Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FAIRBAIRN URSULA F
  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, Human Resources
(Last)
(First)
(Middle)
AMERICAN EXPRESS TOWERAMERICAN EXPRESS T, 3 WORLD FINANCIAL CENTER3 WORLD FINANCIA
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004
(Street)

NEW YORK, NY 10285-5003
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 Shares 12/21/2004 12/21/2004 M   31,049 A $ 35.292 238,896 D  
Common Shares 12/21/2004 12/21/2004 F(1)   24,046 D $ 56.24 214,850 D  
Common Shares               1,402 I by ISP trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 35.292 12/21/2004 12/21/2004 M     31,049 02/22/2003 02/22/2009 Common Shares 31,049 $ 0 0 D  
Employee stock option (right to buy) $ 56.24 12/21/2004 12/21/2004 A(3)   24,046   06/21/2005 02/21/2009 Common Shares 24,046 $ 0 24,046 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FAIRBAIRN URSULA F
AMERICAN EXPRESS TOWERAMERICAN EXPRESS T
3 WORLD FINANCIAL CENTER3 WORLD FINANCIA
NEW YORK, NY 10285-5003
      EVP, Human Resources  

Signatures

 Ursula F. Fairbairn   12/23/2004
**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 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 December 20, 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) Employee stock options granted pursuant to a reload feature of the 1998 Incentive Compensation Plan.

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