Exhibit 16.1




Ernst & Young LLP

June 16, 2005


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


Gentlemen:

We have read item 4.01 of Form 8-K/A dated June 16,  2005,  of American  Express
Incentive  Savings  Plan and are in  agreement  with the  portion  of the  first
sentence of the first  paragraph  related to the dismissal of Ernst & Young LLP,
the second sentence of the first  paragraph and the statements  contained in the
second,  third and fifth paragraphs on page 1 therein. We have no basis to agree
or disagree with the fourth paragraph and the other statements of the registrant
contained therein.


Very truly yours,

/s/ Ernst & Young LLP





















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