AMERICAN EXPRESS CO — Director's Dealing 2004

Dec 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-12-20

Reporting Person: LINEN JONATHAN S (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-20	Common Shares	M	150000	$22.146	Acquired	819600	Direct
2004-12-20	Common Shares	M	138000	$29.302	Acquired	957600	Direct
2004-12-20	Common Shares	F	90694	$56.065	Disposed	866906	Direct
2004-12-20	Common Shares	F	94949	$56.065	Disposed	771957	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-20	Employee Stock Option (right to buy)	$22.146	M	150000	Disposed	2007-02-23	Common Shares (150000)	Direct
2004-12-20	Employee Stock Option (right to buy)	$29.302	M	138000	Disposed	2008-02-22	Common Shares (138000)	Direct
2004-12-20	Employee stock option (right to buy)	$56.065	A	94949	Acquired	2008-02-22	Common Shares (94949)	Direct
2004-12-20	Employee stock option (right to buy)	$56.065	A	90694	Acquired	2007-02-23	Common Shares (90694)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	45778	Indirect
Common Shares	34500	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to cover the cost of exercise and tax obligations arising from the ex
ercise of employee stock options.

F2: Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 20, 2004. 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.

F3: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."

F4: Employee stock options granted pursuant to a reload feature of the 1998 Incentive Compensation Plan.