SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A/A AMENDMENT NO. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


AMERICAN EXPRESS COMPANY
(Exact Name of Registrant as specified in its Charter)

           New York                                    13-4922250
 (State of incorporation or organization)          (I.R.S. Employer
                                                  Identification No.)

       200 Vesey Street                                   10285
(Address of principal executive offices)                (zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                       Name of Each Exchange on Which
to be so Registered                       Each Class is to be Registered
--------------------                      ------------------------------
Common Shares,                            Boston Stock Exchange
par value $0.20 per share

If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. / /

If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / /

Securities to be registered pursuant to Section 12(g) of the Act:

None


(Title of Class)


ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.

On May 10, 2000, American Express Company (the "Company") effected a 3-for-1 stock split of the Company's issued and unissued common shares, par value $.60 per share. As a result of the stock split, each shareholder of record received two additional shares for each share held and the par value of each share was reduced from $.60 to $.20. Item 1 of the Registration Statement on Form 8-A, dated November 14, 1984, filed with the Securities and Exchange Commission (the "Commission") is hereby amended and restated in its entirety as follows:

DESCRIPTION OF CAPITAL STOCK OF AMERICAN EXPRESS COMPANY

Set forth below is a description of the Company's capital stock. The following statements are summaries of, and are subject to the detailed provisions of the Company's Restated Certificate of Incorporation and By-laws and the New York Business Corporation Law.

The Company is authorized to issue up to 3,600,000,000 Common Shares, par value $.20 per share and up to 20,000,000 Preferred Shares, par value $1.66 2/3 per share. No Preferred Shares are currently outstanding.

COMMON SHARES

The rights of the holders of Common Shares are qualified by the rights of the holders, if any, of Preferred Shares. Subject to these prior rights, the holders of Common Shares are entitled to receive such dividends as are declared by the Board of Directors out of funds legally available therefor and to receive ratably on liquidation any assets which remain after payment of liabilities and the liquidation preferences of Preferred Shares. Each Common Share entitles the holder thereof to one vote at all meetings of shareholders, and such votes are noncumulative. The Common Shares are not redeemable, have no subscription or conversion rights and do not entitle the holder thereof to any preemptive rights.

PREFERRED SHARES

The Board of Directors of the Company may issue Preferred Shares in series. The Board is authorized to determine the number and designation of each series and the relative rights, preferences and limitations of each series, including dividend, conversion, redemption, liquidation and voting rights. Preferred Shares of all series are of equal rank as to dividends, redemption and liquidation rights.

ITEM 2. EXHIBITS.

Exhibit No. Description

-----------  ------------
1            Company's Restated Certificate of Incorporation (incorporated
             by reference to Exhibit 4.1 of the Company's Registration
             Statement on Form S-3, dated July 31, 1997 (Commission File No.
             333-32525)).

2            Company's Certificate of Amendment of the Certificate of
             Incorporation, dated April 25, 2000 (incorporated by reference to
             Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q
             (Commission File No. 1-7657) for the quarter ended March 31, 2000).

3            Company's By-laws, as amended through February 23, 1998
             (incorporated by reference to Exhibit 3.2 of the Company's
             Annual Report on Form 10-K (Commission File No. 1-7657) for the
             fiscal year ended December 31, 1997).

4            Form of certificate for common shares, par value $0.20 per share.


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN EXPRESS COMPANY (Registrant)

                                       By:   /s/  Stephen P. Norman
                                           --------------------------
                                           Name:  Stephen P. Norman
                                           Title: Secretary
Date:  June 12, 2000


EXHIBIT INDEX

Exhibit No. Description

-----------  ------------
1            Company's Restated Certificate of Incorporation (incorporated
             by reference to Exhibit 4.1 of the Company's Registration
             Statement on Form S-3, dated July 31, 1997 (Commission File No.
             333-32525)).

2            Company's Certificate of Amendment of the Certificate of
             Incorporation, dated April 25, 2000 (incorporated by reference to
             Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q
             (Commission File No. 1-7657) for the quarter ended March 31, 2000).

3            Company's By-laws, as amended through February 23, 1998
             (incorporated by reference to Exhibit 3.2 of the Company's
             Annual Report on Form 10-K (Commission File No. 1-7657) for the
             fiscal year ended December 31, 1997).

4            Form of certificate for common shares, par value $0.20 per share.


EXHIBIT 4

COMMON SHARES COMMON SHARES
[NB ] [ ]

AMERICAN EXPRESS COMPANY
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY AND RIDGEFIELD PARK, NJ

INCORPORATED UNDER THE                                      SEE REVERSE FOR
        LAWS                                                    CERTAIN
    OF THE STATE                                             ABBREVIATIONS
        OF
     NEW YORK

     THIS CERTIFIES THAT                             IS THE OWNER OF
                        ---------------------------
       PAR VALUE                                        PAR VALUE
         $.20           ---------------------------        $.20
                                                   [CUSIP 025816 10 9]

FULL PAID AND NON-ASSESSABLE COMMON SHARES OF THE

American Express Company transferable in person or by duly authorized attorney on the books of the Company upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the seal of the Company and the signatures of its duly authorized officers.

Dated

/s/Stephen P. Norman                                /s/Harvey Golub
Secretary                                           Chairman of the Board

                   [SEAL OF AMERICAN EXPRESS COMPANY]

COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C.
TRANSFER AGENT AND REGISTRAR

BY /s/ Norma Cianfaglione
   ----------------------
   AUTHORIZED OFFICER


REVERSE SIDE OF CERTIFICATE

AMERICAN EXPRESS COMPANY

THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND OF EACH SERIES OF THE PREFERRED SHARES SO FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES. SUCH REQUESTS MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY IN NEW YORK CITY.


        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws regulations:

TEN COM - as tenants in common           UNIF GIFT MIN ACT -         Custodian
TEN ENT - as tenants by the entireties                      --------          -------
JT TEN  - as joint tenants with right of                     (Cust)           (Minor)
          survivorship and not as tenants                   under Uniform Gifts to Minors Act
          in common                                                                          ------------
                                                                                             (State)

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR ASSIGNEE
[ ]


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.


----------------------------------------------------------------------- Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint


Attorney to transfer the said shared on the books of the within-named Company with full power of substitution in the premises.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Dated,


NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.


SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN PROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.