UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

x QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the quarterly
period ended March 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the transition period from ____ to ____

Commission File
No. 1-6908

AMERICAN
EXPRESS CREDIT CORPORATION(Exact name of registrant as specified in its charter)

|                                                                    |  |                                     
|------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                            |  | 11-1988350                          
|(State or other jurisdiction of 
  incorporation or organization)   |  | (I.R.S. Employer Identification No.)
|One Christina Centre, 301 North
  Walnut Street                     |  |                                     
|Suite
  1002, Wilmington, Delaware                                  |  | 19801-2919                          
|(Address of principal executive offices)                            |  | (Zip Code)                          
|Registrants telephone
  number including area code: (302) 594-3350 |  |                                     

|                                                                                     
|-------------------------------------------------------------------------------------
|None                                                                                 
|                                                                                     
|(Former name, former address and former fiscal year,
  if changed since last report.)

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND HAS THEREFORE OMITTED
CERTAIN ITEMS FROM THIS REPORT IN ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT
PERMITTED UNDER GENERAL INSTRUCTIONS H(2).

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.Yesx   No
  o

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer o                    Accelerated
  filer o                    Non-accelerated
  filer x

Indicate by check mark whether the Registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso   No x

Indicate the number of shares outstanding of each of
the issuers classes of common stock, as of the latest practicable date.

|                                          |  |                               | 
|----------------------------------------- |  | ----------------------------- | 
|Class                                     |  | Outstanding
  at May 12, 2006 | 
|                                          |  |                               | 
|Common Stock
  (par value $.10 per share) |  | 1,504,938 Shares              | 

---



AMERICAN EXPRESS CREDIT CORPORATION

FORM 10-Q

INDEX

|         |                               |                                                                                                                      |  |          | 
|-------- | ----------------------------- | -------------------------------------------------------------------------------------------------------------------- |  | -------- | 
|         |                               |                                                                                                                      |  | Page No.
|         |                               |                                                                                                                      |  |          | 
|PART I.  | FINANCIAL
        INFORMATION |                                                                                                                      |  |         
|         |                               |                                                                                                                      |  |          | 
|         | Item 1.                       | Financial Statements                                                                                                 |  |          | 
|         |                               |                                                                                                                      |  |          | 
|         |                               | Consolidated Statements of
        Income and Retained Earnings  Three months ended March 31, 2006
        and 2005 |  | 3        | 
|         |                               |                                                                                                                      |  |          | 
|         |                               | Consolidated Balance Sheets
         March 31, 2006 and December 31, 2005                                           |  | 4        | 
|         |                               |                                                                                                                      |  |          | 
|         |                               | Consolidated Statements of
        Cash Flows  Three months ended March 31, 2006 and 2005                           |  | 5        | 
|         |                               |                                                                                                                      |  |          | 
|         |                               | Notes to Consolidated Financial
        Statements                                                                   |  | 6        | 
|         |                               |                                                                                                                      |  |          | 
|         | Item 2.                       | Managements Discussion
        and Analysis of Financial Condition and Results of Operations                        |  | 8        | 
|         |                               |                                                                                                                      |  |          | 
|         | Item 4.                       | Controls and Procedures                                                                                              |  | 14       | 
|         |                               |                                                                                                                      |  |          | 
|PART II. | OTHER INFORMATION             |                                                                                                                      |  |         
|         |                               |                                                                                                                      |  |          | 
|         | Item 6.                       | Exhibits                                                                                                             |  | 15       | 
|         |                               |                                                                                                                      |  |          | 
|         |                               | Signatures                                                                                                           |  | 16       | 
|         |                               |                                                                                                                      |  |          | 
|         |                               | Exhibit Index                                                                                                        |  | E-1      | 

- 2 -

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AMERICAN EXPRESS CREDIT CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL
STATEMENTS

CONSOLIDATED
STATEMENTS OF INCOME
AND RETAINED EARNINGS(Millions)
(Unaudited)

|                                                                          |  |                                   |       |      |   |       | 
|------------------------------------------------------------------------- |  | --------------------------------- | ----- | ---- | - | ----- | 
|                                                                          |  | Three
  Months Ended 
  March 31, |      
|                                                                          |  | 2006                              |       | 2005 |  
|                                                                          |  |                                   |       |      |  
|                                                                         
|Revenues                                                                  |  |                                   |       |      |   |       | 
|                                                                          |  |                                   |       |      |   |       | 
|Discount revenue earned from purchased cardmember
  receivables and loans |  | $                                 | 462   |      | $ | 348   | 
|Finance charge revenue                                                    |  |                                   | 13    |      |   | 18    | 
|Interest income from investments                                          |  |                                   | 49    |      |   | 36    | 
|Interest income from affiliates                                           |  |                                   | 116   |      |   | 92    | 
|Other                                                                     |  |                                   | 4     |      |   | 1     | 
|                                                                          |  |                                   |       |      |   |       | 
|Total revenues                                                            |  |                                   | 644   |      |   | 495   | 
|                                                                          |  |                                   |       |      |   |       | 
|                                                                          |  |                                   |       |      |   |       | 
|Expenses                                                                  |  |                                   |       |      |   |       | 
|                                                                          |  |                                   |       |      |   |       | 
|Provision for losses, net of recoveries (1)                               |  |                                   | 142   |      |   | 128   | 
|Interest expense                                                          |  |                                   | 280   |      |   | 225   | 
|Interest expense to affiliates                                            |  |                                   | 75    |      |   | 36    | 
|Other                                                                     |  |                                   | 3     |      |   | 2     | 
|                                                                          |  |                                   |       |      |   |       | 
|Total expenses                                                            |  |                                   | 500   |      |   | 391   | 
|                                                                          |  |                                   |       |      |   |       | 
|                                                                          |  |                                   |       |      |   |       | 
|Pretax income                                                             |  |                                   | 144   |      |   | 104   | 
|Income tax provision                                                      |  |                                   | 18    |      |   | 9     | 
|                                                                          |  |                                   |       |      |   |       | 
|Net income                                                                |  |                                   | 126   |      |   | 95    | 
|                                                                          |  |                                   |       |      |   |       | 
|Retained earnings at beginning of period                                  |  |                                   | 3,080 |      |   | 2,865 | 
|                                                                          |  |                                   |       |      |   |       | 
|                                                                          |  |                                   |       |      |   |       | 
|Retained earnings at end of period                                        |  | $                                 | 3,206 |      | $ | 2,960 | 
|                                                                          |  |                                   |       |      |   |       | 

See Notes
to Consolidated FinancialStatements.

|    |                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------
|(1) | Provision for losses are shown net of recoveries of $50
  and $39 for the three months ended March 31, 2006 and 2005, respectively.

- 3 -

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AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
BALANCE SHEETS(Millions, except share data)
(Unaudited)

|                                                                                                         |  |           |        |                |   |        |  
|-------------------------------------------------------------------------------------------------------- |  | --------- | ------ | -------------- | - | ------ | -
|                                                                                                         |  | March 31, |        | December
  31, |  
|                                                                                                         |  | 2006      |        | 2005           |  
|                                                                                                         |  |           |        |                |  
|                                                                                                         |  |           |        |                |   |        |  
|Assets                                                                                                   |  |           |        |                |   |        |  
|                                                                                                         |  |           |        |                |   |        |  
|Cash and cash equivalents                                                                                |  | $         | 614    |                | $ | 1,051  |  
|Investments                                                                                              |  |           | 2,991  |                |   | 2,996  |  
|Cardmember receivables, less reserves:                                                                   |  |           |        |                |   |        |  
|2006, $703; 2005,
  $671                                                                                 |  |           | 22,821 |                |   | 23,750 |  
|Cardmember loans, less reserves:                                                                         |  |           |        |                |   |        |  
|2006, $12; 2005,
  $15                                                                                   |  |           | 433    |                |   | 554    |  
|Loans and deposits with affiliates                                                                       |  |           | 8,339  |                |   | 8,254  |  
|Deferred charges and other assets                                                                        |  |           | 402    |                |   | 764    |  
|                                                                                                         |  |           |        |                |   |        |  
|Total assets                                                                                             |  | $         | 35,600 |                | $ | 37,369 |  
|                                                                                                         |  |           |        |                |   |        |  
|                                                                                                         |  |           |        |                |   |        |  
|Liabilities and Shareholders
  Equity                                                                   |  |           |        |                |   |        |  
|                                                                                                         |  |           |        |                |   |        |  
|Short-term debt                                                                                          |  | $         | 7,508  |                | $ | 7,939  |  
|Short-term debt with affiliates                                                                          |  |           | 7,082  |                |   | 8,043  |  
|Current portion of long-term debt                                                                        |  |           | 2,200  |                |   | 2,300  |  
|Long-term debt                                                                                           |  |           | 14,627 |                |   | 14,629 |  
|                                                                                                         |  |           |        |                |   |        |  
|Total debt                                                                                               |  |           | 31,417 |                |   | 32,911 |  
|Due to affiliates                                                                                        |  |           | 498    |                |   | 1,021  |  
|Accrued interest and other liabilities                                                                   |  |           | 285    |                |   | 166    |  
|                                                                                                         |  |           |        |                |   |        |  
|Total
  liabilities                                                                                      |  |           | 32,200 |                |   | 34,098 |  
|                                                                                                         |  |           |        |                |   |        |  
|                                                                                                         |  |           |        |                |   |        |  
|Shareholders Equity                                                                                     |  |           |        |                |   |        |  
|                                                                                                         |  |           |        |                |   |        |  
|Common stock,
  $.10 par value, authorized 3 million shares; issued and outstanding 1.5
  million shares |  |           | 1      |                |   | 1      |  
|Capital surplus                                                                                          |  |           | 161    |                |   | 161    |  
|Retained earnings                                                                                        |  |           | 3,206  |                |   | 3,080  |  
|Accumulated other comprehensive income (loss):                                                           |  |           |        |                |   |        |  
|Net unrealized
  securities losses, net of tax                                                           |  |           | (13    | )              |   | (16    | )
|Net unrealized
  derivatives gains, net of tax                                                           |  |           | 63     |                |   | 57     |  
|Foreign currency
  translation adjustments                                                               |  |           | (18    | )              |   | (12    | )
|                                                                                                         |  |           |        |                |   |        |  
|Total accumulated other comprehensive income                                                             |  |           | 32     |                |   | 29     |  
|                                                                                                         |  |           |        |                |   |        |  
|Total
  shareholders equity                                                                             |  |           | 3,400  |                |   | 3,271  |  
|                                                                                                         |  |           |        |                |   |        |  
|Total liabilities and shareholders equity                                                               |  | $         | 35,600 |                | $ | 37,369 |  
|                                                                                                         |  |           |        |                |   |        |  

See Notes
to Consolidated FinancialStatements.

- 4 -

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AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(Millions)
(Unaudited)

|                                                                                                                                                  |  |                                   |        |      |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------ | ---- | - | ------ | -
|                                                                                                                                                  |  | Three
  Months Ended 
  March 31, |       
|                                                                                                                                                  |  | 2006                              |        | 2005 |  
|                                                                                                                                                  |  |                                   |        |      |  
|Cash
  Flows from Operating Activities                                                                                                            |  |                                   |        |      |   |        |  
|Net income                                                                                                                                        |  | $                                 | 126    |      | $ | 95     |  
|Adjustments to reconcile net income to net cash provided by operating
        activities:                                                         |  |                                   |        |      |   |        |  
|Provision for
  losses                                                                                                                            |  |                                   | 192    |      |   | 167    |  
|Amortization and
  other                                                                                                                          |  |                                   | (1     | )    |   | 2      |  
|Changes in
  operating assets and liabilities:                                                                                                    |  |                                   |        |      |   |        |  
|Deferred tax
  assets                                                                                                                             |  |                                   | (7     | )    |   | (7     | )
|Due to
  affiliates                                                                                                                               |  |                                   | 32     |      |   | 62     |  
|Other operating
  assets and liabilities                                                                                                          |  |                                   | 479    |      |   | 19     |  
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Net cash provided by operating activities                                                                                                         |  |                                   | 821    |      |   | 338    |  
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Cash
  Flows from Investing Activities                                                                                                            |  |                                   |        |      |   |        |  
|Net decrease in cardmember receivables and loans                                                                                                  |  |                                   | 1,876  |      |   | 1,381  |  
|Net increase
        of cardmember receivables and participation interests in sellers
        interest in cardmember receivables from affiliates |  |                                   | (1,017 | )    |   | (809   | )
|Purchase of investments                                                                                                                           |  |                                   | (1,208 | )    |   |       |  
|Maturities of investments                                                                                                                         |  |                                   | 1,219  |      |   | 98     |  
|Net increase in loans and deposits with affiliates                                                                                                |  |                                   | (146   | )    |   | (181   | )
|Net decrease in due to affiliates                                                                                                                 |  |                                   | (555   | )    |   | (1,091 | )
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Net cash provided by (used in) investing activities                                                                                               |  |                                   | 169    |      |   | (602   | )
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Cash
  Flows from Financing Activities                                                                                                            |  |                                   |        |      |   |        |  
|Net (decrease) increase in short-term debt with
  affiliates with maturities of ninety days or less                                               |  |                                   | (961   | )    |   | 31     |  
|Net decrease in short-term debt with maturities of
  ninety days or less                                                                          |  |                                   | (1,919 | )    |   | (75    | )
|Issuance of debt                                                                                                                                  |  |                                   | 3,003  |      |   | 153    |  
|Redemption of debt                                                                                                                                |  |                                   | (1,550 | )    |   | (1,023 | )
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Net cash used in financing activities                                                                                                             |  |                                   | (1,427 | )    |   | (914   | )
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Net decrease in cash and cash equivalents                                                                                                         |  |                                   | (437   | )    |   | (1,178 | )
|Cash and cash equivalents at beginning of period                                                                                                  |  |                                   | 1,051  |      |   | 3,802  |  
|                                                                                                                                                  |  |                                   |        |      |   |        |  
|Cash and cash equivalents at end of period                                                                                                        |  | $                                 | 614    |      | $ | 2,624  |  
|                                                                                                                                                  |  |                                   |        |      |   |        |  

See Notes to Consolidated Financial
Statements.

- 5 -

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

1. Basis of Presentation

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The accompanying Consolidated Financial Statements
  should be read in conjunction with the financial statements in the Annual
  Report on Form 10-K of American Express Credit Corporation, including its
  subsidiaries where appropriate (Credco), for the year ended December 31,
  2005.  Significant accounting policies
  disclosed therein have not changed.
  Credco is a wholly-owned subsidiary of American Express Travel Related
  Services Company, Inc. (TRS), which is a wholly-owned subsidiary of American
  Express Company (American Express). American Express Overseas Credit
  Corporation Limited together with its subsidiaries (AEOCC), Credco
  Receivables Corporation (CRC), Credco Finance, Inc. together with its
  subsidiaries (CFI), American Express Canada Credit Corporation (AECCC),
  American Express Canada Finance Limited (AECFL), American Express Capital
  Australia (AECA), American Express Sterling Funding Limited Partnership
  (AESLP) together with its subsidiaries and American Express Euro Funding
  Limited Partnership (AEELP) are wholly-owned subsidiaries of Credco.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The interim financial information in this report has
  not been audited. In the opinion of management, all adjustments necessary for
  a fair statement of the consolidated financial position and the consolidated
  results of operations for the interim periods have been made. All adjustments
  made were of a normal, recurring nature.
  Results of operations reported for interim periods are not necessarily
  indicative of results for the entire year.
  Certain prior year amounts have been reclassified to conform to the
  current year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | In February 2006, the FASB issued SFAS No. 155, Accounting
        for Certain Hybrid Financial Instruments  an amendment of FASB Statements
        No. 133 and 140 (SFAS No. 155). This Statement addresses the application
        of beneficial interests in securitized financial assets and is effective
        January 1, 2007. The adoption of SFAS No. 155 is not anticipated
        to have any impact on Credcos Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | On March 17, 2006, the FASB issued SFAS No. 156, Accounting
        for Servicing of Financial Assets  an amendment of FASB Statement
        No. 140 (SFAS No. 156). This Statement simplifies the accounting
        for servicing assets and liabilities and is effective January 1, 2007.
        The adoption of SFAS No. 156 is not anticipated to have any impact on
        Credcos Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

- 6 -

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AMERICAN EXPRESS CREDIT CORPORATION

2. Investment Securities

| |                                                                                     
| | ------------------------------------------------------------------------------------
| | The following is a summary of investments at March
  31, 2006 and December 31, 2005:

|                                                                   |  |      |       |                                        |   |                                         |  |                    |     |      |   |                                        |  |                                         |       |                    |   |   |  |   |     |   |   |       | 
|------------------------------------------------------------------ |  | ---- | ----- | -------------------------------------- | - | --------------------------------------- |  | ------------------ | --- | ---- | - | -------------------------------------- |  | --------------------------------------- | ----- | ------------------ | - | - |  | - | --- | - | - | ----- | 
|Available-for-Sale                                                 |  | 2006 |       | 2005                                   |  
|                                                                   |  |      |       |                                        |  
|(Millions)                                                         |  | Cost |       | Gross
        Unrealized
        Gains |   | Gross
        Unrealized
        Losses |  | Fair
        Value |     | Cost |   | Gross
        Unrealized
        Gains |  | Gross
        Unrealized
        Losses |       | Fair
        Value |  
|                                                                   |  |      |       |                                        |   |                                         |  |                    |     |      |   |                                        |  |                                         |       |                    |  
|American
        Express Credit Account Master Trust Class C Notes |  | $    |      |                                        | $ |                                        |  | $                  |    |      | $ |                                       |  | $                                       | 19    |                    | $ |  |  | $ |    |   | $ | 19    | 
|U.S.
        Treasury and federal agency securities                |  |      | 3,011 |                                        |   |                                        |  |                    | (20 | )    |   | 2,991                                  |  |                                         | 3,001 |                    |   |  |  |   | (24 | ) |   | 2,977 | 
|                                                                   |  |      |       |                                        |   |                                         |  |                    |     |      |   |                                        |  |                                         |       |                    |   |   |  |   |     |   |   |       | 
|Total                                                              |  | $    | 3,011 |                                        | $ |                                        |  | $                  | (20 | )    | $ | 2,991                                  |  | $                                       | 3,020 |                    | $ |  |  | $ | (24 | ) | $ | 2,996 | 
|                                                                   |  |      |       |                                        |   |                                         |  |                    |     |      |   |                                        |  |                                         |       |                    |   |   |  |   |     |   |   |       | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the three months
  ended March 31, 2006, Credco purchased $1.2 billion of federal agency
  securities. During the three months ended March 31, 2006, $19 million of
  Class C Notes and $1.2 billion of U.S. Treasury securities matured,
  respectively. All of Credcos investment securities are Available-for-Sale.
  There were no realized gains or losses for the three months ended March 31,
  2006.

3. Comprehensive Income

| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Comprehensive income is defined as the aggregate change in shareholders
        equity, excluding changes in ownership interests. The components of comprehensive
        income for the three months ended March 31, 2006 and 2005, were as follows:

|                                               |  |                                  |     |      |   |     |  
|---------------------------------------------- |  | -------------------------------- | --- | ---- | - | --- | -
|                                               |  | Three
  Months Ended
  March 31, |    
|                                               |  |                                  |    
|(Millions)                                     |  | 2006                             |     | 2005 |  
|                                               |  |                                  |     |      |  
|Net income                                     |  | $                                | 126 |      | $ | 95  |  
|Change in:                                     |  |                                  |     |      |   |     |  
|Net unrealized
  securities losses, net of tax |  |                                  | 3   |      |   | (8  | )
|Net unrealized
  derivatives gains, net of tax |  |                                  | 6   |      |   | 67  |  
|Foreign currency
  translation adjustments     |  |                                  | (6  | )    |   |    |  
|                                               |  |                                  |     |      |   |     |  
|Total comprehensive income                     |  | $                                | 129 |      | $ | 154 |  
|                                               |  |                                  |     |      |   |     |  

4. Taxes

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The taxable income of Credco is included in the
  consolidated U.S. federal income tax return of American Express. Under an
  agreement with TRS, taxes are recognized on a separate company basis. If benefits for all future tax deductions,
  foreign tax credits and net operating losses cannot be recognized on a
  separate company basis, such benefits are then recognized based upon a share,
  derived by formula, of those deductions and credits that are recognizable on
  a TRS consolidated reporting basis.                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | American Express is under
  continuous examination by the Internal Revenue Service (IRS) and tax
  authorities in other countries and states in which American Express has
  significant business operations. The tax years under examination vary by
  jurisdiction. Credco routinely assesses the likelihood of additional
  assessments in each of the taxing jurisdictions resulting from these
  examinations. Tax reserves have been established that Credco believes to be
  adequate in relation to the potential for additional assessments. Once
  established, reserves are adjusted when there is more information available,
  a change in circumstance or when an event occurs necessitating a change to
  the reserves.

- 7 -

---



AMERICAN EXPRESS CREDIT CORPORATION

|          |                                                                                        
|--------- | ---------------------------------------------------------------------------------------
|Item
  2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS

American Express Credit
Corporation (Credco) was incorporated in Delaware in 1962 and was acquired by
American Express Company (American Express) in December 1965. On January 1,
1983, Credco became a wholly-owned subsidiary of American Express Travel
Related Services Company, Inc. (TRS), a wholly-owned subsidiary of American
Express. Credco is primarily engaged in the business of financing most
non-interest-bearing cardmember receivables arising from the use of the
American Expressâ card, the American Expressâ Gold
card, Platinum cardâ and Corporate card issued in the United
States, and in designated currencies outside the United States. Credco also
purchases certain interest-bearing and discounted revolving loans and extended
payment plan receivables comprised of American Express credit cards, Sign &
Travelâ and Extended Payment Option receivables and
lines of credit and loans to American Express Bank Ltd. customers. American
Express cards and American Express credit cards are collectively referred to
herein as the card.

Results of Operations for the Three Months Ended March 31,
2006 and 2005

Revenues
and Expenses

Credcos consolidated net income rose 33 percent to $126
  million for the three month period ended March 31, 2006 as compared to the prior
  year. The year-over-year increase was primarily due to the increase of discount
  revenue earned on purchased cardmember receivables and loans and the interest
  income from affiliates, offset by the increase of interest expense to affiliates
  and others.

Discount Revenue Earned on Purchased Cardmember Receivables
  and Loans

Discount revenue increased
from $348 million for the three months ended March 31, 2005 to $462 million or
33 percent for the same period in 2006 due to an increase in both volume of
receivable purchases and discount rates.
Volume for the three months ended March 31, 2006 was 13 percent higher
than the same period a year ago primarily due to an increase in customer
spending. Discount rates, which vary over time due to changes in market
interest rates or changes in the collectibility of the receivables, increased
an average of approximately 10 basis points compared to the first quarter of
the prior year.

Interest Income from Investments

Interest income from
investments increased approximately $13 million or 36 percent compared to the
same period in the prior year due to a higher interest rate environment as well
as the replacement of matured U.S. Treasury securities with higher yielding
federal agency securities. The average rate on the investment portfolio for the
current quarter increased approximately 33 basis points year-over-year.

Interest Income from Affiliates

The increase in interest income from affiliates of $24 million
  or 26 percent for the three months ended March 31, 2006 compared to the three
  months ended March 31, 2005 is primarily due to an increase in interest rates
  charged to affiliates. The average rate charged to affiliates during the current
  quarter was 21 basis points higher than the rate charged in the same quarter
  a year ago.

The following is an analysis of the changes attributable to the
  increase (decrease) in key revenue and expense accounts for the three month
  period ended March 31, 2006, compared with the three month period ended March
  31, 2005 (millions):

|                                                                         |  |   |     |  
|------------------------------------------------------------------------ |  | - | --- | -
|Discount revenue earned on purchased cardmember
  receivables and loans: |  |   |     |  
|Volume of
  receivables purchased                                        |  | $ | 45  |  
|Discount rates                                                           |  |   | 69  |  
|                                                                         |  |   |     |  
|Total                                                                    |  | $ | 114 |  
|                                                                         |  |   |     |  
|Finance charge revenue:                                                  |  |   |     |  
|Volume of loans
  purchased                                              |  | $ | (3  | )
|Interest rates                                                           |  |   | (2  | )
|                                                                         |  |   |     |  
|Total                                                                    |  | $ | (5  | )
|                                                                         |  |   |     |  
|                                                                         |  |   |     |  
|Interest income from investments:                                        |  |   |     |  
|Average
  investments outstanding                                        |  | $ | (5  | )
|Interest rates                                                           |  |   | 18  |  
|                                                                         |  |   |     |  
|Total                                                                    |  | $ | 13  |  
|                                                                         |  |   |     |  
|Interest income from affiliates:                                         |  |   |     |  
|Average
  investments outstanding                                        |  | $ | 6   |  
|Interest rates                                                           |  |   | 18  |  
|                                                                         |  |   |     |  
|Total                                                                    |  | $ | 24  |  
|                                                                         |  |   |     |  
|Provision for losses, net of recoveries:                                 |  |   |     |  
|Volume of
  receivables purchased                                        |  | $ | 22  |  
|Provision rates
  and volume of recoveries                               |  |   | (8  | )
|                                                                         |  |   |     |  
|Total                                                                    |  | $ | 14  |  
|                                                                         |  |   |     |  

- 8 -

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AMERICAN EXPRESS CREDIT CORPORATION

|                                |  |   |    | 
|------------------------------- |  | - | -- | 
|Interest expense:               |  |   |    | 
|Average debt
  outstanding      |  | $ |   | 
|Interest rates                  |  |   | 55 | 
|                                |  |   |    | 
|Total                           |  | $ | 55 | 
|                                |  |   |    | 
|                                |  |   |    | 
|Interest expense to affiliates: |  |   |    | 
|Average debt
  outstanding      |  | $ | 9  | 
|Interest rates                  |  |   | 30 | 
|                                |  |   |    | 
|Total                           |  | $ | 39 | 
|                                |  |   |    | 

Income Taxes

Credcos effective tax rate for the three month period ended
  March 31, 2006 was 13 percent compared with 8 percent during the three month
  period ended March 31, 2005. The effective tax rate was higher in 2006 as compared
  to 2005 primarily as a result of decreased foreign tax benefits as a percentage of pretax income.

Cardmember Receivables

At March 31, 2006 and December 31, 2005, Credco owned
$23.5 billion and $24.4 billion, respectively, of cardmember receivables and
participation interests in cardmember receivables, representing 98 percent of
the total cardmember receivables and loans owned at March 31, 2006 and December
31, 2005, respectively.

Credco generally purchases, without recourse, cardmember receivables
  and cardmember loans arising from the use of the card throughout the world pursuant
  to agreements with TRS and certain of its subsidiaries that issue the card.
  During the three months ended March 31, 2006 and December 31, 2005, Credco purchased
  $66.0 billion and $70.2 billion of cardmember receivables, respectively.

Participation interests in cardmember receivables represent undivided
  interests in the cash flows of the non-interest-bearing cardmember receivables
  and are purchased without recourse by Credco Receivables Corporation (CRC),
  a wholly-owned subsidiary of Credco. During May 2005, TRS established the American
  Express Issuance Trust (AEIT), which is used to securitize cardmember receivables
  originated by TRS. AEIT is a non-qualifying special purpose entity that is consolidated
  by American Express Receivables Financing Corporation V LLC (RFC V). RFC V,
  in turn, is consolidated by TRS. Beginning in May 2005, CRC purchased participation
  interests without recourse held by AEIT from RFC V. Prior to May 2005, CRC purchased
  participation interests without recourse from American Express

- 9 -

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AMERICAN EXPRESS CREDIT CORPORATION

Receivables Financing
Corporation (RFC). These participation interests represented undivided
interests in cardmember receivables transferred to American Express Master
Trust (AEMT) by TRS, which originated the receivables. AEMT was a
non-qualifying special purpose entity that was consolidated by TRS. AEMT was
dissolved during the third quarter of 2005. At March 31, 2006 and
December 31, 2005, CRC owned approximately $6.7 billion and $8.6 billion of
participation interests purchased from RFC V, respectively.

The following table summarizes selected information
related to the cardmember receivable portfolio:

|                                                                  |  |                  |        |                     |   |                  |   |   |        |  
|----------------------------------------------------------------- |  | ---------------- | ------ | ------------------- | - | ---------------- | - | - | ------ | -
|As of and
  for three months ended (Millions, except percentages) |  | March 31,
  2006 |        | December 31,
  2005 |   | March 31,
  2005 |  
|                                                                  |  |                  |        |                     |   |                  |  
|Total cardmember receivables                                      |  | $                | 23,524 |                     | $ | 24,421           |   | $ | 21,198 |  
|90 days past due as a % of total                                  |  |                  | 2.0    | %                   |   | 1.7              | % |   | 2.2    | %
|Loss reserves                                                     |  | $                | 703    |                     | $ | 671              |   | $ | 582    |  
|as a % of
  receivables                                           |  |                  | 3.0    | %                   |   | 2.7              | % |   | 2.7    | %
|as a % of 90 days
  past due                                      |  |                  | 146    | %                   |   | 159              | % |   | 124    | %
|Write-offs, net of recoveries                                     |  | $                | 110    |                     | $ | 179              |   | $ | 119    |  
|Net write-off rate (1)                                            |  |                  | 0.17   | %                   |   | 0.26             | % |   | 0.20   | %
|Average life of cardmember receivables (in days) (2)              |  |                  | 31     |                     |   | 31               |   |   | 33     |  
|                                                                  |  |                  |        |                     |   |                  |   |   |        |  

|    |                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Credcos write-offs, net of
  recoveries, expressed as a percentage of the volume of cardmember receivables
  purchased by Credco in each of the periods indicated.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                       
|(2) | Represents the average life
  of cardmember receivables owned by Credco, based upon the ratio of the
  average amount of both billed and unbilled receivables owned by Credco at the
  end of each month, during the periods indicated, to the volume of cardmember
  receivables purchased by Credco.

Cardmember receivables decreased $0.9 billion from
December 31, 2005, as a result of lower cardmember receivables purchased this
quarter compared to the quarter ended December 31, 2005. The lower purchases in
the current quarter are attributable to the seasonal spending at year-end. The
cardmember receivables volume for the three months ended March 31, 2006
increased approximately 13 percent from the volume during the three months
ended March 31, 2005 due to overall business growth.

Cardmember
Loans

At March 31, 2006 and December 31, 2005, Credco owned cardmember
  loans totaling $0.4 billion and $0.6 billion, respectively, representing 2 percent
  of all interests in cardmember receivables and loans owned by Credco at March
  31, 2006 and December 31, 2005, respectively. These loans consist of certain
  interest-bearing and discounted extended payment plan receivables comprised
  principally of American Express credit card, Sign & Travelâ
  and Extended Payment Option receivables and lines of credit and loans to American
  Express Bank Ltd. customers. During the three months ended March 31, 2006 and
  December 31, 2005, Credco purchased $353 million and $337 million of cardmember
  loans, respectively.

- 10 -

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AMERICAN EXPRESS CREDIT CORPORATION

The following table summarizes selected information
related to the cardmember loan portfolio:

|                                                                     |  |                  |      |                     |   |                  |   |   |      |  
|-------------------------------------------------------------------- |  | ---------------- | ---- | ------------------- | - | ---------------- | - | - | ---- | -
|As of and
  for  three months ended (Millions,
  except percentages) |  | March 31,
  2006 |      | December 31,
  2005 |   | March 31,
  2005 |  
|                                                                     |  |                  |      |                     |   |                  |  
|Total cardmember loans                                               |  | $                | 445  |                     | $ | 569              |   | $ | 595  |  
|Past due cardmember loans as a % of total:                           |  |                  |      |                     |   |                  |   |   |      |  
|30-89 days                                                           |  |                  | 5.2  | %                   |   | 4.9              | % |   | 6.2  | %
|90+ days                                                             |  |                  | 1.8  | %                   |   | 1.4              | % |   | 1.8  | %
|Loss reserves                                                        |  | $                | 12   |                     | $ | 15               |   | $ | 49   |  
|as a % of
  cardmember loans                                         |  |                  | 2.8  | %                   |   | 2.6              | % |   | 8.2  | %
|as a % of past
  due                                                 |  |                  | 40   | %                   |   | 41               | % |   | 103  | %
|Write-offs, net of recoveries                                        |  | $                | 3    |                     | $ | 4                |   | $ | 7    |  
|Net write-off rate (1)                                               |  |                  | 2.27 | %                   |   | 2.88             | % |   | 4.26 | %
|                                                                     |  |                  |      |                     |   |                  |   |   |      |  

|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Credcos write-offs, net of
  recoveries, expressed as a percentage of the average amount of cardmember
  loans owned by Credco at the beginning of the year and at the end of each
  month in each of the periods indicated.

Cardmember loans decreased $124 million from December 31, 2005
  and $150 million from March 31, 2005 due primarily to the sale of certain Hong
  Kong loans to an affiliate, as well as a slight decline in business volume and
  foreign exchange rate changes. Additionally, the decrease in cardmember loans
  from March 31, 2005 to March 31, 2006 was due to the discontinuance of certain
  loan products beginning in January 2006.

Reserves
for Cardmember Receivables and Cardmember Loans

The following is an analysis of the reserves for
cardmember receivables and cardmember loans:

Three
  months ended (Millions)

March 31,
  2006

March 31,
  2005Balance, beginning of period

$
686

$
610Provision for losses


192


167Accounts written-off


(163
)

(164
)Other





18Balance, end of period

$
715

$
631


Loans and Deposits with Affiliates

Components of loans and
deposits with affiliates were as follows:

|                                           |  |                  |       |                     |   |                  |  |   |       | 
|------------------------------------------ |  | ---------------- | ----- | ------------------- | - | ---------------- |  | - | ----- | 
|(Millions)                                 |  | March 31,
  2006 |       | December 31,
  2005 |   | March 31,
  2005 | 
|                                           |  |                  |       |                     |   |                  | 
|TRS Parent                                 |  | $                | 750   |                     | $ | 750              |  | $ |      | 
|TRS Subsidiaries:                          |  |                  |       |                     |   |                  |  |   |       | 
|American Express Services
  Europe Limited |  |                  | 2,876 |                     |   | 2,799            |  |   | 2,889 | 
|American Express Australia
  Limited       |  |                  | 2,526 |                     |   | 2,489            |  |   | 2,203 | 
|Amex Bank of Canada                        |  |                  | 1,807 |                     |   | 1,797            |  |   | 1,680 | 
|American Express
  International, Inc.     |  |                  | 380   |                     |   | 419              |  |   | 415   | 
|                                           |  |                  |       |                     |   |                  |  |   |       | 
|Total                                      |  | $                | 8,339 |                     | $ | 8,254            |  | $ | 7,187 | 
|                                           |  |                  |       |                     |   |                  |  |   |       | 

Credcos loans with affiliates represent fixed and floating
  rate interest-bearing intercompany borrowings by other wholly-owned TRS subsidiaries
  and American Express. Of the $8.3 billion outstanding as of March 31, 2006,
  $5.4 billion is due to the transfer of cardmember receivables and cardmember
  loans with recourse and is collateralized by third-party assets owned by American
  Express or TRS and its subsidiaries. The average yield earned on these loans
  and deposits is approximately 5.6 percent and 5.3 percent for the period ended
  March 31, 2006 and December 31, 2005,

- 11 -

---



AMERICAN EXPRESS CREDIT CORPORATION

respectively. Loss reserves are determined for each of these intercompany
  borrowing arrangements on a specific identification basis. As of March 31, 2006,
  no loss reserves have been recorded and no amount of loans is 30 days or greater
  past due.

Liquidity and Capital
Resources

Financing Activities

Credcos
assets are financed through a combination of short-term debt, medium-term
notes, long-term senior notes, bank credit facilities and equity capital.
Funding requirements are met primarily by the sale of commercial paper, the
issuance of medium-term notes and borrowings under long-term bank credit
facilities in certain international markets. Credco has readily sold the volume
of commercial paper necessary to meet its funding needs as well as to cover the
daily maturities of commercial paper issued. During the three months ended
March 31, 2006, Credco had uninterrupted access to the commercial paper and
capital markets to fund its business operations.

The commercial paper market represents the primary source of short-term
  funding for Credco. At March 31, 2006 and December 31, 2005, Credco had $7.2
  billion and $7.7 billion of commercial paper outstanding, respectively. Average
  commercial paper outstanding was $8.4 billion and $8.5 billion for the three
  months ended March 31, 2006 and December 31, 2005, respectively. Credco currently
  manages the level of short-term debt outstanding, which consists mainly of commercial
  paper, net of certain short-term investments, such that the ratio of its available bank
  credit facility to net short-term debt is not less than 100 percent. Net short-term
  debt, which consists mainly of commercial paper less cash and cash equivalents,
  was $6.9 billion at March 31, 2006. Based on the maximum available borrowings
  under bank credit facilities, Credcos bank line coverage of net short-term
  debt was 139 percent at March 31, 2006.

Credco raises
term funding primarily through the offering of medium- and long-term debt
securities in the U.S. and international capital markets. Medium-term debt is
generally defined as any debt with an original maturity greater than 12
months but less than 36 months. Long-term debt is generally defined as any
debt with an original maturity greater than 36 months. At March 31, 2006 and
December 31, 2005, Credco had an aggregate of $8.9 billion and $8.6 billion,
respectively, of medium-term debt outstanding at fixed and floating rates, a
portion of which can be extended by the holders up to an additional three
years. Credcos outstanding long-term debt at March 31, 2006 and December 31,
2005 was $7.9 billion and $8.3 billion, respectively.

During the three months ended March 31, 2006, Credco issued a
  total of $800 million of medium-term notes from the U.S. shelf registration
  statements filed with the Securities and Exchange Commission and $2.4 billion
  remained available for issuance as of March 31, 2006. On April 6, 2006, Credco issued $400 million of medium-term notes. On May 10, 2006, Credco issued an additional $400 million of medium-term notes.

Credco, TRS,
American Express Overseas Credit Corporation Limited (AEOCC), a wholly-owned
subsidiary of Credco, American Express Centurion Bank (Centurion Bank), a
wholly-owned subsidiary of TRS, and American Express Bank Ltd., a wholly-owned
subsidiary of American Express have established a program for the issuance,
outside the United States, of debt instruments to be listed on the Luxembourg
Stock Exchange. As of March 31, 2006, the maximum aggregate principal amount of
debt instruments outstanding at any one time under the program will not exceed
$6.0 billion. As of March 31, 2006, $3.1 billion was outstanding under this
program, including $500 million issued by TRS. On April 21, 2006, the maximum
capacity under the program increased to $10 billion.

During the three months ended March 31, 2006, American Express
  Canada Credit Corporation, a wholly-owned subsidiary of Credco, issued a total
  of approximately $435 million of fixed medium-term notes from its Canadian shelf
  registration statement. All notes issued under this shelf registration are guaranteed
  by Credco. At March 31, 2006, approximately $1.9 billion was available for issuance
  under this program. On April 13, 2006, Credco issued approximately $175 million
  of medium-term notes.

On May 10, 2006, Credco paid cash dividends of $100 million
  to TRS.



- 12 -

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AMERICAN EXPRESS CREDIT CORPORATION

Liquidity Portfolio

During the normal course of business, funding activities may raise
  more proceeds than are necessary for immediate funding needs. These amounts
  are invested principally in short-term highly liquid securities.

Credco also
maintains a term liquidity portfolio comprised of high credit quality, highly
liquid securities. At March 31, 2006, Credco held $3.0 billion in U.S. Treasury
and federal agency securities in this portfolio. The invested amounts of the
term liquidity portfolio provide back-up liquidity, primarily for Credcos
commercial paper program.

Bank Credit Facilities

At March 31, 2006, Credco could have borrowed a maximum amount
  of $12.5 billion (including amounts outstanding) under these bank credit facilities,
  with a commensurate maximum $2.1 billion reduction in the amount available to
  American Express. These facilities expire as follows (billions): 2006, $1.5;
  2009, $6.2; and 2010, $4.8. As of March 31, 2006, Credco had outstanding borrowings
  of $2.9 billion under these bank credit facilities, which consisted of $2.3
  billion related to the Australian credit facility and $0.6 billion related to
  the Canadian credit facility. On May 9, 2006, the maximum capacity under the
  Australian credit facility was increased by $700 million to approximately $3.0
  billion.

The
availability of the credit lines is subject to compliance with certain
financial covenants by Credco, including the maintenance of a 1.25 ratio of
earnings to fixed charges. The ratio of earnings to fixed charges for Credco
was 1.41 for the period ended March 31, 2006. The ratio of earnings to fixed
charges for American Express for the period ended March 31, 2006, was 2.40.

**Forward-Looking Statements**

Various statements have been made in this Quarterly Report on
  Form 10-Q that may constitute “forward looking statements”
  within the meaning of the Private Securities Litigation Reform Act of 1995.
  Forward-looking statements may also be made in Credco's other reports filed
  with the SEC and in other documents. In addition, from time to time, Credco
  through its management may make oral forward-looking statements. Forward-looking
  statements are subject to risks and uncertainties, including those identified
  below, which could cause actual results to differ materially from such statements.
  The words “believe,” “expect,” “anticipate,”
  “optimistic,” “intend,” “plan,” “aim,”
  “will,” “may,” “should,” “could,”
  “would,” “likely” and similar expressions are intended
  to identify forward-looking statements. The factors described below are not
  exclusive. Readers are cautioned not to place undue reliance on these forward-looking
  statements, which speak only as of the date on which they are made. Credco undertakes
  no obligation to update publicly or revise any forward-looking statements. Factors
  that could cause actual results to differ materially from Credco's forward-looking
  statements include, but are not limited to:

|• |  | credit trends and the rate of bankruptcies, which can affect
      spending on card products and debt payments by individual and corporate
      customers;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|• |  | Credco's ability to accurately estimate the provision for
      losses in Credco's outstanding portfolio of cardmember receivables and loans;              
|• |  | fluctuations in foreign currency exchange rates;                                                                                                           
|• |  | negative changes in Credco's credit ratings, which could
      result in decreased liquidity and higher borrowing costs;                                   
|• |  | the effect of fluctuating interest rates, which could affect
      Credco's borrowing costs; and                                                           
|• |  | the impact on American Express Company's business resulting
      from continuing geopolitical uncertainty.                                                

- 13 -

---



AMERICAN EXPRESS CREDIT CORPORATION

OTHER
REPORTING MATTERS

Accounting
Developments

See Recently
Issued Accounting Standards section of Note 1 to the Consolidated Financial
Statements.

Item
4. CONTROL AND PROCEDURES

Credcos
management, with the participation of Credcos Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of Credcos disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) as of the end of the period covered by this report. Based on such
evaluation, Credcos Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, Credcos disclosure controls and
procedures are effective. There have not been any changes in Credcos internal
control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, Credcos internal control over financial reporting.

- 14 -

---



AMERICAN EXPRESS CREDIT CORPORATION

PART
II. OTHER INFORMATION

Item
6. EXHIBITS

The list of
exhibits required to be filed as exhibits to this report are listed on page E-1
hereof, under Exhibit Index, which is incorporated herein by reference.

- 15 -

---



AMERICAN EXPRESS CREDIT CORPORATION

SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |  |              |                                     |                                                                  
|----- |  | ------------ | ----------------------------------- | -----------------------------------------------------------------
|      |  |              | AMERICAN EXPRESS CREDIT CORPORATION
|      |  |              | (Registrant)                       
|      |  |              |                                    
|DATE: |  | May 12, 2006 | By                                  | /s/ Christopher
  S. Forno                                       
|      |  |              |                                     |                                                                  
|      |  |              |                                     | Christopher
  S. Forno 
  President and Chief Executive Officer  
|     
|DATE: |  | May 12, 2006 | By                                  | /s/ Susanne
  L. Miller                                          
|      |  |              |                                     |                                                                  
|      |  |              |                                     | Susanne L.
  Miller
  Vice President and Chief Accounting Officer

- 16 -

---



AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                                 |  |                                 
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------
|             |  | Description                                                                                                                                                                     |  | How Filed                       
|             |  |                                                                                                                                                                                 |  |                                 
|             |  |                                                                                                                                                                                 |  |                                 
|Exhibit 12.1 |  | Computation
  in Support of Ratio of Earnings to Fixed Charges of American Express Credit
  Corporation.                                                                        |  | Electronically
  filed herewith.
|             |  |                                                                                                                                                                                 |  |                                 
|Exhibit 12.2 |  | Computation
  in Support of Ratio of Earnings to Fixed Charges of American Express Company.                                                                                     |  | Electronically
  filed herewith.
|             |  |                                                                                                                                                                                 |  |                                 
|Exhibit 31.1 |  | Certification
  of Christopher S. Forno, Chief Executive Officer, pursuant to Rule 13a-14(a)
  promulgated under the Securities Exchange Act of 1934, as amended.               |  | Electronically
  filed herewith.
|             |  |                                                                                                                                                                                 |  |                                 
|Exhibit 31.2 |  | Certification
  of Paul H. Hough, Chief Financial Officer, pursuant to Rule 13a-14(a)
  promulgated under the Securities Exchange Act of 1934, as amended.                      |  | Electronically
  filed herewith.
|             |  |                                                                                                                                                                                 |  |                                 
|Exhibit 32.1 |  | Certification
  of Christopher S. Forno, Chief Executive Officer, pursuant to 18 U.S.C.
  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002. |  | Electronically
  filed herewith.
|             |  |                                                                                                                                                                                 |  |                                 
|Exhibit 32.2 |  | Certification
  of Paul H. Hough, Chief Financial Officer, pursuant to 18 U.S.C. Section
  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.          |  | Electronically
  filed herewith.

E-1

---