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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * CHENAULT KENNETH I   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 (Last) (First) (Middle) 3 WORLD FINANCIAL CENTER, 200 VESEY ST, AMERICAN EXPRESS TOWER 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2010 (Street) NEW YORK, NY 10285 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHENAULT KENNETH I 3 WORLD FINANCIAL CENTER 200 VESEY ST, AMERICAN EXPRESS TOWER NEW YORK, NY 10285	X		Chief Executive Officer

Signatures

/s/ Michael G. Kuchs, attorney-in-fact		01/27/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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