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|                                                                      
|----------------------------------------------------------------------
|UNITED STATES                                                         
|SECURITIES AND EXCHANGE COMMISSION                                    
|Washington,
 D.C. 20549                                               
|FORM 10-Q                                                             
|                                                                      
|x
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE            
|SECURITIES
 EXCHANGE ACT OF 1934                                      
|                                                                      
|For the quarterly period ended September 30, 2008                     
|                                                                      
|OR                                                                    
|                                                                      
|o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|EXCHANGE
 ACT OF 1934                                                 
|For 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                                   | (I.R.S. Employer Identification No.)
|incorporation or organization)                                    |                                     
|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. xYes
oNo

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.

|                                                                                                                   |                           
|------------------------------------------------------------------------------------------------------------------ | --------------------------
|Large accelerated filero                                                                                           | Accelerated filero        
|Non-accelerated filerx                                                                                             | Smaller reporting companyo
|                                                                                                                  
|Indicate by
 check mark whether the registrant is a shell company (as defined in Rule
 12b-2 of the Exchange Act).
|oYes x
No                                                                                                         

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 November 4, 2008 | 
|                                         |  |                                 | 
|                                         |  |                                 | 
|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 and
 nine months ended September 30, 2008 and 2007 | 3       
|         |  |                       |  |                                                                                                                    |         
|         |  |                       |  | Consolidated Balance Sheets September 30, 2008 and December 31,
 2007                                             | 4       
|         |  |                       |  |                                                                                                                    |         
|         |  |                       |  | Consolidated Statements of Cash Flows Nine months ended September
 30, 2008 and 2007                              | 5       
|         |  |                       |  |                                                                                                                    |         
|         |  |                       |  | Notes to Consolidated Financial Statements                                                                         | 6       
|         |  |                       |  |                                                                                                                    |         
|         |  | Item 2.               |  | Managements Discussion and Analysis of
 Financial Condition and Results of Operations                             | 12      
|         |  |                       |  |                                                                                                                    |         
|         |  | Item 4.               |  | Controls and Procedures                                                                                            | 23      
|         |  |                       |  |                                                                                                                    |         
|PART II. |  | OTHER INFORMATION     | 
|         |  |                       |  |                                                                                                                    |         
|         |  | Item 1A.              |  | Risk Factors                                                                                                       | 24      
|         |  |                       |  |                                                                                                                    |         
|         |  | Item 5.               |  | Other Information                                                                                                  | 26      
|         |  |                       |  |                                                                                                                    |         
|         |  | Item 6.               |  | Exhibits                                                                                                           | 26      
|         |  |                       |  |                                                                                                                    |         
|         |  |                       |  | Signatures                                                                                                         | 27      
|         |  |                       |  |                                                                                                                    |         
|         |  |                       |  | 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
 September 30, |       | Nine Months Ended
 September 30, |  
|                                                                                                   |  | 2008                              |       | 2007                             |   | 2008  |   | 2007 |      
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |      
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Revenues                                                                                           |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Discount revenue earned from purchased
 cardmember receivables and loans                           |  | $                                 | 569   |                                  | $ | 735   |   | $    | 1,818 |   | $ | 2,088 |  
|Interest income from affiliates                                                                    |  |                                   | 201   |                                  |   | 168   |   |      | 583   |   |   | 471   |  
|Interest income from investments                                                                   |  |                                   | 76    |                                  |   | 73    |   |      | 219   |   |   | 203   |  
|Finance revenue                                                                                    |  |                                   | 14    |                                  |   | 13    |   |      | 31    |   |   | 38    |  
|Other                                                                                              |  |                                   | (11   | )                                |   | 3     |   |      | (7    | ) |   | 8     |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Total revenues                                                                                     |  |                                   | 849   |                                  |   | 992   |   |      | 2,644 |   |   | 2,808 |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Expenses                                                                                           |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Provision for losses, net of recoveries:                                                           |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|2008, $38; 2007, $46 for the three months
 ended; 2008, $119; 2007, $135 for the nine months ended |  |                                   | 192   |                                  |   | 194   |   |      | 548   |   |   | 508   |  
|Interest expense                                                                                   |  |                                   | 345   |                                  |   | 426   |   |      | 1,061 |   |   | 1,197 |  
|Interest expense to affiliates                                                                     |  |                                   | 60    |                                  |   | 110   |   |      | 215   |   |   | 325   |  
|Service fees to affiliates                                                                         |  |                                   | 50    |                                  |   | 49    |   |      | 152   |   |   | 141   |  
|Other                                                                                              |  |                                   | 1     |                                  |   | 2     |   |      | 3     |   |   | 4     |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Total expenses                                                                                     |  |                                   | 648   |                                  |   | 781   |   |      | 1,979 |   |   | 2,175 |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Pretax income                                                                                      |  |                                   | 201   |                                  |   | 211   |   |      | 665   |   |   | 633   |  
|Income tax provision                                                                               |  |                                   | 12    |                                  |   | 20    |   |      | 69    |   |   | 69    |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Net income                                                                                         |  |                                   | 189   |                                  |   | 191   |   |      | 596   |   |   | 564   |  
|Retained earnings at beginning of period                                                           |  |                                   | 3,354 |                                  |   | 3,260 |   |      | 3,157 |   |   | 3,202 |  
|Dividends                                                                                          |  |                                   | (50   | )                                |   | (150  | ) |      | (260  | ) |   | (450  | )
|Adoption of FIN 48                                                                                 |  |                                   |      |                                  |   |      |   |      |      |   |   | (15   | )
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  
|Retained earnings at end of period                                                                 |  | $                                 | 3,493 |                                  | $ | 3,301 |   | $    | 3,493 |   | $ | 3,301 |  
|                                                                                                   |  |                                   |       |                                  |   |       |   |      |       |   |   |       |  

See Notes to Consolidated Financial
Statements.

- 3 -

---



AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                                                                      |  |                     |        |                    |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ------------------- | ------ | ------------------ | - | ------ | -
|                                                                                                      |  | September 30,
 2008 |        | December 31,
 2007 |  
|                                                                                                      |  |                     |        |                    |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Assets                                                                                                |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Cash and cash equivalents                                                                             |  | $                   | 4,789  |                    | $ | 2,925  |  
|Investment securities                                                                                 |  |                     | 2,127  |                    |   | 2,074  |  
|Investment securities restricted                                                                      |  |                     | 899    |                    |   | 970    |  
|Cardmember receivables, less reserves:
 2008, $717; 2007, $831                                        |  |                     | 22,170 |                    |   | 25,504 |  
|Cardmember loans, less reserves: 2008, $12;
 2007, $10                                                |  |                     | 444    |                    |   | 393    |  
|Loans to affiliates                                                                                   |  |                     | 11,269 |                    |   | 11,201 |  
|Deferred charges and other assets                                                                     |  |                     | 832    |                    |   | 409    |  
|Due from affiliates                                                                                   |  |                     | 2,418  |                    |   | 2,367  |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total assets                                                                                          |  | $                   | 44,948 |                    | $ | 45,843 |  
|                                                                                                      |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Short-term debt                                                                                       |  | $                   | 9,388  |                    | $ | 11,093 |  
|Short-term debt to affiliates                                                                         |  |                     | 8,692  |                    |   | 8,682  |  
|Current portion of long-term debt                                                                     |  |                     | 6,229  |                    |   | 7,411  |  
|Long-term debt                                                                                        |  |                     | 16,444 |                    |   | 14,872 |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total debt                                                                                            |  |                     | 40,753 |                    |   | 42,058 |  
|Accrued interest and other liabilities                                                                |  |                     | 555    |                    |   | 339    |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total liabilities                                                                                     |  |                     | 41,308 |                    |   | 42,397 |  
|                                                                                                      |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|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                                                                                     |  |                     | 3,493  |                    |   | 3,157  |  
|Accumulated other comprehensive income
 (loss), net of tax:                                           |  |                     |        |                    |   |        |  
|Net unrealized securities gains                                                                       |  |                     | 15     |                    |   | 28     |  
|Net unrealized derivatives losses                                                                     |  |                     | (14    | )                  |   | (30    | )
|Foreign currency translation adjustments                                                              |  |                     | (16    | )                  |   | 129    |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total accumulated other comprehensive
 (loss) income                                                  |  |                     | (15    | )                  |   | 127    |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total shareholders equity                                                                            |  |                     | 3,640  |                    |   | 3,446  |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total liabilities and shareholders equity                                                            |  | $                   | 44,948 |                    | $ | 45,843 |  
|                                                                                                      |  |                     |        |                    |   |        |  

See Notes to Consolidated Financial
Statements.

- 4 -

---



AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
STATEMENTS OF CASH FLOWS(Millions) 
(Unaudited)

|                                                                                                 |  |                                  |         |      |   |        |  
|------------------------------------------------------------------------------------------------ |  | -------------------------------- | ------- | ---- | - | ------ | -
|                                                                                                 |  | Nine Months Ended
 September 30, |        
|                                                                                                 |  | 2008                             |         | 2007 |  
|                                                                                                 |  |                                  |         |      |  
|Cash Flows from Operating Activities                                                             |  |                                  |         |      |   |        |  
|Net income                                                                                       |  | $                                | 596     |      | $ | 564    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities:               |  |                                  |         |      |   |        |  
|Provision for losses                                                                             |  |                                  | 667     |      |   | 643    |  
|Amortization and other                                                                           |  |                                  | (1      | )    |   | 8      |  
|Deferred taxes                                                                                   |  |                                  | 31      |      |   | (26    | )
|Changes in operating assets and
 liabilities:                                                    |  |                                  |         |      |   |        |  
|Due from affiliates                                                                              |  |                                  | 67      |      |   | 19     |  
|Other operating assets and liabilities                                                           |  |                                  | 30      |      |   | 4      |  
|                                                                                                 |  |                                  |         |      |   |        |  
|Net cash provided by operating activities                                                        |  |                                  | 1,390   |      |   | 1,212  |  
|                                                                                                 |  |                                  |         |      |   |        |  
|Cash Flows from Investing Activities                                                             |  |                                  |         |      |   |        |  
|Net decrease in cardmember receivables and
 loans                                                |  |                                  | 2,394   |      |   | 134    |  
|Purchase of investments                                                                          |  |                                  | (598    | )    |   |       |  
|Maturities of investments                                                                        |  |                                  | 600     |      |   |       |  
|Net increase in loans to affiliates                                                              |  |                                  | (559    | )    |   | (447   | )
|Net increase in due from affiliates                                                              |  |                                  | (117    | )    |   | (1,326 | )
|                                                                                                 |  |                                  |         |      |   |        |  
|Net cash provided by (used in) investing
 activities                                             |  |                                  | 1,720   |      |   | (1,639 | )
|                                                                                                 |  |                                  |         |      |   |        |  
|Cash Flows from Financing Activities                                                             |  |                                  |         |      |   |        |  
|Net increase (decrease) in short-term debt
 to affiliates with maturities of ninety days or less |  |                                  | 10      |      |   | (845   | )
|Net (decrease) increase in short-term debt
 with maturities of ninety days or less               |  |                                  | (2,667  | )    |   | 3,120  |  
|Issuance of debt                                                                                 |  |                                  | 12,825  |      |   | 5,562  |  
|Redemption of debt                                                                               |  |                                  | (11,154 | )    |   | (4,769 | )
|Dividends paid                                                                                   |  |                                  | (260    | )    |   | (450   | )
|                                                                                                 |  |                                  |         |      |   |        |  
|Net cash (used in) provided by financing
 activities                                             |  |                                  | (1,246  | )    |   | 2,618  |  
|                                                                                                 |  |                                  |         |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                                    |  |                                  |        |      |   | (11    | )
|Net increase in cash and cash equivalents                                                        |  |                                  | 1,864   |      |   | 2,180  |  
|Cash and cash equivalents at beginning of
 period                                                |  |                                  | 2,925   |      |   | 737    |  
|                                                                                                 |  |                                  |         |      |   |        |  
|Cash and cash equivalents at end of period                                                       |  | $                                | 4,789   |      | $ | 2,917  |  
|                                                                                                 |  |                                  |         |      |   |        |  

See Notes to Consolidated Financial
Statements.

- 5 -

---



AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | American
 Express Credit Corporation, together with its subsidiaries (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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 accompanying Consolidated Financial Statements should be read in conjunction
 with the financial statements in the Annual Report on Form 10-K of Credco for
 the year ended December 31, 2007. Significant accounting policies disclosed
 therein have not changed. Certain prior year amounts have been reclassified
 to conform to the current year presentation of the Consolidated Statements of
 Cash Flows related to deferred taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Accounting
 estimates are an integral part of the Consolidated Financial Statements.
 These estimates are based, in part, on managements assumptions concerning
 future events. Among the more significant assumptions are those that relate
 to reserves for cardmember losses relating to cardmember receivables and
 loans, and income taxes. These accounting estimates reflect the best judgment
 of management, but actual results could differ.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Recently
 Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Effective January 1,
 2008, Credco partially adopted the Financial Accounting Standards Board
 (FASB) Statement of Financial Accounting Standards (SFAS) No. 157, Fair
 Value Measurements (SFAS No. 157). SFAS No. 157 applies broadly to financial
 and non-financial assets and liabilities reported or disclosed at fair value
 under existing authoritative accounting pronouncements. FASB Staff Position
 (FSP) FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2),
 delays the effective date of SFAS No. 157 for non-financial assets and
 non-financial liabilities, except for items that are recognized or disclosed
 at fair value in Credcos financial statements on a recurring basis (at least
 annually), until its fiscal year beginning after November 15, 2008, including
 interim periods within that fiscal year (January 1, 2009 for Credco). In
 accordance with FSP FAS 157-2, Credco has partially adopted SFAS No. 157 and
 has not applied the provisions of SFAS No. 157 to its equipment balances.
 Credco does not have any goodwill, intangible assets, land, or buildings that
 require the application of FAS 157. On January 1, 2009, the adoption
 of SFAS No. 157 for its non-financial assets is not expected to have a
 significant impact on Credcos financial position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Credcos partial adoption
 of SFAS No. 157 did not result in significant changes to the valuation
 techniques it had previously used to measure the fair value of its financial
 instruments. Fair value is defined as the price that would be received to
 sell an asset or paid to transfer a liability (an exit price) in an orderly
 transaction between market participants at the measurement date, and is based
 on the companys principal or most advantageous market for the specific asset
 or liability. The primary impact to Credco upon its partial adoption of SFAS
 No. 157 is the expanded disclosure requirements. There were no impacts to the
 Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On October
 10, 2008, the FASB issued FSP No. FAS 157-3 Determining the Fair Value of a
 Financial Asset When the Market for that Asset is Not Active (FSP FAS
 157-3), which applies to financial assets that are required or permitted to
 be measured at fair value in accordance with SFAS No. 157. FSP FAS 157-3
 clarifies the application of SFAS No. 157 in a market that is not active and
 provides an example to illustrate key considerations in determining the fair
 value of a financial asset when the market for that asset is not active. FSP
 FAS 157-3 is effective, and was adopted by  Credco as of September 30,
 2008. The adoption did not have a significant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 6 -

---



AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | impact on
  Credcos financial position or results of operations, nor did it have
  a significant impact on the valuation techniques used by Credco in measuring
 the fair value of its financial assets. Refer to Note 4, which provides
 further details on  Credcos partial adoption of SFAS No. 157 and related
 pronouncements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Effective January 1, 2008, Credco
 adopted SFAS No. 159, The Fair Value Option for Financial Assets and
 Financial Liabilities  Including an Amendment of FASB Statement No. 115
 (SFAS No. 159). SFAS No. 159 allows companies the option to irrevocably
 elect, on a contract by contract basis, fair value as the initial and
 subsequent measurement for certain financial assets and financial
 liabilities. Credco has not elected the option for fair value measurement
 under SFAS No. 159 for any additional financial assets or financial
 liabilities that were not previously recognized at fair market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As disclosed
 in Credcos Form 10-K for the year ended December 31, 2007, SFAS No. 160,
 Noncontrolling Interests in Consolidated Financial Statements, which is
 effective for Credco beginning January 1, 2009, is currently being evaluated
 for possible impact to Credco upon adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During 2008,
 the FASB has issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
 Activities - an amendment of FASB Statement No. 133 (SFAS No. 161), amends
 and expands the disclosure requirements of SFAS No. 133, Accounting for
 Derivative Instruments and Hedging Activities (SFAS No. 133), requiring
 enhanced disclosures about Credcos derivative and hedging activities. Under
 SFAS No. 161, Credco is required to provide disclosures about (a) how and why
 it uses derivative instruments, (b) how derivative instruments and related
 hedged items are accounted for under SFAS No. 133 and its related
 interpretations, and (c) how derivative instruments and related hedged items
 affect Credcos financial position, results of operations, and cash flows.
 SFAS No. 161 is effective prospectively beginning January 1, 2009, and
 applies to derivative instruments existing at the reporting date, with
 comparative disclosures of earlier periods encouraged upon initial
 adoption. Credco is currently evaluating the impact of this accounting
 standard.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The
 following is a summary of investment securities at September 30, 2008 and
 December 31, 2007:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| |                                                                 |  |      |       |                          |   |                           |  |                                    |    |      |   |                          |  |                           |       |                        |   |    |  |   |   |  |   |       | 
| | --------------------------------------------------------------- |  | ---- | ----- | ------------------------ | - | ------------------------- |  | ---------------------------------- | -- | ---- | - | ------------------------ |  | ------------------------- | ----- | ---------------------- | - | -- |  | - | - |  | - | ----- | 
| | Available-for-Sale                                              |  |      |       | 2008                     |   |                           |  |                                    |    | 2007 |   |                          | 
| |                                                                 |  |      |       |                          |   |                           |  |                                    |    |      |   |                          | 
| | (Millions)                                                      |  | Cost |       | Gross
 Unrealized
 Gains |   | Gross
 Unrealized
 Losses |  | Estimated
      
      Fair
 Value |    | Cost |   | Gross
 Unrealized
 Gains |  | Gross
 Unrealized
 Losses |       | Estimated
 Fair
 Value |  
| |                                                                 |  |      |       |                          |   |                           |  |                                    |    |      |   |                          |  |                           |       |                        |  
| | U.S. Treasury and
 government agency securities                 |  | $    | 2,116 |                          | $ | 13                        |  | $                                  | (2 | )    | $ | 2,127                    |  | $                         | 2,048 |                        | $ | 26 |  | $ |  |  | $ | 2,074 | 
| | U.S. Treasury and
 government agency securities  restricted(a) |  |      | 886   |                          |   | 13                        |  |                                    |   |      |   | 899                      |  |                           | 953   |                        |   | 17 |  |   |  |  |   | 970   | 
| |                                                                 |  |      |       |                          |   |                           |  |                                    |    |      |   |                          |  |                           |       |                        |   |    |  |   |   |  |   |       | 
| | Total(b)                                                        |  | $    | 3,002 |                          | $ | 26                        |  | $                                  | (2 | )    | $ | 3,026                    |  | $                         | 3,001 |                        | $ | 43 |  | $ |  |  | $ | 3,044 | 
| |                                                                 |  |      |       |                          |   |                           |  |                                    |    |      |   |                          |  |                           |       |                        |   |    |  |   |   |  |   |       | 

| |                                                                                                                                                                                                                                          |                                                                                                                                                                                           
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                      | U.S. Treasury and government
 agency securities - restricted represented securities loaned out on an
 overnight basis to financial institutions under the securities lending
 program.    
| |                                                                                                                                                                                                                                          |                                                                                                                                                                                           
| | (b)                                                                                                                                                                                                                                      | Total investment securities
 include $2.6 billion of senior debentures issued by Government Sponsored
 Entities (Fannie Mae and Freddie Mac) at September 30, 2008 and December 31,
 2007.
| |                                                                                                                                                                                                                                          |                                                                                                                                                                                           
| | All of
 Credcos investment securities are classified as Available-for-Sale. There
 were no realized gains or losses on U.S. Treasury and government agency
 securities for the nine months ended September 30, 2008.                   
| |                                                                                                                                                                                                                                          |                                                                                                                                                                                           
| | Under
 securities lending agreements, Credco lends certain investment securities on
 an overnight basis to financial institutions. These lending arrangements are
 collateralized by an amount equal to at least 102 percent of the fair

- 7 -

---



AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | value of the
 investment securities lent. Collateral received by Credco can be in the form
 of cash or marketable U.S. Treasury or government agency securities. Credco
 may only retain or sell these securities in the event of a borrower default.
 Credcos loaned investment securities are considered restricted and pledged
 assets and, therefore, have been reclassified as investment securities
 restricted on the Consolidated Balance Sheet. The marketable securities
 received as collateral are not recorded in its Consolidated Balance Sheet, as
 Credco is not permitted to sell or repledge these securities absent a
 borrower default. Fees received from the securities lending transactions are
 recorded as interest income from investments.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The
 components of comprehensive income, net of related tax, were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                           |  |                                   |      |                                  |   |      |   |      |      |   |   |     |  
| | ----------------------------------------- |  | --------------------------------- | ---- | -------------------------------- | - | ---- | - | ---- | ---- | - | - | --- | -
| | (Millions)                                |  | Three Months Ended
 September 30, |      | Nine Months Ended
 September 30, |  
| |                                           |  |                                   |      |                                  |  
| |                                           |  | 2008                              |      | 2007                             |   | 2008 |   | 2007 |     
| |                                           |  |                                   |      |                                  |   |      |   |      |     
| | Net income                                |  | $                                 | 189  |                                  | $ | 191  |   | $    | 596  |   | $ | 564 |  
| | Other comprehensive income (loss):        |  |                                   |      |                                  |   |      |   |      |      |   |   |     |  
| | Net unrealized securities (losses) gains  |  |                                   | (15  | )                                |   | 19   |   |      | (13  | ) |   | 11  |  
| | Net unrealized derivatives gains (losses) |  |                                   | 23   |                                  |   | (25  | ) |      | 16   |   |   | (13 | )
| | Foreign currency translation adjustments  |  |                                   | (199 | )                                |   | 36   |   |      | (145 | ) |   | 95  |  
| |                                           |  |                                   |      |                                  |   |      |   |      |      |   |   |     |  
| | Total                                     |  | $                                 | (2   | )                                | $ | 221  |   | $    | 454  |   | $ | 657 |  
| |                                           |  |                                   |      |                                  |   |      |   |      |      |   |   |     |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Effective January 1,
 2008, Credco partially adopted SFAS No. 157 for its financial assets
 and liabilities that are accounted for at fair value. Effective September 30,
 2008, Credco adopted FSP FAS 157-3, a clarification of the principles
 contained within SFAS No. 157. SFAS No. 157 defines fair value, establishes a
 framework for measuring fair value, and expands disclosures about fair value
 measurements. Credcos partial adoption of SFAS No. 157 did not result in
 significant changes to the valuation techniques it had previously used to
 measure the fair value of its financial assets and liabilities. Therefore,
 the primary impact to Credco upon its partial adoption of SFAS No. 157 was to
 expand its fair value measurement disclosures.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | SFAS No. 157
 established a three-level hierarchy of valuation techniques used to measure
 fair value, defined as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Unadjusted Quoted Prices 
 The fair value of an asset or liability is based on unadjusted quoted prices,
 in active markets for identical assets or liabilities. An example would be a
 marketable equity security that is actively traded on the New York Stock
 Exchange. (Level 1)                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Pricing Models with
 Significant Observable Inputs  The fair value of an asset or liability is
 based on information derived from either an active market quoted price, which
 may require further adjustment based on the attributes of the financial asset
 or liability being measured, or an inactive market transaction. Examples of
 such instruments would include (i) a quoted price for an actively traded
 equity investment that is adjusted for a contractual trading restriction, or
 (ii) the fair value derived from a trade of an identical or similar security
 in an inactive market. (Level 2)
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Pricing Models with
 Significant Unobservable Inputs  The fair value of an asset or liability is
 primarily based on internally derived assumptions surrounding the timing and
 amount of expected cash flows for the financial instrument. Therefore, these
 assumptions are unobservable in either an active or inactive market. An
 example would be the retained subordinated interest in a securitization
 trust. (Level 3)                                                                                                                                                                                 

- 8 -

---



AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table presents Credcos financial instruments carried at fair value
 as of September 30, 2008, by caption on the Consolidated Balance Sheet
 and by SFAS No. 157 fair value hierarchy level (as described previously).
| |                                                                                                                                                                                                                                      
| | Assets and
 Liabilities Measured at Fair Value on a Recurring Basis:                                                                                                                                                                 

(Millions)

Total Carrying Value in the
 Consolidated Balance 
 Sheet
 at September 30, 2008

Fair Value
 Hierarchy Level (a)AssetsInvestment securities (b)


$
3,026


2Deferred charges and other assets -
 Derivatives, net (c)



122


2Total assets at fair value


$
3,148LiabilitiesAccrued interest and other liabilities -
 Derivatives, net (c)


$
206


2Total liabilities at fair value


$
206


| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The level in the fair
 value hierarchy to which an asset or liability is classified is based upon
 the lowest level of input that is significant to the fair value measurement.
 Credco does not have any financial assets or liabilities categorized within
 Level 1 or Level 3 of the fair value hierarchy.                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) See Note 2 of Credcos
 Consolidated Financial Statements for details of investment securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) Financial Interpretation
 No. 39, Offsetting of Amounts Related to Certain Contracts (FIN 39),
 permits the netting of derivative receivables and derivative payables when a
 legally enforceable master netting agreement exists between Credco and its
 derivative counterparty. At September 30, 2008, $5 million has been offset
 against the derivative assets and liabilities representing the impact of
 legally enforceable master netting agreements that provide for the net
 settlement of all contracts in accordance with FIN 39.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Description of Financial Assets and
 Liabilities Fair Value Methodologies                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The
 following is a description of the valuation techniques used for the
 respective financial instruments when measured at fair value, including the
 general classification of such items pursuant to the fair value hierarchy.
 These techniques may produce fair values that may not be indicative of a
 future sale, or reflective of future fair values. The use of different techniques
 to determine the fair value of these types of financial instruments could
 result in different estimates of fair value at the reporting date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The fair
 market values for Credcos available-for-sale investments are obtained
 primarily from third-party pricing services engaged by Credco. When
 available, quoted market prices are used to determine fair value. When quoted
 prices are available in an active market, investments are classified within
 Level 1 of the fair value hierarchy. Currently, Credco does not have any
 Level 1 investment securities.                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | When quoted
 prices in an active market are not available, fair values are estimated by
 using pricing models, where the inputs to those models are based on
 observable market inputs. The inputs to the valuation techniques applied by
 the pricing services vary depending on the type of security being priced but
 are typically benchmark yields,                                                                                                                                                                                     

- 9 -

---



AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | reported
 trades, broker-dealer quotes, all with reasonable level of transparency. The
 pricing models used generally do not entail substantial subjectivity because
 the methodologies employed use inputs observed from active markets or recent
 trades of similar securities in inactive markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The pricing
 services do not apply any adjustments to the pricing models used, nor does
 Credco apply any adjustments to prices received from the pricing services.
 All of Credcos investment securities are classified as Level 2 of the fair
 value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Credco has a
 thorough and documented understanding of the valuation techniques used by its
 pricing services. In addition, Credco corroborates the prices provided by its
 pricing services to test their reasonableness by comparing their prices to
 valuations from different pricing sources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Deferred Charges and Other Assets and
 Accrued Interest and Other Liabilities  Derivatives, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The fair
 values of derivatives are estimated by using pricing models, where the inputs
 to those models are based on readily observable market parameters. The
 valuation models used by Credco are consistently applied and reflect the
 contractual terms of the derivatives, including the period to maturity, and
 market-based parameters such as interest rates, foreign exchange rates, and
 volatility. These models do not contain a high level of subjectivity as the
 valuation techniques used do not require significant judgment, and inputs to
 the models are readily observable from actively quoted markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Market practice in pricing
 derivatives initially assumes all counterparties have the same
 credit quality. Credit valuation adjustments are necessary when the market
 parameter (for example, a benchmark curve) used to value derivatives is not
 indicative of the credit quality of Credco or its counterparties. Credco
 manages derivative counterparty credit risk by considering the current
 exposure, which is the replacement cost of contracts on the measurement date,
 as well as estimating the maximum potential value of the contracts over their
 remaining lives, considering such factors as maturity date and the volatility
 of the underlying or reference index. To mitigate derivative credit risk,
 counterparties are required to be pre-approved and rated as investment grade.
 Counterparty risk exposures are monitored by American Express Institutional
 Risk Management Committee (IRMC). The IRMC formally reviews large
 institutional exposures to ensure compliance with Enterprise-wide Risk Management
 Committee guidelines and procedures and determines the risk mitigation
 actions, when necessary. Additionally, Credco may, on occasion, enter into
 master netting agreements. As of September 30, 2008, IRMC has evaluated the
 credit and non-performance risks associated with Credcos derivative
 counterparties and believes them to be insignificant and not warranting a
 credit adjustment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Credcos
 derivatives primarily include interest rate swaps, foreign currency forwards,
 foreign currency options, and cross currency swaps. Such instruments are
 classified within Level 2 of the fair value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The results
 of operations of Credco are included in the consolidated U.S. federal income
 tax return of American Express. Under an agreement with TRS, provision for
 income taxes is recognized on a separate company basis. If benefits for net
 operating losses, future tax deductions and foreign tax credits 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 and open
 for examination vary by jurisdiction. In June 2008, the IRS completed its
 field examination of American Express federal tax returns for the years 1997
 through 2002. However, for federal income tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 10 -

---



AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | purposes,
 these years continue to remain open as a consequence of certain issues under
 appeal. American Express is currently under examination by the IRS for the
 years 2003 and 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Credco had
 approximately $69 million and $55 million of unrecognized tax benefits at
 September 30, 2008 and December 31, 2007, respectively. The change is
 primarily due to an increase in unrecognized tax benefits relating to the
 attribution of pretax income to a particular jurisdiction or jurisdictions.                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Credco
 routinely assesses the likelihood of additional assessments in each taxing
 jurisdiction and has established a liability for unrecognized tax benefits
 that Credcos management believes to be adequate. Once established,
 unrecognized tax benefits are adjusted if more accurate information is
 available, or a change in circumstance, or an event occurs necessitating a
 change to the liability. It is reasonably possible that the unrecognized tax
 benefits may significantly increase or decrease within the next twelve
 months. Due to the inherent complexities and the number of tax years
 currently under examination, it is not possible to quantify the impact such
 changes may have on the effective tax rate.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Credcos
 effective tax rate was 6 percent and 10 percent for the three and nine months
 ended September 30, 2008, respectively, compared with 7 percent for the full
 year 2007. The effective tax rate was higher for the nine months ended
 September 30, 2008 as compared to 2007 primarily due to the attribution and
 change in the geographic mix of pretax income among various jurisdictions.                                                                                                                                                                                                                                                                                                                                       

- 11 -

---



AMERICAN
EXPRESS CREDIT CORPORATION

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

American
Express Credit Corporation, together with its subsidiaries (Credco), is a
wholly-owned subsidiary of American Express Travel Related Services Company,
Inc. (TRS), a wholly-owned subsidiary of American Express Company (American
Express). Credco is primarily engaged in the business of financing
non-interest-bearing cardmember receivables arising from the use of the American
Express® card, the American Express® Gold card,
Platinum card®, Corporate card and other American Express cards
issued in the United States, and in designated currencies outside the United
States. Credco also purchases certain interest-bearing and discounted revolving
loans comprised of American Express credit cards and Sign & Travel®,
although interest-bearing and revolving loans are primarily funded by
subsidiaries of TRS other than Credco. American Express charge cards and credit
cards are collectively referred to herein as the Card. In 2007,
Credco made changes to certain international funding strategies that have
generally resulted in the transfer of receivables with recourse to Credco from
certain TRS subsidiaries. Prior to these funding strategy changes, Credco
purchased the cardmember receivables without recourse and recorded the
receivables as cardmember receivables. These funding strategy changes resulted
in Credco recording additional loans to affiliates and a reduction in cardmember
receivables. Current Economic Environment/Outlook Recently,
concerns over the availability and cost of credit, the U.S. mortgage market, a
declining real estate market in the United States, unemployment, the prospects
of a global recession and geopolitical issues have contributed to increased
volatility and diminished expectations for the economy and the markets. In the
latter part of the third quarter and into October of 2008, American Express
experienced slowing cardmember spending and loan volumes as increasing stress
in the worldwide financial markets further eroded consumer and business
confidence levels. Based on recent trends, Credco expects consumer and business
sentiment will likely deteriorate further and will translate into weaker
economies around the globe well into 2009. Credco also expects unemployment
will increase substantially in 2009, resulting in an environment in which
cardmember spending is likely to be very soft and loan growth restrained. As further
discussed in the Funding section below, since late September 2008, the market
for unsecured term debt generally has been unavailable to all institutions, including Credco. However, Credco has
continued to issue commercial paper. Its commercial paper issuances have
occurred in similar daily average amounts and comparable rates but at shorter
weighted average maturities than Credcos historic trend. Credcos shorter maturities are consistent with changes in issuance
maturities occurring across the overall commercial paper market, as reported by the Federal Reserve. The shortening of the
maturities in the commercial paper markets makes it more difficult for Credco
to manage its day-to-day cash flow. On October 7, 2008, the Federal Reserve Board (the Board) announced the creation of the Commercial Paper
Funding Facility (CPFF). The CPFF provides three month liquidity to U.S. issuers of commercial paper through a special purpose vehicle (SPV), which
purchases three month unsecured and asset-backed commercial paper from authorized issuers, using financing provided by the Federal Reserve Bank of New York.
On October 29, 2008, Credco, in addition to issuing commercial paper to its existing investor base, sold commercial paper to the SPV, as further discussed in the Consolidated
Liquidity and Capital Resources section. In October 2008, American Express moved to
increase its flexibility in funding U.S. consumer and small business charge
card receivables by amending the receivables purchase agreements between each
of Credco and American Express Centurion Bank (Centurion Bank) and American
Express Bank, FSB (FSB), (together, the Banks). The previous agreements called
for the Banks, which issue  American Express U.S. consumer and small
business charge cards, to sell all unsecuritized receivables related to
spending on those cards to Credco. The amended agreements will give the Banks
the flexibility to continue to sell the receivables to Credco or to retain the
receivables and fund them from their own sources. These amendments will allow
American Express to shift from time-to-time the funding of those receivables
from Credco to the Banks. Credco, which raises funds for the purpose of buying
receivables principally through the sale of commercial paper, including through
the Federal Reserves CPFF as well as
medium- and long-term debt securities, can transfer proceeds of its funding
activities in excess of its needs broadly to other subsidiaries of American
Express, including to the Banks. The new arrangements between Credco and the
Banks will have no impact on Credcos funding of U.S. corporate charge
card receivables and charge card receivables outside the U.S. Credco
believes the above developments will lead to a material reduction of purchases
of cardmember receivables and loans. However, it is not expected that these reductions
will have a material impact on the ratio of earnings to fixed charges.


- 12 -

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AMERICAN
EXPRESS CREDIT CORPORATION

Results of Operations for the Nine Months
Ended September 30, 2008 and 2007 Pretax income
depends primarily on the volume of cardmember receivables and loans purchased,
the discount factor used to determine purchase price, the relationship of the
total discount to Credcos interest expense and the collectibility of
cardmember receivables and loans purchased. Credcos
consolidated net income increased 6 percent to $596 million for the nine months
ended September 30, 2008, as compared to the nine months ended September 30,
2007. The year-over-year increase was primarily due to a decrease in interest
expense and an increase in interest income earned on loans to affiliates,
partially offset by a decrease in discount revenue and an increase in provision
for losses, net of recoveries. The following
table summarizes the changes attributable to the increase (decrease) in key
revenue and expense accounts for the nine month period ended September 30,
2008, compared with the nine month period ended September 30, 2007 (millions): Discount revenue earned on purchased
 cardmember receivables and loans:Volume of receivables
purchased

$
(107
)Discount rates


(163
)Total

$
(270
)Interest income from affiliates:Average loans to
affiliates

$
88Interest rates


24Total

$
112Interest income from investments:Average investments
outstanding

$
136Interest rates


(120
)Total

$
16Provision for losses, net of
recoveries:Volume of receivables and loans
purchased

$
(28
)Provision rates and volume of
recoveries


68Total

$
40Interest expense:Average debt
outstanding

$
136Interest rates


(272
)Total

$
(136
)Interest expense to affiliates:Average debt
outstanding

$
64Interest rates


(174
)Total

$
(110
) Discount Revenue Earned on Purchased
Cardmember Receivables and Loans Discount
revenue decreased 13 percent or $270 million to $1.8 billion for the nine
months ended September 30, 2008, as compared to the nine months ended September
30, 2007, due to a decrease in both discount rates and the volume of
receivables purchased. Discount rates, which vary over time due to changes in
market interest rates or changes in the collectibility of cardmember
receivables, decreased an average of approximately 8 basis points compared to
the nine months ended September 30, 2007. Volume of receivables and loans
purchased for the nine months ended September 30, 2008, was 4 percent lower
than the same period a year ago; purchased volume does


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AMERICAN
EXPRESS CREDIT CORPORATION

not include those
cardmember receivables transferred with recourse to Credco and cardmember
receivables and loans funded by loans to affiliates. Interest Income from Affiliates Interest
income from affiliates increased 24 percent or $112 million to $583 million for
the nine months ended September 30, 2008, as compared to the nine months ended
September 30, 2007. The year-over-year increase is due to an increase in both
the volume of loans to affiliates, and to a lesser extent the interest rates
charged to affiliates. The average volume of loans to affiliates increased due
to a change in international funding strategy as further discussed above. The
average interest rate charged to affiliates during the nine months ended
September 30, 2008, was 20 basis points higher than the average interest rate
charged to affiliates in the same nine month period a year ago. Interest Income from Investments Interest
income from investments increased 8 percent or $16 million to $219 million for
the nine months ended September 30, 2008, as compared to the nine months ended
September 30, 2007. The year-over-year increase is due to an increase in the
average outstanding amount of cash and cash equivalents offset by the decrease
of the average interest rate on the total investment portfolio of approximately
135 basis points for the nine months ended September 30, 2008, as compared to
the same nine month period a year ago. The increase in cash and cash
equivalents reflects the issuance of short- and long-term debt that was in
excess of Credcos business operating needs, and investment of the excess
proceeds in cash equivalents. Provision for Losses, Net of Recoveries The provision
for losses, net of recoveries increased 8 percent or $40 million to $548
million for the nine months ended September 30, 2008, as compared to the nine
months ended September 30, 2007. The year-over-year increase primarily reflects
higher write-off and delinquency rates compared to the same period a year ago,
reflecting a more difficult U.S. credit environment, partially offset by a
reduction in the volume of receivables purchased. Interest Expense and Interest Expense to
Affiliates Interest
expense and interest expense to affiliates decreased 11 percent and 34 percent,
respectively, for the nine months ended September 30, 2008, as compared to the
same period a year ago, due to lower interest rates, partially offset by higher
average debt outstanding. The average interest rate on debt outstanding during
the nine months ended September 30, 2008, was 81 basis points lower than the
same period a year ago. The average rate due to affiliates during the nine
months ended September 30, 2008, was 181 basis points lower than the same
period a year ago. Service Fees to Affiliates Credco pays
fees to affiliates for the related servicing of the receivables purchased.
Service fees to affiliates increased 8 percent or $11 million to $152 million
for the nine months ended September 30, 2008, as compared to the nine months
ended September 30, 2007, due to an increase in servicing provided by service
level agreements with affiliates. Income Taxes Credcos
effective tax rate for the nine months ended September 30, 2008 was 10 percent
compared with 11 percent for the nine month period ended September 30, 2007.


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AMERICAN
EXPRESS CREDIT CORPORATION

Cardmember Receivables At September
30, 2008 and December 31, 2007, Credco owned $22.9 billion and $26.3 billion of
cardmember receivables, respectively. Cardmember receivables represent amounts
due from charge card customers and are recorded at the time they are purchased
from the seller. Included in cardmember receivables are Credco Receivables
Corporation (CRC)s purchases of the participation interests from American
Express Receivables Financing Corporation V LLC (RFC V) in conjunction with
TRS securitization program. At September 30, 2008 and December 31, 2007, CRC
owned approximately $1.7 billion and $5.7 billion, respectively, of
participation interests purchased from RFC V. The following
table summarizes selected information related to the cardmember receivables
portfolio: As of and
 for nine months ended (Millions, except percentages)

September 30,
 2008

December 31,
 2007

September 30,
 2007Total cardmember receivables

$
22,887

$
26,335

$
26,85590 days past due as a % of total


4.3
%

4.0
%

3.6
%Loss reserves

$
717

$
831

$
746as a % of receivables


3.1
%

3.2
%

2.8
%as a % of 90 days past
due


73
%

77
%

76
%Write-offs, net of recoveries

$
560

$
499

$
476Net write-off
    rate (a)


0.27
%

0.22
%

0.22
%Average life
    of cardmember receivables (in days) (b)


33


33


34  (a)
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.(b)
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 owned at September 30, 2008, decreased approximately $3.4 billion
from December 31, 2007, as a result of the CRC sale of approximately $1.9
billion, net of reserve, of gross sellers interest in the charge cardmember
receivables to RFC V, as well as lower receivables purchased during the nine
months ended September 30, 2008. The cardmember receivables purchased for the
nine months ended September 30, 2008, decreased approximately 4 percent from
the cardmember receivables purchased during the nine months ended September 30,
2007. Reserves for Cardmember Receivables and
Cardmember Loans The following
is an analysis of the reserves for cardmember receivables and cardmember loans: Nine months
 ended (Millions)

September 30,
 2008

September 30,
 2007Balance,
 beginning of period

$
841

$
749Provision
 for losses (a)


548


508Accounts
 written-off (a)


(568
)

(482
)Other


(92
)

(20
)Balance, end
 of period

$
729

$
755  (a)
Includes recoveries on
 accounts previously written-off of $119 million and $135 million during the
 nine months ended September 30, 2008 and 2007, respectively.


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AMERICAN
EXPRESS CREDIT CORPORATION

Loans to Affiliates Components of
loans to affiliates were as follows: (Millions)

September 30,
 2008

December 31,
 2007

September 30,
 2007TRS
 Subsidiaries:American Express Australia
Limited

$
3,994

$
3,897

$
3,803American Express Services Europe
Limited


2,971


3,659


3,628Amex Bank of Canada


2,627


2,664


2,586American Express International,
Inc.


861


535


510American Express Co. (Mexico)
S.A. De C.V.


476


446


432American Express Bank (Mexico)
S.A.


340





Total

$
11,269

$
11,201

$
10,959 Loans to
affiliates increased from 2007 as a result of funding strategy changes as previously
discussed, as well as overall business growth. Of the $11.3 billion outstanding
of loans to affiliates, approximately $7.4 billion are collateralized by the
underlying cardmember receivables transferred with recourse. Additionally, as
part of this funding strategy, Credco loaned approximately $340 million to
American Express Bank (Mexico) S.A. In October
2008, Credco loaned $1.7 billion to Centurion Bank and $1.5 billion to FSB,
as a consequence of the amendment of the receivables purchase agreements,
    described earlier. Due from Affiliates At both
September 30, 2008 and December 31, 2007, due from affiliates was $2.4 billion.
These amounts relate primarily to a timing difference resulting from the
purchase of cardmember receivables net of remittances from TRS, which are
settled in the subsequent month in the normal course of business. Short-term Debt to Affiliates Components of
short-term debt to affiliates were as follows: (Millions)

September 30,
 2008

December 31,
 2007

September 30,
 2007American Express

$
4,072

$
1,953

$
2,001AE Exposure Management
Ltd.


2,427


2,240


2,123TRS


1,485


1,808


1,965National Express Company,
Inc.


106


2,083


2,083American Express Publishing
Corp.


61


93


74Other


541


505


495Total

$
8,692

$
8,682

$
8,741 Short-term debt to affiliates consists primarily of master note agreements for which there is no stated term. Credco does not
expect any changes to its short-term funding strategies with affiliates.


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AMERICAN
EXPRESS CREDIT CORPORATION

Impact of Capital Markets Environment The global
money and capital markets have been experiencing periods of liquidity
disruption and rate volatility for more than 12 months. Liquidity, rate, and
credit concerns were further exacerbated during September 2008, fed by
heightened concerns about the global financial system after the Lehman
Brothers Holding Company (Lehman) bankruptcy, the sale of Merrill Lynch to
Bank of America, the U.S. government conservatorship of Fannie Mae and Freddie
Mac, the U.S. governments loan to American International Group, Inc., and
similar instances of banking and financial distress and government action in the
United Kingdom, Europe, and elsewhere. If these unprecedented levels of
volatility and disruption experienced since September continue or worsen,
Credcos funding capabilities, liquidity position, and investment portfolios
will be further impacted. Funding Credco is
committed to maintaining cost-effective, well-diversified funding programs to
support current and future asset growth in its global businesses. Credcos
funding plan is structured to meet expected and changing business needs to fund
asset balances efficiently and cost-effectively. Credco relies on diverse
sources of funding, with wide ranges of maturities, and its contingent
liquidity strategy allows for the continued funding of business operations
through difficult economic, financial market and business conditions when
access to regular funding sources could become diminished or interrupted.
Credcos funding plans are subject to various risks and uncertainties, such as
future business growth, market capacity and demand for securities offered by
Credco and regulatory changes. Many of these risks and uncertainties are beyond
Credcos control. Notwithstanding
the difficult conditions in the financial markets during the past year, Credco
has satisfied all maturing obligations and funded its growth through the end
    of the third quarter by accessing a variety of its funding sources, including
long- and short-term debt. Credcos issuances of debt securities through
September have, similar to most issuances across capital markets, included
spreads above benchmark rates that are significantly greater than those on
similar issuances completed during the prior several years. Since late
September 2008, the market for unsecured term debt generally has been
unavailable to all financial institutions, including Credco. However,
Credco has continued to issue commercial paper. Its commercial paper issuances
have occurred in similar daily average amounts and comparable rates but at shorter
weighted average maturities than Credcos
historic trend. Credcos shorter maturities are consistent with the changes
in issuance maturities occurring across the overall commercial paper market,
as reported by the Federal Reserve. The shortening of the maturities in the
commercial paper markets makes it more difficult for Credco to manage its
day-to-day cash flow. Refer to Consolidated Liquidity and Capital Resources section
for Credcos  use of the CPFF. Credco regularly
seeks to expand the capacity and diversity of its funding sources. In August
2008, Credco commenced an InterNotes® program that offers retail
investors the opportunity to make unsecured medium- and long-term fixed income
investments in Credco. Credco has raised over $400 million of funding under
this program through October 31, 2008. The mix of
Credcos funding sources will seek to achieve cost-efficiency consistent with
its funding and liquidity strategies. Further disruptions and continued turmoil
in the financial markets could result in changes in the amount, mix and cost of
financing it obtains in the future from its existing funding sources. Credcos
ability to obtain financing in the debt capital market for unsecured term debt
is subject to a renewal of investor demand that existed prior to the current
heightened period of turmoil. Credco has registered and obtained authorization to access one of
the U.S. government programs recently enacted to stabilize the credit markets
(see further discussion below). Recently,
three of the four credit rating agencies that rate Credco provided updates on
Credcos ratings as follows: 
Moodys
 Investors Services (Moodys) -On October 20, 2008, Moodys lowered
 the long-term senior ratings of Credco from Aa3 to A1 and revised its outlook
 of Credco from stable to negative. This change, which brings the ratings for
 Credcos funding to the same level as other rating agencies, reflects
 concerns regarding weakness in the broader economy and specific concerns
 regarding negative asset quality trends and lending exposures. Moodys
 affirmed all of its short-term ratings (P-1).


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AMERICAN
EXPRESS CREDIT CORPORATION


Standard
 & Poors (S&P)- On October 21, 2008, S&P placed its
 long-term ratings on Credco (currently A+) on Creditwatch with negative
 implications. The rating agency review focuses on the ability of Credco to
 cope with the current operating environment as well as outlook for credit
 losses and profitability relative to the current rating level. S&P
 affirmed its short-term ratings (A1).
Dominion
 Bond Rating Service (DBRS) - On October 21, 2008, DBRS announced
 that it has maintained its stable long-term senior ratings of Credco (A
 (high)). Maintenance of
high and stable debt ratings is critical to ensuring Credco has continuous
access to capital and credit markets at cost-effective rates. Historically,
credit ratings have had a significant impact on the borrowing capacity and
costs of Credco. Credco is in the process of assessing the impact of these
updates to ratings in light of the current economic conditions. Investment Portfolio Credcos
investment portfolio primarily supports its contingent liquidity strategy, by
investing in U.S. Treasury and government agency securities. Credcos objective
is to manage the type and mix of assets as well as their maturity profile in
order to ensure the cash and liquidity needs can be met without relying on the
sale of investments prior to maturity. As a result, Credco generally holds its
investments until their maturity. However, management may sell securities prior
to maturity due to the changes in Credcos
specific business goals, liquidity needs, and the credit and capital market
environment, and therefore, it is important for Credco to invest in securities
with adequate market activity to ensure changes to liquidity needs may be met. All of
Credcos investments are classified as Available-for-Sale. Credco reviews its
investments at least quarterly and more often as market conditions may require
to evaluate their fair values and to identify investments that have indications
of other-than-temporary impairments. The determination of other-than-temporary
impairments for Available-for-Sale securities is a subjective process,
requiring the use of various assumptions and application of judgment. Government Sponsored Entities At September
30, 2008, Credco owned approximately $2.6 billion of senior unsecured
debentures issued by Government Sponsored Entities (GSEs): Fannie Mae and
Freddie Mac. On September 7, 2008, the Federal Housing Finance Agency (FHFA)
announced the decision to place Fannie Mae and Freddie Mac into conservatorship
run by FHFA. These actions were designed to protect the senior and subordinated
debt and the mortgage backed securities of the GSEs and had a slight positive
impact to the fair value of these securities. The total net unrealized gains
  on these securities were approximately $16 million at September 30, 2008. Valuations of
securities held within Credcos investment portfolio will continue to be
subject to changes in external market factors including default rates, rating
agency actions, and the prices at which observable market transactions occur.
Credcos future results may be impacted by the valuation adjustments applied to
these holdings. Reserve Primary Fund At September
30, 2008, Credco owned a $500 million investment in the Reserve Primary Fund
(the Fund). The Fund is a money market fund. The net asset value of the Fund
fell below $1 per share in September 2008. Credco recorded a loss of $15
million related to its investment in the Fund. Credco filed a redemption order
with Reserve, the Fund sponsor in September 2008. Redemptions from the Fund
have been delayed. On October 31, 2008, the Fund executed its initial disbursement to fund shareholders representing
approximately 51 percent of principal and accrued interest. Credco received repayment of principal and interest totaling $254 million.
The timing of receipt of the remaining proceeds cannot
    be determined at this time. The amount due from the Fund, including amounts received on October 31, 2008, is recorded in deferred
charges and other assets in Credcos Consolidated Balance Sheets. With the
exception to its exposure to the Fund, Credco did not experience any defaults
or events of default, or determine it would not receive timely contractual
payments of interest and repayment of principal, on any of its holdings in its
investment portfolio or cash and cash equivalents in the third quarter of 2008.


- 18 -

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AMERICAN
EXPRESS CREDIT CORPORATION

Fair Value Measurements Effective
January 1, 2008, Credco partially adopted Statement of Financial Accounting
Standards (SFAS) No. 157 for its financial assets and liabilities that are
accounted for at fair value. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. Credcos partial adoption of SFAS No. 157 did not result in
significant changes to the valuation techniques it had previously used to
measure the fair value of its financial assets and liabilities. Therefore, the
primary impact to Credco upon its partial adoption of SFAS No. 157 was
expanding its fair value measurement disclosures. Effective
September 30, 2008, Credco adopted FSP No. FAS 157-3 Determining the Fair
Value of a Financial Asset When the Market for that Asset is Not Active (FSP
FAS 157-3), which applies to financial assets that are required or permitted to
be measured at fair value in accordance with SFAS No. 157, and clarifies the
application of SFAS No. 157 for assets in markets that are not active. The
adoption of FSP FAS 157-3 did not have a significant impact on Credcos
financial position or results of operations, nor did it have a significant
impact on the valuation techniques used by Credco in measuring the fair value
of its financial assets. SFAS No. 157
established a three-level hierarchy of valuation techniques used to measure
fair value, defined as follows: 
Unadjusted
 Quoted Prices  The fair value of an asset or liability is based on
 unadjusted quoted prices, in active markets for identical assets or
 liabilities. An example would be a marketable equity security that is
 actively traded on the New York Stock Exchange. (Level 1)
Pricing
 Models with Significant Observable Inputs  The fair value of an asset or
 liability is based on information derived from either an active market quoted
 price, which may require further adjustment based on the attributes of the
 financial asset or liability being measured, or an inactive market
 transaction. Examples of such instruments would include (i) a quoted price
 for an actively traded equity investment that is adjusted for a contractual
 trading restriction, or (ii) the fair value derived from a trade of an
 identical or similar security in an inactive market. (Level 2)
Pricing
 Models with Significant Unobservable Inputs  The fair value of an asset or
 liability is primarily based on internally derived assumptions surrounding
 the timing and amount of expected cash flows for the financial instrument.
 Therefore, these assumptions are unobservable in either an active or inactive
 market. An example would be the retained interest in a securitization trust.
 (Level 3) Credco does
not have any financial assets or liabilities categorized within Level 1 or
Level 3 of the fair value hierarchy. The fair values of Credcos investments
are determined using pricing services. See Note 4 of Credcos Consolidated
Financial Statements for further details regarding its fair value measurements. Consolidated Liquidity and Capital Resources Credco had
cash and cash equivalents of approximately $4.8 billion and $2.9 billion at
September 30, 2008 and December 31, 2007, respectively. Credcos
funding requirements are met primarily by the sale of commercial paper, the
issuance of long-term notes, borrowings under long-term bank credit facilities
in certain international markets, intercompany borrowings and equity capital.
 Credco has satisfied all maturing obligations and funded its growth through the end of the third quarter of 2008 by accessing
a variety of its funding sources, including long- and short-term debt. The commercial
paper market represents the primary source of short-term funding for Credco.
Credcos commercial paper is a widely recognized name in the money markets
and is supported by a diverse base among short-term investors.


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AMERICAN EXPRESS CREDIT CORPORATION

The table below illustrates
Credcos commercial paper outstanding and back-up liquidity coverage: (Billions, except
percentages)

September 30,
 2008

December 31,
 2007Commercial
 paper outstanding

$
9.2

$
10.5Year to date
 average commercial paper outstanding

$
11.9

$
7.8Net short-term
 debt outstanding(a)

$
4.6

$
7.9Total
 back-up liquidity coverage of net short-term debt(b)


238
%

140
%  (a)
Credco currently manages the
 level of short-term debt outstanding, exclusive of short-term debt to affiliates, such that its total back-up liquidity,
 including maximum available bank credit facilities and term liquidity
 portfolio investment securities, is not less than 100 percent of net
 short-term debt. Net short-term debt
 consists of commercial paper and certain other short-term borrowings less
 cash and cash equivalents.(b)
Based on the maximum
 available borrowings under bank credit facilities and term liquidity
 portfolio investment securities. As described earlier, on October 7,
2008, the Board announced the creation of the CPFF.
The CPFF provides three month liquidity to U.S. issuers of commercial paper
through a special purpose vehicle (SPV), which purchases three month unsecured
and asset-backed commercial paper from authorized issuers, using
financing provided by the Federal Reserve Bank of New York. The commercial
paper must be rated at least A1/P1/F1 by a major nationally recognized
statistical rating organization (NRSRO) and, if rated by multiple major NRSROs,
must be rated at least A1/P1/F1 by two or more NRSROs. Eligible
commercial paper issuers must register with the CPFF in order to sell
commercial paper to the SPV. Credcos registration was accepted by the Board on
October 23, 2008. The maximum amount of a single issuers commercial paper the
SPV may own at any time is limited to the greatest amount of U.S. dollar
denominated commercial paper outstanding on any day between January 1 and
August 31, 2008. Credcos greatest amount of commercial paper outstanding
during the reference period was approximately $14.7 billion. Credco, as an
issuer of unsecured commercial paper, paid a facility fee of
approximately $15 million in connection with its registration in the program.
Accessing the CPFF will allow Credco to prudently manage its debt maturity and
liquidity profiles and provide further diversity to its sources of funding. On
October 29, 2008, Credco, in addition to issuing commercial paper to its
existing investor base, sold commercial paper to the SPV. The commercial paper
sold to the SPV matures on January 27, 2009, and was sold on a discounted basis
at an interest rate equal to 1.84 percent per annum. In addition, pursuant to
the terms of the CPFF, Credco paid an unsecured credit surcharge equal to 1
percent per annum on the face value of the amount borrowed. The SPV is
currently scheduled to cease purchasing commercial paper on April 30, 2009,
unless the Board extends the facility. Credco expects to access the funding
available through the CPFF from time to time during the life of the facility,
subject to market conditions and Credcos continuing to meet the eligibility
criteria for participation in the facility. Long-term debt
is raised through the offering of debt securities in the United States and in
certain international capital markets. Long-term debt is generally
defined as any debt with an original maturity greater than 12 months.
Credco continues to issue debt with a range of maturities to diversify the
refinancing requirements in future periods.


- 20 -

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AMERICAN EXPRESS CREDIT CORPORATION

Credco had the
following long-term debt outstanding: (Billions)

September
 30, 2008

December
 31, 2007Long-term
 debt outstanding

$
22.7

$
22.3Average
 long-term debt

$
21.5

$
22.7 Credco also
has the ability to issue debt securities under shelf registrations filed with
the Securities and Exchange Commission (SEC). The shelf registration statement
filed with the SEC is for an unspecified amount of debt securities to be issued
from time to time. During the nine months ended September 30, 2008, Credco
issued $5.7 billion of debt securities from its U.S. shelf registration. At
September 30, 2008, Credco had $14.3 billion of debt securities outstanding,
issued under the SEC registration statements. Credco, in
conjunction with certain subsidiaries of American Express, has established a
program for the issuance, outside the United States, of debt instruments to be
listed on the Luxembourg Stock Exchange. During the third quarter of 2008, this
program was renewed and the maximum aggregate principal amount of debt
instruments outstanding at any one time under the program was increased to
$50.0 billion. The proceeds of these issuances are used for financing
operations, including the purchase of receivables and the repayment of
previously issued debt. At September 30, 2008, $4.0 billion was outstanding
under this program, of which $2.7 billion was issued by Credco. Credco
established a program in Australia for the issuance of debt securities from
time to time of up to approximately $5.0 billion. During the nine months ended
September 30, 2008, no notes were issued under this program. At September 30,
2008, approximately $4.3 billion was available for issuance under this program. During the
fourth quarter of 2007, the shelf prospectus previously filed by American
Express Canada Credit Corporation (Cancredco), an indirect wholly-owned
subsidiary of Credco, in Canada expired for the Canadian medium-term note
program. During the first quarter of 2008, a new shelf prospectus was filed and
became effective in Canada for a medium-term note program providing for the
issuance from time to time, in Canada, of up to approximately $3.4 billion of
notes by Cancredco. All notes issued under this shelf registration will be
guaranteed by Credco. During the nine months ended September 30, 2008,
Cancredco issued approximately $483 million of medium-term notes. The financial
results of Cancredco are included in the consolidated financial results of
Credco. In consideration of all the funding sources, Credco believes that it
would have the liquidity to satisfy all maturing obligations and fund normal
business operations for at least a 12-month period in the event that access to
the secured and unsecured fixed income capital markets were interrupted. Credco paid
cash dividends of $260 million to TRS during the nine months ended September
30, 2008. The most
restrictive limitation on dividends imposed by the debt instruments issued by
Credco is the requirement that Credco maintain a minimum consolidated net worth
of $50 million. There are no significant restrictions on the ability of Credco
to obtain funds from its subsidiaries by dividend or loan. Additionally, there
are no limitations on the amount of debt that can be issued by Credco.


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AMERICAN EXPRESS CREDIT CORPORATION

Committed Bank Credit Facilities Credco
maintained committed bank credit facilities at September 30, 2008 as follows: (Billions)

Total

American
 Express

CredcoCommitted(a)

$
11.1

$
1.2

$
9.9
(b)Outstanding

$
3.0

$


$
3.0  (a)
Included
 is $3.0 billion outstanding related to the Australian credit facility.(b)
Credco
 has the right to borrow a maximum amount of $11.1 billion with a commensurate
 maximum $1.2 billion reduction in the amount available to American Express. Credcos
committed bank credit facilities expire as follows: (Billions)2010

$
1.92011


2.82012


6.4Total

$
11.1 The
availability of the credit lines is subject to Credcos compliance with certain
financial covenants that require maintenance of a 1.25 ratio of combined
earnings and fixed charges to fixed charges. The ratio of earnings to fixed
charges for Credco was 1.52 for the nine months ended September 30, 2008. The
ratio of earnings to fixed charges for American Express for the nine months
ended September 30, 2008 was 2.20. Committed bank
credit facilities do not contain material adverse change clauses, which may
preclude borrowing under the credit facilities. Additionally, the facilities
may not be terminated should there be a change in Credcos credit rating. 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 or furnished to 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. Credco cautions you that the
risk factors described below are not exclusive. There may also be other risks
that Credco is unable to predict at this time that may cause actual results to
differ materially from those in forward-looking statements. 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 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, which will depend in part on the economic environment, including
 among things, the housing market and the rates of bankruptcies, which can
 affect spending on card products and debt payments by individual and
 corporate customers;


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AMERICAN EXPRESS CREDIT CORPORATION


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;
changes in
 laws or government regulations affecting American Express business,
 including the potential impact of regulations proposed by federal bank
 regulators relating to certain credit and charge card practices;
the effect
 of fluctuating interest rates, which could affect Credcos borrowing costs;
the impact
 on American Express Companys business resulting from continuing geopolitical
 uncertainty;
Credcos ability to satisfy its
 liquidity needs and execute on its funding plans, which will depend on, among
 other things, Credcos future business growth, its credit ratings, market
 capacity and demand for securities offered by Credco, performance by Credcos
 counterparties under its bank credit facilities and other lending facilities and
 regulatory changes, including changes to the policies, rules and regulations
 of the Board of Governors of the Federal Reserve System;
Credcos ability to meet the
 criteria for participation in certain liquidity facilities and other funding
 programs, including the Commercial Paper Funding Facility, being made
 available through the Federal Reserve Bank of New York; and
Credcos ability to access in a timely manner its remaining
    investment in the Primary Reserve Fund.


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


Item
4. CONTROLS 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 Credcos 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.


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AMERICAN EXPRESS CREDIT CORPORATION

PART
II. OTHER INFORMATION

ITEM
1A. RISK FACTORS

This section
supplements and updates certain of the information found under Item 1A. Risk
Factors of Credcos Form 10-K for the year ended December 31, 2007 (the
2007 Form 10-K), and should be read in conjunction with the discussion of
risk factors set forth in such section. Based on the information currently
known to us, Credco believes that the matters discussed below, together with
the risk factors set forth in the 2007 Form 10-K, identify the most significant
risk factors affecting Credco. However, the risks and uncertainties that Credco
faces are not limited to those described below and those set forth in the 2007
Form 10-K. Additional risks and uncertainties not presently known to us or that
we currently believe to be immaterial may also adversely affect Credcos
business and the trading price of its securities. Adverse capital and credit
market conditions may significantly affect Credcos ability to meet liquidity
needs, access to capital and cost of capital. The money and
capital markets have been experiencing extreme volatility and disruption for
more than 12 months, which have negatively impacted market liquidity
conditions. In recent weeks, the volatility and disruption have reached
unprecedented levels. The concerns
on the part of market participants have focused on a broad range of
mortgage-and asset-backed and other fixed income securities, including those
rated investment grade, the U.S. and international credit and interbank
money markets generally, and a wide range of financial institutions and
markets, asset classes and sectors. As a result, the market for fixed income
instruments has experienced decreased liquidity, increased price volatility,
credit downgrade events and increased probability of default. Securities that
are less liquid are more difficult to value and may be hard to dispose of.
Domestic and international equity markets have also been experiencing
heightened volatility and turmoil, with issuers (such as Credco) that have
exposure to or rely on the credit markets particularly affected. Credco needs
liquidity to pay operating expenses, interest on debt and dividends on capital
stock and to repay maturing liabilities. Without sufficient liquidity, Credco
could be forced to limit its investments in growth opportunities or curtail
operations. The principal sources of Credcos liquidity are cash flow
from its investment portfolio and assets, consisting mainly of cash or assets
that are readily convertible into cash, and issuances of commercial paper. Sources
of liquidity in normal markets also include a variety of short- and long-term
instruments, including medium- and long-term unsecured debt. Notwithstanding
Credcos solid financial position, Credco is not immune from the pressures
brought on by the current crisis in the financial markets. The fragility of the
credit markets and the current economic environment have impacted financial
services companies through market volatility and fluctuations, loss of
confidence and rating agency actions. Similar to other financial services
firms, Credcos access to the capital markets has been significantly limited
since mid-September 2008 and it has seen a downgrade of its long-term credit
ratings by one of the major ratings agencies. In the event
current sources of liquidity, including internal sources, do not satisfy
Credcos needs, it would be required to seek additional financing. The
availability of additional financing will depend on a variety of factors such
as market conditions, the general availability of credit, the overall
availability of credit to the financial services industry, Credcos credit
ratings and credit capacity, as well as the possibility that lenders could
develop a negative perception of Credcos long- or short-term financial
prospects if it incurs large credit losses or if the level of its business
activity decreased due to an economic downturn. Similarly, Credcos access to
funds may be impaired if regulatory authorities or rating agencies take
negative actions against us. In addition, certain sources of contingent
liquidity, including the Commercial Paper Funding Facility (CPFF), being made
available through the Federal Reserve Bank of New York, are subject to Credcos
ability to meet or continue to meet the criteria for


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AMERICAN EXPRESS CREDIT CORPORATION

participation
in such facilities and programs and are temporary in nature as such programs
are scheduled to terminate on various dates in the second quarter of 2009. Disruptions,
uncertainty or volatility in the capital and credit markets may also limit
Credcos access to capital required to operate its business. Such market
conditions may limit its ability to replace, in a timely manner, maturing
liabilities, satisfy regulatory capital requirements and access the capital
necessary to grow its business. As such, Credco may be forced to delay raising
capital, issue shorter-tenured securities than it prefers, or bear an
unattractive cost of capital, which could decrease profitability and
significantly reduce financial flexibility. If current
levels of market disruption and volatility continue or worsen, there can be no
assurance that we will not experience an adverse effect, which may be material,
on Credcos ability to access capital and on our business, financial condition
and results of operations. Difficult conditions
in the global capital markets and the economy generally may materially adversely
affect our business and results of operations, and we do not expect these
conditions to improve in the near future. Credcos
results of operations are materially affected by conditions in the global
capital markets and the economy generally, both in the United States and
elsewhere around the world. The stress experienced by global capital markets
that began in the second half of 2007 continued and substantially increased
during the third quarter of 2008. Recently,
concerns over the availability and cost of credit, the U.S. mortgage
market, a declining real estate market in the United States (in particular, in
those markets in which American Express has generated significant spend volume
on its charge and credit card products) and geopolitical issues have
contributed to increased volatility and diminished expectations for the economy
and the markets going forward. These factors, combined with volatile oil
prices, declining business and consumer confidence and increased unemployment,
have precipitated an economic slowdown and fears of a global recession, which
may cause declines in credit and charge card usage and has already resulted in
adverse changes in payment patterns, causing increases in delinquencies and
default rates. If the performance of its charge card and credit card portfolios
continues to weaken through increasing delinquencies and write-offs, American
Express and Credcos long-term and short-term debt ratings could be downgraded
and its access to capital could be materially adversely affected and cost of
capital could increase. These events
and the continuing market upheavals may have an adverse effect on Credco, in
part because it is dependent upon consumer and business behavior. Credcos
revenue growth is likely to decline in such circumstances and, in certain
instances, revenues may decrease, and its profit margins could erode. In
addition, in the event of extreme prolonged market adversity, such as the
global credit crisis, Credco could incur significant losses. Some of the
financial, economic and market related risks we described in Risk Factors in
our 2007 Form 10-K referred to above have come to pass. As these conditions or
similar ones continue to exist or worsen, we could experience continuing or
increased adverse effects on our results of operations and financial condition. The impairment of
other financial institutions could adversely affect Credco. Credcos
ability to engage in routine funding transactions could be adversely affected
by the actions and commercial soundness of other financial services
institutions. Financial services institutions are interrelated as a result of
trading, clearing, counterparty or other relationships. Credco routinely
executes transactions with counterparties in the financial services industry,
including commercial banks, investment banks and insurance companies. Defaults
or non-performance by, or even rumors or questions about, one or more financial
services institutions, or the financial services industry generally, have led
to market-wide liquidity problems and could lead to losses or defaults by one
or more of Credcos counterparties, which, in turn, could have a material
adverse effect on Credcos results of operations and financial condition.


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AMERICAN EXPRESS CREDIT CORPORATION

Any reduction in
Credcos credit ratings could increase the cost of our funding from and
restrict Credcos access to the capital markets and have a material adverse
effect on Credcos results of operations and financial condition. Although
Credcos long-term debt is currently rated investment grade (at A levels)
by the major rating agencies, the ratings of that debt have been downgraded during
2008 by Moodys Investors Services (Moodys), one of the major rating
agencies, and continue to remain on negative outlook by such rating agency. In
addition, Standard & Poors (S&P), another major rating agency,
has placed Credcos long-term debt on Creditwatch with negative
implications. The rating agencies regularly evaluate Credco, and their ratings
of Credcos long-term
and short-term debt are based on a number of factors, including Credcos
 financial strength as well as factors not entirely within Credcos control,
 including conditions affecting the financial services industry generally. In
 light of the difficulties in the financial services industry and the financial
 markets, there can be no assurance that Credco will maintain its current credit
ratings. Failure to maintain those ratings could, among other things, adversely
limit Credcos access to the capital markets and adversely affect the cost
and other terms upon which Credco is able to obtain funding and increase our
cost of capital. In addition, a
downgrade of the short-term ratings of Credco below its current P-1/A-1/F1
ratings by two or more rating agencies would restrict Credcos ability to
participate in the CPFF established by the Federal Reserve Bank of New York,
which would have a material adverse effect on Credcos liquidity and its
ability to fund charge card receivables and credit card loans. Credco cannot
predict what actions rating agencies may take. As with other companies in the
financial services industry, Credcos ratings could be downgraded at any time
and without any notice by any of the rating agencies.


Item
5. OTHER INFORMATION

The following is provided pursuant
to Item 1.01 - Entry into a Material Definitive Agreement of Form 8-K: On
October 30, 2008, Credco entered into amended and restated agreements for the
sale and purchase of receivables with each of Centurion Bank and FSB. Credco,
Centurion Bank and FSB are each wholly-owned subsidiaries of TRS, which is a
wholly-owned subsidiary of American Express. The agreements were amended to
provide for the suspension from time to time of the sale of American Express
charge card receivables by each of Centurion Bank or FSB to Credco, or of the
purchase by Credco of such receivables, upon written notice from either party
to each agreement to the other party. Copies of the restated and amended
agreements are being filed with this report.


Item
6. EXHIBITS

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


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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:
 November 4, 2008 | By | /s/
 Christopher S. Forno                                         
|                        |    |                                                                   
|                        |    | Christopher
 S. Forno                                             
|                        |    | President
 and Chief Executive Officer                            
|                        |    |                                                                   
|DATE:
 November 4, 2008 | By | /s/ Lawrence
 A. Belmonte                                         
|                        |    |                                                                   
|                        |    | Lawrence A.
 Belmonte
 Vice President and Chief Accounting Officer

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AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                                       |  |                                                                                                                                                  
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|             |  | Description                                                                                                                                                                           |  | How Filed                                                                                                                                        
|             |  |                                                                                                                                                                                       |  |                                                                                                                                                  
|Exhibit 4.1  |  | Form of Medium-Term NoteMaster Note relating
    to American Express Credit Corporation's InterNotes® program.                                                                       |  | Incorporated by reference to Exhibit 4 to Registrant's
      Current Report on Form 8-K (Commission File No. 1-6908) dated August 25,
      2008.
|             |  |                                                                                                                                                                                       |  |                                                                                                                                                  
|Exhibit 10.1 |  | Amended and
 Restated Agreement for Sale and Purchase of Receivables dated as of October
 30, 2008, between American Express Centurion Bank and American Express Credit
 Corporation. |  | Electronically
 filed herewith.                                                                                                                  
|            
|Exhibit 10.2 |  | Amended and
 Restated Agreement for Sale and Purchase of Receivables dated as of October
 30, 2008, between American Express Bank, FSB and American Express Credit
 Corporation.      |  | Electronically
 filed herewith.                                                                                                                  
|            
|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 David L. Yowan, 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 David L. Yowan, 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

---