Exhibit 5.1

                               December 29, 1998


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

      Re:  American Express Company -- Registration Statement on Form S-4
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Ladies and Gentlemen:

     I am Executive Vice President and General Counsel of, and have represented,
American Express Company, a New York corporation (the "Company"), in connection
with the preparation and filing of a Registration Statement on Form S-4 (File
No. 333-______) (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the merger (the "Merger") of RXP Acquisition Corporation, a Delaware corporation
("Sub"), with and into Rockford Industries, Inc., a California corporation
("Rockford"), as set forth in the Proxy Statement/Prospectus contained in the
Registration Statement and in accordance with Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 9, 1998, among the Company, Sub and
Rockford attached as Annex A to the Proxy Statement/Prospectus.

     In my capacity as such counsel, I or members of my staff have reviewed (i)
the Registration Statement and (ii) the Merger Agreement.  I or members of my
staff have reviewed such matters of law and fact and examined original,
certified, conformed or photostatic copies of such documents, records,
agreements and certificates including, without limitation, resolutions of the
Board of Directors of the Company as in my judgment are necessary or appropriate
to form the basis for the opinions hereinafter set forth.

     This opinion is limited in all respects to the Business Corporation Law of
the State of New York, and no opinion is expressed with respect to the laws of
any other jurisdiction or any effect which such laws may have on the opinions
expressed herein.  This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.

     Based upon and subject to the foregoing, I am of the opinion that the
Common Shares, $.60 par value per share, of the Company to be issued in
connection with the Merger have been duly 

 
authorized and, when issued in accordance with the terms of the Merger
Agreement, will be validly issued, fully paid and nonassessable.

     This opinion is given as of the date hereof, and I assume no obligation to
advise you after the date hereof of facts or circumstances that come to my
attention or changes in law that occur which could affect the opinions contained
herein.

     I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name under the caption "Legal
Matters" in the Proxy Statement/Prospectus that is included in the Registration
Statement.

                                    Sincerely,

                                    LOUISE M. PARENT
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                                    Louise M. Parent
                                    Executive Vice President
                                      and General Counsel