AMERICAN EXPRESS CO — Director's Dealing 2004

Jun 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-06-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-28	Common Shares	M	29000	$36.438	Acquired	336835	Direct
2004-06-28	Common Shares	F	23531	$51.21	Disposed	313304	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-28	Employee Stock Option (right to buy)	$36.438	M	29000	Disposed	2008-07-26	Common Shares (29000)	Direct
2004-06-28	Employee Stock Option (right to buy)	$51.21	A	23531	Acquired	2008-07-26	Common Shares (23531)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4687	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 June 21, 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: 1,000 of these options became exercisable on 7/27/2001, 14,000 on 7/27/2002, and 14,000 on 7/27/2003.

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