AMERICAN EXPRESS CO — Director's Dealing 2005

Nov 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-11-07

Reporting Person: KELLY ALFRED F JR (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-07	Common Stock	M	7443	$41.124	Acquired	278420	Direct
2005-11-07	Common Stock	M	16937	$41.124	Acquired	295357	Direct
2005-11-07	Common Stock	M	28634	$41.124	Acquired	323991	Direct
2005-11-07	Common Stock	S	214	$49.83	Disposed	323777	Direct
2005-11-07	Common Stock	S	14800	$49.79	Disposed	308977	Direct
2005-11-07	Common Stock	S	1400	$49.78	Disposed	307577	Direct
2005-11-07	Common Stock	S	1300	$49.77	Disposed	306277	Direct
2005-11-07	Common Stock	S	35200	$49.74	Disposed	271077	Direct
2005-11-07	Common Stock	S	100	$49.76	Disposed	270977	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-11-07	Employee Stock Option (Right to Buy)	$41.124	M	7443	Disposed	2006-02-25	Common Stock (7443)	Direct
2005-11-07	Employee Stock Option (Right to Buy)	$41.124	M	16937	Disposed	2007-02-23	Common Stock (16937)	Direct
2005-11-07	Employee Stock Option (Right to Buy)	$41.124	M	28634	Disposed	2008-02-22	Common Stock (28634)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4535.66	Indirect

Footnotes

F1: This amount reflects anti-dilution adjustments to the reporting person's outstanding Restricted Stock Awards as a result of the issuer's spin-off of Ameriprise Financial, Inc. on September 30, 2005.

F2: Shares held in reporting person's account under the Company's Incentive 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.