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<SEC-DOCUMENT>0000004962-05-000086.txt : 20050310
<SEC-HEADER>0000004962-05-000086.hdr.sgml : 20050310
<ACCEPTANCE-DATETIME>20050310172354
ACCESSION NUMBER:		0000004962-05-000086
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041122
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050310
DATE AS OF CHANGE:		20050310

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN EXPRESS CO
		CENTRAL INDEX KEY:			0000004962
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				134922250
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07657
		FILM NUMBER:		05673253

	BUSINESS ADDRESS:	
		STREET 1:		200 VESEY STREET
		STREET 2:		50TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10285
		BUSINESS PHONE:		2126402000

	MAIL ADDRESS:	
		STREET 1:		200 VESEY STREET
		STREET 2:		50TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10285
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>axp8ka.txt
<DESCRIPTION>AMERICAN EXPRESS COMPANY'S FORM 8-K/A
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 22, 2004


                            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
               ---------------------------------------------------


                                      None
                --------------------------------------------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below if the Form  8-K/A  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

         Written communications pursuant to Rule 425 under the Securities Act
- ----     (17 CFR 230.425)

         Soliciting material pursuant to Rule 14a-12 under the Exchange Act
- ----     (17 CFR 240.14a-12)

         Pre-commencement communications pursuant to Rule 14d-2(b) under the
- ----     Exchange Act (17 CFR 240.14d-2(b))

         Pre-commencement communications pursuant to Rule 13e-4(c) under the
- ----     Exchange Act (17 CFR 240.13e-4(c))




<PAGE>


Explanatory Note

The Registrant filed a Current Report on Form 8-K dated November 22, 2004, which
report was amended by a report on Form 8-K/A filed  December 9, 2004,  to report
the  decision of the American  Express  Company  Audit  Committee to replace the
Registrant's independent registered public accountants.  This amendment is being
filed to update the information as of the date hereof.


Item 4.01  Changes in Registrant's Certifying Accountant.

     On November  22,  2004,  the Audit  Committee  of the Board of Directors of
American Express Company (the "Company")  appointed  PricewaterhouseCoopers  LLP
("PwC")  as  the  Company's   independent   registered  public  accounting  firm
("auditors")  for the fiscal year ending December 31, 2005 and dismissed Ernst &
Young LLP ("E&Y") as its auditors for the 2005 fiscal  year.  E&Y has  completed
its engagement as the Company's auditors for the 2004 fiscal year.

     E&Y's reports on the Company's  consolidated  financial  statements for the
fiscal years ended December 31, 2004 and 2003 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.

     In connection  with the audits of the Company's  financial  statements  for
each of the two fiscal  years ended  December  31, 2004 and 2003 and through the
date  hereof,  there were no  disagreements  between  the Company and E&Y on any
matters of accounting  principles or practices,  financial statement disclosure,
or auditing scope or procedure,  which,  if not resolved to the  satisfaction of
E&Y,  would have  caused E&Y to make  reference  to the matter in their  report.
During the two most recent fiscal years and through the date hereof,  there have
been no "reportable events" (as defined in Regulation S-K, Item 304(a)(1)(v)).

     During the  Company's  two most  recent  fiscal  years and through the date
hereof,  the  Company  did not  consult  with PwC in  respect  of the  Company's
consolidated  financial  statements  for the years ended  December  31, 2004 and
December  31,  2003  regarding  any of the  matters  or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

     The  Company  has  requested  E&Y to  furnish  the  Company  with a  letter
addressed to the Securities and Exchange  Commission  stating  whether it agrees
with the above  statements.  A copy of E&Y's  letter,  dated March 10, 2005,  is
filed as Exhibit 16.1 to this Form 8-K/A.


Item 9.01  Financial Statements and Exhibits.

(c)  Exhibits.

     16.1  Letter to the  Securities and Exchange Commission  from Ernst & Young
           LLP.








                                     - 1 -




<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:   March 10, 2005

















                                     - 2 -





<PAGE>


                        EXHIBIT INDEX
                        -------------


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

16.1                    Letter to the Securities and Exchange Commission from
                        Ernst & Young LLP.
















                                     - 3 -






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>2
<FILENAME>exh16.txt
<DESCRIPTION>ERNST & YOUNG'S LETTER
<TEXT>

                                                                    EXHIBIT 16.1




E    r Ernst & Young LLP   rPhone:  (212) 773-3000
                                                  5 Times Square      www.ey.com
                                                  New York, NY  10036







March 10, 2005




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


Gentlemen:

We have read item 4.01 of Form 8-K/A filed March 10, 2005,  of American  Express
Company and are in agreement with the portion of the first sentence of the first
paragraph  related to the dismissal of Ernst & Young LLP, the second sentence of
the first paragraph, and the statements contained in the second, third and fifth
paragraphs  on page 1 therein.  We have no basis to agree or  disagree  with the
fourth paragraph and the other statements of the registrant contained therein.


Very truly yours,

/s/ Ernst & Young LLP



















                                     - 4 -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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