AMERICAN EXPRESS CO — Director's Dealing 2006

Feb 14, 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: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-27	Common Stock	G	400	—	Disposed	1056084	Direct
2005-12-27	Common Stock	G	400	—	Acquired	43611	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-27	Phantom Stock Units	$0	J	196	Acquired		Common Stock (196)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The units are to be settled following the reporting person's retirement or other termination of service.

F2: The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on 1/27/2005, 4/22/2005, 7/28/2005, and 10/11/2005, at prices ranging from $49.18 to $55.47 per share.

F3: The phantom stock converts into common stock on a one-for-one basis.