AMERICAN EXPRESS CO — Director's Dealing 2004

Feb 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-11	Common Shares	M	15333.000	$39.00	Acquired	314128.497	Direct
2004-02-11	Common Shares	M	2097.000	$39.51	Acquired	316225.497	Direct
2004-02-11	Common Shares	M	7491.000	$39.51	Acquired	323716.497	Direct
2004-02-11	Common Shares	S	13055.000	$53.77	Disposed	310661.497	Direct
2004-02-11	Common Shares	S	4000.000	$53.76	Disposed	306661.497	Direct
2004-02-11	Common Shares	S	400.000	$53.73	Disposed	306261.497	Direct
2004-02-11	Common Shares	S	5600.000	$53.72	Disposed	300661.497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-11	Employee Stock Option (right to buy)	$39.51	M	7491.000	Disposed	2004-07-25	Common Shares (7491.000)	Direct
2004-02-11	Employee Stock Option (right to buy)	$39.00	M	15333.000	Disposed	2004-02-27	Common Shares (15333.000)	Direct
2004-02-11	Employee Stock Option (right to buy)	$39.51	M	2097.000	Disposed	2004-02-28	Common Shares (2097.000)	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.