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[AMERICAN EXPRESS FINANCIAL ADVISORS]

July 25,
2005

BY
EDGAR CORRESPONDENCE

Mark
Webb

Legal Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 0408

100 F Street, N.E.

Washington, DC 20549

Re:Ameriprise Financial, Inc. Registration Statement on Form 10, Filed June 7, 2005, as amended July 25, 2005; File
No. 1-32525

Dear
Mr.Webb:

        We
refer to the comment letter dated July 8, 2005 from the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") concerning the Registration Statement on Form 10 of Ameriprise Financial, Inc. (the "Company")
filed with the Commission on June 7, 2005 (the "Form 10"), in connection with the registration of shares of the Company under Section 12(b) of the
Securities Exchange Act of 1934, as amended.

        We
have set forth below the text of each of the Staff's comments set forth in its comment letter, followed by the Company's response. In addition to responding to the Staff's comments,
we have updated the Form 10 generally.

*    *    *    *    *

General

1.To the extent the effectiveness of the registration statement is delayed, please update your financial statements as required by Rule 3-12 of
Regulation S-X.

The
Company has noted the Staff's comment.

Summary of Consolidated Financial Data, page 12

2.While we note you do not have a classified balance sheet, please revise to disclose your obligations that are long-term in nature, including
separate account liabilities.

Refer to Instruction 2 of Item 301 of Regulation S-K. Similarly revise the Selected Consolidated Financial Data on
page 42.

The
Company has revised the disclosure as requested. See pages 13 and 42.

Capitalization, page 40

3.Please revise to delete the presentation of cash and cash equivalents. Capitalization is represented by long-term debt and stockholders'
equity.

The
Company has revised the presentation as requested. See page 40.

Unaudited Pro Forma Financial Information, page 44

4.Please revise to provide a tabular presentation of all non-recurring charges excluded from these financial statements, identifying the period in
which they will be incurred.

The
Company has revised the disclosure as requested. See page 45.

5.We note on page F-18 that you have provided for income taxes on a separate return basis, except that, under an agreement between you and American
Express, tax benefits have been recognized for losses to

 the extent such losses can be used on American Express' consolidated federal income tax return. Please revise your pro forma income statements to reflect a tax provision calculated on the separate
return basis with no exceptions. Refer to Question 3 of SAB Topic 1.B:1.

We
note supplementally to the Staff that Question 3 of SAB Topic 1:B.1 was considered in the preparation of the pro forma financial information and that for the periods presented, the total income tax
provision for the Company computed on a separate return basis was the same as the total income tax provision historically reported. The separate return basis, however, would have resulted in a pro
forma $16 million reclassification of 2004 income tax benefit from the current to the deferred provision. That reclassification would have resulted from a net capital loss carry forward of
$44 million that would not have been utilized on the Company's separate returns, but was expected to be utilized on the American Express consolidated 2004 income tax return. Management believes
that the ultimate realization of the related $16 million pro forma deferred tax asset would have been more likely than not and, accordingly, no valuation allowance would have been required on a
separate return basis as of December 31, 2004 or as of March 31, 2005.

Based
on the above, the Company has revised the disclosure in footnote (e) to the unaudited pro forma consolidated statements of income by adding a statement that the computation of the pro
forma income tax provision on a separate return basis as compared to the method used on a historical basis resulted in no additional adjustment. See page 48.

Unaudited Pro Forma Income Statement for the Year ended December 31, 2004 and the Three Months ended March 31, 2005, page 46

6.Please revise to delete adjustment (c), which assumes interest income earned on a capital contribution. Limit your disclosure of any assumed earnings to the
footnotes.

The
Company has revised the presentation as requested. See page 47.

7.Please revise footnote (d) to disclose all assumptions used to determine the amount of the adjustment and the basis for those
assumptions.

The
Company has revised the disclosure as requested. See page 48.

Unaudited Pro Forma Income Statement for the Three Months ended March 31, 2005, page 47

8.We note separation costs of $20 million included in pro forma income for the three months ended March 31, 2005. Please revise to disclose income
from continuing operations before nonrecurring charges or credits directly attributable to the transaction. Refer to Rule 11-02(b)(5) of
Regulation S-X.

The
Company has revised the presentation as requested. See page 48.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 50

General

9.Please revise to specifically discuss and analyze your balance sheet and significant changes in your balance sheet. Please include expanded disclosure of the
amounts related to your insurance subsidiaries, including where they are recorded in your balance sheet. A tabular format of the related reserves may be helpful to an investor. Refer to Item 303(a) of
Regulation S-K

The
Company has revised the disclosure as requested. See pages 82, 83 and 84.

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Our Results of Operations by Segment, page 71

10.For each of the periods presented, please revise to include the "Corporate and Other" segment in your analysis.

The
Company has revised the disclosure as requested. See pages 76 and 81.

Consolidated Statements of Income, page F-3

11.Noting the significance of the other expenses line item to pre-tax income, please revise to separately report on the face of your income statement
all categories of expenses that are material. Alternatively, provide footnote disclosure of the significant components of this line item. Consider providing an expanded discussion of these items in
MD&A.

The
Company has revised the disclosure as requested. See page F-47. We note to the Staff that other expenses are discussed in MD&A. See pages 70, 72 and 73.

Note 1. Summary of Significant Accounting Policies, page F-7

General

12.Please revise here and throughout your document to disclose how you considered SAB Topic 1:B in preparing these financial statements. Revise MD&A to provide a
separate section that discusses services and operations provided by American Express that you will have to replace and that discusses any financial obligations you will have to American Express during
the transition of your company to that of a separate entity. Please ensure that you have discussed all associated trends on operations. For instance, clarify if there is any fee associated with the
right you will have to use the American Express name for two years after the separation.

The
Company has revised the disclosure as requested. See pages 54, 55, F-7 and F-8.

Other Revenues, page F-10

13.Please revise to disclose your revenue recognition accounting model related to universal and variable universal life insurance. Refer to SFAS
97.

The
Company has revised the disclosure as requested. See page F-10.

Trading Securities, page F-12

14.Please cite the authoritative guidance you rely on to record your hedge fund investments at fair value with unrealized and realized gains (losses) recorded in
the income statement.

The
Company invests in hedge funds as part of its portfolio diversification strategy. In accounting for these investments, the Company has historically applied the accounting guidance of
SFAS 115 for investments classified as "trading." The authoritative literature that would generally apply to the accounting for hedge fund investments is APB 18 and EITF Topic
No. D-46 and would result in the Company accounting for its hedge fund investments using the equity method. Pursuant to the AICPA Audit and Accounting Guide: Investment Companies,
hedge funds (i.e, limited liability investment partnerships) account for their assets and liabilities at fair value, with realized and unrealized
changes in fair value being reported in their results from operations. The Company had previously evaluated this guidance and determined that applying the equity method of accounting to the Company's
hedge fund investments would result in (i) the same income/(loss) from investments and (ii) the same investment in hedge fund balance when compared to the amounts the Company has
historically reported applying FAS 115 trading investment accounting. While the Company believes that classifying its investments in hedge funds as trading securities reflects the underlying
nature of the investment activities within the hedge funds, the Company has modified

3

the
description for these investments in Note 2 to our consolidated financial statements to read "Trading securities, at fair value and equity method investments in hedge funds" and has made
corresponding changes elsewhere in the registration statement.

Future Policy Benefits and Claims, page F-16

15.Please revise to disclose why liabilities for equity indexed deferred annuities are valued differently for annuities issued in 1999 or later as compared to
those issued before 1999.

The
Company has revised the disclosure as requested. See page F-17.

Note 2. Investments, page F-21

16.Please revise to disclose the aggregate fair value by category for all investments in an unrealized loss position for which
other-than-temporary impairments have not been recognized as of December 31, 2003. Refer to paragraph 21 of EITF 03-1.

The
Company has revised the disclosure as requested. See page F-23.

17.For each of the periods presented, please revise to describe the main causes of the other-than-temporary impairments realized on your
available-for-sale securities.

The
Company has revised the disclosure as requested. See pages F-25 and F-26.

18.We note your discussion on page F-23 of the $41 million unrealized loss related to your retained interest in a collateralized debt
obligation securitization trust. Please revise to disclose the information you considered (both positive and negative) in reaching the conclusion that the impairment was not
other-than-temporary. Your current disclosure supports your carrying value but does not support your conclusion that the $41 million impairment was not
other-than-temporary. Refer to paragraph 21(b) of EITF 03-1.

The
Company has revised the disclosure as requested. See page F-24.

Supplementally,
the unrealized loss primarily relates to the accounting required by SFAS 140 for retained interests in entities to which available-for-sale securities
are transferred. More specifically, question #62 within FASB's Question and Answer supplement to SFAS 140, addresses the accounting for unrealized gains or losses on
available-for-sale securities that are transferred to an entity for which the transferor retains an interest that is accounted for under EITF 99-20. The guidance
states that the unrealized gain or loss should not be recognized in earnings before it is realized. The example provided within the question and answer demonstrates that the unrealized gain or loss
related to the available-for-sale securities is carried in accumulated other comprehensive income in accounting for the retained interest under EITF 99-20 and
states that the unrealized gain or loss should remain in accumulated other comprehensive income until the qualifying SPE sells the assets. As of December 31, 2004, $33 million of the
$41 million in unrealized losses related to unrealized losses on the CDOs transferred into the CDO securitization trust as of the transfer date with the remaining $8 million relating to
changes in interest rates.

The
Company sold its retained interests in the CDO securitization trust in the second quarter of 2005 at a gain, which further supports the Company's conclusion that the retained interests were not
impaired as of December 31, 2004.

Note 3. Variable Interest Entities, page F-26

19.We note your disclosure that ongoing valuation adjustments specifically related to the consolidated CDO will be reflected in your results of operations until
maturity and that the reduction in the value of the assets will be absorbed by the third-party investors. We also note your disclosure on page F-24 that the CDO is supported by a portfolio
of high yield bond and loans which are classified as available-for-sale.
4

 Please revise to disclose why valuation adjustments will be reflected in your results of operations when the underlying investments are classified as available-for-sale, citing
the accounting literature you relied on in determining the appropriateness of your accounting.

The
Company has revised the disclosure to clarify that changes in value of available-for-sale securities are not being reflected in income but are instead being reflected in
other comprehensive income. See page F-28.

Note 4. Deferred Acquisition Costs and Deferred Sales Inducement Costs, page F-28

20.Please revise to disclose why amortization expense includes the impact of DAC amortization assumption changes made during periods other than the third quarter
in your roll forward of deferred acquisition costs, citing the authoritative literature you relied on in determining the appropriateness of your accounting.

We
note supplementally to the Staff that in accordance with SFAS 97, paragraph 25, amortization of deferred acquisition costs includes adjustments related to experience changes. The Company has
determined that deferred acquisition costs is a critical accounting policy. A key component of the accounting policy relates to the review and update of underlying assumptions annually in the third
quarter of each year unless a significant deviation in the assumptions is identified during the quarterly monitoring. Therefore, the Company has chosen to disclose additional details surrounding third
quarter adjustments, as well as, other quarterly adjustments to provide greater transparency to the reader related to the accounting policies of the Company.

The
Company has revised the disclosure as requested. See page F-30.

Note 5. Goodwill and Other Intangibles, page F-28

21.We note on page F-14 that intangible assets are amortized over their estimated useful lives unless they are deemed to have indefinite useful lives.
For intangibles subject to amortization, please revise to disclose the gross carrying amount and accumulated amortization by major intangible asset class. Refer to paragraph 45(a) of
SFAS 142.

The
Company has revised the disclosure as requested. See page F-31.

22.For intangible assets not subject to amortization, please revise to disclose the total carrying amount and the carrying amount for each major intangible asset
class. Refer to paragraph 45(b) of SFAS 142.

The
Company has revised the disclosure as requested. See page F-31.

23.Please revise to describe the foreign currency translation adjustment and its affect on your goodwill balance.

The
Company has revised the disclosure as requested. See page F-31.

Note 8. Shareholder's Equity and Related Regulatory Requirements, page F-32

24.Please revise to disclose, as of the most recent balance sheet date, the actual and required amounts of regulatory capital.

The
Company has revised the disclosure as requested. See pages F-35, F-36 and F-65.

Note 11. Retirement Plans and Profit Sharing Arrangements, page F-36

Profit Sharing Arrangements, page F-40

25.Please revise to specifically state to what the 33% in 2004