AMERICAN EXPRESS CO — Director's Dealing 2004

Apr 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-04-29

Reporting Person: POPOFF FRANK P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-29	Common Shares	M	1002.000	$15.833	Acquired	18610.230	Direct
2004-04-29	Common Shares	M	2001.000	$20.938	Acquired	20611.230	Direct
2004-04-29	Common Shares	M	3000.000	$34.167	Acquired	23611.230	Direct
2004-04-29	Common Shares	M	3000.000	$44.906	Acquired	26611.230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-29	Director Stock Option (right to buy)	$15.833	M	1002.000	Disposed	2006-04-21	Common Shares (1002.000)	Direct
2004-04-29	Director Stock Option (right to buy)	$20.938	M	2001.000	Disposed	2007-04-28	Common Shares (2001.000)	Direct
2004-04-29	Director Stock Option (right to buy)	$34.167	M	3000.000	Disposed	2008-04-27	Common Shares (3000.000)	Direct
2004-04-29	Director Stock Option (right to buy)	$44.906	M	3000.000	Disposed	2009-04-25	Common Shares (3000.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	15417.000	Indirect

Footnotes

F1: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."