AMERICAN EXPRESS CO
8-K, 1999-07-29
FINANCE SERVICES
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                       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 29, 1999
                           --------------------------



                            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)



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Item 5. Other Events

     On July 29, 1999 Harvey Golub, Chairman and Chief Executive Officer of the
Registrant, issued a letter to employees relating to the retirement of Richard
Goeltz, Vice Chairman and Chief Financial Officer. Portions of such letter are
filed herein as Exhibit 99.1

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                                    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 29, 1999

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                                  EXHIBIT INDEX


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

99.1          Portions of Harvey Golub's letter to employees dated July 29,
              1999.

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                                                                   EXHIBIT 99.1



NEW YORK, July 29, 1999 --

"I am writing to let you know that Richard Goeltz, vice chairman and chief
financial officer, has informed me of his decision to leave American Express.
After more than 25 years of serving in senior financial positions with a
number of large companies, Richard has decided to retire from corporate life.
While I will miss his advice and counsel, I understand his desire to do other
things after a long and successful corporate career.

"Richard will continue to serve as vice chairman and CFO until a new CFO has
been selected. He will also participate in the recruiting process for his
successor and work to assure a smooth transition. I know Richard will continue
to work in the company's best interests and with the same degree of
extraordinary professionalism and integrity he has always demonstrated. We will
begin an internal and external search for Richard's successor immediately."



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