AMERICAN EXPRESS CO — Director's Dealing 2004

Feb 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-02-25

Reporting Person: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-25	Common Shares	M	405000.000	$35.292	Acquired	1505674.000	Direct
2004-02-25	Common Shares	F	313233.000	$54.023	Disposed	1192441.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-25	Employee Stock Option (right to buy)	$35.292	M	405000.000	Disposed	2009-02-22	Common Shares (405000.000)	Direct
2004-02-25	Employee Stock Option (right to buy)	$54.023	A	313233.000	Acquired	2009-02-21	Common Shares (313233.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	19231.000	Indirect
Common Shares	28000.000	Indirect
Common Shares	17241.000	Indirect
Common Shares	40764.000	Indirect
Common Shares	27600.000	Indirect
Common Shares	42536.000	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 December 31, 2003. 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."