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: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-02	Common Shares	G	330	—	Disposed	1206125	Direct
2004-12-02	Common Shares	G	345	—	Disposed	1205780	Direct
2004-12-08	Common Shares	G	3600	—	Disposed	1202180	Direct
2005-01-24	Common Shares	A	17213	—	Acquired	1219393	Direct
2005-01-24	Common Shares	A	19125	—	Acquired	1238518	Direct
2005-01-24	Common Shares	A	40355	—	Acquired	1278873	Direct
2004-12-02	Common Shares	G	675	—	Acquired	43211	Indirect

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	390000	Acquired	2015-01-24	Common Shares (390000)	Direct
2004-12-30	Phantom Stock Units	$	A	169	Acquired		Common Shares (169)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Restricted stock award will vest in 4 equal annual installments (1/4 on Jan. 24th of 2006, 2007, 2008 and 2009, respectively) subject to continuous employment and the Company's achievement of certain financial performance requirements during the vesting periods.

F2: Restricted stock award will vest on Jan. 24, 2006, subject to continuous employment.

F3: The reporting person's direct holdings have been adjusted to reflect acquisitions of shares from two grantor annuity trusts during 2004: 19,231 shares were received from one trust (shown on the reporting person's previous filing as shares indirectly held by "GRAT 1") and 13,097 shares from a second trust (shown on previous filings as indirectly held by "GRAT II").

F4: 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.

F5: These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable" subject to continuous
employment.

F6: The phantom stock converts into common stock on a one-for-one basis.

F7: 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.

F8: The units are to be settled following the reporting person's retirement or other termination of service.