AMERICAN EXPRESS CO — Director's Dealing 2009

Feb 18, 2009

SEC Form 5/A — Form 5/A

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2008-12-31

Reporting Person: Linville Judson C (CEO, U.S. Consumer Division)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-29	Phantom Stock Units	$	J	252	Acquired		Common Stock (252)	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 1/29/2008, 3/13/2008, 4/30/2008, 7/29/2008, and 10/29/08 at prices of $47.80, $42.70, $48.20, $37.52, and $25.21 per share, respectively.

F3: The units are to be settled upon 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.