X0202 4 2004-04-26 0 0000004962 AMERICAN EXPRESS CO AXP 0001204360 BOWEN WILLIAM G THE ANDREW W. MELLON FOUNDATION 140 EAST 62ND STREET NEW YORK NY 10021 1 0 0 0 Common Shares 2004-01-27 2004-01-27 5 G 0 3000.000 0 D 32506.926 D Common Shares 2004-01-30 2004-01-30 5 G 0 3420.000 0 D 29086.926 D Common Shares 2004-01-27 2004-01-27 5 G 0 1300.000 0 D 6820.000 I by spouse Common Shares 2004-01-30 2004-01-30 4 G 0 3420.000 0 A 3420.000 I by trust Common Shares 2004-01-27 2004-01-27 5 G 0 4300.000 0 A 4300.000 I co-trustee Share Equivalent Units 2004-04-26 2004-04-26 4 A 0 2225.000 0 A Common Shares 2225.000 3231.330 D On January 30, 2004, the reporting person contributed these shares of common stock to a charitable remainder trust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the AXP common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein. The share equivalent units convert into common stock on a one-for-one basis. The share equivalent units are convertible immediately and have no expiration date. Includes share equivalent units acquired pursuant to a dividend reinvestment feature of the Directors' Deferred Compensation Plan and/or the 2003 Share Equivalent Unit Plan for Directors. The reported share equivalent units were acquired pursuant to the Directors' Deferred Compensation Plan and will be settled in ca sh following termination of service as a Director. William G. Bowen 2004-04-28