AMERICAN EXPRESS CO — Director's Dealing 2006

Feb 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-02-22

Reporting Person: GILLIGAN EDWARD P (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-22	Common Stock	F	3955	$54.45	Disposed	197279	Direct
2006-02-22	Common Stock	M	4896	$35.977	Acquired	202175	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-22	Employee Stock Option (Right to Buy)	$35.977	M	4896	Disposed	2006-02-25	Common Stock (4896)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1391	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.