AMERICAN EXPRESS CO — Director's Dealing 2004

Aug 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-08-10

Reporting Person: SCHICK THOMAS A (EVP-Corp. Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-10	Common Shares	M	116500	$35.292	Acquired	289445	Direct
2004-08-10	Common Shares	F	95939	$49.81	Disposed	193506	Direct
2004-08-11	Common Shares	S	18700	$50.05	Disposed	174806	Direct
2004-08-11	Common Shares	S	300	$50.08	Disposed	174506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-10	Employee Stock Option (right to buy)	$35.292	M	116500	Disposed	2009-02-22	Common Shares (116500)	Direct
2004-08-10	Employee Stock Option (right to buy)	$49.81	A	95939	Acquired	2009-02-21	Common Shares (95939)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	869	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 August 10, 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.