SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHENAULT KENNETH I

(Last)

(First)

(Middle)

3 WORLD FINANCIAL CENTER

200 VESEY ST, AMERICAN EXPRESS TOWER

(Street)

NEW YORK

10285

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2010

4. If Amendment, Date of 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

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 Stock	12/14/2009		G	V	3,647	D	$0	1,035,781	D
Common Stock	12/14/2009		G	V	10,943	D	$0	1,024,838	D
Common Stock	12/14/2009		G	V	4,863	D	$0	1,019,975	D
Common Stock	12/14/2009		G	V	4,863	D	$0	1,015,112	D
Common Stock	12/14/2009		G	V	2,026	D	$0	1,013,086	D
Common Stock	12/14/2009		J⁽¹⁾	V	5,265	D	$0	0	I	GRAT 2005
Common Stock	12/14/2009		J⁽¹⁾	V	5,265	A	$0	1,018,351	D
Common Stock	12/17/2009		G⁽²⁾	V	1,060	D	$0	1,017,291	D
Common Stock	12/17/2009		G⁽²⁾	V	1,060	A	$0	9,843	I	Wife As Trustee/custodian
Common Stock	12/17/2009		G	V	2,460	D	$0	1,014,831	D
Common Stock	12/23/2009		G⁽³⁾	V	85,220	D	$0	929,611	D
Common Stock	12/23/2009		G⁽³⁾	V	85,220	A	$0	85,220	I	By Wife
Common Stock	01/25/2010		A⁽⁴⁾		103,860	A	$0	1,033,471	D
Common Stock	01/25/2010		F⁽⁵⁾		45,503	D	$37.79	987,968	D
Common Stock								22,070	I	By 401(k) Plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person's direct holdings have been increased to reflect the transfer of 5,265 shares from a grantor annuity trust (shown on the reporting person's previous filing as shares indirectly held by "GRAT 2005") into his directly held account.

2. The reporting person's direct holdings have been decreased to reflect the gift of 1,060 shares to his spouse as trustee/custodian of trust accounts for the benefit of his children.

3. The reporting person's direct holdings have been decreased to reflect the transfer of 85,220 shares from a joint account held by him and his spouse to an individual account in his spouse's name.

4. Shares acquired pursuant to the vesting of Restricted Stock Units (i.e., "performance units") granted to reporting person on January 25, 2007.

5. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Restricted Stock Units granted to reporting person on January 25, 2007.

	/s/ Michael G. Kuchs, attorney-in-fact	01/27/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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