AMERICAN EXPRESS CO — Director's Dealing 2004

Oct 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-10-05

Reporting Person: CRACCHIOLO JAMES M (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-05	Common Shares	M	14000	$36.438	Acquired	327738	Direct
2004-10-05	Common Shares	M	150000	$35.292	Acquired	477738	Direct
2004-10-05	Common Shares	F	11174	$52.72	Disposed	466564	Direct
2004-10-05	Common Shares	F	117594	$52.72	Disposed	348970	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-05	Employee Stock Option (right to buy)	$36.438	M	14000	Disposed	2008-07-26	Common Shares (14000)	Direct
2004-10-05	Employee Stock Option (right to buy)	$35.292	M	150000	Disposed	2009-02-22	Common Shares (150000)	Direct
2004-10-05	Employee stock option (right to buy)	$52.72	A	11174	Acquired	2008-07-26	Common Shares (11174)	Direct
2004-10-05	Employee stock option (right to buy)	$52.72	A	117594	Acquired	2009-02-21	Common Shares (117594)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4715	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 October 1, 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."