Exhibit 99

                             PAGES 22 THROUGH 23 OF
                           AMERICAN EXPRESS COMPANY'S
                              1998 ANNUAL REPORT TO
                            SHAREHOLDERS, DISCUSSING
                                    YEAR 2000

YEAR 2000

The Year 2000 (Y2K) issue is the result of computer programs having been written
using two digits rather than four to define a year. Some programs may recognize
a date using "00" as the year 1900 rather than 2000. This misinterpretation
could result in the failure of major systems or miscalculations, which could
have a material impact on the Company and its businesses or subsidiaries through
business interruption or shutdown, financial loss, reputational damage and legal
liability to third parties. The Company began addressing the Y2K issue in 1995
and has established a plan for resolution, which involves the remediation,
decommissioning and replacement of relevant systems, including mainframe,
mid-range and desktop computers, application software, operating systems,
systems software, date back-up archival and retrieval services, telephone and
other communications systems, and hardware peripherals and facilities dependent
on embedded technology. As a part of our plan, we have generally followed and
utilized the specific policies and guidelines established by the Federal
Financial Institutions Examination Council, as well as other U.S. and
international regulatory agencies. Additionally, we continue to participate in
Y2K related industry consortia sponsored by various partners and suppliers.
Progress is reviewed regularly with the Company's senior management and Board of
Directors.

Our Y2K compliance effort related to information technology (IT) systems is
divided into two initiatives. The first, which is the much larger initiative, is
known internally as "Millenniax," and relates to mainframe and other
technological systems maintained by the American Express Technologies
organization (AET). The second, known as "Business T," relates to the
technological assets that are owned, managed or maintained by the Company's
individual business units. Business T also encompasses the remediation of non-IT
systems. These initiatives involve a substantial number of employees and
external consultants. This multiple sourcing approach is intended to mitigate
the risk of becoming dependent on any one vendor or resource. While the vast
majority of our systems that require modification are being remediated, in some
cases we have chosen to migrate to new applications that are already Y2K
compliant.

The Company's plans for remediation with respect to Millenniax and Business
T include the following program phases: (i) employee awareness and mobilization,
(ii) inventory collection and assessment, (iii) impact analysis, (iv)
remediation/decommission, (v) testing and (vi) implementation. As part of the
first three phases, we have identified the Company's mission-critical systems
for purposes of prioritization. The Company's goals are to complete testing of
critical systems by early 1999, and to continue compliance efforts, including
but not limited to, the testing of systems on an integrated basis and
independent validation of such testing,


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through 1999.* We are currently on schedule to meet these goals. With respect to
systems maintained by the Company, the first three phases referred to above have
been substantially completed for both Millenniax and Business T. In addition,
remediation of critical systems is substantially complete. As of December 31,
1998, for Millenniax, the remediation/decommission, testing and implementation
phases for critical and non-critical systems in total are 82%, 75% and 60%
complete, respectively. For Business T, such phases are 85%, 70% and 69%
complete, respectively. Certain critical systems have already been made Y2K
compliant, such as the Worldwide Credit Authorization System, and we have
completed testing of the global point of sale infrastructure. As a result, we
have begun issuing Year 2000 dated charge and credit cards.

Our most commonly used methodology for remediation is the sliding window.
Once an application/system has been remediated, we apply specific types of
tests, such as stress, regression, unit, future date and baseline to ensure that
the remediation process has achieved Y2K compliance while maintaining the
fundamental data processing integrity of the particular system. To assist with
remediation and testing, we are using various standardized tools obtained from a
variety of vendors.

The Company's cumulative costs since inception of the Y2K initiatives were
$383 million through December 31, 1998 and are estimated to be in the range of
$135-$160 million for the remainder through 2000.* These include both
remediation costs and costs related to replacements that were or will be
required as a result of Y2K. These costs, which are expensed as incurred, relate
to both Millenniax and Business T, and have not had, nor are they expected to
have, a material adverse impact on the Company's results of operations or
financial condition.* Costs related to Millenniax, which represent most of the
total Y2K costs of the Company, are managed by and included in the Corporate and
Other segment; costs related to Business T are included in the business
segments. Y2K costs related to Millenniax represent 14%, 6% and 1% of the AET
budget for the years 1998, 1999 and 2000, respectively. The Company has not
deferred other critical technology projects or investment spending as a result
of Y2K. However, because the Company must continually prioritize the allocation
of finite financial and human resources, certain non-critical spending
initiatives have been deferred.

The Company's major businesses are heavily dependent upon internal computer
systems, and all have significant interaction with systems of third parties,
both domestically and internationally. The Company is working with key external
parties, including merchants, clients, counterparties, vendors, exchanges,
utilities, suppliers, agents and regulatory agencies to mitigate the potential
risks to us of Y2K. The failure of external parties to resolve their own Y2K
issues in a timely manner could result in a material financial risk to the
Company. As part of our overall compliance program, the Company is actively
communicating with third parties through face-to-face meetings and
correspondence, on an ongoing basis, to ascertain their state of readiness.
Although numerous third parties have indicated to us in writing that they are
addressing their Y2K issues on a timely basis, the readiness of third parties
overall varies across the spectrum. Because the Company's Y2K compliance is
dependent on key third parties being compliant on a timely basis, there can be
no assurances that the Company's efforts alone will resolve all Y2K issues.

At this point, the Company is in the process of performing an assessment of
reasonably likely Y2K systems failures and related consequences. The Company is
also preparing specific Y2K contingency plans for all key American Express
business units to mitigate the potential impact of such failures. This effort is
a full-scale initiative that includes both internal and external experts under
the guidance of a Company-wide steering committee. Our contingency plans, which
will be based in part on an assessment of the magnitude and probability of
potential risks, will primarily focus on proactive steps to prevent Y2K failures
from occurring, or if they should occur, to detect them quickly, minimize their
impact and expedite their repair. The Y2K contingency plans will supplement
disaster recovery and business continuity plans already in place, and are
expected to include measures such as selecting alternative suppliers and
channels of distribution, and developing our own technology infrastructure in
lieu of those provided by third parties. Development of the Y2K contingency
plans is expected to be substantially complete by the end of the first quarter
of 1999, and will continue to be refined throughout 1999 as additional
information related to our exposures is gathered.*

*Statements in this Y2K discussion marked with an asterisk are forward-
looking statements which are subject to risks and uncertainties. Important
factors that could cause results to differ materially from these forward-looking
statements include, among other things, the ability of the Company to
successfully identify systems containing two-digit codes, the nature and amount
of programming required to fix the affected systems, the costs of labor and
consultants related to such efforts, the continued availability of such
resources, and the ability of third parties that interface with the Company to
successfully address their Y2K issues.

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