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 * MARSHALL SIRI S   2. Issuer Name and Ticker or Trading Symbol AMERIPRISE FINANCIAL INC [AMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) GENERAL COUNSEL'S OFFICE, 50591 AMERIPRISE FINANCIAL CENTER 3. Date of Earliest Transaction (Month/Day/Year) 05/19/2006 (Street) MINNEAPOLIS, MN 55474 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

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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

Phantom Stock (Quarterly Dividend on Annual Grant)

(1)

05/19/2006

A

9.358

(2)

(2)

Common Stock

9.358

$ 0

3,825.014

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARSHALL SIRI S GENERAL COUNSEL'S OFFICE 50591 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS, MN 55474	X

Signatures

/s/ Julie E. Ramacher for Siri S. Marshall		05/23/2006
**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)	Each share of phantom stock represents the right to receive one share of Ameriprise Financial, Inc. Common Stock. Deemed quarterly dividends were awarded for the reported deferred share unit award granted to the reporting director under the Ameriprise Financial Deferred Share Plan. The record date for the deemed dividends was May 10, 2006 and the deemed quarterly dividends were credited on May 19, 2006.
(2)	Upon ceasing to be a non-employee director of Ameriprise Financial, Inc., the reporting director will receive Common Stock of Ameriprise Financial, Inc. in settlement of the reporting director's deferred share units on a one-for-one basis in a lump sum at the end of the quarter immediately following the quarter in which the reporting director's termination of service on the Board of Directors occurs.

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