SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Squeri Stephen J

(Last)

(First)

(Middle)

3 WORLD FINANCIAL CENTER

200 VESEY ST, AMERICAN EXPRESS TOWER

(Street)

NEW YORK

10285

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2005

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Information Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/11/2005

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	63,779	D
Common Stock	4,271	I	401(k) Trust⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	11/18/2001	02/25/2006	Common Stock	7,973	$43.755	D
Employee Stock Option (Right to Buy)	02/23/2003	02/22/2008	Common Stock	23,800	$29.302	D
Employee Stock Option (Right to Buy)	01/27/2004	01/26/2013	Common Stock	63,000	$33.403	D
Employee Stock Option (Right to Buy)	01/28/2003	01/27/2012	Common Stock	70,000	$36.49	D
Employee Stock Option (Right to Buy)	08/19/2004	02/22/2008	Common Stock	5,209	$53.565	D
Employee Stock Option (Right to Buy)	08/19/2004	02/23/2007	Common Stock	689	$53.565	D
Employee Stock Option (Right to Buy)	02/22/2001	02/21/2009	Common Stock	21,000	$35.292	D
Employee Stock Option (Right to Buy)	01/26/2005	01/25/2014	Common Stock	66,000	$50.24	D
Employee Stock Option (Right to Buy)	02/26/2003	02/25/2011	Common Stock	65,000	$44.465	D
Employee Stock Option (Right to Buy)	02/23/2000	02/22/2008	Common Stock	9,100	$29.302	D
Employee Stock Option (Right to Buy)	01/24/2006	01/23/2015	Common Stock	83,000	$52.285	D
Employee Stock Option (Right to Buy)	02/28/2002	02/27/2010	Common Stock	24,000	$43.667	D
Employee Stock Option (Right to Buy)	07/24/2002	07/23/2010	Common Stock	12,000	$57.969	D
Employee Stock Option (Right to Buy)	03/29/2005	02/22/2008	Common Stock	16,481	$51.065	D
Employee Stock Option (Right to Buy)	08/19/2004	07/27/2007	Common Stock	2,011	$53.565	D
Employee Stock Option (Right to Buy)	12/26/2003	02/23/2007	Common Stock	7,420	$42.42	D
Phantom Stock Units	⁽²⁾	⁽²⁾	Common Stock	345	$0⁽¹⁾	D⁽³⁾

Explanation of Responses:

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

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

3. This filing has been amended to show the reporting person's holdings in employee benefit plans that were omitted from the original filing.

	/s/ Stephen P. Norman, attorney-in-fact	02/14/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.