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): 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.)

       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)

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 (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))

Item 4.01 Changes in Registrant's Certifying Accountant.

     As previously  disclosed in the American  Express Company  ("Company") 2004
Proxy,  the Audit Committee of the Board of Directors of the Company  determined
to request  proposals  from auditing  firms for the Company's  2005 audit.  This
request was made pursuant to the Audit  Committee's  charter,  which  requires a
detailed review of the Company's outside audit firm at least every ten years. At
a meeting  held on November 22, 2004,  the Audit  Committee  approved the future
engagement of  PricewaterhouseCoopers  LLP ("PWC") as the Company's  independent
registered public  accountants  ("auditors") for the fiscal year ending December
31, 2005 to replace the firm of Ernst & Young LLP ("E&Y").  E&Y will continue as
the  Company's  auditors  for the year  ending  December  31,  2004.  The  Audit
Committee's  decision to replace the Company's current auditors was made after a
robust  proposal  process that  included  three of the four major  international
accounting  firms,  including E&Y. All of the proposals  received by the Company
were of high quality.

     E&Y's reports on the Company's  consolidated  financial  statements for the
fiscal years ended December 31, 2002 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,  2002 and 2003 and  through
November  22,  2004,  there  were no  disagreements  with 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  November  22,  2004,  there have been no
"reportable  events" (as defined in  Regulation  S-K,  Item  304(a)(1)(v)).  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 November 24, 2004, is filed as Exhibit
16.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

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

                                     - 1 -


     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:   November 24, 2004

                                      - 2-

                                  EXHIBIT INDEX

Item No.        Description
--------        -----------
16.1            Letter to the Securities and Exchange Commission from
                Ernst & Young LLP.

                                     - 3 -

                                                               EXHIBIT Item 16.1

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

November 24, 2004

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


We have read item 4.01 of Form 8-K dated November 24, 2004, of American  Express
Company 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,

/s/ Ernst & Young LLP

                                     - 4 -