EXHIBIT 24.1

                         POWER OF ATTORNEY



         KNOW ALL MEN BY THESE PRESENTS, that we, the directors and officers of
American Express Company do hereby constitute and appoint Richard Karl Goeltz,
Stephen P. Norman and Louise M. Parent, and each of them severally, his or her
true and lawful attorney-in-fact, with power to act with or without each other
and with power of substitution and resubstitution, to do any and all acts and
things in our names and on our behalf in our capacities as directors and
officers of American Express Company and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or any of them, may deem necessary or advisable in connection with the
merger of Rockford Industries, Inc. into a subsidiary of the Company and the
issuance of common shares of the Company pursuant to such merger to enable
American Express Company to comply with the Securities Act of 1933 and any
rules, regulations and requirements of the Securities and Exchange Commission,
including without limitation the execution and filing of a Registration
Statement with respect to the registration of common shares of the Company to be
issued in connection with such merger, any and all amendments to such
Registration Statement, with exhibits thereto and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities 
and Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitutes, may do or cause to be done by virtue
hereof. 

         This Power of Attorney may be executed in counterparts.

         IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 23rd day of November, 1998.




                                       AMERICAN EXPRESS COMPANY



                                       By: RICHARD KARL GOELTZ
                                       -----------------------------------------
                                       Richard Karl Goeltz
                                       Vice Chairman and Chief Financial Officer



Attest:  STEPHEN P. NORMAN
- --------------------------------
Stephen P. Norman
Secretary


HARVEY GOLUB                            CHARLES W. DUNCAN, JR.
- --------------------------------        --------------------------------
Harvey Golub                            Charles W. Duncan, Jr.
Chairman, Chief Executive               Director
Officer and Director





KENNETH I. CHENAULT                     BEVERLY SILLS GREENOUGH
- --------------------------------        --------------------------------
Kenneth I. Chenault                     Beverly Sills Greenough
President, Chief Operating              Director
Officer and Director


RICHARD K. GOELTZ                       F. ROSS JOHNSON
- --------------------------------        --------------------------------
Richard K. Goeltz                       F. Ross Johnson
Vice Chairman and                       Director
Chief Financial Officer


DANIEL T. HENRY
- --------------------------------        --------------------------------
Daniel T. Henry                         Vernon E. Jordan, Jr.
Senior Vice President and               Director
Comptroller


DANIEL F. AKERSON                       JAN LESCHLY
- --------------------------------        --------------------------------
Daniel F. Akerson                       Jan Leschly
Director                                Director


ANNE L. ARMSTRONG                       DREW LEWIS
- --------------------------------        --------------------------------
Anne L. Armstrong                       Drew Lewis
Director                                Director


EDWIN I.  ARTZT                         RICHARD A. MCGINN
- --------------------------------        --------------------------------
Edwin L. Artzt                          Richard A. McGinn
Director                                Director


WILLIAM G. BOWEN                        FRANK P. POPOFF
- --------------------------------        --------------------------------
William G. Bowen                        Frank P. Popoff
Director                                Director