AMERICAN EXPRESS CO — Director's Dealing 2004

Feb 13, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2003-12-01

Reporting Person: ISEGHOHI THOMAS A (Corporate Comptroller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-30	Phantom Stock Units	$0	A	27.000	Acquired		Common Shares (27.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	26000.000	Direct
Common Shares	66.000	Indirect

Footnotes

F1: The phantom stock converts into common stock on a one-for-one basis.

F2: The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on various dates during 2003 at p
rices ranging from $31.59 to $48.40 per share.

F3: The units are to be settled following the reporting person's retirement or other termination of service.