AMERICAN EXPRESS CO — Director's Dealing 2008

Feb 14, 2008

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2007-12-31

Reporting Person: PARENT LOUISE M (EVP, General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-23	Phantom Stock Units	$0	J	38	Acquired		Common Stock (38)	Direct

Footnotes

F1: The phantom stock converts into common stock on a one-for-one basis.

F2: The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on 1/23/2007, 4/25/2007, and 7/25/2007, at prices of $57.54, $62.32, and $61.73 per share, respectively.

F3: The units are to be settled following the reporting person's retirement or other termination of service.

F4: Includes phantom stock units acquired pursuant to a dividend reinvestment feature of the Company's Supplemental Retirement Plan.