McGraw-Hill Inc. appears to have fended off a takeover bid from American Express Co., although litigation in the case could go on for months.

Maxwell Geffen, a major shareholder in McGraw-Hill, said today that he still has not decided whether to try to wrest control of McGraw-Hill from its current board, although the investment banking firm he approached to help him wage such a fight said it did not want to participate.

"There's just nothing interesting about it (a proxy fight)," said Herbert Allen Jr., president of Allen & Co.

Geffen said he had not made up his mind whether to pursue a proxy fight and would not make a decision until he talked more with family member Donald C. McGraw Jr. Like Geffen, McGraw was angry with McGraw-Hill's board for turning down a $40-a-share proposal from American Express. McGraw could not be reached for comment today.

American Express last month withdrew what turned out to be a hostile takeover offer of $34 a share and said it would be willing to make a "friendly" $40 bid if McGraw-Hill's board would not fight.

But McGraw-Hill's board rejected the second offer as well. McGraw-Hill's stock had traded at$26 a share the day before the first offer was made Jan. 8.

Both Geffen and Donald McGraw, a cousin of the publishing company's chairman, Harold W. McGraw Jr., said that the board of directors should allow McGraw-Hill shareholders to decide whether they wanted to accept the American Express offer.

Sources close to American Express -- which has said it will leave its $40 offer on the table until March 1 -- said the giant credit card company is convinced there will be no proxy fight and that it has failed in its fourth attempt to acquire a new company.