Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of theSecurities
Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2006

(Exact name of registrant as specified in its charter)


New York
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
200 Vesey Street, World Financial Center New York, New York
(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 8.01 Other Events

        Earlier today American Express Company (the “Company”) filed a preliminary prospectus supplement in connection with the commencement of a public offering of debt securities. The preliminary prospectus supplement includes updated information regarding the status of certain litigation previously disclosed by the Company in its filings with the Securities and Exchange Commission. The full text of the updated disclosure is as follows:

          Beginning in mid-July 2002, 12 putative class action lawsuits were filed in the United States District Court for the Southern District of New York. In October 2002, these cases were consolidated under the caption In re American Express Company Securities Litigation. These lawsuits allege violations of the federal securities laws and the common law in connection with alleged misstatements and omissions regarding certain investments in high-yield bonds and write-downs in the 2000-2001 timeframe. The purported class covers the period from July 18, 1999 to July 17, 2001. The actions seek unspecified compensatory damages as well as disgorgement, punitive damages, attorneys’ fees and costs, and interest. On March 31, 2004, the District Court granted the Company’s motion to dismiss the lawsuit. Plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit. On August 7, 2006, the Court of Appeals, without expressing any views whatsoever on the merits of the cases, vacated the District Court’s judgment and remanded all claims to the District Court for further proceedings. More particularly, the Court of Appeals reversed the District Court’s ruling that two of the plaintiffs’ claims in an amended complaint did not “relate back” to the original complaint and were thus time-barred under the statute of limitations period. As a result, the Court of Appeals decided that it was prudent to remand all claims back to the District Court so that plaintiffs could file a new amended complaint. The Company continues to believe that it has meritorious defenses to the action and intends to file a new motion to dismiss the lawsuit once the amended complaint is filed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.   Description
25.1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association.


        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.

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

DATE:   September 8, 2006


Exhibit No.
      Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association.