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: 2006-01-26

Reporting Person: SCHICK THOMAS A (EVP-Corp. Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-26	Common Stock	F	505	$53.215	Disposed	134181	Direct
2006-01-27	Common Stock	M	161288	$30.178	Acquired	295469	Direct
2006-01-27	Common Stock	S	143200	$53.35	Disposed	152269	Direct
2006-01-27	Common Stock	S	18088	$53.34	Disposed	134181	Direct
2006-01-27	Common Stock	F	465	$53.275	Disposed	133716	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-27	Employee Stock Option (Right to Buy)	$30.178	M	161288	Disposed	2007-02-23	Common Stock (161288)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	928	Indirect

Footnotes

F1: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of a restricted stock award.

F2: 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.