AMERICAN EXPRESS CO — Director's Dealing 2008

Feb 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2008-01-31

Reporting Person: KELLY ALFRED F JR (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-31	Common Stock	A	22898	—	Acquired	390619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Employee Stock Option (Right to Buy)	$49.13	A	200000	Acquired	2018-01-30	Common Stock (200000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4695	Indirect

Footnotes

F1: Restricted Stock Award will vest 100% after three years subject to the Company's achievement of certain financial performance requirements during the vesting period and other award requirements including continuous employment.

F2: These shares become exercisable in four cumulative annual installments of 25% each beginning on date shown as "Date Exercisable."