EXHIBIT 5

                    [Letterhead of American Express Company]

                                                              May 14, 1998




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

                     Re:  American Express Company
                          1998 Incentive Compensation Plan

Ladies and Gentlemen:

             I am Group Counsel of American Express Company (the "Company"), and
I have represented the Company in connection with the preparation of the
Registration Statement on Form S-8 of the Company relating to 52,970,000 Common
Shares, par value $.60 per share (the "Common Shares"), of the Company being
registered for offer and sale pursuant to the 1998 Incentive Compensation Plan
(the "Plan")(which includes 17,970,000 shares registered but not issued under
the Company's 1989 Long-Term Incentive Plan).

             I or members of my staff have examined the Certificate of
Incorporation, as amended, and the By-laws of the Company, 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 qualification that I
am admitted to the practice of law only in the State of New York and do not
purport to be expert in the laws of any jurisdiction other than the State of New
York and the United States, 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. In the case of Common Shares delivered in respect of an award of
restricted stock, when such shares have been delivered in accordance with and
pursuant to the terms of the Plan, such shares will be validly issued and, when
the restrictions on the transfer of such shares and the Company's option to
cancel or repurchase have expired, all as provided in the Plan, such shares will
be fully paid and nonassessable.

             3. In the case of Common Shares delivered upon the exercise of
stock options and delivered in respect of stock appreciation rights and
performance grants or other awards that may be made pursuant to the terms of the
Plan, when such shares have been delivered in accordance with and pursuant to
the terms of the Plan, such shares will be validly issued and, subject to any
restrictions on such shares that the Compensation and Benefits Committee of the
Company's Board of Directors in its discretion may impose pursuant to the Plan,
will be fully paid and nonassessable.

Securities and Exchange Commission
May 14, 1998
Page Two




             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.

                                               Very truly yours,

                                               /s/ Douglas H. Daniels
                                               Douglas H. Daniels
                                               Group Counsel