AMERICAN EXPRESS CO
8-K, 1998-07-29
FINANCE SERVICES
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<PAGE>
===========================================================================



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

                                    FORM 8-K

                                 CURRENT REPORT


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

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

         Date of Report (Date of earliest event reported): July 27, 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 July 27, 1998,  the  Registrant  issued a press release announcing  the
election  of  Richard A. McGinn  to  its  Board  of  Directors.  A portion of
such  press release  is  filed  herein  as Exhibit 99.1

     On July 27, 1998,  the  Registrant  issued a press release  announcing  its
second  quarter   earnings  and  distributed  a  1998  Second  Quarter  Earnings
Supplement.  Such  press  release  is filed  herein as  Exhibit  99.2,  and such
Earnings Supplement is filed herein as Exhibit 99.3.

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

        (c)   Exhibits

        99.1  A portion of press release of American Express Company 
              dated July 27, 1998.

        99.2  Press release of American Express Company announcing its
              second quarter earnings, dated July 27, 1998.

        99.3  1998 Second 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:   July 28, 1998


<PAGE>
                                  EXHIBIT INDEX


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

99.1          A portion of press release of American  Express Company 
              dated July 27, 1998.

99.2          Press release of American Express Company announcing its
              second quarter earnings, dated July 27, 1998.

99.3          1998 Second Quarter Earnings Supplement of American
              Express Company.

<PAGE>



                                                            EXHIBIT 99.1

NEW YORK,  July 27, 1998 -- American  Express  Company today announced that
Richard  A.  McGinn,   chairman  and  chief  executive  officer  of  Lucent
Technologies  Inc.,  has been elected to the Board of Directors of American
Express.

Mr.  McGinn,  51, was named  chairman of Lucent  Technologies  in February,
1998.  He  previously  served as chief  executive  officer and president of
Lucent - which he helped launch as a spin-off from AT&T in 1996. Mr. McGinn
joined AT&T in 1978 and  subsequently  held  executive  positions in AT&T's
International  and Computer  Systems Groups before becoming chief executive
officer of Network Systems. He began his career at Illinois Bell in 1969.

In addition to serving on the Board of  Directors  of Lucent  Technologies,
Mr.  McGinn  is a  director  of Oracle  Corporation.  He is a member of the
Executive Committee of the Council on Competitiveness,  a bipartisan policy
group.  Mr.  McGinn  received a bachelor's  degree from  Grinnell  College,
Grinnell, Iowa.

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


<PAGE>


                                                              EXHIBIT 99.2


NEW YORK,  July 27, 1998 -- American  Express Company today reported record
second quarter net income of $578 million, up from $520 million in the same
period a year ago.  Diluted  earnings  per share  rose 15  percent to $1.24
compared with $1.08.  Revenues totaled $4.8 billion, up 8 percent from $4.4
billion. The company's return on equity was 23.5 percent.

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

Travel Related  Services (TRS) reported record quarterly net income of $360
million, up 18 percent from $305 million in the second 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 wider interest  margins.  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.  Interest margins widened
largely  because a lower portion of the loan portfolio was on  introductory
rates.

Provisions for losses  reflect  higher  volumes  overall and increased loss
rates in the lending  portfolio,  partially  offset by improved charge card
loss rates and the benefit of securitizing a portion of the loan portfolio.

A gain of $36 million  ($23 million  after-tax)  from  securitizations  was
offset by increased  spending on marketing and promotion efforts and had no
material impact on net income or total expenses.

American  Express  Financial  Advisors (AEFA) reported record quarterly net
income of $212  million,  up 16 percent from $183  million  reported a year
ago.

Revenue and earnings  growth  benefited  from higher fee revenues due to an
increase in managed assets, reflecting stock market appreciation and record
mutual  fund sales.  Sales of  investment  certificates  and life and other
insurance products  increased over last year; sales of annuities  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, advertising and other
costs related to higher business volumes.

American  Express  Bank/Travelers  Cheque (AEB/TC)  reported  quarterly net
income of $47  million  compared  with $70  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 is included in other revenues.

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

Corporate  and Other  reported net expenses of $41  million,  compared
with $38 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
                                            June 30,
                                         ------------- Percentage
                                          1998    1997  Inc/(Dec)
                                          ----    ----  ---------
<S>                                   <C>       <C>     <C>
Revenues by Industry Segment (A)
- --------------------------------
  Travel Related Services                $3,270  $3,031    7.9 %
  American Express Financial Advisors     1,282   1,143   12.2
  American Express Bank/Travelers Cheque    251     282  (10.8)
                                         ------  ------
                                          4,803   4,456    7.8
  Corporate and Other,
   including adjustments and eliminations   (42)    (34) (24.1)
                                         ------  ------
CONSOLIDATED REVENUES (A)                $4,761  $4,422    7.7
                                         ======  ======

Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services                $  546   $  460   18.8
  American Express Financial Advisors       309      265   16.6
  American Express Bank/Travelers Cheque     23       66  (65.4)
                                         ------   ------
                                            878      791   11.1
  Corporate and Other                       (78)     (89)  11.7
                                         ------   ------
PRETAX INCOME                            $  800   $  702   14.0
                                         ======   ======

Net Income by Industry Segment
- ------------------------------
  Travel Related Services                $  360   $  305   18.0
  American Express Financial Advisors       212      183   16.0
  American Express Bank/Travelers Cheque     47       70  (33.7)
                                         ------   ------
                                            619      558   10.9
  Corporate and Other                       (41)     (38)  (7.5)
                                         ------   ------
NET INCOME                               $  578   $  520   11.1
                                         ======   ======

                                       Six Months Ended
                                           June 30,
                                       ----------------  Percentage
                                          1998    1997    Inc/(Dec)
                                          ----    ----    ---------
Revenues by Industry Segment (A)
- --------------------------------
  Travel Related Services                $6,353   $5,895   7.8 %
  American Express Financial Advisors     2,503    2,227  12.4
  American Express Bank/Travelers Cheque    508      551  (7.7)
                                         ------   ------
                                          9,364    8,673   8.0
  Corporate and Other,
   including adjustments and eliminations   (82)     (88)  5.5
                                         ------   ------
CONSOLIDATED REVENUES (A)                $9,282   $8,585   8.1
                                         ======   ======

Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services                $1,028   $  877  17.3
  American Express Financial Advisors       580      501  15.8
  American Express Bank/Travelers Cheque   (151)     130     -
                                         ------   ------
                                          1,457    1,508  (3.4)
  Corporate and Other                       (44)    (166) 73.5
                                         ------   ------
PRETAX INCOME                            $1,413   $1,342   5.3
                                         ======   ======

Net Income by Industry Segment
- ------------------------------
  Travel Related Services                $  676   $  572  18.0
  American Express Financial Advisors       398      340  17.1
  American Express Bank/Travelers Cheque    (36)     139     -
                                         ------   ------
                                          1,038    1,051  (1.3)
  Corporate and Other                        (1)     (77) 99.4
                                         ------   ------
NET INCOME                               $1,037   $  974   6.5
                                         ======   ======
</TABLE>

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

<TABLE>
<CAPTION>
                             American Express Company
                             ------------------------
                           Financial Summary (continued)
                           -----------------------------
                                   (Unaudited)

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

Basic
- -----
  Net Income Per Common Share       $ 1.27     $ 1.12      13.4 %
                                    ======     ======
  Average common shares
   outstanding (millions)            456.3      465.1      (1.9)
                                    ======     ======

Diluted
- -------
  Net Income Per Common Share       $ 1.24     $ 1.08      14.8
                                    ======     ======
  Average common shares
   outstanding (millions)            465.3      480.1      (3.1)
                                    ======     ======

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


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

Basic
- -----
  Net Income Per Common Share       $ 2.26     $ 2.09       8.1 %
                                    ======     ======
  Average common shares
   outstanding (millions)            458.4      466.6      (1.8)
                                    ======     ======

Diluted
- -------
  Net Income Per Common Share       $ 2.22     $ 2.02       9.9
                                    ======     ======
  Average common shares
   outstanding (millions)            467.4      481.8      (3.0)
                                    ======     ======

Cash dividends declared
 per common share                   $ 0.45     $ 0.45         -
                                    ======     ======


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

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

Return on Average Equity*            23.5%      23.2%         -
Common Shares Outstanding
 (millions)                          456.8      468.9      (2.6)%
Book Value per Common Share:
     Actual                         $20.35     $18.82       8.1 %
     Pro Forma*                     $19.11     $17.95       6.5 %
Shareholders' Equity (billions)     $  9.3     $  8.8       5.4 %

                                      Six Months Ended
                                           June 30,
                                      ---------------- Percentage
                                      1998      1997    Inc/(Dec)
                                      ----      ----    ---------
Return on Average Equity*            23.5%      23.2%        -
Common Shares Outstanding
 (millions)                          456.8      468.9      (2.6)%
Book Value per Common Share:
     Actual                        $ 20.35    $ 18.82       8.1 %
     Pro Forma*                    $ 19.11    $ 17.95       6.5 %
Shareholders' Equity (billions)    $   9.3    $   8.8       5.4 %

</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
                                                      June 30,
                                                        1998
                                                   -------------
<S>                                                  <C>
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
                                                        ======


                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,031
     American Express Financial Advisors                 1,143
     American Express Bank/Travelers Cheque                282
                                                        ------
                                                         4,456
     Corporate and Other,
        including adjustments and eliminations             (34)
                                                        ------
CONSOLIDATED REVENUES (A)                               $4,422
                                                        ======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                            $  460
     American Express Financial Advisors                   265
     American Express Bank/Travelers Cheque                 66
                                                        ------
                                                           791
     Corporate and Other                                   (89)
                                                        ------
PRETAX INCOME                                           $  702
                                                        ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                            $  305
     American Express Financial Advisors                   183
     American Express Bank/Travelers Cheque                 70
                                                        ------
                                                           558
     Corporate and Other                                   (38)
                                                        ------
NET INCOME                                              $  520
                                                        ======
</TABLE>
(A) Revenues are reported net of interest expense, where
    applicable.

<TABLE>
<CAPTION>

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

                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   -------------
<S>                                                   <C>
EARNINGS PER SHARE

Basic
- -----
  Net Income Per Common Share                           $ 1.27
                                                        ======
  Average common shares outstanding (000's)              456.3
                                                        ======

Diluted
- -------
  Net Income Per Common Share                           $ 1.24
                                                        ======
  Average common shares outstanding (000's)              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 (000's)              460.7
                                                        ======

Diluted
- -------
  Net Income Per Common Share                           $ 0.98
                                                        ======
  Average common shares outstanding (000's)              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 (000's)              460.7
                                                        ======

Diluted
- -------
  Net Income Per Common Share                           $ 1.04
                                                        ======
  Average common shares outstanding (000's)              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 (000's)              463.0
                                                        ======

Diluted
- -------
  Net Income Per Common Share                           $ 1.10
                                                        ======
  Average common shares outstanding (000's)              477.9
                                                        ======

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


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

Basic
- -----
  Net Income Per Common Share                           $ 1.12
                                                        ======
  Average common shares outstanding (000's)              465.1
                                                        ======

Diluted
- -------
  Net Income Per Common Share                           $ 1.08
                                                        ======
  Average common shares outstanding (000's)              480.1
                                                        ======

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


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

                                                   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


                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------

Return on Average Equity*                                23.2%
Common Shares Outstanding (millions)                     468.9
Book Value per Common Share:
     Actual                                             $18.82
     Pro Forma*                                         $17.95
Shareholders' Equity (billions)                           $8.8
</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
                                       June 30,
                                    --------------     Percentage
                                    1998      1997      Inc/(Dec)
                                    ----      ----      ---------
<S>                              <C>       <C>          <C>
Net Revenues:
  Discount Revenue                $1,525    $1,407         8.4 %
  Net Card Fees                      398       403        (1.2)
  Travel Commissions and Fees        403       381         5.9
  Other Revenues                     614       536        14.4
  Lending:
    Finance Charge Revenue           493       458         7.7
    Interest Expense                 163       154         5.8
                                  ------    ------
      Net Finance Charge Revenue     330       304         8.6
                                  ------    ------
    Total Net Revenues             3,270     3,031         7.9
                                  ------    ------
Expenses:
  Marketing and Promotion            275       233        17.7
  Provision for Losses and Claims:
    Charge Card                      236       239        (1.2)
    Lending                          187       187         0.1
    Other                             11        15       (21.5)
                                  ------    ------
      Total                          434       441        (1.3)
                                  ------    ------
  Charge Card Interest Expense       203       174        16.3
  Net Discount Expense               170       165         2.9
  Human Resources                    843       764        10.3
  Other Operating Expenses           799       794         0.7
                                  ------    ------
    Total Expenses                 2,724     2,571         5.9
                                  ------    ------
Pretax Income                        546       460        18.8
Income Tax Provision                 186       155        20.3
                                  ------    ------
Net Income                        $  360    $  305        18.0
                                  ======    ======


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

(Dollars in millions)
                                    Quarter Ended
                                       June 30,
                                    --------------     Percentage
                                    1998      1997      Inc/(Dec)
                                    ----      ----     ----------
Net Revenues:
  Discount Revenue                $1,525    $1,407         8.4 %
  Net Card Fees                      393       404        (2.7)
  Travel Commissions and Fees        403       381         5.9
  Other Revenues                     536       493         8.7
  Lending:
    Finance Charge Revenue           595       505        17.9
    Interest Expense                 197       171        15.3
                                  ------    ------
      Net Finance Charge Revenue     398       334        19.2
                                  ------    ------
    Total Net Revenues             3,255     3,019         7.8
                                  ------    ------
Expenses:
  Marketing and Promotion            239       233         2.3
  Provision for Losses and Claims:
    Charge Card                      307       313        (2.1)
    Lending                          251       203        23.3
    Other                             11        15       (21.5)
                                  ------    ------
      Total                          569       531         7.1
                                  ------    ------
  Charge Card Interest Expense       259       237         9.7
  Human Resources                    843       764        10.3
  Other Operating Expenses           799       794         0.7
                                  ------    ------
    Total Expenses                 2,709     2,559         5.9
                                  ------    ------
Pretax Income                        546       460        18.8
Income Tax Provision                 186       155        20.3
                                  ------    ------
Net Income                        $  360    $  305        18.0
                                  ======    ======
</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 in the second quarter of
1998 ($23 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 second quarter of 1998.  For purposes of
this presentation such gain and a corresponding increase in
Marketing and Promotion expenses have been eliminated in the
second quarter of 1998.

<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)

                                      Quarter Ended
                                         June 30,
                                     ---------------   Percentage
                                     1998       1997    Inc/(Dec)
                                     ----       ----   ----------
<S>                                <C>         <C>     <C>
Total Cards in Force (millions):
  United States                      29.6       29.7     (0.3)%
  Outside the United States          14.2       12.6     13.1
                                    -----      -----
    Total                            43.8       42.3      3.7
                                    =====      =====
Basic Cards in Force (millions):
  United States                      23.3       23.2      0.7
  Outside the United States          11.0        9.7     13.0
                                    -----      -----
    Total                            34.3       32.9      4.4
                                    =====      =====
Card Billed Business:
  United States                     $41.4      $37.2     11.4
  Outside the United States          15.4       14.7      4.3
                                    -----      -----
    Total                           $56.8      $51.9      9.4
                                    =====      =====

Average Discount Rate*              2.72%      2.74%        -
Average Basic Cardmember
  Spending (dollars)*              $1,717     $1,602      7.2
Average Fee per Card (dollars)*    $   38     $   39     (2.6)

Travel Sales                       $  4.9     $  4.5     10.2
Travel Commissions and Fees/Sales**  8.2%       8.5%        -

Total Debt                         $ 24.0     $ 24.0        -
Shareholder's Equity               $  5.0     $  4.7      6.8
Return on Average Equity***         26.5%      24.2%        -
Return on Average Assets***          3.2%       3.0%        -
</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
                                         June 30,
                                     ---------------   Percentage
                                     1998       1997    Inc/(Dec)
                                     ----       ----   ----------
<S>                              <C>         <C>        <C>
Owned and Managed Charge Card
  Receivables:
  Total Receivables                $ 23.4     $ 22.2      5.2 %
  90 Days Past Due as a % of Total   3.1%       3.3%        -
  Loss Reserves (millions)         $1,015     $  976      4.1
    % of Receivables                 4.3%       4.4%        -
    % of 90 Days Past Due            142%       134%        -
  Net Loss Ratio                    0.46%      0.50%        -

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                      $ 14.8     $ 13.2     12.7
  Past Due Loans as a % of Total:
    30-89 Days                       2.3%       2.5%        -
    90+ Days                         1.1%       1.1%        -
  Loss Reserves (millions):
    Beginning Balance              $  591     $  533     10.9
      Provision                       219        198     10.3
      Net Charge-Offs/Other          (233)      (197)    18.1
                                   ------     ------
    Ending Balance                 $  577     $  534      8.1
                                   ======     ======
    % of Loans                       3.9%       4.1%        -
    % of Past Due                    115%       113%        -
  Average Loans                    $ 14.5     $ 13.2     10.0
  Net Write-Off Rate                 6.6%       6.0%        -
  Net Interest Yield                 9.5%       8.7%        -

</TABLE>
<TABLE>
<CAPTION>

(Preliminary)             Travel Related Services
                          -----------------------
                            Statement of Income
                            -------------------
                               (Unaudited)
(Dollars in millions)

                                                   Quarter Ended
                                                      June 30,
                                                        1998
                                                   -------------
<S>                                                   <C>
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
                                                       ======

                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,407
     Net Card Fees                                        403
     Travel Commissions and Fees                          381
     Other Revenues                                       536
     Lending:
          Finance Charge Revenue                          458
          Interest Expense                                154
                                                       ------
               Net Finance Charge Revenue                 304
                                                       ------
          Total Net Revenues                            3,031
                                                       ------
Expenses:
     Marketing and Promotion                              233
     Provision for Losses and Claims:
          Charge Card                                     239
          Lending                                         187
          Other                                            15
                                                       ------
               Total                                      441
                                                       ------
     Charge Card Interest Expense                         174
     Net Discount Expense                                 165
     Human Resources                                      764
     Other Operating Expenses                             794
                                                       ------
          Total Expenses                                2,571
                                                       ------
Pretax Income                                             460
Income Tax Provision                                      155
                                                       ------
Net Income                                             $  305
                                                       ======


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

(Dollars in millions)


                                                   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
                                                       ======


                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,407
     Net Card Fees                                        404
     Travel Commissions and Fees                          381
     Other Revenues                                       493
     Lending:
          Finance Charge Revenue                          505
          Interest Expense                                171
                                                       ------
               Net Finance Charge Revenue                 334
                                                       ------
          Total Net Revenues                            3,019
                                                       ------
Expenses:
     Marketing and Promotion                              233
     Provision for Losses and Claims:
          Charge Card                                     313
          Lending                                         203
          Other                                            15
                                                       ------
               Total                                      531
                                                       ------
     Charge Card Interest Expense                         237
     Human Resources                                      764
     Other Operating Expenses                             794
                                                       ------
          Total Expenses                                2,559
                                                       ------
Pretax Income                                             460
Income Tax Provision                                      155
                                                       ------
Net Income                                             $  305
                                                       ======
</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
                                                      June 30,
                                                        1998
                                                   -------------
<S>                                                  <C>
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%

                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Total Cards in Force (millions):
     United States                                      29.7
     Outside the United States                          12.6
                                                      ------
          Total                                         42.3
                                                      ======
Basic Cards in Force (millions):
     United States                                      23.2
     Outside the United States                           9.7
                                                      ------
          Total                                         32.9
                                                      ======
Card Billed Business:
     United States                                    $ 37.2
     Outside the United States                          14.7
                                                      ------
          Total                                       $ 51.9
                                                      ======
Average Discount Rate*                                 2.74%
Average Basic Cardmember
     Spending (dollars)*                              $1,602
Average Fee per Card (dollars)*                       $   39

Travel Sales                                          $  4.5
Travel Commissions and Fees/Sales**                     8.5%

Total Debt                                            $ 24.0
Shareholder's Equity                                  $  4.7
Return on Average Equity***                            24.2%
Return on Average Assets***                             3.0%
</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
                                                      June 30,
                                                        1998
                                                   --------------
<S>                                                 <C>
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%


                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $22.2
     90 Days Past Due as a % of Total                   3.3%
     Loss Reserves (millions)                          $ 976
          % of Receivables                              4.4%
          % of 90 Days Past Due                         134%
     Net Loss Ratio                                    0.50%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                       $13.2
     Past Due Loans as a % of Total:
          30-89 Days                                    2.5%
          90+ Days                                      1.1%
     Loss Reserves (millions):
          Beginning Balance                            $ 533
               Provision                                 198
               Net Charge-Offs/Other                    (197)
                                                       -----
          Ending Balance                               $ 534
                                                       =====
          % of Loans                                    4.1%
          % of Past Due                                 113%
     Average Loans                                     $13.2
     Net Write-Off Rate                                 6.0%
     Net Interest Yield                                 8.7%
</TABLE>
<TABLE>
<CAPTION>


(Preliminary)        American Express Financial Advisors
                     -----------------------------------
                             Statement of Income
                             -------------------
                                 (Unaudited)
(Dollars in millions)
                                      Quarter Ended
                                         June 30,
                                      -------------    Percentage
                                      1998     1997     Inc/(Dec)
                                      ----     ----     ---------
<S>                                <C>       <C>       <C>
Revenues:
  Investment Income                  $ 603    $ 586        2.9 %
  Management and Distribution Fees     482      360       33.8
  Other Revenues                       197      197          -
                                     -----    -----
    Total Revenues                   1,282    1,143       12.2
                                     -----    -----
Expenses:
  Provision for Losses and Benefits:
    Annuities                          292      304       (4.1)
    Insurance                          125      113       10.0
    Investment Certificates             58       58        1.5
                                     -----    -----
      Total                            475      475       (0.1)
    Human Resources                    364      294       23.8
    Other Operating Expenses           134      109       23.2
                                     -----    -----
      Total Expenses                   973      878       10.8
                                     -----    -----
Pretax Income                          309      265       16.6
Income Tax Provision                    97       82       18.1
                                     -----    -----
Net Income                           $ 212    $ 183       16.0
                                     =====    =====


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

(Dollars in millions, except where indicated)

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

Revenues, Net of Provisions        $   807  $   668       20.9 %
Investments (billions)             $  31.0  $  29.3        5.7
Client Contract Reserves
  (billions)                       $  30.2  $  29.4        2.7
Shareholder's Equity (billions)    $   4.0  $   3.4       17.5
Return on Average Equity*            22.3%    21.2%

Life Insurance in Force
 (billions)                        $  77.8  $  71.0        9.7
Assets Owned, Managed or
   Administered (billions):
    Assets managed for
     institutions                  $  44.0  $  39.3       11.9
    Assets owned, managed or
      administered for individuals:
       Owned Assets:
         Separate Account Assets      26.6     21.1       26.2
         Other Owned Assets           37.2     35.2        5.7
                                   -------  -------
           Total Owned Assets         63.8     56.3       13.3
       Managed Assets                 83.0     66.7       24.5
       Administered Assets            11.2      6.3       79.5
                                   -------  -------
         Total                     $ 202.0  $ 168.6       19.8
                                   =======  =======
Market Appreciation (Depreciation)
  During the Period:
     Owned Assets:
       Separate Account Assets     $   361  $ 2,260          -
       Other Owned Assets          $    24  $   265          -
     Total Managed Assets          $ 1,045  $ 8,406          -

Sales of Selected Products:
     Mutual Funds                  $ 5,474  $ 4,091       33.8
     Annuities                     $   702  $   947      (25.8)
     Investment Certificates       $   383  $   285       34.4
     Life and Other Insurance
      Products                     $   104  $   100        4.2

Number of Financial Advisors         9,869    8,476       16.4
Fees From Financial Plans
 (thousands)                       $20,891  $15,227       37.2
Product Sales Generated from
 Financial Plans as a Percentage
 of Total Sales                      64.7%    66.3%
</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
                                                      June 30,
                                                        1998
                                                   -------------
<S>                                                   <C>
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
                                                        =====

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

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

(Dollars in millions, except where indicated)

                                                   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
     Total 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
     Total 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
     Total 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
     Total 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%

                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------

Revenues, Net of Provisions                           $   668
Investments (billions)                                $  29.3
Client Contract Reserves (billions)                   $  29.4
Shareholder's Equity (billions)                       $   3.4
Return on Average Equity*                               21.2%

Life Insurance in Force (billions)                    $  71.0
Assets Owned, Managed or Administered (billions):
     Assets managed for institutions                  $  39.3
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   21.1
               Other Owned Assets                        35.2
                                                      -------
                    Total Owned Assets                   56.3
          Managed Assets                                 66.7
          Administered Assets                             6.3
                                                      -------
               Total                                  $ 168.6
                                                      =======
Market Appreciation (Depreciation) During the Period:
     Owned Assets:
          Separate Account Assets                     $ 2,260
          Other Owned Assets                          $   265
     Total Managed Assets                             $ 8,406

Sales of Selected Products:
     Mutual Funds                                     $ 4,091
     Annuities                                        $   947
     Investment Certificates                          $   285
     Life and Other Insurance Products                $   100

Number of Financial Advisors                            8,476
Fees From Financial Plans (thousands)                 $15,227
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales               66.3%
</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
                                          June 30,
                                       -------------   Percentage
                                       1998     1997    Inc/(Dec)
                                       ----     ----    ---------
<S>                                 <C>       <C>      <C>
Net Revenues:
  Interest Income                      $218     $226      (3.4) %
  Interest Expense                      147      148      (0.7)
                                       ----     ----
    Net Interest Income                  71       78      (8.6)
  TC Investment Income                   80       83      (3.4)
  Foreign Exchange Income                35       21      68.4
  Commissions, Fees and Other Revenue    65      100     (35.0)
                                       ----     ----
    Total Net Revenues                  251      282     (10.8)
                                       ----     ----
Expenses:
  Human Resources                        79       75       5.7
  Other Operating Expenses              136      133       2.3
  Provision for Losses                   13        8      68.9
                                       ----     ----
    Total Expenses                      228      216       5.9
                                       ----     ----
Pretax Income                            23       66     (65.4)
Income Tax Benefit                      (24)      (4)        #
                                       ----     ----
Net Income                             $ 47     $ 70     (33.7)
                                       ====     ====

  #   Denotes variance of more than 100%.


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

(Dollars in billions, except where indicated)

                                         Quarter Ended
                                            June 30,
                                         -------------  Percentage
                                         1998     1997   Inc/(Dec)
                                         ----     ----   ---------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)   $1,135   $1,157    (1.9)%
Return on Average Common Equity *        10.4%    27.8%       -
Return on Average Assets *               0.50%    1.38%       -
American Express Bank:
  Total Loans                           $  6.1   $  6.4    (4.3)
  Total Nonperforming Loans (millions)  $  205   $   80       #
  Other Nonperforming Assets (millions) $   73   $    4       #
  Reserve for Credit Losses
   (millions)**                         $  350   $  131       #
  Loan Loss Reserves as a % of
   Total Loans                            4.3%     2.0%       -
  Deposits                              $  8.1   $  9.0    (9.8)
  Assets Managed/Administered ***       $  5.6   $  5.0    11.8
  Assets of Non-Consolidated Joint
    Ventures                            $  2.7   $  1.4    96.3
  Risk-Based Capital Ratios:
    Tier 1                                9.2%     8.4%       -
    Total                                12.2%    11.3%       -
    Leverage Ratio                        5.6%     5.5%       -
Travelers Cheque:
  Sales                                 $  6.4   $  6.6    (3.3)
  Average Outstanding                   $  6.0   $  6.0     0.2
  Average Investments                   $  5.7   $  5.7       -
  Tax equivalent yield                    9.0%     9.3%       -
</TABLE>

  # Denotes variance of more than 100%.
  * Excludes the effect of SFAS No. 115 for all periods
    presented.

**  Allocation:
     Loans                               $265   $130
     Other Assets, primarily derivatives   84      1
     Other Liabilities                      1      -
                                         ----   ----
     Total Credit Loss Reserves          $350   $131
                                         ====   ====

*** 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
                                                      June 30,
                                                        1998
                                                   -------------
<S>                                                   <C>
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
                                                        ====

                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Net Revenues:
     Interest Income                                    $226
     Interest Expense                                    148
                                                        ----
          Net Interest Income                             78
     TC Investment Income                                 83
     Foreign Exchange Income                              21
     Commissions, Fees and Other Revenue                 100
                                                        ----
          Total Net Revenues                             282
                                                        ----

Expenses:
     Human Resources                                      75
     Other Operating Expenses                            133
     Provision for Losses                                  8
                                                        ----
          Total Expenses                                 216
                                                        ----
Pretax Income/(Loss)                                      66
Income Tax Benefit                                        (4)
                                                        ----
Net Income/(Loss)                                       $ 70
                                                        ====


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

(Dollars in billions, except where indicated)

                                                   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%

                                                   Quarter Ended
                                                      June 30,
                                                        1997
                                                   -------------
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                  $1,157
Return on Average Common Equity *                       27.8%
Return on Average Assets *                              1.38%
American Express Bank:
     Total Loans                                       $  6.4
     Total Nonperforming Loans (millions)              $   80
     Other Nonperforming Assets (millions)             $    4
     Reserve for Credit Losses (millions)**            $  131
     Loan Loss Reserves as a % of Total Loans           2.0 %
     Deposits                                          $  9.0
     Assets Managed / Administered ***                 $  5.0
     Assets of Non-Consolidated Joint Ventures         $  1.4
     Risk-Based Capital Ratios:****
          Tier 1                                         8.4%
          Total                                         11.3%
          Leverage Ratio                                 5.5%
Travelers Cheque:
     Sales                                             $  6.6
     Average Outstanding                               $  6.0
     Average Investments                               $  5.7
     Tax equivalent yield                                9.3%
</TABLE>
<TABLE>
<CAPTION>

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

                                Quarter Ended
             -----------------------------------------------------
             June 30, March 31, December 31, September 30, June 30
               1998     1998       1997         1997        1997
               ----     ----       ----         ----        ----
<S>           <C>      <C>        <C>          <C>        <C>
Loans          $265     $294       $131         $127        $130
Other Assets,
 primarily
 derivatives     84       59          6            2           1
Other
 Liabilities      1        6          -            -           -
               ----     ----       ----         ----        ----
Total Credit
 Loss Reserves $350     $359       $137         $129        $131
               ====     ====       ====         ====        ====
</TABLE>

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

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



                           American Express Bank
                           ---------------------
                    Asia/Pacific Region Exposure By Country
                    ---------------------------------------
                                (Unaudited)

($ in billions)

                               Net
                            Guarantees         6/30/98   3/31/98
                 FX and        and              Total     Total
Country  Loans Derivatives Contingents Other* Exposure** Exposure
- -------  ----- ----------- ----------- ------ ---------- --------

Hong Kong $1.0     $  -       $0.1      $0.1     $1.2      $1.0
Indonesia  0.4      0.1        0.1       0.1      0.6       0.8
Singapore  0.3        -        0.1       0.1      0.5       0.6
Korea      0.1      0.1        0.1       0.1      0.4       0.5
Taiwan     0.3        -        0.1       0.1      0.5       0.4
China      0.1        -          -         -      0.1       0.1
Japan        -        -          -       0.1      0.1       0.1
Thailand   0.1        -          -         -      0.1       0.1
Other      0.1        -          -       0.1      0.2       0.2
          ----     ----       ----      ----     ----      ----
Total
 Asia**   $2.4     $0.2       $0.5      $0.6     $3.7      $3.7
          ====     ====       ====      ====     ====      ====

*   Includes cash, placements and securities.
**  Individual items may not add to totals due to rounding.


<PAGE>



                                                              Exhibit 99.3

                       [Logo of American Express Company]

                                      1998
                                 Second 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") Second
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>
                              SECOND QUARTER 1998
                                   HIGHLIGHTS


o    Overall, 2Q `98 results were in line with our financial targets as EPS grew
     14.8%, revenue increased 7.7% and ROE was 23%.


o    Strong performance was recorded in a number of key areas. Compared with the
     second quarter of 1997:

     - Total and basic cards in force increased 4%;
     - Worldwide billed business rose 9% despite the negative effects of weaker
       foreign currencies;
     - Worldwide  lending  balances  of $16.1B  were up 13%;  and 
     - AEFA assets owned, managed or administered of $202B were 20% higher.


o    A number of new products and services were offered and agreements reached:

     - Several  proprietary  products  were  announced or  introduced in markets
       outside the U.S.:

         --   The Platinum Card in South Africa;
         --   Our new Blue Credit Card in the U.K. and Singapore; and
         --   A co-branded card with Cheung Kong Holdings Ltd. in Hong Kong
              which  offers  a  unique  rewards  program  featuring  savings  on
              property purchases and home-related expenses.

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

         --   A joint venture with Generale Bank was formed whereby the existing
              AXP Card  portfolio and the license to issue cards in Belgium will
              be transferred to the new company.  The JV, in which AXP will hold
              a 21% interest,  will acquire  customers  through  Generale Bank's
              branch network and also offer cards to non-bank customers;
         --   K&H Bank agreed to issue American Express Cards in Hungary;
         --   Bank of Ireland announced details of an independent operator
              agreement  whereby  the bank has  assumed  responsibility  for the
              existing  American  Express  customer  base in Ireland and ongoing
              acquisition  activities  and  established  a new customer  service
              center in Dublin; and,
         --   We formed a unique  association  with AMP Banking to issue the AMP
              Credit Card, the first network card in Australia.

     -   Our leadership position in global travel was expanded through
         acquisitions:

         -- In the U.S., of Travel  Impressions,  a major travel  packager,  and
            Empress  Travel,  a major retail  network;  and
         -- In France, of Havas Voyage SA, the leading French travel group.

     -   We   developed  an   innovative   stored  value  card  and  system  for
         DisneyQuest, a new interactive entertainment center in Florida.
     -   AEB's  Personal  Financial  Services unit began  offering an innovative
         mortgage product in Greece and introduced  credit lines for cardmembers
         in India.  The Bank also  launched two new fund  offerings in Singapore
         and  began  offering  Membership  Rewards  points  as an  incentive  to
         purchase them.
     -   We signed global licenses for MULTOS, a leading multi-application smart
         card operating system.


o    Efforts to broaden  relationships with existing AXP customers  continued to
     bear fruit as:

     - Spending per cardmember continued to increase;
     - 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>
                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1998 OVERVIEW
                                  CONSOLIDATED
<TABLE>
<CAPTION>

(millions, except per share amounts)        Quarter Ended       Percentage
                                              June 30,           Inc/(Dec)
                                         -------------------    ----------
                                           1998        1997
                                           ----        ----

<S>                                      <C>         <C>             <C>
Consolidated revenues                    $4,761      $4,422            8%
- ---------------------                    ======      ======
Net income:                                $578        $520           11%
- -----------                              ======      ======
EPS:     Basic                            $1.27       $1.12           13%
- ----                                     ======      ======
         Diluted                          $1.24       $1.08           15%
                                         ======      ======
</TABLE>


o    CONSOLIDATED  REVENUES:  Grew 7.7% 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  6.5% due to higher  human  resource and
     operating  expenses,  greater  marketing  and promotion  costs,  and larger
     interest expenses.
<TABLE>
<CAPTION>
o    AVERAGE SHARES:                            Millions of Shares
                                     ----------------------------------------
                                     2Q `98           1Q `98           2Q `97
                                     ------           ------           ------

<S>                                   <C>              <C>              <C>
Basic                                 456.3            460.7            465.1
                                     ======           ======           ======
Diluted                               465.3            469.5            480.1
                                     ======           ======           ======
</TABLE>

<TABLE>
<CAPTION>
  - Actual share activity:
    ----------------------

<S>                                   <C>              <C>              <C>
    Shares outstanding -
       beginning of period            461.9            466.4            470.9
    Repurchase of common shares        (6.4)            (5.5)            (3.7)
    Employee benefit plans,
       compensation and other           1.3              1.0              1.7
                                     ------           ------           ------
    Shares outstanding -
       end of period                  456.8            461.9            468.9
                                     ======           ======           ======
</TABLE>

  - 89.5MM shares have been acquired since the inception of repurchase  programs
    in September, 1994.

o    SEGMENT REPORTING REVISION:

     In the third  quarter  of 1997,  the TC unit began  reporting  to the Chief
     Executive  Officer of AEB. It had previously  been part of the Stored Value
     Group of TRS. 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.


                          SECOND QUARTER 1998 OVERVIEW
                               CORPORATE AND OTHER


o    The 2Q `98 net operating  expense was $41MM  compared with $38MM in 2Q `97,
     reflecting higher interest and compensation-related expenses.

                                       2
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1998 OVERVIEW
                            TRAVEL RELATED SERVICES
<TABLE>
<CAPTION>
(preliminary)                  STATEMENT OF INCOME
                        (unaudited, managed asset basis)

                                                Quarter Ended   Percentage
(millions)                                         June 30,      Inc/(Dec)
                                             ------------------ ----------
                                               1998       1997
                                               ----       ----
<S>                                          <C>       <C>         <C>
Net revenues:
     Discount revenue                        $1,525    $1,407         8%
     Net card fees                              393       404        (3)
     Travel commissions and fees                403       381         6
     Other revenues                             536       493         9
     Lending:
          Finance charge revenue                595       505        18
          Interest expense                      197       171        15
                                             ------    ------
               Net finance charge revenue       398       334        19
                                             ------    ------
          Total net revenues                  3,255     3,019         8
                                             ------    ------
Expenses:
     Marketing and promotion                    239       233         2
     Provision for losses and claims:
          Charge card                           307       313        (2)
          Lending                               251       203        23
          Other                                  11        15       (22)
                                             ------    ------
               Total                            569       531         7
                                             ------    ------
     Charge card interest expense               259       237        10
     Human resources                            843       764        10
     Other operating expenses                   799       794         1
                                             ------    ------
          Total expenses                      2,709     2,559         6
                                             ------    ------
Pretax income                                   546       460        19
Income tax provision                            186       155        20
                                             ------    ------
Net income                                     $360      $305        18
                                             ======    ======
</TABLE>

o    Revenues  benefited  from  higher  worldwide  billed  business,  growth  in
     cardmember loans outstanding, and wider interest margins.

o    Under Statement of Financial Accounting Standards No. 125 (SFAS 125),
     which prescribes the accounting for securitizations, TRS recognized a
     pre-tax gain of $36MM ($23MM after-tax) in 2Q `98 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 $28MM reduction in the Lending Provision for Losses and an
     increase in Other Revenue on the GAAP Statement of Income) and
     corresponding $36MM increase in Marketing and Promotion expenses have been
     eliminated.


o    The pre-tax margin  improved as revenue  growth more than offset  increased
     interest  and human  resource  expenses  and higher  provisions  for credit
     losses.


o    The effective tax rate was 34% in 2Q `98 compared with 34% in 2Q `97 and
     35% in 1Q `98.

                                       3
<PAGE>

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

o    DISCOUNT REVENUE: Higher billed business and a slightly lower discount rate
     resulted in a 8.4% increase in discount revenue.
      -  The average discount rate of 2.72% in 2Q `98 was down 2BP from 2.74% in
         2Q `97 and 1Q `98 due to mix of business variances between the periods.
         -- 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
                                                      June 30,         Inc/(Dec)
                                                -----------------     ----------
                                                 1998       1997
                                                 ----       ----
<S>                                             <C>        <C>           <C>
Card billed business (billions):
     United States                              $41.4      $37.2           11%
     Outside the United States                   15.4       14.7            4
                                                -----      -----
     Total                                      $56.8      $51.9            9
                                                =====      =====

Cards in force (millions):
     United States                               29.6       29.7            -%
     Outside the United States                   14.2       12.6           13
                                                -----      -----
     Total                                       43.8       42.3            4
                                                =====      =====

Basic cards in force (millions):
     United States                               23.3       23.2            1%
     Outside the United States                   11.0        9.7           13
                                                -----      -----
     Total                                       34.3       32.9            4
                                                =====      =====

Spending per basic card in force (dollars) (a):
     United States                             $1,778     $1,612           10%
     Outside the United States                 $1,567     $1,578           (1)
     Total                                     $1,717     $1,602            7

(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 a 9% increase in
         billed business.
         --  U.S. spending per basic card in force increased 10% reflecting
             particularly strong growth in the consumer, small business and
             corporate areas.
         --  Excluding  foreign  exchange  translation,  total  billed  business
             outside the U.S.  grew  approximately  11% versus the  reported 4%,
             reflecting  solid double digit  increases in Europe,  Latin America
             and Canada.  Billed  business  in the  Asia/Pacific  region,  which
             represents less than 10% of the worldwide total, maintained its low
             single digit growth rate.  Network  partnership  volumes  continued
             their strong growth  trend.  Per  proprietary  basic card in force,
             spending  outside  the U.S.  increased  5% versus the  reported  1%
             decrease.
         --  The retail category continues to be a strong component of
             worldwide business.
         --  The average airline charge and transaction volume both grew.

      -  Total and basic cards in force growth outside the U.S. was
         particularly strong at 13% 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 3Q `97 decision by AXP and Salomon Smith Barney to cease
              providing AXP cards as part of its FMA account  relationships,
         --   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
                          SECOND QUARTER 1998 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)


o    NET CARD FEES: Declined in line with consumer charge cards and our strategy
     of building the lending  portfolio  through the issuance of low and  no-fee
     credit cards.

     - The average fee per card in force was $38 in 2Q `98 versus $39 in 2Q `97.


o    TRAVEL  COMMISSIONS  AND FEES:  Travel revenues were up 6% on 10% growth in
     sales notwithstanding the economic problems in the Asia/Pacific region. The
     declining revenue earned per dollar of sales (8.2% in 2Q `98 versus 8.5% in
     2Q `97) reflects continued efforts by airlines to reduce distribution costs
     and  by  large  corporate  clients  to  contain  travel  and  entertainment
     expenses.


o    OTHER REVENUES:  Increased 9% reflecting higher fees, e.g.,  assessments on
     card  products,  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 19% as 13% growth in worldwide  lending
     balances was augmented by higher net interest yields on the U.S.  portfolio
     (9.5% in 2Q `98 versus 8.7% in 2Q `97).

      -  The higher yield compared with 2Q `97 was due to changes in the product
         mix and a lower proportion of the portfolio on introductory-rates.  The
         slightly  reduced yield  compared with 9.6% in 1Q `98 reflects  balance
         transfer and other acquisition efforts during the second quarter.


o    MARKETING AND PROMOTION EXPENSES: On a GAAP basis,  Marketing and Promotion
     expenses  increased  18% due to  stepped up media  advertising  activities,
     higher  merchant-related  cooperative  advertising costs, and greater Small
     Business  Services  card and  balance  acquisition  efforts.  On a "Managed
     Asset"  Statement  of  Income  basis,   Marketing  and  Promotion  expenses
     increased 2% reflecting the  elimination of expenses  corresponding  to the
     SFAS 125 gain.


o    CHARGE CARD INTEREST  EXPENSE:  Grew 10% as higher billed business  volumes
     versus last year combined with a higher 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 such as Y2K, interactive services and
     customized cardmember rewards.

      -  The employee count at 6/98 of 62,000 was up approximately  2,700 versus
         last  year  due to the  inclusion  of Tax  and  Business  Services  and
         business growth.


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

                                       6
<PAGE>

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

o     CREDIT QUALITY:

      -  Overall, credit quality was stable in the quarter.

      -  The  provision  for losses for charge card  products  was 2% below last
         year as a lower provision rate more than offset higher volumes.

      -  The lending  provision  for losses rose 23% versus 2Q `97 due to growth
         in outstanding loans and increased loss rates.

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

      -  WORLDWIDE CHARGE CARD:

         -- Write-off and past due rates improved versus 2Q `97 and 1Q `98.
<TABLE>
<CAPTION>

                                                          6/98         3/98         6/97
                                                          ----         ----         ----
<S>                                                       <C>          <C>          <C>
               Loss ratio, net of recoveries              0.46%        0.47%        0.50%
               90 days past due as a % of receivables      3.1%         3.4%         3.3%
</TABLE>

         --  Reserves remained strong:
<TABLE>
<CAPTION>

                                                          6/98         3/98         6/97
                                                          ----         ----         ----
<S>                                                     <C>            <C>          <C>
               Reserves (MM)                            $1,015         $967         $976
               % of receivables                            4.3%         4.4%         4.4%
               % of past due accounts                      142%         131%         134%
</TABLE>

      -  U.S. Lending:

         --  The write-off rate increased from 2Q '97 and 1Q `98 as bankruptcies
             rose versus last year, and loans from more recent product offerings
             aged. The past due rate improved versus both periods.
<TABLE>
<CAPTION>
                                                          6/98              3/98          6/97
                                                          ----              ----          ----
<S>                                                        <C>               <C>           <C>
               U. S. write-off rate, net of recoveries     6.6%              6.3%          6.0%
               30 days past due as a % of loans            3.4%              3.6%          3.6%
</TABLE>

         --  U.S. cardmember lending reserves decreased 2% versus 3/98, but
             coverage of past due accounts was stable.
<TABLE>
<CAPTION>

                                                          6/98              3/98          6/97
                                                          ----              ----          ----
<S>                                                       <C>               <C>           <C>
             Reserves (MM)                                $577              $591          $534
             % of total loans                              3.9%              4.2%          4.1%
             % of past due accounts                        115%              117%          113%
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1998 OVERVIEW
                      AMERICAN EXPRESS FINANCIAL ADVISORS

(preliminary)                 STATEMENT OF INCOME
                                  (unaudited)

(millions)                                      Quarter Ended        Percentage
                                                   June 30,           Inc/(Dec)
                                              -----------------      ----------
                                              1998         1997
                                              ----         ----
<S>                                         <C>          <C>            <C>
Revenues:
     Investment income                        $603         $586              3%
     Management and distribution fees          482          360             34
     Other revenues                            197          197              -
                                             -----        -----
          Total revenues                     1,282        1,143             12
                                             -----        -----

Expenses:
     Provision for losses and benefits:
          Annuities                            292          304             (4)
          Insurance                            125          113             10
          Investment certificates               58           58              1
                                             -----        -----
               Total                           475          475              -
     Human resources                           364          294             24
     Other operating expenses                  134          109             23
                                             -----        -----
          Total expenses                       973          878             11
                                             -----        -----
Pretax income                                  309          265             17
Income tax provision                            97           82             18
                                             -----        -----
Net income                                    $212         $183             16
                                             =====        =====
</TABLE>

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

     - Investment income rose due to a larger invested asset pool combined with
       a higher yield
     - The  improvement  in insurance  premiums  included in Other  Revenues was
       offset by the transfer to TRS of Tax & Business Services effective 1/98.
     - Revenue growth, net of provisions, was strong at 21% versus last year.
<TABLE>
<CAPTION>
     - ASSETS OWNED, MANAGED AND ADMINISTERED:
                                                                       Percentage
      (billions)                                         June 30,        Inc/(Dec)
                                                  -------------------- ----------
                                                    1998         1997
                                                    ----         ----
<S>                                               <C>          <C>         <C>
      Assets owned (excluding separate accounts)   $37.2        $35.2         6%
      Separate account assets                       26.6         21.1        26
      Assets managed                               127.0        106.0        20
      Assets administered                           11.2          6.3        80
                                                  ------       ------
               Total                              $202.0       $168.6        20
                                                  ======       ======
</TABLE>

o    Margins improved as revenue increases outpaced higher  compensation-related
     and operating expenses.

o    The effective tax rate remained at 31%, consistent with 1Q `98 and 2Q `97.

o    INVESTMENT INCOME:
     - Average invested assets of $30.9B were up 6% versus $29.2B in 2Q `97.
     - The average yield was 7.9% versus 7.8% in 2Q `97.
     - Insurance spreads were down somewhat from last year, but those for
       annuities were up. Certificate spreads were down substantially  versus 2Q
       `97 due to a product promotion that is expected to run through 3Q `98 and
       the rapid growth of AEB related sales. Spreads on insurance products were
       down from 1Q `98; those for annuities and certificates were up.

                                       7
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND 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%, down
         from last year, and were 159% covered by reserves.
     -   The  SFAS  115  related  mark-to-market  adjustment  on  the  portfolio
         (reported   in  assets   pre-tax)   was  $534MM  at  6/98,   reflecting
         appreciation  during 2Q `98 of $24MM.  As of 6/97,  the  mark-to-market
         adjustment was $251MM.
     -   Unrealized  appreciation  on  securities  held to  maturity  was $670MM
         compared with $346MM at 6/97 and $641MM at 3/98.


o    MANAGEMENT  AND  DISTRIBUTION  FEES:  The increase of 34% was due to higher
     average assets under  management  (including  separate  account assets) and
     distribution  fees from greater  mutual fund sales and asset  levels.  Also
     included  are losses  related to our equity fee hedging  strategy  which is
     accounted for as a contra-fee revenue item for 1998 reporting purposes.
<TABLE>
<CAPTION>
         - Assets Managed:
                                                                    Percentage
          (billions)                             June 30,             Inc/(Dec)
                                            -----------------       ----------
                                              1998      1997
                                              ----      ----

<S>                                         <C>        <C>             <C>
          Assets managed for individuals     $83.0      $66.7           24%
          Assets managed for institutions     44.0       39.3           12
          Separate account assets             26.6       21.1           26
                                            ------     ------
               Total                        $153.6     $127.1           21
                                            ======     ======
</TABLE>

        -- The growth in managed assets since 2Q `97 resulted from $19.3B of
           market appreciation and $7.2B of net new money.
           - During 2Q `98, market appreciation was $1.4B and $3.7B of net new
             managed assets were added, including $1.0B of assets managed by the
             Securities America advisors.

o    PRODUCT SALES:

     - Total advisor cash sales from all products were a record,  up 23% over 2Q
       `97.
     - Mutual fund sales continue at record levels, increasing 34%, with equity,
       bond and money market funds each contributing. All three load categories,
       i.e., front, rear and no, also had improvement versus last year.
     - At approximately 50% of the industry average,  redemption rates continued
       to compare favorably with the competition.
     - Annuity sales were down 26%; sales of insurance products rose 4%.
     - Certificate sales increased 34% from last year, reflecting the effect
       of a rate-oriented product promotion offered to U.S. clients, as well
       as the rapid growth of certificates sold to clients outside the U.S.
       through a new joint venture between AEFA and AEB.
     - Product sales generated through plans stayed strong at 65% of total sales
       in 2Q `98 flat with 66% in 2Q `97.

o    OTHER REVENUES:  Were even with last year as higher life insurance premiums
     were  offset  by the  loss of tax  preparation  fees,  reflecting  the 1/98
     transfer of Tax and Business Services to TRS' Small Business Services unit.

     - Financial Planning fees of $20.9MM were up 37% versus 2Q `97.

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
     unfavorable  claims  experience in the life  insurance  business  line. For
     certificate  products,  a higher  inforce  level and accrual  rate caused a
     greater overall provision.

                                       8
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1998 OVERVIEW
                  AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)



o    HUMAN   RESOURCES:   Expenses   were  up  because  of  larger  field  force
     compensation-related expenses caused by growth in sales and asset levels.

     - BRANDED ADVISOR FORCE:  8,754 at 3/98; +278 advisors, or 3%,
       versus 6/97; up 21 advisors versus 3/98.

       --  We remain optimistic about advisors in the pipeline as applicant
           activity is strong.*

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

       --  Advisor productivity was strong for the quarter.

       --  The  number of clients  and  accounts  per client  were up 7% and 4%,
           respectively,  versus 2Q `97. The client  retention  rate remained at
           95%.


     - TOTAL ADVISOR FORCE:  9,869, including advisors from the 1Q `98
       acquisition of Securities America.


o    OTHER OPERATING  EXPENSES:  The 23% increase reflects the usage of 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 are reported in management and distribution fees.

                                       9
<PAGE>
<TABLE>
<CAPTION>
                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1998 OVERVIEW
                     AMERICAN EXPRESS BANK/TRAVELERS CHEQUE

(preliminary)                 Statement of Income
                                  (unaudited)

(millions)                                        Quarter Ended       Percentage
                                                    June 30,           Inc/(Dec)
                                               ------------------     ----------
                                                 1998       1997
                                                 ----       ----
<S>                                            <C>        <C>             <C>
Net revenues:
     Interest income                             $218       $226            (3)%
     Interest expense                             147        148            (1)
                                               ------      -----
           Net interest income                     71         78            (9)
     TC investment income                          80         83            (3)
     Foreign exchange income                       35         21            68
     Commissions, fees and other revenues          65        100           (35)
                                               ------      -----
          Total net revenues                      251        282           (11)
                                               ------      -----
Expenses:
     Human resources                               79         75             6
     Other operating expenses                     136        133             2
     Provision for losses                          13          8            69
                                               ------      -----
          Total expenses                          228        216             6
                                               ------      -----
Pretax income/ (loss)                              23         66           (65)
Income tax benefit                                (24)        (4)            #
                                               ------      -----
Net income/ (loss)                                $47        $70           (34)
                                               ======      =====
</TABLE>


# Denotes variance in excess of 100%.


o    Revenues  declined 11%. Very 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.  While a much  smaller  portion  of total
     revenues,  AEB's two individual  oriented  businesses,  Private Banking and
     Personal Financial Services, both showed good improvement in the quarter.

     - Net interest  income at AEB was down 9% reflecting a lower loan portfolio
       and increased non-performing loans, principally in Indonesia.

     - TC  investment  income  declined  3% in line with a lower  yield and flat
       average TCs outstanding.

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

o    Human resources and other operating expenses remain controlled.

o    The provision for losses  increased 69%  reflecting  continued  loan growth
     within the Bank's  Personal  Financial  Services  portfolio.  See  separate
     discussion of AEB's Asia/Pacific Exposure.
<TABLE>
<CAPTION>
o AEB's capital ratios remained "well capitalized".

                             6/98       3/98*      6/97      Well-Capitalized
                            ------     ------     ------     ----------------
<S>                          <C>        <C>        <C>            <C>
     Tier 1                   9.2%       9.0%       8.4%           6.0%
     Total                   12.2%      12.2%      11.3%          10.0%
     Leverage Ratio           5.6%       5.1%       5.5%           5.0%
</TABLE>

     *Pro-forma to reflect the April `98 deferred tax asset purchase by
      American Express.

                                       10
<PAGE>

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


o    AEB'S ASIA/PACIFIC EXPOSURE
     ---------------------------

     - AEB had  approximately  $2.4B  outstanding  in loans in the  Asia/Pacific
       region at 6/98,  down from $2.5B at 3/98.  In  addition,  there are other
       banking activities, such as forward contracts,  various contingencies and
       market  placements,   which  added  approximately  $1.3B  to  the  credit
       exposures at quarter end (compared with $1.2B at 3/98).
<TABLE>
<CAPTION>
       ASIA/PACIFIC REGION EXPOSURE BY COUNTRY
       ---------------------------------------
       ($ in billions)

                                         6/98
                        -----------------------------------
                                                                      3/98          12/97
                                                      Total          Total          Total
       Country          Loans        Other**    Exposure***       Exposure       Exposure
       -------          -----        -------    -----------       --------       --------

<S>                      <C>            <C>            <C>            <C>            <C>
       Hong Kong         $1.0           $0.2           $1.2           $1.0           $1.0
       Indonesia          0.4            0.3            0.6            0.8            0.9
       Singapore          0.3            0.2            0.5            0.6            0.6
       Korea              0.1            0.3            0.4            0.5            0.7
       Taiwan             0.3            0.2            0.5            0.4            0.5
       China              0.1              -            0.1            0.1            0.1
       Japan                -            0.1            0.1            0.1            0.2
       Thailand           0.1              -            0.1            0.1            0.1


       Other              0.1            0.1            0.2            0.2            0.2
                         ----           ----           ----           ----           ----

       Total Asia***     $2.4           $1.3           $3.7           $3.7           $4.3
                         ====           ====           ====           ====           ====
</TABLE>
     **  Includes FX and derivatives, net guarantees and contingents, cash,
         placements and securities.
     *** Individual items may not add to totals due to rounding.


o    Total  non-performing  loans for AEB rose from $80MM and $149MM at 6/97 and
     3/98, respectively, to $205MM at 6/98. This increase predominately reflects
     deterioration  in Indonesia  which was  anticipated  within the 1Q `98 loss
     provision.

o    In addition,  other non-performing  assets,  primarily foreign exchange and
     derivatives,  increased from $4MM at 6/97, to $73MM at 6/98.  This was down
     from $102MM at 3/98,  reflecting  some contract  payments,  but more so the
     positive effect of translating  Rupiah  denominated  assets into a stronger
     dollar.
<TABLE>
<CAPTION>
o    Total  reserves  at 6/98 of $350MM are down from $359MM at 3/98 and up from
     $131MM at 6/97 and are allocated as follows:

       (millions)                            6/98       3/98        6/97
                                             ----       ----       ----

<S>                                          <C>        <C>        <C>
       Loans                                 $265       $294       $130
       Other Assets, primarily derivatives     84         59          1
       Other Liabilities                        1          6          -
                                             ----       ----       ----
            Total                            $350       $359       $131
                                             ====       ====       ====
</TABLE>

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

                                       11


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