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: FAIRBAIRN URSULA F (EVP, Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-27	Phantom Stock Units	$0	J	13	Acquired		Common Stock (13)	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.