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): November 22, 2004



                     AMERICAN EXPRESS INCENTIVE SAVINGS PLAN
             (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 4.01 Changes in Registrant's Certifying Accountant.

     As previously  disclosed in the American  Express Company  ("Company") 2004
Proxy,  the Audit Committee of the Board of Directors of the Company  determined
to request  proposals  from auditing  firms for the Company's  2005 audit.  This
request was made pursuant to the Audit  Committee's  charter,  which  requires a
detailed review of the Company's outside audit firm at least every ten years. At
a meeting  held on November 22, 2004,  the Audit  Committee  approved the future
engagement of  PricewaterhouseCoopers  LLP ("PWC") as the independent registered
public  accountants  ("auditors") of the American Express Incentive Savings Plan
(the "Plan") for the fiscal year ending December 31, 2005 to replace the firm of
Ernst & Young LLP ("E&Y").  E&Y will  continue as the auditors for the financial
statements  of the  Plan  for the year  ending  December  31,  2004.  The  Audit
Committee's  decision to replace the  current  auditors  was made after a robust
proposal process that included three of the four major international  accounting
firms, including E&Y.

     E&Y's reports on the Plan's financial statements for the fiscal years ended
December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to  uncertainty,  audit scope,  or
accounting principles.

     In connection with the audits of the Plan's  financial  statements for each
of the two fiscal years ended  December  31, 2002 and 2003 and through  November
22,  2004,  there were no  disagreements  with E&Y on any matters of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which, if not resolved to the satisfaction of E&Y, would have caused
E&Y to make reference to the matter in their report.  During the two most recent
fiscal  years and through  November  22,  2004,  there have been no  "reportable
events"  (as  defined in  Regulation  S-K,  Item  304(a) (1) (v)).  The Plan has
requested E&Y to furnish the Plan with a letter  addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements.  A copy
of E&Y's letter,  dated November 24, 2004, is filed as Exhibit 16.1 to this Form
8-K.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

    16.1          Letter to the Securities and Exchange Commission from 
                  Ernst & Young LLP.
















                                     - 1 -





                                    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 INCENTIVE SAVINGS PLAN
                                 
                                         By:    /s/ Valeria M. Christensen
                                                --------------------------------
                                         Name:  Valeria M. Christensen
                                         Title: Delegate
                                                Employee Benefits Administration
                                                  Committee




DATE:   November 24, 2004
























                                     - 2 -





                                  EXHIBIT INDEX


Item No.        Description
--------        -----------
16.1            Letter to the Securities and Exchange Commission from
                Ernst & Young LLP.
























                                     - 3 -





                                                               EXHIBIT Item 16.1




E   rErnst & Young LLP   rPhone (212) 773-3000
                                
                                                 5 Times Square       www.ey.com
                                                 New York, NY 10036




November 24, 2004




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read item 4.01 of Form 8-K dated November 24, 2004, of American  Express
Incentive  Savings  Plan and are in  agreement  with the fourth  sentence of the
first paragraph and the statements  contained in the second and third paragraphs
on page 1 therein.  We have no basis to agree or disagree with other  statements
of the registrant contained therein.


Very truly yours,

/s/ Ernst & Young LLP



























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