AMERICAN EXPRESS CO — Director's Dealing 2004

Feb 25, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-02-24

Reporting Person: CRACCHIOLO JAMES M (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-24	Common Shares	M	28600.000	$29.302	Acquired	326210.763	Direct
2004-02-24	Common Shares	M	7000.000	$36.438	Acquired	333210.763	Direct
2004-02-24	Common Shares	F	5571.000	$52.965	Disposed	327639.763	Direct
2004-02-24	Common Shares	F	20249.000	$52.965	Disposed	307390.763	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-24	Employee Stock Option (right to buy)	$29.302	M	28600.000	Disposed	2008-02-22	Common Shares (28600.000)	Direct
2004-02-24	Employee Stock Option (right to buy)	$36.438	M	7000.000	Disposed	2008-07-26	Common Shares (7000.000)	Direct
2004-02-24	Employee Stock Option (right to buy)	$52.965	A	20249.000	Acquired	2008-02-22	Common Shares (20249.000)	Direct
2004-02-24	Employee Stock Option (right to buy)	$52.965	A	5571.000	Acquired	2008-07-26	Common Shares (5571.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4667.000	Indirect

Footnotes

F1: 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.