AMERICAN EXPRESS CO — Director's Dealing 2004

Nov 8, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-11-04

Reporting Person: KELLY ALFRED F JR (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-04	Common Shares	M	2900	$29.302	Acquired	241763	Direct
2004-11-04	Common Shares	M	14000	$29.604	Acquired	255763	Direct
2004-11-04	Common Shares	M	92500	$35.292	Acquired	348263	Direct
2004-11-04	Common Shares	F	2023	$54.50	Disposed	346240	Direct
2004-11-04	Common Shares	F	9819	$54.50	Disposed	336421	Direct
2004-11-04	Common Shares	F	71195	$54.50	Disposed	265226	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-04	Employee Stock Option (right to buy)	$29.302	M	2900	Disposed	2008-02-22	Common Shares (2900)	Direct
2004-11-04	Employee Stock Option (right to buy)	$29.604	M	14000	Disposed	2008-10-25	Common Shares (14000)	Direct
2004-11-04	Employee Stock Option (right to buy)	$35.292	M	92500	Disposed	2009-02-22	Common Shares (92500)	Direct
2004-11-04	Employee stock option (right to buy)	$54.50	A	9819	Acquired	2008-10-25	Common Shares (9819)	Direct
2004-11-04	Employee stock option (right to buy)	$54.50	A	71195	Acquired	1999-02-21	Common Shares (71195)	Direct
2004-11-04	Employee stock option (right to buy)	$54.50	A	2023	Acquired	2008-02-22	Common Shares (2023)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4450	Indirect

Footnotes

F1: 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.