AMERICAN EXPRESS CO — Director's Dealing 2006

Jan 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-01-30

Reporting Person: CRITTENDEN GARY L (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-30	Common Stock	M	200632	$31.941	Acquired	329833	Direct
2006-01-30	Common Stock	M	146513	$29.239	Acquired	476346	Direct
2006-01-30	Common Stock	S	304500	$52.85	Disposed	171846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-30	Employee Stock Option (Right to Buy)	$31.941	M	200632	Disposed	2012-01-27	Common Stock (200632)	Direct
2006-01-30	Employee Stock Option (Right to Buy)	$29.239	M	146513	Disposed	2013-01-26	Common Stock (146513)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	204	Indirect

Footnotes

F1: Shares held in reporting person's account under the Company's Incentive Savings Plan. This plan uses unit accounting, and the number of shares that a participant is deemed to hold varies with the unit price of the Company pooled stock fund.