Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KELLY ALFRED F JR
   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
(Last)
(First)
(Middle)
3 WORLD FINANCIAL CENTER, 200 VESEY ST, AMERICAN EXPRESS TOWER		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2006
(Street)

NEW YORK, NY 10285		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
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)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELLY ALFRED F JR
3 WORLD FINANCIAL CENTER
200 VESEY ST, AMERICAN EXPRESS TOWER
NEW YORK, NY 10285		       Member, Global Leadership Team  

Signatures

 /s/ Stephen P. Norman, attorney-in-fact   03/01/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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