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 *
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)
AMERICAN EXPRESS TOWER, 3 WORLD FINANCIAL CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2005
(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 12/02/2004 12/02/2004 G V 330 D $ 0 1,206,125 D  
Common Shares 12/02/2004 12/02/2004 G V 345 D $ 0 1,205,780 D  
Common Shares 12/08/2004 12/08/2004 G   3,600 D $ 0 1,202,180 D  
Common Shares 01/24/2005 01/24/2005 A(1)   17,213 A $ 0 1,219,393 D  
Common Shares 01/24/2005 01/24/2005 A(1)   19,125 A $ 0 1,238,518 D  
Common Shares 01/24/2005 01/24/2005 A(2)   40,355 A $ 0 1,278,873 (3) D  
Common Shares               14,903 I By GRAT II
Common Shares               17,555 I By ISP Trust (4)
Common Shares               40,764 I By trust for children
Common Shares               27,600 I By Wife
Common Shares 12/02/2004 12/02/2004 G   675 A $ 0 43,211 I Wife as trustee/custodian

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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 options (right to buy) $ 52.285 01/24/2005 01/24/2005 A   390,000   01/24/2006(5) 01/24/2015 Common Shares 390,000 $ 0 390,000 D  
Phantom Stock Units (6) 12/30/2004(7) 12/30/2004 A V 169     (8)   (8) Common Shares (8) 169 (7) 1,547 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHENAULT KENNETH I
AMERICAN EXPRESS TOWER
3 WORLD FINANCIAL CENTER
NEW YORK, NY 10285-5003		   X     Chief Executive Officer  

Signatures

 Kenneth I. Chenault   01/26/2005
**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) Restricted stock award will vest in 4 equal annual installments (1/4 on Jan. 24th of 2006, 2007, 2008 and 2009, respectively) subject to continuous employment and the Company's achievement of certain financial performance requirements during the vesting periods.
(2) Restricted stock award will vest on Jan. 24, 2006, subject to continuous employment.
(3) The reporting person's direct holdings have been adjusted to reflect acquisitions of shares from two grantor annuity trusts during 2004: 19,231 shares were received from one trust (shown on the reporting person's previous filing as shares indirectly held by "GRAT 1") and 13,097 shares from a second trust (shown on previous filings as indirectly held by "GRAT II").
(4) Shares held in reporting person's account under the Company's Incentive Savings Plan as of December 31, 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.
(5) These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable" subject to continuous employment.
(6) The phantom stock converts into common stock on a one-for-one basis.
(7) The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on various dates during 2004 at p rices ranging from $47.87 to $56.35 per share.
(8) The units are to be settled following the reporting person's retirement or other termination of service.

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