AMERICAN EXPRESS CO — Director's Dealing 2004

Nov 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-11-08

Reporting Person: POPOFF FRANK P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-08	Common Shares	M	3000	$40.63	Acquired	27420	Indirect
2004-11-08	Common Shares	M	2000	$43.085	Acquired	29420	Indirect
2004-11-08	Common Shares	M	3000	$48.854	Acquired	32420	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-08	Director Stock Option (right to buy)	$48.854	M	3000	Disposed	2010-04-23	Common Shares (3000)	Direct
2004-11-08	Director Stock Option (right to buy)	$40.63	M	3000	Disposed	2011-04-22	Common Shares (3000)	Direct
2004-11-08	Director Stock Option (right to buy)	$43.085	M	2000	Disposed	2012-04-22	Common Shares (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	17680	Direct

Footnotes

F1: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."

F2: One half of the options exercised became exercisable on 4/22/2003, the other on 4/22/2004.