AMERICAN EXPRESS CO — Director's Dealing 2008

Feb 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2008-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-19	Common Stock	M	202423	$45.155	Acquired	796143	Direct
2008-02-19	Common Stock	M	198805	$45.155	Acquired	994948	Direct
2008-02-19	Common Stock	F	337244	$45.155	Disposed	657704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-19	Employee Stock Option (Right to Buy)	$31.85	M	202423	Disposed	2008-02-22	Common Stock (202423)	Direct
2008-02-19	Employee Stock Option (Right to Buy)	$32.843	M	198805	Disposed	2008-02-22	Common Stock (198805)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect
Common Stock	100000	Indirect
Common Stock	75511	Indirect
Common Stock	54023	Indirect
Common Stock	40764	Indirect
Common Stock	27600	Indirect
Common Stock	20820	Indirect

Footnotes

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

F2: Shares held in reporting person's account under the Company's Retirement Savings Plan. 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.