AMERICAN EXPRESS CO
8-K, 1997-10-29
FINANCE SERVICES
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<PAGE>




===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                           --------------------------

       Date of Report (Date of earliest event reported): October 27, 1997
                           --------------------------



                            AMERICAN EXPRESS COMPANY
             (Exact name of registrant as specified in its charter)

                           --------------------------



          New York                      1-7657                 13-4922250
- ----------------------------   ------------------------    ------------------- 
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
     of incorporation or                                   Identification No.)
        organization)



       200 Vesey Street, World Financial Center
                  New York, New York                       10285
       ----------------------------------------          ----------
       (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code: (212) 640-2000

               ---------------------------------------------------
          (Former name or former address, if changed since last report)




===============================================================================


<PAGE>
Item 5. Other Events

     On October 27, 1997, the Registrant issued a press release announcing
its third quarter earnings and distributed an Earnings Conference Call
Summary. Such press release is filed herein as Exhibit 99.1, and such Earnings
Conference Call Summary is filed herein as Exhibit 99.2.



Item 7. Financial Statements, Pro Forma Financial Information And Exhibits

        (c)   Exhibits

        99.1  Press release of American Express Company dated October 27, 1997.

        99.2  Third Quarter 1997 Earnings Conference Call Summary of American
              Express Company.









































<PAGE>



                                    SIGNATURE




     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.







                                            AMERICAN EXPRESS COMPANY
                                            (REGISTRANT)



                                            By /s/ Stephen P. Norman
                                               ---------------------
                                            Name:  Stephen P. Norman
                                            Title: Secretary









DATE:   October 27, 1997





















<PAGE>



                                  EXHIBIT INDEX


Item No.              Description
- --------              -----------

99.1          Press release of American Express Company dated October 27, 1997.

99.2          Third Quarter 1997 Earnings Conference Call Summary of American
              Express Company.





                                                          Exhibit 99.1

NEW YORK, October 27, 1997 -- American Express Company today reported 
record third quarter net income of $524 million, 14 percent higher than 
the same period a year ago. On a per share basis, third quarter net income 
was $1.10, an increase of 16 percent from $0.95. Revenues of $4.5 billion 
were up 9.9 percent from a year ago. The company's return on equity was 
23.3 percent.

These results met or exceeded American Express' long-term targets of: 
12-15 percent earnings per share growth, with at least 8 percent coming 
from higher revenues; and a return on equity of 18-20 percent.

Travel Related Services (TRS) reported record quarterly net income of $356 
million, up 10 percent from $323 million a year ago.

TRS' net revenues increased 8 percent from the prior year, primarily due 
to higher worldwide billed business, greater cardmember loans outstanding 
and wider interest margins in the lending portfolio. The growth in 
revenues also includes a benefit from increased recognition of recoveries 
on abandoned property related to the Travelers Cheque business, which was 
largely offset by higher investment spending on business building 
initiatives.

The improvement in billed business reflects a greater number of cards 
outstanding and higher spending per cardmember. The growth in cards is 
largely attributable to the introduction of new consumer and small 
business credit card products consistent with the company's strategy of 
building its lending portfolio through the issuance of low- and no-fee 
credit cards. Spending increased in part due to the benefits of rewards 
programs and expanded merchant coverage.

The provision for losses rose from year-ago levels, reflecting both higher 
volume and loss rates. Other operating expenses increased only slightly.

A gain of $37 million realized during the quarter from the securitization 
of a portion of the loan portfolio was offset by increased spending on 
additional marketing and promotion efforts and had no material impact on 
net income or total expenses.

American Express Financial Advisors (AEFA) reported record quarterly net 
income of $184 million, an 18 percent increase over the $156 million in 
the same period last year.

Revenue and earnings growth benefited from higher fee revenues due to an 
increase in managed assets.

The growth in Other Operating Expenses during the quarter primarily 
reflects the cost of hedging activities designed to reduce the impact of 
stock market volatility on management fees, as well as costs related to 
systems technology.

AEFA reported record sales of mutual funds in the third quarter. Sales of 
investment certificates increased over last year; those of annuities, and 
life and other insurance products declined.

American Express Bank (AEB) reported third quarter net income of $21 
million, a 19 percent increase from $18 million in 1996.

The growth in earnings reflects higher revenues, primarily due to strong 
foreign exchange income and increased net interest income from a larger 
loan portfolio. The revenue increase was partially offset by higher 
operating expenses, mainly in systems technology.

Corporate and Other reported net expenses of $37 million, compared with 
$39 million a year ago.

American Express Company, (www.americanexpress.com), founded in 1850, is
a global travel, financial and network services provider.
 <PAGE>
                         American Express Company
                         ------------------------
                             Financial Summary
                             -----------------
				(Unaudited)						

(Dollars in millions, except per share amounts)

                                         Quarter Ended
                                         September 30,
                                         ------------  Percentage
                                         1997     1996  Inc/(Dec)
                                         ----     ---- ----------

Revenues by Industry Segment(A)
- -------------------------------
  Travel Related Services              $3,199   $2,958      8.1%
  American Express Financial Advisors   1,169    1,021     14.5
  American Express Bank                   162      151      8.3
                                       -------  -------
                                        4,530    4,130      9.6
  Corporate and Other, including
    adjustments and eliminations          (30)     (36)    16.7
                                       -------  -------
CONSOLIDATED REVENUES(A)               $4,500   $4,094      9.9
                                       =======  =======
					 							
Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services                $494     $441     12.0
  American Express Financial Advisors     261      230     13.7
  American Express Bank                    34       28     21.6
                                        ------   ------
                                          789      699     13.0
		 		 								
  Corporate and Other                     (71)     (78)     7.6
                                        ------   ------
PRETAX INCOME                            $718     $621     15.5
                                        ======   ======
												
Net Income by Industry Segment	
- ------------------------------
  Travel Related Services                $356     $323     10.2
  American Express Financial Advisors     184      156     18.1
  American Express Bank                    21       18     18.9
                                        ------   ------
                                          561      497     13.0
		 	 	 	 							
  Corporate and Other                     (37)     (39)     4.2
                                        ------   ------
NET INCOME                               $524     $458     14.4
                                        ======   ======
												
NET INCOME PER COMMON SHARE             $1.10    $0.95     15.8
                                       =======  =======
Cash dividends declared per
  common share                         $0.225   $0.225
                                       =======  =======
Average common shares
  outstanding (000's)                 477,185  481,865
                                      ======== ========
												
												
                                      Nine Months Ended
                                        September 30,
                                      -----------------Percentage
                                         1997     1996  Inc/(Dec)
                                         ----     ----  ---------
Revenues by Industry Segment(A)
- --------------------------------
  Travel Related Services              $9,316   $8,669      7.5%
  American Express Financial Advisors   3,396    3,041     11.7
  American Express Bank                   469      435      7.9
                                      -------- --------
                                       13,181   12,145      8.5
  Corporate and Other, including
    adjustments and eliminations          (95)     (65)   (46.2)
                                      --------  -------
CONSOLIDATED REVENUES(A)              $13,086  $12,080      8.3
                                      ======== ========
					 							
Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services              $1,437   $1,316      9.2
  American Express Financial Advisors     762      657     16.0
  American Express Bank                    99       79     25.5
                                      --------  -------
                                        2,298    2,052     12.0
		 		 								
  Corporate and Other                    (238)    (231)    (3.2)
                                      --------  -------
PRETAX INCOME                          $2,060   $1,821     13.1
                                      ========  =======
												
Net Income by Industry Segment
- ------------------------------
  Travel Related Services              $1,026     $932     10.1
  American Express Financial Advisors     524      439     19.5
  American Express Bank                    62       51     22.4
                                      --------  ------
                                        1,612    1,422     13.5
		 	 	 	 							
  Corporate and Other                    (114)    (115)     0.1
                                      --------  -------
NET INCOME                             $1,498   $1,307     14.6
                                      ========  =======
												
NET INCOME PER COMMON SHARE             $3.12    $2.68     16.4
                                      ========  =======
Cash dividends declared per
  common share                         $0.675   $0.675
                                      ========  =======
Average common shares
  outstanding (000's)                 479,636  486,554
                                      ======== ========
												
(A) Revenues are reported net of interest expense, where
    applicable.

												
<PAGE>
                     American Express Company
                     ------------------------
                 Selected Statistical Information
                 --------------------------------
                            (Unaudited)
												

                                        Quarter Ended
                                        September 30,
                                        -------------  Percentage
                                         1997    1996   Inc/(Dec)
                                         ----    ----  ----------
				 	 					
										
Return on Average Equity*                23.3%   22.8%         -
Common Shares Outstanding (millions)     465.8   473.5     (1.6%)
Book Value per Common Share:										
  Actual                                $19.57  $17.41     12.4%
  Pro Forma*                            $18.41  $16.19     13.7%
Shareholders' Equity (billions)           $9.1    $8.2     10.6%


                                
                                     Nine Months Ended
                                        September 30,
                                     ----------------- Percentage
                                         1997    1996   Inc/(Dec)
                                        -----    ----  ----------
										
										
Return on Average Equity*               23.3%   22.8%        -
Common Shares Outstanding (millions)    465.8   473.5    (1.6%)
Book Value per Common Share:												
  Actual                               $19.57  $17.41    12.4%
  Pro Forma*                           $18.41  $16.19    13.7%
Shareholders' Equity (billions)          $9.1    $8.2    10.6%
												
												
												
* Excludes the effect of SFAS #115 and for ROE, also excludes a
  fourth quarter 1996 $300 million gain on the exchange of the
  Company's DECs and $138 million restructuring charge.


<PAGE>
                       American Express Company
                       ------------------------
                           Financial Summary
                           -----------------
                              (Unaudited)

(Dollars in millions, except per share amounts)

                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
Revenues by Industry Segment(A)
- -------------------------------
  Travel Related Services                              $3,199
  American Express Financial Advisors                   1,169
  American Express Bank                                   162
                                                      --------
                                                        4,530
  Corporate and Other,
    including adjustments and eliminations                (30)
                                                      --------
CONSOLIDATED REVENUES(A)                               $4,500
                                                      ========
											
Pretax Operating Income by Industry Segment
- -------------------------------------------
  Travel Related Services(B)                             $494
  American Express Financial Advisors                     261
  American Express Bank                                    34
                                                       -------
                                                          789
		 									
  Corporate and Other (C)                                 (71)
                                                       -------
PRETAX OPERATING INCOME                                  $718
                                                       =======
											
Operating Income by Industry Segment
- ------------------------------------
  Travel Related Services(B)                             $356
  American Express Financial Advisors                     184
  American Express Bank                                    21
                                                       -------
                                                          561
		 								
     Corporate and Other (C)                              (37)
                                                       -------
OPERATING INCOME                                         $524
FDC Gain/(Restructuring)                                    0
                                                       -------
NET INCOME                                               $524
                                                       =======
										
OPERATING INCOME PER COMMON SHARE                       $1.10
FDC Gain/(Restructuring)                                $0.00
                                                       -------
NET INCOME PER COMMON SHARE                             $1.10
                                                      ========
Cash dividends declared per common share               $0.225
                                                      ========
Average common shares outstanding (000's)             477,185
                                                      ========

                                                    Quarter Ended
                                                       June 30,
                                                         1997
                                                    -------------
Revenues by Industry Segment(A)
- -------------------------------
  Travel Related Services                              $3,147
  American Express Financial Advisors                   1,143
  American Express Bank                                   153
                                                      --------
                                                        4,443
  Corporate and Other,
    including adjustments and eliminations                (21)
                                                      --------
CONSOLIDATED REVENUES(A)                               $4,422
                                                      ========
										
Pretax Operating Income by Industry Segment
- -------------------------------------------
  Travel Related Services(B)                             $493
  American Express Financial Advisors                     265
  American Express Bank                                    33
                                                       -------
                                                          791
		 								
  Corporate and Other (C)                                 (89)
                                                       -------
PRETAX OPERATING INCOME                                  $702
                                                       =======
                         
Operating Income by Industry Segment
- ------------------------------------
  Travel Related Services(B)                             $355
  American Express Financial Advisors                     183
  American Express Bank                                    21
                                                       -------
                                                          559
		 								
  Corporate and Other (C)                                 (39)
                                                       -------
OPERATING INCOME                                         $520
FDC Gain/(Restructuring)                                    0
                                                       -------
NET INCOME                                               $520
                                                       =======
										
OPERATING INCOME PER COMMON SHARE                       $1.08
FDC Gain/(Restructuring)                                $0.00
                                                      --------
NET INCOME PER COMMON SHARE                             $1.08
                                                      ========
Cash dividends declared per common share               $0.225
                                                      ========
Average common shares outstanding (000's)             479,494
                                                      ========

                                                    Quarter Ended
                                                       March 31,
                                                         1997
                                                    -------------
Revenues by Industry Segment(A)
- --------------------------------
  Travel Related Services                              $2,970
  American Express Financial Advisors                   1,084
  American Express Bank                                   153
                                                      --------
                                                        4,207
  Corporate and Other,
    including adjustments and eliminations                (43)
                                                      --------
CONSOLIDATED REVENUES(A)                               $4,164
                                                      ========
										
Pretax Operating Income by Industry Segment
- -------------------------------------------
  Travel Related Services(B)                             $449
  American Express Financial Advisors                     236
  American Express Bank                                    32
                                                      --------
                                                          717
		 								
  Corporate and Other (C)                                 (77)
                                                      --------
PRETAX OPERATING INCOME                                  $640
                                                      ========

Operating Income by Industry Segment
- ------------------------------------
  Travel Related Services(B)                             $315
  American Express Financial Advisors                     157
  American Express Bank                                    20
                                                       -------
                                                          492
		 								
  Corporate and Other (C)                                 (38)
                                                       -------
OPERATING INCOME                                         $454
FDC Gain/(Restructuring)                                    0
                                                      --------
NET INCOME                                               $454
                                                      ========

OPERATING INCOME PER COMMON SHARE                       $0.94
FDC Gain/(Restructuring)                                $0.00
                                                      --------
NET INCOME PER COMMON SHARE                             $0.94
                                                      ========
Cash dividends declared per common share               $0.225
                                                      ========
Average common shares outstanding (000's)             482,077
                                                      ========


                                                    Quarter Ended
                                                     December 31,
                                                         1996
                                                    --------------
Revenues by Industry Segment(A)
- -------------------------------
  Travel Related Services                              $3,103
  American Express Financial Advisors                   1,069
  American Express Bank                                   156
                                                      --------
                                                        4,328
  Corporate and Other,
    including adjustments and eliminations                (27)
                                                      --------
CONSOLIDATED REVENUES(A)                               $4,301
                                                      ========
										
Pretax Operating Income by Industry Segment
- -------------------------------------------
  Travel Related Services(B)                             $403
  American Express Financial Advisors                     228
  American Express Bank                                    26
                                                       -------
                                                          657
		 								
  Corporate and Other (C)                                 (78)
                                                       -------
PRETAX OPERATING INCOME                                  $579
                                                       =======
										
Operating Income by Industry Segment
- ------------------------------------
  Travel Related Services(B)                             $299
  American Express Financial Advisors                     155
  American Express Bank                                    17
                                                       -------
                                                          471
		 								
  Corporate and Other (C)                                 (38)
                                                       -------
OPERATING INCOME                                         $433
FDC Gain/(Restructuring)                                  162
                                                       -------
NET INCOME                                               $595
                                                       =======

OPERATING INCOME PER COMMON SHARE                       $0.90
FDC Gain/(Restructuring)                                $0.33
                                                       -------
NET INCOME PER COMMON SHARE                             $1.23
                                                      ========
Cash dividends declared per common share               $0.225
                                                      ========
Average common shares outstanding (000's)             482,065
                                                      ========


                                                    Quarter Ended
                                                    September 30,
                                                         1996
                                                    --------------
Revenues by Industry Segment(A)
- -------------------------------
  Travel Related Services                              $2,958
  American Express Financial Advisors                   1,021
  American Express Bank                                   151
                                                       -------
                                                        4,130
  Corporate and Other,
    including adjustments and eliminations                (36)
                                                       -------
CONSOLIDATED REVENUES(A)                               $4,094
                                                       =======

Pretax Operating Income by Industry Segment	
- -------------------------------------------
  Travel Related Services(B)                             $441
  American Express Financial Advisors                     230
  American Express Bank                                    28
                                                       -------
                                                          699
		 								
  Corporate and Other (C)                                 (78)
                                                       -------
PRETAX OPERATING INCOME                                  $621
                                                       =======

Operating Income by Industry Segment
- ------------------------------------
  Travel Related Services(B)                             $323
  American Express Financial Advisors                     156
  American Express Bank                                    18
                                                       -------
                                                          497
		 								
  Corporate and Other (C)                                 (39)
                                                       -------
OPERATING INCOME                                         $458
FDC Gain/(Restructuring)                                    0
                                                       -------
NET INCOME                                               $458
                                                       =======
										
OPERATING INCOME PER COMMON SHARE                       $0.95
FDC Gain/(Restructuring)                                $0.00
                                                     ---------
NET INCOME PER COMMON SHARE                             $0.95
                                                     =========
Cash dividends declared per common share               $0.225
                                                     =========
Average common shares outstanding (000's)             481,865
                                                     =========
											
(A) Revenues are reported net of interest expense, where
    applicable.
(B) TRS' results for the quarter ended December 31, 1996
    exclude a pretax restructuring charge of $196 million
    ($125 million after-tax).
(C) Corporate and Other results for the quarter ended
    December 31, 1996 exclude a pretax gain of $480 million
    ($300 million after-tax) on the exchange of the Company's
    DECs (Debt Exchangeable for Common Stock) for shares of
    common stock of First Data Corporation and a $20 million
    pretax charge ($13 million after-tax) related to the early
    retirement of debt and certain restructuring costs.
<PAGE>
                     American Express Company
                     ------------------------
                 Selected Statistical Information
                 --------------------------------
                           (Unaudited)
											
                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
											
Return on Average Equity*                              23.3%
Common Shares Outstanding (millions)                   465.8
Book Value per Common Share:											
  Actual                                              $19.57
  Pro Forma*                                          $18.41
Shareholders' Equity (billions)                         $9.1


                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
											
Return on Average Equity*                              23.2%
Common Shares Outstanding (millions)                   468.9
Book Value per Common Share:
  Actual                                              $18.82
  Pro Forma*                                          $17.95
Shareholders' Equity (billions)                         $8.8


                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                   -------------
										
Return on Average Equity*                              23.0%
Common Shares Outstanding (millions)                   470.9
Book Value per Common Share:
  Actual                                              $17.80
  Pro Forma*                                          $17.44
Shareholders' Equity (billions)                         $8.4


                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   --------------
										
Return on Average Equity*                              22.8%
Common Shares Outstanding (millions)                   472.9
Book Value per Common Share:
  Actual                                              $18.04
  Pro Forma*                                          $17.22
Shareholders' Equity (billions)                         $8.5


                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
										
Return on Average Equity*                              22.8%
Common Shares Outstanding (millions)                   473.5
Book Value per Common Share:
  Actual                                              $17.41
  Pro Forma*                                          $16.19
Shareholders' Equity (billions)                         $8.2
										
* Excludes the effect of SFAS #115 and for ROE, also excludes
  fourth quarter 1996 $300 million gain on the exchange of the
  Company's DECs and $138 million restructuring charge.

                                     
<PAGE>
(Preliminary)            Travel Related Services
                         -----------------------
                           Statement of Income
                           -------------------
                               (Unaudited)
(Dollars in millions)																							
                                      Quarter Ended
                                      September 30,
                                      -------------   Percentage
                                      1997     1996    Inc/(Dec)
                                      ----     ----   ----------
Net Revenues:
  Discount Revenue                  $1,422   $1,256       13.3%
  Net Card Fees                        399      418       (4.7)
  Travel Commissions and Fees          370      354        4.1
  Interest and Dividends               150      167      (10.1)
  Other Revenues                       540      508        6.6
  Lending:
    Finance Charge Revenue             472      377       25.3
    Interest Expense                   154      122       26.5
                                     -----    -----
      Net Finance Charge Revenue       318      255       24.7
                                     -----    -----
    Total Net Revenues               3,199    2,958        8.1
                                     -----    -----
Expenses:
  Marketing and Promotion              301      278        8.1
  Provision for Losses and Claims:
    Charge Card                        228      172       32.4
    Lending                            179      107       66.9
    Other                               22       28      (22.9)
                                     -----    -----
      Total                            429      307       39.6
                                     -----    -----
    Interest Expense:
      Charge Card                      186      175        6.5
      Other                             50       72      (31.2)
                                     -----    -----
        Total                          236      247       (4.5)
    Net Discount Expense               142      128       10.4
    Human Resources                    796      764        4.1
    Other Operating Expenses           801      793        1.3
                                     -----    -----
      Total Expenses                 2,705    2,517        7.5
                                     -----    -----
Pretax Income                          494      441       12.0
Income Tax Provision                   138      118       17.2
                                     -----    -----
Net Income                            $356     $323       10.2
                                     =====    =====
																							

<PAGE>
(Preliminary)              Travel Related Services
                           -----------------------
                             Statement of Income
                             -------------------
                       (Unaudited, Managed Asset Basis)
(Dollars in millions)																							
                                      Quarter Ended
                                       September 30,
                                      --------------  Percentage
                                       1997    1996   Inc/(Dec)
                                       ----    ----   ----------
Net Revenues:
  Discount Revenue                   $1,422  $1,256       13.3%
  Net Card Fees                         403     414       (2.8)
  Travel Commissions and Fees           370     354        4.1
  Interest and Dividends                145     167      (12.8)
  Other Revenues                        485     463        5.0
  Lending:
    Finance Charge Revenue              548     420       30.5
    Interest Expense                    177     139       27.5
                                      -----   -----
      Net Finance Charge Revenue        371     281       32.0
                                      -----   -----
    Total Net Revenues                3,196   2,935        8.9
                                      -----   -----
Expenses:
  Marketing and Promotion               264     278       (5.2)
  Provision for Losses and Claims:
    Charge Card                         284     223       27.5
    Lending                             243     118          #
    Other                                22      28      (22.9)
                                      -----   -----
      Total                             549     369       48.7
                                      -----   -----
  Interest Expense:
    Charge Card                         242     218       10.9
    Other                                50      72      (31.2)
                                      -----   -----
      Total                             292     290        0.4
  Human Resources                       796     764        4.1
  Other Operating Expenses              801     793        1.3
                                      -----   -----
    Total Expenses                    2,702   2,494        8.3
                                      -----   -----
Pretax Income                           494     441       12.0
Income Tax Provision                    138     118       17.2
                                      -----   -----
Net Income                             $356    $323       10.2
                                      =====   =====
																							
# Denotes variance of more than 100
																							
This Statement of Income is provided on a Managed Asset Basis for
analytical purposes only.  It presents the income statement of
TRS as if there had been no securitization transactions.
Under Statement of Financial Accounting Standards No. 125
(SFAS 125), which prescribes the accounting for securitized loans
and receivables, TRS recognized a pretax gain of $37 million in
the third quarter of 1997 ($24 million after-tax) related to
securitization of U.S. lending receivables.  This gain was
invested in additional Marketing and Promotion expenses and had
no material impact on net income or total expenses in 1997.  For
purposes of this presentation such gain and a corresponding $37
million increase in Marketing and Promotion expenses have been
eliminated in the third quarter of 1997.


<PAGE>
(Preliminary)               Travel Related Services
                            -----------------------
                        Selected Statistical Information
                        --------------------------------
                                 (Unaudited)

(Amounts in billions, except percentages and where indicated)

                                      Quarter Ended
                                      September 30,
                                      ------------   Percentage
                                      1997    1996    Inc/(Dec)
                                      ----    ----   ----------
Total Cards in Force (millions):
  United States                         29.6    28.4      4.2%
  Outside the United States             12.8    11.9      7.3
                                       -----   -----
    Total                               42.4    40.3      5.1
                                       =====   =====
Basic Cards in Force (millions):
  United States                         23.2    21.7      6.5
  Outside the United States              9.8     9.4      5.0
                                       -----   -----
    Total                               33.0    31.1      6.1
                                       =====   =====
Card Billed Business:
  United States                        $38.0   $32.7     16.4
  Outside the United States             14.7    13.2     10.9
                                       -----   -----
    Total                              $52.7   $45.9     14.8
                                       =====   =====
																							
Average Discount Rate*                 2.72%   2.75%        -
Average Basic Cardmember																							
     Spending (dollars)*              $1,616  $1,512      6.9
Average Fee per Card (dollars)*          $38     $43    (11.6)
Travel Sales                            $4.2    $3.8      9.6
  Travel Commissions and Fees/Sales**   8.8%    9.3%        -
Travelers Cheque:
  Sales                                 $8.1    $8.6     (5.8)
  Ending Outstanding                    $6.1    $6.3     (3.1)
  Average Outstanding                   $6.4    $6.6     (3.0)
  Ending Investments                    $5.7    $5.8     (1.3)
  Tax Equivalent Yield                  9.0%    9.0%        -
																							
Total Debt                             $25.2   $21.8     15.6
Shareholder's Equity                    $5.3    $5.0      5.2
Return on Average Equity***            27.4%   25.1%        -
Return on Average Assets***             3.0%    2.7%        -
																							
  * Computed excluding Cards issued by strategic alliance
    partners and independent operators as well as business
    billed on those Cards.
 ** Computed from information provided herein.
*** Excluding the effect of SFAS #115 and the fourth quarter
    1996 restructuring charge of $125 million after-tax.
																							
																							
<PAGE>
(Preliminary)              Travel Related Services
                           -----------------------
                  Selected Statistical Information (continued)
                  --------------------------------------------
				(Unaudited)																			

(Amounts in billions, except percentages and where indicated)

                                       Quarter Ended
                                       September 30,
                                       -------------   Percentage
                                       1997     1996   Inc/(Dec)
                                       ----     ----   ----------
Owned and Managed Charge Card
  Receivables:
    Total Receivables                 $22.5    $20.7       8.9%
    90 Days Past Due as a % of Total   3.2%     3.6%         -
    Loss Reserves (millions)           $970     $996      (2.6)
      % of Receivables                 4.3%     4.8%         -
      % of 90 Days Past Due            133%     134%         -
    Net Loss Ratio                    0.52%    0.54%         -
																							
Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                         $13.5    $11.2       20.3
  Past Due Loans as a % of Total:
    30-89 Days                         2.5%     2.3%         -
    90+ Days                           1.1%     0.9%         -
  Loss Reserves (millions):
    Beginning Balance                  $534     $468       14.1
      Provision                         220       98         #
      Net Charge-Offs/Other            (198)    (139)      42.9
                                      ------   ------
    Ending Balance                     $556     $427       30.0
                                      ======   ======
    % of Loans                         4.1%     3.8%         -
    % of Past Due                      115%     119%         -
  Average Loans                       $13.4    $11.0       21.8
  Net Write-Off Rate                   6.5%     5.1%         -
  Net Interest Yield                   9.4%     8.4%         -
																							
# Denotes variance of more than 100


<PAGE>
(Preliminary)              Travel Related Services
                           -----------------------
                             Statement of Income
                             -------------------
				(Unaudited)										
(Dollars in millions)														
                                                   Quarter Ended
                                                   September 30,
                                                       1997
                                                   -------------
Net Revenues:
  Discount Revenue                                    $1,422
  Net Card Fees                                          399
  Travel Commissions and Fees                            370
  Interest and Dividends                                 150
  Other Revenues                                         540
  Lending:
    Finance Charge Revenue                               472
    Interest Expense                                     154
                                                      ------
      Net Finance Charge Revenue                         318
                                                      ------
    Total Net Revenues                                 3,199
                                                      ------
Expenses:
  Marketing and Promotion                                301
  Provision for Losses and Claims:
    Charge Card                                          228
    Lending                                              179
    Other                                                 22
                                                      ------
      Total                                              429
                                                      ------
  Interest Expense:
    Charge Card                                          186
    Other                                                 50
                                                      ------
      Total                                              236
  Net Discount Expense                                   142
  Human Resources                                        796
  Other Operating Expenses                               801
                                                      ------
    Total Expenses                                     2,705
                                                      ------
Pretax Income                                            494
Income Tax Provision                                     138
                                                      ------
Operating Income                                        $356
                                                      ======
												
                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Net Revenues:
  Discount Revenue                                    $1,407
  Net Card Fees                                          403
  Travel Commissions and Fees                            381
  Interest and Dividends                                 143
  Other Revenues                                         509
  Lending:
    Finance Charge Revenue                               458
    Interest Expense                                     154
                                                      ------
      Net Finance Charge Revenue                         304
                                                      ------
    Total Net Revenues                                 3,147
                                                      ------
Expenses:
  Marketing and Promotion                                244
  Provision for Losses and Claims:
    Charge Card                                          239
    Lending                                              187
    Other                                                 21
                                                      ------
      Total                                              447
                                                      ------
  Interest Expense:
    Charge Card                                          174
    Other                                                 52
                                                      ------
      Total                                              226
    Net Discount Expense                                 165
    Human Resources                                      783
    Other Operating Expenses                             789
                                                      ------
      Total Expenses                                   2,654
                                                      ------
Pretax Income                                            493
Income Tax Provision                                     138
                                                      ------
Operating Income                                        $355
                                                      ======
												
                                                   Quarter Ended
                                                     March 31,
                                                       1997
                                                   -------------
Net Revenues:	
  Discount Revenue                                    $1,306
  Net Card Fees                                          405
  Travel Commissions and Fees                            336
  Interest and Dividends                                 132
  Other Revenues                                         503
  Lending:
    Finance Charge Revenue                               431
    Interest Expense                                     143
                                                      ------
      Net Finance Charge Revenue                         288
                                                      ------
    Total Net Revenues                                 2,970
                                                      ------
Expenses:
  Marketing and Promotion                                202
  Provision for Losses and Claims:
    Charge Card                                          190
    Lending                                              211
    Other                                                 24
                                                      ------
      Total                                              425
                                                      ------
  Interest Expense:
    Charge Card                                          169
    Other                                                 35
                                                      ------
      Total                                              204
   Net Discount Expense                                  151
   Human Resources                                       749
   Other Operating Expenses                              790
                                                      ------
     Total Expenses                                    2,521
                                                      ------
Pretax Income                                            449
Income Tax Provision                                     134
                                                      ------
Operating Income                                        $315
                                                      ======

                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   -------------
Net Revenues:
  Discount Revenue                                    $1,380
  Net Card Fees                                          415
  Travel Commissions and Fees                            380
  Interest and Dividends                                 156
  Other Revenues                                         483
  Lending:
    Finance Charge Revenue                               423
    Interest Expense                                     134
                                                      ------
      Net Finance Charge Revenue                         289
                                                      ------
    Total Net Revenues                                 3,103
                                                      ------
Expenses:
  Marketing and Promotion                                268
  Provision for Losses and Claims:
    Charge Card                                          113
    Lending                                              214
    Other                                                 22
                                                      ------
      Total                                              349
                                                      ------
  Interest Expense:
    Charge Card                                          176
    Other                                                 65
                                                      ------
      Total                                              241
  Net Discount Expense                                   174
  Human Resources                                        794
  Other Operating Expenses                               874
                                                      ------
    Total Expenses                                     2,700
                                                      ------
Pretax Income                                            403
Income Tax Provision                                     104
                                                      ------
Operating Income                                        $299 *
                                                      ======

                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
Net Revenues:	
  Discount Revenue                                    $1,256
  Net Card Fees                                          418
  Travel Commissions and Fees                            354
  Interest and Dividends                                 167
  Other Revenues                                         508
  Lending:
    Finance Charge Revenue                               377
    Interest Expense                                     122
                                                      ------
      Net Finance Charge Revenue                         255
                                                      ------
    Total Net Revenues                                 2,958
                                                      ------
Expenses:
  Marketing and Promotion                                278
  Provision for Losses and Claims:
    Charge Card                                          172
    Lending                                              107
    Other                                                 28
                                                      ------
      Total                                              307
                                                      ------
  Interest Expense:
    Charge Card                                          175
    Other                                                 72
                                                      ------
      Total                                              247
  Net Discount Expense                                   128
  Human Resources                                        764
  Other Operating Expenses                               793
                                                      ------
    Total Expenses                                     2,517
                                                      ------
Pretax Income                                            441
Income Tax Provision                                     118
                                                      ------
Operating Income                                        $323
                                                      ======
												
* Excludes restructuring charge of $125 million after-tax
  ($196 million pretax).


<PAGE>
(Preliminary)              Travel Related Services
                           -----------------------
                             Statement of Income
                             -------------------
                       (Unaudited, Managed Asset Basis)

(Dollars in millions)												
                                                   Quarter Ended
                                                   September 30,
                                                       1997
                                                   -------------
Net Revenues:	
  Discount Revenue                                    $1,422
  Net Card Fees                                          403
  Travel Commissions and Fees                            370
  Interest and Dividends                                 145
  Other Revenues                                         485
  Lending:
    Finance Charge Revenue                               548
    Interest Expense                                     177
                                                      ------
      Net Finance Charge Revenue                         371
                                                      ------
    Total Net Revenues                                 3,196
                                                      ------
Expenses:
  Marketing and Promotion                                264
  Provision for Losses and Claims:
    Charge Card                                          284
    Lending                                              243
    Other                                                 22
                                                      ------
      Total                                              549
                                                      ------
  Interest Expense:
    Charge Card                                          242
    Other                                                 50
                                                      ------
      Total                                              292
  Human Resources                                        796
  Other Operating Expenses                               801
                                                      ------
    Total Expenses                                     2,702
                                                      ------
Pretax Income                                            494
Income Tax Provision                                     138
                                                      ------
Operating Income                                        $356
                                                      ======

                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Net Revenues:	
  Discount Revenue                                    $1,407
  Net Card Fees                                          404
  Travel Commissions and Fees                            381
  Interest and Dividends                                 143
  Other Revenues                                         466
  Lending:
    Finance Charge Revenue                               505
    Interest Expense                                     171
                                                      ------
      Net Finance Charge Revenue                         334
                                                      ------
    Total Net Revenues                                 3,135
                                                      ------
Expenses:
  Marketing and Promotion                                244
  Provision for Losses and Claims:
    Charge Card                                          313
    Lending                                              203
    Other                                                 21
                                                      ------
      Total                                              537
                                                      ------
  Interest Expense:
    Charge Card                                          237
    Other                                                 52
                                                      ------
      Total                                              289
  Human Resources                                        783
  Other Operating Expenses                               789
                                                      ------
    Total Expenses                                     2,642
                                                      ------
Pretax Income                                            493
Income Tax Provision                                     138
                                                      ------
Operating Income                                        $355
                                                      ======

                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                   -------------
Net Revenues:
  Discount Revenue                                    $1,306
  Net Card Fees                                          405
  Travel Commissions and Fees                            336
  Interest and Dividends                                 132
  Other Revenues                                         453
  Lending:
    Finance Charge Revenue                               478
    Interest Expense                                     160
                                                      ------
      Net Finance Charge Revenue                         318
                                                      ------
    Total Net Revenues                                 2,950
                                                      ------
Expenses:
  Marketing and Promotion                                202
  Provision for Losses and Claims:
    Charge Card                                          252
    Lending                                              222
    Other                                                 24
                                                      ------
      Total                                              498
                                                      ------
  Interest Expense:
    Charge Card                                          227
    Other                                                 35
                                                      ------
      Total                                              262
  Human Resources                                        749
  Other Operating Expenses                               790
                                                      ------
    Total Expenses                                     2,501
                                                      ------
Pretax Income                                            449
Income Tax Provision                                     134
                                                      ------
Operating Income                                        $315
                                                      ======

                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   ------------
Net Revenues:
  Discount Revenue                                    $1,380
  Net Card Fees                                          415
  Travel Commissions and Fees                            380
  Interest and Dividends                                 156
  Other Revenues                                         450
  Lending:
    Finance Charge Revenue                               463
    Interest Expense                                     150
                                                      ------
      Net Finance Charge Revenue                         313
                                                      ------
    Total Net Revenues                                 3,094
                                                      ------
Expenses:
  Marketing and Promotion                                268
  Provision for Losses and Claims:
    Charge Card                                          199
    Lending                                              235
    Other                                                 22
                                                      ------
      Total                                              456
                                                      ------
  Interest Expense:
    Charge Card                                          234
    Other                                                 65
                                                      ------
      Total                                              299
  Human Resources                                        794
  Other Operating Expenses                               874
                                                      ------
    Total Expenses                                     2,691
                                                      ------
Pretax Income                                            403
Income Tax Provision                                     104
                                                      ------
Operating Income                                        $299 *
                                                      ======

                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
Net Revenues:
  Discount Revenue                                    $1,256
  Net Card Fees                                          414
  Travel Commissions and Fees                            354
  Interest and Dividends                                 167
  Other Revenues                                         463
  Lending:
    Finance Charge Revenue                               420
    Interest Expense                                     139
                                                      ------
      Net Finance Charge Revenue                         281
                                                      ------
    Total Net Revenues                                 2,935
                                                      ------
Expenses:
  Marketing and Promotion                                278
  Provision for Losses and Claims:
    Charge Card                                          223
    Lending                                              118
    Other                                                 28
                                                      ------
      Total                                              369
                                                      ------
  Interest Expense:
    Charge Card                                          218
    Other                                                 72
                                                      ------
      Total                                              290
  Human Resources                                        764
  Other Operating Expenses                               793
                                                      ------
    Total Expenses                                     2,494
                                                      ------
Pretax Income                                            441
Income Tax Provision                                     118
                                                      ------
Operating Income                                        $323
                                                      ======
												
* Excludes restructuring charge of $125 million after-tax
  ($196 million pretax).
												
This Statement of Income is provided on a Managed Asset Basis
for analytical purposes only.  It presents the income statement
of TRS as if there had been no securitization transactions.
Under Statement of Financial Accounting Standards No. 125
(SFAS 125), which prescribes the accounting for securitized
loans and receivables, TRS recognized a pretax gain of $37
million in the third quarter of 1997 ($24 million after-tax)
related to securitization of U.S. lending receivables.  This
gain was invested in additional Marketing and Promotion expenses
and had no material impact on net income or total expenses in
the third quarter of 1997.  For purposes of this presentation
such gain and a corresponding $37 million increase in Marketing
and Promotion expenses have been eliminated in the third quarter
of 1997.

          
<PAGE>
(Preliminary)              Travel Related Services
                           -----------------------
                       Selected Statistical Information
                       --------------------------------
				(Unaudited)																				

(Amounts in billions, except percentages and where indicated)

                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
Total Cards in Force (millions):
  United States                                         29.6
  Outside the United States                             12.8
                                                      ------
    Total                                               42.4
                                                      ======
Basic Cards in Force (millions):
  United States                                         23.2
  Outside the United States                              9.8
                                                      ------
    Total                                               33.0
                                                      ======
Card Billed Business:	
  United States                                        $38.0
  Outside the United States                             14.7
                                                      ------
    Total                                              $52.7
                                                      ======
												
Average Discount Rate*                                 2.72%
Average Basic Cardmember Spending (dollars)*          $1,616
Average Fee per Card (dollars)*                          $38
Travel Sales                                            $4.2
  Travel Commissions and Fees/Sales**                   8.8%
Travelers Cheque:
  Sales                                                 $8.1
  Ending Outstanding                                    $6.1
  Average Outstanding                                   $6.4
  Ending Investments                                    $5.7
  Tax Equivalent Yield                                  9.0%
		 										
Total Debt                                             $25.2
Shareholder's Equity                                    $5.3
Return on Average Equity***                            27.4%
Return on Average Assets***                             3.0%


                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Total Cards in Force (millions):
  United States                                         29.7
  Outside the United States                             12.6
                                                      ------
    Total                                               42.3
                                                      ======
Basic Cards in Force (millions):
  United States                                         23.2
  Outside the United States                              9.7
                                                      ------
    Total                                               32.9
                                                      ======
Card Billed Business:
  United States                                        $37.2
  Outside the United States                             14.7
                                                      ------
    Total                                              $51.9
                                                      ======
												
Average Discount Rate*                                 2.74%
Average Basic Cardmember Spending (dollars)*          $1,602
Average Fee per Card (dollars)*                          $39
Travel Sales                                            $4.5
  Travel Commissions and Fees/Sales**                   8.5%
Travelers Cheque:
  Sales                                                 $6.6
  Ending Outstanding                                    $6.5
  Average Outstanding                                   $6.0
  Ending Investments                                    $6.0
  Tax Equivalent Yield                                  9.3%
												
Total Debt                                             $24.0
Shareholder's Equity                                    $5.0
Return on Average Equity***                            27.0%
Return on Average Assets***                             3.0%


                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                   -------------
Total Cards in Force (millions):
  United States                                         29.6
  Outside the United States                             12.3
                                                      ------
    Total                                               41.9
                                                      ======
Basic Cards in Force (millions):
  United States                                         22.9
  Outside the United States                              9.6
                                                      ------
    Total                                               32.5
                                                      ======
Card Billed Business:
  United States                                        $34.6
  Outside the United States                             13.3
                                                      ------
    Total                                              $47.9
                                                      ======
												
Average Discount Rate*                                 2.75%
Average Basic Cardmember Spending (dollars)*          $1,498
Average Fee per Card (dollars)*                          $39
Travel Sales                                            $3.9
  Travel Commissions and Fees/Sales**                   8.6%
Travelers Cheque:
  Sales                                                 $5.1
  Ending Outstanding                                    $5.8
  Average Outstanding                                   $5.8
  Ending Investments                                    $5.6
  Tax Equivalent Yield                                  9.3%
												
Total Debt                                             $22.1
Shareholder's Equity                                    $4.8
Return on Average Equity***                            26.3%
Return on Average Assets***                             2.9%


                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   -------------
Total Cards in Force (millions):
  United States                                         29.2
  Outside the United States                             12.3
                                                      ------
    Total                                               41.5
                                                      ======
Basic Cards in Force (millions):
  United States                                         22.5
  Outside the United States                              9.6
                                                      ------
    Total                                               32.1
                                                      ======
Card Billed Business:	
  United States                                        $36.2
  Outside the United States                             14.9
                                                      ------
    Total                                              $51.1
                                                      ======
												
Average Discount Rate*                                 2.72%
Average Basic Cardmember Spending (dollars)*          $1,633
Average Fee per Card (dollars)*                          $41
Travel Sales                                            $4.3
  Travel Commissions and Fees/Sales**                   8.8%
Travelers Cheque:
  Sales                                                 $5.5
  Ending Outstanding                                    $5.8
  Average Outstanding                                   $6.0
  Ending Investments                                    $5.6
  Tax Equivalent Yield                                  9.5%
												
Total Debt                                             $23.4
Shareholder's Equity                                    $4.7
Return on Average Equity***                            25.6%
Return on Average Assets***                             2.8%


                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
Total Cards in Force (millions):
  United States                                         28.4
  Outside the United States                             11.9
                                                      ------
    Total                                               40.3
                                                      ======
Basic Cards in Force (millions):
  United States                                         21.7
  Outside the United States                              9.4
                                                      ------
    Total                                               31.1
                                                      ======
Card Billed Business:	
  United States                                        $32.7
  Outside the United States                             13.2
                                                      ------
    Total                                              $45.9
                                                      ======
												
Average Discount Rate*                                 2.75%
Average Basic Cardmember Spending (dollars)*          $1,512
Average Fee per Card (dollars)*                          $43
Travel Sales                                            $3.8
  Travel Commissions and Fees/Sales**                   9.3%
Travelers Cheque:
  Sales                                                 $8.6
  Ending Outstanding                                    $6.3
  Average Outstanding                                   $6.6
  Ending Investments                                    $5.8
  Tax Equivalent Yield                                  9.0%
												
Total Debt                                             $21.8
Shareholder's Equity                                    $5.0
Return on Average Equity***                            25.1%
Return on Average Assets***                             2.7%
												
												
  * Computed excluding Cards issued by strategic alliance
    partners and independent operators as well as business billed
    on those Cards.
 ** Computed from information provided herein.
*** Excluding the effect of SFAS #115 and the fourth quarter 1996
    restructuring charge of $125 million after-tax.


<PAGE>
(Preliminary)             Travel Related Services
                          -----------------------
                 Selected Statistical Information (continued)
                 --------------------------------------------
				(Unaudited)								

(Amounts in billions, except percentages and where indicated)

                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
Owned and Managed Charge Card
 Receivables:
  Total Receivables                                    $22.5
  90 Days Past Due as a % of Total                      3.2%
  Loss Reserves (millions)                              $970
    % of Receivables                                    4.3%
    % of 90 Days Past Due                               133%
  Net Loss Ratio                                       0.52%
			
Owned and Managed U.S. Cardmember
 Lending:
  Total Loans                                          $13.5
  Past Due Loans as a % of Total:
    30-89 Days                                          2.5%
    90+ Days                                            1.1%
  Loss Reserves (millions):
    Beginning Balance                                   $534
      Provision                                          220
      Net Charge-Offs/Other                             (198)
                                                      -------
    Ending Balance                                      $556
                                                      =======
    % of Loans                                          4.1%
    % of Past Due                                       115%
  Average Loans                                        $13.4
  Net Write-Off Rate                                    6.5%
  Net Interest Yield                                    9.4%


                                                   Quarter ended
                                                      June 30,
                                                        1997
                                                   -------------
Owned and Managed Charge Card		
 Receivables:
  Total Receivables                                    $22.2
  90 Days Past Due as a % of Total                      3.3%
  Loss Reserves (millions)                              $976
    % of Receivables                                    4.4%
    % of 90 Days Past Due                               134%
  Net Loss Ratio                                       0.50%
		
Owned and Managed U.S. Cardmember		
 Lending:
  Total Loans                                          $13.2
  Past Due Loans as a % of Total:
    30-89 Days                                          2.5%
    90+ Days                                            1.1%
  Loss Reserves (millions):
    Beginning Balance                                   $533
      Provision                                          198
      Net Charge-Offs/Other                             (197)
                                                      -------
    Ending Balance                                      $534
                                                      =======
    % of Loans                                          4.1%
    % of Past Due                                       113%
  Average Loans                                        $13.2
  Net Write-Off Rate                                    6.0%
  Net Interest Yield                                    8.7%


                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                   --------------
Owned and Managed Charge Card		
 Receivables:
  Total Receivables                                    $21.2
  90 Days Past Due as a % of Total                      3.5%
  Loss Reserves (millions)                              $921
    % of Receivables                                    4.3%
    % of 90 Days Past Due                               124%
  Net Loss Ratio                                       0.50%
		
Owned and Managed U.S. Cardmember		
 Lending:
  Total Loans                                          $12.9
  Past Due Loans as a % of Total:
    30-89 Days                                          2.6%
    90+ Days                                            1.0%
  Loss Reserves (millions):
    Beginning Balance                                   $488
      Provision                                          201
      Net Charge-Offs/Other                             (156)
                                                      -------
    Ending Balance                                      $533
                                                      =======
    % of Loans                                          4.1%
    % of Past Due                                       115%
  Average Loans                                        $12.8
  Net Write-Off Rate                                    5.1%
  Net Interest Yield                                    8.7%


                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   --------------
Owned and Managed Charge Card		
 Receivables:
  Total Receivables                                    $22.5
  90 Days Past Due as a % of Total                      3.2%
  Loss Reserves (millions)                              $923
    % of Receivables                                    4.1%
    % of 90 Days Past Due                               128%
  Net Loss Ratio                                       0.51%
		
Owned and Managed U.S. Cardmember		
 Lending:
  Total Loans                                          $12.7
  Past Due Loans as a % of Total:
    30-89 Days                                          2.4%
    90+ Days                                            0.9%
  Loss Reserves (millions):
    Beginning Balance                                   $427
      Provision                                          220
      Net Charge-Offs/Other                             (159)
                                                      -------
    Ending Balance                                      $488
                                                      =======
    % of Loans                                          3.8%
    % of Past Due                                       117%
  Average Loans                                        $12.1
  Net Write-Off Rate                                    5.2%
  Net Interest Yield                                    8.6%


                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
Owned and Managed Charge Card		
 Receivables:
  Total Receivables                                    $20.7
  90 Days Past Due as a % of Total                      3.6%
  Loss Reserves (millions)                              $996
    % of Receivables                                    4.8%
    % of 90 Days Past Due                               134%
  Net Loss Ratio                                       0.54%
		
Owned and Managed U.S. Cardmember		
 Lending:
  Total Loans                                          $11.2
  Past Due Loans as a % of Total:
    30-89 Days                                          2.3%
    90+ Days                                            0.9%
  Loss Reserves (millions):
    Beginning Balance                                   $468
      Provision                                           98
      Net Charge-Offs/Other                             (139)
                                                      -------
    Ending Balance                                      $427
                                                      =======
    % of Loans                                          3.8%
    % of Past Due                                       119%
  Average Loans                                        $11.0
  Net Write-Off Rate                                    5.1%
  Net Interest Yield                                    8.4%


<PAGE>
(Preliminary)        American Express Financial Advisors
                     -----------------------------------
                            Statement of Income
                            -------------------
                               (Unaudited)
(Dollars in millions)											
                                      Quarter Ended
                                      September 30,
                                      -------------   Percentage
                                      1997     1996   Inc/(Dec)
                                      ----     ----   ----------
Revenues:
  Investment Income                   $587     $560       4.8%
  Management and Distribution Fees     391      302      29.2
  Other Revenues                       191      159      20.4
                                     -----    -----
    Total Revenues                   1,169    1,021      14.5
                                     -----    -----
Expenses:
  Provision for Losses and Benefits:
    Annuities                          307      303       1.2
    Insurance                          114      102      11.5
    Investment Certificates             48       45       5.7
                                     -----    -----
      Total                            469      450       3.9
  Human Resources                      313      259      21.2
  Other Operating Expenses             126       82      53.5
                                     -----    -----
      Total Expenses                   908      791      14.7
                                     -----    -----
Pretax Income                          261      230      13.7
Income Tax Provision                    77       74       4.6
                                     -----    -----
Net Income                            $184     $156      18.1
                                     =====    =====


<PAGE>
(Preliminary)        American Express Financial Advisors
                     -----------------------------------
                       Selected Statistical Information
                       --------------------------------
                                 (Unaudited)

(Dollars in millions, except where indicated)

                                        Quarter Ended
                                        September 30,
                                        -------------  Percentage
                                         1997    1996   Inc/(Dec)
                                        -----   -----  ----------
											
Revenues, Net of Provisions              $701    $570       22.9%
Investments (billions)                  $29.9   $28.2        6.2
Client Contract Reserves (billions)     $29.8   $28.6        4.3
Shareholder's Equity (billions)          $3.6    $3.0       19.1
Return on Average Equity*               21.6%   20.2%          -
											
Life Insurance in Force (billions)      $72.8   $65.2       11.7
Assets Owned and/or Managed (billions):	
  Assets managed for institutions       $41.0   $35.8       14.5
  Assets owned and managed for 
      individuals:
    Owned Assets:
      Separate Account Assets            23.2    17.5       32.8
      Other Owned Assets                 36.0    33.3        8.2
                                       ------  ------
        Total Owned Assets               59.2    50.8       16.7
    Managed Assets                       71.5    56.3       27.0
                                       ------  ------
      Total                            $171.7  $142.9       20.2
                                       ======  ======
Market Appreciation (Depreciation)
  During the Period:
   Owned Assets:
     Separate Account Assets           $1,843    $354          -
     Other Owned Assets                  $195     $56          -
   Total Managed Assets                $5,368  $2,380          -
											
Sales of Selected Products:
   Mutual Funds                        $4,496  $3,313       35.7
   Annuities                             $861    $946       (9.0)
   Investment Certificates               $295    $182       62.7
   Life and Other Insurance Sales        $103    $109       (5.4)
					 						
Number of Financial Advisors            8,592   8,092        6.2
Fees From Financial Plans (thousands) $15,538 $11,660       33.3
Product Sales Generated from Financial	
  Plans as a Percentage of Total Sales  66.5%   64.7%          -
 											
* Excluding the effect of SFAS #115.											

       
<PAGE>
(Preliminary)        American Express Financial Advisors
                     -----------------------------------
                             Statement of Income
                             -------------------
                                 (Unaudited)
(Dollars in millions)																
                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
Revenues:
  Investment Income                                     $587
  Management and Distribution Fees                       391
  Other Revenues                                         191
                                                      ------
    Total Revenues                                     1,169
                                                      ------
Expenses:
  Provision for Losses and Benefits:
    Annuities                                            307
    Insurance                                            114
    Investment Certificates                               48
                                                      ------
      Total                                              469
  Human Resources                                        313
  Other Operating Expenses                               126
                                                      ------
    Total Expenses                                       908
                                                      ------
Pretax Income                                            261
Income Tax Provision                                      77
                                                      ------
Net Income                                              $184
                                                      ======

                                                  Quarter Ended
                                                      June 30,
                                                        1997
                                                  -------------
Revenues:
  Investment Income                                     $586
  Management and Distribution Fees                       360
  Other Revenues                                         197
                                                     -------
    Total Revenues                                     1,143
                                                     -------
Expenses:
  Provision for Losses and Benefits:
    Annuities                                            304
    Insurance                                            113
    Investment Certificates                               58
                                                      ------
      Total                                              475
  Human Resources                                        294
  Other Operating Expenses                               109
                                                      ------
    Total Expenses                                       878
                                                      ------
Pretax Income                                            265
Income Tax Provision                                      82
                                                      ------
Net Income                                              $183
                                                      ======

                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                  --------------
Revenues:
  Investment Income                                     $570
  Management and Distribution Fees                       331
  Other Revenues                                         183
                                                      ------
    Total Revenues                                     1,084
                                                      ------
Expenses:	
  Provision for Losses and Benefits:
    Annuities                                            305
    Insurance                                            104
    Investment Certificates                               42
                                                      ------
      Total                                              451
  Human Resources                                        300
  Other Operating Expenses                                97
                                                      ------
    Total Expenses                                       848
                                                      ------
Pretax Income                                            236
Income Tax Provision                                      79
                                                      ------
Net Income                                              $157
                                                      ======

                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   -------------
Revenues:
  Investment Income                                     $576
  Management and Distribution Fees                       327
  Other Revenues                                         166
                                                      ------
    Total Revenues                                     1,069
                                                      ------
Expenses:
  Provision for Losses and Benefits:
    Annuities                                            309
    Insurance                                            108
    Investment Certificates                               51
                                                      ------
      Total                                              468
  Human Resources                                        277
  Other Operating Expenses                                96
                                                      ------
    Total Expenses                                       841
                                                      ------
Pretax Income                                            228
Income Tax Provision                                      73
                                                      ------
Net Income                                              $155
                                                      ======
												
                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
Revenues:
  Investment Income                                     $560
  Management and Distribution Fees                       302
  Other Revenues                                         159
                                                      ------
    Total Revenues                                     1,021
                                                      ------
Expenses:
  Provision for Losses and Benefits:
    Annuities                                            303
    Insurance                                            102
    Investment Certificates                               45
                                                      ------
      Total                                              450
  Human Resources                                        259
  Other Operating Expenses                                82
                                                      ------
    Total Expenses                                       791
                                                      ------
Pretax Income                                            230
Income Tax Provision                                      74
                                                      ------
Net Income                                              $156
                                                      ======
												
												
<PAGE>
(Preliminary)         American Express Financial Advisors
                      -----------------------------------
                        Selected Statistical Information
                        --------------------------------
                                 (Unaudited)

(Dollars in millions, except where indicated)
                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
																								
Revenues, Net of Provisions                              $701
Investments (billions)                                  $29.9
Client Contract Reserves (billions)                     $29.8
Shareholder's Equity (billions)                          $3.6
Return on Average Equity*                               21.6%
																								
Life Insurance in Force (billions)                      $72.8
Assets Owned and/or Managed (billions):	
  Assets managed for institutions                       $41.0
  Assets owned and managed for individuals:
    Owned Assets:
      Separate Account Assets                            23.2
      Other Owned Assets                                 36.0
                                                       ------
        Total Owned Assets                               59.2
    Managed Assets                                       71.5
                                                       ------
      Total                                            $171.7
                                                       ======
Market Appreciation (Depreciation) During
   the Period:	
    Owned Assets:
      Separate Account Assets                          $1,843
      Other Owned Assets                                 $195
    Total Managed Assets                               $5,368
												
Sales of Selected Products:
    Mutual Funds                                       $4,496
    Annuities                                            $861
    Investment Certificates                              $295
    Life and Other Insurance Sales                       $103
												
Number of Financial Advisors                            8,592
Fees From Financial Plans (thousands)                 $15,538
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales                  66.5%
 												
                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
												
Revenues, Net of Provisions                              $668
Investments (billions)                                  $29.3
Client Contract Reserves (billions)                     $29.4
Shareholder's Equity (billions)                          $3.4
Return on Average Equity*                               21.2%
												
Life Insurance in Force (billions)                      $71.0
Assets Owned and/or Managed (billions):	
  Assets managed for institutions                       $39.3
  Assets owned and managed for individuals:
    Owned Assets:
      Separate Account Assets                            21.1
      Other Owned Assets                                 35.2
                                                       ------
        Total Owned Assets                               56.3
    Managed Assets                                       66.7
                                                       ------
      Total                                            $162.3
                                                       ======
Market Appreciation (Depreciation) During
  the Period:
    Owned Assets:
      Separate Account Assets                          $2,260
      Other Owned Assets                                 $265
    Total Managed Assets                               $9,233
												
Sales of Selected Products:
  Mutual Funds                                         $4,091
  Annuities                                              $947
  Investment Certificates                                $285
  Life and Other Insurance Sales                         $100
												
Number of Financial Advisors                            8,476
Fees From Financial Plans (thousands)                 $15,227
Product Sales Generated from Financial	
  Plans as a Percentage of Total Sales                  66.3%
 												
                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                   -------------
				
Revenues, Net of Provisions                              $633
Investments (billions)                                  $28.9
Client Contract Reserves (billions)                     $29.1
Shareholder's Equity (billions)                          $3.1
Return on Average Equity*                               20.8%
				
Life Insurance in Force (billions)                      $69.2
Assets Owned and/or Managed (billions):			
  Assets managed for institutions                       $36.4
  Assets owned and managed for individuals:
    Owned Assets:
      Separate Account Assets                            18.4
      Other Owned Assets                                 34.9
                                                       ------
        Total Owned Assets                               53.3
    Managed Assets                                       60.0
                                                       ------
      Total                                            $149.7
                                                       ======
Market Appreciation (Depreciation) During
  the Period:
   Owned Assets:
     Separate Account Assets                            $(544)
     Other Owned Assets                                 $(244)
   Total Managed Assets                               $(1,624)
				
Sales of Selected Products:				
   Mutual Funds                                        $4,029
   Annuities                                             $870
   Investment Certificates                               $190
   Life and Other Insurance Sales                        $103
				
Number of Financial Advisors                            8,426
Fees From Financial Plans (thousands)                 $13,336
Product Sales Generated from Financial				
  Plans as a Percentage of Total Sales                  64.6%
 				
                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   -------------
				
Revenues, Net of Provisions                              $601
Investments (billions)                                  $28.6
Client Contract Reserves (billions)                     $28.9
Shareholder's Equity (billions)                          $3.2
Return on Average Equity*                               20.4%
				
Life Insurance in Force (billions)                      $67.3
Assets Owned and/or Managed (billions):				
  Assets managed for institutions                       $37.3
  Assets owned and managed for individuals:
    Owned Assets:
      Separate Account Assets                            18.5
      Other Owned Assets                                 34.2
                                                       ------
        Total Owned Assets                               52.7
    Managed Assets                                       59.4
                                                       ------
      Total                                            $149.4
                                                       ======
Market Appreciation (Depreciation) During				
  the Period:
   Owned Assets:
     Separate Account Assets                             $735
     Other Owned Assets                                  $126
   Total Managed Assets                                $3,264
				
Sales of Selected Products:				
   Mutual Funds                                        $3,686
   Annuities                                           $1,085
   Investment Certificates                               $233
   Life and Other Insurance Sales                        $131
				
Number of Financial Advisors                            8,340
Fees From Financial Plans (thousands)                 $13,205
Product Sales Generated from Financial				
  Plans as a Percentage of Total Sales                  64.9%
 				
                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
				
Revenues, Net of Provisions                              $570
Investments (billions)                                  $28.2
Client Contract Reserves (billions)                     $28.6
Shareholder's Equity (billions)                          $3.0
Return on Average Equity*                               20.2%
				
Life Insurance in Force (billions)                      $65.2
Assets Owned and/or Managed (billions):				
  Assets managed for institutions                       $35.8
  Assets owned and managed for individuals:
    Owned Assets:
      Separate Account Assets                            17.5
      Other Owned Assets                                 33.3
                                                       ------
        Total Owned Assets                               50.8
    Managed Assets                                       56.3
                                                       ------
      Total                                            $142.9
                                                       ======
Market Appreciation (Depreciation) During				
  the Period:
   Owned Assets:
     Separate Account Assets                             $354
     Other Owned Assets                                   $56
   Total Managed Assets                                $2,380
				
Sales of Selected Products:				
   Mutual Funds                                        $3,313
   Annuities                                             $946
   Investment Certificates                               $182
   Life and Other Insurance Sales                        $109
				
Number of Financial Advisors                            8,092
Fees From Financial Plans (thousands)                 $11,660
Product Sales Generated from Financial				
  Plans as a Percentage of Total Sales                  64.7%
 				
* Excluding the effect of SFAS #115.				

                                                             
<PAGE>
(Preliminary)               American Express Bank
                            ---------------------
                             Statement of Income
                             -------------------
                                 (Unaudited)
(Dollars in millions)										
                                       Quarter Ended
                                       September 30,
                                       -------------  Percentage
                                       1997     1996   Inc/(Dec)
                                       ----     ----  ----------
Net Revenues:	
  Interest Income                      $230     $206       11.9%
  Interest Expense                      148      128       15.0
                                      -----    -----
    Net Interest Income                  82       78        6.7
  Commissions, Fees and Other Revenues   57       57        1.0
  Foreign Exchange Income                23       16       41.9
                                      -----    -----
    Total Net Revenues                  162      151        8.3
                                      -----    -----
Provision for Credit Losses               7        5       59.8
                                      -----    -----
Expenses:
  Human Resources                        60       59        3.8
  Other Operating Expenses               61       59        2.5
                                      -----    -----
    Total Expenses                      121      118        3.2
                                      -----    -----
Pretax Income                            34       28       21.6
Income Tax Provision                     13       10       26.4
                                      -----    -----
Net Income                              $21      $18       18.9
                                      =====    =====
										
										
<PAGE>
(Preliminary)               American Express Bank
                            ---------------------
                       Selected Statistical Information
                       --------------------------------
				(Unaudited)						

(Dollars in millions, except where indicated)

                                      Quarter Ended
                                      September 30,
                                      -------------   Percentage
                                      1997     1996    Inc/(Dec)
                                      ----     ----   ----------
										
Investments (billions)                $2.6     $2.5       2.3%
Total Loans (billions)                $6.5     $5.6      15.8%
Reserve for Credit Losses             $127     $116       9.9%
Total Nonperforming Loans              $60      $31      94.8%
Other Real Estate Owned                 $5      $34     (86.5%)
Deposits (billions)                   $9.0     $8.4       6.8%
Shareholder's Equity                  $819     $777       5.5%
Return on Average Assets*            0.65%    0.62%         -
Return on Average Common Equity*    11.16%    9.61%         -
Risk-Based Capital Ratios:
     Tier 1                           8.6%     9.0%         -
     Total                           11.6%    12.8%         -
Leverage Ratio                        5.4%     6.0%         -
 										
* Excluding the effect of SFAS #115.

                                                                
<PAGE>
(Preliminary)            American Express Bank
                         ---------------------
                          Statement of Income
                          -------------------
                              (Unaudited)
(Dollars in millions)														
                                                  Quarter Ended
                                                  September 30,
                                                       1997
                                                  -------------
Net Revenues:	
  Interest Income                                      $230
  Interest Expense                                      148
                                                      -----
    Net Interest Income                                  82
  Commissions, Fees and Other Revenues                   57
  Foreign Exchange Income                                23
                                                      -----
    Total Net Revenues                                  162
                                                      -----
Provision for Credit Losses                               7
                                                      -----
Expenses:
  Human Resources                                        60
  Other Operating Expenses                               61
                                                      -----
    Total Expenses                                      121
                                                      -----
Pretax Income                                            34
Income Tax Provision                                     13
                                                      -----
Net Income                                              $21
                                                      =====
														
                                                  Quarter Ended
                                                     June 30,
                                                       1997
                                                  -------------
Net Revenues:
  Interest Income                                      $226
  Interest Expense                                      148
                                                      -----
    Net Interest Income                                  78
  Commissions, Fees and Other Revenues                   54
  Foreign Exchange Income                                21
                                                      -----
    Total Net Revenues                                  153
                                                      -----
Provision for Credit Losses                               1
                                                      -----
Expenses:
  Human Resources                                        58
  Other Operating Expenses                               61
                                                      -----
    Total Expenses                                      119
                                                      -----
Pretax Income                                            33
Income Tax Provision                                     12
                                                      -----
Net Income                                              $21
                                                      =====
														
                                                   Quarter Ended
                                                     March 31,
                                                       1997
                                                   -------------
Net Revenues:	
  Interest Income                                      $218
  Interest Expense                                      136
                                                      -----
    Net Interest Income                                  82
  Commissions, Fees and Other Revenues                   52
  Foreign Exchange Income                                19
                                                      -----
    Total Net Revenues                                  153
                                                      -----
Provision for Credit Losses                               2
                                                      -----
Expenses:
  Human Resources                                        58
  Other Operating Expenses                               61
                                                      -----
    Total Expenses                                      119
                                                      -----
Pretax Income                                            32
Income Tax Provision                                     12
                                                      -----
Net Income                                              $20
                                                      =====
														
                                                  Quarter Ended
                                                   December 31,
                                                       1996
                                                  -------------
Net Revenues:	
  Interest Income                                      $223
  Interest Expense                                      140
                                                      -----
    Net Interest Income                                  83
  Commissions, Fees and Other Revenues                   57
  Foreign Exchange Income                                16
                                                      -----
    Total Net Revenues                                  156
                                                      -----
Provision for Credit Losses                              10
                                                      -----
Expenses:
  Human Resources                                        56
  Other Operating Expenses                               64
                                                      -----
    Total Expenses                                      120
                                                      -----
Pretax Income                                            26
Income Tax Provision                                      9
                                                      -----
Net Income                                              $17
                                                      =====
														
                                                  Quarter Ended
                                                  September 30,
                                                       1996
                                                  -------------
Net Revenues:	
  Interest Income                                      $206
  Interest Expense                                      128
                                                      -----
    Net Interest Income                                  78
  Commissions, Fees and Other Revenues                   57
  Foreign Exchange Income                                16
                                                      -----
    Total Net Revenues                                  151
                                                      -----
Provision for Credit Losses                               5
                                                      -----
Expenses:
  Human Resources                                        59
  Other Operating Expenses                               59
                                                      -----
    Total Expenses                                      118
                                                      -----
Pretax Income                                            28
Income Tax Provision                                     10
                                                      -----
Net Income                                              $18
                                                      =====
														
														
<PAGE>
(Preliminary)            American Express Bank
                         ---------------------
                     Selected Statistical Information
                     --------------------------------
                              (Unaudited)

(Dollars in millions, except where indicated)
                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
														
Investments (billions)                                  $2.6
Total Loans (billions)                                  $6.5
Reserve for Credit Losses                               $127
Total Nonperforming Loans                                $60
Other Real Estate Owned                                   $5
Deposits (billions)                                     $9.0
Shareholder's Equity                                    $819
Return on Average Assets*                              0.65%
Return on Average Common Equity*                      11.16%
Risk-Based Capital Ratios:
     Tier 1                                             8.6%
     Total                                             11.6%
Leverage Ratio                                          5.4%
 														
                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
														
Investments (billions)                                  $2.9
Total Loans (billions)                                  $6.4
Reserve for Credit Losses                               $130
Total Nonperforming Loans                                $80
Other Real Estate Owned                                   $4
Deposits (billions)                                     $9.0
Shareholder's Equity                                    $814
Return on Average Assets*                              0.65%
Return on Average Common Equity*                      11.05%
Risk-Based Capital Ratios:										
     Tier 1                                             8.4%
     Total                                             11.3%
Leverage Ratio                                          5.5%
										
                                                   Quarter Ended
                                                      March 31,
                                                        1997
                                                   -------------
										
Investments (billions)                                  $2.8
Total Loans (billions)                                  $6.1
Reserve for Credit Losses                               $131
Total Nonperforming Loans                                $46
Other Real Estate Owned                                  $35
Deposits (billions)                                     $9.1
Shareholder's Equity                                    $787
Return on Average Assets*                              0.69%
Return on Average Common Equity*                      11.14%
Risk-Based Capital Ratios:										
     Tier 1                                             8.7%
     Total                                             11.8%
Leverage Ratio                                          5.6%
										
                                                   Quarter Ended
                                                    December 31,
                                                        1996
                                                   -------------
										
Investments (billions)                                  $2.8
Total Loans (billions)                                  $5.9
Reserve for Credit Losses                               $117
Total Nonperforming Loans                                $35
Other Real Estate Owned                                  $36
Deposits (billions)                                     $8.7
Shareholder's Equity                                    $799
Return on Average Assets*                              0.55%
Return on Average Common Equity*                       8.89%
Risk-Based Capital Ratios:										
     Tier 1                                             8.8%
     Total                                             12.5%
Leverage Ratio                                          5.6%
										
                                                   Quarter Ended
                                                   September 30,
                                                        1996
                                                   -------------
										
Investments (billions)                                  $2.5
Total Loans (billions)                                  $5.6
Reserve for Credit Losses                               $116
Total Nonperforming Loans                                $31
Other Real Estate Owned                                  $34
Deposits (billions)                                     $8.4
Shareholder's Equity                                    $777
Return on Average Assets*                              0.62%
Return on Average Common Equity*                       9.61%
Risk-Based Capital Ratios:
     Tier 1                                             9.0%
     Total                                             12.8%
Leverage Ratio                                          6.0%
										
* Excluding the effect of SFAS #115.
										
<PAGE>
                                                         Exhibit 99.2



                  [Logo of American Express Company]



                          Third Quarter 1997
                       Earnings Conference Call
                              Summary





The enclosed summary should be read in conjunction with the text and 
statistical tables included in American Express Company's (the "Company" or 
"AXP") Third Quarter 1997 Earnings Release.


This summary includes certain forward-looking statements, each indicated by 
an asterisk, which are subject to risks and uncertainties and speak only as 
of the date on which they are made.  Important factors that could cause actual
results to differ materially from these forward-looking statements, as well as
affect the Company's ability to achieve its financial and other goals, are set
forth on pages 29 and 30 of the Company's 1996 10-K Annual Report filed with 
the Securities and Exchange Commission.































<PAGE>
                            AMERICAN EXPRESS COMPANY
                               THIRD QUARTER 1997
                                   HIGHLIGHTS


 .  With EPS growth of 15.8% and ROE of 23%, 3Q `97 was the nineteenth
   consecutive quarter AXP met, or exceeded, its financial targets. Revenue
   increased in the quarter by 9.9%, in line with our target of at least 8%.

 .  Strong performance was recorded in a number of key areas. Compared with the
   third quarter of 1996:

   -  Total cards in force increased 5% and basic cards by 6%;

   -  Worldwide billed business rose 15%;

   -  Worldwide lending balances of $14.6B were up 21%, and net interest
      yields on the portfolio increased; and

   -  AEFA assets owned and managed of $172B were 20% higher.

 .  The corporate strategy progressed with new product and service offerings:

   -  We launched Platinum Cards in Hong Kong, Belgium and the Netherlands
      and a credit card in Brazil;

   -  The Global Network Services Group continued to build momentum through
      additional network agreements:

      -- Banco Popular de Puerto Rico agreed to launch the Banco Popular
         American Express Card, a general purpose revolving credit card, in
         Puerto Rico, the Virgin Islands and other Caribbean locations;

      -- Komercni Banka will issue a new Koruna-denominated American Express
         Card in the Czech Republic; and

      -- Banco Bital will begin marketing the new Bital-American Express
         Corporate Card throughout Mexico in November 1997.

   -  We signed an agreement with Wright Express, a leading Fleet Card
      issuer, to develop a commercial fleet card that will be offered to the
      U.S. federal government and corporations;

   -  We began piloting "TravelFunds", an electronic version of the Travelers
      Cheque, in the United Kingdom;

   -  A pilot with the U.S. Marine Corps for the first government
      multi-application smart card with global financial capabilities was
      inaugurated;

   -  InvestDirect, our online brokerage service, was enhanced by simplifying
      the product structure, decreasing commission costs per trade, and
      providing a free comprehensive range of research and analysis tools; and

   -  AEB announced plans to expand its activities in Brazil through the
      formation of a joint venture with Banco SRL.


                                       1
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                                  CONSOLIDATED


(millions, except per share amounts)       Quarter Ended       Percentage
                                           September 30,        Inc/(Dec)
                                     ------------------------------------
                                         1997        1996
                                         ----        ----

Consolidated revenues                  $4,500      $4,094           9.9%
                                       ======      ======

Net income                               $524        $458          14.4%
                                       ======      ======

EPS                                     $1.10       $0.95          15.8%
                                       ======      ======


 .  CONSOLIDATED REVENUES:

    - Revenue grew 9.9% as the benefits of strong card spending, greater loan
      balances and higher managed assets more than offset declines in card fees
      and reduced yields on travel sales.

    - The 3Q `96 elimination of asset gross-ups at Centurion Bank negatively
      affected year-over-year comparisons by $8M. Revenues rose 10.7% excluding
      this item and the effect of securitizing a portion of the cardmember
      receivable and lending portfolios.


 .  CONSOLIDATED EXPENSES: Increased 8.9% due to higher operating and human
   resource expenses, as well as greater provisions for losses and benefits.


 .  AVERAGE SHARES: Were 477.2MM versus 481.9MM in 3Q `96 and 479.5MM in 2Q `97.

   -  Actual share activity:                          Millions of Shares
                                               --------------------------------
                                                  3Q `97    2Q `97    3Q `96
                                                  ------    ------    ------
          Shares outstanding -                     468.9     470.9     476.6
              beginning of period
          Repurchase of common shares               (3.8)     (3.7)     (3.8)
          Employee benefit plans,                    0.7       1.7       0.7
              compensation and other
                                                  ------    ------    ------
          Shares outstanding - end of period       465.8     468.9     473.5
                                                  ======    ======    ======

   -  73.3MM shares have been acquired since the inception of repurchase
      programs in September, 1994.



                                       2

<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                             TRAVEL RELATED SERVICES

(preliminary)                  Statement of Income
                        (unaudited, managed asset basis)
<TABLE>
<CAPTION>
                                                  Quarter Ended       Percentage
(millions)                                        September 30,        Inc/(Dec)
                                        ---------------------------- -----------
                                                    1997       1996
                                                   ------     ------
<S>                                             <C>        <C>          <C>
Net revenues:
     Discount revenue                             $1,422     $1,256         13%
     Net card fees                                   403        414         (3)
     Travel commissions and fees                     370        354          4
     Interest and dividends                          145        167        (13)
     Other revenues                                  485        463          5
     Lending:
          Finance charge revenue                     548        420         31
          Interest expense                           177        139         28
                                                  ------     ------           
               Net finance charge revenue            371        281         32
                                                  ------     ------           
          Total net revenues                       3,196      2,935          9
                                                  ------     ------           
Expenses:
     Marketing and promotion                         264        278         (5)
     Provision for losses and claims:
          Charge card                                284        223         28
           Lending                                   243        118        105
           Other                                      22         28        (23)
                                                  ------     ------           
               Total                                 549        369         49
                                                  ------     ------           
     Interest expense:
          Charge card                                242        218         11
           Other                                      50         72        (31)
                                                  ------     ------           
               Total                                 292        290          0
                                                  ------     ------           
     Human resources                                 796        764          4
     Other operating expenses                        801        793          1
                                                  ------     ------           
          Total expenses                           2,702      2,494          8
                                                  ------     ------           
Pretax income                                        494        441         12
Income tax provision                                 138        118         17
                                                  ------     ------           
Net income                                          $356       $323         10
                                                  ======     ======
</TABLE>
 .  Revenues benefited from strong growth in worldwide billed business and
   cardmember loans outstanding. Also included is a benefit from increased
   recognition of recoveries on abandoned property related to the Travelers
   Cheque business, which was largely offset by higher investment spending on
   business building initiatives.

 .  Under Statement of Financial Accounting Standards No. 125 (SFAS 125), which
   prescribes the accounting for securitized loans and receivables, TRS
   recognized a pre-tax gain of $37MM ($24MM after-tax) in 3Q `97 related to
   securitization of U.S. lending receivables. This gain was invested in
   additional Marketing and Promotion expenses and therefore had no material
   impact on net income. For purposes of the above "managed asset basis"
   Statement of Income, which presents TRS' results as if there had been no
   securitizations, such gain (reported as a reduction in the Lending Provision
   for Losses on the GAAP Statement of Income) and corresponding $37MM increase
   in Marketing and Promotion expenses have been eliminated.

 .  1996 results reflect a $38MM restatement of "Travel Commissions and Fees"
   revenue and "Other Operating Expenses". AXP's practice was to report cost
   reimbursements related to travel management fee-based contracts as a credit
   in "Other Operating Expenses" instead of as travel revenue. Beginning 1Q `97,
   these reimbursements have been reported as revenue in "Travel Commissions and
   Fees" for better consistency with our reporting for travel management
   commission-based contracts where all the client and supplier payments that
   offset the cost of providing travel services are included.
   This change did not affect income.

 .  Excluding the effect of the asset gross-ups at Centurion Bank, revenues rose
   9.2% versus the reported 8.9% growth.

 .  The tax rate of 28% in 3Q `97 was comparable to 27% in 3Q `96 and 28% in 2Q
    `97.

 .  Note that effective 1Q `97 the average discount rate, spending per basic
   card in force and card fee data included in the following discussion and the
   earnings release statistical attachments have been restated to eliminate the
   distorting effects of non-proprietary, or "network", activities. Reported
   cards in force and billed business continue to include alliance related cards
   and volumes. The discount rate, spending per card and card fee statistics are
   computed using proprietary business data only to present more clearly the
   results of our operations.

                                       3
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)

 .  DISCOUNT REVENUE:  Higher billed business and a slightly lower discount rate
   resulted in a 13% increase in discount revenue.
    - The AVERAGE DISCOUNT RATE of 2.72% in 3Q `97 was down 3BP and 2BP,
      respectively, versus 2.75% in 3Q `96 and 2.74% in 2Q `97.
      -- Merchant pressure on discount rates is always present, but we believe
         the AXP value proposition is compelling. However, changes in the mix of
         business, e.g., growing acceptance at supermarkets, discounters and gas
         stations, the continued shift to electronic data capture, volume
         related pricing discounts, and selective repricing initiatives will
         probably result in some rate erosion over time.*

                                                  Quarter Ended     Percentage
                                                  September 30,     Inc/(Dec)
                                                ------------------  -----------
                                                  1997       1996
                                                ------      ------
Card billed business (billions):
     United States                               $38.0       $32.7     16%
     Outside the United States                    14.7        13.2     11
                                                ------      ------
     Total                                       $52.7       $45.9     15
                                                ======      ======

Cards in force (millions):
     United States                                29.6        28.4      4%
     Outside the United States                    12.8        11.9      7
                                                ------      ------
     Total                                        42.4        40.3      5
                                                ======      ======

Basic cards in force (millions):
     United States                                23.2        21.7      7%
     Outside the United States                     9.8         9.4      5
                                                ------      ------
     Total                                        33.0        31.1      6
                                                ======      ======

Spending per basic card in force (dollars) (a):
     United States                              $1,642       $1,531     7%
     Outside the United States                  $1,551       $1,465     6
     Total                                      $1,616       $1,512     7

         (a) Proprietary card activity only.

    - BILLED BUSINESS: Higher spending per cardmember worldwide (due in part to
      expanded merchant coverage and the benefits of rewards programs) and
      greater cards in force resulted in a 15% increase in billed business.

      -- Spending per basic card in force grew despite the suppressing effect 
         of two items:

         -  First, we have added a substantial number of new, credit
            card-related basic relationships which have not reached the 
            spending levels of our more mature products,
         -  Second, we now have customers with multiple basic consumer card
            relationships, e.g., Green Card, plus Optima, Delta, Hilton,
            Sheraton or Golf Card. This broadening is consistent with AXP's
            strategy of capturing a larger portion of household spending, but
            dilutes the average spending per basic card.

      -- Excluding foreign exchange translation, billed business outside the
         U.S. grew 18% versus the reported 11%, reflecting double digit
         increases throughout the major international markets.

      -- The retail and airline categories continued to be particularly strong
         components of worldwide business.

    - Success in building new card relationships through our expanded product
      portfolio was evident in the increase of 5.1% in cards in force and 6.1%
      in basic cards in force. During 3Q `97, U.S. cards in force were
      negatively affected by Smith Barney's decision to include only 
      proprietary cards in their FMA account relationships, thereby eliminating 
      existing AXP cards. Also, during 1997 certain poorly performing credit 
      card accounts were canceled by AXP in conjunction with a focused account 
      profitability review.

 .  NET CARD FEES: Lower card fees resulted from a continuing decline in
   consumer charge cards and the effect of AXP's strategy of building its
   lending portfolio through the issuance of low- and no-fee credit cards.

    - The average fee per card in force was $38 in 3Q `97 versus $43 in 3Q `96.

                                       4
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)


 .  TRAVEL COMMISSIONS AND FEES: Travel revenues were up 4% on 10% growth in
   sales. The declining revenue earned per dollar of sales (8.8% in 3Q `97
   versus 9.3% in 3Q `96) reflects continued efforts by airlines to reduce
   distribution costs and by large corporate clients to contain travel and
   entertainment expenses. The increase in the revenue earned per dollar of
   sales compared with 2Q `97 (8.8% in 3Q `97 versus 8.5% in 2Q `97) was due 
   to seasonal variances in the mix of travel sales.


 .  INTEREST AND DIVIDENDS: Approximately one-third of the 13% decline in
   interest and dividend revenue resulted from the elimination of asset
   gross-ups at Centurion Bank caused by the consolidation of assets from our
   Delaware Bank into our Utah Bank effective July 1996. The remaining decrease
   reflects a reduced investment pool at American Express Credit Corporation
   and a lower Travelers Cheque investment portfolio.

    - The gross-up elimination had no effect on profit as "Other Interest
      Expense" declined by a like amount, but it suppressed the revenue
      comparison by $8MM in 3Q `97.


 .  OTHER REVENUES: The 5% growth reflects higher fees, e.g., late and overlimit
   fees, on lending card products and the increased recognition of recoveries
   on abandoned property related to the Travelers Cheque business.


 .  NET FINANCE CHARGE REVENUE: The 21% growth in worldwide lending balances to
   $14.6B, coupled with higher net interest yields on the U.S. portfolio (9.4%
   in 3Q `97 versus 8.4% in 3Q `96), led to a 32% increase.

    - The yield increase versus 3Q `96 was due to changes in the product mix 
      and a lower proportion of the portfolio on introductory-rates.

    - During 1Q `97, management responsibility for approximately $300MM of
      consumer loans sold through AEFA was transferred back to that subsidiary;
      therefore, the balances are no longer reported within TRS. Excluding 
      these loans from the 9/30/96 balance, U.S. cardmember loan growth was 24%
      versus the reported 20%.


 .  MARKETING AND PROMOTION EXPENSES:  On a GAAP basis, Marketing and Promotion
   expenses increased 8% due to stepped up media advertising volumes in the
   U.S., greater non-U.S. acquisition and product launch activities and higher
   merchant related cooperative advertising costs.  These increases were 
   partially offset by somewhat less aggressive card and balance acquisition
   activities and lower costs for new product launches in the U.S.  On a 
   "Managed Asset" Statement of Income basis, Marketing and Promotion expenses
   decreased 5% reflecting the elimination of expenses corresponding to the
   SFAS 125 gain.


 .  CHARGE CARD INTEREST EXPENSE: Higher billed business volumes versus last
   year were partially offset by a lower worldwide cost of funds (down 40BP).


 .  OTHER INTEREST EXPENSE: This decline mirrors the decrease in "Interest
   Revenue" relating to the elimination of the asset gross-up at Centurion Bank
   and a lower investment pool at American Express Credit Corporation.


 .  HUMAN RESOURCE EXPENSES: The increase versus last year includes the effect
   of higher employee levels, 2Q `97 merit increases and greater contract
   programmer costs for technology related projects such as interactive
   services and customized cardmember rewards.

    - The employee count of approximately 60,500 was up 1,200 versus last year
      due to business growth and global technology initiatives, which were
      partially offset by staff reductions from the implementation of 4Q `96
      restructuring charge activities, as evidenced by the 200 person decline
      versus 6/30/97.


 .  OTHER OPERATING EXPENSES: Higher costs for loyalty programs and cardmember
   service related volume were mitigated by the benefits of ongoing cost
   containment efforts.


                                       5
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)

 .  CREDIT QUALITY:

    - Management remains focused on credit quality. In light of the ongoing
      difficult industry-wide environment, we continue to manage our exposures
      cautiously and conservatively.

    - The provision for losses on charge card products increased 28% versus 
      last year reflecting volume growth and a relatively low provision rate 
      in 3Q `96.

    - The lending provision for losses increased 105% due to growth in
      outstanding loans and higher loss rates, as well as a particularly low
      provision level in 3Q `96.

    - Reserve coverage ratios at more than 100% of past due balances remain
      strong both absolutely and compared with key industry competitors.

    - WORLDWIDE CHARGE CARD:

      -- Past due rates improved versus 3Q `96 and 2Q `97; the write-off rate
         was stable compared with both periods.

                                                  9/97         6/97      9/96
                                                 ------       ------    ------
          Write-offs, net of recoveries           0.52%        0.50%     0.54%
          Past due as a % of receivables           3.2%         3.3%      3.6%

      -- Reserves remained strong.

                                                  9/97         6/97      9/96
                                                 ------       ------    ------
          Reserves (MM)                           $970         $976      $996
          % of receivables                         4.3%         4.4%      4.8%
          % of past due accounts                   133%         134%      134%

    - U.S. LENDING:

      -- The write-off rate increased in 3Q `97 as bankruptcies continued at
         high levels and loans from more recent product offerings aged. The 
         past due rate was up from 3Q `96 but remained flat with 2Q `97.

                                                  9/97         6/97      9/96
                                                 ------       ------    ------
          Write-offs, net of recoveries            6.5%         6.0%      5.1%
          Past due as a % of loans                 3.6%         3.6%      3.2%


      -- Cardmember lending reserves increased as provisions more than covered
         charge-offs during the quarter.

                                                  9/97         6/97      9/96
                                                 ------       ------    ------
         Reserves (MM)                            $556         $534      $427
         % of total loans                          4.1%         4.1%      3.8%
         % of past due accounts                    115%         113%      119%

         - AXP coverage ratios continue to compare favorably with key industry
           competitors.

                                       6
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                       AMERICAN EXPRESS FINANCIAL ADVISORS

(preliminary)                  Statement of Income
                                   (unaudited)

(millions)                                  Quarter Ended      Percentage
                                            September 30,      Inc/(Dec)
                                         ------------------   -------------
                                           1997        1996
                                         ------      ------
Revenues:
     Investment income                     $587        $560       5%
     Management and distribution            391         302      29
        fees
     Other revenues                         191         159      20
                                         ------      ------
          Total revenues                  1,169       1,021      15
                                         ------      ------
Expenses:
     Provision for losses and benefits:
          Annuities                         307         303       1
          Insurance                         114         102      12
          Investment certificates            48          45       6
                                         ------      ------
               Total                        469         450       4
     Human resources                        313         259      21
     Other operating expenses               126          82      54
                                         ------      ------
          Total expenses                    908         791      15
                                         ------      ------
Pretax income                               261         230      14
Income tax provision                         77          74       5
                                         ------      ------
Net income                                 $184        $156      18
                                         ======      ======

 .  Revenue and earnings growth reflect increased management fees from higher
   managed asset levels (including separate account assets) and greater
   distribution fees driven by mutual fund and variable annuity asset and sales
   levels.

   -  Total assets owned and managed of $172B were 20% higher than last year.

   -  The total revenue increase of 15% was suppressed by continued low
      investment income growth due to flat investment yields on a slowly
      expanding owned investment asset pool.

      -- These results are consistent with the multi-year shift in the mix of
         sales from fixed to variable return products.

      -- Revenue growth, net of provisions, was very strong at +23% versus last
         year.

 .  These improvements were partially offset by higher compensation-related
   and other operating expenses.

 .  The effective tax rate was 30% compared with 32% in 3Q `96 and 31% in 2Q
   `97. The decrease versus 3Q `96 reflects the realization during 1997 of tax
   credits from low income housing investments which should continue to provide
   benefits in future quarters.*

 .  INVESTMENT INCOME:

   -  Average yields of 7.7% were flat with 3Q `96.

   -  Average invested assets of $29.7B were up 5% versus $28.3B in 3Q `96.

   -  Insurance spreads were down from last year, but those for annuities and
      certificates were up. Spreads on insurance and annuities were down
      slightly from 2Q `97; those for certificates were nearly flat.

   -  ASSET QUALITY remains strong.

      -- The level of non-performing assets remained low at only 0.2% of
         invested assets which was flat with last year. Reserves cover 89% of
         these non-performing assets.

      -- The SFAS 115 related mark-to-market adjustment on the portfolio
         (reported in assets pre-tax) was a positive $446MM at 9/97, reflecting
         appreciation during 3Q `97 of $195MM. As of 9/96, the mark-to-market
         adjustment was $104MM.

      -- Unrealized appreciation on investments held to maturity was $547MM
         compared with $215MM at 9/96 and $346MM at 6/97.

                                       7
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                  AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

 .  MANAGEMENT AND DISTRIBUTION FEES: The increase of 29% was due to higher
   average assets under management (including separate account assets) and
   distribution fees from greater mutual fund asset and sales levels.
<TABLE>
<CAPTION>
   - ASSETS MANAGED:
                                                                      Percentage
     (billions)                                      September 30,     Inc/(Dec)
                                                   ------------------ ----------
                                                    1997         1996
                                                  ------       ------
<S>                                              <C>          <C>         <C>
          Assets managed for individuals           $71.5        $56.3       27%
          Assets managed for institutions           41.0         35.8       15
          Separate account assets                   23.2         17.5       33
                                                  ------       ------
                         Total                    $135.7       $109.6       24
                                                  ======       ======
</TABLE>
      --The growth in managed assets since 3Q `96 resulted from $20.5B of 
        market appreciation and $5.6B of net new money.
        -During 3Q `97, $1.4B of net new managed assets were added; market
         appreciation was $7.2B.

   -  PRODUCT SALES:

      --Sales of equity, bond and money market mutual funds continue at record
        levels, increasing 36%. All three pricing categories (rear-, no- and
        front-load) had strong double-digit growth.
           -At approximately 50% of the industry average, redemption rates
            continued to compare favorably with the competition.
      --Overall, annuity sales were down by 9% and insurance products by 5%.
      --Certificate sales were up 63%, reflecting weakness last year and
        strengthening of sales abroad through AEB.
      --Product sales generated through plans were a record 67% of total sales
        in 3Q `97 versus 65% in 3Q `96 and 66% in 2Q `97.

 .  OTHER REVENUES:  Growth of 20% resulted from higher life insurance premiums
   and financial planning and tax preparation fees.
   -  Financial Planning fees of $15.5MM were up 33% versus 3Q `96.
   -  Tax preparation fees more than tripled reflecting acquisitions and 
      business growth.

 .  PROVISIONS FOR LOSSES AND BENEFITS: Annuity and certificate provisions were
   up due to greater inforce levels, partially offset by lower accrual rates.
   Insurance provisions increased from higher claims experience in the life
   insurance business lines, as well as a larger inforce level.

 .  HUMAN RESOURCES: Greater field force compensation-related expenses from
   growth in sales and asset levels, as well as higher average full-time
   equivalent employees (+16%) primarily within the technology and client
   services organizations and from recent tax/accounting firm acquisitions,
   caused costs to rise.

   - ADVISOR FORCE:  8,592 at 9/97; +500 planners, or 6%, versus 9/96; +116
     planners versus 6/97.
     -- Advisors in the pipeline have been consistently strong over the past
        several quarters.
     -- The veteran advisor retention rates remain at record levels.
     -- Planner productivity continued strong for the quarter; the number of
        clients and accounts per client were up 7% and 4%, respectively, versus
        3Q `96.

 .  OTHER OPERATING EXPENSES: The 54% increase reflects higher costs related to
   the outsourcing of data processing support services, increased usage of
   contract programmers for technology-oriented initiatives and higher occupancy
   and equipment costs from acquisitions.

   Also impacting the expense comparison is a loss from 1997 hedging
   activities designed to reduce the effect of stock market volatility on
   management fees. Over the life of these hedges, a gain or loss on the hedge
   should be offset by the corresponding market value impact on management fee
   revenues.

                                       8
<PAGE>
                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1997 OVERVIEW
                              AMERICAN EXPRESS BANK

(preliminary)                   Statement of Income
                                   (unaudited)

(millions)                                    Quarter Ended      Percentage
                                              September 30,      Inc/(Dec)
                                          --------------------- -----------
                                              1997      1996
                                            ------    ------
Net revenues:
     Interest income                          $230      $206        12%
     Interest expense                          148       128        15
                                            ------    ------
           Net interest income                  82        78         7
     Commissions, fees and
          other revenues                        57        57         1
     Foreign exchange income                    23        16        42
                                            ------    ------
          Total net revenues                   162       151         8
                                            ------    ------

Provision for credit losses                      7         5        60
                                            ------    ------
Expenses:
     Human resources                            60        59
                                                                     4
     Other operating expenses                   61        59         3
                                            ------    ------
          Total expenses                       121       118         3
                                            ------    ------
Pretax income                                   34        28        22
Income tax provision                            13        10        26
                                            ------    ------
Net income                                     $21       $18        19
                                            ======    ======

 .  AEB continues to improve revenue within its core businesses and by
   integrating further with AXP's other operations. For example, during the
   quarter the American Express Premium Deposit product, jointly managed by the
   Bank and AEFA, was launched for Private Banking clients.

 .  In 3Q `97, pretax margins improved as 8% growth in revenues outpaced higher
   expenses.

 .  The revenue improvement reflected strong foreign exchange income and rising
   net interest income on greater loans.

 .  Total assets of $12.9B at 9/97 were up 7% versus 9/96 as loans increased
   16%.

   - Non-performing loans of $60MM rose from an unsustainably low level in 3Q
     `96, but decreased from 6/97.

     -- The reserve for credit losses was held steady and covered 
        non-performing loans by 2.1 times.

   - Other real estate owned of $5MM was down from last year and flat with 2Q
     `97.

   - 8.6% Tier 1 and 11.6% total capital ratios were maintained in the "well
     capitalized" range.



                           THIRD QUARTER 1997 OVERVIEW
                               CORPORATE AND OTHER

 .   The net expense of $37MM was consistent with 3Q `96 and recent quarters.

                                       9



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