AMERICAN EXPRESS CO — Director's Dealing 2004

Apr 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-04-15

Reporting Person: KELLY ALFRED F JR (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-15	Common Shares	M	28600.000	$29.302	Acquired	251790.000	Direct
2004-04-15	Common Shares	M	28000.000	$29.604	Acquired	279790.000	Direct
2004-04-15	Common Shares	M	2480.000	$29.604	Acquired	282270.000	Direct
2004-04-15	Common Shares	F	43407.000	$49.58	Disposed	238863.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-15	Employee Stock Option (right to buy)	$29.302	M	28600.000	Disposed	2008-02-22	Common Shares (28600.000)	Direct
2004-04-15	Employee Stock Option (right to buy)	$29.604	M	2480.000	Disposed	2008-10-25	Common Shares (2480.000)	Direct
2004-04-15	Employee Stock Option (right to buy)	$29.604	M	28000.000	Disposed	2008-10-25	Common Shares (28000.000)	Direct
2004-04-15	Employee Stock Option (right to buy)	$49.58	A	22452.000	Acquired	2008-10-25	Common Shares (22452.000)	Direct
2004-04-15	Employee Stock Option (right to buy)	$49.58	A	20955.000	Acquired	2008-02-22	Common Shares (20955.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4397.000	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.