AMERICAN EXPRESS CO — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-02-17

Reporting Person: Squeri Stephen J (EVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-17	Common Stock	F	7600	$54.295	Disposed	49870	Direct
2006-02-17	Common Stock	M	9108	$38.301	Acquired	58978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Employee Stock Option (Right to Buy)	$38.301	M	9108	Disposed	2006-02-25	Common Stock (9108)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4312	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.