AMERICAN EXPRESS CO — Director's Dealing 2005

Jan 26, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-01-24

Reporting Person: HAYES JOHN D (EVP, Advertising)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-24	Employee stock options (right to buy)	$52.285	A	115000	Acquired	2015-01-24	Common Shares (115000)	Direct
2004-12-30	Phantom Stock Units	$	A	40	Acquired		Common Shares (40)	Direct

Footnotes

F1: These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable" subject to continuous
employment.

F2: The phantom stock converts into common stock on a one-for-one basis.

F3: The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on various dates during 2004 at p
rices ranging from $47.87 to $56.35 per share.

F4: The units are to be settled following the reporting person's retirement or other termination of service.