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: PARENT LOUISE M (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common Shares	M	180000.000	$15.417	Acquired	441335.999	Direct
2004-01-30	Common Shares	S	42000.000	$51.20	Disposed	399335.999	Direct
2004-01-30	Common Shares	S	25000.000	$51.11	Disposed	374335.999	Direct
2004-01-30	Common Shares	S	25000.000	$51.13	Disposed	349335.999	Direct
2004-01-30	Common Shares	S	25000.000	$51.05	Disposed	324335.999	Direct
2004-01-30	Common Shares	S	24700.000	$51.00	Disposed	299635.999	Direct
2004-01-30	Common Shares	S	300.000	$51.02	Disposed	299335.999	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Employee Stock Option (right to buy)	$15.417	M	180000.000	Disposed	2006-02-25	Common Shares (180000.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4167.000	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."