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): October 6, 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)     (I.R.S. Employer
     of incorporation or                                   Identification No.)
        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 (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 October 6, 2005, American Express Company (the "registrant")  determined
certain  adjustments  relating  to the  registrant's  1.85%  Convertible  Senior
Debentures due 2033. A copy of the registrant's  notice to holders setting forth
the  adjustments  is  attached  hereto as Exhibit  99.1 and is  incorporated  by
reference.




Item 9.01   Financial Statements and Exhibits

     99.1   Notice to holders regarding adjustments to 1.85% Convertible Senior 
            Debentures due 2033.









                                    SIGNATURE

     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
                                            (REGISTRANT)

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




DATE:   October 7, 2005


















                                  EXHIBIT INDEX


Item No.     Description
--------     -----------
99.1         Notice to holders regarding adjustments to 1.85% Convertible Senior
             Debentures due 2033.