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: PARENT LOUISE M (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-08	Common Shares	M	180000	$22.146	Acquired	478962	Direct
2004-11-08	Common Shares	F	115050	$54.805	Disposed	363912	Direct
2004-11-08	Common Shares	S	17200	$54.71	Disposed	346712	Direct
2004-11-08	Common Shares	S	11200	$54.72	Disposed	335512	Direct
2004-11-08	Common Shares	S	4000	$54.74	Disposed	331512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-08	Employee Stock Option (right to buy)	$22.146	M	180000	Disposed	2007-02-23	Common Shares (180000)	Direct
2004-11-08	Employee stock option (right to buy)	$54.805	A	115050	Acquired	2007-02-23	Common Shares (115050)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4220	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 November 4, 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.