As filed with the Securities and Exchange Commission on May 8, 2007

                                                    Registration No. 333-98479

                                 UNITED STATES
                            Washington, D.C. 20549
                         POST-EFFECTIVE AMENDMENT NO.1
                                   FORM S-8
                            REGISTRATION STATEMENT
                          THE SECURITIES ACT OF 1933

                           AMERICAN EXPRESS COMPANY
            (Exact name of registrant as specified in its charter)

          New York                                     13-4922250
    ---------------------                          -------------------
       (State or other                              (I.R.S. Employer
        jurisdiction                                Identification No.)
     of incorporation or

      200 Vesey Street
     New York, NY 10285                                   10285
    ---------------------                               ----------
    (Address of principal                               (zip code)
      executive offices)

                       1998 INCENTIVE COMPENSATION PLAN
                           (Full title of the plan)

                            LOUISE M. PARENT, ESQ.
                           Executive Vice President
                              and General Counsel
                           American Express Company
                               200 Vesey Street
                           New York, New York 10285
                    (Name and address of agent for service)

                                (212) 640-2000
         (Telephone number, including area code, of agent for service)

                             EXPLANATORY STATEMENT

On August 21, 2002, 65,000,000 of the common shares, par value $.20 per
share (the "Common Shares"), of American Express Company (the "Registrant")
were registered on this Registration Statement on Form S-8 (Registration No.
333-98479) for issuance under the American Express Company 1998 Incentive
Compensation Plan, as amended (the "1998 Plan"). On April 23, 2007, the
Registrant's shareholders approved the American Express Company 2007 Incentive
Compensation Plan (the "2007 Plan"). As a result of the approval of the 2007
Plan, no additional awards will be made under the 1998 Plan, and 53,000,000 of
the Common Shares that were available on April 23, 2007 for new grants under
the 1998 Plan are now issuable under the 2007 Plan. Pursuant to Instruction E
to Form S-8 and interpretations of the Staff of the SEC's Division of
Corporation Finance, 52,999,999 of the unissued Common Shares previously
registered and available for issuance under the 1998 Plan as of April 23, 2007
under Registration Statement No. 333-98479 are being carried forward and
deemed covered by the registration statement on Form S-8 with respect to the
2007 Plan that was filed on the date hereof. An aggregate registration fee of
$211,393 was paid in connection with the filing of Registration Statement No.
333-98479, of which $172,366 related to the 52,999,999 Common Shares being
carried forward.

                                    PART II


     The contents of registration statement on Form S-8 (Registration No.
333-98479) are hereby incorporated by reference.



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on this 7th day of May, 2007.

                                                 AMERICAN EXPRESS COMPANY

                                                 By /s/ Stephen P. Norman
                                                    Stephen P. Norman

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 7, 2007.

  /s/ KENNETH I. Chenault                     /s/ JAN LESCHLY
-------------------------------             -------------------------------
Kenneth I. Chenault                           Jan Leschly
Chairman, Chief Executive                     Director
   Officer and Director

  /s/ DANIEL T. HENRY                         /S/ RICHARD C. LEVIN
-------------------------------             -------------------------------
Daniel T. Henry                               Richard C. Levin
Executive Vice President and                  Director
Acting Chief Financial Officer

  /s/ JOAN C. AMBLE                           /S/ RICHARD A. MCGINN
-------------------------------             -------------------------------
Joan C. Amble                                 Richard A. McGinn
Executive Vice President                      Director
   and Comptroller

  /s/ DANIEL F. AKERSON                       /s/ EDWARD D. MILLER
-------------------------------             -------------------------------
Daniel F. Akerson                             Edward D. Miller
Director                                      Director

  /s/ CHARLENE BARSHEFSKY                     /S/ FRANK P. POPOFF
-------------------------------             -------------------------------
Charlene Barshefsky                           Frank P. Popoff
Director                                      Director

  /s/ URSULA M. BURNS                         /S/ STEVEN S. REINEMUND
-------------------------------             -------------------------------
Ursula M. Burns                               Steven S. Reinemund
Director                                      Director

  /s/ PETER CHERNIN                           /S/ ROBERT D. WALTER
-------------------------------             -------------------------------
Peter Chernin                                 Robert D. Walter
Director                                      Director

  /s/ VERNON E. JORDAN, JR.                   /S/ RONALD A. WILLIAMS
-------------------------------             -------------------------------
Vernon E. Jordan, Jr.                         Ronald A. Williams
Director                                      Director