AMERICAN EXPRESS CO — Director's Dealing 2006

Apr 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-04-24

Reporting Person: CHERNIN PETER (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-24	Share Equivalent Units	$	A	3400	Acquired		Common Stock (3400)	Direct

Footnotes

F1: The reported share equivalent units were acquired pursuant to the Company's 2003 Share Equivalent Unit Plan for Directors and will be settled in cash following termination of service as a Director.

F2: The share equivalent units convert into common stock on a one-for-one basis.

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