Sec Form 4 Filing - Henry Daniel T @ AMERICAN EXPRESS CO - 2013-05-23

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 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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1. Name and Address of Reporting Person Henry Daniel T 2. Issuer Name and Ticker or Trading Symbol AMERICAN EXPRESS CO [ AXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer (Last) (First) (Middle) 3 WORLD FINANCIAL CENTER, 200 VESEY ST., AMERICAN EXPRESS TOWER 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2013 (Street) NEW YORK, NY10285 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 05/23/2013 M 30,000 A $ 51.865 114,123 D Common Stock 05/23/2013 M 100,000 A $ 38.1 214,123 D Common Stock 05/23/2013 S( 1 ) 115,869 D $ 74.5639 ( 2 ) 98,254 D Common Stock 05/23/2013 S( 3 ) 40,000 D $ 74.5639 ( 2 ) 58,254 D Common Stock 20 I ( 4 ) 401(k) trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM /DD/YY) 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 Option (Right to Buy) $ 51.865 05/23/2013 M 30,000 01/23/2007( 5 ) 01/22/2016 Common Stock 30,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 38.1 05/23/2013 M 100,000 01/26/2011( 6 ) 01/26/2020 Common Stock 100,000 $ 0 37,795 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Henry Daniel T 3 WORLD FINANCIAL CENTER 200 VESEY ST., AMERICAN EXPRESS TOWER NEW YORK, NY10285 EVP, Chief Financial Officer Signatures /s/ Michael G. Kuchs, attorney-in-fact 05/24/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock option exercises reported above and the sale of 50% of the net shares acquired from these exercises; the reporting person will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.17 to $74.95. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range. ( 3 )The reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years. ( 4 )Shares held in reporting person's account under the Company's Retirement Savings Plan. 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 became exercisable in four equal annual installments beginning on date shown as "Date Exercisable." ( 6 )The options exercised became exercisable as follows: 34,448 shares on 1/26/2011; 34,449 on 1/26/2012; and 31,103 on 1/29/2013.

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).

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