AMERICAN EXPRESS CO — Director's Dealing 2007

Feb 14, 2007

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-12-31

Reporting Person: GILLIGAN EDWARD P (Member, Global Leadership Team)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-26	Phantom Stock Units	$0	J	65	Acquired		Common Stock (65)	Direct

Footnotes

F1: The phantom stock converts into common stock on a one-for-one basis.

F2: The reported phantom stock units were acquired under the Company's Supplemental Retirement Plan on 1/26/2006, 4/21/2006, 7/20/2006, and 10/27/2006, at prices ranging from $51.79 to $58.86 per share.

F3: The units are to be settled following the reporting person's retirement or other termination of service.

F4: Includes phantom stock units acquired pursuant to a dividend reinvestment feature of the Company's Supplemental Retirement Plan.