AMERICAN EXPRESS CO
8-K, 1999-01-27
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): January 25, 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)




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


<PAGE>
Item 5. Other Events

     On January 25, 1999, the Registrant issued a press release announcing its
     1998 fourth quarter and full year earnings and  distributed a 1998 Fourth
     Quarter/Full Year Earnings Supplement. Such press release is filed herein
     as Exhibit 99.1, and such Earnings  Supplement is filed herein as Exhibit
     99.2.

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

        (c)   Exhibits

        99.1  Press release of American Express Company announcing its
              1998 fourth quarter and full year earnings, dated
              January 25, 1999.

        99.2  1998 Fourth Quarter/Full Year 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:   January 26, 1999


<PAGE>
                                 EXHIBIT INDEX


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

99.1          Press release of American Express Company announcing its
              1998 fourth quarter and full year earnings, dated
              January 25, 1999.

99.2          1998 Fourth Quarter/Full Year Earnings Supplement of
              American Express Company.
      

                                                                  EXHIBIT 99.1

  NEW YORK, January 25, 1999 -- American Express Company today reported record
net  income for 1998 of $2.14  billion,  8 percent  higher  than net income of
$1.99 billion a year ago.  Diluted earnings per share rose 12 percent to $4.63
compared with $4.15.  Revenues totaled $19.1 billion,  up 8 percent from $17.8
billion.  The  Company's  return on equity was 24  percent.  The 1998  results
include  several  first-quarter  items:  a credit loss  provision  at American
Express Bank  relating to its  Asia/Pacific  portfolio,  a gain on the sale of
First  Data  Corporation  shares  and a  preferred  dividend  based on  Lehman
Brothers earnings.  Excluding these items, income increased 11 percent to $2.2
billion and diluted earnings per share grew 15 percent to $4.76.

  These results were in line with American Express' long-term targets of 12-15
percent  earnings per share growth and at least 8 percent  growth in revenues,
but were at the low end of the range.  Return on equity exceeded the Company's
long-term target of 18-20 percent.

  For  the  fourth  quarter, American  Express  reported  net  income  of $530
million, up 8 percent from $493  million a  year ago. On  a diluted  per share
basis,  net income increased 12 percent to $1.16 from $1.04 a year ago.

  Travel Related  Services (TRS) reported  record net income for 1998 of $1.36
billion, up 17 percent from $1.16 billion 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,  wider interest  margins and higher travel  commissions and
fees.  Higher spending per cardmember and growth in average cards  outstanding
led to the  increase in billed  business.  Growth in spending  per  Cardmember
resulted from several factors,  including the benefits of rewards programs and
expanded merchant coverage. Growth in billed business continued to support the
Company's  position as the single largest card issuer in the world. The number
of total  cards in force at  year-end  reflects  substantial  growth  in cards
outside the United  States,  offset by the  cancellation  of 1.6 million  U.S.
Government cards,  effective  November 30, 1998, due to the Company's decision
to withdraw from the U.S. Government Card business.

  The increase in billed business was particularly  noteworthy  because of the
slowdown  in many  international  markets,  slower  growth  in the  U.S.  card
industry,  and general  tightening by corporations of travel and entertainment
expenses in the latter half of the year.  The  increase in travel  commissions
and fees is primarily due to  acquisitions  during the year,  which  increased
revenues and expenses, but did not have a material impact on earnings.

  Provisions for losses on charge cards declined as a result of improved  loss
rates.  Provisions  for the lending  portfolio  rose,  primarily  reflecting a
higher level of loans outstanding. Human resource expenses rose, mainly due to
increased  business volumes and acquisitions.  The increase in other operating
expenses resulted in part from the cost of Cardmember loyalty programs.

  TRS reported record fourth quarter net income in 1998 of $326 million,  a 16
percent increase over the $281 million reported a year ago.

  American Express Financial  Advisors (AEFA) reported  record  net income for
1998 of $818 million, up 16 percent from $707 million reported a year ago.

  Revenue and earnings growth  benefited  from higher fee  revenues  due to an
increase in managed assets and sales of mutual funds.  The increase in managed
assets  was aided by low  redemption  rates  relative  to the  industry.  AEFA
reported  record sales of mutual funds and  investment  certificates  in 1998.
Sales of annuities and life and other insurance products declined.

  Human resources expenses  rose,   largely   reflecting   compensation  costs
associated  with higher  sales and asset  levels,  as well as costs to support
business  growth.  Other  operating  expenses  rose,  primarily from increased
spending on technology and other costs related to higher business  volumes and
investments to build the business.

  Assets owned, managed or  administered  increased to  a record $212 billion.
The  number of  financial  advisors,  including  advisors  added  through  the
acquisition  of Securities America,  this year  surpassed 10,000 for the first
time, reaching 10,350 at year-end.

  AEFA reported record fourth quarter net income in 1998 of $209 million, a 14
percent increase over $183 million in 1997.

  American Express Bank/Travelers Cheque (AEB/TC)  reported 1998 net income of
$43 million  compared with $272 million a year ago. The 1998 results include a
$213 million ($138 million  after-tax)  first  quarter  credit loss  provision
related to AEB's business in the Asia/Pacific region,  particularly Indonesia.
The prior  year's  results  included  approximately  $96 million  ($62 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,  fees and other  revenue.  This decline was
partially  offset by higher foreign exchange  trading  revenues,  primarily in
Asia.

  AEB/TC reported fourth quarter 1998 net income of $36 million  compared with
$66 million a year ago.

  Corporate and Other reported 1998 net expenses of $84 million, compared with
$152 million a year ago. The current year includes income of $106 million ($78
million after-tax) in the first quarter representing:  a $60 million gain ($39
million  after-tax) from sales of common stock of First Data Corporation and a
$46 million preferred stock dividend ($39 million after-tax) based on earnings
from Lehman Brothers.  Both years include the Company's share of the Travelers
Inc. net income  participation  under an agreement related to the 1993 sale of
the Shearson Lehman Brothers Division, which was offset by expenses related to
a portion of business building and technology-related initiatives.

  Corporate and Other reported fourth quarter 1998 net expenses of $41 million,
compared with $37 million a year ago.

  American Express Company (http://www.americanexpress.com),  founded in 1850,
is a global travel, financial and network services provider.
<PAGE>
<TABLE>
<CAPTION>
                       American Express Company
                       ------------------------
                           Financial Summary
                           -----------------
                              (Unaudited)
(Dollars in millions)
                                        Quarter Ended
                                         December 31,
                                        -------------  Percentage
                                        1998     1997   Inc/(Dec)
                                        ----     ----  ----------
<S>                                    <C>     <C>      <C>
Revenues by Industry Segment (A)
- --------------------------------
  Travel Related Services              $3,545  $3,236      9.6 %
  American Express Financial Advisors   1,345   1,202     11.9
  American Express Bank/
   Travelers Cheque                       239     283    (15.7)
                                       ------  ------
                                        5,129   4,721      8.6
  Corporate and Other, including
   adjustments and eliminations           (67)    (47)   (42.6)
                                       ------  ------

CONSOLIDATED REVENUES (A)              $5,062  $4,674      8.3
                                       ======  ======

Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services                $483    $439     10.0
  American Express Financial Advisors     304     259     17.3
  American Express Bank/
   Travelers Cheque                         2      59    (95.9)
                                       ------  ------
                                          789     757      4.1
  Corporate and Other                     (76)    (67)   (12.1)
                                       ------  ------

PRETAX INCOME                            $713    $690      3.3
                                       ======  ======

Net Income by Industry Segment
- ------------------------------
  Travel Related Services                $326    $281     15.7
  American Express Financial Advisors     209     183     14.3
  American Express Bank/
   Travelers Cheque                        36      66    (46.0)
                                       ------  ------
                                          571     530      7.5
  Corporate and Other                     (41)    (37)    (7.6)
                                       ------  ------

NET INCOME                               $530    $493      7.5
                                       ======  ======

                                          Year Ended
                                         December 31,
                                         ------------  Percentage
                                         1998    1997   Inc/(Dec)
                                         ----    ----  ----------
Revenues by Industry Segment (A)
- --------------------------------
  Travel Related Services               $13,237  $12,214    8.4 %
  American Express Financial Advisors     5,095    4,599   10.8
  American Express Bank/
   Travelers Cheque                       1,002    1,124  (10.9)
                                        -------  -------
                                         19,334   17,937    7.8
  Corporate and Other, including
   adjustments and eliminations            (202)    (177) (14.1)
                                        -------  -------

CONSOLIDATED REVENUES (A)               $19,132  $17,760    7.7
                                        =======  =======

Pretax Income by Industry Segment
- ---------------------------------
  Travel Related Services                $2,064   $1,785   15.7
  American Express Financial Advisors     1,192    1,022   16.7
  American Express Bank/
    Travelers Cheque                       (129)     249      -
                                        -------  -------
                                          3,127    3,056    2.3
  Corporate and Other                      (202)    (306)  33.9
                                        -------  -------

PRETAX INCOME                            $2,925   $2,750    6.4
                                        =======  =======

Net Income by Industry Segment
- ------------------------------
  Travel Related Services                $1,364   $1,164   17.1
  American Express Financial Advisors       818      707   15.7
  American Express Bank/
   Travelers Cheque                          43      272  (84.2)
                                        -------  -------
                                          2,225    2,143    3.8
  Corporate and Other                       (84)    (152)  44.9
                                        -------  -------

NET INCOME                               $2,141   $1,991    7.5
                                        =======  =======
</TABLE>
(A) Revenues are reported net of interest expense, where
    applicable.


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

                                        Quarter Ended
                                         December 31,
                                       --------------  Percentage
                                       1998      1997   Inc/(Dec)
                                       ----      ----  ----------
<S>                                   <C>       <C>        <C>
EARNINGS PER SHARE

Basic
- -----
  Net Income Per Common Share         $1.18     $1.07      10.3 %
                                      =====     =====
  Average common shares outstanding
     (millions)                       448.7     460.7      (2.6)
                                      =====     =====

Diluted
- -------
  Net Income Per Common Share         $1.16     $1.04      11.5
                                      =====     =====
  Average common shares outstanding
     (millions)                       456.0     475.1      (4.0)
                                      =====     =====

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

                                         Year Ended
                                         December 31,
                                       --------------  Percentage
                                       1998      1997   Inc/(Dec)
                                       ----      ----  ----------
EARNINGS PER SHARE

Basic
- -----
  Net Income Per Common Share         $4.71     $4.29       9.8 %
                                     ======    ======
  Average common shares outstanding
     (millions)                       454.4     464.2      (2.1)
                                     ======    ======

Diluted
- -------
  Net Income Per Common Share         $4.63     $4.15      11.6
                                     ======    ======
  Average common shares outstanding
     (millions)                       462.8     479.2      (3.4)
                                     ======    ======

Cash dividends declared per
  common share                       $0.900    $0.900         -
                                     ======    ======
</TABLE>
<TABLE>
<CAPTION>

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

                                       Quarter Ended
                                        December 31,
                                       -------------   Percentage
                                       1998     1997    Inc/(Dec)
                                       ----     ----    ---------

<S>                                  <C>       <C>      <C>     
Return on Average Equity*              24.0 %    23.5 %       -
Common Shares Outstanding (millions)  450.5     466.4      (3.4)%
Book Value per Common Share:
     Actual                          $21.53    $20.53       4.9 % 
     Pro Forma*                      $20.24    $19.29       4.9 %  
Shareholders' Equity (billions)        $9.7      $9.6       1.3 %  


                                        Year Ended
                                        December 31,
                                       -------------   Percentage
                                       1998     1997    Inc/(Dec)
                                       ----     ----   ----------

Return on Average Equity*              24.0 %    23.5 %      -
Common Shares Outstanding (millions)  450.5     466.4     (3.4)%
Book Value per Common Share:
     Actual                          $21.53    $20.53      4.9 % 
     Pro Forma*                      $20.24    $19.29      4.9 %
Shareholders' Equity (billions)        $9.7      $9.6      1.3 %

</TABLE>

*   Excludes the effect of SFAS No. 115.

<TABLE>
<CAPTION>
                        American Express Company
                        ------------------------
                            Financial Summary
                            -----------------
                               (Unaudited)
(Dollars in millions)
                                                   Quarter Ended
                                                    December 31,
                                                        1998
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
<S>                                                 <C>   
     Travel Related Services                          $3,545
     American Express Financial Advisors               1,345
     American Express Bank/Travelers Cheque              239
                                                      ------
                                                       5,129
     Corporate and Other,
        including adjustments and eliminations           (67)
                                                      ------

CONSOLIDATED REVENUES (A)                             $5,062
                                                      ======

Pretax Income by Industry Segment
- ---------------------------------
     Travel Related Services                            $483
     American Express Financial Advisors                 304
     American Express Bank/Travelers Cheque                2
                                                      ------
                                                         789
     Corporate and Other                                 (76)
                                                      ------

PRETAX INCOME                                           $713
                                                      ======

Net Income by Industry Segment
- ------------------------------
     Travel Related Services                            $326
     American Express Financial Advisors                 209
     American Express Bank/Travelers Cheque               36
                                                      ------
                                                         571
     Corporate and Other                                 (41)
                                                      ------

NET INCOME                                              $530
                                                      ======

                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------
Revenues by Industry Segment (A)
- --------------------------------
     Travel Related Services                            $3,339
     American Express Financial Advisors                 1,247
     American Express Bank/Travelers Cheque                255
                                                        ------
                                                         4,841
     Corporate and Other,
        including adjustments and eliminations             (54)
                                                        ------

CONSOLIDATED REVENUES (A)                               $4,787
                                                        ======

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

PRETAX INCOME                                             $799
                                                        ======

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

NET INCOME                                                $574
                                                        ======

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

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

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


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

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

PRETAX INCOME                                             $614
                                                        ======

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

NET INCOME                                                $460
                                                        ======

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

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

PRETAX INCOME                                             $690
                                                        ======

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

NET INCOME                                                $493
                                                        ======
</TABLE>

   (A) Revenues are reported net of interest expense, where
       applicable.
<TABLE>
<CAPTION>
 
                       American Express Company
                       ------------------------
                     Financial Summary (continued)
                     -----------------------------
                              (Unaudited)

                                                   Quarter Ended
                                                    December 31,
                                                        1998
                                                   -------------
<S>                                                 <C> 
EARNINGS PER SHARE

Basic
- -----
  Net Income Per Common Share                          $1.18
                                                      ======
  Average common shares outstanding (millions)         448.7
                                                      ======

Diluted
- -------
  Net Income Per Common Share                          $1.16
                                                      ======
  Average common shares outstanding (millions)         456.0
                                                      ======

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


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

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

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

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

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

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

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

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


                                                   Quarter Ended
                                                      March 31,
                                                        1998
                                                    ------------
EARNINGS PER SHARE

Basic 
- -----
  Net Income Per Common Share                           $1.00
                                                       ======
  Average common shares outstanding (millions)          460.7
                                                       ======

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

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


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

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

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

Cash dividends declared per common share               $0.225
                                                       ======
</TABLE>
<TABLE>
<CAPTION>
                  Selected Statistical Information
                  --------------------------------
                            (Unaudited)
                                                   Quarter Ended  
                                                    December 31,
                                                        1998
                                                   -------------
<S>                                            <C>  
Return on Average Equity*                                24.0%
Common Shares Outstanding (millions)                    450.5
Book Value per Common Share:
     Actual                                            $21.53
     Pro Forma*                                        $20.24
Shareholders' Equity (billions)                          $9.7  


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

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


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

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

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

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


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

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

</TABLE>
* Excludes the effect of SFAS No. 115.
<TABLE>
<CAPTION>

(Preliminary)          Travel Related Services
                       -----------------------
                          Statement of Income
                          -------------------
                             (Unaudited)
(Dollars in millions)
                                      Quarter Ended
                                       December 31,
                                      -------------    Percentage
                                      1998     1997     Inc/(Dec)
                                      ----     ----    ----------
<S>                               <C>      <C>           <C>  
Net Revenues:
  Discount Revenue                  $1,639   $1,530        7.1 %
  Net Card Fees                        398      397        0.2
  Travel Commissions and Fees          452      402       12.5
  Other Revenues                       687      573       20.1
  Lending:
    Finance Charge Revenue             535      487        9.8
    Interest Expense                   166      153        8.2
                                    ------   ------
      Net Finance Charge Revenue       369      334       10.5
                                    ------   ------
    Total Net Revenues               3,545    3,236        9.6
                                    ------   ------
Expenses:
  Marketing and Promotion              301      309       (2.6)
  Provision for Losses and Claims:
    Charge Card                        100      201      (50.4)
    Lending                            293      239       22.4
    Other                               14       14        6.5
                                    ------   ------
      Total                            407      454      (10.3)
                                    ------   ------
  Charge Card Interest Expense         211      213       (1.3)
  Net Discount Expense                 185      139       33.2
  Human Resources                      990      805       23.0
  Other Operating Expenses             968      877       10.4
                                    ------   ------
    Total Expenses                   3,062    2,797        9.5
                                    ------   ------
Pretax Income                          483      439       10.0
Income Tax Provision                   157      158       (0.3)
                                    ------   ------
Net Income                            $326     $281       15.7
                                    ======   ======


                                       Year Ended
                                       December 31,
                                      -------------    Percentage
                                      1998     1997     Inc/(Dec)
                                      ----     ----    ----------
Net Revenues:
  Discount Revenue                  $6,115   $5,666        7.9 %
  Net Card Fees                      1,587    1,604       (1.0)
  Travel Commissions and Fees        1,647    1,489       10.7
  Other Revenues                     2,534    2,211       14.6
  Lending:
    Finance Charge Revenue           2,007    1,848        8.6
    Interest Expense                   653      604        8.2
                                    ------   ------
      Net Finance Charge Revenue     1,354    1,244        8.8
                                    ------   ------
    Total Net Revenues              13,237   12,214        8.4
                                    ------   ------
Expenses:
  Marketing and Promotion            1,130    1,027       10.1
  Provision for Losses and Claims:
    Charge Card                        701      858      (18.3)
    Lending                            922      817       12.9
    Other                               56       57       (1.3)
                                    ------   ------
      Total                          1,679    1,732       (3.0)
                                    ------   ------
  Charge Card Interest Expense         809      743        8.9
  Net Discount Expense                 665      597       11.4
  Human Resources                    3,544    3,076       15.2
  Other Operating Expenses           3,346    3,254        2.8
                                    ------   ------
    Total Expenses                  11,173   10,429        7.1
                                    ------   ------
Pretax Income                        2,064    1,785       15.7
Income Tax Provision                   700      621       12.9
                                    ------   ------
Net Income                          $1,364   $1,164       17.1
                                    ======   ======
</TABLE>
<TABLE>
<CAPTION>

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

(Dollars in millions)
                                      Quarter Ended
                                       December 31,
                                      -------------    Percentage
                                      1998     1997     Inc/(Dec)
                                      ----     ----    ----------
<S>                               <C>      <C>          <C>  
Net Revenues:
  Discount Revenue                  $1,639   $1,530        7.1 %
  Net Card Fees                        398      398          -
  Travel Commissions and Fees          452      402       12.5
  Other Revenues                       617      516       19.8
  Lending:
    Finance Charge Revenue             655      574       14.3
    Interest Expense                   211      186       13.6
                                    ------   ------
      Net Finance Charge Revenue       444      388       14.6
                                    ------   ------
    Total Net Revenues               3,550    3,234        9.8
                                    ------   ------
Expenses:
  Marketing and Promotion              301      309       (2.6)
  Provision for Losses and Claims:
    Charge Card                        192      255      (24.5)
    Lending                            331      269       22.8
    Other                               14       14        6.5
                                    ------   ------
      Total                            537      538          -
                                    ------   ------
  Charge Card Interest Expense         271      266        1.7
  Human Resources                      990      805       23.0
  Other Operating Expenses             968      877       10.4
                                    ------   ------
    Total Expenses                   3,067    2,795        9.8
                                    ------   ------
Pretax Income                          483      439       10.0
Income Tax Provision                   157      158       (0.3)
                                    ------   ------
Net Income                            $326     $281       15.7
                                    ======   ======

                                       Year Ended
                                       December 31,
                                      -------------    Percentage
                                      1998     1997     Inc/(Dec)
                                      ----     ----    ----------
Net Revenues:
  Discount Revenue                  $6,115   $5,666        7.9 %
  Net Card Fees                      1,584    1,609       (1.6)
  Travel Commissions and Fees        1,647    1,489       10.7
  Other Revenues                     2,225    2,002       11.3
  Lending:
    Finance Charge Revenue           2,470    2,105       17.4
    Interest Expense                   810      694       17.0
                                    ------   ------
      Net Finance Charge Revenue     1,660    1,411       17.6
                                    ------   ------
    Total Net Revenues              13,231   12,177        8.7
                                    ------   ------
Expenses:
  Marketing and Promotion            1,094      990       10.6
  Provision for Losses and Claims:
    Charge Card                        994    1,105      (10.0)
    Lending                          1,093      937       16.6
    Other                               56       57       (1.3)
                                    ------   ------
      Total                          2,143    2,099        2.1
                                    ------   ------
  Charge Card Interest Expense       1,040      973        6.9
  Human Resources                    3,544    3,076       15.2
  Other Operating Expenses           3,346    3,254        2.8
                                    ------   ------
    Total Expenses                  11,167   10,392        7.5
                                    ------   ------
Pretax Income                        2,064    1,785       15.7
Income Tax Provision                   700      621       12.9
                                    ------   ------
Net Income                          $1,364   $1,164       17.1
                                    ======   ======
</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 No. 
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 1998 or 1997.  For purposes of this presentation such
gains and the corresponding increases in Marketing and Promotion
expenses have been eliminated in the years ended December 31, 
1998 and 1997.

<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)

                                       Quarter Ended
                                        December 31,
                                      --------------   Percentage
                                      1998      1997    Inc/(Dec)
                                      ----      ----   ----------
<S>                                 <C>       <C>       <C>
Total Cards in Force (millions):
  United States                       27.8      29.6      (6.1)%
  Outside the United States           14.9      13.1      14.1
                                     -----     -----
    Total                             42.7      42.7       0.1
                                     =====     =====
Basic Cards in Force (millions):
  United States                       21.7      23.3      (6.9)
  Outside the United States           11.5      10.0      15.2
                                     -----     -----
    Total                             33.2      33.3      (0.2)
                                     =====     =====
Card Billed Business:
  United States                      $44.2     $40.7       8.7
  Outside the United States           17.2      16.0       7.3
                                     -----     -----
    Total                            $61.4     $56.7       8.3
                                     =====     =====

Average Discount Rate*                2.72 %    2.73 %       -
Average Basic Cardmember
Spending (dollars)*                 $1,861    $1,731       7.5
Average Fee per Card (dollars)*        $38       $38         -

Travel Sales                          $5.6      $4.8      16.5
Travel Commissions and Fees/Sales**    8.1 %     8.4 %       -

Total Debt                           $28.0     $26.9       4.0
Shareholder's Equity                  $4.9      $4.6       6.1
Return on Average Equity***           27.8 %    25.1 %       -
Return on Average Assets***            3.3 %     3.0 %       -


                                         Year Ended
                                         December 31,
                                        ------------- Percentage
                                        1998    1997   Inc/(Dec)
                                        ----    ----  ----------
Total Cards in Force (millions):
  United States                         27.8    29.6      (6.1)%
  Outside the United States             14.9    13.1      14.1
                                       -----   -----
    Total                               42.7    42.7       0.1
                                       =====   =====
Basic Cards in Force (millions):
  United States                         21.7    23.3      (6.9)
  Outside the United States             11.5    10.0      15.2
                                       -----   -----
    Total                               33.2    33.3      (0.2)
                                       =====   =====
Card Billed Business:
  United States                       $165.6  $150.5      10.0
  Outside the United States             61.9    58.7       5.4
                                      ------  ------
    Total                             $227.5  $209.2       8.7
                                      ======  ======

Average Discount Rate*                  2.73 %  2.73 %       -
Average Basic Cardmember
  Spending (dollars)*                 $6,885  $6,473       6.4
Average Fee per Card (dollars)*          $38     $39      (2.6)

Travel Sales                           $19.9   $17.4      14.7
Travel Commissions and Fees/Sales**      8.3 %   8.6 %       -

Total Debt                             $28.0   $26.9       4.0
Shareholder's Equity                    $4.9    $4.6       6.1
Return on Average Equity***             27.8 %  25.1 %       -
Return on Average Assets***              3.3 %   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 No. 115.

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

(Amounts in billions, except percentages and where indicated)

                                       Quarter Ended
                                        December 31,
                                       -------------   Percentage
                                        1998    1997    Inc/(Dec)
                                        ----    ----   ----------
<S>                                  <C>      <C>        <C>
Owned and Managed Charge Card
 Receivables:
  Total Receivables                    $24.0   $23.5       2.1 %
  90 Days Past Due as a % of Total       2.7 %   3.1 %       -
  Loss Reserves (millions)              $897    $951      (5.6)
    % of Receivables                     3.7 %   4.0 %       -
    % of 90 Days Past Due                138 %   132 %       -
  Net Loss Ratio                        0.42 %  0.49 %       -

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                          $16.7   $14.6      14.9
  Past Due Loans as a % of Total:
    30-89 Days                           2.2 %   2.4 %       -
    90+ Days                             0.9 %   1.1 %       -
  Loss Reserves (millions):
    Beginning Balance                   $579    $556       4.1
      Provision                          285     247      15.5
      Net Charge-Offs/Other             (245)   (214)     14.8
                                       ------  ------
    Ending Balance                      $619    $589       5.1
                                       ======  =====
    % of Loans                           3.7 %   4.0 %       -
    % of Past Due                        120 %   116 %       -
   Average Loans                       $15.9   $13.9      14.9
   Net Write-Off Rate                    6.2 %   6.3 %       -
   Net Interest Yield                    9.5 %   9.4 %       -
</TABLE>
<TABLE>
<CAPTION>
                                        Year Ended
                                       December 31,
                                      -------------    Percentage
                                      1998     1997     Inc/(Dec)
                                      ----     ----    ----------
<S>                                  <C>      <C>        <C>
Owned and Managed Charge Card
 Receivables:
  Total Receivables                  $24.0    $23.5        2.1 %
  90 Days Past Due as a % of Total     2.7 %    3.1 %        -
  Loss Reserves (millions)            $897     $951       (5.6)
    % of Receivables                   3.7 %    4.0 %        -
    % of 90 Days Past Due              138 %    132 %        -
  Net Loss Ratio                      0.46 %   0.50 %        -

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                        $16.7    $14.6       14.9
  Past Due Loans as a % of Total:
    30-89 Days                         2.2 %    2.4 %        -
    90+ Days                           0.9 %    1.1 %        -
  Loss Reserves (millions):
    Beginning Balance                 $589     $488       20.8
      Provision                        961      867       10.8
      Net Charge-Offs/Other           (931)    (766)      21.6
                                     ------   ------
    Ending Balance                    $619     $589        5.1
                                     ======   ======
    % of Loans                         3.7 %    4.0 %        -
    % of Past Due                      120 %    116 %        -
 Average Loans                       $15.0    $13.3       12.8
 Net Write-Off Rate                    6.4 %    6.0 %        -
 Net Interest Yield                    9.5 %    9.1 %        -
</TABLE>
<TABLE>
<CAPTION>
(Preliminary)             Travel Related Services
                          -----------------------
                             Statement of Income
                             -------------------
                                 (Unaudited)
(Dollars in millions)
                                                   Quarter Ended
                                                    December 31,
                                                        1998
                                                   -------------
<S>                                                  <C>
Net Revenues:
     Discount Revenue                                  $1,639
     Net Card Fees                                        398
     Travel Commissions and Fees                          452
     Other Revenues                                       687
     Lending:
          Finance Charge Revenue                          535
          Interest Expense                                166
                                                       ------
               Net Finance Charge Revenue                 369
                                                       ------
          Total Net Revenues                            3,545
                                                       ------
Expenses:
     Marketing and Promotion                              301
     Provision for Losses and Claims:
          Charge Card                                     100
          Lending                                         293
          Other                                            14
                                                       ------
               Total                                      407
                                                       ------
     Charge Card Interest Expense                         211
     Net Discount Expense                                 185
     Human Resources                                      990
     Other Operating Expenses                             968
                                                       ------
          Total Expenses                                3,062
                                                       ------
Pretax Income                                             483
Income Tax Provision                                      157
                                                       ------
Net Income                                               $326
                                                       ======


                                                   Quarter Ended
                                                   September 30,
                                                        1998
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,522
     Net Card Fees                                        393
     Travel Commissions and Fees                          441
     Other Revenues                                       645
     Lending:
          Finance Charge Revenue                          502
          Interest Expense                                164
                                                       ------
               Net Finance Charge Revenue                 338
                                                       ------
          Total Net Revenues                            3,339
                                                       ------
Expenses:
     Marketing and Promotion                              310
     Provision for Losses and Claims:
          Charge Card                                     148
          Lending                                         224
          Other                                            17
                                                       ------
               Total                                      389
                                                       ------
     Charge Card Interest Expense                         199
     Net Discount Expense                                 170
     Human Resources                                      924
     Other Operating Expenses                             793
                                                       ------
          Total Expenses                                2,785
                                                       ------
Pretax Income                                             554
Income Tax Provision                                      192
                                                       ------
Net Income                                               $362
                                                       ======

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

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

                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   --------------
Net Revenues:
     Discount Revenue                                  $1,530
     Net Card Fees                                        397
     Travel Commissions and Fees                          402
     Other Revenues                                       573
     Lending:
          Finance Charge Revenue                          487
          Interest Expense                                153
                                                       ------
               Net Finance Charge Revenue                 334
                                                       ------
          Total Net Revenues                            3,236
                                                       ------
Expenses:
     Marketing and Promotion                              309
     Provision for Losses and Claims:
          Charge Card                                     201
          Lending                                         239
          Other                                            14
                                                       ------
               Total                                      454
                                                       ------
     Charge Card Interest Expense                         213
     Net Discount Expense                                 139
     Human Resources                                      805
     Other Operating Expenses                             877
                                                       ------
          Total Expenses                                2,797
                                                       ------
Pretax Income                                             439
Income Tax Provision                                      158
                                                       ------
Net Income                                               $281
                                                       ======
</TABLE>
<TABLE>
<CAPTION>
(Preliminary)                Travel Related Services
                             -----------------------
                               Statement of Income
                               -------------------
                         (Unaudited, Managed Asset Basis)

(Dollars in millions)
                                                   Quarter Ended
                                                    December 31,
                                                        1998
                                                    ------------
<S>                                                  <C>
Net Revenues:
     Discount Revenue                                  $1,639
     Net Card Fees                                        398
     Travel Commissions and Fees                          452
     Other Revenues                                       617
     Lending:
          Finance Charge Revenue                          655
          Interest Expense                                211
                                                       ------
               Net Finance Charge Revenue                 444
                                                       ------
          Total Net Revenues                            3,550
                                                       ------
Expenses:
     Marketing and Promotion                              301
     Provision for Losses and Claims:
          Charge Card                                     192
          Lending                                         331
          Other                                            14
                                                       ------
               Total                                      537
                                                       ------
     Charge Card Interest Expense                         271
     Human Resources                                      990
     Other Operating Expenses                             968
                                                       ------
          Total Expenses                                3,067
                                                       ------
Pretax Income                                             483
Income Tax Provision                                      157
                                                       ------
Net Income                                               $326
                                                       ======

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


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

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

                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   -------------
Net Revenues:
     Discount Revenue                                  $1,530
     Net Card Fees                                        398
     Travel Commissions and Fees                          402
     Other Revenues                                       516
     Lending:
          Finance Charge Revenue                          574
          Interest Expense                                186
                                                       ------
               Net Finance Charge Revenue                 388
                                                       ------
          Total Net Revenues                            3,234
                                                       ------
Expenses:
     Marketing and Promotion                              309
     Provision for Losses and Claims:
          Charge Card                                     255
          Lending                                         269
          Other                                            14
                                                       ------
               Total                                      538
                                                       ------
     Charge Card Interest Expense                         266
     Human Resources                                      805
     Other Operating Expenses                             877
                                                       ------
          Total Expenses                                2,795
                                                       ------
Pretax Income                                             439
Income Tax Provision                                      158
                                                       ------
Net Income                                               $281
                                                       ======
</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 No. 125), which prescribes the accounting for securitized
receivables, TRS recognized a pretax gain of $36 million ($23 
million after-tax) in the second quarter of 1998 related to the 
securitization 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 $36 million 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
                                                   December 31,
                                                        1998
                                                  -------------
<S>                                               <C>
Total Cards in Force (millions):
     United States                                      27.8
     Outside the United States                          14.9
                                                       -----
          Total                                         42.7
                                                       =====
Basic Cards in Force (millions):
     United States                                      21.7
     Outside the United States                          11.5
                                                       -----
          Total                                         33.2
                                                       =====
Card Billed Business:
     United States                                     $44.2
     Outside the United States                          17.2
                                                       -----
          Total                                        $61.4
                                                       =====

Average Discount Rate*                                  2.72 %
Average Basic Cardmember
     Spending (dollars)*                              $1,861
Average Fee per Card (dollars)*                          $38

Travel Sales                                            $5.6
Travel Commissions and Fees/Sales**                      8.1 %

Total Debt                                             $28.0
Shareholder's Equity                                    $4.9
Return on Average Equity***                             27.8 %
Return on Average Assets***                              3.3 %

                                                Quarter Ended
                                                 September 30,
                                                      1998
                                                 -------------
Total Cards in Force (millions):
     United States                                      29.5
     Outside the United States                          14.6
                                                      ------
          Total                                         44.1
                                                      ======
Basic Cards in Force (millions):
     United States                                      23.3
     Outside the United States                          11.3
                                                      ------
          Total                                         34.6
                                                      ======
Card Billed Business:
     United States                                     $41.5
     Outside the United States                          15.2
                                                      ------
          Total                                        $56.7
                                                      ======

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

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

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

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

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

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

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

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

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

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

Travel Sales                                            $4.8
Travel Commissions and Fees/Sales**                      8.4 %
 
Total Debt                                             $26.9
Shareholder's Equity                                    $4.6
Return on Average Equity***                             25.1 %
Return on Average Assets***                              3.0 %
</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 No. 115.

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

(Amounts in billions, except percentages and where indicated)

                                                   Quarter Ended
                                                    December 31,
                                                        1998
                                                   -------------
<S>                                                <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $24.0
     90 Days Past Due as a % of Total                    2.7 %
     Loss Reserves (millions)                           $897
          % of Receivables                               3.7 %
          % of 90 Days Past Due                          138 %
     Net Loss Ratio                                     0.42 %

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                       $16.7
     Past Due Loans as a % of Total:
          30-89 Days                                     2.2 %
          90+ Days                                       0.9 %
     Loss Reserves (millions):
          Beginning Balance                             $579
               Provision                                 285
               Net Charge-Offs/Other                    (245)
                                                       ------
          Ending Balance                                $619
                                                       ======
          % of Loans                                     3.7 %
          % of Past Due                                  120 %
     Average Loans                                     $15.9
     Net Write-Off Rate                                  6.2 %
     Net Interest Yield                                  9.5 %

                                                 Quarter Ended
                                                 September 30,
                                                      1998
                                                 -------------
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                 $23.3
     90 Days Past Due as a % of Total                    2.7 %
     Loss Reserves (millions)                           $961
          % of Receivables                               4.1 %
          % of 90 Days Past Due                          151 %
     Net Loss Ratio                                     0.48 %

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


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

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

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

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

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

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

<TABLE>
<CAPTION>

(Preliminary)       American Express Financial Advisors
                    -----------------------------------
                            Statement of Income
                            -------------------
                               (Unaudited)
(Dollars in millions)
                                     Quarter Ended
                                      December 31,
                                     -------------    Percentage
                                     1998     1997     Inc/(Dec)
                                     ----     ----    ----------
<S>                                <C>      <C>        <C>
Revenues:
  Investment Income                  $647     $595       8.7 %
  Management and Distribution Fees    476      404      17.8
  Other Revenues                      222      203       9.3
                                    -----    -----
    Total Revenues                  1,345    1,202      11.9
                                    -----    -----
Expenses:
  Provision for Losses and Benefits:
    Annuities                         282      298      (5.1)
    Insurance                         125      121       3.0
    Investment Certificates           101       53      88.5
                                    -----    -----
      Total                           508      472       7.6
  Human Resources                     380      321      18.4
  Other Operating Expenses            153      150       2.0
                                    -----    -----
    Total Expenses                  1,041      943      10.4
                                    -----    -----
Pretax Income                         304      259      17.3
Income Tax Provision                   95       76      24.4
                                    -----    -----
Net Income                           $209     $183      14.3
                                    =====    =====

                                        Year Ended
                                        December 31,
                                       -------------  Percentage
                                       1998     1997   Inc/(Dec)
                                       ----     ----  ----------
Revenues:
  Investment Income                   $2,437   $2,339    4.2 %
  Management and Distribution Fees     1,851    1,486   24.6
  Other Revenues                         807      774    4.3
                                      ------   ------
    Total Revenues                     5,095    4,599   10.8
                                      ------   ------
Expenses:
  Provision for Losses and Benefits:
    Annuities                          1,150    1,214   (5.2)
    Insurance                            489      452    8.2
    Investment Certificates              275      200   37.1
                                      ------   ------
      Total                            1,914    1,866    2.6
  Human Resources                      1,441    1,229   17.3
  Other Operating Expenses               548      482   13.7
                                      ------   ------
    Total Expenses                     3,903    3,577    9.1
                                      ------   ------
Pretax Income                          1,192    1,022   16.7
Income Tax Provision                     374      315   18.8
                                      ------   ------
Net Income                              $818     $707   15.7
                                      ======   ======
</TABLE>
<TABLE>
<CAPTION>
(Preliminary)        American Express Financial Advisors
                     -----------------------------------
                       Selected Statistical Information
                       --------------------------------
                               (Unaudited)

(Dollars in millions, except where indicated)


                                        Quarter Ended
                                         December 31,
                                        -------------  Percentage
                                        1998     1997  Inc/(Dec)
                                        ----     ----  ----------

<S>                                    <C>      <C>       <C>
Revenues, Net of Provisions            $ 838    $ 731     14.6 %
Investments (billions)                 $30.9    $30.7      0.5
Client Contract Reserves (billions)    $30.3    $30.2      0.3
Shareholder's Equity (billions)        $ 4.1    $ 3.7      9.4
Return on Average Equity*               22.5 %   21.8 %      -

Life Insurance in Force (billions)     $81.1    $74.5      8.9
Assets Owned, Managed or
  Administered (billions):
   Assets managed for institutions     $45.9    $40.8     12.4
   Assets owned, managed or
     administered for individuals:
      Owned Assets:
       Separate Account Assets          27.3     23.2     17.8
       Other Owned Assets               37.3     36.6      1.8
                                       -----    -----
         Total Owned Assets             64.6     59.8      8.0
      Managed Assets                    87.9     72.8     20.8
      Administered Assets               14.0      8.4     66.4
                                      ------   ------
        Total                         $212.4   $181.8     16.8
                                      ======   ======

Market Appreciation (Depreciation)
 During the Period:
  Owned Assets:
    Separate Account Assets           $4,288    $(389)       -
    Other Owned Assets                 $(243)     $46        -
  Total Managed Assets               $14,493    $(415)       -

Sales of Selected Products:
  Mutual Funds                        $4,936   $4,563      8.2
  Annuities                             $557     $795    (29.9)
  Investment Certificates               $575     $423     35.8
  Life and Other Insurance Products     $100     $115    (12.8)

Number of Financial Advisors          10,350**  8,776     17.9
Fees From Financial Plans (thousands)$18,359   16,708      9.9
Product Sales Generated from Financial
 Plans as a Percentage of Total Sales   66.8 %   65.3 %      -



                                          Year Ended
                                         December 31,
                                        -------------  Percentage
                                        1998     1997   Inc/(Dec)
                                        ----     ----  ----------

Revenues, Net of Provisions            $3,181  $2,732    16.4 %
Investments (billions)                  $30.9   $30.7     0.5
Client Contract Reserves (billions)     $30.3   $30.2     0.3
Shareholder's Equity (billions)          $4.1    $3.7     9.4
Return on Average Equity*                22.5 %  21.8 %     -

Life Insurance in Force (billions)      $81.1   $74.5      8.9
Assets Owned, Managed or
 Administered (billions):
  Assets managed for institutions      $ 45.9   $40.8     12.4
  Assets owned, managed or
   administered for individuals:
    Owned Assets:
      Separate Account Assets            27.3    23.2     17.8
      Other Owned Assets                 37.3    36.6      1.8
                                        -----   -----
        Total Owned Assets               64.6    59.8      8.0
    Managed Assets                       87.9    72.8     20.8
      Administered Assets                14.0     8.4     66.4
                                       ------   -----
        Total                          $212.4  $181.8     16.8
                                       ======  ======
Market Appreciation (Depreciation)
 During the Period:
  Owned Assets:
   Separate Account Assets             $3,547  $3,170     11.9
   Other Owned Assets                   $(110)   $262        -
  Total Managed Assets                $13,787 $11,735     17.5

Sales of Selected Products:
  Mutual Funds                        $20,766 $17,179     20.9
  Annuities                            $2,559  $3,473    (26.3)
  Investment Certificates              $1,976  $1,194     65.4
  Life and Other Insurance Products      $389    $421     (7.5)

Number of Financial Advisors           10,350** 8,776     17.9
Fees From Financial Plans (thousands) $72,366 $60,809     19.0
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales   65.4 %  65.7 %      -
</TABLE>

* Excluding the effect of SFAS No. 115.
** Includes advisors from the  acquisition  of Securities  America in the first
   quarter of 1998.

<TABLE>
<CAPTION>
(Preliminary)         American Express Financial Advisors
                      -----------------------------------
                             Statement of Income
                             -------------------
                                (Unaudited)
(Dollars in millions)
                                                    Quarter Ended
                                                     December 31,
                                                         1998
                                                    -------------
<S>                                                   <C> 
Revenues:
     Investment Income                                   $647
     Management and Distribution Fees                     476
     Other Revenues                                       222
                                                        -----
          Total Revenues                                1,345
                                                        -----
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       282
          Insurance                                       125
          Investment Certificates                         101
                                                        -----
               Total                                      508
     Human Resources                                      380
     Other Operating Expenses                             153
                                                        -----
          Total Expenses                                1,041
                                                        -----
Pretax Income                                             304
Income Tax Provision                                       95
                                                        -----
Net Income                                               $209
                                                        =====

                                                    Quarter Ended
                                                    September 30,
                                                         1998
                                                    -------------
Revenues:
     Investment Income                                   $573
     Management and Distribution Fees                     476
     Other Revenues                                       198
                                                        -----
          Total Revenues                                1,247
                                                        -----
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       280
          Insurance                                       122
          Investment Certificates                          43
                                                        -----
               Total                                      445
     Human Resources                                      360
     Other Operating Expenses                             134
                                                        -----
          Total Expenses                                  939
                                                        -----
Pretax Income                                             308
Income Tax Provision                                       97
                                                        -----
Net Income                                               $211
                                                        =====

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

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

                                                   Quarter Ended
                                                    December 31,
                                                        1997
                                                   -------------
Revenues:
     Investment Income                                   $595
     Management and Distribution Fees                     404
     Other Revenues                                       203
                                                        -----
          Total Revenues                                1,202
                                                        -----
Expenses:
     Provision for Losses and Benefits:
          Annuities                                       298
          Insurance                                       121
          Investment Certificates                          53
                                                        -----
               Total                                      472
     Human Resources                                      321
     Other Operating Expenses                             150
                                                        -----
          Total Expenses                                  943
                                                        -----
Pretax Income                                             259
Income Tax Provision                                       76
                                                        -----
Net Income                                               $183
                                                        =====
</TABLE>
<TABLE>
<CAPTION>
(Preliminary)         American Express Financial Advisors
                      -----------------------------------
                        Selected Statistical Information
                        --------------------------------
                                  (Unaudited)

(Dollars in millions, except where indicated)
                                                    Quarter Ended
                                                     December 31,
                                                         1998
                                                    -------------
<S>                                               <C> 
Revenues, Net of Provisions                              $838
Investments (billions)                                  $30.9
Client Contract Reserves (billions)                     $30.3
Shareholder's Equity (billions)                          $4.1
Return on Average Equity*                                22.5 %

Life Insurance in Force (billions)                      $81.1
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                    $45.9
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                   27.3
               Other Owned Assets                        37.3
                                                       ------
                    Total Owned Assets                   64.6
          Managed Assets                                 87.9
          Administered Assets                            14.0
                                                       ------
               Total                                   $212.4
                                                       ======
Market Appreciation (Depreciation) During
   the Period:
     Owned Assets:
          Separate Account Assets                      $4,288
          Other Owned Assets                            $(243)
     Total Managed Assets                             $14,493

Sales of Selected Products:
     Mutual Funds                                      $4,936
     Annuities                                           $557
     Investment Certificates                             $575
     Life and Other Insurance Products                   $100

Number of Financial Advisors                           10,350
Fees From Financial Plans (thousands)                 $18,359
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales                66.8 %


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

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

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

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

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


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

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

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

</TABLE>
*  Excluding the effect of SFAS No. 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
                                        December 31,
                                        -------------  Percentage
                                        1998     1997  Inc/(Dec)
                                        ----     ----  ----------
<S>                                   <C>      <C>     <C>
Net Revenues:
  Interest Income                       $210     $223    (6.0) %
  Interest Expense                       136      148    (8.2)
                                       -----    -----
    Net Interest Income                   74       75    (1.6)
  TC Investment Income                    82       80     2.3
  Foreign Exchange Income                 32       38   (16.6)
  Commissions, Fees and Other Revenue     51       90   (43.4)
                                       -----    -----
    Total Net Revenues                   239      283   (15.7)
                                       -----    -----

Expenses:
  Human Resources                         86       82     4.9
  Other Operating Expenses               136      123     9.9
  Provision for Losses                    15       19   (21.5)
                                       -----    -----
    Total Expenses                       237      224     5.9
                                       -----    -----
Pretax Income/(Loss)                       2       59   (95.9)
Income Tax Benefit                       (34)      (7)      #
                                       -----    -----
Net Income                               $36      $66   (46.0)
                                       =====    =====


                                         Year Ended
                                        December 31,
                                        ------------   Percentage
                                        1998    1997   Inc/(Dec)
                                        ----    ----   ----------
Net Revenues:
  Interest Income                       $854    $897     (4.8) %
  Interest Expense                       564     579     (2.6)
                                       -----   -----
    Net Interest Income                  290     318     (8.8)
  TC Investment Income                   330     331     (0.5)
  Foreign Exchange Income                145     101     43.4
  Commissions, Fees and Other Revenue    237     374    (36.6)
                                       -----   -----
    Total Net Revenues                 1,002   1,124    (10.9)
                                       -----   -----

Expenses:
  Human Resources                        322     306      5.0
  Other Operating Expenses               537     517      3.8
  Provision for Losses                   272      52        #
                                       -----   -----
    Total Expenses                     1,131     875     29.2
                                       -----   -----
Pretax Income/(Loss)                    (129)    249        -
Income Tax Benefit                      (172)    (23)       #
                                       -----   -----
Net Income                               $43    $272    (84.2)
                                       =====   =====
</TABLE>

  #   Denotes variance of more than 100%.

<TABLE>
<CAPTION>
(Preliminary)         American Express Bank/Travelers Cheque
                      --------------------------------------
                         Selected Statistical Information
                         --------------------------------
                                   (Unaudited)

(Dollars in billions, except where indicated)

                                        Quarter Ended
                                         December 31,
                                        -------------  Percentage
                                         1998    1997  Inc/(Dec)
                                         ----    ----  ----------
<S>                                     <C>     <C>      <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)    $1,197  $1,248   (4.1) %
Return on Average Common Equity *          4.9 %   28.7 %    -
Return on Average Assets *                0.23 %   1.40 %    -
American Express Bank:
 Total Loans                               $5.6    $6.2   (9.3)
 Total Nonperforming Loans (millions)      $180     $47      #
 Other Nonperforming Assets (millions)      $63     $11      #
 Reserve for Credit Losses (millions)**    $259    $137   89.4
 Loan Loss Reserves as a % of Total Loans   3.8 %   2.1 %    -
 Deposits                                  $8.3    $8.5   (3.0)
 Assets Managed / Administered ***         $6.2    $5.0   24.8
 Assets of Non-Consolidated Joint
    Ventures                               $2.6    $2.4    8.2
 Risk-Based Capital Ratios:
   Tier 1                                   9.8 %  8.8 %    -
   Total                                   12.6 % 12.3 %    -
   Leverage Ratio                           5.5 %  5.3 %    -
Travelers Cheque:
 Sales                                     $5.0    $5.2   (4.3)
 Average Outstanding                       $5.9    $5.7    5.0
 Average Investments                       $5.8    $5.4    7.4
 Tax equivalent yield                       8.8 %   9.2 %    -
</TABLE>
#  Denotes variance of more than 100%.

*  Excludes the effect of SFAS No. 115 for all periods presented.
<TABLE>
<CAPTION>
** Allocation:
<S>                                        <C>     <C> 
    Loans                                  $214    $131
    Other Assets, primarily derivatives      43       6
    Other Liabilities                         2       -
                                          -----   -----
    Total Credit Loss Reserves             $259    $137
                                          =====   =====
</TABLE>

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


<TABLE>
<CAPTION>
                                          Year End
                                         December 31,
                                        -------------  Percentage
                                        1998    1997   Inc/(Dec)
                                        ----    ----   ----------
<S>                                     <C>     <C>      <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)    $1,197  $1,248   (4.1) %
Return on Average Common Equity *           4.9 %  28.7 %    -
Return on Average Assets *                 0.23 %  1.40 %    -
American Express Bank:
 Total Loans                               $5.6    $6.2   (9.3)
 Total Nonperforming Loans (millions)      $180     $47      #
 Other Nonperforming Assets (millions)      $63     $11      #
 Reserve for Credit Losses (millions)**    $259    $137   89.4
 Loan Loss Reserves as a % of Total Loans   3.8 %   2.1 %    -
 Deposits                                  $8.3    $8.5   (3.0)
 Assets Managed / Administered ***         $6.2    $5.0   24.8
 Assets of Non-Consolidated Joint
   Ventures                                $2.6    $2.4    8.2
 Risk-Based Capital Ratios:
   Tier 1                                   9.8 %   8.8 %    -
   Total                                   12.6 %  12.3 %    -
   Leverage Ratio                           5.5 %   5.3 %    -
Travelers Cheque:
 Sales                                    $24.0   $25.0   (3.9)
 Average Outstanding                       $6.0    $5.9    1.1
 Average Investments                       $5.8    $5.6    2.5
 Tax equivalent yield                       9.0 %   9.2 %    -
</TABLE>
#  Denotes variance of more than 100%.

*  Excludes the effect of SFAS No. 115 for all periods presented.
<TABLE>
<CAPTION>

** Allocation:
<S>                                        <C>      <C> 
    Loans                                  $214     $131
    Other Assets, primarily derivatives      43        6
    Other Liabilities                         2        -
                                          -----    -----
    Total Credit Loss Reserves             $259     $137
                                          =====    =====
</TABLE>
***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
                                                     December 31,
                                                         1998
                                                    --------------
<S>                                                    <C>
Net Revenues:
     Interest Income                                     $210
     Interest Expense                                     136
                                                        -----
          Net Interest Income                              74
     TC Investment Income                                  82
     Foreign Exchange Income                               32
     Commissions, Fees and Other Revenue                   51
                                                        -----
          Total Net Revenues                              239
                                                        -----

Expenses:
     Human Resources                                       86
     Other Operating Expenses                             136
     Provision for Losses                                  15
                                                        -----
          Total Expenses                                  237
                                                        -----
Pretax Income/(Loss)                                        2
Income Tax Benefit                                        (34)
                                                        -----
Net Income/(Loss)                                         $36
                                                        =====

                                                   Quarter Ended
                                                   September 30,
                                                         1998
                                                   -------------
Net Revenues:
     Interest Income                                     $217
     Interest Expense                                     143
                                                        ------
          Net Interest Income                              74
     TC Investment Income                                  88
     Foreign Exchange Income                               30
     Commissions, Fees and Other Revenue                   63
                                                        ------
          Total Net Revenues                              255
                                                        ------

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

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

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

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

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

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

<TABLE>
<CAPTION>
(Preliminary)       American Express Bank/Travelers Cheque
                    --------------------------------------
                       Selected Statistical Information
                       --------------------------------
                                 (Unaudited)

                                                    Quarter Ended
                                                     December 31,
                                                         1998
                                                    -------------
<S>                                                <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                  $1,197
Return on Average Common Equity *                         4.9 %
Return on Average Assets *                               0.23 %
American Express Bank:
     Total Loans                                         $5.6
     Total Nonperforming Loans (millions)                $180
     Other Nonperforming Assets (millions)                $63
     Reserve for Credit Losses (millions)**              $259
     Loan Loss Reserves as a % of Total Loans             3.8 %
     Deposits                                            $8.3
     Assets Managed / Administered ***                   $6.2
     Assets of Non-Consolidated Joint Ventures           $2.6
     Risk-Based Capital Ratios:****
          Tier 1                                          9.8 %
          Total                                          12.6 %
          Leverage Ratio                                  5.5 %
Travelers Cheque:
     Sales                                               $5.0
     Average Outstanding                                 $5.9
     Average Investments                                 $5.8
     Tax equivalent yield                                 8.8 %

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

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

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

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


 *  Excludes the effect of SFAS No.115 for all periods
    presented.
<TABLE>
<CAPTION>
**  Allocation:
                            Quarter Ended
       ----------------------------------------------------------
       December 31, September 30, June 30, March 31, December 31,
             1998       1998       1998      1998       1997
             ----       ----       ----      ----       ----
<S>          <C>        <C>        <C>       <C>        <C> 
Loans        $214       $279       $265      $294       $131
Other Assets,
 primarily
 derivatives   43         66         84        59          6
Other
 Liabilities    2          3          1         6          -
             ----       ----       ----      ----       ----
Total
 Credit Loss
 Reserves    $259       $348       $350      $359       $137
             ====       ====       ====      ====       ====
</TABLE>
*** Includes assets managed by American Express Financial
    Advisors.

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

<TABLE>
<CAPTION>
                           American Express Bank
                           ---------------------
                       Exposures By Country and Region
                       -------------------------------
                                 (Unaudited)

($ in billions)

                              Net
                           Guarantees         12/31/98   9/30/98
                 FX and        and              Total     Total
Country  Loans Derivatives Contingents Other* Exposure** Exposure**
- -------  ----- ----------- ----------- ------ ---------- --------
<S>        <C>                 <C>       <C>       <C>       <C> 
Hong Kong  $0.9       -        $0.1      $0.1      $1.1      $1.2
Indonesia   0.3       -           -       0.1       0.4       0.5
Singapore   0.4       -         0.1       0.1       0.6       0.6
Korea       0.1       -         0.1       0.2       0.3       0.4
Taiwan      0.4       -         0.1         -       0.5       0.6
China         -       -           -         -         -       0.1
Japan         -       -           -       0.1       0.1       0.1
Thailand      -       -           -         -         -         -
Other       0.1       -           -       0.1       0.1       0.2
           ----    ----        ----      ----     -----     -----
Total Asia/
 Pacific
 Region**   2.1     0.1         0.4       0.6       3.2       3.7
           ----    ----        ----      ----     -----     -----
Chile       0.3       -           -       0.1       0.4       0.5
Brazil      0.3       -           -       0.1       0.4       0.4
Mexico      0.1       -           -         -       0.1       0.1
Peru        0.1       -           -         -       0.1       0.1
Argentina   0.1       -           -         -       0.1       0.1
Other       0.3       -           -       0.1       0.4       0.3
           ----    ----        ----      ----     -----     -----
Total Latin
  America** 1.1       -           -       0.3       1.4       1.6
           ----    ----        ----      ----     -----     -----
India       0.3       -         0.1       0.4       0.8       0.8
Pakistan    0.1       -           -       0.1       0.2       0.2
Other       0.1       -         0.1       0.1       0.2       0.3
           ----    ----        ----      ----     -----     -----
Total Sub
Continent** 0.5       -         0.1       0.6       1.2       1.3
           ----    ----        ----      ----     -----     -----
Egypt       0.5       -           -       0.2       0.7       0.8
Other       0.1       -         0.1       0.1       0.3       0.3
           ----    ----        ----      ----     -----     -----
Total Middle
 East &
  Africa**  0.6       -         0.1       0.3       1.0       1.1
           ----    ----        ----      ----     -----     -----
Total
 Europe***  1.0     0.1         1.1       2.2       4.4       4.5

Total North
 America    0.2     0.1         0.1       1.6       1.9       1.6
           ----    ----        ----      ----     -----     -----
Total World-
  wide**   $5.6    $0.3        $1.8      $5.5     $13.2     $13.8
           ====    ====        ====      ====     =====     =====
</TABLE>
 *  Includes cash, placements and securities.
 ** Individual items may not add to totals due to rounding.
 ***Total exposure at 12/31/98 includes $20 million of exposures
    to Russia, which decreased from $35 million at 9/30/98.





                                                                  EXHIBIT 99.2

                      [Logo of American Express Company]

                         Fourth Quarter/Full Year 1998
                              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") Fourth Quarter and Full Year 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,  including
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>
                           AMERICAN EXPRESS COMPANY
                              FOURTH QUARTER 1998
                                  HIGHLIGHTS


o    4Q `98 EPS and revenue growth of 11.5% and 8.3%, respectively, and ROE of
     24%  were in  line  with  our  financial  targets.  1998  was  the  sixth
     consecutive year AXP met or exceeded its EPS and ROE objectives.

o    Solid performance  was recorded  in a number of  key areas. Compared with
     the fourth quarter of 1997: - Worldwide  billed  business rose 8% despite
     the  slowdown  in international  economies  and  general   tightening  by
     corporations of T&E expenditures;

     -   Worldwide lending balances of $18.3B were up 16%;

     -   Cards in  force  were  flat  versus  last  year  notwithstanding  the
         cancellation  of  1.6MM  U.S. government  cards  as of  11/30/98.  We
         decided  earlier  this year not to pursue  renewal of this marginally
         profitable   account  relationship.  Excluding  the  U.S.  government
         relationship,  total and  basic  cards in  force increased 4% and 5%,
         respectively; and

     -   AEFA assets owned, managed and administered of $212B were 17% higher.

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

     -  Several   proprietary   card  products  were  announced  or introduced:
         --   A new credit card for college students in the U.S.;
         --   An affinity card with the National Restaurant Association in the
              U.S.;
         --   A co-branded Corporate Card with HSBC Bamerindus in Brazil;
         --   The American Express Blue Card (credit) in Israel;
         --   A credit card in India;
         --   The Platinum Card in Singapore and Brazil;
         --   The  American  Express   Aeromexico  Card,  in  green  and  gold
              versions; and
         --   Personal and Gold Small Business Corporate Cards in Greece.

     -   Personal and business  charge cards were launched  through the Global
         Network Services Group's arrangement with K&H Bank in Hungary.

     -   AEB  launched   the   American   Express   World   Express   Fund,  a
         euro-denominated investment fund designed for European customers. AEB
         also began offering retail banking services in India.

     -   Small  Business  Services  signed an  agreement  to acquire  Rockford
         Industries which finances and leases equipment for small businesses.

     -   Tax and Business Services acquired  Altschuler,  Melvoin and Glasser,
         LLP in Chicago. AXP is now the sixth largest  accounting firm in that
         region.

     -   We acquired Travel One, the ninth largest travel agency in the U.S.

     -   AEFA's roll-out of its new PC-based financial planning system
         progressed;  75% of all advisors are now equipped.

     -   American Express Foreign Exchange  Services  introduced a site on the
         Internet that provides a simple,  convenient  and cost  effective way
         for  U.S.  small  and  medium-sized  firms  to  initiate  payment  to
         international vendors in more than 41 foreign currencies,  24 hours a
         day, seven days a week.

     -   We  announced  plans to expand our  automatic  teller machine program
         in the U.S. through the acquisition of 2,740 ATMs from EDS, AmeriCash
         and Zions Bancorporation.

o    Further progress was made during  1998 in broadening  relationships  with
     existing AXP customers:
     -   1998 spending per U.S. cardmember increased 9%.

     -   Over 30% of new AEFA clients are from the cardmember base; and

     - AEFA manufactured  certificates sold by AEB to its international client
       base have exceeded $1B to-date.

                                      1

<PAGE>
<TABLE>
<CAPTION>
                                                  
                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 1998 OVERVIEW
                                 CONSOLIDATED

(millions, except per share amounts)                                  Quarter Ended                        Percentage
                                                                      December 31,                         Inc/(Dec)
                                                        ------------------------------------------      -----------------
<S>                                                              <C>                <C>                        <C> 
                                                                   1998               1997
                                                                   ----               ----

Consolidated revenues                                            $5,062             $4,674                       8.3%
- ---------------------                                            ======             ======

Net income                                                         $530               $493                       7.5%
- -----------                                                        ====               ====

EPS:     Basic                                                    $1.18              $1.07                      10.3%
- ---                                                               =====              =====

         Diluted                                                  $1.16              $1.04                      11.5%
                                                                  =====              =====
</TABLE>
o    CONSOLIDATED REVENUES: Grew 8.3% as the benefits of strong card spending,
     greater loan balances,  higher managed  assets,  and travel  acquisitions
     more  than  compensated  for  last  year's  non-recurring  recoveries  on
     abandoned Travelers Cheque ("TC") property.

o    CONSOLIDATED  EXPENSES:  Increased  9.2% due to higher human resource and
     operating  expenses,  reflecting  travel  acquisitions,  which  increased
     revenues and expenses but did not have a material impact on earnings.

o    SHARE  REPURCHASES:  97.0MM shares have been acquired since the inception
     of repurchase  programs in September, 1994.

<TABLE>
<CAPTION>

                                                                                     Millions of Shares
                                                                 -----------------------------------------------------------
<S>                                                                     <C>                  <C>                <C>  
     -   Average shares:                                                4Q `98               3Q `98             4Q `97
         ---------------                                                ------               ------             ------

         Basic                                                           448.7                451.6              460.7
                                                                         =====                =====              =====
         Diluted                                                         456.0                459.6              475.1
                                                                         =====                =====              =====

     -   Actual shares:
         --------------
         Shares outstanding - beginning of period                        452.3                456.8              465.8
         Repurchase of common shares                                      (2.5)                (5.0)              (4.2)
         Lehman preferred exchange                                           -                    -                4.4
         Employee benefit plans, compensation
            and other                                                      0.7                  0.5                0.4
                                                                       -------              -------                ---
         Shares outstanding - end of period                              450.5                452.3              466.4
                                                                         =====                =====              =====
</TABLE>

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

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

                                      2
<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 1998 OVERVIEW
                            TRAVEL RELATED SERVICES

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

                                                                        Quarter Ended                    Percentage
(millions)                                                               December 31,                    Inc/(Dec)
                                                            -------------------------------------   -------------------
<S>                                                                 <C>                 <C>              <C>
                                                                      1998                1997
                                                                      ----                ----
Net revenues:
     Discount revenue                                               $1,639              $1,530               7%
     Net card fees                                                     398                 398               -
     Travel commissions and fees                                       452                 402              12
     Other revenues                                                    617                 516              20
     Lending:
          Finance charge revenue                                       655                 574              14
          Interest expense                                             211                 186              14
                                                                      ----                 ---
               Net finance charge revenue                              444                 388              15
                                                                      ----                 ---
          Total net revenues                                         3,550               3,234              10
                                                                     -----               -----
Expenses:
     Marketing and promotion                                           301                 309              (3)
     Provision for losses and claims:
          Charge card                                                  192                 255             (25)
          Lending                                                      331                 269              23
          Other                                                         14                  14               7
                                                                    ------                  --
               Total                                                   537                 538               -
                                                                      ----                ----
     Charge card interest expense                                      271                 266               2
     Human resources                                                   990                 805              23
     Other operating expenses                                          968                 877              10
                                                                      ----                 ---
          Total expenses                                             3,067               2,795              10
                                                                     -----               -----
Pretax income                                                          483                 439              10
Income tax provision                                                   157                 158               -
                                                                      ----                ----
Net income                                                            $326                $281              16
                                                                      ====                ====
</TABLE>
o    Revenues  benefited  from higher  worldwide  billed  business,  growth in
     cardmember  loans  outstanding,  the  inclusion  of  travel  acquisitions
     announced  earlier  this  year,  and the  transfer  of Tax  and  Business
     Services (TBS) from AEFA effective 1/98.


o    The pre-tax margin was flat versus last year reflecting the effects of 
     travel acquisitions,  which  increased  revenues and expenses but did not 
     have a material effect on earnings, and the inclusion of TBS.


o    The  effective tax rate was 33% in 4Q `98 compared with 36% in 4Q `97 and
     35% in 3Q `98 as the year-end true-up of the provision  provided a slight
     benefit  in  this  year's  fourth  quarter.  On a full  year  basis,  the
     effective tax rates were 34% in 1998 and 35% in 1997.

                                      3
<PAGE>

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

o    DISCOUNT REVENUE:   Higher  billed business  and a stable  discount  rate
     resulted in a 7% increase in discount revenue.
      -  The average discount rate of 2.72% in 4Q `98 was flat with 3Q `98 and
         down 1BP versus 4Q `97.
         -- 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
                                                                             December 31,                    Inc/(Dec)
                                                                   ----------------------------------    ------------------
                                                                           1998               1997
                                                                           ----               ----
<S>                                                                      <C>                <C>                 <C>
    Card billed business (billions):
         United States                                                    $44.2              $40.7                 9%
         Outside the United States                                         17.2               16.0                 7
                                                                           ----               ----
         Total                                                            $61.4              $56.7                 8
                                                                          =====              =====

    Cards in force (millions):
         United States                                                     27.8               29.6                (6)%
         Outside the United States                                         14.9               13.1                14
                                                                           ----               ----
         Total                                                             42.7               42.7                 -
                                                                           ====               ====

    Basic cards in force (millions):
         United States                                                     21.7               23.3                (7)%
         Outside the United States                                         11.5               10.0                15
                                                                           ----               ----
         Total                                                             33.2               33.3                 -
                                                                           ====               ====

    Spending per basic card in force (dollars) (a):
         United States                                                   $1,937             $1,753                10%
         Outside the United States                                       $1,676             $1,675                 -
         Total                                                           $1,861             $1,731                 8

         (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  average  cards in force  resulted in
         an 8% increase in billed business.
         --  U.S.  spending  per basic card in force  increased 10% reflecting
             continued strong growth in the consumer and small business areas.
             Corporate spending rose  less rapidly than in  recent quarters as
             corporations  maintained  their  tighter  policy   regarding  T&E
             expenditures and  we  felt  the effect  of  the  loss of $3.5B of
             annual charge volume associated with the U.S. government account,
             effective 11/30/98.
         --  Excluding foreign exchange translation:
             -   Total billed business outside the U.S. grew  approximately 8%
                 versus the reported 7%,  reflecting  strong  growth in Canada
                 and Europe,  and single digit improvement in the Asia/Pacific
                 region,  which  represents  less  than  10% of the  worldwide
                 total, and in Latin America.
             -   Spending per  proprietary  basic  card  in force  outside the
                 U.S. increased 1% versus the flat reported comparison.
         -- Network  partnership  volumes sustained their strong growth trend.
         -- The  retail  category  continues  to  be  a  strong  component  of
            worldwide  business growth.
         -- The  average airline  charge decreased,  while transaction  volume
            rose modestly.
      -  CARDS IN FORCE expansion  outside  the U.S. was  particularly  strong
         at 14%, as proprietary  card increases  continued  and a  substantial
         number of  new  network  cards  were added over  the  past year.  The
         decline in the U.S. reflects:
        --The cancellation of 1.6MM U.S. government cards, effective 11/30/98;
        --The cancellation during 1997 and 1998 of  certain poorly  performing
          credit card accounts in conjunction with profitability reviews; and
        --Reduced U.S. consumer card acquisition  activities  due to our shift
          in strategy to expand existing relationships.

                                      4
<PAGE>
                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 1998 OVERVIEW
                       TRAVEL RELATED SERVICES (Cont'd)

o     NET CARD FEES:  Were flat versus  last year as growth in small  business
      and  international  offset a decline in U.S.  consumer  charge  cards in
      force.  The  average  fee per card in force  was $38 in 4Q `98 and in 4Q
      `97.

o     TRAVEL  COMMISSIONS  AND FEES: Were up 12% on 16% growth in travel sales
      driven by recent  acquisitions.  The declining revenue earned per dollar
      of  sales  (8.1% in 4Q `98  versus  8.4% in 4Q `97)  reflects  continued
      efforts  by  airlines  to reduce  distribution  costs  and by  corporate
      clients to contain travel and entertainment expenses.

o     OTHER  REVENUES:  Increased 20% reflecting  higher card  assessments and
      fees,  greater  interest  revenues,   travel   acquisitions,   a  larger
      publishing  contribution,  and the transfer of Tax and Business Services
      from AEFA  effective  1/98.  The revenue  benefit of this  transfer  was
      partially offset by the sale of Epsilon late last year.

o     NET FINANCE CHARGE REVENUE: Rose 15% on 16% growth in worldwide  lending
      balances and flat net interest yields.

      -  The yield on the U.S.  portfolio  was  generally stable at 9.5% in 4Q
         `98 versus  9.4% in 4Q `97 and 9.6% in 3Q `98.

o     MARKETING AND PROMOTION EXPENSES: Declined  3%  on  lower  international
      spending, reflecting economic weakness in various markets.

o     CHARGE CARD INTEREST EXPENSE:  Grew 2% as higher billed business volumes
      versus  last year were  partially  offset by a lower  worldwide  cost of
      funds.

o     HUMAN RESOURCE EXPENSES: Increased 23% versus last year as a result of a
      higher average number of employees, merit increases and greater contract
      programmer costs for technology related projects.

      -  The  employee  count at 12/98 of 69,700 was up  approximately  10,700
         versus  last year and 2,000  versus  3Q `98  primarily  due to travel
         acquisitions,   the  inclusion  of  Tax  and  Business  Services  and
         increased business volumes.

o     OTHER  OPERATING  EXPENSES:  Higher costs related to cardmember  loyalty
      programs,  acquisitions  and  consultants  were partially  offset by the
      benefits of ongoing cost containment efforts.

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

o     CREDIT QUALITY:

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

      -  The  provision for losses for charge card products was 25% below last
         year  as  a  substantially  lower  provision  rate,   reflecting  the
         continuation of historically low credit indicator  levels,  more than
         offset higher volumes.

      -  The lending  provision for losses rose 23% versus 4Q `97 on growth in
         outstanding loans and a more conservative reserve coverage posture.

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

<TABLE>
<CAPTION>
      -  WORLDWIDE CHARGE CARD:
         --  Write-off  rates  improved  versus 4Q `97 and 3Q `98 and past due
             rates remained near historically low levels.

                                                                                 12/98             9/98            12/97
                                                                         -------------     ------------     ------------
<S>                                                                            <C>              <C>              <C>  
             Loss ratio, net of recoveries                                       0.42%            0.48%            0.49%
             90 days past due as a % of receivables                               2.7%             2.7%             3.1%

         --  Reserve  coverage of past due accounts  remained strong despite a
             decline in the reserve balance.

                                                                                 12/98             9/98            12/97
                                                                         --------------    -------------    ------------
             Reserves (MM)                                                       $897             $961             $951
             % of receivables                                                     3.7%             4.1%             4.0%
             % of past due accounts                                               138%             151%             132%

      -  U.S. LENDING:

         -- The write-off and past due rates  improved  versus both 4Q `97 and
            3Q `98.

                                                                                12/98              9/98            12/97
                                                                         -------------    --------------    ------------
             U. S. write-off rate, net of recoveries                              6.2%             6.4%             6.3%
             30 days past due as a % of loans                                     3.1%             3.2%             3.5%

         --  U.S.  cardmember  lending  reserves were up versus both 4Q `97 and 3Q `98 as coverage of past
             due accounts increased.

                                                                                12/98              9/98           12/97
                                                                         -------------     -------------    ------------
             Reserves (MM)                                                       $619             $579             $589
             % of total loans                                                    3.7%              3.8%             4.0%
             % of past due accounts                                              120%              118%             116%
</TABLE>


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

(preliminary)                 Statement of Income
                              -------------------
                                  (unaudited)
(millions)                                                             Quarter Ended                        Percentage
                                                                       December 31,                         Inc/(Dec)
                                                        ----------------------------------------      -------------------
                                                                    1998                   1997
                                                                    ----                   ----
<S>                                                              <C>                    <C>                   <C>
Revenues:
     Investment income                                              $647                   $595                    9%
     Management and distribution fees                                476                    404                   18
     Other revenues                                                  222                    203                    9
                                                                     ---                    ---
          Total revenues                                           1,345                  1,202                   12
                                                                   -----                  -----
Expenses:
     Provision for losses and benefits:
          Annuities                                                  282                    298                   (5)
          Insurance                                                  125                    121                    3
          Investment certificates                                    101                     53                   89
                                                                     ---                     --
               Total                                                 508                    472                    8
     Human resources                                                 380                    321                   18
     Other operating expenses                                        153                    150                    2
                                                                     ---                    ---
          Total expenses                                           1,041                    943                   10
                                                                   -----                    ---
Pretax income                                                        304                    259                   17
Income tax provision                                                  95                     76                   24
                                                                      --                     --
Net income                                                          $209                   $183                   14
                                                                    ====                   ====
</TABLE>

o     Revenue and earnings growth resulted from:

     -   Increased management fees from higher managed asset levels.
     -   Greater distribution  fees  driven by  higher  mutual  fund sales and
         asset levels.
     -   Higher  investment  income from growth in the invested asset pool and
         an increase in the value of options hedging  outstanding stock market
         certificates, partially offset by lower yields.
     -   Higher other  revenues,  as  improvement  in  insurance  premiums was
         moderated  by the transfer  to TRS of  Tax & Business  Services (TBS)
         effective 1/98.

o     Revenues, net of  provisions, rose  15% versus  last year reflecting the
      items above and improved spreads on annuity and insurance products.

o     Margins improved as revenue growth outpaced higher operating expenses.

o     The effective tax rate  was 31%, even  with 3Q `98 but up from 30% in 4Q
     `97.

o    ASSETS OWNED, MANAGED AND ADMINISTERED:
<TABLE>
<CAPTION>
                                                                                                        Percentage
     (billions)                                                       December 31,                       Inc/(Dec)
                                                            ----------------------------------        ----------------
                                                                  1998                 1997
                                                                  ----                 ----
<S>                                                           <C>                   <C>                    <C>
     Assets owned (excluding separate accounts)                  $37.3                 $36.6                  2%
     Separate account assets                                      27.3                  23.2                 18
     Assets managed                                              133.8                 113.6                 18
     Assets administered                                          14.0                   8.4                 66
                                                                  ----                   ---
                    Total                                       $212.4                $181.8                 17
                                                                ======                ======
</TABLE>

o     INVESTMENT INCOME:
     -   Gross investment income growth of 9% reflects a higher invested asset
         pool, an increase in the value of options hedging  outstanding  stock
         market  certificates  and revenues from  prepayments on some mortgage
         and bond obligations.
     -   Average invested assets of $31.3B were up 3% versus $30.3B in 4Q `97.
     -   The average yield was 7.6% versus 7.8% in 4Q `97.
     -   Insurance  and  annuity  spreads  were up  versus  last year and last
         quarter. Certificate spreads were down versus 4Q `97 due to a product
         promotion that ran through 3Q `98 and the rapid growth of AEB related
         sales, but were up somewhat from 3Q `98.

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

o    ASSET QUALITY remains strong.

     -   Non-performing  assets  relative  to  invested  assets were only 0.1%
         and were 338% covered  by reserves.
     -   The SFAS  115  related  mark-to-market  adjustment  on the  portfolio
         (reported in assets  pre-tax)  was $382MM at 12/98  versus  $492MM at
         12/97 and $625MM at 9/98.
     -   Unrealized  appreciation  on  securities  held to maturity was $750MM
         compared with $652MM at 12/97 and $941MM at 9/98.

o    MANAGEMENT AND  DISTRIBUTION  FEES: The increase of 18% was due to higher
     average assets under  management,  distribution  fees from greater mutual
     fund sales and asset levels and service  fees  received  from  Securities
     America planners.
<TABLE>
<CAPTION>
     -  ASSETS MANAGED:
                                                                                                               Percentage
       (billions)                                                                  December 31,                Inc/(Dec)
                                                                         ------------------------------     -----------------
                                                                               1998              1997
                                                                               ----              ----
<S>                                                                           <C>               <C>                <C>
       Assets managed for individuals                                         $87.9             $72.8              21%
       Assets managed for institutions                                         45.9              40.8              12
       Separate account assets                                                 27.3              23.2              18
                                                                               ----              ----
                      Total                                                  $161.1            $136.8              18
                                                                             ======            ======
</TABLE>

        -- The growth in managed  assets since 4Q `97 resulted  from $17.3B of
           market  appreciation  and $7.0B of net new money.
           - During 4Q `98, market  appreciation was  $18.8B  and $2.0B of net
             new managed assets were added.

o        PRODUCT SALES:

     -   Total advisor cash sales from all products grew high single digits as
         sales levels early in the quarter were tempered by market volatility.
     -   Mutual fund sales  increased  8%,  despite  weaker  equity fund sales
         early in the quarter.  Bond and money market fund sales remained very
         strong. No- and rear-load growth outpaced  front-load funds.  Inflows
         for the  quarter  exceeded  redemptions  in both the bond and  equity
         funds.
     -   Redemption rates  continued to be  approximately 50% of the  industry
         level.
     -   Annuity sales were down 30%, as variable annuity sales fell and fixed
         annuity sales continued to be depressed by low interest rates;  sales
         of insurance products decreased 13%.
     -   Certificate  sales  increased 36% from last year reflecting the rapid
         growth of  certificates  sold to clients  outside the U.S.  through a
         joint venture between AEFA and AEB.
     -   Product sales generated  through plans were 67% of total  sales in 4Q
         `98, versus 65% last year.

o    OTHER  REVENUES:  Were  up 9%  as  higher  life  insurance  premiums  and
     financial planning fees were partially offset by the 1/98 transfer of Tax
     and Business Services to TRS.

     -   Financial Planning fees of $18.4MM were up 10% versus 4Q `97.

o    PROVISIONS  FOR LOSSES AND  BENEFITS:  Lower annuity  product  provisions
     resulted from both a smaller  inforce  level and a reduced  accrual rate.
     Insurance  provisions  increased  reflecting a larger  inforce amount and
     higher claims in the life insurance business lines.  Certificate products
     had a higher  inforce  level and  accrual  rate,  primarily  on the stock
     market  certificate  product as a result of the  increase  in the S&P 500
     index.

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

o    HUMAN  RESOURCES:  Expenses  were up 18%  because of larger  field  force
     compensation-related expenses due to growth in sales and asset levels, as
     well as  higher  home  office  expenses  from  higher  average  full-time
     equivalent employees within the client services organization.

     - BRANDED  ADVISOR  FORCE:  9,245 at 12/98;  +469 advisors, or 5%, versus
       12/97; up 313 advisors versus 9/98.

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

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

       --   Advisor  productivity  weakened  somewhat  during  the  quarter as
            efforts were oriented  toward  responding to existing client needs
            in light of the volatile market environment, in particular, during
            October and early November.  Productivity was also affected by the
            roll-out of new PC-based  planning  technology  to the field force
            which necessitates  additional  training time in the short run but
            should provide productivity improvements in the future.*

       --  The number of  clients and accounts  per client  were up 6% and 3%,
           respectively,  versus 4Q `97.  Client retention continued in excess
           of 95%.


     - TOTAL  ADVISOR  FORCE:  10,350,  including  advisors   from  the 1Q `98
       acquisition  of  Securities America.



o    OTHER OPERATING EXPENSES:  The 2% increase reflects an increased usage of
     contract programmers for technology-related initiatives and costs related
     to  higher  business  volumes,  partially  offset  by  lower  advertising
     expenses and the transfer of TBS to TRS.

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

(preliminary)                 Statement of Income
                              -------------------
                                  (unaudited)

(millions)                                                          Quarter Ended                       Percentage
                                                                     December 31,                        Inc/(Dec)
                                                          -----------------------------------      ----------------------
                                                                1998               1997
                                                                ----               ----
<S>                                                           <C>                <C>                          <C> 
Net revenues:
     Interest income                                            $210               $223                         (6)%
     Interest expense                                            136                148                         (8)
                                                               -----              -----
           Net interest income                                    74                 75                         (2)
     TC investment income                                         82                 80                          2
     Foreign exchange income                                      32                 38                        (17)
     Commissions, fees and other revenues                         51                 90                        (43)
                                                              ------             ------
          Total net revenues                                     239                283                        (16)
                                                               -----              -----
Expenses:
     Human resources                                              86                 82                          5
     Other operating expenses                                    136                123                         10
     Provision for losses                                         15                 19                        (22)
                                                             -------             ------
          Total expenses                                         237                224                          6
                                                              ------              -----
Pretax income                                                      2                 59                        (96)
Income tax benefit                                               (34)                (7)                         #
                                                             -------             ------
Net income                                                       $36                $66                        (46)
                                                              ======              =====
</TABLE>
# Denotes variance in excess of 100%.


o    Revenues  declined  16% on  lower  foreign  exchange  trading  levels  by
     clients,  generally  weaker  revenue  throughout  AEB's other  commercial
     businesses in Asia and last year's $24MM of  non-recurring  recoveries on
     abandoned  property related to the TC business  (included in commissions,
     fees and other  revenues).  AEB's  two  individual  oriented  businesses,
     Private Banking and Personal  Financial  Services,  both showed continued
     improvement  in the  quarter as assets  managed,  deposits  and loans all
     grew.

     - Net  interest  income  at AEB was  down  2%  reflecting  a  lower  loan
       portfolio and increased non-performing loans, principally in Indonesia.

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

o    Human  resources  expense  rose  5% from  growth  of  Personal  Financial
     Services and Private Banking. Other operating expenses increased 10% as a
     result of higher TC  selling  and  advertising  costs,  and  expenses  to
     relocate TC management to New York.

o    The  provision  for  losses  decreased  versus  last year  following  the
     significant  1Q `98 provision  for credit losses  related to exposures in
     the Asia/Pacific region, principally in Indonesia.

o    AEB remained "well capitalized".
<TABLE>
<CAPTION>
                                       12/98               9/98             12/97            Well-Capitalized
                                  ----------------    -------------    ---------------    ---------------------
<S>                                   <C>                <C>               <C>                   <C> 
     Tier 1                             9.8%               9.4%              8.8%                  6.0%
     Total                             12.6%              12.2%             12.3%                 10.0%
     Leverage Ratio                     5.5%               5.6%              5.3%                  5.0%
</TABLE>

                                      10
<PAGE>
                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 1998 OVERVIEW
                AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)

o      EXPOSURES

     - AEB had  approximately  $5.6B  outstanding in worldwide  loans at 12/98
       compared to $6.1B at 9/98 and $6.2B at 12/97.  The decline  since 12/97
       resulted from an $800MM decrease in commercial and  correspondent  bank
       loans and a $260MM  increase in  consumer  and  private banking  loans,
       largely in the Asia/Pacific  region. In addition to the loan portfolio,
       there are other banking activities, such as forward contracts,  various
       contingencies and market placements, which added approximately $7.6B to
       the credit exposures at 12/98, compared with $7.7B at 9/98 and $8.1B at
       12/97.
<TABLE>
<CAPTION>
                                                                                 12/31/98
                                                    -------------------------------------------------------------------
                                                                                 Net
                                                                             Guarantees                                   9/30/98
                                                                FX and           and                       Total           Total
       Country                                       Loans    Derivatives    Contingents      Other*    Exposure**      Exposure**
       -------                                       -----    -----------    -----------      ------    ----------      ----------
<S>                                                  <C>           <C>            <C>       <C>           <C>          <C> 
       Hong Kong                                      $0.9              -           $0.1        $0.1          $1.1         $1.2
       Indonesia                                       0.3              -              -         0.1           0.4          0.5
       Singapore                                       0.4              -            0.1         0.1           0.6          0.6
       Korea                                           0.1              -            0.1         0.2           0.3          0.4
       Taiwan                                          0.4              -            0.1           -           0.5          0.6
       China                                             -              -              -           -             -          0.1
       Japan                                             -              -              -         0.1           0.1          0.1
       Thailand                                          -              -              -           -             -           -
       Other                                           0.1              -              -         0.1           0.1          0.2
                                                      ----           ----           ----        ----          ----         ----
           Total Asia/Pacific Region **                2.1           $0.1            0.4         0.6           3.2          3.7
                                                      ----           ----           ----        ----          ----         ----

       Chile                                           0.3              -              -         0.1           0.4          0.5
       Brazil                                          0.3              -              -         0.1           0.4          0.4
       Mexico                                          0.1              -              -           -           0.1          0.1
       Peru                                            0.1              -              -           -           0.1          0.1
       Argentina                                       0.1              -              -           -           0.1          0.1
       Other                                           0.3              -              -         0.1           0.4          0.3
                                                      ----           ----           ----        ----          ----         ----
           Total Latin America **                      1.1              -              -         0.3           1.4          1.6
                                                      ----           ----           ----        ----          ----         ----

       India                                           0.3              -            0.1         0.4           0.8          0.8
       Pakistan                                        0.1              -              -         0.1           0.2          0.2
       Other                                           0.1              -            0.1         0.1           0.2          0.3
                                                      ----           ----           ----        ----          ----         ----
           Total Sub Continent **                      0.5              -            0.1         0.6           1.2          1.3
                                                      ----           ----           ----        ----          ----         ----
       Egypt                                           0.5              -              -         0.2           0.7          0.8
       Other                                           0.1              -            0.1         0.1           0.3          0.3
                                                      ----           ----           ----        ----          ----         ----
           Total Middle East and Africa **             0.6              -            0.1         0.3           1.0          1.1
                                                      ----           ----           ----        ----          ----         ----

           Total Europe ***                            1.0            0.1            1.1         2.2           4.4          4.5

           Total North America                         0.2            0.1            0.1         1.6           1.9          1.6
                                                      ----           ----           ----        ----          ----         ----
       Total Worldwide **                             $5.6           $0.3           $1.8        $5.5         $13.2        $13.8
                                                      ====           ====           ====        ====         =====        =====
</TABLE>
     *   Includes cash, placements and securities.
     **  Individual items may not add to totals due to rounding.
     *** Includes $20MM of exposure to Russia,  which  decreased from $35MM at
         9/98 due to payments received during the quarter.

         Note:  Includes  cross-border  and local  exposure and  does not  net
                local funding or liabilities against any local exposure.

                                      11
<PAGE>
                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 1998 OVERVIEW
                AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)

o    Total non-performing loans for AEB rose to $180MM from $47MM at 12/97 but
     declined  from $239MM at 9/98.  The increase  versus last year  primarily
     reflects  deterioration  in  Indonesia  as well as a few  loans  in other
     emerging markets.  The decrease versus 9/98 reflects  write-offs of loans
     previously reserved for, primarily in Indonesia.

o    Other non-performing assets,  primarily foreign exchange and derivatives,
     increased to $63MM at 12/98 from $11MM at 12/97 but decreased  from $92MM
     at 9/98. The changes  primarily reflect  deterioration  within Indonesian
     contracts  earlier in the year and write-offs  related to these contracts
     in 4Q `98, as anticipated within the 1Q `98 provision.
<TABLE>
<CAPTION>
o    Total  reserves  at 12/98 were  $259MM  compared  with $348MM at 9/98 and
     $137MM at 12/97 and are allocated as follows:

     (millions)                                          12/98           9/98           12/97
                                                     ----------    -----------     -----------

<S>                                                    <C>            <C>             <C>
     Loans                                                $214           $279            $131
     Other Assets, primarily derivatives                    43             66               6
     Other Liabilities                                       2              3               -
                                                          ----           ----            ----
          Total                                           $259           $348            $137
                                                          ====           ====            ====
</TABLE>
     -  The $89MM decrease  versus 9/98 resulted from  write-offs of loans and
        other exposures previously reserved for, primarily in Indonesia.

o    Management  formally reviews the loan portfolio and evaluates credit risk
     throughout the year. Such review takes into  consideration  the financial
     condition of the borrowers,  fair market value of  collateral,  status of
     delinquencies,  historical  loss  experience,  industry  trends,  and the
     impact of current economic conditions. As of December 31, 1998 management
     considers the loan loss reserve to be appropriate.

     The reserve coverage of criticized  exposures in the Asia/Pacific region,
     primarily  Indonesia,  is nearly 2X the regulatory  standards despite the
     substantial  write-offs  taken during the quarter.  The reserve  coverage
     elsewhere is in line with regulatory standards.

                         FOURTH QUARTER 1998 OVERVIEW
                              CORPORATE AND OTHER



o The 4Q `98 net operating expense was $41MM compared with $37MM in 4Q `97.
     -   4Q `98 and 4Q `97 reflect  earnings payouts from the sale of Shearson
         to  Travelers.  These  were  offset  by  costs  associated  with  Y2K
         expenditures  and  other  AXP  initiatives  such  as  global  systems
         development and interactive  customer services in both periods.  1998
         was  the  last  year  AXP was  eligible  to  receive  a  payout  from
         Travelers.

                                      12
<PAGE>
<TABLE>
<CAPTION>
                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                                 CONSOLIDATED

(millions, except per share amounts)                                   Year Ended                          Percentage
                                                                      December 31,                         Inc/(Dec)
                                                        ------------------------------------------      -----------------
                                                                   1998               1997
                                                                   ----               ----
<S>                                                            <C>                <C>                          <C>
Consolidated revenues                                           $19,132            $17,760                        7.7%
- ---------------------                                           =======            =======

Net income:
- ----------
       Before Significant Items                                  $2,201             $1,991                       10.5%
       AEB provision for Asian credit losses                       (138)                 -                          -
       FDC gain                                                      39                  -                          -

       Lehman earnings dividend                                      39                  -                          -
                                                                 ------             ------                           
       Consolidated                                              $2,141             $1,991                        7.5%
                                                                 ======             ======

EPS:
- ---
      Basic    - Before Significant Items                         $4.84              $4.29                       12.8%
                                                                  =====              =====
               - Consolidated                                     $4.71              $4.29                        9.8%
                                                                  =====              =====

      Diluted  - Before Significant Items                         $4.76              $4.15                       14.7%
                                                                  =====              =====
               - Consolidated                                     $4.63              $4.15                       11.6%
                                                                  =====              =====
</TABLE>


o    CONSOLIDATED  REVENUES:  Grew 7.7% reflecting the benefits of strong card
     spending,  greater  loan  balances,  higher  managed  assets,  and travel
     acquisitions,  which were partially  offset by a decline in card fees and
     last year's non-recurring recoveries on abandoned Travelers Cheque ("TC")
     property.

o    CONSOLIDATED  EXPENSES:  Increased  8.0%  due  to  higher  marketing  and
     promotion, human resource and operating expenses, travel acquisitions, as
     well as the 1Q `98 $213MM  provision for credit  losses  related to AEB's
     exposures in the Asia/Pacific region, principally in Indonesia.
<TABLE>
<CAPTION>

o    AVERAGE SHARES:
                                                                            Millions of Shares
                                                                      -----------------------------
                                                                       1998                 1997
                                                                      -----                ------
<S>                                                                   <C>                   <C>  
     Basic                                                            454.4                 464.2
                                                                      =====                 =====
     Diluted                                                          462.8                 479.2
                                                                      =====                 =====

o    ACTUAL SHARE ACTIVITY:

     Shares outstanding - beginning of period                                                
                                                                      466.4                 472.9
     Repurchase of common shares                                      (19.4)                (17.0)
     Lehman preferred stock exchange                                      -                   4.4
     Employee benefit plans, compensation and other                     3.5                   6.1
                                                                      -----                 -----
     Shares outstanding - end of period                               450.5                 466.4
                                                                      =====                 =====
</TABLE>

o    SEGMENT REPORTING REVISION:

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

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

                                      13
<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                            TRAVEL RELATED SERVICES

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

                                                                       Year Ended                          Percentage
(millions)                                                            December 31,                         Inc/(Dec)
                                                        ------------------------------------------      -----------------
                                                                    1998                     1997
                                                                    ----                     ----
<S>                                                             <C>                      <C>                 <C>
Net revenues:
     Discount revenue                                             $6,115                   $5,666               8%
     Net card fees                                                 1,584                    1,609              (2)
     Travel commissions and fees                                   1,647                    1,489              11
     Other revenues                                                2,225                    2,002              11
     Lending:
          Finance charge revenue                                   2,470                    2,105              17
          Interest expense                                           810                      694              17
                                                                     ---                      ---
               Net finance charge revenue                          1,660                    1,411              18
                                                                   -----                    -----
          Total net revenues                                      13,231                   12,177               9
                                                                  ------                   ------
Expenses:
     Marketing and promotion                                       1,094                      990              11
     Provision for losses and claims:
          Charge card                                                994                    1,105             (10)
          Lending                                                  1,093                      937              17
          Other                                                       56                       57              (1)
                                                                --------                 --------
               Total                                               2,143                    2,099               2
                                                                   -----                    -----
     Charge card interest expense                                  1,040                      973               7
     Human resources                                               3,544                    3,076              15
     Other operating expenses                                      3,346                    3,254               3
                                                                   -----                    -----
          Total expenses                                          11,167                   10,392               7
                                                                  ------                   ------
Pretax income                                                      2,064                    1,785              16
Income tax provision                                                 700                      621              13
                                                                     ---                      ---
Net income                                                        $1,364                   $1,164              17
                                                                  ======                   ======
</TABLE>

o    Revenues  benefited  from higher  worldwide  billed  business,  growth in
     cardmember   loans   outstanding,    wider   interest   margins,   travel
     acquisitions,  and the transfer of Tax and Business  Services  (TBS) from
     AEFA effective 1/98.

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  and  $37MM  ($24MM
     after-tax) in 3Q `97  related to the  securitization of U.S. receivables.
     These gains were  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 on the GAAP
     Statement  of Income as a $28MM reduction  in the Lending  Provision  for
     Losses and an increase in  Other Revenue in 2Q '98  and as a reduction in
     the Lending  Provision for Losses in 3Q `97) and  corresponding increases
     in Marketing and Promotion expense have been eliminated.

o    The pre-tax margin improved versus last year despite travel acquisitions,
     which increased  revenues and expenses but did not have a material effect
     on  earnings,  and the  inclusion  of TBS.  The higher  expenses  reflect
     increased human resource,  marketing and promotion and interest expenses,
     as well as  moderately  greater  operating  expenses and  provisions  for
     losses.

o    The tax rate was 34% in 1998 versus 35% in 1997.

                                      14
<PAGE>
                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                       TRAVEL RELATED SERVICES (Cont'd)

o     DISCOUNT REVENUE:  Higher  billed  business and a stable  discount  rate
      resulted in an 8% increase in discount revenue.
      -  The AVERAGE DISCOUNT RATE of 2.73% in 1998 was flat with 1997.
<TABLE>
<CAPTION>

                                                                             Year Ended                  Percentage
                                                                            December 31,                  Inc/(Dec)
                                                                   -------------------------------    ------------------
                                                                            1998             1997
                                                                            ----             ----
<S>                                                                     <C>              <C>                 <C>
     Card billed business (billions):
          United States                                                   $165.6           $150.5              10%
          Outside the United States                                         61.9             58.7               5
                                                                            ----             ----
          Total                                                           $227.5           $209.2               9
                                                                          ======           ======

     Spending per basic card in force (dollars) (a):
          United States                                                   $7,152           $6,568               9%
          Outside the United States                                       $6,229           $6,233               -
          Total                                                           $6,885           $6,473               6
</TABLE>

         (a) Proprietary card activity only.

      -  BILLED BUSINESS:  Higher spending per basic cardmember worldwide (due
         in part to expanded  merchant  coverage  and the  benefits of rewards
         programs)  and  greater  average  cards  in  force  resulted  in a 9%
         increase in billed business.

         --  U.S.  spending  per basic card  in force increased 9%  reflecting
             strong growth in the consumer, corporate and small business areas.
         --  Excluding foreign exchange translation:
             -   Total billed business outside the U.S. grew approximately 10%
                 versus the reported 5%,  reflecting double digit increases in
                 Europe, Canada and Latin America, and low single digit growth
                 in the Asia/Pacific region, which represents less than 10% of
                 the worldwide total.
             -   Spending per proprietary basic card in force outside the U.S.
                 increased 4%.
         --  Network partnership volumes sustained their strong growth trend.
         --  The retail  category  continues  to  be  a  strong  component  of
             worldwide business.
         --  The average airline charge grew slightly and  transaction volumes
             increased modestly.

o     NET CARD FEES:  Lower card fees  resulted  from a continuing  decline in
      consumer  charge cards and the effect of AXP's  strategy of building its
      relationships through the issuance of low- and no-fee credit cards.
      -  The average fee per card in force was $38 in 1998 versus $39 in 1997.

o     TRAVEL  COMMISSIONS AND FEES:  Travel revenues were up 11% on 15% growth
      in sales, primarily driven by acquisitions. The declining revenue earned
      per  dollar  of  sales  (8.3%  in 1998  versus  8.6% in  1997)  reflects
      continued efforts by airlines to reduce  distribution costs and by large
      corporate clients to contain travel and entertainment expenses.

o     OTHER REVENUES: The 11% improvement reflects higher card assessments and
      fees, a greater publishing  contribution,  lower interest revenues,  and
      the transfer of TBS 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 18% on 16% growth in worldwide lending
      balances and higher net interest yields.
      -  The increased  yield on the U.S.  portfolio (9.5% in 1998 versus 9.1%
         in 1997) was due to changes in the product  mix and a  lower  average
         proportion of the portfolio on introductory-rates.

                                      15
<PAGE>
                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                       TRAVEL RELATED SERVICES (Cont'd)

o     MARKETING AND PROMOTION EXPENSES: Increased 11% due to more advertising,
      higher  merchant-related  cooperative advertising costs, and greater SBS
      card and balance acquisition efforts.

o     CHARGE CARD INTEREST EXPENSE: Grew 7% as higher billed business  volumes
      were partially offset by a somewhat lower worldwide cost of funds.

o     HUMAN RESOURCE  EXPENSES:  Increased 15% versus last year as a result of
      higher average employee levels,  principally due to acquisitions,  merit
      increases,  greater  contract  programmer  costs for technology  related
      projects, and larger business volumes.

o     OTHER OPERATING  EXPENSES: Higher costs related to loyalty programs were
      mitigated by the benefits of ongoing cost containment efforts.

o     CREDIT QUALITY:

      -  The  provision  for losses on charge card products was 10% below last
         year as a lower provision rate, reflecting a decline in write-off and
         past due rates, more than offset higher volumes.

      -  The  lending   provision  for  losses  increased  17%  on  growth  in
         outstanding loans.

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

      -  WORLDWIDE CHARGE CARD:

         --  Write-off  rates  declined and past due account  levels  improved
             versus last year.
<TABLE>
<CAPTION>
                                                                       12/98           12/97
                                                                    ------------     -----------
<S>                                                                    <C>            <C>
             Loss Ratio, net of recoveries                              0.46%           0.50%
             90 days past due as a % of receivables                      2.7%            3.1%
</TABLE>

         --  Reserve coverage improved despite a decline in the reserve balance.
<TABLE>
<CAPTION>
                                                                       12/98           12/97
                                                                    ------------     -----------
<S>                                                                    <C>            <C>
             Reserves (MM)                                              $897            $951
             % of receivables                                            3.7%            4.0%
             % of past due accounts                                      138%            132%
</TABLE>

      -  U.S. LENDING:

         --  The net write-off  rate for 1998 was up reflecting a higher level
             of  bankruptcies  and the aging of loans from more recent product
             offerings. Past due account levels declined.
<TABLE>
<CAPTION>
                                                                       12/98           12/97
                                                                    ------------     -----------
<S>                                                                    <C>            <C>
             U. S. write-offs, net of recoveries                         6.4%            6.0%
             30 days past due as a % of loans                            3.1%            3.5%
</TABLE>

         -- Cardmember  lending  reserves  increased as  provisions  more than
            covered charge-offs.
<TABLE>
<CAPTION>
                                                                       12/98          12/97
                                                                    ------------    -----------
<S>                                                                    <C>            <C>
             Reserves (MM)                                              $619            $589
             % of total loans                                            3.7%            4.0%
             % of past due accounts                                     120%             116%
</TABLE>

                                      16
<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                      AMERICAN EXPRESS FINANCIAL ADVISORS


(preliminary)                Statement of Income
                             -------------------
                                  (unaudited)


(millions)                                                            Year Ended                          Percentage
                                                                     December 31,                         Inc/(Dec)
                                                        ----------------------------------------      -------------------
                                                                    1998                   1997
                                                                    ----                   ----
<S>                                                             <C>                    <C>                    <C>
Revenues:
     Investment income                                            $2,437                 $2,339                 4%
     Management and distribution fees                              1,851                  1,486                25
     Other revenues                                                  807                    774                 4
                                                                     ---                    ---
          Total revenues                                           5,095                  4,599                11
                                                                   -----                  -----
Expenses:
     Provision for losses and benefits:
          Annuities                                                1,150                  1,214                (5)
          Insurance                                                  489                    452                 8
          Investment certificates                                    275                    200                37
                                                                     ---                    ---
               Total                                               1,914                  1,866                 3
     Human resources                                               1,441                  1,229                17
     Other operating expenses                                        548                    482                14
                                                                     ---                    ---
          Total expenses                                           3,903                  3,577                 9
                                                                   -----                  -----
Pretax income                                                      1,192                  1,022                17
Income tax provision                                                 374                    315                19
                                                                     ---                    ---
Net income                                                          $818                   $707                16
                                                                    ====                   ====
</TABLE>

o        Revenue and earnings growth reflect:
     -   Increased management fees related to higher managed asset levels.
     -   Greater distribution  fees  driven by  mutual  fund  sales  and asset
         levels.
     -   Modest growth in investment income due to a lower investment yield on
         a slowly expanding owned investment asset pool.
     -   Higher other revenues,  as strong  improvement in insurance  premiums
         was  partially  offset  by the  transfer  to TRS of Tax and  Business
         Services (TBS) effective 1/98.

o    Revenue growth,  net of provisions,  was strong at +16% versus last year,
     reflecting the above items and improved  spreads on annuity and insurance
     products.

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

o        The effective tax rate was 31% in both periods.

o        INVESTMENT INCOME:

     -   Average invested assets of $30.9B rose 4% versus $29.6B in 1997.

     -   The average yield of 7.6% compared with 7.7% last year.

     - Overall,  annuity and insurance  spreads were up versus last year,  but
certificate spreads were down.

                                      17
<PAGE>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                 AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o    MANAGEMENT AND  DISTRIBUTION  FEES: The increase of 25% was due to higher
     average assets under management and distribution fees from greater mutual
     fund asset and sales levels and service  fees  received  from  Securities
     America planners.

     - PRODUCT SALES:

       --  Total advisor cash sales from all products grew 16% versus 1997.

       --  Mutual fund sales were a record, up 21%,  reflecting strong equity,
           fixed  income  and money  market  fund  in-flows.  All  three  load
           categories,   i.e.,  front,   rear  and  no,  posted   double-digit
           improvement versus last year.

       --  Sales of annuity  products were down 26%,  primarily  because fixed
           annuity  sales  were  depressed  by low  interest  rates;  sales of
           insurance products declined 7.5%.

       --  Certificate  sales were a record,  up 65%, 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 joint venture between AEFA and AEB.

       --  Product  sales  generated  through  plans  were  65% of total sales
           compared to 66% last year.


o    OTHER REVENUES: Growth of 4% resulted from higher life insurance premiums
     and  financial  planning  fees,  partially  offset  by  the  loss  of tax
     preparation fees, reflecting the 1/98 transfer of TBS to TRS.

     -  Financial Planning fees of $72.4MM increased 19% versus 1997.


o    PROVISIONS FOR LOSSES AND BENEFITS:  Annuity product provisions were down
     versus last year with lower inforce levels and accrual  rates.  Insurance
     provisions  increased  from  unfavorable  claims  experience  in the life
     insurance business lines, as well as a larger in force level. Certificate
     products had a higher inforce level and accrual rates.


o    HUMAN RESOURCES:  Greater field force compensation-related  expenses from
     growth in sales and asset  levels,  as well as higher  average  full-time
     equivalent  employees  primarily  within  client  services  organization,
     caused costs to rise.


o    OTHER OPERATING EXPENSES:  The 14% increase reflects higher costs related
     to the outsourcing of data processing  support services,  increased usage
     of contract  programmers for  technology-oriented  initiatives,  expanded
     advertising, and business growth.

                                      18
<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 1998 OVERVIEW
                    AMERICAN EXPRESS BANK/TRAVELERS CHEQUE

(preliminary)                 Statement of Income
                                  (unaudited)

(millions)                                                            Year Ended                          Percentage
                                                                     December 31,                         Inc/(Dec)
                                                        ----------------------------------------      -------------------
                                                                    1998                   1997
                                                                    ----                   ----
<S>                                                              <C>                    <C>                 <C> 
Net revenues:
     Interest income                                                $854                   $897                (5)%
     Interest expense                                                564                    579                (3)
                                                                     ---                    ---
           Net interest income                                       290                    318                (9)
     T/C investment income                                           330                    331                (1)
     Foreign exchange income                                         145                    101                43
     Commissions, fees and
          other revenues                                             237                    374               (37)
                                                                     ---                    ---
          Total net revenues                                       1,002                  1,124               (11)
                                                                   -----                  -----

Expenses:
     Human resources                                                 322                    306                 5
     Other operating expenses                                        537                    517                 4
     Provision for losses                                            272                     52                 #
                                                                     ---                    ---
          Total expenses                                           1,131                    875                29
                                                                   -----                    ---
Pretax income/(loss)                                                (129)                   249                 #
Income tax benefit                                                  (172)                   (23)                #
                                                                     ---                    ---
Net income                                                           $43                   $272               (84)
                                                                  ======                   ====
</TABLE>

# Denotes variance in excess of 100%.

o    Revenue  decreased 11% as strong  foreign  exchange  income was more than
     offset by last year's  $96MM 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. AEB's two individual oriented businesses,  Private
     Banking and Personal Financial  Services,  both showed improvement during
     the year as assets managed, deposits, and loans all grew.

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

o    The  provision  for  losses  increased  substantially  due to the  $213MM
     ($138MM  after-tax)  1Q  `98  provision  for  credit  losses  related  to
     exposures in the Asia/Pacific region, principally Indonesia.

                            FULL YEAR 1998 OVERVIEW
                              CORPORATE AND OTHER

o    The 1998 net  operating  expense of $162MM  compared with $152MM in 1997.
     This  excludes  the  1Q  `98  $46MM  ($39MM  after-tax)  Lehman  Brothers
     preferred  dividend  based on its earnings and a $60MM ($39MM  after-tax)
     gain  on the  sales  of a  portion  of  First  Data  Corporation  shares.
     Including  these items,  Corporate  and Other had net expense of $84MM in
     1998.

     -   1998 and 1997 reflect  earnings  payouts from the sale of Shearson to
         Travelers.   These  payouts,  along  with  sales  of  securities  and
         adjustment  of  valuation  allowances  related to  certain  corporate
         assets,  substantially offset costs associated with Y2K expenditures.
         1998 was the last year AXP was  eligible  to  receive  a payout  from
         Travelers.

     -   1997 also included a $7MM  pretax benefit from  the  Lehman  Brothers
         preferred dividend based on its earnings.
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