Benefits Committee of the Company's Board of Directors in its discretion
may impose pursuant to the Plan, will be fully paid and non-assessable.
3. In the case of Common Shares delivered in respect of an award
of restricted stock, when such shares have been delivered in accordance
with and pursuant to the terms of the Plan, such shares will be legally
issued and, when the restrictions on the transfer of such shares and the
Company's option to cancel or repurchase have expired, all as provided in
the Plan, such shares will be fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to me in Item 5 of the
Registration Statement.
Very truly yours,
/s/ Louise M. Parent
Louise M. Parent
Executive Vice President
and General Counsel
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EXHIBIT 15
September 25, 1996
The Shareholders and Board of Directors
American Express Company
We are aware of the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1989 Long-Term Incentive Plan of American
Express Company for the registration of 23,700,000 shares of its common
stock of our reports dated May 13, 1996 and August 14, 1996 relating to the
unaudited consolidated interim financial statements of American Express
Company which are included in its Forms 10-Q for the quarters ended March 31,
1996 and June 30, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1993 our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1989 Long-Term Incentive Plan of American Express
Company of our report dated February 8, 1996, with respect to the consolidated
financial statements and schedules of American Express Company, incorporated
by reference in its Annual Report on Form 10-K for the year ended December 31,
1995, as amended by the Company's Form 10-K/A dated June 28, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
September 25, 1996
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EXHIBIT 24
AMERICAN EXPRESS COMPANY
POWER OF ATTORNEY
American Express Company, a New York corporation (the "Company"), and
each of the undersigned officers and directors of the Company, hereby
constitute and appoint Louise M. Parent, Daniel T. Henry and Stephen P.
Norman, jointly and severally, with full power of substitution and revocation,
their true and lawful attorneys-in-fact and agents, for them and on their
behalf and in their respective names, places and steads, in any and all
capacities, to sign, execute and affix their respective seals thereto and file
any of the documents referred to below relating to the proposed registration
of up to 23,700,000 Common Shares, par value $.60 per share, that may be
issued pursuant to the 1989 Long-Term Incentive Plan (the "Plan"); a
registration statement under the Securities Act of 1933, as amended, including
any amendments thereto on behalf of the Company, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as they might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, American Express Company has caused this Power of
Attorney to be executed in its name by its Senior Vice President and Chief
Accounting Officer and its corporate seal to be affixed and attested by its
Secretary, and the undersigned officers and directors have hereunto set their
hand as of the 22nd day of May, 1996.
AMERICAN EXPRESS COMPANY
By:/s/ Daniel T. Henry
________________________
Daniel T. Henry
Senior Vice President and
Chief Accounting Officer
[CORPORATE SEAL]
Attest
/s/ Stephen P. Norman
_____________________
Stephen P. Norman
Secretary
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By /s/ Harvey Golub By /s/ Charles W. Duncan Jr.
_________________________ ______________________________
Harvey Golub Charles W. Duncan Jr.
Chairman, Chief Executive Director
Officer and Director
By /s/ Daniel T. Henry By /s/ Beverly Sills Greenough
_________________________ ______________________________
Daniel T. Henry Beverly Sills Greenough
Senior Vice President Director
and Comptroller
By /s/ Daniel F. Akerson By _____________________________
___________________________ F. Ross Johnson
Daniel F. Akerson Director
Director
By /s/ Anne L. Armstrong By ____________________________
_________________________ Vernon E. Jordan Jr.
Anne L. Armstrong Director
Director
By /s/ Edwin L. Artzt By /s/ Drew Lewis
_________________________ ______________________________
Edwin L. Artzt Drew Lewis
Director Director
By /s/ William G. Bowen By /s/ Aldo Papone
_________________________ ______________________________
William G. Bowen Aldo Papone
Director Director
By /s/ David M. Culver By /s/ Frank P. Popoff
_________________________ ______________________________
David M. Culver Frank P. Popoff
Director Director
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POWER OF ATTORNEY
Richard K. Goeltz, Vice Chairman and Chief Financial Officer of
American Express Company, a New York corporation (the "Company"), hereby
constitutes and appoints Louise M. Parent, Daniel T. Henry and Stephen P.
Norman, jointly and severally, with full power of substitution and revocation,
his true and lawful attorneys-in-fact and agents, for him and on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix any and all seals thereto and file any of the documents referred to
below relating to the proposed registration of up to 23,700,000 Common Shares,
par value $.60 per share, that may be issued pursuant to the 1989 Long-Term
Incentive Plan (the "Plan"); a registration statement under the Securities Act
of 1933, as amended, including any amendments thereto on behalf of the
Company, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
By: /s/ Richard K. Goeltz
__________________________
Richard K. Goeltz
Vice Chairman and Chief
Financial Officer
Dated: September 25, 1996
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