AMERICAN EXPRESS CO — Director's Dealing 2006

Feb 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-02-13

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-13	Common Stock	M	34272	$19.385	Acquired	103847	Direct
2006-02-13	Common Stock	M	123379	$25.649	Acquired	227226	Direct
2006-02-13	Common Stock	M	123379	$30.892	Acquired	350605	Direct
2006-02-13	Common Stock	S	117518	$53.2	Disposed	233087	Direct
2006-02-13	Common Stock	S	100	$53.19	Disposed	232987	Direct
2006-02-13	Common Stock	S	4500	$53.17	Disposed	228487	Direct
2006-02-13	Common Stock	S	1200	$53.16	Disposed	227287	Direct
2006-02-13	Common Stock	S	10100	$53.15	Disposed	217187	Direct
2006-02-13	Common Stock	S	300	$53.14	Disposed	216887	Direct
2006-02-13	Common Stock	S	2000	$53.13	Disposed	214887	Direct
2006-02-13	Common Stock	S	5200	$53.12	Disposed	209687	Direct
2006-02-13	Common Stock	S	5700	$53.11	Disposed	203987	Direct
2006-02-13	Common Stock	S	17900	$53.1	Disposed	186087	Direct
2006-02-13	Common Stock	S	2900	$53.09	Disposed	183187	Direct
2006-02-13	Common Stock	S	3000	$53.08	Disposed	180187	Direct
2006-02-13	Common Stock	S	8200	$53.07	Disposed	171987	Direct
2006-02-13	Common Stock	S	3600	$53.06	Disposed	168387	Direct
2006-02-13	Common Stock	S	15500	$53.05	Disposed	152887	Direct
2006-02-13	Common Stock	S	4800	$53.04	Disposed	148087	Direct
2006-02-13	Common Stock	S	3400	$53.03	Disposed	144687	Direct
2006-02-13	Common Stock	S	49900	$53	Disposed	94787	Direct
2006-02-13	Common Stock	S	4200	$53.01	Disposed	90587	Direct
2006-02-13	Common Stock	S	11400	$53.02	Disposed	79187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-13	Employee Stock Option (Right to Buy)	$19.385	M	34272	Disposed	2007-02-23	Common Stock (34272)	Direct
2006-02-13	Employee Stock Option (Right to Buy)	$25.649	M	123379	Disposed	2008-02-22	Common Stock (123379)	Direct
2006-02-13	Employee Stock Option (Right to Buy)	$30.892	M	123379	Disposed	2009-02-21	Common Stock (123379)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2192	Indirect

Footnotes

F1: These options vested in three equal annual installments beginning on the date shown as "Date Exercisable."