AMERICAN EXPRESS CO — Director's Dealing 2004

Jan 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2004-01-26

Reporting Person: CRITTENDEN GARY L (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-26	Common Shares	A	4478.000	—	Acquired	113978.000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-26	Employee stock option (right to buy)	$50.24	A	171000.000	Acquired	2014-01-26	Common Shares (171000.000)	Direct
2003-12-30	Phantom Stock Units	$0	A	75.000	Acquired		Common Shares (75.000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	119.000	Indirect

Footnotes

F1: Restricted stock award will vest in 3 equal annual installments (1/3 on Jan. 26th of 2005, 2006 and 2007, respectively) subject t
o continuous employment.

F2: 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.

F3: These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable."

F4: The phantom stock converts into common stock on a one-for-one basis.

F5: 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.

F6: The units are to be settled following the reporting person's retirement or other termination of service.