Washington, D.C. 20549

                                  FORM 8-K/A

                                CURRENT REPORT

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

      Date of Report (Date of earliest event reported): January 23, 2006

                           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))

                               EXPLANATORY NOTE

         Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Current
Report on Form 8-K/A amends the information reported in Item 5.02 to the
Current Report on Form 8-K dated January 23, 2006 (filed January 27, 2006)
regarding the election of Peter Chernin to the Board of Directors of American
Express Company (the "Company").

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

         On April 24, 2006, the Board of Directors of the Company appointed
Mr. Chernin to serve on the Public Responsibility Committee of the Board.


         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:   April 25, 2006