AMERICAN EXPRESS CO
8-K, 1998-10-28
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 26, 1998
                          --------------------------



                           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 26, 1998,  the  Registrant  issued a press release  announcing  its
third  quarter   earnings  and  distributed  a  1998  Third  Quarter  Earnings
Supplement.  Such press  release is filed  herein as  Exhibit  99.1,  and such
Earnings Supplement 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  announcing its third
              quarter earnings, dated October 26, 1998.

        99.2  1998 Third Quarter Earnings Supplement 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, 1998


<PAGE>
                                 EXHIBIT INDEX


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

99.1          Press release of American  Express Company  announcing its third
              quarter earnings, dated October 26, 1998.

99.2          1998 Third Quarter Earnings Supplement of American
              Express Company.
<PAGE>



                                                                  EXHIBIT 99.1

     NEW YORK,  October 26, 1998 -- American  Express  Company today  reported
record third quarter net income of $574  million,  up from $524 million in the
same period a year ago.  Diluted  earnings  per share rose 14 percent to $1.25
compared with $1.10.  Revenues  totaled $4.8  billion,  up 6 percent from $4.5
billion.  The Company's return on equity was 23.9 percent.  

     These results were in line with American  Express'  long-term  targets of
12-15  percent  earnings  per  share  growth  and a return  on equity of 18-20
percent, but were below its target of at least 8 percent growth in revenues.

     Travel Related  Services (TRS)  reported  record  quarterly net income of
$362 million, up 17 percent from $310 million in the third quarter a year ago.

     TRS' net  revenues  increased 8 percent  from the prior year,  reflecting
higher billed  business in the United States and  internationally,  as well as
growth in  Cardmember  loans  and  higher  travel  commissions  and fees.  The
improvement  in billed  business  was the result of a greater  number of cards
outstanding  and higher  spending  per basic  Cardmember,  which  reflects the
benefits of rewards  programs and expanded  merchant  coverage.  This increase
came despite the slowdown in many international markets and general tightening
by corporations of travel and entertainment  expenses.  The increase in travel
commissions  and fees was  primarily due to  acquisitions  during the quarter,
which increased  revenues and expenses,  but did not have a material impact on
earnings.

     Provisions  for losses on charge  cards  declined as a result of improved
loss rates.  Provisions  for the lending  portfolio  rose,  largely due to the
positive impact of securitizing a portion of the portfolio a year ago, as well
as a higher level of loans outstanding.  Human resources expenses rose, mainly
due  to  acquisitions  and  increased  business  volumes.  Included  in  other
operating  expenses  was a gain related to the  formation of an  international
joint venture, which was offset by additional business building initiatives.

     American Express Financial  Advisors (AEFA) reported record third quarter
net income of $211  million,  up 15 percent from $184 million  reported a year
ago.

     Revenue and earnings growth  benefited from higher fee revenues due to an
increase in managed assets and sales.  Mutual fund sales in total,  as well as
sales of equity funds,  exceeded  redemptions  throughout  the quarter.  Those
sales as well as sales of  investment  certificates  reached a record  for the
third  quarter.  Sales of  annuities  and life and  other  insurance  products
declined. Human resources expenses rose, largely reflecting compensation costs
associated with higher sales and asset levels.  Other operating  expenses rose
primarily  from  increased  spending on technology  and other costs related to
higher business volumes.

     American Express  Bank/Travelers  Cheque (AEB/TC) reported  quarterly net
income of $43 million  compared  with $67 million a year ago. The prior year's
results  included   approximately  $24  million  ($16  million  after-tax)  of
increased  recognition  of  recoveries  on abandoned  property  related to the
Travelers Cheque business, which was included in other revenues.

     The continuing  economic  downturn in Asia contributed to declines in net
interest income and  commissions,  fees and other  revenues.  This decline was
partially  offset by higher foreign exchange  trading  revenues,  primarily in
Asia.

     Corporate and Other  reported net expenses of $42 million,  compared with
$37 million a year ago.

     American  Express  Company  (http://www.americanexpress.com),  founded in
1850, is a global travel, financial and network services provider.
<PAGE>

<TABLE>
<CAPTION>
                        American Express Company
                        ------------------------
                            Financial Summary
                            -----------------
                               (Unaudited)
(Dollars in millions)
                                        Quarter Ended
                                        September 30,
                                       -------------- Percentage
                                       1998      1997  Inc/(Dec)
<S>                                 <C>        <C>      <C>
                                       ----      ---- ----------
Revenues by Industry Segment (A)
- --------------------------------
  Travel Related Services             $ 3,339   $ 3,083    8.3 %
  American Express Financial Advisors   1,247     1,169    6.6
  American Express Bank/
   Travelers Cheque                       255       290  (12.0)
                                      -------   -------
                                        4,841     4,542    6.6
  Corporate and Other, including
   adjustments and eliminations           (54)      (42) (27.2)
                                      -------   -------
CONSOLIDATED REVENUES (A)             $ 4,787   $ 4,500    6.4
                                      =======   =======

Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services             $   554   $   469   18.0
  American Express Financial Advisors     308       261   17.7
  American Express Bank/
   Travelers Cheque                        20        59  (66.1)
                                      -------   -------
                                          882       789   11.7
  Corporate and Other                     (83)      (71) (14.5)
                                      -------   -------
PRETAX INCOME                         $   799   $   718   11.4
                                      =======   =======

Net Income by Industry Segment
- ------------------------------
  Travel Related Services             $   362   $   310   16.9
  American Express Financial Advisors     211       184   14.6
  American Express Bank/
   Travelers Cheque                        43        67  (35.5)
                                      -------   -------
                                          616       561    9.9
  Corporate and Other                     (42)      (37) (15.2)
                                      -------   -------
NET INCOME                            $   574    $  524    9.5
                                      =======    ======


                                     Nine Months Ended
                                       September 30,
                                     ---------------- Percentage
                                      1998       1997  Inc/(Dec)
                                      ----       ---- ----------
Revenues by Industry Segment (A)
- --------------------------------
  Travel Related Services             $ 9,692   $ 8,978    8.0 %
  American Express Financial Advisors   3,750     3,396   10.4
  American Express Bank/
   Travelers Cheque                       764       841   (9.2)
                                      -------   -------
                                       14,206    13,215    7.5
  Corporate and Other, including
    adjustments and eliminations         (137)     (129)  (5.4)
                                      -------   -------
CONSOLIDATED REVENUES (A)             $14,069   $13,086    7.5
                                      =======   =======

Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services              $ 1,582  $ 1,346   17.5
  American Express Financial Advisors      888      762   16.5
  American Express Bank/
   Travelers Cheque                       (131)     190      -
                                       -------  -------
                                         2,339    2,298    1.8
  Corporate and Other                     (127)    (238)  47.0
                                       -------  -------
PRETAX INCOME                          $ 2,212  $ 2,060    7.4
                                       =======  =======

Net Income by Industry Segment
- ------------------------------
  Travel Related Services              $ 1,038  $   883   17.6
  American Express Financial Advisors      609      524   16.2
  American Express Bank/
   Travelers Cheque                          7      206  (96.5)
                                       -------  -------
                                         1,654    1,613    2.6
  Corporate and Other                      (43)    (115)  62.2
                                       -------  -------
NET INCOME                             $ 1,611  $ 1,498    7.5
                                       =======  =======
</TABLE>

(A) Revenues are reported net of interest expense, where
    applicable.

<TABLE>
<CAPTION>


                      American Express Company
                      ------------------------
                    Financial Summary (continued)
                    -----------------------------
                             (Unaudited)

                                        Quarter Ended
                                        September 30,
                                        ------------- Percentage
                                        1998     1997  Inc/(Dec)
                                        ----     ---- ----------
EARNINGS PER SHARE
<S>                                 <C>      <C>       <C>

Basic
- -----
  Net Income Per Common Share          $ 1.27   $ 1.13    12.4 %
                                       ======   ======
  Average common shares outstanding
   (millions)                           451.6    463.0    (2.5)
                                       ======   ======

Diluted
- -------
  Net Income Per Common Share          $ 1.25   $ 1.10    13.6
                                       ======   ======
  Average common shares outstanding
   (millions)                           459.6    477.9    (3.8)
                                       ======   ======

Cash dividends declared per
   common share                        $0.225   $0.225       -
                                       ======   ======


                                    Nine Months Ended
                                       September 30,
                                    ----------------- Percentage
                                      1998      1997   Inc/(Dec)
                                      ----      ----  ----------
EARNINGS PER SHARE

Basic
- -----
  Net Income Per Common Share         $ 3.53    $ 3.22    9.6 %
                                      ======    ======
  Average common shares outstanding
   (millions)                          456.2     465.4   (2.0)
                                      ======    ======

Diluted
- -------
  Net Income Per Common Share         $ 3.47    $ 3.12   11.2
                                      ======    ======
  Average common shares outstanding
   (millions)                          464.9     480.5   (3.2)
                                      ======    ======

Cash dividends declared per
  common share                        $0.675    $0.675      -
                                      ======    ======


                     Selected Statistical Information
                     --------------------------------
                               (Unaudited)

                                      Quarter Ended
                                      September 30,
                                      -------------   Percentage
                                      1998     1997   Inc/(Dec)
                                      ----     ----   ----------

Return on Average Equity*             23.9%    23.3%         -
Common Shares Outstanding (millions)  452.3    465.8      (2.9)%
Book Value per Common Share:
     Actual                         $ 20.79  $ 19.57       6.2 %
     Pro Forma*                     $ 19.28  $ 18.41       4.7 %
Shareholders' Equity (billions)     $   9.4  $   9.1       3.1 %


                                   Nine Months Ended
                                      September 30,
                                   -----------------  Percentage
                                      1998     1997    Inc/(Dec)
                                      ----     ----   ----------

Return on Average Equity*             23.9%    23.3%          -
Common Shares Outstanding (millions)  452.3    465.8       (2.9)%
Book Value per Common Share:
     Actual                         $ 20.79   $ 19.57       6.2 %
     Pro Forma*                     $ 19.28   $ 18.41       4.7 %
Shareholders' Equity (billions)     $   9.4   $   9.1       3.1 %

</TABLE>

* Excludes the effect of SFAS #115 and for ROE, which is
  computed based on the past twelve months' net income,
  also excludes a fourth quarter 1996 $300 million gain on the
  exchange of the Company's DECS and $138 million restructuring
  charge.


<TABLE>
<CAPTION>

                        American Express Company
                        ------------------------
                            Financial Summary
                            -----------------
                               (Unaudited)
(Dollars in millions)
                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------
<S>                                               <C>

Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,339
     American Express Financial Advisors                 1,247
     American Express Bank/Travelers Cheque                255
                                                        ------
                                                         4,841
     Corporate and Other,
        including adjustments and eliminations             (54)
                                                        ------
CONSOLIDATED REVENUES (A)                               $4,787
                                                        ======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                              $554
     American Express Financial Advisors                   308
     American Express Bank/Travelers Cheque                 20
                                                        ------
                                                           882
     Corporate and Other                                   (83)
                                                        ------
PRETAX INCOME                                             $799
                                                        ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                              $362
     American Express Financial Advisors                   211
     American Express Bank/Travelers Cheque                 43
                                                        ------
                                                           616
     Corporate and Other                                   (42)
                                                        ------
NET INCOME                                                $574
                                                        ======


                                                   Quarter Ended
                                                       June 30,
                                                         1998
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,270
     American Express Financial Advisors                 1,282
     American Express Bank/Travelers Cheque                251
                                                        ------
                                                         4,803
     Corporate and Other,
        including adjustments and eliminations             (42)
                                                        ------
CONSOLIDATED REVENUES (A)                               $4,761
                                                        ======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                              $546
     American Express Financial Advisors                   309
     American Express Bank/Travelers Cheque                 23
                                                        ------
                                                           878
     Corporate and Other                                   (78)
                                                        ------
PRETAX INCOME                                             $800
                                                        ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                              $360
     American Express Financial Advisors                   212
     American Express Bank/Travelers Cheque                 47
                                                        ------
                                                           619
     Corporate and Other                                   (41)
                                                        ------
NET INCOME                                                $578
                                                        ======


                                                   Quarter Ended
                                                      March 31,
                                                         1998
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,083
     American Express Financial Advisors                 1,221
     American Express Bank/Travelers Cheque                257
                                                       -------
                                                         4,561
     Corporate and Other,
        including adjustments and eliminations             (40)
                                                       -------
CONSOLIDATED REVENUES (A)                               $4,521
                                                       =======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                              $482
     American Express Financial Advisors                   271
     American Express Bank/Travelers Cheque               (174)
                                                        ------
                                                           579
     Corporate and Other                                    35
                                                        ------
PRETAX INCOME                                             $614
                                                        ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                              $315
     American Express Financial Advisors                   186
     American Express Bank/Travelers Cheque                (83)
                                                        ------
                                                           418
     Corporate and Other                                    42
                                                        ------
NET INCOME                                                $460
                                                        ======


                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,236
     American Express Financial Advisors                 1,202
     American Express Bank/Travelers Cheque                283
                                                        ------
                                                         4,721
     Corporate and Other,
        including adjustments and eliminations             (47)
                                                        ------
CONSOLIDATED REVENUES (A)                               $4,674
                                                        ======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                              $439
     American Express Financial Advisors                   259
     American Express Bank/Travelers Cheque                 59
                                                        ------
                                                           757
     Corporate and Other                                   (67)
                                                        ------
PRETAX INCOME                                             $690
                                                        ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                              $281
     American Express Financial Advisors                   183
     American Express Bank/Travelers Cheque                 66
                                                        ------ 
                                                           530
     Corporate and Other                                   (37)
                                                        ------
NET INCOME                                                $493
                                                        ======


                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,083
     American Express Financial Advisors                 1,169
     American Express Bank/Travelers Cheque                290
                                                        ------
                                                         4,542
     Corporate and Other,
        including adjustments and eliminations             (42)
                                                        ------
CONSOLIDATED REVENUES (A)                               $4,500
                                                        ======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                              $469
     American Express Financial Advisors                   261
     American Express Bank/Travelers Cheque                 59
                                                        ------
                                                           789
     Corporate and Other                                   (71)
                                                        ------
PRETAX INCOME                                             $718
                                                        ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                              $310
     American Express Financial Advisors                   184
     American Express Bank/Travelers Cheque                 67
                                                        ------
                                                           561
     Corporate and Other                                   (37)
                                                        ------
NET INCOME                                                $524
                                                        ======

(A) Revenues are reported net of interest expense, where
    applicable.



                       American Express Company
                       ------------------------
                     Financial Summary (continued)
                     -----------------------------
                              (Unaudited)

                                                   Quarter Ended
                                                   September 30,
                                                       1998
                                                   -------------
EARNINGS PER SHARE

Basic
- -----
  Net Income Per Common Share                           $1.27
                                                       ======
  Average common shares outstanding (millions)          451.6
                                                       ======

Diluted
- -------
  Net Income Per Common Share                           $1.25
                                                       ======
  Average common shares outstanding (millions)          459.6
                                                       ======

Cash dividends declared per common share               $0.225
                                                       ======


                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   -------------
EARNINGS PER SHARE

Basic 
- -----
  Net Income Per Common Share                           $1.27
                                                       ======
  Average common shares outstanding (millions)          456.3
                                                       ======

Diluted
- -------
  Net Income Per Common Share                           $1.24
                                                       ======
  Average common shares outstanding (millions)          465.3
                                                       ======

Cash dividends declared per common share               $0.225
                                                       ======


                                                   Quarter Ended
                                                      March 31,
                                                        1998
                                                    ------------
EARNINGS PER SHARE
Basic
- -----
  Net Income Per Common Share                           $1.00
                                                       ======
  Average common shares outstanding (millions)          460.7
                                                       ======

Diluted
- -------
  Net Income Per Common Share                           $0.98
                                                       ======
  Average common shares outstanding (millions)          469.5
                                                       ======

Cash dividends declared per common share               $0.225
                                                       ======


                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------
EARNINGS PER SHARE

Basic 
- -----
  Net Income Per Common Share                           $1.07
                                                       ======
  Average common shares outstanding (millions)          460.7
                                                       ======

Diluted
- -------
  Net Income Per Common Share                           $1.04
                                                       ======
  Average common shares outstanding (millions)          475.1
                                                       ======

Cash dividends declared per common share               $0.225
                                                       ======


                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
EARNINGS PER SHARE

Basic 
- -----
  Net Income Per Common Share                           $1.13
                                                       ======
  Average common shares outstanding (millions)          463.0
                                                       ======

Diluted
- -------
  Net Income Per Common Share                           $1.10
                                                       ======
  Average common shares outstanding (millions)          477.9
                                                       ======

Cash dividends declared per common share               $0.225
                                                       ======

 
                  Selected Statistical Information
                  --------------------------------
                            (Unaudited)


                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------

Return on Average Equity*                                23.9%
Common Shares Outstanding (millions)                     452.3
Book Value per Common Share:
     Actual                                             $20.79
     Pro Forma*                                         $19.28
Shareholders' Equity (billions)                           $9.4


                                                   Quarter Ended
                                                       June 30,
                                                         1998
                                                   -------------
                                                                                
Return on Average Equity*                                23.5%
Common Shares Outstanding (millions)                     456.8
Book Value per Common Share:                                                                            
     Actual                                             $20.35
     Pro Forma*                                         $19.11
Shareholders' Equity (billions)                           $9.3


                                                   Quarter Ended
                                                      March 31,
                                                         1998
                                                    -------------

Return on Average Equity*                                23.1%
Common Shares Outstanding (millions)                     461.9
Book Value per Common Share:
     Actual                                             $20.41
     Pro Forma*                                         $19.19
Shareholders' Equity (billions)                           $9.4


                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------

Return on Average Equity*                                23.5%
Common Shares Outstanding (millions)                     466.4
Book Value per Common Share:
     Actual                                             $20.53
     Pro Forma*                                         $19.29
Shareholders' Equity (billions)                           $9.6


                                                   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
</TABLE>


* Excludes the effect of SFAS #115 and for ROE, which is
  computed based on the past twelve months' net income,
  also excludes a fourth quarter 1996 $300 million gain on the
  exchange of the Company's DECS and $138 million restructuring
  charge.


<TABLE>
<CAPTION>

(Preliminary)          Travel Related Services
                       -----------------------
                         Statement of Income
                         -------------------
                            (Unaudited)
(Dollars in millions)
                                     Quarter Ended
                                     September 30,
                                    --------------    Percentage
                                    1998      1997     Inc/(Dec)
                                    ----      ----    ----------
<S>                             <C>      <C>        <C>

Net Revenues:
  Discount Revenue                $ 1,522  $ 1,422       7.0 %
  Net Card Fees                       393      399      (1.3)
  Travel Commissions and Fees         441      370      19.4
  Other Revenues                      645      574      12.2
  Lending:
    Finance Charge Revenue            502      472       6.3
    Interest Expense                  164      154       6.3
                                   ------   ------
      Net Finance Charge Revenue      338      318       6.2
                                   ------   ------
    Total Net Revenues              3,339    3,083       8.3
                                   ------   ------
Expenses:
  Marketing and Promotion             310      290       7.1
  Provision for Losses and Claims:
    Charge Card                       148      228     (35.4)
    Lending                           224      179      24.9
    Other                              17       14      31.8
                                   ------   ------
      Total                           389      421      (7.6)
                                   ------   ------
  Charge Card Interest Expense        199      186       6.8
  Net Discount Expense                170      142      20.3
  Human Resources                     924      776      19.1
  Other Operating Expenses            793      799      (0.8)
                                   ------   ------
    Total Expenses                  2,785    2,614       6.6
                                   ------   ------
Pretax Income                         554      469      18.0
Income Tax Provision                  192      159      20.3
                                   ------   ------
Net Income                        $   362  $   310      16.9
                                   ======   ======



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

(Dollars in millions)

                                     Quarter Ended
                                     September 30,
                                     --------------   Percentage
                                     1998      1997    Inc/(Dec)
                                     ----      ----   ----------
Net Revenues:
  Discount Revenue                 $ 1,522   $ 1,422      7.0 %
  Net Card Fees                        395       403     (1.9)
  Travel Commissions and Fees          441       370     19.4
  Other Revenues                       562       514      9.3
  Lending:
    Finance Charge Revenue             636       548     16.1
    Interest Expense                   209       177     18.4
                                    ------    ------
      Net Finance Charge Revenue       427       371     14.9
                                    ------    ------
    Total Net Revenues               3,347     3,080      8.7
                                    ------    ------
Expenses:
  Marketing and Promotion              310       253     22.7
  Provision for Losses and Claims:
    Charge Card                        224       284    (21.7)
    Lending                            263       243      8.5
    Other                               17        14     31.8
                                    ------    ------
      Total                            504       541     (6.9)
                                    ------    ------
  Charge Card Interest Expense         262       242      8.3
  Human Resources                      924       776     19.1
  Other Operating Expenses             793       799     (0.8)
                                    ------    ------
      Total Expenses                 2,793     2,611      7.0
                                    ------    ------
Pretax Income                          554       469     18.0
Income Tax Provision                   192       159     20.3
                                    ------    ------
Net Income                         $   362   $   310     16.9
                                    ======    ======
</TABLE>

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
receivables, TRS recognized a pretax gain of $37 million in the
third quarter of 1997 ($24 million after-tax) related to the
securitizations of U.S. 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 increase in Marketing and Promotion expenses
have been eliminated in the third quarter of 1997.


<TABLE>
<CAPTION>

(Preliminary)             Travel Related Services
                          -----------------------
                      Selected Statistical Information
                      --------------------------------
                               (Unaudited)

(Amounts in billions, except percentages and where indicated)

                                       Quarter Ended
                                       September 30,
                                       --------------  Percentage
                                       1998     1997    Inc/(Dec)
                                       ----     ----   ----------
<S>                                  <C>      <C>      <C>

Total Cards in Force (millions):
  United States                        29.5     29.6      (0.3)%
  Outside the United States            14.6     12.8      13.8
                                      -----    -----
    Total                              44.1     42.4       4.0
                                      =====    =====
Basic Cards in Force (millions):
  United States                        23.3     23.2       0.6
  Outside the United States            11.3      9.8      14.5
                                      -----    -----
    Total                              34.6     33.0       4.7
                                      =====    =====
Card Billed Business:
  United States                      $ 41.5   $ 38.0       9.1
  Outside the United States            15.2     14.7       3.6
                                     ------   ------
    Total                            $ 56.7   $ 52.7       7.6
                                     ======   ======

Average Discount Rate*                2.72%    2.72%         -
Average Basic Cardmember
  Spending (dollars)*                $1,704   $1,616       5.4
Average Fee per Card (dollars)*      $   37   $   38      (2.6)

Travel Sales                         $  5.1   $  4.2      22.8
Travel Commissions and Fees/Sales**    8.6%     8.8%         -

Total Debt                           $ 26.9   $ 25.3       6.6
Shareholder's Equity                 $  5.2   $  4.9       5.6
Return on Average Equity***           27.1%    24.8%         -
Return on Average Assets***            3.3%     3.1%         -
</TABLE>

*  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.


<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)

                                       Quarter Ended
                                       September 30,
                                      --------------  Percentage
                                      1998      1997   Inc/(Dec)
                                      ----      ----  ----------
<S>                                <C>       <C>       <C>

Owned and Managed Charge Card
  Receivables:
  Total Receivables                  $ 23.3    $ 22.5     3.2 %
  90 Days Past Due as a % of Total     2.7%      3.2%       -
  Loss Reserves (millions)           $  961    $  970    (0.9)
    % of Receivables                   4.1%      4.3%       -
    % of 90 Days Past Due              151%      133%       -
  Net Loss Ratio                      0.48%     0.52%       -

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                        $ 15.4    $ 13.5    14.1
  Past Due Loans as a % of Total:
    30-89 Days                         2.2%      2.5%       -
    90+ Days                           1.0%      1.1%       -
  Loss Reserves (millions):
    Beginning Balance                $  577    $  534     8.1
      Provision                         236       220     7.0
      Net Charge-Offs/Other            (234)     (198)   17.9
                                     ------    ------
    Ending Balance                   $  579    $  556     4.1
                                     ======    ======
    % of Loans                         3.8%      4.1%       -
    % of Past Due                      118%      115%       -
  Average Loans                      $ 15.2    $ 13.4    13.5
  Net Write-Off Rate                   6.4%      6.5%       -
  Net Interest Yield                   9.6%      9.4%       -
</TABLE>
<TABLE>
<CAPTION>


(Preliminary)             Travel Related Services
                          -----------------------
                             Statement of Income
                             -------------------
                                 (Unaudited)
(Dollars in millions)
                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------
<S>                                                <C>

Net Revenues:
     Discount Revenue                                  $1,522
     Net Card Fees                                        393
     Travel Commissions and Fees                          441
     Other Revenues                                       645
     Lending:
          Finance Charge Revenue                          502
          Interest Expense                                164
                                                       ------
               Net Finance Charge Revenue                 338
                                                       ------
          Total Net Revenues                            3,339
                                                       ------
Expenses:
     Marketing and Promotion                              310
     Provision for Losses and Claims:
          Charge Card                                     148
          Lending                                         224
          Other                                            17
                                                       ------
               Total                                      389
                                                       ------
     Charge Card Interest Expense                         199
     Net Discount Expense                                 170
     Human Resources                                      924
     Other Operating Expenses                             793
                                                       ------
          Total Expenses                                2,785
                                                       ------
Pretax Income                                             554
Income Tax Provision                                      192
                                                       ------
Net Income                                               $362
                                                       ======


                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,525
     Net Card Fees                                        398
     Travel Commissions and Fees                          403
     Other Revenues                                       614
     Lending:
          Finance Charge Revenue                          493
          Interest Expense                                163
                                                       ------
               Net Finance Charge Revenue                 330
                                                       ------
          Total Net Revenues                            3,270
                                                       ------
Expenses:
     Marketing and Promotion                              275
     Provision for Losses and Claims:
          Charge Card                                     236
          Lending                                         187
          Other                                            11
                                                       ------
               Total                                      434
                                                       ------
     Charge Card Interest Expense                         203
     Net Discount Expense                                 170
     Human Resources                                      843
     Other Operating Expenses                             799
                                                       ------
          Total Expenses                                2,724
                                                       ------
Pretax Income                                             546
Income Tax Provision                                      186
                                                       ------
Net Income                                               $360
                                                       ======


                                                   Quarter Ended
                                                      March 31,
                                                        1998
                                                   --------------
Net Revenues:
     Discount Revenue                                  $1,429
     Net Card Fees                                        398
     Travel Commissions and Fees                          351
     Other Revenues                                       588
     Lending:
          Finance Charge Revenue                          478
          Interest Expense                                161
                                                       ------
               Net Finance Charge Revenue                 317
                                                       ------
          Total Net Revenues                            3,083
                                                       ------
Expenses:
     Marketing and Promotion                              244
     Provision for Losses and Claims:
          Charge Card                                     218
          Lending                                         218
          Other                                            13
                                                       ------
               Total                                      449
                                                       ------
     Charge Card Interest Expense                         197
     Net Discount Expense                                 140
     Human Resources                                      787
     Other Operating Expenses                             784
                                                       ------
          Total Expenses                                2,601
                                                       ------
Pretax Income                                             482
Income Tax Provision                                      167
                                                       ------
Net Income                                               $315
                                                       ======


                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   --------------
Net Revenues:
     Discount Revenue                                  $1,530
     Net Card Fees                                        397
     Travel Commissions and Fees                          402
     Other Revenues                                       573
     Lending:
          Finance Charge Revenue                          487
          Interest Expense                                153
                                                       ------
               Net Finance Charge Revenue                 334
                                                       ------
          Total Net Revenues                            3,236
                                                       ------
Expenses:
     Marketing and Promotion                              309
     Provision for Losses and Claims:
          Charge Card                                     201
          Lending                                         239
          Other                                            14
                                                       ------
               Total                                      454
                                                       ------
     Charge Card Interest Expense                         213
     Net Discount Expense                                 139
     Human Resources                                      805
     Other Operating Expenses                             877
                                                       ------
          Total Expenses                                2,797
                                                       ------
Pretax Income                                             439
Income Tax Provision                                      158
                                                       ------
Net Income                                               $281
                                                       ======


                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   --------------
Net Revenues:
     Discount Revenue                                  $1,422
     Net Card Fees                                        399
     Travel Commissions and Fees                          370
     Other Revenues                                       574
     Lending:
          Finance Charge Revenue                          472
          Interest Expense                                154
                                                       ------
               Net Finance Charge Revenue                 318
                                                       ------
          Total Net Revenues                            3,083
                                                       ------
Expenses:
     Marketing and Promotion                              290
     Provision for Losses and Claims:
          Charge Card                                     228
          Lending                                         179
          Other                                            14
                                                       ------
               Total                                      421
                                                       ------
     Charge Card Interest Expense                         186
     Net Discount Expense                                 142
     Human Resources                                      776
     Other Operating Expenses                             799
                                                       ------
          Total Expenses                                2,614
                                                       ------
Pretax Income                                             469
Income Tax Provision                                      159
                                                       ------
Net Income                                               $310
                                                       ======



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

(Dollars in millions)

                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,522
     Net Card Fees                                        395
     Travel Commissions and Fees                          441
     Other Revenues                                       562
     Lending:
          Finance Charge Revenue                          636
          Interest Expense                                209
                                                       ------
               Net Finance Charge Revenue                 427
                                                       ------
          Total Net Revenues                            3,347
                                                       ------
Expenses:
     Marketing and Promotion                              310
     Provision for Losses and Claims:
          Charge Card                                     224
          Lending                                         263
          Other                                            17
                                                       ------
               Total                                      504
                                                       ------
     Charge Card Interest Expense                         262
     Human Resources                                      924
     Other Operating Expenses                             793
                                                       ------
          Total Expenses                                2,793
                                                       ------
Pretax Income                                             554
Income Tax Provision                                      192
                                                       ------
Net Income                                               $362
                                                       ======


                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,525
     Net Card Fees                                        393
     Travel Commissions and Fees                          403
     Other Revenues                                       536
     Lending:
          Finance Charge Revenue                          595
          Interest Expense                                197
                                                       ------
               Net Finance Charge Revenue                 398
                                                       ------
          Total Net Revenues                            3,255
                                                       ------
Expenses:
     Marketing and Promotion                              239
     Provision for Losses and Claims:
          Charge Card                                     307
          Lending                                         251
          Other                                            11
                                                       ------
               Total                                      569
                                                       ------
     Charge Card Interest Expense                         259
     Human Resources                                      843
     Other Operating Expenses                             799
                                                       ------
          Total Expenses                                2,709
                                                       ------
Pretax Income                                             546
Income Tax Provision                                      186
                                                       ------
Net Income                                               $360
                                                       ======


                                                   Quarter Ended
                                                      March 31,
                                                        1998
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,429
     Net Card Fees                                        398
     Travel Commissions and Fees                          351
     Other Revenues                                       511
     Lending:
          Finance Charge Revenue                          584
          Interest Expense                                194
                                                       ------
               Net Finance Charge Revenue                 390
                                                       ------
          Total Net Revenues                            3,079
                                                       ------
Expenses:
     Marketing and Promotion                              244
     Provision for Losses and Claims:
          Charge Card                                     273
          Lending                                         248
          Other                                            13
                                                       ------
               Total                                      534
                                                       ------
     Charge Card Interest Expense                         248
     Human Resources                                      787
     Other Operating Expenses                             784
                                                       ------
          Total Expenses                                2,597
                                                       ------
Pretax Income                                             482
Income Tax Provision                                      167
                                                       ------
Net Income                                               $315
                                                       ======


                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,530
     Net Card Fees                                        398
     Travel Commissions and Fees                          402
     Other Revenues                                       516
     Lending:
          Finance Charge Revenue                          574
          Interest Expense                                186
                                                       ------
               Net Finance Charge Revenue                 388
                                                       ------
          Total Net Revenues                            3,234
                                                       ------
Expenses:
     Marketing and Promotion                              309
     Provision for Losses and Claims:
          Charge Card                                     255
          Lending                                         269
          Other                                            14
                                                       ------
               Total                                      538
                                                       ------
     Charge Card Interest Expense                         266
     Human Resources                                      805
     Other Operating Expenses                             877
                                                       ------
          Total Expenses                                2,795
                                                       ------
Pretax Income                                             439
Income Tax Provision                                      158
                                                       ------
Net Income                                               $281
                                                       ======


                                                   Quarter Ended
                                                   September 30,
                                                        1997
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,422
     Net Card Fees                                        403
     Travel Commissions and Fees                          370
     Other Revenues                                       514
     Lending:
          Finance Charge Revenue                          548
          Interest Expense                                177
                                                       ------
               Net Finance Charge Revenue                 371
                                                       ------
          Total Net Revenues                            3,080
                                                       ------
Expenses:
     Marketing and Promotion                              253
     Provision for Losses and Claims:
          Charge Card                                     284
          Lending                                         243
          Other                                            14
                                                       ------
               Total                                      541
                                                       ------
     Charge Card Interest Expense                         242
     Human Resources                                      776
     Other Operating Expenses                             799
                                                       ------
          Total Expenses                                2,611
                                                       ------
Pretax Income                                             469
Income Tax Provision                                      159
                                                       ------
Net Income                                               $310
                                                       ======
</TABLE>


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
receivables, TRS recognized a pretax gain of $36 million
($23 million after-tax) and $37 million ($24 million after-tax)
in the second quarter of 1998 and the third quarter of 1997,
respectively, related to the securitizations of U.S. receivables.
These gains were invested in additional Marketing and Promotion
expenses and had no material impact on net income or total
expenses in either quarter.  For purposes of this presentation
such gains and the corresponding increases in Marketing and
Promotion expenses have been eliminated in the respective
quarters.

<TABLE>
<CAPTION>


(Preliminary)             Travel Related Services
                          -----------------------
                      Selected Statistical Information
                      --------------------------------
                                (Unaudited)

(Amounts in billions, except percentages and where indicated)

                                                 Quarter Ended
                                                 September 30,
                                                      1998
                                                 -------------
<S>                                                <C>

Total Cards in Force (millions):
     United States                                      29.5
     Outside the United States                          14.6
                                                      ------
          Total                                         44.1
                                                      ======
Basic Cards in Force (millions):
     United States                                      23.3
     Outside the United States                          11.3
                                                      ------
          Total                                         34.6
                                                      ======
Card Billed Business:
     United States                                     $41.5
     Outside the United States                          15.2
                                                      ------
          Total                                        $56.7
                                                      ======

Average Discount Rate*                                 2.72%
Average Basic Cardmember
     Spending (dollars)*                              $1,704
Average Fee per Card (dollars)*                          $37

Travel Sales                                            $5.1
Travel Commissions and Fees/Sales**                     8.6%

Total Debt                                             $26.9
Shareholder's Equity                                    $5.2
Return on Average Equity***                            27.1%
Return on Average Assets***                             3.3%


                                                  Quarter Ended
                                                      June 30,
                                                        1998
                                                   -------------
Total Cards in Force (millions):
     United States                                      29.6
     Outside the United States                          14.2
                                                      ------
          Total                                         43.8
                                                      ======
Basic Cards in Force (millions):
     United States                                      23.3
     Outside the United States                          11.0
                                                      ------
          Total                                         34.3
                                                      ======
Card Billed Business:
     United States                                     $41.4
     Outside the United States                          15.4
                                                      ------
          Total                                        $56.8
                                                      ======

Average Discount Rate*                                 2.72%
Average Basic Cardmember
     Spending (dollars)*                              $1,717
Average Fee per Card (dollars)*                          $38

Travel Sales                                            $4.9
Travel Commissions and Fees/Sales**                     8.2%

Total Debt                                             $24.0
Shareholder's Equity                                    $5.0
Return on Average Equity***                            26.5%
Return on Average Assets***                             3.2%


                                                   Quarter Ended
                                                      March 31,
                                                        1998
                                                   -------------
Total Cards in Force (millions):
     United States                                      29.5
     Outside the United States                          13.8
                                                      ------
          Total                                         43.3
                                                      ======
Basic Cards in Force (millions):
     United States                                      23.3
     Outside the United States                          10.6
                                                      ------
          Total                                         33.9
                                                      ======
Card Billed Business:
     United States                                     $38.5
     Outside the United States                          14.1
                                                      ------
          Total                                        $52.6
                                                      ======
Average Discount Rate*                                 2.74%
Average Basic Cardmember
     Spending (dollars)*                              $1,600
Average Fee per Card (dollars)*                          $38

Travel Sales                                            $4.3
Travel Commissions and Fees/Sales**                     8.2%
 
Total Debt                                             $24.9
Shareholder's Equity                                    $4.8
Return on Average Equity***                            25.7%
Return on Average Assets***                             3.1%


                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   -------------
Total Cards in Force (millions):
     United States                                      29.6
     Outside the United States                          13.1
                                                      ------
          Total                                         42.7
                                                      ======
Basic Cards in Force (millions):
     United States                                      23.3
     Outside the United States                          10.0
                                                      ------
          Total                                         33.3
                                                      ======
Card Billed Business:
     United States                                     $40.7
     Outside the United States                          16.0
                                                      ------
          Total                                        $56.7
                                                      ======
Average Discount Rate*                                 2.73%
Average Basic Cardmember
     Spending (dollars)*                              $1,731
Average Fee per Card (dollars)*                          $38

Travel Sales                                            $4.8
Travel Commissions and Fees/Sales**                     8.4%
 
Total Debt                                             $26.9
Shareholder's Equity                                    $4.6
Return on Average Equity***                            25.1%
Return on Average Assets***                             3.0%


                                                   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%
 
Total Debt                                             $25.3
Shareholder's Equity                                    $4.9
Return on Average Equity***                            24.8%
Return on Average Assets***                             3.1%
</TABLE>

  *  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.

<TABLE>
<CAPTION>


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

(Amounts in billions, except percentages and where indicated)

                                                 Quarter Ended
                                                 September 30,
                                                      1998
                                                 -------------
<S>                                               <C>

Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $23.3
     90 Days Past Due as a % of Total                   2.7%
     Loss Reserves (millions)                           $961
          % of Receivables                              4.1%
          % of 90 Days Past Due                         151%
     Net Loss Ratio                                    0.48%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                       $15.4
     Past Due Loans as a % of Total:
          30-89 Days                                    2.2%
          90+ Days                                      1.0%
     Loss Reserves (millions):
          Beginning Balance                             $577
               Provision                                 236
               Net Charge-Offs/Other                    (234)
                                                       -----
          Ending Balance                                $579
                                                       =====
          % of Loans                                    3.8%
          % of Past Due                                 118%
     Average Loans                                     $15.2
     Net Write-Off Rate                                 6.4%
     Net Interest Yield                                 9.6%


                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   --------------
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $23.4
     90 Days Past Due as a % of Total                   3.1%
     Loss Reserves (millions)                         $1,015
          % of Receivables                              4.3%
          % of 90 Days Past Due                         142%
     Net Loss Ratio                                    0.46%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                       $14.8
     Past Due Loans as a % of Total:
          30-89 Days                                    2.3%
          90+ Days                                      1.1%
     Loss Reserves (millions):
          Beginning Balance                             $591
               Provision                                 219
               Net Charge-Offs/Other                    (233)
                                                       -----
          Ending Balance                                $577
                                                       =====
          % of Loans                                    3.9%
          % of Past Due                                 115%
     Average Loans                                     $14.5
     Net Write-Off Rate                                 6.6%
     Net Interest Yield                                 9.5%


                                                   Quarter Ended
                                                      March 31,
                                                        1998
                                                   --------------
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $22.0
     90 Days Past Due as a % of Total                   3.4%
     Loss Reserves (millions)                           $967
          % of Receivables                              4.4%
          % of 90 Days Past Due                         131%
     Net Loss Ratio                                    0.47%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                       $14.2
     Past Due Loans as a % of Total:
          30-89 Days                                    2.5%
          90+ Days                                      1.1%
     Loss Reserves (millions):
          Beginning Balance                             $589
               Provision                                 221
               Net Charge-Offs/Other                    (219)
                                                       -----
          Ending Balance                                $591
                                                       =====
          % of Loans                                    4.2%
          % of Past Due                                 117%
     Average Loans                                     $14.2
     Net Write-Off Rate                                 6.3%
     Net Interest Yield                                 9.6%


                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   -------------
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $23.5
     90 Days Past Due as a % of Total                   3.1%
     Loss Reserves (millions)                           $951
          % of Receivables                              4.0%
          % of 90 Days Past Due                         132%
     Net Loss Ratio                                    0.49%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                       $14.6
     Past Due Loans as a % of Total:
          30-89 Days                                    2.4%
          90+ Days                                      1.1%
     Loss Reserves (millions):
          Beginning Balance                             $556
               Provision                                 247
               Net Charge-Offs/Other                    (214)
                                                       -----
          Ending Balance                                $589
                                                       =====
          % of Loans                                    4.0%
          % of Past Due                                 116%
     Average Loans                                     $13.9
     Net Write-Off Rate                                 6.3%
     Net Interest Yield                                 9.4%


                                                   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%

</TABLE>
<TABLE>
<CAPTION>


(Preliminary)       American Express Financial Advisors
                    -----------------------------------
                           Statement of Income
                           -------------------
                               (Unaudited)
(Dollars in millions)
                                     Quarter Ended
                                     September 30,
                                    ---------------   Percentage
                                    1998       1997    Inc/(Dec)
                                    ----       ----   ----------
<S>                             <C>        <C>         <C>

Revenues:
  Investment Income               $  573     $  587      (2.4)%
  Management and Distribution Fees   476        391      21.8
  Other Revenues                     198        191       3.6
                                  ------     ------
    Total Revenues                 1,247      1,169       6.6
                                  ------     ------
Expenses:
  Provision for Losses and Benefits:
    Annuities                        280        307      (8.9)
    Insurance                        122        114       7.6
    Investment Certificates           43         48      (9.8)
                                  ------     ------
      Total                          445        469      (5.0)
  Human Resources                    360        313      14.8
  Other Operating Expenses           134        126       6.5
                                  ------     ------
    Total Expenses                   939        908       3.4
                                  ------     ------
Pretax Income                        308        261      17.7
Income Tax Provision                  97         77      25.3
                                  ------     ------
Net Income                        $  211     $  184      14.6
                                  ======     ======



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

(Dollars in millions, except where indicated)

                                        Quarter Ended
                                        September 30,
                                       --------------- Percentage
                                       1998       1997  Inc/(Dec)
                                       ----       ---- ----------

Revenues, Net of Provisions               $802     $701    14.4 %
Investments (billions)                   $30.8    $29.9     3.0
Client Contract Reserves (billions)      $30.2    $29.8     1.3
Shareholder's Equity (billions)           $4.1     $3.6    14.4
Return on Average Equity*                22.4%    21.6%       -

Life Insurance in Force (billions)       $79.2    $72.8     8.9
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions     $40.5    $41.0    (1.0)
     Assets owned, managed or
        administered for individuals:
          Owned Assets:
            Separate Account Assets       23.0     23.2    (0.8)
            Other Owned Assets            37.0     36.0     2.6
                                        ------   ------
              Total Owned Assets          60.0     59.2     1.3
          Managed Assets                  76.8     71.5     7.4
          Administered Assets             11.2      7.4    50.0
                                        ------   ------
               Total                    $188.5   $179.1     5.2
                                        ======   ======
Market Appreciation (Depreciation)
   During the Period:
     Owned Assets:
       Separate Account Assets         $(3,712)   $1,843      -
       Other Owned Assets                  $91      $195  (52.7)
     Managed Assets                   $(10,595)   $5,368      -

Sales of Selected Products:
     Mutual Funds                       $5,262    $4,496   17.0
     Annuities                            $648      $861  (24.7)
     Investment Certificates              $560      $295   89.4
     Life and Other Insurance Products    $102      $103   (1.2)

Number of Financial Advisors            10,060     8,592   17.1
Fees From Financial Plans (thousands)  $15,595   $15,538    0.4
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales  65.4 %    66.5 %      -
</TABLE>

# Denotes variance of more than 100%.
* Excluding the effect of SFAS #115.


<TABLE>
<CAPTION>

(Preliminary)         American Express Financial Advisors
                      -----------------------------------
                             Statement of Income
                             -------------------
                                (Unaudited)
(Dollars in millions)
                                                    Quarter Ended
                                                    September 30,
                                                         1998
                                                    -------------
<S>                                                 <C>

Revenues:
     Investment Income                                   $573
     Management and Distribution Fees                     476
     Other Revenues                                       198
                                                       ------
          Total Revenues                                1,247
                                                       ------
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       280
          Insurance                                       122
          Investment Certificates                          43
                                                       ------
               Total                                      445
     Human Resources                                      360
     Other Operating Expenses                             134
                                                       ------
          Total Expenses                                  939
                                                       ------
Pretax Income                                             308
Income Tax Provision                                       97
                                                       ------
Net Income                                               $211
                                                       ======


                                                  Quarter Ended
                                                       June 30,
                                                         1998
                                                   -------------
Revenues:
     Investment Income                                   $603
     Management and Distribution Fees                     482
     Other Revenues                                       197
                                                       ------
          Total Revenues                                1,282
                                                       ------
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       292
          Insurance                                       125
          Investment Certificates                          58
                                                       ------
               Total                                      475
     Human Resources                                      364
     Other Operating Expenses                             134
                                                       ------
          Total Expenses                                  973
                                                       ------
Pretax Income                                             309
Income Tax Provision                                       97
                                                       ------
Net Income                                               $212
                                                       ======


                                                   Quarter Ended
                                                      March 31,
                                                         1998
                                                   -------------
Revenues:
     Investment Income                                   $613
     Management and Distribution Fees                     418
     Other Revenues                                       190
                                                       ------
          Total Revenues                                1,221
                                                       ------
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       297
          Insurance                                       117
          Investment Certificates                          73
                                                       ------
               Total                                      487
     Human Resources                                      336
     Other Operating Expenses                             127
                                                       ------
          Total Expenses                                  950
                                                       ------
Pretax Income                                             271
Income Tax Provision                                       85
                                                       ------
Net Income                                               $186
                                                       ======


                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------
Revenues:
     Investment Income                                   $595
     Management and Distribution Fees                     404
     Other Revenues                                       203
                                                       ------
          Total Revenues                                1,202
                                                       ------
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       298
          Insurance                                       121
          Investment Certificates                          53
                                                       ------
               Total                                      472
     Human Resources                                      321
     Other Operating Expenses                             150
                                                       ------
          Total Expenses                                  943
                                                       ------
Pretax Income                                             259
Income Tax Provision                                       76
                                                       ------
Net Income                                               $183
                                                       ======


                                                   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
                                                       ======



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

(Dollars in millions, except where indicated)

                                                    Quarter Ended
                                                    September 30,
                                                         1998
                                                    -------------

Revenues, Net of Provisions                              $802
Investments (billions)                                  $30.8
Client Contract Reserves (billions)                     $30.2
Shareholder's Equity (billions)                          $4.1
Return on Average Equity*                               22.4%

Life Insurance in Force (billions)                      $79.2
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                    $40.5
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   23.0
               Other Owned Assets                        37.0
                                                       ------
                    Total Owned Assets                   60.0
          Managed Assets                                 76.8
          Administered Assets                            11.2
                                                       ------
               Total                                   $188.5
                                                       ======
Market Appreciation (Depreciation) 
   During the Period:
     Owned Assets:
          Separate Account Assets                     $(3,712)
          Other Owned Assets                              $91
     Managed Assets                                  $(10,595)

Sales of Selected Products:
     Mutual Funds                                      $5,262
     Annuities                                           $648
     Investment Certificates                             $560
     Life and Other Insurance Products                   $102

Number of Financial Advisors                           10,060
Fees From Financial Plans (thousands)                 $15,595
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales               65.4%


                                                   Quarter Ended
                                                       June 30,
                                                         1998
                                                   -------------

Revenues, Net of Provisions                              $807
Investments (billions)                                  $31.0
Client Contract Reserves (billions)                     $30.2
Shareholder's Equity (billions)                          $4.0
Return on Average Equity*                               22.3%

Life Insurance in Force (billions)                      $77.8
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                    $44.0
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   26.6
               Other Owned Assets                        37.2
                                                       ------
                    Total Owned Assets                   63.8
          Managed Assets                                 83.0
          Administered Assets                            11.2
                                                       ------
               Total                                   $202.0
                                                       ======
Market Appreciation (Depreciation) 
   During the Period:
     Owned Assets:
          Separate Account Assets                        $361
          Other Owned Assets                              $24
     Managed Assets                                    $1,045

Sales of Selected Products:
     Mutual Funds                                      $5,474
     Annuities                                           $702
     Investment Certificates                             $383
     Life and Other Insurance Products                   $104

Number of Financial Advisors                            9,869
Fees From Financial Plans (thousands)                 $20,891
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales               64.7%


                                                   Quarter Ended
                                                      March 31,
                                                         1998
                                                   -------------

Revenues, Net of Provisions                              $734
Investments (billions)                                  $31.1
Client Contract Reserves (billions)                     $30.3
Shareholder's Equity (billions)                          $3.8
Return on Average Equity*                               22.1%

Life Insurance in Force (billions)                      $76.1
Assets Owned, Managed or 
   Administered (billions):
     Assets managed for institutions                    $42.3
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   26.0
               Other Owned Assets                        37.0
                                                       ------
                    Total Owned Assets                   63.0
          Managed Assets                                 80.2
          Administered Assets                             9.9
                                                       ------
               Total                                   $195.4
                                                       ======
Market Appreciation (Depreciation) 
   During the Period:
     Owned Assets:
          Separate Account Assets                      $2,610
          Other Owned Assets                              $18
     Managed Assets                                    $8,844

Sales of Selected Products:
     Mutual Funds                                      $5,095
     Annuities                                           $651
     Investment Certificates                             $458
     Life and Other Insurance Products                    $83

Number of Financial Advisors                            9,838**
Fees From Financial Plans (thousands)                 $17,521
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales               65.1%
 

                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------

Revenues, Net of Provisions                              $731
Investments (billions)                                  $30.7
Client Contract Reserves (billions)                     $30.2
Shareholder's Equity (billions)                          $3.7
Return on Average Equity*                               21.8%

Life Insurance in Force (billions)                      $74.5
Assets Owned, Managed or 
   Administered (billions):
     Assets managed for institutions                    $40.8
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   23.2
               Other Owned Assets                        36.6
                                                       ------
                    Total Owned Assets                   59.8
          Managed Assets                                 72.8
          Administered Assets                             8.4
                                                       ------
               Total                                   $181.8
                                                       ======
Market Appreciation (Depreciation) 
   During the Period:
     Owned Assets:
          Separate Account Assets                       $(389)
          Other Owned Assets                              $46
     Managed Assets                                     $(415)

Sales of Selected Products:
     Mutual Funds                                      $4,563
     Annuities                                           $795
     Investment Certificates                             $423
     Life and Other Insurance Products                   $115

Number of Financial Advisors                            8,776
Fees From Financial Plans (thousands)                 $16,708
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales               65.3%


                                                   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, Managed or 
   Administered (billions):
     Assets managed for institutions                    $41.0
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   23.2
               Other Owned Assets                        36.0
                                                       ------
                    Total Owned Assets                   59.2
          Managed Assets                                 71.5
          Administered Assets                             7.4
                                                       ------
               Total                                   $179.1
                                                       ======
Market Appreciation (Depreciation) 
   During the Period:
     Owned Assets:
          Separate Account Assets                      $1,843
          Other Owned Assets                             $195
     Managed Assets                                    $5,368

Sales of Selected Products:
     Mutual Funds                                      $4,496
     Annuities                                           $861
     Investment Certificates                             $295
     Life and Other Insurance Products                   $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%
</TABLE>

*  Excluding the effect of SFAS #115.
** Includes 1,105 advisors from the acquisition of Securities
   America in the first quarter of 1998.


<TABLE>
<CAPTION>

(Preliminary)      American Express Bank/Travelers Cheque
                   --------------------------------------
                             Statement of Income
                             -------------------
                                 (Unaudited)
(Dollars in millions)
                                       Quarter Ended
                                       September 30,
                                       -------------  Percentage
                                       1998     1997   Inc/(Dec)
                                       ----     ----  ----------
<S>                                  <C>      <C>      <C>

Net Revenues:
     Interest Income                   $ 217    $ 230    (6.0) %
     Interest Expense                    143      148    (3.2)
                                       -----    -----
          Net Interest Income             74       82   (11.0)
     TC Investment Income                 88       87     0.9
     Foreign Exchange Income              30       23    29.7
     Commissions, Fees and 
       Other Revenue                      63       98   (34.3)
                                       -----    -----
          Total Net Revenues             255      290   (12.0)
                                       -----    -----

Expenses:
     Human Resources                      83       76     8.2
     Other Operating Expenses            140      139     1.4
     Provision for Losses                 12       16   (26.5)
                                       -----    -----
          Total Expenses                 235      231     1.8
                                       -----    -----
Pretax Income                             20       59   (66.1)
Income Tax Benefit                       (23)      (8)      #
                                       -----    -----
Net Income                             $  43    $  67   (35.5)
                                       =====    =====

 #  Denotes variance of more than 100%.



(Preliminary)        American Express Bank/Travelers Cheque
                     --------------------------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)

(Dollars in billions, except where indicated)

                                       Quarter Ended
                                        September 30,
                                       --------------  Percentage
                                         1998   1997    Inc/(Dec)
                                         ----   ----   ----------

Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)   $1,210  $1,203     0.6 %
Return on Average Common Equity *        8.1 %  27.5 %       -
Return on Average Assets *              0.39 %  1.35 %       -
American Express Bank:
  Total Loans                             $6.1    $6.5    (6.3)
  Total Nonperforming Loans (millions)    $239     $60       #
  Other Nonperforming Assets (millions)    $92      $5       #
  Reserve for Credit Losses (millions)**  $348    $129       #
  Loan Loss Reserves as a % of 
    Total Loans                           4.6%    1.9%       -
  Deposits                                $8.7    $9.0    (3.5)
  Assets Managed/Administered ***         $5.7    $5.1    12.1
  Assets of Non-Consolidated Joint
     Ventures                             $2.4    $1.6    50.6
  Risk-Based Capital Ratios:
     Tier 1                               9.4%    8.6%       -
     Total                               12.2%   11.6%       -
     Leverage Ratio                       5.6%    5.4%       -
Travelers Cheque:
  Sales                                   $7.8    $8.1    (3.0)
  Average Outstanding                     $6.4    $6.4     0.3
  Average Investments                     $6.1    $6.0     2.0
  Tax equivalent yield                    8.8%    9.0%       -

</TABLE>
 # Denotes variance of more than 100%.

 * Excludes the effect of SFAS No. 115 for all periods presented.

** Allocation:
     Loans                               $ 279   $ 127
     Other Assets, primarily derivatives    66       2
     Other Liabilities                       3       -
                                         -----   -----
     Total Credit Loss Reserves          $ 348   $ 129
                                         =====   =====

***Includes assets managed by American Express Financial Advisors.


<TABLE>
<CAPTION>

(Preliminary)         American Express Bank/Travelers Cheque
                      --------------------------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)
(Dollars in millions)
                                                   Quarter Ended
                                                   September 30,
                                                         1998
                                                   -------------
<S>                                                  <C>

Net Revenues:
     Interest Income                                     $217
     Interest Expense                                     143
                                                        -----
          Net Interest Income                              74
     TC Investment Income                                  88
     Foreign Exchange Income                               30
     Commissions, Fees and Other Revenue                   63
                                                        -----
          Total Net Revenues                              255
                                                        -----

Expenses:
     Human Resources                                       83
     Other Operating Expenses                             140
     Provision for Losses                                  12
                                                        -----
          Total Expenses                                  235
                                                        -----
Pretax Income/(Loss)                                       20
Income Tax Benefit                                        (23)
                                                        -----
Net Income/(Loss)                                         $43
                                                        =====


                                                   Quarter Ended
                                                       June 30,
                                                         1998
                                                   -------------
Net Revenues:
     Interest Income                                     $218
     Interest Expense                                     147
                                                        -----
          Net Interest Income                              71
     TC Investment Income                                  80
     Foreign Exchange Income                               35
     Commissions, Fees and Other Revenue                   65
                                                        -----
          Total Net Revenues                              251
                                                        -----
Expenses:
     Human Resources                                       79
     Other Operating Expenses                             136
     Provision for Losses                                  13
                                                        -----
          Total Expenses                                  228
                                                        -----
Pretax Income/(Loss)                                       23
Income Tax Benefit                                        (24)
                                                        -----
Net Income/(Loss)                                         $47
                                                        =====


                                                   Quarter Ended
                                                      March 31,
                                                         1998
                                                   -------------
Net Revenues:
     Interest Income                                     $210
     Interest Expense                                     139
                                                        -----
          Net Interest Income                              71
     TC Investment Income                                  80
     Foreign Exchange Income                               48
     Commissions, Fees and Other Revenue                   58
                                                        -----
          Total Net Revenues                              257
                                                        -----

Expenses:
     Human Resources                                       74
     Other Operating Expenses                             124
     Provision for Losses                                 233
                                                        -----
          Total Expenses                                  431
                                                        -----
Pretax Income/(Loss)                                     (174)
Income Tax Benefit                                        (91)
                                                        -----
Net Income/(Loss)                                        $(83)
                                                        =====


                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------
Net Revenues:
     Interest Income                                     $223
     Interest Expense                                     148
                                                        -----
          Net Interest Income                              75
     TC Investment Income                                  80
     Foreign Exchange Income                               38
     Commissions, Fees and Other Revenue                   90
                                                        -----
          Total Net Revenues                              283
                                                        -----

Expenses:
     Human Resources                                       82
     Other Operating Expenses                             123
     Provision for Losses                                  19
                                                        -----
          Total Expenses                                  224
                                                        -----
Pretax Income/(Loss)                                       59
Income Tax Benefit                                         (7)
                                                        -----
Net Income/(Loss)                                         $66
                                                        =====


                                                   Quarter Ended
                                                   September 30,
                                                         1997
                                                   -------------
Net Revenues:
     Interest Income                                     $230
     Interest Expense                                     148
                                                        -----
          Net Interest Income                              82
     TC Investment Income                                  87
     Foreign Exchange Income                               23
     Commissions, Fees and Other Revenue                   98
                                                        -----
          Total Net Revenues                              290
                                                        -----

Expenses:
     Human Resources                                       76
     Other Operating Expenses                             139
     Provision for Losses                                  16
                                                        -----
          Total Expenses                                  231
                                                        -----
Pretax Income/(Loss)                                       59
Income Tax Benefit                                         (8)
                                                        -----
Net Income/(Loss)                                         $67
                                                        =====



(Preliminary)       American Express Bank/Travelers Cheque
                    --------------------------------------
                       Selected Statistical Information
                       --------------------------------
                                 (Unaudited)

(Dollars in billions, except where indicated)

                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                  $1,210
Return on Average Common Equity *                        8.1%
Return on Average Assets *                              0.39%
American Express Bank:
     Total Loans                                         $6.1
     Total Nonperforming Loans (millions)                $239
     Other Nonperforming Assets (millions)                $92
     Reserve for Credit Losses (millions)**              $348
     Loan Loss Reserves as a % of Total Loans            4.6%
     Deposits                                            $8.7
     Assets Managed/Administered ***                     $5.7
     Assets of Non-Consolidated Joint Ventures           $2.4
     Risk-Based Capital Ratios:****
          Tier 1                                         9.4%
          Total                                         12.2%
          Leverage Ratio                                 5.6%
Travelers Cheque:
     Sales                                               $7.8
     Average Outstanding                                 $6.4
     Average Investments                                 $6.1
     Tax equivalent yield                                8.8%


                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   --------------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                  $1,135
Return on Average Common Equity *                       10.4%
Return on Average Assets *                              0.50%
American Express Bank:
     Total Loans                                         $6.1
     Total Nonperforming Loans (millions)                $205
     Other Nonperforming Assets (millions)                $73
     Reserve for Credit Losses (millions)**              $350
     Loan Loss Reserves as a % of Total Loans            4.3%
     Deposits                                            $8.1
     Assets Managed/Administered ***                     $5.6
     Assets of Non-Consolidated Joint Ventures           $2.7
     Risk-Based Capital Ratios:****
          Tier 1                                         9.2%
          Total                                         12.2%
          Leverage Ratio                                 5.6%
Travelers Cheque:
     Sales                                               $6.4
     Average Outstanding                                 $6.0
     Average Investments                                 $5.7
     Tax equivalent yield                                9.0%


                                                   Quarter Ended
                                                      March 31,
                                                         1998
                                                   -------------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                   $1,119
Return on Average Common Equity *                        12.5%
Return on Average Assets *                               0.61%
American Express Bank:
     Total Loans                                          $6.0
     Total Nonperforming Loans (millions)                 $149
     Other Nonperforming Assets (millions)                $102
     Reserve for Credit Losses (millions)**               $359
     Loan Loss Reserves as a % of Total Loans             4.9%
     Deposits                                             $8.3
     Assets Managed/Administered ***                      $5.1
     Assets of Non-Consolidated Joint Ventures            $2.6
     Risk-Based Capital Ratios:****
          Tier 1                                          9.0%
          Total                                          12.2%
          Leverage Ratio                                  5.1%
Travelers Cheque:
     Sales                                                $4.8
     Average Outstanding                                  $5.7
     Average Investments                                  $5.4
     Tax equivalent yield                                 9.2%


                                                   Quarter Ended
                                                    December 31,
                                                         1997
                                                   -------------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                   $1,248
Return on Average Common Equity *                        28.7%
Return on Average Assets *                               1.40%
American Express Bank:
     Total Loans                                          $6.2
     Total Nonperforming Loans (millions)                  $47
     Other Nonperforming Assets (millions)                 $11
     Reserve for Credit Losses (millions)**               $137
     Loan Loss Reserves as a % of Total Loans             2.1%
     Deposits                                             $8.5
     Assets Managed/Administered ***                      $5.0
     Assets of Non-Consolidated Joint Ventures            $2.4
     Risk-Based Capital Ratios:****
          Tier 1                                          8.8%
          Total                                          12.3%
          Leverage Ratio                                  5.3%
Travelers Cheque:
     Sales                                                $5.2
     Average Outstanding                                  $5.7
     Average Investments                                  $5.4
     Tax equivalent yield                                 9.2%


                                                   Quarter Ended
                                                   September 30,
                                                         1997
                                                   -------------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                   $1,203
Return on Average Common Equity *                        27.5%
Return on Average Assets *                               1.35%
American Express Bank:
     Total Loans                                          $6.5
     Total Nonperforming Loans (millions)                  $60
     Other Nonperforming Assets (millions)                  $5
     Reserve for Credit Losses (millions)**               $129
     Loan Loss Reserves as a % of Total Loans             1.9%
     Deposits                                             $9.0
     Assets Managed/Administered ***                      $5.1
     Assets of Non-Consolidated Joint Ventures            $1.6
     Risk-Based Capital Ratios:****
          Tier 1                                          8.6%
          Total                                          11.6%
          Leverage Ratio                                  5.4%
Travelers Cheque:
     Sales                                                $8.1
     Average Outstanding                                  $6.4
     Average Investments                                  $6.0
     Tax equivalent yield                                 9.0%
</TABLE>


 *  Excludes the effect of SFAS No.115 for all periods
    presented.
**  Allocation:

<TABLE>
<CAPTION>
                                Quarter Ended
        ---------------------------------------------------------
        September 30, June 30, March 31, December 31, September 30,
             1998       1998      1998       1997         1997
             ----       ----      ----       ----         ----
<S>        <C>        <C>       <C>        <C>        <C>

Loans        $279       $265      $294       $131         $127
Other Assets,
 primarily
 derivatives   66         84        59          6            2
Other
 Liabilities    3          1         6          -            -
             ----       ----      ----       ----         ----
Total
 Credit Loss
 Reserves    $348       $350      $359       $137         $129
             ====       ====      ====       ====         ====
</TABLE>

*** Includes assets managed by American Express Financial
    Advisors.

****March 31, 1998 amounts are proforma reflecting regulatory
    capital actions taken in April 1998.


<TABLE>
<CAPTION>

                           American Express Bank
                           ---------------------
                       Exposures By Country and Region
                       -------------------------------
                                 (Unaudited)

($ in billions)

                               Net
                            Guarantees         9/30/98   6/30/98
                 FX and        and              Total     Total
Country  Loans Derivatives Contingents Other* Exposure** Exposure
- -------  ----- ----------- ----------- ------ ---------- --------
<S>       <C>    <C>        <C>        <C>       <C>      <C>
                                                                    
Hong Kong  $1.0    $  -        $0.1      $0.1      $1.2      $1.2
Indonesia   0.3     0.1         0.1       0.1       0.5       0.6
Singapore   0.4       -         0.1         -       0.6       0.5
Korea       0.2       -         0.1       0.2       0.4       0.4
Taiwan      0.3     0.1         0.1       0.1       0.6       0.5
China       0.1       -           -         -       0.1       0.1
Japan         -       -           -         -       0.1       0.1
Thailand      -       -           -         -         -       0.1
Other       0.1       -           -       0.1       0.2       0.2
           ----    ----        ----      ----     -----     -----
Total 
 Asia/
 Pacific
 Region**   2.4     0.2         0.5       0.6       3.7       3.7
           ----    ----        ----      ----     -----     -----
Chile       0.4       -           -       0.1       0.5       0.5
Brazil      0.3       -           -       0.1       0.4       0.5
Mexico      0.1       -           -         -       0.1       0.1
Peru        0.1       -           -         -       0.1       0.1
Argentina   0.1       -           -         -       0.1       0.1
Other       0.2       -           -       0.1       0.3       0.2
           ----    ----        ----      ----     -----     -----
Total 
 Latin
 America**  1.2       -           -       0.4       1.6       1.5
           ----    ----        ----      ----     -----     -----
India       0.3       -         0.1       0.4       0.8       0.8
Pakistan    0.1       -           -       0.1       0.2       0.4
Other       0.1       -         0.1       0.1       0.3       0.3
           ----    ----        ----      ----     -----     -----
Total Sub
Continent** 0.5       -         0.2       0.6       1.3       1.5
           ----    ----        ----      ----     -----     -----
Egypt       0.5       -           -       0.3       0.8       0.8
Other       0.1       -         0.2         -       0.3       0.3
           ----    ----        ----      ----     -----     -----
Total 
 Middle
 East &
 Africa**   0.6       -         0.2       0.3       1.1       1.1
           ----    ----        ----      ----     -----     -----
Total
 Europe     1.1     0.1         1.2       2.1       4.5***    3.9

Total North
 America      -     0.1         0.1       1.4       1.6       1.5
           ----    ----        ----      ----     -----     -----
Total 
 World-
 wide**    $6.1    $0.4        $2.0      $5.3     $13.8     $13.3
           ====    ====        ====      ====     =====     =====
</TABLE>

 *  Includes cash, placements and securities.
 ** Individual items may not add to totals due to rounding.
 ***Includes $35 million of exposures to Russia.


<PAGE>

                                                                  Exhibit 99.2

                      [Logo of American Express Company]

                                      1998
                                 Third Quarter
                              Earnings Supplement








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 1998 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 29-31 of the  Company's  1997 10-K Annual Report filed with the
Securities and Exchange Commission.

<PAGE>

                                                
                                    THIRD QUARTER 1998
                                         HIGHLIGHTS

o    EPS  growth  of  13.6%  and ROE of 24%  were in line  with  our  financial
     targets.  However, the revenue increase of 6.4% fell short of our objective
     of at least 8% growth.

o    Solid performance was recorded in a number of key areas. Compared with the
     third  quarter of 1997:  
     - Total and basic cards in force increased 4% and 5%, respectively;  
     - Worldwide billed business rose 8% despite the slowdown in many 
       international markets and general tightening by corporations of T&E 
       expenditures;
     - Worldwide lending balances of $16.8B were up 15%; and
     - AEFA assets owned,  managed and  administered  of $189B were 5% higher
       in spite of the stock market  depreciation which negatively affected 
       portfolio valuations.

o    A number of new products and services were offered and agreements reached.
     - Several proprietary card products were announced or introduced:
         --   Cash back and Platinum cash back cards in the U.S.,  giving  
              consumers the opportunity to earn up to 2% back on purchases;
         --   Platinum cards in Malaysia and Argentina;
         --   A co-branded consumer card with Air France;
         --   A joint co-branded corporate card with Air France, Accor and 
              Credit Lyonnais; and 
         --   A tri-branded charge card with Thai Airways and Dusit Group in 
              Thailand.

     -   The Global Network Services Group continued to build momentum:
         -- We implemented  network  arrangements with Filanbanco in Ecuador and
            Banco Popular de Puerto Rico; 
         -- An independent  operator agreement was signed with Den norske Bank 
            ASA, the largest financial services group and credit card issuer 
            in Norway;
         -- Banque  Nationale de Paris agreed to offer an American  Express Gold
            Card in Hong Kong; and 
         -- We successfully transferred our proprietary business in Switzerland 
            to the new joint venture with Credit Suisse.

     -   American  Express  Interactive,  our on-line  corporate travel product,
         continued to grow travel clients  rapidly as the number  surpassed 150,
         up 50% over June 1998.

     -   Tax and Business Services acquired Goldstein Golub Kessler & Co. in 
         New York and Wolpoff & Co. LLP in Baltimore.

     -   AEFA's roll-out of its new PC-based financial planning system 
         progressed; 50% of advisors are now equipped.

     -   We unveiled our new euro-denominated travelers cheques.

     -   AEB's Personal Financial Services unit launched mutual funds in Germany
         and  France,  retail  financial  services  in India and home equity and
         student loans in Taiwan.

     -   American  Express,  along  with  Banksys,  ERG and Visa  International,
         became a shareholder in Proton World International, a leading developer
         and licenser of smart card applications.

o   An  additional  40MM common share  repurchase  program was approved by the
    Board of Directors.

o   Recently issued data from The Nilson Report indicate that in the first half
    of 1998 AXP continued to gain share of U.S. credit and charge card spending.

o  Further  progress was made in broadening  relationships  with existing AXP
    customers:  

     - Spending per cardmember increased;  

     - Over 30% of new AEFA clients to-date in 1998 are from the cardmember  
       base; and  

     -  AEFA manufactured certificates sold by AEB to its international client 
        base grew substantially.

                                           1
<PAGE>
<TABLE>
<CAPTION>

                                                 AMERICAN EXPRESS COMPANY
                                               THIRD QUARTER 1998 OVERVIEW
                                                       CONSOLIDATED

(millions, except per share amounts)                  Quarter Ended            Percentage
                                                      September 30,             Inc/(Dec)
                                                 -------------------------    -------------
<S>                                             <C>           <C>              <C>

                                                     1998          1997
                                                     ----          ----

Consolidated revenues                              $4,787         $4,500          6.4%
- ---------------------                              ======         ======

Net income:                                          $574           $524          9.5%
- -----------                                         =====          =====

EPS:     Basic                                      $1.27          $1.13         12.4%
- ---                                                 =====          =====
         Diluted                                    $1.25          $1.10         13.6%
                                                    =====          =====
</TABLE>


o    CONSOLIDATED  REVENUES:  Grew 6.4% as the benefits of strong card spending,
     greater loan balances and higher managed assets more than compensated for a
     decline in card fees and last year's non-recurring  recoveries on abandoned
     Travelers Cheque ("TC") property.

o    CONSOLIDATED  EXPENSES:  Increased  5.4% due to higher  human  resource and
     operating  expenses and greater  marketing and promotion costs,  which more
     than offset lower provisions for card credit losses.

o    SHARE REPURCHASES:  94.5MM shares have been acquired since the inception of
     repurchase programs in September, 1994.

 <TABLE>
<CAPTION>
                                                          Millions of Shares
                                          -------------------------------------------------
<S>                                               <C>              <C>         <C>

     -   Average shares:                            3Q `98           2Q `98      3Q `97
         ---------------                            ------           ------      ------
         Basic                                       451.6            456.3      463.0
                                                     =====            =====      =====
         Diluted                                     459.6            465.3      477.9
                                                     =====            =====      =====
     -   Actual shares:
         --------------

         Shares outstanding - beginning of period    456.8            461.9      468.9
         Repurchase of common shares                  (5.0)            (6.4)      (3.8)
         Employee benefit plans, compensation
           and other                                   0.5              1.3        0.7
                                                     -----            -----      -----

         Shares outstanding - end of period          452.3            456.8      465.8
                                                     =====            =====      =====
</TABLE>


o    SEGMENT REPORTING REVISION:

     In the  third  quarter  of 1997,  the TC unit,  which had been part of TRS,
     began  reporting  to the Chief  Executive  Officer of AEB.  This change was
     designed to align better our TC business  with AEB's  strengths in overseas
     markets  and to  improve  our  ability  to realize  synergies  from  closer
     cooperation between TC and AEB.

     In accordance with Statement of Financial Accounting Standards No. 131, TC,
     which  historically  has been included in TRS, is reported in a new segment
     with AEB as of 1Q `98.  All prior year  information  has been  restated  to
     conform with this classification.



                                 THIRD QUARTER 1998 OVERVIEW
                                     CORPORATE AND OTHER





o  The 3Q `98 net operating expense was $42MM compared with $37MM in 3Q `97.

                                         2

<PAGE>
<TABLE>
<CAPTION>

                                                AMERICAN EXPRESS COMPANY
                                               THIRD QUARTER 1998 OVERVIEW
                                                 TRAVEL RELATED SERVICES

(preliminary)                                      Statement of Income
                                             (unaudited, managed asset basis)

                                                           Quarter Ended            Percentage
(millions)                                                 September 30,            Inc/(Dec)
                                                  -----------------------------   --------------
                                                      1998             1997
                                                      ----             ----
<S>                                               <C>             <C>            <C>
Net revenues:
     Discount revenue                               $1,522           $1,422           7%
     Net card fees                                     395              403          (2)
     Travel commissions and fees                       441              370          19
     Other revenues                                    562              514           9
     Lending:
          Finance charge revenue                       636              548          16
          Interest expense                             209              177          18
                                                      ----             ----        
               Net finance charge revenue              427              371          15
                                                      ----             ----    
          Total net revenues                         3,347            3,080           9
                                                     -----            -----
Expenses:
     Marketing and promotion                           310              253          23
     Provision for losses and claims:
          Charge card                                  224              284         (22)
          Lending                                      263              243           8
          Other                                         17               14          32
                                                      ----            -----        
              Total                                    504              541          (7)
                                                      ----             ----    
     Charge card interest expense                      262              242           8
     Human resources                                   924              776          19
     Other operating expenses                          793              799          (1)
                                                      ----             ----        
          Total expenses                             2,793            2,611           7
                                                     -----            -----
Pretax income                                          554              469          18
Income tax provision                                   192              159          20
                                                      ----             ----        
Net income                                            $362             $310          17
                                                      ====             ====
</TABLE>



o    Revenues  benefited  from  higher  worldwide  billed  business,  growth in
     cardmember  loans  outstanding,   the  inclusion  of  travel   acquisitions
     announced  earlier this year, and the transfer of Tax and Business Services
     from AEFA effective 1/98.


o    Included in Other Operating Expenses is a gain related to the formation of
     an  international  joint  venture which was offset by expenses for business
     building initiatives.



o    The pre-tax margin  improved  versus last year as revenue growth more than
     offset  greater  expenses.  The higher  expenses  reflect  increased  human
     resource,  marketing  and  promotion,  and  interest  expenses,  which were
     partially  mitigated  by lower  provisions  for credit  losses and the gain
     related to the formation of an international joint venture.


o    The  effective  tax rate was 35% in 3Q `98 compared with 34% in 3Q `97 and
     2Q `98.


o    In 3Q `97, under Statement of Financial Accounting Standards No. 125 (SFAS
     125), which prescribes the accounting for securitizations, TRS recognized a
     pre-tax gain of $37MM ($24MM  after-tax)  related to the  securitization of
     U.S.  receivables.  This  gain was  invested  in  Marketing  and  Promotion
     activities 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.

                                            3
<PAGE>


                                               AMERICAN EXPRESS COMPANY
                                               THIRD QUARTER 1998 OVERVIEW
                                             TRAVEL RELATED SERVICES (Cont'd)

o  DISCOUNT REVENUE:  Higher billed business and a stable discount rate 
   resulted in a 7% increase in discount revenue.
   -  The average discount rate of 2.72% in 3Q `98 was flat with 3Q `97 and 
      2Q `98.
      --  Merchant  pressure  on  discount  rates is always  present,  but we
          believe the AXP value  proposition is strong.  However,  changes in
          the mix of business  (e.g.,  growing  acceptance  at  supermarkets,
          discounters  and colleges),  the continued shift to electronic data
          capture, volume related pricing discounts,  and selective repricing
          initiatives will probably result in some rate erosion over time.*

<TABLE>
<CAPTION>
                                                                     Quarter Ended             Percentage
                                                                    September 30,               Inc/(Dec)
                                                          --------------------------------    ------------
<S>                                                        <C>                  <C>           <C>

                                                                1998               1997
                                                                ----               ----
      Card billed business (billions):
           United States                                       $41.5              $38.0           9%
           Outside the United States                            15.2               14.7           4
                                                                ----               ----
           Total                                               $56.7              $52.7           8
                                                               =====              =====

      Cards in force (millions):
           United States                                        29.5               29.6           -%
           Outside the United States                            14.6               12.8          14
                                                                ----               ----
           Total                                                44.1               42.4           4
                                                                ====               ====

      Basic cards in force (millions):
           United States                                        23.3               23.2           1%
           Outside the United States                            11.3                9.8          14
                                                                ----                ---
           Total                                                34.6               33.0           5
                                                                ====               ====

      Spending per basic card in force (dollars) (a):
           United States                                      $1,780             $1,642           8%
           Outside the United States                          $1,519             $1,551          (2)
           Total                                              $1,704             $1,616           5

           (a) Proprietary card activity only.
</TABLE>

   -  BILLED  BUSINESS:  Higher spending per basic  cardmember  worldwide (due
      in part to increased  merchant  coverage and the benefits of rewards 
      programs) and greater cards in force resulted  in an 8% increase in 
      billed business.
      --  U.S.  spending per basic card in force  increased 8% reflecting  
          continued  strong growth in the consumer and small business areas. 
          Corporate spending rose somewhat less rapidly than recent quarters, 
          as international travel slowed.
      --  Excluding foreign exchange translation:
          -   Total billed business  outside the U.S. grew  approximately  9%
              versus the reported 4%, reflecting solid double digit increases
              in Europe and Canada and slower,  but still high single  digit,
              improvement in Latin America.
          -   Billed  business in the  Asia/Pacific  region,  which  represents
              less than 10% of the worldwide  total, continued to show a slight
              growth rate.
          -   Spending  per  proprietary  basic card in force  outside  the U.S.
              increased  3% versus the  reported 2% decrease.
     --  Network  partnership volumes continued their strong growth trend. 
     --  The retail  category  continues  to be a strong  component of worldwide
         business.  
     --  The average  airline charge grew slightly and transaction
         volume increases slowed versus prior quarters.

      -  Total and basic cards in force expansion  outside the U.S. was  
         particularly  strong at 14%, as proprietary  card increases  continued 
         and a substantial  number of new network cards were added over the past
         year.  The lack of growth in the U.S. reflects:
         --   The  cancellation  by AXP  during  1997 and 1998 of  certain  
              poorly  performing  credit  card  accounts  in   conjunction with 
              the institution of an ongoing, focused account profitability 
              review program; and 
         --   Reduced U.S. consumer card acquisition activities due to our shift
              in strategy toward deeper penetration of existing relationships.

                                             4
<PAGE>

                              AMERICAN EXPRESS COMPANY
                            THIRD QUARTER 1998 OVERVIEW
                          TRAVEL RELATED SERVICES (Cont'd)



o     NET CARD  FEES:  Declined  in line  with  consumer  charge  cards  and our
      strategy of building relationships through the issuance of low- and no-fee
      credit  cards.  The average fee per card in force was $37 in 3Q `98 versus
      $38 in 3Q `97.


o     TRAVEL  COMMISSIONS AND FEES: Travel revenues were up 19% on 23% growth in
      travel sales, primarily driven by the Havas Voyages and Travel Impressions
      acquisitions. The declining revenue earned per dollar of sales (8.6% in 3Q
      `98 versus  8.8% in 3Q `97)  reflects  continued  efforts by  airlines  to
      reduce  distribution  costs and by corporate clients to contain travel and
      entertainment expenses.


o     OTHER  REVENUES:  Increased  9%  reflecting  higher fees,  lower  interest
      revenues,  and  the  transfer  of Tax  and  Business  Services  from  AEFA
      effective 1/98. The revenue benefit of this transfer was partially  offset
      by the sale of Epsilon late last year.


o     NET FINANCE CHARGE REVENUE:  Rose 15% on 15% growth in worldwide lending 
      balances and flat net interest yields.
      
      -  The increased  yield on the U.S.  portfolio  (9.6% in 3Q `98 versus 
         9.4% in 3Q '97 and 9.5% in 2Q `98) was due to changes in the  product 
         mix and a lower  proportion  of the  portfolio  on  introductory-rates.
         The yield on the non-U.S. portfolio declined slightly.


o     MARKETING  AND  PROMOTION  EXPENSES:   Marketing  and  Promotion  expenses
      increased 23% due to more advertising, higher merchant-related cooperative
      advertising  costs,  and greater Small Business  Services card and balance
      acquisition efforts.


o     CHARGE CARD INTEREST  EXPENSE:  Grew 8% as higher billed business  volumes
      versus last year were partially  offset by a somewhat lower worldwide cost
      of funds.


o     HUMAN RESOURCE EXPENSES:  Increased versus last year as a result of higher
      average employee levels,  merit increases and greater contract  programmer
      costs for technology related projects.

      -  The  employee  count at 9/98 of 67,700  was up  approximately  8,500  
         versus  last year  primarily  due to Travel acquisitions and the 
         inclusion of Tax and Business Services.


o     OTHER OPERATING EXPENSES: Higher costs for loyalty programs were mitigated
      by the benefits of ongoing cost  containment  efforts.  Also included is a
      gain related to the formation of an international  joint venture which was
      offset by expenses for business building initiatives.

                                    5
<PAGE>
                                                 AMERICAN EXPRESS COMPANY
                                               THIRD QUARTER 1998 OVERVIEW
                                             TRAVEL RELATED SERVICES (Cont'd)

o  CREDIT QUALITY:

   -  Both charge card and lending credit quality improved in the quarter.

   -  The  provision  for losses for charge card  products was 22% below last
      year  as  a  substantially   lower   provision  rate,   reflecting  the
      continuation of historically  low credit  indicator  levels,  more than
      offset higher volumes.

   -  The lending  provision for losses rose 8% versus 3Q `97 as growth in  
      outstanding  loans was partially  mitigated by improving past due 
      balance trends.

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

   -  WORLDWIDE CHARGE CARD:

      --  Write-off rates remained near historical low levels and past due 
          rates improved versus 3Q `97 and 2Q `98.
<TABLE>
<CAPTION>

                                                                                     9/98             6/98             9/97
                                                                                  --------          -------          -------
<S>                                                                               <C>             <C>              <C>
         Loss ratio, net of recoveries                                              0.48%            0.46%           0.52%
          90 days past due as a % of receivables                                     2.7%             3.1%            3.2%

      --  Reserve coverage of past due accounts strengthened:

                                                                                     9/98             6/98            9/97
                                                                                  --------          -------         -------
          Reserves (MM)                                                             $961           $1,015            $970
          % of receivables                                                           4.1%             4.3%            4.3%
          % of past due accounts                                                     151%             142%            133%

   -  U.S. LENDING:

      -- The write-off and past due rates improved versus both 3Q `97 and 2Q`98.

                                                                                     9/98              6/98            9/97
                                                                                  --------           -------         -------
               U.S. write-off rate, net of recoveries                                6.4%              6.6%            6.5%
               30 days past due as a % of loans                                      3.2%              3.4%            3.6%

       --  U.S. cardmember lending reserves were flat with 6/98, but coverage 
           of past due accounts increased.

                                                                                     9/98              6/98            9/97
                                                                                  --------           -------         -------
             Reserves (MM)                                                          $579              $577            $556
             % of total loans                                                        3.8%              3.9%            4.1%
             % of past due accounts                                                  118%              115%            115%

</TABLE>
                                                             6
 
<PAGE>
<TABLE>
<CAPTION>
                                                 AMERICAN EXPRESS COMPANY
                                               THIRD QUARTER 1998 OVERVIEW
                                           AMERICAN EXPRESS FINANCIAL ADVISORS

(preliminary)                                      Statement of Income
                                                       (unaudited)

(millions)                                                     Quarter Ended          Percentage
                                                               September 30,           Inc/(Dec)
                                                  ------------------------------    --------------
                                                     1998                   1997
                                                     ----                   ----
<S>                                            <C>                      <C>         <C>
Revenues:
     Investment income                               $573                   $587       (2)%
     Management and distribution fees                 476                    391       22
     Other revenues                                   198                    191        4
                                                      ---                    ---   
          Total revenues                            1,247                  1,169        7
                                                    -----                  -----
Expenses:
     Provision for losses and benefits:
          Annuities                                   280                    307       (9)
          Insurance                                   122                    114        8
          Investment certificates                      43                     48      (10)
                                                    -----                  -----  
               Total                                  445                    469       (5)
     Human resources                                  360                    313       15
     Other operating expenses                         134                    126        7
                                                      ---                    ---  
          Total expenses                              939                    908        3
                                                      ---                    ---  
Pretax income                                         308                    261       18
Income tax provision                                   97                     77       25
                                                     ----                   ----  
Net income                                           $211                   $184       15
                                                     ====                   ====
</TABLE>


o    REVENUE AND EARNINGS GROWTH REFLECT:

     -   Increased management fees from higher managed asset levels.
     -   Greater distribution fees driven by strong mutual fund sales and higher
         mutual  fund  asset  levels.  
     -   Lower investment income as growth in the invested asset pool was more 
         than offset by lower  yields.  
     -   Higher other revenues as improvement in insurance premiums was 
         moderated by the transfer to TRS of Tax & Business Services 
         effective 1/98.

o    Revenues,  net of  provisions,  rose 14% versus last year  reflecting  the
     items above and improved spreads on annuity and insurance products.
 
o    Margins improved as revenue increases outpaced higher compensation-related
     and operating expenses.

o    The  effective tax rate remained at 31%, even with 2Q `98 but up from 30%
     in 3Q `97.

     ASSETS OWNED, MANAGED AND ADMINISTERED:

<TABLE>
<CAPTION>
                                                                                    Percentage
       (billions)                                          September 30,             Inc/(Dec)
                                                    -----------------------------  ------------
                                                       1998                 1997
                                                       ----                 ----
<S>                                                <C>                 <C>          <C>

       Assets owned (excluding separate accounts)     $37.0                $36.0        3%
       Separate account assets                         23.0                 23.2       (1)
       Assets managed                                 117.3                112.5        4
       Assets administered                             11.2                  7.4       50
                                                      -----               ------
                      Total                          $188.5               $179.1        5
                                                     ======               ======
</TABLE>


o    INVESTMENT INCOME:
     - Average  invested  assets of $30.7B were up 3% versus $29.7B in 3Q `97. 
     - The average yield was 7.66% versus 7.73% in 3Q `97.
     -   Insurance  and  annuity  spreads  were up  versus  last  year  and last
         quarter.  Certificate spreads were down versus 3Q `97 and 2Q `98 due to
         a product promotion that ran through 3Q `98 and the rapid growth of AEB
         related sales.


                                                           7
<PAGE>
                                           AMERICAN EXPRESS COMPANY
                                          THIRD QUARTER 1998 OVERVIEW
                                  AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o     ASSET QUALITY remains strong.

     - Non-performing assets relative to invested assets were only 0.1% and were
       172% covered by reserves. 
     - The SFAS 115 related mark-to-market  adjustment on the portfolio 
       (reported in assets pre-tax) was $625MM at 9/98,  reflecting  
       appreciation during 3Q `98 of $91MM. As of 9/97, the mark-to-market   
       adjustment  was  $446MM.  
     - Unrealized appreciation on securities held to maturity was $941MM 
       compared  with $547MM at 9/97 and  $670MM at 6/98.

o    MANAGEMENT  AND  DISTRIBUTION  FEES: The increase of 22% was due to higher
     average assets under management and  distribution  fees from greater mutual
     fund sales and asset levels.
<TABLE>
<CAPTION>

     - Assets Managed:
                                                                                    Percentage
       (billions)                                      September 30,                 Inc/(Dec)
                                                 ------------------------------    -------------
                                                       1998              1997
                                                       ----              ----
<S>                                               <C>               <C>                <C>
        Assets managed for individuals                $76.8             $71.5             7%
        Assets managed for institutions                40.5              41.0            (1)
        Separate account assets                        23.0              23.2            (1)
                                                      -----             -----    
                        Total                        $140.3            $135.7             3
                                                     ======            ======
</TABLE>

        -- The growth in managed  assets since 3Q `97 resulted from $6.9B of net
           new money, offset by $2.3B of market  depreciation.  
           - During 3Q `98, $1.0B of net new managed assets were added;  market
             depreciation was $14.3B.

o    PRODUCT SALES:

     -   Total advisor cash sales from all products continued to be strong, 
         up 13% over 3Q `97.
     -   Mutual  fund sales  increased  17%,  despite a slowing  of equity  fund
         related  sales  growth.  Bond and money  market  fund  sales  increases
         remained strong.  All three load categories,  i.e., front, rear and no,
         posted double-digit improvement versus last year. Sales for the quarter
         and for the month of September  exceeded  redemptions  in both the bond
         and equity funds.
     -   Redemption rates, which recently have been running at approximately 50%
         of the industry level,  deteriorated  slightly during the quarter on an
         absolute basis, but improved relative to the industry.
     -   Annuity  sales  were  down  25% as  variable  annuity  sales  increased
         slightly,  but fixed  annuity  sales  continued  to be depressed by low
         interest rates; sales of insurance products were flat.
     -   Certificate  sales  increased 89% from last year  reflecting  the rapid
         growth of  certificates  sold to  clients  outside  the U.S.  through a
         recent joint venture between AEFA and AEB.
     -   Product sales generated through plans were stable at 65% of total 
         sales in 3Q '98.

o    OTHER  REVENUES:  Were up 4% versus  last year as  higher  life  insurance
     premiums  were  partially  offset  by the  loss  of tax  preparation  fees,
     reflecting the 1/98 transfer of Tax and Business Services to TRS.

     -   Financial  Planning fees of $15.6MM were flat versus 3Q `97 as advisors
         redirected  their efforts  towards  servicing  existing  clients versus
         preparing new plans.  This  statistic was also affected by the roll-out
         of new  planning  technology  to the  field  force  which  necessitates
         additional   training  time  in  the  short  run  but  should   provide
         substantial productivity improvements in the future.*

o    PROVISIONS  FOR LOSSES AND  BENEFITS:  Lower  annuity  product  provisions
     resulted  from  both a  lower  inforce  level  and a  lower  accrual  rate.
     Insurance  provisions  increased  reflecting  a larger  inforce  amount and
     higher claims in the life insurance  business lines.  Certificate  products
     had a higher inforce level and accrual rate, offset by a provision reversal
     on the stock market  certificate  product  caused by the decline in the S&P
     500 index.

                                                     8
<PAGE>
                                 AMERICAN EXPRESS COMPANY
                                THIRD QUARTER 1998 OVERVIEW
                        AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)



o    HUMAN  RESOURCES:  Expenses  were up 15%  because  of larger  field  force
     compensation-related  expenses  caused by growth in sales and asset levels,
     as well as higher  home  office  expenses  from  higher  average  full-time
     equivalent employees within the client services organization.

     - BRANDED ADVISOR FORCE:  8,932 at 9/98; +340 advisors, or 4%, versus 9/97;
       up 178 advisors versus 6/98.
       
       --  We remain optimistic about advisors in the pipeline as applicant 
           activity is strong.*

       --  The veteran advisor retention rates remain at record levels.

       --  Advisor productivity weakened somewhat during the quarter as efforts
           were reoriented  toward responding to existing client needs in light
           of the volatile market environment.

       --  The  number of  clients  and  accounts  per  client  were up 7% and 
           4%,  respectively,  versus  3Q `97.  Client retention continued in 
           excess of 95%.


     - TOTAL ADVISOR FORCE:  10,060, including advisors from the 1Q `98 
       acquisition of Securities America.



o    OTHER  OPERATING  EXPENSES:   The  7%  increase  reflects  using  contract
     programmers  for  technology-related   initiatives,   expanded  advertising
     activities, and costs related to higher business volumes.

     Last year  includes the cost of hedging  activities  designed to reduce the
     impact of stock market  volatility  on management  fees. As of 1/98,  these
     gains/losses have been reported in management and distribution fees.


                                           9
<PAGE>
<TABLE>
<CAPTION>

                                            AMERICAN EXPRESS COMPANY
                                          THIRD QUARTER 1998 OVERVIEW
                                    AMERICAN EXPRESS BANK/TRAVELERS CHEQUE

(preliminary)                                   Statement of Income
                                                   (unaudited)

(millions)                                                 Quarter Ended               Percentage
                                                            September 30,               Inc/(Dec)
                                                    ------------------------------   --------------
                                                        1998                1997
                                                        ----                ----
<S>                                                  <C>                  <C>         <C>
Net revenues:
     Interest income                                    $217                $230         (6)%
     Interest expense                                    143                 148         (3)
                                                       -----                ----
          Net interest income                             74                  82        (11)
     TC investment income                                 88                  87          1
     Foreign exchange income                              30                  23         30
     Commissions, fees and other revenues                 63                  98        (34)
                                                      ------                ---- 
          Total net revenues                             255                 290        (12)
                                                       -----                ----
Expenses:
     Human resources                                      83                  76          8
     Other operating expenses                            140                 139          1
     Provision for losses                                 12                  16        (27)
                                                      ------                ---- 
          Total expenses                                 235                 231          2
                                                      ------               -----
Pretax income                                             20                  59        (66)
Income tax benefit                                       (23)                 (8)         #
                                                      -------                ---
Net income                                               $43                 $67        (36)
                                                      ======                =====
</TABLE>


# Denotes variance in excess of 100%.


o    Revenues declined 12%. Strong foreign exchange income was more than offset
     by last year's $24MM of  non-recurring  recoveries  on  abandoned  property
     related  to the TC  business  (included  in  commissions,  fees  and  other
     revenues) and generally  weaker revenue  throughout  AEB's other commercial
     businesses  in Asia.  AEB's two  individual  oriented  businesses,  Private
     Banking and Personal Financial Services,  both showed continued improvement
     in the quarter as related assets managed, deposits and loans all grew.

     - Net interest  income at AEB was down 11%  reflecting a lower loan  
       portfolio  and increased  non-performing  loans,
       principally in Indonesia.

     - TC investment income was up, as higher average investments were partially
       offset by lower yields.

     - AEB's commission,  fee and other revenues fell as economic  conditions in
       Asia reduced demand for some banking services.

o    Human  resources were up 8% due to growth of Private  Banking and Personal
     Financial Services, and higher technology related expenses. Other operating
     expenses remain controlled.

o    The provision for losses decreased versus last year and was flat with last
     quarter on generally stable asset quality.

o    AEB remained "well capitalized".
<TABLE>
<CAPTION>

                           9/98           6/98          9/97   Well-Capitalized
                         ---------    ----------    ---------  ----------------
<S>                     <C>            <C>          <C>           <C>
       Tier 1              9.4%            9.2%         8.6%         6.0%
       Total              12.2%           12.2%        11.6%        10.0%
       Leverage Ratio      5.6%            5.6%         5.4%         5.0%

</TABLE>

                                            10
<PAGE>
<TABLE>
<CAPTION>

                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1998 OVERVIEW
                 AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)


o    EXPOSURES

     - AEB had approximately $6.1B outstanding in worldwide loans at 9/98 and at
       6/98. In addition,  there are other banking  activities,  such as forward
       contracts,  various  contingencies  and market  placements,  which  added
       approximately  $7.7B to the credit exposures at 9/98, compared with $7.2B
       at 6/98. This increase principally reflects higher cash balances and bank
       placements,   primarily  in  Europe,  related  to  the  bank's  liquidity
       management activities.


                                                                                 9/30/98
                                                    -------------------------------------------------------------------
                                                                                   Net
                                                                               Guarantees                                  6/30/98
                                                                FX and             and                       Total          Total
         Country                                     Loans    Derivatives      Contingents      Other*    Exposure**       Exposure
         -------                                     -----    -----------      -----------      ------    ----------       --------
<S>                                                <C>           <C>              <C>       <C>            <C>             <C>

         Hong Kong                                    $1.0             -             $0.1      $0.1           $1.2            $1.2
         Indonesia                                     0.3          $0.1              0.1       0.1            0.5             0.6
         Singapore                                     0.4             -              0.1         -            0.6             0.5
         Korea                                         0.2             -              0.1       0.2            0.4             0.4
         Taiwan                                        0.3           0.1              0.1       0.1            0.6             0.5
         China                                         0.1             -                -         -            0.1             0.1
         Japan                                           -             -                -         -            0.1             0.1
         Thailand                                        -             -                -         -              -             0.1
         Other                                         0.1             -                -       0.1            0.2             0.2
                                                      ----          ----             ----      ----           ----            ----
             Total Asia/Pacific Region **              2.4           0.2              0.5       0.6            3.7             3.7
                                                      ----          ----             ----      ----           ----            ----

         Chile                                         0.4             -                -       0.1            0.5             0.5
         Brazil                                        0.3             -                -       0.1            0.4             0.5
         Mexico                                        0.1             -                -         -            0.1             0.1
         Peru                                          0.1             -                -         -            0.1             0.1
         Argentina                                     0.1             -                -         -            0.1             0.1
         Other                                         0.2             -                -       0.1            0.3             0.2
                                                      ----          ----             ----      ----           ----            ----
             Total Latin America **                    1.2             -                -       0.4            1.6             1.5
                                                      ----          ----             ----      ----           ----            ----

         India                                         0.3             -              0.1       0.4            0.8             0.8
         Pakistan                                      0.1             -                -       0.1            0.2             0.4
         Other                                         0.1             -              0.1       0.1            0.3             0.3
                                                      ----          ----             ----      ----           ----            ----
             Total Sub Continent **                    0.5             -              0.2       0.6            1.3             1.5
                                                      ----           ---             ----      ----           ----            ----

         Egypt                                         0.5             -                -       0.3            0.8             0.8
         Other                                         0.1             -              0.2         -            0.3             0.3
                                                      ----          ----             ----      ----           ----            ---- 
                                                    
            Total Middle East and Africa **            0.6             -              0.2       0.3            1.1             1.1
                                                      ----          ----             ----      ----           ----            ----

             Total Europe                              1.1           0.1              1.2       2.1            4.5***          3.9

             Total North America                         -           0.1              0.1       1.4            1.6             1.5
                                                      ----          ----             ----      ----           ----            ----

         Total Worldwide **                           $6.1          $0.4             $2.0      $5.3          $13.8           $13.3
                                                      ====          ====             ====      ====          =====           =====
</TABLE>


     *   Includes cash, placements and securities.
     **  Individual items may not add to totals due to rounding.
     *** Includes $35MM of exposure to Russia.


                                                                  11
<PAGE>

                            AMERICAN EXPRESS COMPANY
                           THIRD QUARTER 1998 OVERVIEW
                 AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)





o    Total  non-performing loans for AEB rose from $60MM and $205MM at 9/97 and
     6/98,  respectively,  to $239MM at 9/98. The increases versus last year and
     6/98 primarily reflect deterioration in Indonesia as well as a few loans in
     other emerging markets.

o    In addition,  other non-performing assets,  primarily foreign exchange and
     derivatives,  increased  from $5MM at 9/97 and  $73MM at 6/98,  to $92MM at
     9/98. These changes  predominately reflect deterioration in Indonesia which
     was anticipated within the 1Q `98 loss provision.

o    Total  reserves at 9/98 were $348MM  compared to $350MM at 6/98 and $129MM
     at 9/97 and are allocated as follows:
<TABLE>
<CAPTION>

     (millions)                          9/98           6/98            9/97
                                       ---------    -----------     -----------
<S>                                       <C>            <C>             <C>
     Loans                                  $279           $265            $127
     Other Assets, primarily derivatives      66             84               2
     Other Liabilities                         3              1               -
                                           ------       -------         ------- 
          Total                             $348           $350            $129
                                            ====           ====            ====
</TABLE>

     - Reserve  coverage of  criticized  exposures in the  Asia/Pacific  region,
       primarily  Indonesia,  remain  approximately  double the amount  required
       under AEB's  standard  reserving  policies  which are based on regulatory
       guidelines. Reserve coverage elsewhere is above the regulatory standard.


                                            12


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