X0202 4 2004-04-26 0 0000004962 AMERICAN EXPRESS CO AXP 0001209431 AKERSON DANIEL F XO COMMUNICATIONS, INC. 11111 SUNSET HILLS ROAD, 5TH FLOOR RESTON VA 20190 1 0 0 0 Common Shares 47699.969 D Share Equivalent Units 2004-04-26 2004-04-26 4 A 0 2225.000 0 A Common Shares 2225.000 3231.330 D 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. Daniel F. Akerson 2004-04-28