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 * LINEN JONATHAN S   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 TOWER, 3 WORLD FINANCIAL CENTER 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2004 (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 12/20/2004 12/20/2004 M   150,000 A $ 22.146 819,600 D   Common Shares 12/20/2004 12/20/2004 M   138,000 A $ 29.302 957,600 D   Common Shares 12/20/2004 12/20/2004 F(1)   90,694 D $ 56.065 866,906 D   Common Shares 12/20/2004 12/20/2004 F(1)   94,949 D $ 56.065 771,957 D   Common Shares               45,778 (2) I By ISP Trust Common Shares               34,500 I By spouse

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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)

$ 22.146

12/20/2004

12/20/2004

M

150,000

02/24/1998(3)

02/23/2007

Common Shares

150,000

$ 0

0

D

Employee Stock Option (right to buy)

$ 29.302

12/20/2004

12/20/2004

M

138,000

02/23/1999(3)

02/22/2008

Common Shares

138,000

$ 0

0

D

Employee stock option (right to buy)

$ 56.065

12/20/2004

12/20/2004

A(4)

94,949

06/20/2005

02/22/2008

Common Shares

94,949

$ 0

94,949

D

Employee stock option (right to buy)

$ 56.065

12/20/2004

12/20/2004

A(4)

90,694

06/20/2005

02/23/2007

Common Shares

90,694

$ 0

90,694

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LINEN JONATHAN S AMERICAN EXPRESS TOWER 3 WORLD FINANCIAL CENTER NEW YORK, NY 10285-5003			Member, Global Leadership Team

Signatures

Jonathan S. Linen		12/22/2004
**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)	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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