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 14, 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 2.05    Costs Associated with Exit or Disposal Activities

American  Express  Company (the  "Company")  announced  today that it expects to
record a pre-tax  charge in the  fourth  quarter of 2004 of  approximately  $100
million to $120 million in connection with various restructuring activities that
it is undertaking  within  certain of its business  units and staff groups.  The
charge  reflects  expenses  in  connection  with  several  initiatives  relating
principally to the  restructuring of the Company's  Business Travel  operations,
the decision to sell certain of the operations of American  Express Bank ("AEB")
in  Bangladesh,  Egypt,  Luxembourg  and Pakistan and the  relocation of certain
functions in the Company's finance  operations.  The Company committed to pursue
the   restructuring   initiatives  at  various  times   throughout  2004.  These
initiatives culminated with the decision by AEB management on December 14, 2004,
to sell the  Bangladesh,  Egypt and Pakistan  operations  described  above.  The
various  restructuring  initiatives are expected to result in the elimination of
approximately 2,000 positions, including approximately 400 positions that may be
transferred  to acquirers in connection  with the  contemplated  sale of the AEB
operations described above. The total expected charge includes approximately $80
million to $90 million in employee severance obligations  (inclusive of payments
to be made to  employees of the AEB  operations  contemplated  to be sold),  and
approximately $20 million to $30 million in other costs principally  relating to
the early  termination of certain real property leases.  Of the total charge, in
addition to the portion  being paid in the fourth  quarter of 2004,  the Company
expects  that the  remaining  approximately  $45 million to $55 million  will be
paid-out  between  January  1 and  December  31,  2005,  when the  restructuring
initiatives  are  expected to be  completed.  The Company  anticipates  that the
restructuring  activities  associated  with the  charge  will  result  in annual
pre-tax  benefits  to the  Company  in  excess  of $75  million  after  all  the
initiatives have been completed.

As discussed in the  Company's  Form 10-Q for the quarter  ended  September  30,
2004, the Company does not expect the charge  described above to have a material
impact on fourth  quarter net income as the Company  expects to record a gain in
the fourth  quarter in connection  with the sale of the leasing  product line in
its  small  business   financing  unit,   American   Express   Business  Finance
Corporation, which was completed on December 1, 2004.

This report includes forward-looking statements,  which are subject to risks and
uncertainties.  The words  "expect,"  "anticipate"  and similar  expressions are
intended to identify  forward-looking  statements.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date on which they are made. The company  undertakes no obligation to update
or revise  any  forward-looking  statements.  Factors  that could  cause  actual
results to differ materially from these forward-looking  statements include, but
are not limited to:  adjustments  arising in the normal course of completing the
Company's fourth quarter financial closing process; and the success,  timeliness
and financial  impact,  including  costs,  cost savings and other  benefits,  of
restructuring  initiatives being implemented or considered by the Company,  such
as planned staff  reductions,  facilities  consolidation and the consummation of
the contemplated sale transactions at American Express Bank.


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 17, 2004