AMERICAN EXPRESS CO — Director's Dealing 2003

Dec 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2003-12-19

Reporting Person: FAIRBAIRN URSULA F (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-19	Common Shares	M	90000.000	$29.302	Acquired	251274.433	Direct
2003-12-19	Common Shares	F	69929.000	$47.155	Disposed	181345.433	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-19	Employee Stock Option (right to buy)	$29.302	M	90000.000	Disposed	2008-02-22	Common Shares (90000.000)	Direct
2003-12-19	Employee stock option (right to buy)	$47.155	A	69929.000	Acquired	2008-02-22	Common Shares (69929.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1210.000	Indirect

Footnotes

F1: Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 19, 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."