AMERICAN EXPRESS CO — Director's Dealing 2005

Feb 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-02-04

Reporting Person: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-04	Common Shares	M	172089	$46.667	Acquired	1448939	Direct
2005-02-04	Common Shares	F	153901	$55.67	Disposed	1295038	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-04	Employee Stock Option (right to buy) - 4/7/00	$46.667	M	172089	Disposed	2005-02-26	Common Shares (172089)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	14903	Indirect
Common Shares	17555	Indirect
Common Shares	40764	Indirect
Common Shares	27600	Indirect
Common Shares	43211	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.