EXHIBIT 5

                    [Letterhead of American Express Company]

                                                 May 7, 2007



Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                         Re: American Express Company
                             2007 Incentive Compensation Plan

Ladies and Gentlemen:


     I am Vice President and Senior Counsel of American Express Company (the
"Company"), and I have represented the Company in connection with the
preparation of its Registration Statement on Form S-8 (the "Registration
Statement") consisting of one newly registered share of the Company's Common
Shares, par value $.20 per share, which may be issued under the American
Express Company 2007 Incentive Compensation Plan (the "Plan") and 52,999,999
additional Common Shares carried forward from a prior registration statement
on Form S-8 (Registration No. 333-98479) that may be issued under the 2007
Plan (collectively, the "Shares").

     I have examined the Restated Certificate of Incorporation, as amended,
and the By-Laws of the Company, as amended, the Plan and such other corporate
documents and records as I have deemed necessary in order to render the
opinion set forth below.

     Based upon the foregoing, and subject to the qualifications contained
herein, I am of the opinion that:

        1. The Company is a corporation duly organized and validly existing
           under the laws of the State of New York.

        2. Those newly issued Shares that may be issued under the Plan have
           been duly authorized and, when issued and (where applicable) paid
           for in accordance with the terms and conditions of the Plan and the
           applicable award agreements, will be validly issued, fully paid
           and, subject to Section 630 of the New York Business Corporation
           Law, nonassessable.

     I am a member of the bar of the State of New York and do not herein
express any opinion as to any matters governed by any law other than the laws
of the State of New York and the federal laws of the United States.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to me in Item 5 of the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
commission promulgated thereunder.

                                               Very truly yours,

                                               /s/ Harold E. Schwartz
                                               Harold E. Schwartz
                                               Vice President and Senior Counsel