AMERICAN EXPRESS CO — Director's Dealing 2004

Feb 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-02-05

Reporting Person: KELLY ALFRED F JR (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-05	Common Shares	M	57200.000	$29.302	Acquired	270482.000	Direct
2004-02-05	Common Shares	M	45520.000	$29.604	Acquired	316002.000	Direct
2004-02-05	Common Shares	M	4042.000	$41.83	Acquired	320044.000	Direct
2004-02-05	Common Shares	M	3354.000	$41.83	Acquired	323398.000	Direct
2004-02-05	Common Shares	S	46700.000	$52.10	Disposed	276698.000	Direct
2004-02-05	Common Shares	S	16000.000	$52.11	Disposed	260698.000	Direct
2004-02-05	Common Shares	S	13000.000	$52.12	Disposed	247698.000	Direct
2004-02-05	Common Shares	S	16000.000	$52.13	Disposed	231698.000	Direct
2004-02-05	Common Shares	S	5043.000	$52.14	Disposed	226655.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-05	Employee Stock Option (right to buy)	$29.302	M	57200.000	Disposed	2008-02-22	Common Shares (57200.000)	Direct
2004-02-05	Employee Stock Option (right to buy)	$29.604	M	45520.000	Disposed	2008-10-25	Common Shares (45520.000)	Direct
2004-02-05	Employee Stock Option (right to buy)	$41.83	M	3354.000	Disposed	2004-02-27	Common Shares (3354.000)	Direct
2004-02-05	Employee Stock Option (right to buy)	$41.83	M	4042.000	Disposed	2005-02-26	Common Shares (4042.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4397.000	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.

F2: 28,600 of the exercised shares became exercisable on 2/23/2002, and 28,600 became exercisable on 2/23/2003.

F3: 16,000 of the exercised shares became exercisable on 10/26/1999, 16,000 on 10/26/2000 and the balance on 10/26/2001.