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): May 18, 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.)

       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)


ITEM 5.  Other Events.

American Express Company (the "Company") is reporting in this filing that the
broker-dealer subsidiary of its American Express Financial Advisors operating
segment ("AEFA") has received notification from the staff of NASD, Inc. (the
"NASD") indicating that it has made a preliminary determination to recommend
that the NASD bring an action against AEFA for potential violations of federal
securities laws and the rules and regulations of the Securities and Exchange
Commission and the NASD. The notice received by AEFA comes in the context of a
broader industry-wide review of the mutual fund and brokerage industries that is
being conducted by various regulators. The NASD staff's allegations relate to
AEFA's practices with respect to various revenue sharing arrangements pursuant
to which AEFA receives payments from certain non-proprietary mutual funds for
agreeing to make their products available through AEFA's national distribution
network. In particular, the NASD alleges AEFA's (i) failure to properly disclose
such revenue sharing arrangements from January 2001 until May 2003, (ii) failure
to properly disclose such revenue sharing arrangements in its brokerage
confirmations and (iii) receipt of directed brokerage from January 2001 until
December 2003. The notice from the NASD staff is intended to give AEFA an
opportunity to discuss the issues it has raised. AEFA intends to take advantage
of this opportunity. AEFA continues to cooperate fully with the NASD's inquiry
regarding this matter, as well as all other regulatory inquiries.


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

                                        By:    /s/ Stephen P. Norman
                                        Name:  Stephen P. Norman
                                        Title: Secretary

DATE:   May 19, 2004