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): March 21, 2005

                           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)     (IRS Employer
     of incorporation                                      Identification No.)
     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

         (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 7.01  Regulation FD Disclosure

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 entered into an agreement with the NASD to settle alleged
violations of NASD rules arising from the sale to AEFA customers of Class B
(i.e., no front end load) mutual fund shares between January 1, 2002 and July
31, 2003. AEFA's agreement with the NASD is one of several that the NASD has
entered into with certain brokerage firms regarding allegedly inappropriate
sales of Class B shares.

Under the terms of the settlement, AEFA has consented to the payment of a fine
to the NASD in the amount of $13 million. The Company established reserves in
prior quarters to cover the payment of the fine.

AEFA has also agreed to offer certain customers who purchased Class B shares
in any fund family from January 1, 2002 through the date of the settlement and
continue to hold such shares the option of converting their Class B shares
into a number of Class A shares equal to (x) the number of Class A shares that
the customer could have purchased on the date(s) that they purchased their
Class B shares plus (y) any shares reflecting reinvestment of dividends. AEFA
has agreed to pay cash to certain customers who have sold a portion or all of
their Class B shares in order to put them into substantially the same
financial position (based on actual fund performance and redemption value) in
which such customers would have been had the customers purchased Class A
shares instead of Class B shares. 


     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:   March 23, 2005