SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
    
                                       FORM T-1
    
    STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
    DESIGNATED TO ACT AS TRUSTEE
    
    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
    SECTION 305(b)(2)   X
                       ---
    
                               FIRST UNION NATIONAL BANK
                  (Exact Name of Trustee as Specified in its Charter)
    
                                      22-1147033
                         (I.R.S. Employer Identification No.)
    
                  301 SOUTH COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
                       (Address of Principal Executive Offices)
    
                                      28288-0630
                                      (Zip Code)
    
                               FIRST UNION NATIONAL BANK
                          ONE WORLD TRADE CENTER, 47th FLOOR
                                  NEW YORK, NY 10048
                       ATTENTION: CORPORATE TRUST ADMINISTRATION
                                    (212) 938-0336
               (Name, address and telephone number of Agent for Service)
    
                               AMERICAN EXPRESS COMPANY
                  (Exact Name of Obligor as Specified in its Charter)
    
                                       NEW YORK
            (State or other jurisdiction of Incorporation or Organization)
    
                                      13-4922250
                         (I.R.S. Employer Identification No.)
    
    
               AMERICAN EXPRESS TOWER, WORLD FINANCIAL CENTER, NEW YORK,
                       (Address of Principal Executive Offices)
    
                                         10285
                                      (Zip Code)
    
                                SENIOR DEBT SECURITIES
                            (TITLE OF INDENTURE SECURITIES)
    
    
    
    1. GENERAL INFORMATION.
    
    FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
    
    A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS
       SUBJECT:
       Comptroller of the Currency
       United States Department of the Treasury
       Washington, D.C.  20219
    
       Federal Reserve Bank
       Richmond, Virginia 23219
    
       Federal Deposit Insurance Corporation
       Washington, D.C.  20429
    
    B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
    
       Yes.
    
    
    2. AFFILIATIONS WITH OBLIGOR.
    
       IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
    AFFILIATION.
    
       None.
    
    
    3. VOTING SECURITIES OF THE TRUSTEE.
    
       FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
    THE TRUSTEE:
    
       Not applicable - see answer to Item 13.
    
    4. TRUSTEESHIPS UNDER OTHER INDENTURES.
    
       IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
    SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
    SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
    
       Not applicable - see answer to Item 13.
    
    5.  INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
        UNDERWRITERS.
    
        IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE
    TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
    REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY
    EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH
    CONNECTION.
    
        Not applicable - see answer to Item 13.
    
    
    
    6.  VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
        OFFICIALS.
    
        FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
    TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND
    EXECUTIVE OFFICER OF THE OBLIGOR:
    
        Not applicable - see answer to Item 13.
    
    7.  VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
    
        FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
    TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
    DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:
    
        Not applicable - see answer to Item 13.
    
    8.  SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
    
        FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
    BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
    TRUSTEE:
    
        Not applicable - see answer to Item 13.
    
    9.  SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
    
        IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
    OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
    FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
    UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
    
         Not applicable - see answer to Item 13.
    
    10.  OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
    AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
    
         IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
    OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
    THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR
    (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
    FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
    
         Not applicable - see answer to Item 13.
    
    11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING
    50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
    
         IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
    OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
    TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
    FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
    PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
    
         Not applicable - see answer to Item 13.
    
    12.  INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
    
         EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
    TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
    
         Not applicable - see answer to Item 13.
    
    13.  DEFAULTS BY THE OBLIGOR.
    
         (A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
    SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
    
         None.
    
         (B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
    OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
    SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
    OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
    BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
    SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
    
          None
    
    14.   AFFILIATIONS WITH THE UNDERWRITERS.
    
          IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
    AFFILIATION.
    
          Not applicable - see answer to Item 13.
    
    15.   Foreign trustee.
    
          IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED
    TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE
    ACT.
    
          Not applicable - trustee is a national banking association organized
    under the laws of the United States.
    
    16.   LIST OF EXHIBITS.
    
          LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
    
    __  1. Copy of Articles of Association of the trustee as now in effect.*
    
        2. Copy of the Certificate of the Comptroller of the Currency dated March
    4, 1998, evidencing the authority of the trustee to transact business.**
    
    __  3.  Copy of the Certification of Fiduciary Powers of the trustee by the
    Office of the Comptroller of the Currency dated April 7, 1999.***
    
    __  4. Copy of existing by-laws of the trustee.***
    
    __  5. Copy of each indenture referred to in Item 4, if the obligor is in
    default.
    
           -Not Applicable.
    
    X   6. Consent of the trustee required by Section 321(b) of the Act.
    ---
    
    X   7. Copy of report of condition of the trustee at the close of business on
    ---
    June 30,2000, published pursuant to the requirements of its supervising
    authority.
    
    __ 8. Copy of any order pursuant to which the foreign trustee is authorized to
    act as sole trustee under indentures qualified or to be qualified under the
    Act.
    
           - Not Applicable
    
    __  9. Consent to service of process required of foreign trustees pursuant to
    Rule 10a-4 under the Act.
    
           - Not Applicable
    
    ----------------------
           *Previously filed with the Securities and Exchange Commission on March
    16, 1998 as an Exhibit to Form T-1 in connection with Registration Statement
    Number 333-47985, ** and filed with the Securities and Exchange Commission on
    July 15, 1998 as an Exhibit to Form T-1 in connection with Registration
    Statement Number 333-59145, *** and filed with the Securities and Exchange
    Commission on May 20, 1999 in connection with Registration Statement Number
    333-78927 and incorporated herein by reference.
    
                                         NOTE
    
            The trustee disclaims responsibility for the accuracy or completeness
    of information contained in this Statement of Eligibility and Qualification
    not known to the trustee and not obtainable by it through reasonable
    investigation and as to which information it has obtained from the obligor and
    has had to rely or will obtain from the principal underwriters and will have
    to rely.
    
                                       SIGNATURE
    
           Pursuant to the requirements of the Trust Indenture Act of 1939, the
    trustee, First Union National Bank, a national banking association organized
    and existing under the laws of the United States of America, has duly caused
    this Statement of Eligibility and Qualification to be signed on its behalf by
    the undersigned, thereunto duly authorized, all in the City of New York and
    State of New York, on the 20th day of October 2000
    
                                           FIRST UNION NATIONAL BANK
    
                                           By: /s/ MICHELLE MENA
                                               Michelle Mena
                                               Officer