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: GILLIGAN EDWARD P (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-08	Common Shares	M	90000	$27.458	Acquired	261724	Direct
2004-11-08	Common Shares	F	63705	$54.805	Disposed	198019	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-08	Employee Stock Option (right to buy)	$27.458	M	90000	Disposed	2008-09-27	Common Shares (90000)	Direct
2004-11-08	Employee stock option (right to buy)	$54.805	A	63705	Acquired	2008-09-27	Common Shares (63705)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1330	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 8, 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: 84,000 of the shares exercised became exercisable on 9/28/2003; the balance became exercisable on 9/28/2004.

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