AMERICAN EXPRESS CO — Director's Dealing 2006

Jul 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-06-30

Reporting Person: POPOFF FRANK P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-06-30	Share Equivalent Units	$0	A	224.64	Acquired		Common Stock (224.64)	Direct

Footnotes

F1: The share equivalent units convert into common stock on a one-for-one basis.

F2: The reported share equivalent units were acquired pursuant to the Directors' Deferred Compensation Plan and will be settled in cash following termination of service as a Director.

F3: The share equivalent units are convertible immediately and have no expiration date.

F4: 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.