<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>2
<FILENAME>amexcoisp8kex161_1208.txt
<TEXT>
                               Ernst & Young LLP
                                 5 Times Square
                               New York, NY 10036
                             Phone: (212) 773-3000
                                   www.ey.com






December 8, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read item 4.01 of Form 8-K/A dated December 8, 2004, of American Express
Incentive Savings Plan and are in agreement with the fourth sentence of the
first paragraph and the statements contained in the second and third paragraphs
on page 1 therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.


Very truly yours,

Ernst & Young LLP


</TEXT>
</DOCUMENT>
