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                      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): April 23, 2001
                          --------------------------



                           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 April 23, 2001, the Registrant issued a press release announcing
its 2001 first quarter earnings and distributed a 2001 First 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 2001
              first quarter earnings, dated April 23, 2001.

         99.2 2001 First 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:   April 23, 2001

<PAGE>


                                  EXHIBIT INDEX

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

  99.1       Press release of American Express Company announcing its 2001
             first quarter earnings, dated April 23, 2001.

  99.2       2001 First Quarter Earnings Supplement of American Express Company.



<PAGE>
    News Release     News Release     News Release       News Release

                                                American Express Company
                                                American Express Tower
                                                World Financial Center
                                                New York, N.Y. 10285-4805

                                                Contact:  Michael J. O'Neill
                                                          212/640-5951
                                                          mike.o'neill@aexp.com

                                                          Molly Faust
                                                          212/640-7453
                                                          molly.faust@aexp.com


         New York - April 23, 2001 - AMERICAN EXPRESS COMPANY today reported
first quarter net income of $538 million, down 18 percent from $656 million in
the same period a year ago. Diluted earnings per share declined 17 percent to
$.40 from $.48. Net revenues on a managed basis totaled $5.4 billion, up 2
percent from $5.3 billion. The Company's return on equity was 23.5 percent.

         These results are in-line with the forecast discussed in the Company's
April 2 announcement of expected first quarter earnings. As previously
announced, the results reflect higher losses on American Express Financial
Advisors' (AEFA) high-yield portfolio, as well as the impact of a weaker economy
and equity market declines. Excluding the losses on AEFA's high-yield
investments, the Company's net income would have been flat and earnings per
share would have been 2 percent higher than last year.

         Also, as previously announced, the Company said that earnings per share
growth for the full year is unlikely to meet its earlier target of 12 percent
due to the weakened economy and equity markets.

         TRAVEL RELATED SERVICES (TRS) reported quarterly net income of $522
million, up 16 percent from $448 million a year ago.

         TRS' net revenues increased 8 percent, reflecting growth in loans,
higher billed business and additional cards in force. The growth in billed
business, which was slower than in recent periods, also reflected weaker
economic conditions and a slowdown in spending by corporations. The net interest
yield on U.S. lending activities increased from the prior year, reflecting a
smaller percentage of loan balances on introductory rates and a benefit from
declining interest rates during the quarter.

         The provision for losses on the lending portfolio grew as a result of
higher volumes and an increase in U.S. lending write-off and delinquency rates.
Charge card interest expense grew as a result of a higher effective cost of
funds and higher volumes. Marketing and promotion expenses were lower as TRS
scaled back certain marketing efforts in light of the weaker business
environment. Other operating expenses were flat, as the cost of Cardmember
loyalty programs and business growth were offset by the benefit of reengineering
and cost-control efforts.

         The above discussion presents TRS' results "on a managed basis" as if
there had been no securitization transactions, which conforms to industry
practice. The attached financials present TRS' results on both a managed and
reported basis. Net income is the same in both formats.

         On a reported basis, TRS' results included securitization gains of $42
million pre-tax ($27 million after-tax) and $36 million pre-tax ($23 million
after-tax) in the first quarters of 2001 and 2000, respectively. These gains
were offset by expenses related to card acquisition activities and therefore had
no material impact on net income or total expenses.

         AMERICAN EXPRESS FINANCIAL ADVISORS (AEFA) reported quarterly net
income of $51 million, down 79 percent from $245 million a year ago. Net
revenues decreased 21 percent. These declines reflected a pre-tax loss of $182
million from the write-down and sale of certain high-yield securities, continued
weakness in equity markets, and narrower spreads on the investment portfolio.
The weakened equity markets led to lower asset levels and slower growth in sales
of investment products. As a result, management and distribution fees fell 7
percent.

         The high-yield losses reflect the continued deterioration of the
high-yield portfolio and losses associated with selling certain bonds. The
recognition of these losses followed the quarterly analysis of the portfolio,
which reviews items such as: recent defaults on interest payments, financial
data from issuers, assessments of anticipated future cash flows and the overall
trends in the high-yield sector. Approximately $34 million of the high-yield
losses noted above relate to the early implementation of a new FASB accounting
rule involving certain structured investments.

         Excluding losses in the high-yield sector, first quarter earnings at
AEFA are down approximately 29 percent from year-ago levels.

         Total expenses increased by $72 million from a year ago due primarily
to a $67 million adjustment to the amortization of Deferred Acquisition Costs
(DAC)* for variable insurance and annuity products as a result of the steep
decline in equity markets. This DAC adjustment, coupled with higher costs
associated with the new advisor compensation structure, were partially offset by
slower growth in volume-related compensation and by reengineering and
cost-control initiatives.

         AMERICAN EXPRESS BANK (AEB) reported quarterly net income of $9 million
compared with $7 million a year ago. The results reflect strong performance in
Personal Financial Services, higher foreign exchange revenue, security gains,
and lower operating expenses as a result of AEB's reengineering efforts. These
were partly offset by higher provisions for losses, which reflect an increase in
non-performing corporate loans and lower revenue from Corporate Banking as the
Company continues to shift its focus to Personal Financial Services and Private
Banking.

         CORPORATE AND OTHER reported net expenses of $44 million, which was
unchanged from a year ago. Results for both years include a preferred stock
dividend based on earnings from Lehman Brothers. The dividend was offset by
expenses related to business-building initiatives.

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

         *DACs are the costs of acquiring new business, which are deferred and
amortized according to a schedule that reflects a number of factors, the most
significant of which are the anticipated profits and persistency of the product.
The amortization schedule must be adjusted periodically to reflect changes in
those factors.

                                   ***

         Note: The 2001 First Quarter Earnings Supplement is being made
available this morning on the American Express Web site at
http://ir.americanexpress.com. In addition, an investor conference call to
discuss first quarter earnings results, operating performance and other topics
that may be raised during the discussion will be held at 12:00 p.m. ET today.
Live audio of the conference call will be accessible to the general public on
the American Express Web site at http://ir.americanexpress.com. A replay of the
conference call will be available today at the same Web address.

                                   ***

         THE STATEMENTS IN THIS PRESS RELEASE RELATING TO THE COMPANY'S EXPECTED
FINANCIAL PERFORMANCE IN 2001 ARE FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT
TO RISKS AND UNCERTAINTIES. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED
TO, THE FOLLOWING:

         Fluctuation in the equity markets, which can affect the amount and
types of investment products sold by AEFA, the market value of its managed
assets, and management and distribution fees received based on those assets;
potential deterioration in the high-yield sector, which could result in further
losses in AEFA's investment portfolio; developments relating to AEFA's new
platform structure for financial advisors, including the ability to increase
advisor productivity, moderate the growth of new advisors and create
efficiencies in the infrastructure; AEFA's ability to effectively manage the
economics in selling a growing volume of non-proprietary products to clients;
investment performance in AEFA's mutual fund business; the success and financial
impact of reengineering initiatives being implemented at the Company, including
cost management, structural and strategic measures such as vendor and process
consolidation, outsourcing and using lower cost internal distribution channels;
the ability to control and manage operating, infrastructure, advertising and
promotion and other expenses as business expands or changes, including balancing
the need for longer term investment spending; consumer and business spending on
the Company's travel related services products, particularly credit and charge
cards and growth in card lending balances, which depend in part on the ability
to issue new and enhanced card products and increase revenues from such
products, attract new cardholders, capture a greater share of existing
cardholders' spending, sustain premium discount rates, increase merchant
coverage, retain Cardmembers after low introductory lending rates have expired,
and expand the global network services business; successfully expanding the
Company's on-line and off-line distribution channels and cross-selling
financial, travel, card and other products and services to its customer base,
both in the U.S. and abroad; effectively leveraging the Company's assets, such
as its brand, customers and international presence, in the Internet environment;
investing in and competing at the leading edge of technology across all
businesses; increasing competition in all of the Company's major businesses;
fluctuations in interest rates, which impacts the Company's borrowing costs,
return on lending products and spreads in the investment and insurance
businesses; credit trends and the rate of bankruptcies, which can affect
spending on card products, debt payments by individual and corporate customers
and returns on the Company's investment portfolios; foreign currency exchange
rates; political or economic instability in certain regions or countries, which
could affect commercial lending activities, among other businesses; legal and
regulatory developments, such as in the areas of consumer privacy and data
protection; acquisitions; and outcomes in litigation. A further description of
these and other risks and uncertainties can be found in the Company's 10-K
Annual Report for the fiscal year ending December 31, 2000 and other reports
filed with the SEC.

                                ###
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