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: SCHICK THOMAS A (EVP-Corp. Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common Shares	M	68000.000	$29.302	Acquired	242283.538	Direct
2004-01-30	Common Shares	F	50318.000	$51.355	Disposed	191965.538	Direct
2004-01-30	Common Shares	M	40815.000	$48.531	Acquired	232780.538	Direct
2004-01-30	Common Shares	F	39455.000	$51.355	Disposed	193325.538	Direct
2004-01-30	Common Shares	S	18715.000	$51.82	Disposed	174610.538	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Employee Stock Option (right to buy)	$29.302	M	68000.000	Disposed	2008-02-22	Common Shares (68000.000)	Direct
2004-01-30	Employee Stock Option (right to buy)	$48.531	M	40815.000	Disposed	2004-02-27	Common Shares (40815.000)	Direct
2004-01-30	Employee stock option (right to buy)	$51.355	A	50318.000	Acquired	2008-02-22	Common Shares (50318.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	835.000	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: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."