AMERICAN EXPRESS CO — Director's Dealing 2005

Apr 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-04-04

Reporting Person: Cox L Kevin (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-04	Common Shares	A	27000	—	Acquired	27000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-04	Employee stock option (right to buy)	$51.035	A	120000	Acquired	2015-04-04	Common Shares (120000)	Direct

Footnotes

F1: Restricted stock award will vest in 4 equal annual installments (1/4 on April 4, 2006, 2007, 2008 and 2009, respectively) subject
to award requirements including continuous employment.

F2: These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable" subject to continuous
employment.