AMERICAN EXPRESS CO — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2005-12-30

Reporting Person: BARSHEFSKY CHARLENE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-30	Share Equivalent Units	$	A	309.08	Acquired		Common Stock (309.08)	Direct

Footnotes

F1: The share equivalent units convert into common stock on a one-for-one basis.

F2: The share equivalent units are convertible immediately and have no expiration date.

F3: The reported share equivalent units were acquired pursuant to the Company's 2003 Share Equivalent Unit Plan for Directors and wil
l be settled in cash following termination of service as a Director.

F4: Includes share equivalent units acquired pursuant to a dividend reinvestment feature of the Directors' Deferred Compensation Plan
and/or the 2003 Share Equivalent Unit Plan for Directors.

F5: The units shown have been adjusted to reflect the issuer's spin-off of Ameriprise Financial, Inc. on September 30, 2005.