AMERICAN EXPRESS CO — Director's Dealing 2004

Jun 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-06-21

Reporting Person: FAIRBAIRN URSULA F (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-21	Common Shares	M	133951	$35.292	Acquired	315934	Direct
2004-06-21	Common Shares	F	108087	$51.815	Disposed	207847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-21	Employee Stock Option (right to buy)	$35.292	M	133951	Disposed	2009-02-22	Common Shares (133951)	Direct
2004-06-21	Employee Stock Option (right to buy)	$51.815	A	108087	Acquired	2009-02-22	Common Shares (108087)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1342	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: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."

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