AMERICAN EXPRESS CO — Director's Dealing 2006

Jan 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-01-23

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-23	Common Stock	A	1928	—	Acquired	70442	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-23	Employee Stock Option (Right to Buy)	$51.865	A	120000	Acquired	2016-01-23	Common Stock (120000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2192	Indirect

Footnotes

F1: Restricted Stock Award will vest in two equal annual installments (50% on Jan. 23, 2007 and 2008, respectively) subject to the Company's achievement of certain financial performance requirements during the vesting period and other award requirements including continuous employment.

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.

F3: These options will become exercisable in four equal annual installments (25% on Jan. 23, 2007, 2008, 2009, and 2010, respectively) subject to award requirements including continuous employment.