AMERICAN EXPRESS CO — Director's Dealing 2009

Feb 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2009-01-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-31	Common Stock	F	31426	$16.73	Disposed	986802	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-29	Employee Stock Option (Right to Buy)	$16.71	A	1196888	Acquired	2019-01-28	Common Stock (1196888)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21543	Indirect
Common Stock	5265	Indirect
Common Stock	8783	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of restricted stock awards.

F2: The reporting person's direct holdings have been increased to reflect the transfer of 74,305 shares from a grantor annuity trust (shown on the reporting person's previous filing as shares indirectly held by "GRAT 2006").

F3: These shares become exercisable in four cumulative annual installments of 25% each beginning on date shown as "Date Exercisable."