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: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-13	Common Stock	F	187542	$53.215	Disposed	900762	Direct
2006-02-13	Common Stock	M	222971	$38.17	Acquired	222971	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-13	Employee Stock Option (Right to Buy)	$38.17	M	222971	Disposed	2006-02-25	Common Stock (222971)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27600	Indirect
Common Stock	14903	Indirect
Common Stock	18092	Indirect
Common Stock	43611	Indirect
Common Stock	40764	Indirect
Common Stock	86000	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to cover the cost of exercise and tax obligations arising from the exercise of employee stock options.