AMERICAN EXPRESS CO — Director's Dealing 2003

Dec 29, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2003-12-23

Reporting Person: CRACCHIOLO JAMES M (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-23	Common Shares	M	57200.000	$29.302	Acquired	339976.497	Direct
2003-12-23	Common Shares	M	36000.000	$29.302	Acquired	375976.497	Direct
2003-12-23	Common Shares	M	40000.000	$36.438	Acquired	415976.497	Direct
2003-12-23	Common Shares	F	104157.000	$47.50	Disposed	311819.497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-23	Employee Stock Option (right to buy)	$29.302	M	36000.000	Disposed	2008-02-22	Common Shares (36000.000)	Direct
2003-12-23	Employee Stock Option (right to buy)	$29.302	M	57200.000	Disposed	2008-02-22	Common Shares (57200.000)	Direct
2003-12-23	Employee Stock Option (right to buy)	$36.438	M	40000.000	Disposed	2008-07-26	Common Shares (40000.000)	Direct
2003-12-23	Employee Stock Option (right to buy)	$47.50	A	43064.000	Acquired	2008-02-22	Common Shares (43064.000)	Direct
2003-12-23	Employee Stock Option (right to buy)	$47.50	A	27103.000	Acquired	2008-02-22	Common Shares (27103.000)	Direct
2003-12-23	Employee Stock Option (right to buy)	$47.50	A	33990.000	Acquired	2008-07-26	Common Shares (33990.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4658.130	Indirect

Footnotes

F1: Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 23, 2003. This plan uses unit accounting, and the number of shares that a participant is deemed to hold varies with the unit price of the Company pooled stock fund.

F2: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."