AMERICAN EXPRESS CO — Director's Dealing 2004

Mar 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-03-18

Reporting Person: LINEN JONATHAN S (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-18	Common Shares	M	150000.000	$11.333	Acquired	663903.000	Direct
2004-03-18	Common Shares	F	73598.000	$51.375	Disposed	590305.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-18	Employee Stock Option (right to buy)	$11.333	M	150000.000	Disposed	2005-02-26	Common Shares (150000.000)	Direct
2004-03-18	Employee stock option (right to buy)	$51.375	A	73598.000	Acquired	2005-02-26	Common Shares (73598.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9022.000	Direct
Common Shares	44875.000	Indirect
Common Shares	34500.000	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to cover the cost of exercise and tax obligations arising from the ex
ercise of employee stock options.

F2: 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.

F3: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."