AMERICAN EXPRESS CO — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2011-04-29

Reporting Person: Gupta Ashwini (Pres-Risk/Info Mgmt/Banking Gp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-29	Common Stock	M	79968	$31.941	Acquired	151625	Direct
2011-04-29	Common Stock	S	72574	$49.00	Disposed	79051	Direct
2011-04-29	Common Stock	S	7394	$49.00	Disposed	71657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-29	Employee Stock Option (Right to Buy)	$31.941	M	79968	Disposed	2012-01-27	Common Stock (79968)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	760	Indirect
Common Stock	18074	Indirect

Footnotes

F1: Of the 79,968 shares acquired pursuant to the employee stock option exercise reported above, approximately 65,181 shares were sold to cover the cost of exercise and withholding taxes. Mr. Gupta retained 50% of the net shares acquired from this option exercise.

F2: Shares held in reporting person's account under the Company's Retirement Savings Plan. This plan uses unit accounting, and the number of shares that a participant is deemed to hold varies with the unit price of the Company pooled stock fund.

F3: These shares become exercisable in three annual installments beginning on date shown as "Date Exercisable."