AMERICAN EXPRESS CO — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-01-30

Reporting Person: LINEN JONATHAN S (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common Shares	M	92553.000	$41.355	Acquired	594677.000	Direct
2004-01-30	Common Shares	F	80774.000	$51.355	Disposed	513903.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Employee Stock Option (right to buy)	$41.355	M	92553.000	Disposed	2004-02-27	Common Shares (92553.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9022.000	Direct
Common Shares	45463.000	Indirect
Common Shares	34500.000	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.