Edgar Filing: PARENT LOUISE M

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 ^*

PARENT LOUISE M

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, General Counsel

(Last)

(First)

(Middle)

AMERICAN EXPRESS TOWERAMERICAN EXPRESS T, 3 WORLD FINANCIAL CENTER3 WORLD FINANCIA

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2004

(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)
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	11/08/2004	11/08/2004	M		180,000	A	$ 22.146	478,962	D
Common Shares	11/08/2004	11/08/2004	F⁽¹⁾		115,050	D	$ 54.805	363,912	D
Common Shares	11/08/2004	11/08/2004	S		17,200	D	$ 54.71	346,712	D
Common Shares	11/08/2004	11/08/2004	S		11,200	D	$ 54.72	335,512	D
Common Shares	11/08/2004	11/08/2004	S		4,000	D	$ 54.74	331,512	D
Common Shares								4,220	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 22.146

11/08/2004

180,000

02/24/1998⁽³⁾

02/23/2007

Common Shares

180,000

$ 0

Employee stock option (right to buy)

$ 54.805

11/08/2004

A⁽⁴⁾

115,050

05/08/2005

02/23/2007

Common Shares

115,050

$ 0

115,050

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PARENT LOUISE M AMERICAN EXPRESS TOWERAMERICAN EXPRESS T 3 WORLD FINANCIAL CENTER3 WORLD FINANCIA NEW YORK, NY 10285-5003			EVP, General Counsel

Signatures

Louise M. Parent		11/09/2004
^**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 November 4, 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)	These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."
(4)	Employee stock options granted pursuant to a reload feature of the 1998 Incentive Compensation Plan.

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