SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SALOW GLEN

(Last)

(First)

(Middle)

AMERICAN EXPRESS TOWER

3 WORLD FINANCIAL CENTER

(Street)

NEW YORK

10285-5003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN EXPRESS CO [ AXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Technologies

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	11/12/2004	11/12/2004	M		12,692	A	$29.302	134,676	D
Common Shares	11/12/2004	11/12/2004	F⁽¹⁾		8,778	D	$55.47	125,898	D
Common Shares	11/12/2004	11/12/2004	M		41,850	A	$27.458	167,748	D
Common Shares	11/12/2004	11/12/2004	F⁽¹⁾		28,038	D	$55.47	139,710	D
Common Shares								254⁽²⁾	I	by ISP Trust
Common Shares								9	I	by spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$29.302	11/12/2004	11/12/2004	M			12,692	02/23/2000⁽³⁾	02/22/2008	Common Shares	12,692	$0	0	D
Employee Stock Option (right to buy)	$27.458	11/12/2004	11/12/2004	M			41,850	09/28/2003⁽⁴⁾	09/27/2008	Common Shares	41,850	$0	0	D
Employee Stock Option (right to buy)	$55.47	11/12/2004	11/12/2004	A		28,038		05/12/2005	09/27/2008	Common Shares	28,038	$0	28,038	D
Employee Stock Option (right to buy)	$55.47	11/12/2004	11/12/2004	A		8,778		05/12/2005	02/22/2008	Common Shares	8,778	$0	8,778	D

Explanation of Responses:

1. The reported disposition represents the surrender of shares to cover the cost of exercise and tax obligations arising from the ex ercise of employee stock options.

2. Shares held in reporting person's account under the Company's Incentive Savings Plan as of November 12, 2004. 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.

3. 1,692 of the options exercised became exercisable on 2/23/2000; the balance became exercisable on 2/23/2001.

4. 20,400 of the options exercised became exercisable on 9/28/2003; the balance became exercisable on 9/28/2004.

Remarks:

	Glen Salow	11/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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