AMERICAN EXPRESS CO — Director's Dealing 2007

Feb 13, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2006-01-26

Reporting Person: CHENAULT KENNETH I (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-08	Common Stock	G	260	—	Disposed	617835	Direct
2007-02-12	Common Stock	G	430	—	Disposed	617405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-26	Phantom Stock Units	$0	J	159	Acquired		Common Stock (159)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18614	Indirect
Common Stock	100000	Indirect
Common Stock	75511	Indirect
Common Stock	53423	Indirect
Common Stock	40764	Indirect
Common Stock	27600	Indirect

Footnotes

F1: 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.

F2: The phantom stock converts into common stock on a one-for-one basis.

F3: 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.

F4: The units are to be settled following the reporting person's retirement or other termination of service.

F5: Includes phantom stock units acquired pursuant to a dividend reinvestment feature of the Company's Supplemental Retirement Plan.