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 * GILLIGAN EDWARD P   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) Member, Global Leadership Team (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) Code V Amount (A) or (D) Price Common Shares 11/08/2004 11/08/2004 M   90,000 A $ 27.458 261,724 D   Common Shares 11/08/2004 11/08/2004 F(1)   63,705 D $ 54.805 198,019 D   Common Shares               1,330 I By ISP Trust (2)

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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)

$ 27.458

11/08/2004

11/08/2004

M

90,000

09/28/2003(3)

09/27/2008

Common Shares

90,000

$ 0

78,000

D

Employee stock option (right to buy)

$ 54.805

11/08/2004

11/08/2004

A(4)

63,705

05/08/2005

09/27/2008

Common Shares

63,705

$ 0

63,705

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GILLIGAN EDWARD P AMERICAN EXPRESS TOWERAMERICAN EXPRESS T 3 WORLD FINANCIAL CENTER3 WORLD FINANCIA NEW YORK, NY 10285-5003			Member, Global Leadership Team

Signatures

Edward P. Gilligan		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 8, 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)	84,000 of the shares exercised became exercisable on 9/28/2003; the balance became exercisable on 9/28/2004.
(4)	Employee stock options granted pursuant to a reload feature of the 1998 Incentive Compensation Plan.

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