AMERICAN EXPRESS CO — Director's Dealing 2007

Aug 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2007-07-31

Reporting Person: KELLY ALFRED F JR (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-31	Common Stock	A	90000	—	Acquired	368789	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-31	Employee Stock Option (Right to Buy)	$58.54	A	475000	Acquired	2017-07-31	Common Stock (475000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4678	Indirect

Footnotes

F1: Restricted Stock Award will vest in four installments (20% on 7/31/2010, 20% on 7/31/2011, 20% on 7/31/2012, and 40% on 7/31/2013) subject to the Company's achievement of certain financial performance requirements during the respective vesting periods and other award requirements, including continuous employment.

F2: These options will vest in three annual installments (25%, 25%, and 50%) beginning on the date shown as "Date Exercisable" subject to award requirements including continuous employment.