AMERICAN EXPRESS CO — Director's Dealing 2004

Apr 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-04-26

Reporting Person: BOWEN WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-27	Common Shares	G	3000.000	—	Disposed	32506.926	Direct
2004-01-30	Common Shares	G	3420.000	—	Disposed	29086.926	Direct
2004-01-27	Common Shares	G	1300.000	—	Disposed	6820.000	Indirect
2004-01-30	Common Shares	G	3420.000	—	Acquired	3420.000	Indirect
2004-01-27	Common Shares	G	4300.000	—	Acquired	4300.000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-26	Share Equivalent Units	$	A	2225.000	Acquired		Common Shares (2225.000)	Direct

Footnotes

F1: On January 30, 2004, the reporting person contributed these shares of common stock to a charitable remainder trust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the AXP common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.

F2: The share equivalent units convert into common stock on a one-for-one basis.

F3: The share equivalent units are convertible immediately and have no expiration date.

F4: Includes share equivalent units acquired pursuant to a dividend reinvestment feature of the Directors' Deferred Compensation Plan
and/or the 2003 Share Equivalent Unit Plan for Directors.

F5: The reported share equivalent units were acquired pursuant to the Directors' Deferred Compensation Plan and will be settled in ca
sh following termination of service as a Director.