Subject: File No. S7-8-97
Author:  David Carroll <David.Carroll@aexp.com> at Internet 
Date:    4/29/97 1:14 PM
     
     
     
     
April 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
     
Attention: Jonathan G. Katz,
             Secretary
Re:     PROPOSED AMENDMENTS TO REGULATION S -- SECURITIES ACT RELEASE NO. 7392 
(FILE NO. S7-8-97) (THE "RELEASE")

Dear Mr. Katz:

 American Express Company (the "Company") is pleased to have an opportunity 
to provide comments on the Commission's proposed amendments to Regulation S 
under the Securities Act of 1933, as amended.

 We are writing in response to the Commission's request for comments 
concerning whether any or all of the restrictions proposed in the Release for 
offshore offerings of equity securities also should be applied to offshore 
offerings of debt securities.  American Express Company believes there is no 
need to extend any of the proposed restrictions to offshore offerings of debt 
securities by large, seasoned issuers.  Based on the experience of American 
Express Company and its subsidiaries as issuers of debt securities in the 
offshore markets under Regulation S (for example, in late 1996 by American 
Express Travel Related Services Company, Inc. and American Express Bank Ltd.), 
American Express Company agrees with the Commission's conclusion, as stated 
in the Release, that the problematic practices identified in the Release and 
in the Commission's 1995 interpretive release (Securities Act Rel. No. 7190, 
June 27, 1995) do not exist in the overseas debt securities markets for large, 
seasoned issuers to any degree that would warrant additional restrictions.  
Accordingly, we believe the existing restrictions on offshore debt security 
offerings under Regulation S need not be changed, at least for large, seasoned 
issuers.
     
 If the Commission does determine that further restrictions on offshore 
offerings of debt securities under Regulation S should be adopted, we 
respectfully suggest that the Commission propose such restrictions for 
additional public comment before adopting them.
Very truly yours,
     
David S. Carroll
Group Counsel