AMERICAN EXPRESS CO — Director's Dealing 2003

Sep 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2003-09-19

Reporting Person: KELLY ALFRED F JR (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-19	Common Shares	M	11500.000	$15.417	Acquired	219307.000	Direct
2003-09-19	Common Shares	M	22500.000	$22.146	Acquired	241807.000	Direct
2003-09-19	Common Shares	M	33100.000	$29.302	Acquired	274907.000	Direct
2003-09-19	Common Shares	S	20000.000	$47.103	Disposed	254907.000	Direct
2003-09-19	Common Shares	S	692.000	$47.05	Disposed	254215.000	Direct
2003-09-19	Common Shares	F	46406.000	$46.98	Disposed	207809.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-19	Employee Stock Option (right to buy)	$22.146	M	22500.000	Disposed	2007-02-23	Common Shares (22500.000)	Direct
2003-09-19	Employee Stock Option (right to buy)	$29.302	M	33100.000	Disposed	2008-02-22	Common Shares (33100.000)	Direct
2003-09-19	Employee Stock Option (right to buy)	$15.417	M	11500.000	Disposed	2006-02-25	Common Shares (11500.000)	Direct
2003-09-19	Employee Stock Option (right to buy)	$46.980	A	25065.000	Acquired	2008-02-22	Common Shares (25065.000)	Direct
2003-09-19	Employee Stock Option (right to buy)	$46.980	A	14826.000	Acquired	2007-02-23	Common Shares (14826.000)	Direct
2003-09-19	Employee Stock Option (right to buy)	$46.980	A	6515.000	Acquired	2006-02-25	Common Shares (6515.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4379.000	Indirect

Footnotes

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