AMERICAN EXPRESS CO — Director's Dealing 2006

Feb 15, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-12-31

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-28	Phantom Stock Units	$0	J	25	Acquired		Common Stock (25)	Direct

Footnotes

F1: The phantom stock converts into common stock on a one-for-one basis.

F2: The units are to be settled following the reporting person's retirement or other termination of service.

F3: The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on 7/28/2005 and 10/11/2005 at $55.47 and $49.18 per share, respectively.