X0202 4 2005-01-24 0 0000004962 AMERICAN EXPRESS CO AXP 0001209458 SALOW GLEN AMERICAN EXPRESS TOWER 3 WORLD FINANCIAL CENTER NEW YORK NY 10285-5003 0 1 0 0 EVP, Technologies Employee stock options (right to buy) 52.285 2005-01-24 2005-01-24 4 A 0 130000 0 A 2006-01-24 2015-01-24 Common Shares 130000 130000 D Phantom Stock Units 2004-12-30 2004-12-30 5 A 0 45 A Common Shares 45 265 D These options will vest in four equal annual installments beginning on the date shown as "Date Exercisable" subject to continuous employment. The phantom stock converts into common stock on a one-for-one basis. 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. The units are to be settled following the reporting person's retirement or other termination of service. Glen Salow 2005-01-26