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: Cox L Kevin (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-31	Common Stock	A	12000	—	Acquired	33837	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	125000	Acquired	2018-01-30	Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	46	Indirect

Footnotes

F1: Restricted Stock Award will vest in four cumulative annual installments of 25% each on the first, second, third, and fourth anniversary of grant date, respectively, 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."