AMERICAN EXPRESS CO
8-K, 1999-07-28
FINANCE SERVICES
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<PAGE>


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



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

                                    FORM 8-K

                                 CURRENT REPORT


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

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

         Date of Report (Date of earliest event reported): July 26, 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 July 26, 1999, the Registrant issued a press release announcing its
second  quarter  earnings and  distributed a 1999 Second  Quarter  Earnings
Supplement.  Such press release is filed herein as Exhibit  99.1,  and such
Earnings Supplement is filed herein as Exhibit 99.2.

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

        (c)   Exhibits

        99.1  Press release of American Express Company announcing its 1999
              second quarter earnings, dated July 26, 1999.

        99.2  1999 Second Quarter Earnings Supplement of American
              Express Company.


<PAGE>

                                    SIGNATURE




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







                                            AMERICAN EXPRESS COMPANY
                                            (REGISTRANT)



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









DATE:   July 27, 1999
<PAGE>



                                  EXHIBIT INDEX


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

99.1          Press release of American Express Company announcing its 1999
              second quarter earnings, dated July 26, 1999.

99.2          1999 Second Quarter Earnings Supplement of American
              Express Company.



                                                                   EXHIBIT 99.1


NEW YORK, July 26, 1999 -- American Express Company today reported record
quarterly net income of $646 million, up from $578 million in the same period
a year ago. Diluted earnings per share rose 14 percent to $1.41 compared with
$1.24. Net revenues totaled $4.8 billion, up 12 percent from $4.3 billion. The
company's return on equity was 25.3 percent.

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.
Return on equity exceeded the company's long-term target of 18-20 percent. The
1999 second-quarter results reflect strong earnings and revenue growth at
Travel Related Services and American Express Financial Advisors.

Due to a change in accounting rules, the Company is required to capitalize
software costs rather than to expense them as they occur. For the second
quarter of 1999, this amounted to a benefit of $67 million (net of
amortization). This benefit was offset by increased investment spending and
therefore had no material impact on net income.

TRAVEL RELATED SERVICES (TRS) reported record quarterly net income of $411
million, up 14 percent from $360 million in the second quarter a year ago.

TRS' net revenues increased 12 percent from the prior year, reflecting higher
billed business in the United States and internationally, growth in Cardmember
loans and higher travel commissions and fees.

The improvement in billed business resulted from higher spending per
Cardmember, which was based on several factors, including the benefits of
rewards programs and expanded merchant coverage. This growth came despite the
Company's decision last year to withdraw from the U.S. Government card
business, which represented approximately $3.5 billion in annualized spending
and 1.6 million cards. Excluding the loss of the Government card business,
total cards in force rose 1.7 million from a year ago, with about one million
of these cards added in the current quarter. The increase in travel
commissions and fees was driven by acquisitions during the latter part of
1998, which increased revenues and expenses, but did not have a material
effect on earnings. Other revenues also increased, resulting principally from
a higher level of securitized receivables, acquisitions and core business
growth.

The provision for losses on the charge card portfolio rose as a result of
higher volume, partly offset by a continued improvement in credit quality. The
provision for losses on the lending portfolio declined as a result of
securitizing a portion of the portfolio and improved loss rates, which more
than offset the impact of higher loan volumes. Human resources expenses rose,
mainly due to acquisitions and increased business volumes. Other operating
expenses increased due in part to the cost of Cardmember loyalty programs,
business growth and investment spending.

The securitization of credit card receivables produced a gain of $99 million
($64 million after-tax). This gain, and the previously mentioned benefit from
software capitalization, were offset by higher spending on marketing and
promotion related to card acquisition, Internet activities and other business
building initiatives. A similar gain of $36 million ($23 million after-tax) a
year ago was offset by increased spending on marketing and promotion. These
items had no material impact on net income or total expenses in either period.

AMERICAN EXPRESS FINANCIAL ADVISORS (AEFA) reported record quarterly net
income of $242 million, up 14 percent from $212 million reported a year ago.

Net revenues and earnings growth benefited from higher fee revenues due to an
increase in managed assets, reflecting positive net sales and market
appreciation, as well as wider investment margins. AEFA reported record sales
of mutual funds and investment certificates. Sales of life and other insurance
products and annuities increased. Human resources expenses rose, largely
because of compensation costs associated with higher sales and asset levels.
Other operating expenses rose primarily from costs related to higher business
volumes and investments to build the business.

AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (AEB/TC) reported quarterly net income
of $38 million compared with $47 million a year ago. Travelers Cheque results
were in line with the prior year.

Net income declined as a result of lower foreign exchange trading revenues,
primarily in Asia, and higher operating expenses due to costs associated with
new consumer product introductions and realigning business activities in
certain countries.

CORPORATE AND OTHER reported net expenses of $45 million, compared with $41
million a year ago.

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

<TABLE>
<CAPTION>

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

(Dollars in millions)

                                      Quarter Ended
                                         June 30,
                                      -------------   Percentage
                                     1999       1998   Inc/(Dec)
                                     ----       ----   ---------
<S>                               <C>         <C>        <C>
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services           $3,678     $3,270      12.5 %
  American Express Financial
    Advisors                           916        807      13.6
  American Express Bank/
    Travelers Cheque                   259        251       3.0
                                     -----      -----
                                     4,853      4,328      12.1
  Corporate and Other,
    including adjustments
     and eliminations                  (33)       (42)     21.9
                                     -----      -----
CONSOLIDATED NET REVENUES (A)       $4,820     $4,286      12.5
                                     =====      =====

Pretax Income by Segment
- ------------------------
  Travel Related Services             $628       $546      15.0
  American Express Financial
    Advisors                           353        309      14.2
  American Express Bank/
    Travelers Cheque                     6         23     (73.9)
                                       ---        ---
                                       987        878      12.4
  Corporate and Other                  (92)       (78)    (17.1)
                                       ---        ---
PRETAX INCOME                         $895       $800      11.9
                                       ===        ===

Net Income by Segment
- ---------------------
  Travel Related Services             $411       $360      14.0
  American Express Financial
    Advisors                           242        212      14.2
  American Express Bank/
    Travelers Cheque                    38         47     (18.1)
                                       ---        ---
                                       691        619      11.7
  Corporate and Other                  (45)       (41)     (9.4)
                                       ---        ---
NET INCOME                            $646       $578      11.8
                                       ===        ===

<CAPTION>
                                     Six Months Ended
                                         June 30,
                                     ---------------- Percentage
                                     1999       1998   Inc/(Dec)
                                     ----       ----   ---------
<S>                                <C>        <C>       <C>
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services           $7,099     $6,353      11.7 %
  American Express Financial
    Advisors                         1,802      1,541      16.9
  American Express Bank/
    Travelers Cheque                   506        508      (0.6)
                                     -----      -----
                                     9,407      8,402      12.0
  Corporate and Other,
    including adjustments and
      eliminations                     (75)       (82)      8.5
                                     -----      -----
CONSOLIDATED NET REVENUES (A)       $9,332     $8,320      12.2
                                     =====      =====

Pretax Income by Segment
- ------------------------
  Travel Related Services           $1,182     $1,028      15.0
  American Express Financial
    Advisors                           665        580      14.5
  American Express Bank/
    Travelers Cheque                    18       (151)        -
                                     -----      -----
                                     1,865      1,457      28.0
  Corporate and Other                 (178)       (44)        #
                                     -----      -----
PRETAX INCOME                       $1,687     $1,413      19.4
                                     =====      =====

Net Income by Segment
- ---------------------
  Travel Related Services             $774       $676      14.5
  American Express Financial
    Advisors                           456        398      14.5
  American Express Bank/
    Travelers Cheque                    79        (36)        -
                                     -----      -----
                                     1,309      1,038      26.1
  Corporate and Other                  (88)        (1)        #
                                     -----      -----
NET INCOME                          $1,221     $1,037      17.7
                                     =====      =====
</TABLE>

#  Denotes variance of more than 100%.

(A) Net revenues are reported net of interest expense, where
    applicable, and American Express Financial Advisors'
    provision for losses and benefits.


<TABLE>
<CAPTION>

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

                                   Quarter Ended
                                      June 30,
                                   -------------   Percentage
                                   1999     1998   Inc/(Dec)
                                   ----     ----   ---------
<S>                             <C>       <C>      <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share       $1.44    $1.27     13.4 %
                                   ====     ====
  Average common shares
    outstanding (millions)        447.4    456.3     (2.0)
                                  =====    =====

Diluted
- -------
  Earnings Per Common Share       $1.41    $1.24     13.7
                                   ====     ====
  Average common shares
    outstanding (millions)        457.1    465.3     (1.8)
                                  =====    =====

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


<CAPTION>
                                  Six Months Ended
                                       June 30,
                                  ----------------   Percentage
                                   1999      1998    Inc/(Dec)
                                   ----      ----    ----------
<S>                             <C>       <C>         <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share       $2.73     $2.26       20.8 %
                                   ====      ====
  Average common shares
    outstanding (millions)        447.5     458.4       (2.4)
                                  =====     =====

Diluted
- -------
  Earnings Per Common Share       $2.67     $2.22       20.3
                                   ====      ====
  Average common shares
    outstanding (millions)        456.5     467.4       (2.3)
                                  =====     =====

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

<CAPTION>

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


                                      Quarter Ended
                                         June 30,
                                      -------------   Percentage
                                      1999     1998   Inc/(Dec)
                                      ----     ----   ----------
<S>                                <C>       <C>       <C>
Return on Average Equity*            25.3%    23.5%        -
Common Shares
  Outstanding (millions)             449.0    456.8     (1.7)%
Book Value per Common Share:
  Actual                            $21.74   $20.35      6.8 %
  Pro Forma*                        $21.77   $19.11     13.9 %
Shareholders' Equity (billions)       $9.8     $9.3      5.0 %

<CAPTION>
                                     Six Months Ended
                                         June 30,
                                     ----------------  Percentage
                                      1999     1998    Inc/(Dec)
                                      ----     ----    ----------
<S>                                 <C>      <C>       <C>
Return on Average Equity*            25.3%    23.5%         -
Common Shares
  Outstanding (millions)             449.0    456.8      (1.7)%
Book Value per Common Share:
  Actual                            $21.74   $20.35       6.8 %
  Pro Forma*                        $21.77   $19.11      13.9 %
Shareholders' Equity (billions)       $9.8     $9.3       5.0 %

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



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

(Dollars in millions)

                                                   Quarter Ended
                                                      June 30,
                                                        1999
                                                        ----
<S>                                                 <C>
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services                              $3,678
  American Express Financial Advisors                     916
  American Express Bank/Travelers Cheque                  259
                                                        -----
                                                        4,853
  Corporate and Other,
    including adjustments and eliminations                (33)
                                                        -----
CONSOLIDATED NET REVENUES (A)                          $4,820
                                                        =====

Pretax Income by Segment
- ------------------------
  Travel Related Services                                $628
  American Express Financial Advisors                     353
  American Express Bank/Travelers Cheque                    6
                                                          ---
                                                          987
  Corporate and Other                                     (92)
                                                          ---
PRETAX INCOME                                            $895
                                                          ===

Net Income by Segment
- ---------------------
  Travel Related Services                                $411
  American Express Financial Advisors                     242
  American Express Bank/Travelers Cheque                   38
                                                          ---
                                                          691
  Corporate and Other                                     (45)
                                                          ---
NET INCOME                                               $646
                                                          ===


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services                              $3,421
  American Express Financial Advisors                     885
  American Express Bank/Travelers Cheque                  247
                                                        -----
                                                        4,553
  Corporate and Other,
    including adjustments and eliminations                (42)
                                                        -----
CONSOLIDATED NET REVENUES (A)                          $4,511
                                                        =====

Pretax Income by Segment
- ------------------------
  Travel Related Services                                $554
  American Express Financial Advisors                     312
  American Express Bank/Travelers Cheque                   12
                                                          ---
                                                          878
  Corporate and Other                                     (87)
                                                          ---
PRETAX INCOME                                            $791
                                                          ===

Net Income by Segment
- ---------------------
  Travel Related Services                                $363
  American Express Financial Advisors                     214
  American Express Bank/Travelers Cheque                   41
                                                          ---
                                                          618
  Corporate and Other                                     (43)
                                                          ---
NET INCOME                                               $575
                                                          ===


                                                   Quarter Ended
                                                    December 31,
                                                        1998
                                                        ----
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services                               $3,545
  American Express Financial Advisors                      837
  American Express Bank/Travelers Cheque                   239
                                                         -----
                                                         4,621
  Corporate and Other,
    including adjustments and eliminations                 (67)
                                                         -----
CONSOLIDATED NET REVENUES (A)                           $4,554
                                                         =====

Pretax Income by 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 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
                                                       ----
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services                               $3,339
  American Express Financial Advisors                      802
  American Express Bank/Travelers Cheque                   255
                                                         -----
                                                         4,396
  Corporate and Other,
    including adjustments and eliminations                 (54)
                                                         -----
CONSOLIDATED NET REVENUES (A)                           $4,342
                                                         =====

Pretax Income by 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 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
                                                        ----
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services                               $3,270
  American Express Financial Advisors                      807
  American Express Bank/Travelers Cheque                   251
                                                         -----
                                                         4,328
  Corporate and Other,
    including adjustments and eliminations                 (42)
                                                         -----
CONSOLIDATED NET REVENUES (A)                           $4,286
                                                         =====

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


(A) Net revenues are reported net of interest expense, where
    applicable, and American Express Financial Advisors'
    provision for losses and benefits.


<TABLE>
<CAPTION>

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



                                                   Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----
<S>                                                    <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                               $1.44
                                                           ====
  Average common shares outstanding (millions)            447.4
                                                          =====

Diluted
- -------
  Earnings Per Common Share                               $1.41
                                                           ====
  Average common shares outstanding (millions)            457.1
                                                          =====

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


                                                   Quarter Ended
                                                      March 31,
                                                        1999
                                                        ----
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                              $1.28
                                                          ====
  Average common shares outstanding (millions)           447.7
                                                         =====

Diluted
- -------
  Earnings Per Common Share                              $1.26
                                                          ====
  Average common shares outstanding (millions)           456.2
                                                         =====

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



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

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

Diluted
- -------
  Earnings 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
- -----
  Earnings Per Common Share                              $1.27
                                                          ====
  Average common shares outstanding (millions)           451.6
                                                         =====

Diluted
- -------
  Earnings 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
- -----
  Earnings Per Common Share                              $1.27
                                                          ====
  Average common shares outstanding (millions)           456.3
                                                         =====

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

Cash dividends declared per common share                $0.225
</TABLE>
                                                         =====

<TABLE>
<CAPTION>

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

                                                  Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----
<S>                                                 <C>
Return on Average Equity*                              25.3%
Common Shares Outstanding (millions)                   449.0
Book Value per Common Share:
     Actual                                           $21.74
     Pro Forma*                                       $21.77
Shareholders' Equity (billions)                         $9.8


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----

Return on Average Equity*                              25.1%
Common Shares Outstanding (millions)                   450.0
Book Value per Common Share:
     Actual                                           $21.74
     Pro Forma*                                       $20.92
Shareholders' Equity (billions)                         $9.8


                                                  Quarter Ended
                                                   December 31,
                                                       1998
                                                       ----

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

</TABLE>

*   Excludes the effect of SFAS No. 115.


<TABLE>
<CAPTION>

(Preliminary)      Travel Related Services
                   -----------------------
                     Statement of Income
                     -------------------
                        (Unaudited)

(Dollars in millions)

                                      Quarter Ended
                                        June 30,
                                    ----------------   Percentage
                                      1999      1998   Inc/(Dec)
                                      ----      ----   ---------
<S>                                 <C>       <C>        <C>
Net Revenues:
  Discount Revenue                   $1,662    $1,525       9.0 %
  Net Card Fees                         393       398      (1.4)
  Travel Commissions and Fees           469       403      16.2
  Other Revenues                        845       614      37.8
  Lending:
    Finance Charge Revenue              465       493      (5.6)
    Interest Expense                    156       163      (4.3)
                                      -----     -----
      Net Finance Charge Revenue        309       330      (6.3)
                                      -----     -----
    Total Net Revenues                3,678     3,270      12.5
                                      -----     -----
Expenses:
  Marketing and Promotion               325       275      18.4
  Provision for Losses and Claims:
    Charge Card                         249       236       5.2
    Lending                             137       187     (26.6)
    Other                                14        11      17.4
                                      -----     -----
      Total                             400       434      (8.1)
                                      -----     -----
  Charge Card Interest Expense          198       203      (2.3)
  Net Discount Expense                  131       170     (23.1)
  Human Resources                       968       843      14.9
  Other Operating Expenses            1,028       799      28.7
                                      -----     -----
    Total Expenses                    3,050     2,724      12.0
                                      -----     -----
Pretax Income                           628       546      15.0
Income Tax Provision                    217       186      16.8
                                      -----     -----
Net Income                             $411      $360      14.0
                                      =====     =====
</TABLE>
<TABLE>
<CAPTION>



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

(Dollars in millions)
                                        Quarter Ended
                                          June 30,
                                      ---------------  Percentage
                                        1999      1998  Inc/(Dec)
                                        ----      ----  ---------
<S>                                  <C>       <C>       <C>
Net Revenues:
  Discount Revenue                    $1,662    $1,525      9.0 %
  Net Card Fees                          393       393        -
  Travel Commissions and Fees            469       403     16.2
  Other Revenues                         669       536     25.0
  Lending:
    Finance Charge Revenue               684       595     14.9
    Interest Expense                     208       197      5.5
                                       -----     -----
      Net Finance Charge Revenue         476       398     19.5
                                       -----     -----
    Total Net Revenues                 3,669     3,255     12.7
                                       -----     -----
Expenses:
  Marketing and Promotion                267       239     11.9
  Provision for Losses and Claims:
    Charge Card                          288       307     (6.0)
    Lending                              260       251      3.6
    Other                                 14        11     17.4
                                       -----     -----
      Total                              562       569     (1.3)
                                       -----     -----
  Charge Card Interest Expense           257       259     (1.3)
  Human Resources                        968       843     14.9
  Other Operating Expenses               987       799     23.6
                                       -----     -----
    Total Expenses                     3,041     2,709     12.3
                                       -----     -----
Pretax Income                            628       546     15.0
Income Tax Provision                     217       186     16.8
                                       -----     -----
Net Income                              $411      $360     14.0
                                       =====     =====
</TABLE>


This Statement of Income is provided on a Managed Asset Basis for
analytical purposes only. It presents the income statement of TRS
as if there had been no securitization transactions. Under
Statement of Financial Accounting Standards No. 125
(SFAS No. 125), which prescribes the accounting for securitized
receivables, TRS recognized pretax gains of $99 million ($64
million after-tax) and $36 million ($23 million after-tax) in the
second quarter of 1999 and 1998, respectively, related to the
securitization of U.S. receivables. These gains were invested in
additional Marketing and Promotion expenses in both years and
other business building initiatives in 1999 and had no material
impact on Net Income or Total Expenses in either quarter. For
purposes of this presentation such gains and corresponding
increases in Marketing and Promotion and Other Operating
Expenses have been eliminated in each quarter.


<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)


                                        Quarter Ended
                                           June 30,
                                        -------------  Percentage
                                         1999    1998   Inc/(Dec)
                                         ----    ----   ---------
<S>                                     <C>       <C>     <C>
Total Cards in Force (millions):
  United States                           28.7      29.6   (3.0)%
  Outside the United States               15.2      14.2    6.8
                                          ----      ----
    Total                                 43.9      43.8    0.2
                                          ====      ====
Basic Cards in Force (millions):
  United States                           22.5      23.3   (3.6)
  Outside the United States               11.7      11.0    6.1
                                          ----      ----
    Total                                 34.2      34.3   (0.4)
                                          ====      ====
Card Billed Business:
  United States                          $46.0     $41.4   11.0
  Outside the United States               16.4      15.4    7.3
                                          ----      ----
    Total                                $62.4     $56.8   10.0
                                          ====      ====

Average Discount Rate*                   2.73%     2.72%      -
Average Basic Cardmember
  Spending (dollars)*                   $1,933    $1,717   12.6
Average Fee per Card (dollars)*            $38       $38      -

Travel Sales                              $6.0      $4.9   22.3
Travel Commissions and Fees/Sales**       7.8%      8.2%      -

Total Debt                               $30.6     $24.0   27.6
Shareholder's Equity                      $5.3      $5.0    6.4
Return on Average Equity***              28.8%     26.5%      -
Return on Average Assets***               3.3%      3.2%      -
</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
                                           June 30,
                                        -------------- Percentage
                                         1999     1998  Inc/(Dec)
                                         ----     ---- ----------
<S>                                   <C>      <C>       <C>
Owned and Managed Charge Card
  Receivables:
  Total Receivables                     $24.6    $23.4      5.3 %
  90 Days Past Due as a % of Total       2.6%     3.1%        -
  Loss Reserves (millions)               $932   $1,015     (8.2)
    % of Receivables                     3.8%     4.3%        -
    % of 90 Days Past Due                148%     142%        -
  Net Loss Ratio                        0.39%    0.46%        -

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                           $18.3    $14.8     23.2
  Past Due Loans as a % of Total:
    30-89 Days                           1.8%     2.3%        -
    90+ Days                             0.9%     1.1%        -
  Loss Reserves (millions):
    Beginning Balance                    $623     $591      5.5
    Provision                             209      219     (4.4)
    Net Charge-Offs/Other                (230)    (233)    (0.8)
                                          ---      ---
      Ending Balance                     $602     $577      4.3
                                          ===      ===
    % of Loans                           3.3%     3.9%        -
    % of Past Due                        124%     115%        -
  Average Loans                         $17.4    $14.5     20.5
  Net Write-Off Rate                     5.3%     6.6%        -
  Net Interest Yield                     9.3%     9.5%        -

</TABLE>
<TABLE>
<CAPTION>


(Preliminary)     Travel Related Services
                  -----------------------
                    Statement of Income
                    -------------------
                       (Unaudited)

(Dollars in millions)

                                                Quarter Ended
                                                   June 30,
                                                     1999
                                                     ----
<S>                                              <C>
Net Revenues:
  Discount Revenue                                 $1,662
  Net Card Fees                                       393
  Travel Commissions and Fees                         469
  Other Revenues                                      845
  Lending:
    Finance Charge Revenue                            465
    Interest Expense                                  156
                                                    -----
      Net Finance Charge Revenue                      309
                                                    -----
    Total Net Revenues                              3,678
                                                    -----
Expenses:
  Marketing and Promotion                             325
  Provision for Losses and Claims:
    Charge Card                                       249
    Lending                                           137
    Other                                              14
                                                    -----
      Total                                           400
                                                    -----
  Charge Card Interest Expense                        198
  Net Discount Expense                                131
  Human Resources                                     968
  Other Operating Expenses                          1,028
                                                    -----
    Total Expenses                                  3,050
                                                    -----
Pretax Income                                         628
Income Tax Provision                                  217
                                                    -----
Net Income                                           $411
                                                    =====


                                                Quarter Ended
                                                   March 31,
                                                     1999
                                                     ----
Net Revenues:
  Discount Revenue                                 $1,514
  Net Card Fees                                       403
  Travel Commissions and Fees                         426
  Other Revenues                                      731
  Lending:
    Finance Charge Revenue                            503
    Interest Expense                                  156
                                                    -----
      Net Finance Charge Revenue                      347
                                                    -----
    Total Net Revenues                              3,421
                                                    -----
Expenses:
  Marketing and Promotion                             270
  Provision for Losses and Claims:
    Charge Card                                       182
    Lending                                           235
    Other                                              14
                                                    -----
      Total                                           431
                                                    -----
  Charge Card Interest Expense                        183
  Net Discount Expense                                143
  Human Resources                                     912
  Other Operating Expenses                            928
                                                    -----
    Total Expenses                                  2,867
                                                    -----
Pretax Income                                         554
Income Tax Provision                                  191
                                                    -----
Net Income                                           $363
                                                    =====


                                                Quarter Ended
                                                 December 31,
                                                     1998
                                                     ----
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
                                                    =====
</TABLE>
<TABLE>
<CAPTION>



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

(Dollars in millions)

                                                Quarter Ended
                                                   June 30,
                                                     1999
                                                     ----
<S>                                              <C>
Net Revenues:
  Discount Revenue                                 $1,662
  Net Card Fees                                       393
  Travel Commissions and Fees                         469
  Other Revenues                                      669
  Lending:
    Finance Charge Revenue                            684
    Interest Expense                                  208
                                                    -----
      Net Finance Charge Revenue                      476
                                                    -----
    Total Net Revenues                              3,669
                                                    -----

Expenses:
  Marketing and Promotion                             267
  Provision for Losses and Claims:
    Charge Card                                       288
    Lending                                           260
    Other                                              14
                                                    -----
      Total                                           562
                                                    -----
Charge Card Interest Expense                          257
  Human Resources                                     968
  Other Operating Expenses                            987
                                                    -----
    Total Expenses                                  3,041
                                                    -----
Pretax Income                                         628
Income Tax Provision                                  217
                                                    -----
Net Income                                           $411
                                                    =====


                                                Quarter Ended
                                                   March 31,
                                                     1999
                                                     ----
Net Revenues:
  Discount Revenue                                 $1,514
  Net Card Fees                                       403
  Travel Commissions and Fees                         426
  Other Revenues                                      639
  Lending:
    Finance Charge Revenue                            652
    Interest Expense                                  200
                                                    -----
      Net Finance Charge Revenue                      452
                                                    -----
    Total Net Revenues                              3,434
                                                    -----
Expenses:
  Marketing and Promotion                             270
  Provision for Losses and Claims:
    Charge Card                                       233
    Lending                                           282
    Other                                              14
                                                    -----
      Total                                           529
                                                    -----
Charge Card Interest Expense                          241
  Human Resources                                     912
  Other Operating Expenses                            928
                                                    -----
    Total Expenses                                  2,880
                                                    -----
Pretax Income                                         554
Income Tax Provision                                  191
                                                    -----
Net Income                                           $363
                                                    =====


                                                Quarter Ended
                                                 December 31,
                                                     1998
                                                     ----
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
                                                    =====
</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 pretax gains of $99 million
($64 million after-tax) and $36 million ($23 million after-tax)
in the second quarter of 1999 and 1998, respectively, related to
the securitization of U.S. receivables.  These gains were
invested in additional Marketing and Promotion expenses in both
years and other business building initiatives in 1999 and had no
material impact on Net Income or Total Expenses in either
quarter.  For purposes of this presentation such gains and
corresponding increases in Marketing and Promotion and Other
Operating Expenses have been eliminated in each quarter.


<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)

                                              Quarter Ended
                                                 June 30,
                                                   1999
                                                   ----
<S>                                            <C>
Total Cards in Force (millions):
  United States                                    28.7
  Outside the United States                        15.2
                                                   ----
    Total                                          43.9
                                                   ====
Basic Cards in Force (millions):
  United States                                    22.5
  Outside the United States                        11.7
                                                   ----
    Total                                          34.2
                                                   ====
Card Billed Business:
  United States                                   $46.0
  Outside the United States                        16.4
                                                   ----
    Total                                         $62.4
                                                   ====

Average Discount Rate*                            2.73%
Average Basic Cardmember
  Spending (dollars)*                            $1,933
Average Fee per Card (dollars)*                     $38

Travel Sales                                       $6.0
Travel Commissions and Fees/Sales**                7.8%

Total Debt                                        $30.6
Shareholder's Equity                               $5.3
Return on Average Equity***                       28.8%
Return on Average Assets***                        3.3%


                                              Quarter Ended
                                                 March 31,
                                                   1999
                                                   ----
Total Cards in Force (millions):
  United States                                    27.9
  Outside the United States                        15.0
                                                   ----
    Total                                          42.9
                                                   ====
Basic Cards in Force (millions):
  United States                                    21.8
  Outside the United States                        11.5
                                                   ----
    Total                                          33.3
                                                   ====
Card Billed Business:
  United States                                   $41.6
  Outside the United States                        15.2
                                                   ----
    Total                                         $56.8
                                                   ====

Average Discount Rate*                            2.73%
Average Basic Cardmember
  Spending (dollars)*                            $1,781
Average Fee per Card (dollars)*                     $40

Travel Sales                                       $5.3
Travel Commissions and Fees/Sales**                8.0%

Total Debt                                        $28.2
Shareholder's Equity                               $5.1
Return on Average Equity***                       28.4%
Return on Average Assets***                        3.3%


                                               Quarter Ended
                                                December 31,
                                                   1998
                                                   ----
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%
</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
                                                June 30,
                                                  1999
                                                  ----
<S>                                            <C>
Owned and Managed Charge Card
  Receivables:
  Total Receivables                               $24.6
  90 Days Past Due as a % of Total                 2.6%
  Loss Reserves (millions)                         $932
    % of Receivables                               3.8%
    % of 90 Days Past Due                          148%
  Net Loss Ratio                                  0.39%

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                                     $18.3
  Past Due Loans as a % of Total:
    30-89 Days                                     1.8%
    90+ Days                                       0.9%
  Loss Reserves (millions):
    Beginning Balance                              $623
    Provision                                       209
    Net Charge-Offs/Other                          (230)
                                                    ---
      Ending Balance                               $602
                                                    ===
    % of Loans                                     3.3%
    % of Past Due                                  124%
  Average Loans                                   $17.4
  Net Write-Off Rate                               5.3%
  Net Interest Yield                               9.3%


                                             Quarter Ended
                                                March 31,
                                                  1999
                                                  ----
Owned and Managed Charge Card
  Receivables:
  Total Receivables                               $23.5
  90 Days Past Due as a % of Total                 3.0%
  Loss Reserves (millions)                         $876
    % of Receivables                               3.7%
    % of 90 Days Past Due                          126%
  Net Loss Ratio                                  0.43%

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                                     $16.7
  Past Due Loans as a % of Total:
    30-89 Days                                     2.1%
    90+ Days                                       1.0%
  Loss Reserves (millions):
    Beginning Balance                              $619
    Provision                                       244
    Net Charge-Offs/Other                          (240)
                                                    ---
      Ending Balance                               $623
                                                    ===
    % of Loans                                     3.7%
    % of Past Due                                  121%
  Average Loans                                   $16.7
  Net Write-Off Rate                               5.9%
  Net Interest Yield                               9.4%


                                              Quarter Ended
                                               December 31,
                                                  1998
                                                  ----
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%
</TABLE>

<TABLE>
<CAPTION>


(Preliminary)   American Express Financial Advisors
                -----------------------------------
                       Statement of Income
                       -------------------
                           (Unaudited)

(Dollars in millions)

                                       Quarter Ended
                                          June 30,
                                       --------------  Percentage
                                       1999      1998  Inc/(Dec)
                                       ----      ----  ----------
<S>                                  <C>       <C>       <C>
Net Revenues:
  Investment Income                    $615      $603       1.9 %
  Management and Distribution Fees      553       482      14.6
  Other Revenues                        226       197      15.3
                                      -----     -----
    Total Revenues                    1,394     1,282       8.7
  Provision for Losses and Benefits:
    Annuities                           273       292      (6.5)
    Insurance                           132       125       5.8
    Investment Certificates              73        58      24.4
                                      -----     -----
      Total                             478       475       0.5
                                      -----     -----
    Net Revenues                        916       807      13.6
                                      -----     -----
Expenses:
  Human Resources                       430       388      11.0
  Other Operating Expenses              133       110      20.8
                                      -----     -----
    Total Expenses                      563       498      13.2
                                      -----     -----
Pretax Income                           353       309      14.2
Income Tax Provision                    111        97      14.3
                                      -----     -----
Net Income                             $242      $212      14.2
                                      =====     =====
</TABLE>
<TABLE>
<CAPTION>



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

(Dollars in millions, except where indicated)



                                        Quarter Ended
                                           June 30,
                                         ------------  Percentage
                                         1999    1998   Inc/(Dec)
                                         ----    ----   ---------
<S>                                    <C>      <C>     <C>
Investments (billions)                   $30.7   $31.0    (1.2)%
Client Contract Reserves (billions)      $30.8   $30.2     2.0
Shareholder's Equity (billions)           $4.0    $4.0    (0.3)
Return on Average Equity*                22.8%   22.3%       -

Life Insurance in Force (billions)       $84.6   $77.8     8.7
Assets Owned, Managed or
 Administered (billions):
   Assets Managed for Institutions       $49.9   $44.0    13.3
   Assets Owned, Managed or
    Administered for Individuals:
     Owned Assets:
       Separate Account Assets            30.1    26.6    13.1
       Other Owned Assets                 37.8    37.2     1.7
                                         -----   -----
         Total Owned Assets               67.9    63.8     6.5
     Managed Assets                       96.3    83.0    16.2
     Administered Assets                  18.3    11.2    62.5
                                         -----   -----
       Total                            $232.4  $202.0    15.1
                                         =====   =====
Market Appreciation (Depreciation)
 During the Period:
 Owned Assets:
   Separate Account Assets              $1,520    $361       #
   Other Owned Assets                    $(395)    $24       -
     Total Managed Assets               $5,063  $1,045       #

Sales of Selected Products:
 Mutual Funds                           $6,207  $5,474    13.4
 Annuities                                $750    $702     6.8
 Investment Certificates                  $777    $383       #
 Life and Other Insurance
  Products                                $110    $104     5.8

Number of Financial Advisors            10,489   9,869     6.3
Fees From Financial Plans                $22.8   $20.9     9.2
Product Sales Generated from
 Financial Plans as a Percentage
  of Total Sales                         65.2%   64.7%       -
</TABLE>

*  Excluding the effect of SFAS No. 115.
#  Denotes variance of more than 100%.


<TABLE>
<CAPTION>

(Preliminary)    American Express Financial Advisors
                 -----------------------------------
                       Statement of Income
                       -------------------
                           (Unaudited)

(Dollars in millions)
                                              Quarter Ended
                                                 June 30,
                                                   1999
                                                   ----
<S>                                            <C>
Net Revenues:
  Investment Income                                $615
  Management and Distribution Fees                  553
  Other Revenues                                    226
                                                  -----
    Total Revenues                                1,394
  Provision for Losses and Benefits:
    Annuities                                       273
    Insurance                                       132
    Investment Certificates                          73
                                                  -----
      Total                                         478
                                                  -----
    Net Revenues                                    916
                                                  -----

Expenses:
  Human Resources                                   430
  Other Operating Expenses                          133
                                                  -----
    Total Expenses                                  563
                                                  -----
Pretax Income                                       353
Income Tax Provision                                111
                                                  -----
Net Income                                         $242
                                                  =====


                                             Quarter Ended
                                                March 31,
                                                 1999
                                                 ----

Net Revenues:
  Investment Income                                $595
  Management and Distribution Fees                  522
  Other Revenues                                    228
                                                  -----
    Total Revenues                                1,345
  Provision for Losses and Benefits:
    Annuities                                       270
    Insurance                                       126
    Investment Certificates                          64
                                                  -----
      Total                                         460
                                                  -----
    Net Revenues                                    885
                                                  -----
Expenses:
  Human Resources                                   416
  Other Operating Expenses                          157
                                                  -----
    Total Expenses                                  573
                                                  -----
Pretax Income                                       312
Income Tax Provision                                 98
                                                  -----
Net Income                                         $214
                                                  =====


                                              Quarter Ended
                                               December 31,
                                                   1998
                                                   ----
Net Revenues:
  Investment Income                                $647
  Management and Distribution Fees                  476
  Other Revenues                                    222
                                                  -----
    Total Revenues                                1,345
  Provision for Losses and Benefits:
    Annuities                                       282
    Insurance                                       125
    Investment Certificates                         101
                                                  -----
      Total                                         508
                                                  -----
    Net Revenues                                    837
                                                  -----
Expenses:
  Human Resources                                   407
  Other Operating Expenses                          126
                                                  -----
    Total Expenses                                  533
                                                  -----
Pretax Income                                       304
Income Tax Provision                                 95
                                                  -----
Net Income                                         $209
                                                  =====


                                               Quarter Ended
                                               September 30,
                                                    1998
                                                    ----
Net Revenues:
  Investment Income                                $573
  Management and Distribution Fees                  476
  Other Revenues                                    198
                                                  -----
    Total Revenues                                1,247
  Provision for Losses and Benefits:
    Annuities                                       280
    Insurance                                       122
    Investment Certificates                          43
                                                  -----
      Total                                         445
                                                  -----
    Net Revenues                                    802
                                                  -----
Expenses:
  Human Resources                                   384
  Other Operating Expenses                          110
                                                  -----
    Total Expenses                                  494
                                                  -----
Pretax Income                                       308
Income Tax Provision                                 97
                                                  -----
Net Income                                         $211
                                                  =====


                                              Quarter Ended
                                                 June 30,
                                                   1998
                                                   ----
Net Revenues:
  Investment Income                                $603
  Management and Distribution Fees                  482
  Other Revenues                                    197
                                                  -----
    Total Revenues                                1,282
  Provision for Losses and Benefits:
    Annuities                                       292
    Insurance                                       125
    Investment Certificates                          58
                                                  -----
      Total                                         475
                                                  -----
    Net Revenues                                    807
                                                  -----
Expenses:
  Human Resources                                   388
  Other Operating Expenses                          110
                                                  -----
    Total Expenses                                  498
                                                  -----
Pretax Income                                       309
Income Tax Provision                                 97
                                                  -----
Net Income                                         $212
                                                  =====
</TABLE>

<TABLE>
<CAPTION>

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

(Dollars in millions, except where indicated)

                                                 Quarter Ended
                                                    June 30,
                                                      1999
                                                      ----
<S>                                                  <C>
Investments (billions)                                 $30.7
Client Contract Reserves (billions)                    $30.8
Shareholder's Equity (billions)                         $4.0
Return on Average Equity*                              22.8%

Life Insurance in Force (billions)                     $84.6
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                    $49.9
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                         30.1
        Other Owned Assets                              37.8
                                                       -----
          Total Owned Assets                            67.9
      Managed Assets                                    96.3
      Administered Assets                               18.3
                                                       -----
        Total                                         $232.4
                                                       =====
Market Appreciation (Depreciation) During
  the Period:
  Owned Assets:
    Separate Account Assets                           $1,520
    Other Owned Assets                                 $(395)
      Total Managed Assets                            $5,063

Sales of Selected Products:
  Mutual Funds                                        $6,207
  Annuities                                             $750
  Investment Certificates                               $777
  Life and Other Insurance Products                     $110

Number of Financial Advisors                          10,489
Fees From Financial Plans                              $22.8
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales                 65.2%


                                               Quarter Ended
                                                  March 31,
                                                    1999
                                                    ----

Investments (billions)                                 $30.6
Client Contract Reserves (billions)                    $30.5
Shareholder's Equity (billions)                         $4.1
Return on Average Equity*                              22.6%

Life Insurance in Force (billions)                     $82.9
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                    $46.9
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                         28.2
        Other Owned Assets                              37.4
                                                       -----
          Total Owned Assets                            65.6
      Managed Assets                                    91.2
      Administered Assets                               15.7
                                                       -----
        Total                                         $219.4
                                                       =====
Market Appreciation (Depreciation) During
  the Period:
  Owned Assets:
    Separate Account Assets                             $912
    Other Owned Assets                                 $(204)
      Total Managed Assets                            $2,889

Sales of Selected Products:
  Mutual Funds                                        $6,033
  Annuities                                             $579
  Investment Certificates                               $660
  Life and Other Insurance Products                      $92

Number of Financial Advisors                          10,372
Fees From Financial Plans                              $21.3
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales                 66.5%


                                                 Quarter Ended
                                                  December 31,
                                                      1998
                                                      ----

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                              $18.4
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales                 66.8%


                                                 Quarter Ended
                                                 September 30,
                                                     1998
                                                     ----

Investments (billions)                                 $30.8
Client Contract Reserves (billions)                    $30.2
Shareholder's Equity (billions)                         $4.1
Return on Average Equity*                              22.4%

Life Insurance in Force (billions)                     $79.2
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                    $40.5
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                         23.0
        Other Owned Assets                              37.0
                                                       -----
          Total Owned Assets                            60.0
      Managed Assets                                    76.8
      Administered Assets                               11.2
                                                       -----
        Total                                         $188.5
                                                       =====
Market Appreciation (Depreciation) During
  the Period:
  Owned Assets:
    Separate Account Assets                          $(3,712)
    Other Owned Assets                                   $91
      Total 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                              $15.6
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales                 65.4%


                                                Quarter Ended
                                                   June 30,
                                                     1998
                                                     ----

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                              $20.9
Product Sales Generated from Financial
  Plans as a Percentage of Total Sales                 64.7%
</TABLE>

*  Excluding the effect of SFAS No. 115.

<TABLE>
<CAPTION>

(Preliminary)   American Express Bank/Travelers Cheque
                --------------------------------------
                         Statement of Income
                         -------------------
                            (Unaudited)

(Dollars in millions)

                                        Quarter Ended
                                           June 30,
                                        -------------  Percentage
                                        1999     1998  Inc/(Dec)
                                        ----     ----  ---------
<S>                                    <C>      <C>      <C>
Net Revenues:
  Interest Income                       $183     $218     (16.1)%
  Interest Expense                       108      147     (26.2)
                                         ---      ---
    Net Interest Income                   75       71       4.8
  TC Investment Income                    86       80       7.4
  Foreign Exchange Income                 14       35     (58.6)
  Commissions, Fees and Other Revenue     84       65      28.6
                                         ---      ---
    Total Net Revenues                   259      251       3.0
                                         ---      ---
Expenses:
  Human Resources                         85       79       6.6
  Other Operating Expenses               150      136      10.3
  Provision for Losses                    18       13      38.7
                                         ---      ---
    Total Expenses                       253      228      10.7
                                         ---      ---
Pretax Income                              6       23     (73.9)
Income Tax Benefit                       (32)     (24)     35.5
                                         ---      ---
Net Income                               $38      $47     (18.1)
                                         ===      ===
</TABLE>

<TABLE>
<CAPTION>


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

(Dollars in billions, except where indicated)

                                        Quarter Ended
                                           June 30,
                                        ------------- Percentage
                                         1999    1998  Inc/(Dec)
                                         ----    ----  ---------
<S>                                   <C>      <C>      <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)  $1,048   $1,135   (7.7)%
Return on Average Common Equity *       18.5%    10.4%      -
Return on Average Assets *              0.86%    0.50%      -
American Express Bank:
  Total Loans                            $5.2     $6.1  (14.9)
  Total Nonperforming Loans
    (millions)                           $210     $205    2.1
  Other Nonperforming Assets
    (millions)                            $55      $73  (24.5)
  Reserve for Credit Losses
    (millions)**                         $249     $350  (28.7)
  Loan Loss Reserves as a % of
    Total Loans                          4.1%     4.3%      -
  Deposits                               $8.0     $8.1   (1.6)
  Assets Managed/Administered ***        $7.0     $5.6   25.0
  Assets of Non-Consolidated Joint
    Ventures                             $2.2     $2.7  (20.3)
  Risk-Based Capital Ratios:
    Tier 1                               9.8%     9.2%      -
    Total                               12.1%    12.2%      -
    Leverage Ratio                       5.7%     5.6%      -
Travelers Cheque:
  Sales                                  $6.1     $6.4   (5.7)
  Average Outstanding                    $6.1     $6.0    1.2
  Average Investments                    $5.7     $5.7    1.4
  Tax equivalent yield                   8.8%     9.0%      -
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                    <C>      <C>
** Allocation:
      Loans                              $216     $265
      Other Assets, primarily
       derivatives                         32       84
      Other Liabilities                     1        1
                                          ---      ---
        Total Credit Loss Reserves       $249     $350
                                          ===      ===
</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
                                                       June 30,
                                                         1999
                                                         ----
<S>                                                   <C>
Net Revenues:
  Interest Income                                        $183
  Interest Expense                                        108
                                                          ---
    Net Interest Income                                    75
  TC Investment Income                                     86
  Foreign Exchange Income                                  14
  Commissions, Fees and Other Revenue                      84
                                                          ---
    Total Net Revenues                                    259
                                                          ---
Expenses:
  Human Resources                                          85
  Other Operating Expenses                                150
  Provision for Losses                                     18
                                                          ---
    Total Expenses                                        253
                                                          ---
Pretax Income                                               6
Income Tax Benefit                                        (32)
                                                          ---
Net Income                                                $38
                                                          ===


                                                    Quarter Ended
                                                       March 31,
                                                         1999
                                                         ----
Net Revenues:
  Interest Income                                        $193
  Interest Expense                                        119
                                                          ---
    Net Interest Income                                    74
  TC Investment Income                                     79
  Foreign Exchange Income                                  18
  Commissions, Fees and Other Revenue                      76
                                                          ---
    Total Net Revenues                                    247
                                                          ---
Expenses:
  Human Resources                                          82
  Other Operating Expenses                                136
  Provision for Losses                                     17
                                                          ---
    Total Expenses                                        235
                                                          ---
Pretax Income                                              12
Income Tax Benefit                                        (29)
                                                          ---
Net Income                                                $41
                                                          ===


                                                    Quarter Ended
                                                     December 31,
                                                         1998
                                                         ----
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                                               2
Income Tax Benefit                                        (34)
                                                          ---
Net Income                                                $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                                              20
Income Tax Benefit                                        (23)
                                                          ---
Net Income                                                $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                                              23
Income Tax Benefit                                        (24)
                                                          ---
Net Income                                                $47
                                                          ===
</TABLE>


<TABLE>
<CAPTION>

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

(Dollars in billions, except where indicated)


                                                 Quarter Ended
                                                    June 30,
                                                      1999
                                                      ----
<S>                                                <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                $1,048
Return on Average Common Equity *                     18.5%
Return on Average Assets *                            0.86%
American Express Bank:
  Total Loans                                          $5.2
  Total Nonperforming Loans (millions)                 $210
  Other Nonperforming Assets (millions)                 $55
  Reserve for Credit Losses (millions)**               $249
  Loan Loss Reserves as a % of Total Loans             4.1%
  Deposits                                             $8.0
  Assets Managed / Administered ***                    $7.0
  Assets of Non-Consolidated Joint
    Ventures                                           $2.2
  Risk-Based Capital Ratios:
    Tier 1                                             9.8%
    Total                                             12.1%
    Leverage Ratio                                     5.7%
Travelers Cheque:
  Sales                                                $6.1
  Average Outstanding                                  $6.1
  Average Investments                                  $5.7
  Tax equivalent yield                                 8.8%


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                $1,148
Return on Average Common Equity *                     19.7%
Return on Average Assets *                            0.90%
American Express Bank:
  Total Loans                                          $5.3
  Total Nonperforming Loans (millions)                 $209
  Other Nonperforming Assets (millions)                 $64
  Reserve for Credit Losses (millions)**               $261
  Loan Loss Reserves as a % of Total Loans             4.1%
  Deposits                                             $7.9
  Assets Managed / Administered ***                    $6.3
  Assets of Non-Consolidated Joint
    Ventures                                           $2.6
  Risk-Based Capital Ratios:
    Tier 1                                             9.8%
    Total                                             12.1%
    Leverage Ratio                                     5.4%
Travelers Cheque:
  Sales                                                $4.6
  Average Outstanding                                  $5.8
  Average Investments                                  $5.6
  Tax equivalent yield                                 8.9%


                                                 Quarter Ended
                                                  December 31,
                                                      1998
                                                      ----
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%

</TABLE>

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

** Allocation:
<TABLE>
<CAPTION>
                                           Quarter Ended
                                           -------------
                                  6/30  3/31  12/31  9/30  6/30
                                  1999  1999   1998  1998  1998
                                  ----  ----  -----  ----  ----
<S>                              <C>    <C>    <C>   <C>  <C>
      Loans                       $216  $218   $214  $279  $265
      Other Assets,
       primarily derivatives        32    41     43    66    84
      Other Liabilities              1     2      2     3     1
                                   ---   ---    ---   ---   ---
        Total Credit Loss
         Reserves                 $249  $261   $259  $348  $350
                                   ===   ===    ===   ===   ===
</TABLE>

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


<TABLE>
<CAPTION>

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

($ in billions)

                                Net
                            Guarantees
                      FX and    and          6/30/99    3/31/99
                      Deriva- Contin-         Total      Total
Country         Loans tives   gents   Other* Exposure** Exposure**
- -------         ----- ------- ------- -----  --------   --------
<S>             <C>    <C>     <C>    <C>     <C>        <C>
Hong Kong       $0.6      -     $0.2   $0.1    $0.9       $1.0
Indonesia        0.2      -        -    0.2     0.4        0.4
Singapore        0.4      -      0.1    0.1     0.5        0.5
Korea            0.1      -      0.1    0.2     0.4        0.4
Taiwan           0.3      -      0.1    0.1     0.5        0.6
China              -      -        -      -       -          -
Japan              -      -        -      -     0.1        0.1
Thailand           -      -        -      -       -          -
Other              -      -        -    0.1     0.2        0.1
                 ---    ---      ---    ---    ----       ----
 Total Asia/
  Pacific
  Region**       1.8   $0.1      0.5    0.8     3.2        3.1
                 ---    ---      ---    ---    ----       ----

Chile            0.3      -        -    0.1     0.4        0.4
Brazil           0.3      -        -    0.1     0.3        0.4
Mexico           0.1      -        -      -     0.1        0.1
Peru             0.1      -        -      -     0.1        0.1
Argentina        0.1      -        -      -     0.1        0.1
Other            0.2      -      0.1    0.1     0.4        0.4
                 ---    ---      ---    ---    ----       ----
 Total Latin
  America**      1.0      -      0.1    0.2     1.3        1.4
                 ---    ---      ---    ---    ----       ----

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        0.2
                 ---    ---      ---    ---    ----       ----
 Total Sub-
  continent**    0.5      -      0.2    0.5     1.2        1.2
                 ---    ---      ---    ---    ----       ----

Egypt            0.4      -        -    0.2     0.7        0.6
Other            0.2      -      0.1      -     0.3        0.3
                 ---    ---      ---    ---    ----       ----
 Total Middle
  East &
  Africa**       0.5      -      0.1    0.3     0.9        0.9
                 ---    ---      ---    ---    ----       ----

 Total Europe*** 1.3    0.1      0.7    2.2     4.3        4.3

 Total North
  America**      0.2      -      0.1    1.4     1.8        1.8
                 ---    ---      ---    ---    ----       ----

Total
 Worldwide**    $5.2   $0.2     $1.8   $5.5   $12.8      $12.8
                 ===    ===      ===    ===    ====       ====
</TABLE>

  *  Includes cash, placements and securities.
 **  Individual items may not add to totals due to rounding.
***  Total exposures at 6/30/99 and 3/31/99 includes $12 million
     and $20 million of exposures to Russia, respectively.

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




                                                                  EXHIBIT 99.2



                     [LOGO OF AMERICAN EXPRESS COMPANY]
                                   1999
                               Second Quarter
                            Earnings Supplement






The enclosed summary should be read in conjunction with the text and
statistical tables included in American Express Company's (the "Company" or
"AXP") Second Quarter 1999 Earnings Release.


- --------------------------------------------------------------------------------
This summary contains 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 financial and other goals, are set forth on pages 32-34 of the
Company's 1998 10-K Annual Report on file with the Securities and Exchange
Commission.
- --------------------------------------------------------------------------------
<PAGE>


                            AMERICAN EXPRESS COMPANY
                               SECOND QUARTER 1999
                                   HIGHLIGHTS

o    2Q `99 diluted EPS growth of 14%, the net revenue increase of 12% (11% on a
     gross revenue basis), and ROE of 25% met or exceeded our financial targets.

o    Solid performance was recorded in a number of key areas. Compared with the
     second quarter of 1998:
     -    Worldwide billed business rose 10% despite the loss of $3.5B of annual
          charge volume associated with the U.S. government account, which was
          cancelled effective 11/30/98, continued weakness in certain
          international economies, and general tightening by corporations of T&E
          expenditures;
     -    Worldwide lending balances of $19.9B on a managed asset basis were up
          24%;
     -    Worldwide cards in force grew 4% (excluding the effect of the
          cancellation of the U.S. Government account) as 800K cards were added
          in the U.S. in 2Q `99; and
     -    AEFA assets owned, managed and administered of $232B were 15% higher.

o    A number of new products and services were offered and agreements reached.
     -    International:
          --   The WOWOW Saison American Express Card, a cobranded card with
               Credit Saison and Satellite Broadcasting services in Japan;
          --   Zloty-denominated American Express cards in Poland from
               Millennium BIG Bank SA;
          --   A Banco Popular Platinum American Express Card, the first
               Platinum card in Puerto Rico;
          --   Equitable Card Network, Inc. and American Express'
               peso-denominated credit card in the Philippines;
          --   The American Express Business Card for small and mid-sized
               enterprises in Belgium from Alpha Card, our joint venture with
               Generale de Banque;
          --   A Platinum card in Thailand;
          --   American Express cards in the Dominican Republic through Banco
               del Progreso;
          --   The Centurion Card, an exclusive charge card
               positioned above the Platinum Card, in the U.K.;
          --   A new corporate card in Finland; and
          --   The American Express Continente Agil (a major retailer) Network
               Card in Spain.

     -    United States:
          --   A Platinum Delta SkyMiles Credit Card;
          --   The Fidelity American Express Gold Card, marketed to new and
               existing Fidelity brokerage customers; and
          --   The Corporate Platinum Card for executives at large and mid-sized
               companies.

     -    American Express Bank and Nokia will jointly launch Mobile Banking
          Services in Indonesia.

     -    American Express Bank of Canada introduced an Investment Savings
          Account to cardmembers.

     -    AEFA Japan launched two new proprietary and three non-proprietary fund
          products.

     -    The corporate travel operations and several leisure travel agency
          locations of Morris Travel, the nation's 25th largest agency, were
          acquired.

o    Internet business initiatives included:
          --   The announcement by Small Business Services and Netscape of a
               two-year sponsorship agreement to bring AXP financial services to
               the 5 million users of the Small Business Channel on Netcenter;
          --   The addition of alliances with leading online corporate
               purchasing systems, Intelisys, Remedy and TRADEX Technologies, to
               integrate our purchasing card as a payment solution;
          --   The provision of free shipping and handling to Gold and Platinum
               Cardmembers using select online merchants, including Eddie Bauer,
               Gap, FTD and Sharper Image;
          --   The offering to AXP merchants of an affordable way to establish
               their business online through a free Dell computer with a
               purchase of a custom CitySearch web site, in a pilot with
               Ticketmaster Online-CitySearch; and
          --   The licensing of the AXP developed smart card multiple
               application framework to more than a dozen leading industry
               players, including IBM, MasterCard, Microsoft and Sun
               Microsystems. This represents a significant step toward promoting
               interoperability among a wide range of smart card applications,
               especially in the T&E industry.

o    Continued progress was made in broadening relationships with existing AXP
     customers as:
     -    Spending and lending balances per cardmember increased;
     -    Approximately 30% of new AEFA clients were obtained from the
          cardmember base; and
     -    AEFA manufactured certificates sold by AEB to its international
          clients continued to grow.

                                       1
<PAGE>
<TABLE>
<CAPTION>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                                  CONSOLIDATED

(millions, except per share amounts)             Quarter Ended        Percentage
                                                     June 30,          Inc/(Dec)
                                         ----------------------------- ---------
                                               1999          1998
                                               ----          ----
<S>                                        <C>           <C>           <C>
CONSOLIDATED REVENUES:
      Gross .........................        $5,298        $4,761          11%
                                             ======        ======

      Net ...........................        $4,820        $4,286          12%
                                             ======        ======
NET INCOME: .........................        $  646        $  578          12%
                                             ======        ======

EPS:
      Basic ........................         $ 1.44        $ 1.27          13%
                                             ======        ======
      Diluted ......................         $ 1.41        $ 1.24          14%
                                             ======        ======
</TABLE>

o    CONSOLIDATED REVENUES: Growth reflects the benefits of strong card
     spending, larger loan balances, higher managed assets, greater insurance
     premiums and acquisitions.

o    CONSOLIDATED EXPENSES: Increased due to greater marketing and promotion
     costs and higher human resource and operating expenses, partially
     reflecting acquisitions which increased revenues and expenses but did not
     have a material impact on earnings.

     -    In 2Q `99, the Company capitalized software costs (net of
          amortization) of $67MM, principally in TRS and AEFA, which would have
          been expensed under our previous policy. This reduction in cost was
          offset by higher investment spending and therefore had no effect on
          net income.

o    SHARE REPURCHASES: 2.4MM shares were purchased in 2Q `99; since the
     inception of repurchase programs in September, 1994, 102.0MM shares
     have been acquired.

<TABLE>
<CAPTION>
                                                      Millions of Shares
                                               ---------------------------------
<S>                                               <C>      <C>          <C>
- --   Average shares:                              2Q `99    1Q `99       2Q `98
                                                  ------    ------       ------
     Basic                                         447.4     447.7        456.3
                                                   =====     =====        =====
     Diluted                                       457.1     456.2        465.3
                                                   =====     =====        =====

- --   Actual shares:

     Shares outstanding - beginning of period      450.0     450.5        461.9
     Repurchase of common shares                   (2.4)      (2.6)        (6.4)
     Rockford acquisition                           --         0.5           --
     Employee benefit plans, compensation
      and other                                      1.4       1.6          1.3
     Shares outstanding - end of period            449.0     450.0        456.8
                                                   =====     =====        =====
</TABLE>


                            CORPORATE AND OTHER

o    The 2Q `99 net expense was $45MM compared with $41MM in 2Q `98 and $43MM in
     1Q `99.

                                       2
<PAGE>

<TABLE>
                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                             TRAVEL RELATED SERVICES

<CAPTION>
(preliminary)                  Statement of Income
                        (unaudited, managed asset basis)

                                                                  Quarter Ended    Percentage
(millions)                                                           June 30,       Inc/(Dec)
                                                              -------------------- ----------
<S>                                                              <C>      <C>          <C>
                                                                   1999     1998
                                                                   ----     ----
Net revenues:
   Discount revenue                                              $1,662   $1,525        9%
   Net card fees                                                    393      393       --
   Travel commissions and fees                                      469      403       16
   Other revenues                                                   669      536       25
   Lending:
     Finance charge revenue                                         684      595       15
     Interest expense                                               208      197        5
                                                                 ------   ------
       Net finance charge revenue                                   476      398       19
                                                                 ------   ------
     Total net revenues                                           3,669    3,255       13
                                                                 ------   ------
Expenses:
   Marketing and promotion                                          267      239       12
   Provision for losses and claims:
     Charge card                                                    288      307       (6)
     Lending                                                        260      251        4
     Other                                                           14       11       17
                                                                 ------   ------
       Total                                                        562      569       (1)
                                                                 ------   ------
   Charge card interest expense                                     257      259       (1)
   Human resources                                                  968      843       15
   Other operating expenses                                         987      799       24
                                                                 ------   ------
     Total expenses                                               3,041    2,709       12
                                                                 ------   ------
Pretax income                                                       628      546       15
Income tax provision                                                217      186       17
                                                                 ------   ------
Net income                                                       $  411   $  360       14
                                                                 ======   ======
</TABLE>

Note: Unless indicated otherwise the following discussion addresses trends
     within the above "managed asset basis" Statement of Income versus the
     "GAAP" Statement of Income also included in the Company's Earnings Release.

o    Revenues benefited from higher worldwide billed business, growth in
     cardmember loans outstanding and acquisitions within our Travel, Tax and
     Business Services and ATM businesses.

o    The higher expenses reflect increased human resource and operating costs,
     primarily due to acquisitions, and larger marketing and promotion
     expenditures. Overall expense growth was mitigated by slightly lower
     provisions for credit losses and interest costs.

o    Under Statement of Financial Accounting Standards No. 125 (SFAS 125), which
     prescribes the accounting for securitizations, TRS recognized pre-tax gains
     of $99MM ($64MM after-tax) in 2Q `99 and $36MM ($23MM after-tax) in 2Q `98
     related to the securitization of $2.5B and $1B of U.S. Lending receivables,
     respectively. These gains, as well as the previously discussed software
     capitalization benefits, were invested in Marketing and Promotion related
     to card acquisition and, in 1999, internet activities and other business
     building initiatives and, therefore, had no material impact on net income
     or total expense in either period.

     For purposes of the above "managed asset basis" Statement of Income,
     which presents TRS' results as if there had been no securitizations, such
     gains (reported as a $62MM and $28MM reduction in the Lending Provision for
     Losses in 2Q `99 and 2Q `98, respectively, an increase in Other Revenue
     and, in 2Q `99, an increase in Lending Interest Expense) and corresponding
     increases in Marketing and Promotion and Other Operating Expenses have been
     eliminated.

o    The pre-tax margin was 17.1% in 2Q `99 versus 16.8% last year.

o    The effective tax rate was 35% in 2Q `99 compared with 34% in 2Q `98 and
     35% in 1Q `99.


                                       3
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)

o    DISCOUNT REVENUE: Stronger billed business and a slightly higher discount
     rate yielded a 9% increase in discount revenue.

     -    The average discount rate of 2.73% in 2Q `99 was up 1BP from 2.72% in
          2Q '98 and flat versus 1Q `99.

          --   Merchant pressure on discount rates is always present, but we
               believe the AXP value proposition is strong. However, changes in
               the mix of business (e.g., growing acceptance at supermarkets,
               discounters and colleges), the continued shift to electronic data
               capture, volume related pricing discounts, and selective
               repricing initiatives will probably result in some rate erosion
               over time.*
<TABLE>
<CAPTION>
                                                    Quarter Ended     Percentage
                                                       June 30,        Inc/(Dec)
                                                   ---------------    ----------
<S>                                              <C>       <C>              <C>
                                                   1999      1998
                                                   ----      ----
Card billed business (billions):
   United States                                 $ 46.0    $ 41.4           11%
   Outside the United States                       16.4      15.4            7
                                                   ----      ----
   Total                                         $ 62.4    $ 56.8           10
                                                   ====      ====

Cards in force (millions):
   United States                                   28.7      29.6           (3)%
   Outside the United States                       15.2      14.2            7
                                                   ----      ----
   Total                                           43.9      43.8           --
                                                   ====      ====
Basic cards in force (millions):
   United States                                   22.5      23.3           (4)%
   Outside the United States                       11.7      11.0            6
                                                   ----      ----
   Total                                           34.2      34.3           --
                                                   ====      ====

Spending per basic card in force (dollars) (a):
   United States                                 $2,081    $1,778           17%
   Outside the United States                     $1,587    $1,567            1
   Total                                         $1,933    $1,717           13

  (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)
     more than offset the effect of the loss of $3.5B of annual charge volume
     associated with the U.S. government account, cancelled effective 11/30/98,
     and resulted in a 10% increase in billed business. Overall, corporate
     spending in the U.S. and Europe continued to be tempered by tighter
     policies regarding T&E expenditures.
     --   U.S. spending per basic card in force increased 17% reflecting strong
          growth in the consumer and small business areas and the U.S.
          government account cancellation.
     --   U.S. billed business grew 14% and spending per basic card in force was
          up 12% excluding the U.S. government account.
     --   Excluding foreign exchange translation:
          -    Total billed business outside the U.S. rose approximately 8% on
               double digit growth in Canada and the Asia/Pacific region;
               volumes in Latin America declined. As in the U.S., fairly robust
               consumer-related activities in Europe were moderated by tighter
               corporate policies regarding T&E expenditures.
          -    Spending per proprietary basic card in force outside the U.S.
               rose slightly reflecting recent card launches and economic
               weakness in a number of markets.
     --   Network partnership volumes sustained their strong growth trend.
     --   Retail and "everyday spend" categories continue to contribute strongly
          to worldwide business growth. -- The average airline charge was flat;
          transaction volume decreased modestly.
- -    CARDS IN FORCE worldwide rose slightly versus last year despite the
     cancellation of 1.6MM U.S. government cards, effective 11/30/98, as strong
     growth outside the U.S. continued and 800K cards were added in the U.S.
     since 3/99.
     --   Excluding the U.S. government account, cards in force rose 4%
          worldwide and 2% in the U.S.
     --   The improvement in U.S. card acquisitions during the quarter reflects
          more proactive consumer charge card, consumer lending and small
          business services activities. This is consistent with a strategy shift
          in recent months geared towards reenergizing our acquisition programs
          while maintaining the focus over the past few years on expanding
          existing relationships.


                                       4
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)



o    NET CARD FEES: Were flat versus last year as the cards in force mix
     evolved. The average fee per card in force of $38 in 2Q `99 was flat with
     2Q `98 and compared with $40 in 1Q `99.

o    TRAVEL COMMISSIONS AND FEES: Were up 16% on 22% growth in travel sales
     driven by recent acquisitions. The declining revenue earned per dollar of
     sales (7.8% in 2Q `99 versus 8.2% in 2Q `98) reflects continued efforts by
     airlines to reduce distribution costs and by corporate clients to contain
     travel and entertainment expenses.

o    OTHER REVENUES: Increased 25% principally due to the Tax and Business
     Services and ATM acquisitions and higher lending fees.

o    NET FINANCE CHARGE REVENUE: Rose 19% on 24% growth in worldwide lending
     balances and lower net interest yields.

     -    The yield on the U.S. portfolio declined to 9.3% in 2Q `99 versus 9.5%
          in 2Q `98 and 9.4% in 1Q `99 as a higher proportion of the portfolio
          was on introductory-rates.

     -    The variance in the gross revenue and interest expense growth rates of
          15% and 5%, respectively, reflects the relative effect of three 25BP
          interest rate cuts in 1998.

o    MARKETING AND PROMOTION EXPENSES: Increased by 18% on a GAAP basis on
     expanded card acquisition and media advertising activities. On a "Managed
     Asset" Statement of Income basis, marketing and promotion expenses were 12%
     higher reflecting the elimination of expenses corresponding to the SFAS 125
     gain.

o    CHARGE CARD INTEREST EXPENSE: Declined 1% as higher billed business volumes
     versus last year were more than offset by a lower worldwide cost of funds.

o    HUMAN RESOURCE EXPENSES: Increased 15% 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 6/99 of 71,500 was up approximately 9,300 versus
          last year and 750 versus 1Q `99 primarily due to the effect of travel
          and TBS acquisitions, increased global technology business demands and
          greater business volumes.

o    OTHER OPERATING EXPENSES: Rose 29% on a GAAP basis on higher costs related
     to business growth, cardmember loyalty programs, acquisitions, professional
     fees for the outsourcing of certain collection activities and various
     business building initiatives, including the internet. On a "Managed Asset"
     Statement of Income basis, other operating expenses were 24% higher
     reflecting the elimination of expenses corresponding to the SFAS 125 gain.


                                       5
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                        TRAVEL RELATED SERVICES (Cont'd)

o    CREDIT QUALITY:

     -    Charge card and lending credit indicators improved in the quarter.

     -    The provision for losses for charge card products was 6% below last
          year as a lower loss rate, which is at a historical low, more than
          offset higher volumes.

     -    The lending provision for losses rose 4% versus 2Q `98 on 24% growth
          in outstanding loans which was partially offset by improved credit
          quality.

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

     -    WORLDWIDE CHARGE CARD:

          --   Write-off and past due rates improved versus 1Q `99 and 2Q `98.
<TABLE>

<CAPTION>
<S>                                                                      <C>        <C>            <C>
                                                                             6/99       3/99           6/98
                                                                         --------   --------       --------
               Loss ratio, net of recoveries                                0.39%      0.43%          0.46%
               90 days past due as a % of receivables                        2.6%       3.0%           3.1%

          --   Reserve coverage of past due accounts remained strong.

                                                                             6/99      3/99           6/98
                                                                          -------   -------         ------
               Reserves (MM)                                                $932       $876         $1,015
               % of receivables                                              3.8%       3.7%           4.3%
               % of past due accounts                                        148%       126%           142%

     -    U.S. LENDING:

          --   The write-off and past due rates improved.
                                                                             6/99       3/99          6/98
                                                                          -------   --------       -------
               Write-off rate, net of recoveries                             5.3%       5.9%           6.6%
               30 days past due as a % of loans                              2.7%       3.1%           3.4%

          --   Cardmember lending reserve coverage of past due accounts
               increased somewhat.

                                                                             6/99       3/99          6/98
                                                                          -------   --------       -------
               Reserves (MM)                                                $602       $623           $577
               % of total loans                                              3.3%       3.7%           3.9%
               % of past due accounts                                        124%       121%           115%
</TABLE>

                                       6
<PAGE>
<TABLE>


                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                       AMERICAN EXPRESS FINANCIAL ADVISORS

<CAPTION>
(preliminary)                Statement of Income
                                 (unaudited)

(millions)                                                   Quarter Ended   Percentage
                                                                June 30,      Inc/(Dec)
                                                           ----------------  ----------
<S>                                                         <C>      <C>       <C>
                                                              1999    1998
                                                              ----    ----
Revenues:
  Investment income                                         $  615   $  603     2%
  Management and distribution fees                             553      482    15
  Other revenues                                               226      197    15
                                                            ------   ------
    Total revenues                                           1,394    1,282     9
  Provision for losses and benefits:
    Annuities                                                  273      292    (7)
    Insurance                                                  132      125     6
    Investment certificates                                     73       58    24
                                                            ------   ------
      Total                                                    478      475     1
                                                            ------   ------
    Total net revenues                                         916      807    14
                                                            ------   ------
Expenses:
  Human resources                                              430      388    11
  Other operating expenses                                     133      110    21
                                                            ------   ------
    Total expenses                                             563      498    13
                                                            ------   ------
Pretax income                                                  353      309    14
Income tax provision                                           111       97    14
                                                            ------   ------
Net income                                                  $  242   $  212    14
                                                            ======   ======
</TABLE>

o    Net revenue growth of 14% resulted from:

     -    Increased management fees from larger managed asset levels;
     -    Greater distribution fees from mutual fund sales, asset levels and
          organic growth at Securities America;
     -    Higher Other Revenues related to insurance premiums and financial
          planning fees; and
     -    Improved spreads on annuity, insurance and certificate products.

o    Margins improved despite higher investment spending on items such as: (i)
     the development of the future advisor platform infrastructure, (ii) the
     evolution of our online transaction and third party distribution
     capabilities, (iii) new product development, and (iv) initiatives in Japan.

o    Securities America, acquired 3/98, is included in both periods.

o    The effective tax rate was 31%, even with last quarter and last year.

<TABLE>
o    ASSETS OWNED, MANAGED AND ADMINISTERED:

<CAPTION>
                                                                           Percentage
     (billions)                                         June 30,            Inc/(Dec)
                                                    ---------------        ----------
                                                      1999     1998
                                                    ------   ------
<S>                                               <C>      <C>                <C>
     Assets owned (excluding separate accounts)     $ 37.8   $ 37.2              2%
     Separate account assets                          30.1     26.6             13
     Assets managed                                  146.2    127.0             15
     Assets administered                              18.3     11.2             63
                                                    ------   ------
                    Total                           $232.4   $202.0             15
                                                    ======   ======
</TABLE>

o    INVESTMENT INCOME:

     - Gross investment income increased 2% as a lower average yield on invested
       assets was offset by a benefit from the value of options hedging
       outstanding stock market certificates.

     - Average invested assets of $31.4B were up 2% versus $30.9B in 2Q `98.

     - The average yield was 7.5% versus 7.7% in 2Q `98.

     - Insurance, annuity and certificate spreads were up versus last year and
       last quarter.


                                       7
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                  AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o    ASSET QUALITY remains strong.

     -    Non-performing assets relative to invested assets were only 0.04% and
          were 400% covered by reserves.
     -    The SFAS 115 related mark-to-market depreciation on the portfolio
          (reported in assets pre-tax) was ($217MM) at 6/99 versus appreciation
          of $534MM at 6/98 and $178MM at 3/99.
     -    Unrealized appreciation on securities held to maturity was $167MM
          compared with $670MM at 6/98 and $448MM at 3/99.

o    MANAGEMENT AND DISTRIBUTION FEES: The increase of 15% was due to higher
     average assets under management, distribution fees from greater mutual fund
     sales and asset levels, larger fees received from Securities America and
     higher brokerage fees from substantially increased retail trading
     activities.
<TABLE>

     -  ASSETS MANAGED:
<CAPTION>
                                                                     Percentage
       (billions)                                  June 30,           Inc/(Dec)
                                                --------------       -----------
                                                 1999    1998
                                                -----    ----
<S>                                            <C>       <C>               <C>
       Assets managed for individuals          $ 96.3    $83.0             16%
       Assets managed for institutions           49.9     44.0             13
       Separate account assets                   30.1     26.6             13
                                                -----   ------
               Total                           $176.3   $153.6             15
                                               ======   ======
</TABLE>

       --   The growth in managed assets since 2Q `98 resulted from $14.9B of
            market appreciation and $7.8B of net new money.

            -    During 2Q `99, market appreciation was $6.6B, and $3.4B of net
                 new managed assets were added.

o    PRODUCT SALES:

     -    Total advisor cash sales from all products were strong, up 18% over 2Q
          `98.
     -    Mutual fund sales increased 13%, with double digit growth in equity
          and money market fund sales, and single digit growth in bond funds.
          All load categories (front-, rear- and no-load) showed improvement
          while no-load funds were particularly strong.
          --   Redemption rates continued to be approximately 50% of the
               industry level.
     -    Annuity sales were up 7%, as fixed annuity sales were strong and
          variable annuity sales rose modestly, reversing a trend of declines
          over many recent quarters.
     -    Sales of insurance products increased 6%.
     -    Certificate sales more than doubled 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 65% of total sales in 2Q
          `99 and 2Q `98.

o    OTHER REVENUES: Were up 15% as a result of higher life and
     property-casualty insurance premiums and greater financial planning fees.

     -    Financial Planning fees of $22.8MM rose 9% versus 2Q `98.

o    PROVISIONS FOR LOSSES AND BENEFITS: Lower annuity product provisions
     resulted from both a smaller fixed annuity inforce level and a reduced
     accrual rate. Insurance provisions rose reflecting a larger inforce level
     and higher claims in the life insurance business lines. Certificate
     provisions increased from a greater effect versus last year from
     appreciation in the S&P 500 and a higher inforce level, partially offset by
     a lower accrual rate.


                                       8
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                  AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)


o    HUMAN RESOURCES: Expenses were up 11% because of larger field force
     compensation-related expenses due to growth in sales and asset levels, as
     well as higher home office expenses reflecting growth in the client
     services organization and contract programmer costs for technology-related
     initiatives.

     -    Beginning in the first quarter of 1999, we have reported contract
          programmer costs, which AEFA traditionally included in "Other
          Operating Expenses", in "Human Resources Expense" for consistency with
          our other business unit reporting. Prior year amounts have been
          reclassified to reflect this change.


     -    BRANDED ADVISOR FORCE: 9,347 at 6/99; +593 advisors, or 7%, versus
          6/98 and up 127 advisors versus 3/99.

          --   We continue to be optimistic about advisors in the pipeline as
               applicant activity remained strong.*

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

          --   Advisor productivity improved.

          --   The number of clients and accounts per client were up 5% and 2%,
               respectively, versus 2Q `98. Client retention continued in excess
               of 95%.


     -    TOTAL ADVISOR FORCE: 10,489 at 6/99; +620 advisors, or 6%, versus 6/98
          and up 117 advisors versus 3/99.

o    OTHER OPERATING EXPENSES: The 21% increase reflects costs related to higher
     business volumes, the development of the new advisor platforms, new product
     development, the evolution of our online transaction and third party
     distribution capabilities, initiatives in Japan, and greater rent and
     equipment support costs for new advisors.

                                       9
<PAGE>
<TABLE>
                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                     AMERICAN EXPRESS BANK/TRAVELERS CHEQUE

<CAPTION>
(preliminary)                 Statement of Income
                                 (unaudited)

(millions)                                    Quarter Ended     Percentage
                                                June 30,         Inc/(Dec)
                                           ------------------   ----------
                                              1999      1998
                                             -----     -----
<S>                                          <C>       <C>          <C>
Net revenues:
  Interest income                            $ 183     $ 218        (16)%
  Interest expense                             108       147        (26)
                                             -----     -----
      Net interest income                       75        71          5
  TC investment income                          86        80          7
  Foreign exchange income                       14        35        (59)
  Commissions, fees and other revenues          84        65         29
                                             -----     -----
     Total net revenues                        259       251          3
                                             -----     -----
Expenses:
  Human resources                               85        79          7
  Other operating expenses                     150       136         10
  Provision for losses                          18        13         39
                                             -----     -----
     Total expenses                            253       228         11
                                             -----     -----
Pretax income                                    6        23        (74)
Income tax benefit                             (32)      (24)        36
                                             -----     -----
Net income                                     $38       $47        (18)
                                             =====     =====
</TABLE>

o    Revenues rose 3% as higher commissions, fees and other revenues and
     investment income were partially offset by lower foreign exchange income.
     AEB's two individual oriented businesses, Private Banking and Personal
     Financial Services ("PFS"), continued to grow in the quarter as related
     assets managed, deposits and loans all increased.

     -    Net interest income at AEB was up 5% versus last year as the effects
          of a lower loan portfolio were offset by the effect of last year's
          reversal of accrued interest on newly non-performing loans in
          Indonesia.

     -    TC investment income increased 7% as a result of a slightly higher
          investment pool, lower yields and benefits related to the valuation of
          low income housing investments.

     -    Foreign exchange income declined substantially as more stable currency
          markets significantly reduced spreads, particularly in the Far East.

     -    Commissions, fees and other revenues increased reflecting higher
          Private Banking and Correspondent Banking fees and losses last year
          within Indonesian security positions.

o    Human resources expense rose 7% and other operating expenses increased 10%
     from costs related to business building initiatives within Private Banking,
     consumer banking and travelers cheque, as well as costs incurred as AEB
     rationalizes certain country activities.

o    AEB remained "well capitalized".

<TABLE>
<CAPTION>
                                     6/99     3/99     6/98     Well-Capitalized
                                     ----     ----     ----     ----------------
<S>                                 <C>      <C>      <C>            <C>
     Tier 1                           9.8%     9.8%     9.2%           6.0%
     Total                           12.1%    12.1%    12.2%          10.0%
     Leverage Ratio                   5.7%     5.4%     5.6%           5.0%
</TABLE>

                                       10
<PAGE>


                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                 AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)

o    EXPOSURES

     -    AEB's loans outstanding declined to $5.2B at 6/99 versus $5.3B at 3/99
          and $6.1B at 6/98. The reduction since 6/98 resulted from a $1.1B
          decrease in corporate and correspondent bank loans and a $260MM
          increase in consumer and private banking loans. Since 3/99, corporate
          and correspondent bank loans were $100MM lower and consumer and
          private banking loans were up $70MM after the securitization of
          approximately $100MM of loans during the quarter.

     -    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
          6/99, compared with $7.5B at 3/99 and $7.2B at 6/98.

<TABLE>
<CAPTION>
                                                              6/30/99
                                    --------------------------------------------
                                                              Net
                                                          Guarantees                            3/31/99
                                               FX and         and                   Total       Total
Country                             Loans    Derivatives  Contingents  Other(1)  Exposure(2)   Exposure(2)
- -------                             -----    -----------  -----------  -------   ----------    -----------

<S>                                 <C>       <C>           <C>        <C>        <C>           <C>
Hong Kong                           $0.6           --        $0.2       $0.1       $ 0.9         $1.0
Indonesia                            0.2           --          --        0.2         0.4          0.4
Singapore                            0.4           --         0.1        0.1         0.5          0.5
Korea                                0.1           --         0.1        0.2         0.4          0.4
Taiwan                               0.3           --         0.1        0.1         0.5          0.6
China                                 --           --          --         --          --           --
Japan                                 --           --          --         --         0.1          0.1
Thailand                              --           --          --         --          --           --
Other                                 --           --          --        0.1         0.2          0.1
  Total Asia/Pacific Region (2)      1.8         $0.1         0.5        0.8         3.2          3.1
                                    ----         ----        ----       ----        ----          ---

Chile                                0.3           --          --        0.1         0.4          0.4
Brazil                               0.3           --          --        0.1         0.3          0.4
Mexico                               0.1           --          --         --         0.1          0.1
Peru                                 0.1           --          --         --         0.1          0.1
Argentina                            0.1           --          --         --         0.1          0.1
Other                                0.2           --         0.1        0.1         0.4          0.4
                                    ----         ----        ----       ----        ----         ----
  Total Latin America (2)            1.0           --         0.1        0.2         1.3          1.4
                                    ----         ----         ---       ----        ----         ----

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          0.2
                                    ----         ----        ----       ----        ----        -----
  Total Sub Continent (2)            0.5           --        0.2         0.5         1.2          1.2
                                    ----         ----        ----       ----        ----        -----

Egypt                                0.4           --          --        0.2         0.7          0.6
Other                                0.2           --         0.1        0.3         0.3          0.3
                                    ----         ----        ----       ----        ----         ----
  Total Middle East and Africa (2)   0.5           --         0.1        0.3         0.9          0.9
                                    ----         ----        ----       ----        ----         ----

  Total Europe (2) (3)               1.3          0.1         0.7        2.2         4.3          4.3

  Total North America (2)            0.2           --         0.1        1.4         1.8          1.8
                                    ----         ----        ----       ----        ----         ----

Total Worldwide (2)                 $5.2         $0.2        $1.8       $5.5       $12.8        $12.8
                                    ====         ====        ====       ====        ====         ====
</TABLE>

     (1)  Includes cash, placements and securities.

     (2)  Individual items may not add to totals due to rounding.

     (3)  Includes $12MM of exposure to Russia at 6/99 versus $20MM at 3/99.

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


                                       11
<PAGE>

                            AMERICAN EXPRESS COMPANY
                          SECOND QUARTER 1999 OVERVIEW
                 AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)


o    Total non-performing loans for AEB at $210MM were basically flat with
     $205MM at 6/98 and $209MM at 3/99.

o    Other non-performing assets at AEB of $55MM at 6/99, primarily foreign
     exchange and derivatives contracts, decreased from $73MM at 6/98 and $64MM
     at 3/99. The decline versus last year reflects write-offs primarily in
     Indonesia, as anticipated within the 1Q `98 provision.

o    AEB's total reserves at 6/99 were $249MM compared with $350MM at 6/98 and
     $261MM at 3/99 and are allocated as follows:
<TABLE>

<CAPTION>
(millions)                                         6/99     3/99     6/98
                                                   ----     ----     ----
<S>                                                <C>      <C>      <C>
Loans                                              $216     $218     $265
Other Assets, primarily derivatives                  32       41       84
Other Liabilities                                     1        2        1
                                                   ----     ----     ----
     Total                                         $249     $261     $350
                                                   ====     ====     ====
</TABLE>

     -    The decline versus 3/99 and 6/98 primarily reflects write-offs in
          Indonesia.

o    Management formally reviews the loan portfolio and evaluates credit risk
     throughout the year. This evaluation 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 June 30, 1999 management believes the
     loss reserve is appropriate.






                                       12



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