AMERICAN EXPRESS CO — Director's Dealing 2004

May 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SALOW GLEN (EVP, Technologies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-10	Common Shares	M	22500.000	$27.458	Acquired	138178.000	Direct
2004-05-10	Common Shares	F	16194.000	$48.07	Disposed	121984.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-10	Employee Stock Option (right to buy)	$27.458	M	22500.000	Disposed	2008-09-27	Common Shares (22500.000)	Direct
2004-05-10	Employee Stock Option (right to buy)	$48.07	A	16194.000	Acquired	2008-09-27	Common Shares (16194.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	213.000	Indirect
Common Shares	9.000	Indirect

Footnotes

F1: Shares held in reporting person's account under the Company's Incentive Savings Plan as of February 27, 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.

F2: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."