AMERICAN EXPRESS CO — Director's Dealing 2004

Apr 28, 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: POPOFF FRANK P (Director)

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	17462.467	Direct
Common Shares	15417.000	Indirect

Footnotes

F1: The share equivalent units convert into common stock on a one-for-one basis.

F2: The share equivalent units are convertible immediately and have no expiration date.

F3: 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.

F4: 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.