AMERICAN EXPRESS CO — Director's Dealing 2005

Feb 28, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-02-24

Reporting Person: CRACCHIOLO JAMES M (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-24	Common Shares	M	24396	$39.51	Acquired	379336	Direct
2005-02-24	Common Shares	F	20076	$54.19	Disposed	359260	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-24	Employee Stock Option (right ot buy)	$39.51	M	24396	Disposed	2005-02-27	Common Shares (24396)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4719	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to cover the cost of exercise and tax obligations arising from the ex
ercise of employee stock options.

F2: Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 31, 2004. 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.