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<SEC-DOCUMENT>0000004962-07-000035.txt : 20070720
<SEC-HEADER>0000004962-07-000035.hdr.sgml : 20070720
<ACCEPTANCE-DATETIME>20070720172909
ACCESSION NUMBER:		0000004962-07-000035
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070720
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070720
DATE AS OF CHANGE:		20070720

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
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07657
		FILM NUMBER:		07992258

	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
<SEQUENCE>1
<FILENAME>nandan_sheth.txt
<DESCRIPTION>8-K RE N SHETH
<TEXT>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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): July 20, 2007

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

                           AMERICAN EXPRESS COMPANY
            (Exact name of registrant as specified in its charter)

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

  New York                        1-7657                 13-4922250
- -------------------      ------------------------    -------------------
(State or other          (Commission File Number)     (I.R.S. Employer
 jurisdiction of                                       Identification No.)
 incorporation
 or 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 filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] 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>
ITEM 8.01 OTHER EVENTS.

OPINION OF COUNSEL - INCORPORATED INTO REGISTRATION STATEMENT

     On November 30, 2006, American Express Company (the "Company") entered
into an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") by and among the Company; Cove Acquisition Sub, Inc., a wholly
owned subsidiary of the Company; Harbor Payments, Inc. ("Harbor"); Oak
Investment Partners XI, Limited Partnership and Oak Associates, LLC, pursuant
to which the Company agreed to acquire Harbor (the "Merger"). On December 31,
2006, the Company completed the Merger. Under the terms of the Merger
Agreement, the former Harbor stockholders received unregistered common shares
of the Company (the "Merger Shares").

     On July 20, 2007, the Company filed a prospectus supplement with the
Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, to its automatic shelf registration
statement on Form S-3 (No. 333-138032) (the "Registration Statement") to
register the resale of an additional 16,162 of the Merger Shares by the selling
stockholders from time to time.

     The Company is filing a legal opinion attached hereto as Exhibit 5.1
regarding the legality of the common shares covered by the prospectus
supplement, to be incorporated by reference into the Registration Statement.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

         The following exhibit is attached hereto and filed herewith.

Exhibit No.      Description
- -----------      -----------
5.1              Opinion of Counsel.



                                     -2-
<PAGE>




                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.




Date: July 20, 2007

                                           AMERICAN EXPRESS COMPANY

                                           By:   /s/ Michael Kuchs
                                                 ----------------------
                                                 Michael Kuchs
                                                 Assistant Secretary




                                     -3-
<PAGE>




                                 EXHIBIT INDEX

Exhibit No.      Description
- -----------      -----------
5.1              Opinion of Counsel.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>exhibit_51sheth.txt
<DESCRIPTION>EX 5.1 OPINION
<TEXT>
                                                                Exhibit 5.1

                   [Letterhead of American Express Company]

                                 July 20, 2007

American Express Company
200 Vesey Street
New York, New York 10285
Ladies and Gentlemen:


                I am Senior Counsel of American Express Company, a New York
corporation (the Company"). This opinion is being furnished to you in
connection with the registration for resale of up to 16,162 shares (the
"Shares") of the Company's common shares, par value $0.20 per share (the
"Common Shares"), on behalf of certain selling stockholders. The Shares were
issued to the selling stockholders in a private placement pursuant to that
certain Agreement and Plan of Merger and Reorganization, dated as of November
30, 2006, as amended, by and among the Company, Cove Acquisition Sub, Inc., a
wholly owned subsidiary of the Company, Harbor Payments, Inc., Oak Investment
Partners XI, Limited Partnership and Oak Associates XI, LLC.

     In connection herewith, I have examined:

           (i) the Company's automatic shelf registration statement on Form
S-3 (No. 333-138032) (the "Registration Statement") covering, among other
securities, Common Shares, filed with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "Securities Act"),
which Registration Statement became effective under the Securities Act on
October 16, 2006; and

           (ii) Supplement No. 7 dated July 20, 2007 to the prospectus
supplement dated January 3, 2007 and the accompanying prospectus included in
the Registration Statement, which will be filed with the SEC on the date
hereof, pursuant to Rule 424(b) under the Securities Act (collectively the
"Prospectus").

                I have also examined the Company's Articles of Incorporation
and Bylaws, each as in effect on the date hereof, and resolutions adopted by
the Board of Directors of the Company at a meeting held on November 20, 2006.
In addition, I have examined and relied on the originals or copies, certified
or otherwise identified to my satisfaction, of such instruments, certificates,
records, and other documents and have made such examination of law as I have
deemed necessary or appropriate for the purpose of my opinion hereinafter
expressed.




<PAGE>





               In my examination of the foregoing, I have assumed the
genuineness of all signatures on all documents examined by me (except the
signatures of officers of the Company), the legal competence and capacity of
each person executing documents, the authenticity of all documents submitted
to me as originals, the conformity to authentic originals of all documents
submitted to me as certified or photostatic copies, and the due authorization,
execution and delivery of all documents (other than due authorization,
execution and delivery on behalf of the Company) where due authorization,
execution and delivery are a prerequisite to the effectiveness thereof.

                Based on the foregoing and in reliance thereon, and subject to
the exceptions, qualifications and limitations stated herein, I am of the
opinion that the Shares are validly issued, fully paid and non-assessable.

                The opinion expressed above is limited to the laws of the
State of New York, the federal laws of the United States of America as in
effect (and published or otherwise generally available) on the date hereof,
and I assume no obligation to revise or supplement the opinion should such law
be changed by legislative action, judicial decision or otherwise. In rendering
the opinion, I have not considered, and hereby disclaim any opinion as to, the
application or impact of any laws, cases, decisions, rules or regulations of
any other jurisdiction, court or administrative agency.

                I hereby consent to the filing of this opinion as Exhibit 5.1
to the Current Report on Form 8-K and to the use of my name under the heading
"Legal Matters" in Supplement No. 7. In giving such consent, I do not thereby
concede that I am within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the SEC
thereunder.


                                             Very truly yours,

                                             /s/ David S. Carroll
                                             --------------------
                                             David S. Carroll
                                             Senior Counsel


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