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) December 16, 2004

                            AMERICAN EXPRESS COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
                 (State or Other Jurisdiction of Incorporation)

         1-7657                                          13-4922250 
-----------------------                       ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)

200 Vesey Street, World Financial Center,
          New York, New York                               10285
------------------------------------------               ----------
 (Address of Principal Executive Offices)                (Zip Code)

                                 (212) 640-2000
              (Registrant's Telephone Number, Including Area Code)

         (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 8.01   Other Events

On  December  16,  2004,  several   subsidiaries  of  American  Express  Company
("American Express") entered into an agreement to sell and lease back a total of
seven real properties  located in the United States to designated  affiliates of
The Inland Real Estate Group,  Inc.  ("Inland") and closed on the sale of six of
those properties.  The closing of the remaining property is subject to customary
closing  conditions.  In addition,  a subsidiary  of American  Express in Canada
expects to shortly  enter into an  agreement  with Inland to sell and lease back
one  property  in Canada.  These sale and  leaseback  transactions  will  enable
American  Express to monetize the value of these properties and use the proceeds
for re-investment in its businesses.

At each closing, an affiliate of Inland will lease the relevant property back to
a subsidiary of American  Express for a ten-year  term,  with an option given to
American  Express to renew the lease for up to six  renewal  terms of five years
each.  The leases will be net leases  whereby each American  Express entity that
leases back the property is responsible  for all costs and expenses  relating to
the property (including maintenance,  repair, utilities,  operating expenses and
insurance  costs) in  addition to annual  rent.  The eight  properties  comprise
approximately  2.6 million  square feet and have an aggregate  net book value of
approximately  $235 million and an aggregate sales price of  approximately  $390
million.  The  aggregate  annual rent for the first five years of the leases for
all the eight properties would be approximately $25 million.  The sale leaseback
transactions  will not materially  impact  financial  results in any year. Gains
resulting from completed sale and leaseback  transactions will be amortized over
the initial ten-year lease periods.

The six properties that were sold on December 16, 2004 are the American  Express
Service  Centers in Fort  Lauderdale,  Greensboro,  and  Phoenix;  the  American
Express  Data  Center  in  Minneapolis;  the  IDS  Property  Casualty  Insurance
Corporation headquarters in Depere,  Wisconsin; and the American Express Finance
Center  in  Phoenix.  The  remaining  property  to be sold  upon  completion  of
customary closing conditions is the American Express Service Center in Salt Lake
City.  The  property  in Canada is the  Canadian  Operating  Center in  Markham,


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:   December 16, 2004