AMERICAN EXPRESS CO — Director's Dealing 2006

Mar 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-27	Common Stock	M	65688	$30.892	Acquired	305930	Direct
2006-02-27	Common Stock	M	150000	$38.224	Acquired	455930	Direct
2006-02-27	Common Stock	S	4900	$54.75	Disposed	451030	Direct
2006-02-27	Common Stock	S	8500	$54.76	Disposed	442530	Direct
2006-02-27	Common Stock	S	32400	$54.77	Disposed	410130	Direct
2006-02-27	Common Stock	S	7200	$54.78	Disposed	402930	Direct
2006-02-27	Common Stock	S	12600	$54.8	Disposed	390330	Direct
2006-02-27	Common Stock	S	3400	$54.83	Disposed	386930	Direct
2006-02-27	Common Stock	S	3600	$54.84	Disposed	383330	Direct
2006-02-27	Common Stock	S	24100	$54.85	Disposed	359230	Direct
2006-02-27	Common Stock	S	5500	$54.86	Disposed	353730	Direct
2006-02-27	Common Stock	S	14500	$54.87	Disposed	339230	Direct
2006-02-27	Common Stock	S	7900	$54.88	Disposed	331330	Direct
2006-02-27	Common Stock	S	3400	$54.89	Disposed	327930	Direct
2006-02-27	Common Stock	S	57635	$54.9	Disposed	270295	Direct
2006-02-27	Common Stock	S	3100	$54.91	Disposed	267195	Direct
2006-02-27	Common Stock	S	6100	$54.93	Disposed	261095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-27	Employee Stock Option (Right to Buy)	$30.892	M	65688	Disposed	2009-02-22	Common Stock (65688)	Direct
2006-02-27	Employee Stock Option (Right to Buy)	$38.224	M	150000	Disposed	2010-02-28	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4535.66	Indirect

Footnotes

F1: 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.

F2: 57,120 of these options became exercisable on 2/22/2002, and the balance became exercisable on 2/22/2003.

F3: 68,544 of these options became exercisable on 2/28/2002, an additional 68,544 became exercisable on 2/28/2003, and the remaining 12,912 became exercisable on 2/28/2004.