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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CHENAULT KENNETH I   2. Issuer Name and Ticker or Trading Symbol AMERICAN EXPRESS CO [AXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 3 WORLD FINANCIAL CENTER, 200 VESEY ST, AMERICAN EXPRESS TOWER 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2012 (Street) NEW YORK, NY 10285 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/28/2012   M   555,208 A $ 29.239 1,505,139 D   Common Stock 02/28/2012   S   430,335 (1) D $ 53.4267 (4) 1,074,804 D   Common Stock 02/28/2012   S   61,386 (2) D $ 53.4267 (4) 1,013,418 D   Common Stock 02/28/2012   S   133,267 (3) D $ 53.4267 (4) 880,151 D   Common Stock 02/28/2012   S   68,733 (3) D $ 53.5289 (5) 811,418 D   Common Stock               85,220 I By Wife Common Stock               11,058 I Wife As Trustee/custodian Common Stock               22,972 (6) I By 401(k) Plan

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 29.239

02/28/2012

M

555,208

01/27/2004(7)

01/26/2013

Common Stock

555,208

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHENAULT KENNETH I 3 WORLD FINANCIAL CENTER 200 VESEY ST, AMERICAN EXPRESS TOWER NEW YORK, NY 10285	X		Chief Executive Officer

Signatures

/s/ Michael G. Kuchs, attorney-in-fact		02/28/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the exercise of employee stock options.
(2)	The reported disposition represents the sale of 50% of the net shares acquired from the exercise of employee stock options reported above; Mr. Chenault will retain 50% of the net shares from this exercise in accordance with the Company's retention guidelines for executive officers.
(3)	The reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.09 to $53.71. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.27 to $53.76. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
(6)	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.
(7)	These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."
Remarks: Prior to the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,069,181 common shares.  After the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 930,668 common shares.

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