AMERICAN EXPRESS CO — Director's Dealing 2006

Jan 30, 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: KELLY ALFRED F JR (Member, Global Leadership Team)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-26	Common Stock	F	913	$53.215	Disposed	254986	Direct
2006-01-27	Common Stock	F	14744	$53.275	Disposed	240242	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4535.66	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.