AMERICAN EXPRESS CO — Director's Dealing 2003

Jul 2, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2003-06-30

Reporting Person: POPOFF FRANK P (Director)

Footnotes

F1: The share equivalent units convert into common stock on a one-for-one basis.

F2: The share equivalent units are convertible immediately and have no expiration date.

F3: The reported share equivalent units were acquired pursuant to the Company's 2003 Share Equivalent Unit Plan for Directors and wil
l be settled in cash following termination of service as a Director.

F4: Includes share equivalent units acquired pursuant to a dividend reinvestment feature of the Directors' Deferred Compensation Plan
and/or the 2003 Share Equivalent Unit Plan for Directors.