SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLY ALFRED F JR

(Last)

(First)

(Middle)

3 WORLD FINANCIAL CENTER

200 VESEY ST, AMERICAN EXPRESS TOWER

(Street)

NEW YORK

10285

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN EXPRESS CO [ AXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Member, Global Leadership Team

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2006		M		65,688	A	$30.892	305,930	D
Common Stock	02/27/2006		M		150,000	A	$38.224	455,930	D
Common Stock	02/27/2006		S		4,900	D	$54.75	451,030	D
Common Stock	02/27/2006		S		8,500	D	$54.76	442,530	D
Common Stock	02/27/2006		S		32,400	D	$54.77	410,130	D
Common Stock	02/27/2006		S		7,200	D	$54.78	402,930	D
Common Stock	02/27/2006		S		12,600	D	$54.8	390,330	D
Common Stock	02/27/2006		S		3,400	D	$54.83	386,930	D
Common Stock	02/27/2006		S		3,600	D	$54.84	383,330	D
Common Stock	02/27/2006		S		24,100	D	$54.85	359,230	D
Common Stock	02/27/2006		S		5,500	D	$54.86	353,730	D
Common Stock	02/27/2006		S		14,500	D	$54.87	339,230	D
Common Stock	02/27/2006		S		7,900	D	$54.88	331,330	D
Common Stock	02/27/2006		S		3,400	D	$54.89	327,930	D
Common Stock	02/27/2006		S		57,635	D	$54.9	270,295	D
Common Stock	02/27/2006		S		3,100	D	$54.91	267,195	D
Common Stock	02/27/2006		S		6,100	D	$54.93	261,095	D
Common Stock								4,535.66	I	401(k) Trust⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$30.892	02/27/2006		M			65,688	02/22/2002⁽²⁾	02/22/2009	Common Stock	65,688	$0	0	D
Employee Stock Option (Right to Buy)	$38.224	02/27/2006		M			150,000	02/28/2002⁽³⁾	02/28/2010	Common Stock	150,000	$0	55,632	D

Explanation of Responses:

1. 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.

2. 57,120 of these options became exercisable on 2/22/2002, and the balance became exercisable on 2/22/2003.

3. 68,544 of these options became exercisable on 2/28/2002, an additional 68,544 became exercisable on 2/28/2003, and the remaining 12,912 became exercisable on 2/28/2004.

	/s/ Stephen P. Norman, attorney-in-fact	03/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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