UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008OR(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from ____ to ____Commission File No. 1-6908AMERICAN 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.Yesx   Noo

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. (Check one):

|                           |  |                           
|-------------------------- |  | --------------------------
|Large accelerated filer  o |  | 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).Yeso   Nox

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

|                                        |  |                           
|--------------------------------------- |  | --------------------------
|Class                                   |  | Outstanding at May 7, 2008
|Common Stock (par value $.10 per share) |  | 1,504,938 Shares          

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AMERICAN EXPRESS CREDIT CORPORATIONFORM 10-QINDEX

|         |                       |                                                       |  |         
|-------- | --------------------- | ----------------------------------------------------- |  | --------
|         |                       |                                                       |  | Page No.
|PART I.  | FINANCIAL INFORMATION |                                                       | 
|         |                       |                                                       |  |         
|         | Item 1.               | Financial Statements                                  |  |         
|         |                       | Consolidated Statements of Income and Retained        |  |         
|         |                       | Earnings  Three months ended March 31, 2008 and 2007 |  | 3       
|         |                       |                                                       |  |         
|         |                       | Consolidated Balance Sheets                          |  |         
|         |                       | March 31, 2008 and December 31, 2007                  |  | 4       
|         |                       |                                                       |  |         
|         |                       | Consolidated Statements of Cash Flows                |  |         
|         |                       | Three months ended March 31, 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                               |  | 20      
|         |                       |                                                       | 
|PART II. | OTHER INFORMATION     |                                                       | 
|         |                       |                                                       |  |         
|         | Item 6.               | Exhibits                                              |  | 21      
|         |                       |                                                       |  |         
|         |                       | Signatures                                            |  | 22      
|         |                       |                                                       |  |         
|         |                       | Exhibit Index                                         |  | E-1     

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AMERICAN EXPRESS CREDIT CORPORATION

PART I.  FINANCIAL INFORMATIONItem 1.  FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOMEAND RETAINED EARNINGS(Millions)(Unaudited)

|                                                                    |                    |       |   |  |      |      
|------------------------------------------------------------------- | ------------------ | ----- | - |  | ---- | -----
|                                                                    | Three Months Ended
|                                                                    | March 31,         
|                                                                    |                    | 2008  |   |  | 2007
|                                                                   
|Revenues                                                            |                    |       |   |  |      |      
|                                                                   
|Discount revenue earned from purchased                              |                    |       |   |  |      |      
|cardmember receivables and loans                                    | $                  | 654   |   |  | $    | 662  
|Interest income from affiliates                                     |                    | 188   |   |  |      | 148  
|Interest income from investments                                    |                    | 72    |   |  |      | 67   
|Finance revenue                                                     |                    | 15    |   |  |      | 12   
|Other                                                               |                    | 1     |   |  |      | 4    
|Total revenues                                                      |                    | 930   |   |  |      | 893  
|                                                                   
|Expenses                                                            |                    |       |   |  |      |      
|                                                                   
|Provision for losses, net of recoveries: 2008, $42;
      2007, $46 |                    | 248   |   |  |      | 160  
|Interest expense                                                    |                    | 377   |   |  |      | 379  
|Interest expense to affiliates                                      |                    | 83    |   |  |      | 113  
|Service fees to affiliates                                          |                    | 51    |   |  |      | 45   
|Other                                                               |                    | 1     |   |  |      | 1    
|Total expenses                                                      |                    | 760   |   |  |      | 698  
|                                                                   
|Pretax income                                                       |                    | 170   |   |  |      | 195  
|Income tax provision                                                |                    | 16    |   |  |      | 23   
|Net income                                                          |                    | 154   |   |  |      | 172  
|Retained earnings at beginning of period                            |                    | 3,157 |   |  |      | 3,202
|Dividends                                                           |                    | (125  | ) |  |      | (150)
|Adoption of FIN 48                                                  |                    | -     |   |  |      | (15) 
|Retained earnings at end of period                                  | $                  | 3,186 |   |  | $    | 3,209

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATIONCONSOLIDATED BALANCE SHEETS(Millions, except share data)(Unaudited)

|                                                              |   |           |  |              |       
|------------------------------------------------------------- | - | --------- |  | ------------ | ------
|                                                              |   | March 31, |  | December 31,
|                                                              |   | 2008      |  | 2007        
|                                                             
|Assets                                                        |   |           |  |              |       
|                                                             
|Cash and cash equivalents                                     | $ | 7,548     |  | $            | 2,925 
|Investment securities                                         |   | 2,098     |  |              | 2,074 
|Investment securities restricted                              |   | 984       |  |              | 970   
|Cardmember receivables, less reserves: 2008, $880; 2007, $831 |   | 23,705    |  |              | 25,504
|Cardmember loans, less reserves: 2008, $10; 2007, $10         |   | 398       |  |              | 393   
|Loans to affiliates                                           |   | 11,633    |  |              | 11,201
|Deferred charges and other assets                             |   | 475       |  |              | 409   
|Due from affiliates                                           |   | 4,123     |  |              | 2,367 
|Total assets                                                  | $ | 50,964    |  | $            | 45,843
|                                                             
|Liabilities and Shareholders Equity                          |   |           |  |              |       
|                                                             
|Short-term debt                                               | $ | 14,639    |  | $            | 11,093
|Short-term debt to affiliates                                 |   | 11,887    |  |              | 8,682 
|Current portion of long-term debt                             |   | 6,081     |  |              | 7,411 
|Long-term debt                                                |   | 14,301    |  |              | 14,872
|Total debt                                                    |   | 46,908    |  |              | 42,058
|Accrued interest and other liabilities                        |   | 568       |  |              | 339   
|Total liabilities                                             |   | 47,476    |  |              | 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                                             |   | 3,186     |  |              | 3,157 
|Accumulated other comprehensive income (loss), net of tax:    |   |           |  |              |       
|Net unrealized securities gains                               |   | 54        |  |              | 28    
|Net unrealized derivatives losses                             |   | (76)      |  |              | (30)  
|Foreign currency translation adjustments                      |   | 162       |  |              | 129   
|Total accumulated other comprehensive income                  |   | 140       |  |              | 127   
|Total shareholders equity                                    |   | 3,488     |  |              | 3,446 
|Total liabilities and shareholders equity                    | $ | 50,964    |  | $            | 45,843

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(Millions)(Unaudited)

|                                                                         | Three
    Months Ended
|------------------------------------------------------------------------ | ----------------------
|                                                                         | March
    31,         
|                                                                         |                       
|Cash Flows from Operating Activities                                     |                       
|Net income                                                               | $                     
|Adjustments to reconcile net income to net cash                          |                       
|provided by operating
         activities:                               |                       
|Provision for losses                                                     |                       
|Amortization and other                                                   |                       
|Deferred taxes                                                           |                       
|Changes in operating assets and liabilities:                             |                       
|Due from affiliates                                                      |                       
|Other operating assets and liabilities                                   |                       
|Net cash provided by operating activities                                |                       
|Cash Flows from Investing Activities                                     |                       
|Net decrease in cardmember receivables and loans                         |                       
|Purchase of investments                                                  |                       
|Maturities of investments                                                |                       
|Net (increase) decrease in loans to affiliates                           |                       
|Net (increase) decrease in due from affiliates                           |                       
|Net cash (used in) provided by investing activities                      |                       
|Cash Flows from Financing Activities                                     |                       
|Net increase (decrease) in short-term debt to affiliates with maturities |                       
|of ninety days or less                                                   |                       
|Net increase in short-term debt with maturities of ninety days or less   |                       
|Issuance of debt                                                         |                       
|Redemption of debt                                                       |                       
|Dividends paid                                                           |                       
|Net cash provided by (used in) financing activities                      |                       
|Effect of exchange rate changes on cash and cash equivalents             |                       
|Net increase in cash and cash equivalents                                |                       
|Cash and cash equivalents at beginning of period                         |                       
|Cash and cash equivalents at end of period                               | $                     

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATIONNOTES 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. 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. 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 was through the expanded disclosure requirements. There were no impacts to the Consolidated Financial Statements. Refer to Note 4 for further
details on Credcos partial adoption of SFAS No. 157. 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 for any additional financial assets or financial liabilities under
SFAS No. 159.


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AMERICAN EXPRESS CREDIT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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 the following
        accounting standards which are effective for Credco beginning January
        1, 2009. Credco is currently evaluating the impact of these accounting
        standards. 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
FASB Statement No. 133 requiring enhanced disclosures about Credcos
derivative and hedging activities. Credco is required to provide enhanced
disclosures about (a) how and why it uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under FASB
Statement 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,
with comparative disclosures of earlier periods encouraged upon initial
adoption.FSP No. FAS 140-3 Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions (FAS
140-3) applies to repurchase financings, which are repurchase transactions that
relate to previously transferred financial assets between the same counterparties
(or the consolidated affiliates of either counterparty), that are entered into
contemporaneously with, or in contemplation of, the initial transfer. FSP FAS
140-3 establishes criteria that may require the previously transferred assets
and the repurchase transaction to be linked, therefore altering the financial
reporting outcome of the transaction. Historically, these types of transactions
have been accounted for separately, the initial transaction accounted for as a
sale and the subsequent transaction as a repurchase. Credco does not believe it
has any transactions falling within the scope of FSP FAS 140-3, however, Credco
is currently evaluating this assessment.


2.Investment Securities

The following is a summary of investment securities
at March 31, 2008 and December 31, 2007: Available-for-Sale
  
  2008
  
  
  
  
  
  
  
  2007Gross
  
  Gross
  
  Estimated
  
  
  
  
  Gross
  
  Gross
  
  EstimatedUnrealized
  
  Unrealized
  
  Fair
  
  
  
  
  Unrealized
  
  Unrealized
  
  Fair(Millions)
  
  Cost
  
  Gains
  
  Losses
  
  Value
  
  Cost
  
  Gains
  
  Losses
  
  ValueU.S. Treasury and governmentagency securities
  
  $
  2,049
  
  $
  49
  
  $
  -
  
  $
  2,098
  
  $
  2,048
  
  $
  26
  
  $
  -
  
  $
  2,074U.S. Treasury and governmentagency securities  restricted(a)
  
  
  950
  
  
  34
  
  
  -
  
  
  984
  
  
  953
  
  
  17
  
  
  -
  
  
  970Total
  
  $
  2,999
  
  $
  83
  
  $
  -
  
  $
  3,082
  
  $
  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.  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 three months ended March 31, 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 market 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


- 7 -

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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:

| |                                          |  |                    |      |      |  |   |     | 
| | ---------------------------------------- |  | ------------------ | ---- | ---- |  | - | --- | 
| |                                          |  | Three Months Ended
| | (Millions)                               |  | March 31,         
| |                                          |  | 2008               |      | 2007
| | Net income                               |  | $                  | 154  |      |  | $ | 172 | 
| | Other comprehensive income (loss):       |  |                    |      |      |  |  
| | Net unrealized securities gains          |  |                    | 26   |      |  |   | 1   | 
| | Net unrealized derivatives losses        |  |                    | (46) |      |  |   | (4) | 
| | Foreign currency translation adjustments |  |                    | 33   |      |  |   | 14  | 
| | Total                                    |  | $                  | 167  |      |  | $ | 183 | 

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. 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 retained
interest in a securitization trust. (Level 3)

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

The following table presents Credcos financial instruments carried at fair value as of March 31, 2008, by caption on the Consolidated Balance Sheet and by SFAS No. 157 fair value hierarchy (as described
previously). Total Carrying Valuein the ConsolidatedBalance Sheet
  
  Fair Value(Millions)
  
  
  at March 31, 2008
  
  Hierarchy Level (a)AssetsInvestment securities (b)
  
  $
  3,082
  
  2Deferred charges and other assets -Derivatives, net (c)
  
  
  120
  
  2Total assets at fair value
  
  $
  3,202LiabilitiesAccrued interest and other liabilities Derivatives, net (c)
  
  $
  162
  
  2Total liabilities at fair value
  
  $
  162


(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 March 31, 2008, $1
million has been offset against the derivative assets and liabilities and represents
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 MethodologiesThe 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 SecuritiesThe
fair market values for Credcos investments are obtained primarily from
third-party pricing vendors engaged by Credco. When available, quoted market
prices are used to determine fair value. Where 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
 vary depending on the type of security being priced but are typically benchmark
yields, reported trades, broker-dealer quotes, and benchmarking of like securities.
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. All of Credcos investment
securities are classified as Level 2 of the fair value hierarchy.


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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

Credco has a thorough and documented understanding of the valuation techniques used by its pricing vendors. In addition, Credco corroborates the prices provided by its pricing vendors 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, netThe 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. Credco mitigates derivative credit risk by transacting with
highly rated counterparties, and where possible entering into legally enforceable master netting agreements which reduce credit risk by permitting the netting of transactions with the same counterparty upon occurrence of certain events. Management
has evaluated the credit and nonperformance risks associated with its 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 taxable income of Credco is included in the consolidated U.S. federal income tax return of American Express. Under an agreement with TRS, taxes are recognized on a separate company
basis. If benefits for 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. American Express is currently under examination by the IRS for the years 1997- 2004. Credco had approximately $72 million and $55 million of unrecognized tax benefits at March 31, 2008 and December 31, 2007, respectively. The change is primarily due to an increase in unrecognized tax
benefits relating to the attribution of taxable income to a particular jurisdiction or jurisdictions. Credco routinely assesses the likelihood of additional assessments in each of the taxing jurisdictions 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 will significantly increase or decrease within the next twelve months. Due to the


- 10 -

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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 9 percent for the three months ended March 31, 2008, compared with 7 percent for the full year 2007.


- 11 -

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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 card and Sign & Travel ® ,
  although interest-bearing and revolving loans are primarily funded by subsidiaries
  of TRS other than Credco. American Express cards and American Express credit
  cards are collectively referred to herein as the Card. Results of Operations for the
        Three Months Ended March 31, 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
      decreased 10 percent to $154 million for the three months ended March
      31, 2008, as compared to the three months ended March 31, 2007. The year-over-year
      decrease was primarily due to an increase in provision for losses, net
      of recoveries and loan service fees, partially offset by an increase in
      interest income earned on loans to affiliates and investments. The following table summarizes the
      changes attributable to the increase (decrease) in key revenue and expense
      accounts for the three month period ended March 31, 2008, compared with
      the three month period ended March 31, 2007 (millions):


|                                                                           |  |   |     |  
|-------------------------------------------------------------------------- |  | - | --- | -
|Discount revenue earned on purchased
    cardmember receivables and loans: |  |   |     |  
|Volume
    of receivables purchased                                        |  | $ | (12 | )
|Discount
    rates                                                         |  |   | 4   |  
|Total                                                                      |  | $ | (8  | )
|Interest income from affiliates:                                           |  |   |     |  
|Average
    loans to affiliates                                            |  | $ | 35  |  
|Interest
    rates                                                         |  |   | 5   |  
|Total                                                                      |  | $ | 40  |  
|Interest income from investments:                                          |  |   |     |  
|Average
    investments outstanding                                        |  | $ | 33  |  
|Interest
    rates                                                         |  |   | (28 | )
|Total                                                                      |  | $ | 5   |  
|Provision for losses, net of recoveries:                                   |  |   |     |  
|Volume
    of receivables and loans purchased                              |  | $ | (3  | )
|Provision
    rates and volume of recoveries                               |  |   | 91  |  
|Total                                                                      |  | $ | 88  |  



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AMERICAN EXPRESS CREDIT CORPORATION

|                                |  |   |     |  
|------------------------------- |  | - | --- | -
|Interest expense:               |  |   |     |  
|Average debt outstanding        |  | $ | 62  |  
|Interest rates                  |  |   | (64 | )
|Total                           |  | $ | (2  | )
|Interest expense to affiliates: |  |   |     |  
|Average debt outstanding        |  | $ | 8   |  
|Interest rates                  |  |   | (38 | )
|Total                           |  | $ | (30 | )

Discount Revenue Earned on Purchased Cardmember Receivables and Loans

Discount revenue decreased 1 percent or $8 million to $654 million for the three months ended March 31, 2008, as compared to the three months ended March 31, 2007, primarily due to a decrease in volume of
receivables purchased, partially offset by a higher discount rate. Volume of receivables and loans purchased for the three months ended March 31, 2008, was 2 percent lower than the same period a year ago; purchased volume does not include those
cardmember receivables transferred with recourse to Credco and cardmember receivables and loans funded by loans to affiliates. Discount rates, which vary over time due to changes in market interest rates or changes in the collectibility of
cardmember receivables, increased an average of approximately 1 basis point compared to the three months ended March 31, 2007.

Interest Income from Affiliates

Interest income from affiliates increased 27 percent or $40 million to $188 million for the three months ended March 31, 2008, as compared to the three months ended March 31, 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
below. The average interest rate charged to affiliates during the three months ended March 31, 2008, was 4 basis points higher than the average interest rate charged to affiliates in the same three month period a year ago.

Interest Income from Investments

Interest income from investments increased 7 percent
or $5 million to $72
million for the three months ended March 31, 2008, as compared to the three months
ended March 31, 2007. The year-over-year increase is due to an increase in the
average outstanding of cash and cash equivalents offset by the decrease of the
average interest rate on the total investment portfolio of approximately 35 basis
points for the three months ended March 31, 2008, as compared to the same three
month period a year ago. The increase in cash reflects the issuance of short-term and long-term debt that was in excess of Credcos business operating needs, and the investment of the proceeds in cash equivalents.

Provision for Losses, Net of Recoveries

The provision for losses, net of recoveries increased 55 percent or $88 million to $248 million for the three months ended March 31, 2008, as compared to the three months ended
March 31, 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.

Interest Expense and Interest Expense to Affiliates

Interest expense and interest expense to affiliates decreased 1 percent and 27 percent, respectively, for the three months ended March 31, 2008, as compared to the same period a year ago, due to lower interest rates. The
average interest rate on debt outstanding during the three months ended March 31, 2008, was 19 basis points lower than the same period a year ago. The average rate due to affiliates during the three months ended March 31, 2008, was 41 basis points
lower than the same period a year ago.

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AMERICAN EXPRESS CREDIT CORPORATION

Service Fees to Affiliates

Credco pays fees to affiliates for the related servicing of the receivables purchased. Service fees to affiliates increased 13 percent or $6 million to $51 million for the three months ended March 31, 2008, as
compared to the three months ended March 31, 2007, due to an increase in servicing provided by service level agreements with affiliates.

Income Taxes

Credco's effective tax rate for the three months ended March 31, 2008 was 9 percent compared with 12 percent for the three month period ended March 31, 2007. The effective tax rate was lower in 2008 as compared to 2007,
primarily as a result of an increase in the proportion of foreign subsidiary pretax income to total pretax income.

Cardmember Receivables

At March 31, 2008 and December 31, 2007, Credco owned $24.6 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 March 31, 2008 and December 31, 2007, CRC owned approximately $4.0 billion and $5.7 billion, respectively, of participation interests purchased from RFC V. On April 3, 2008, CRC sold back
$893 million, net of reserve, of gross sellers interest in the charge cardmember receivables to RFC V. RFC V securitized $914 million of charge cardmember receivables through the transfer of those assets to American Express Issuance
Trust (AEIT), which in turn issued notes to third-party investors collateralized by the transferred assets.

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

|                                                                |   |           |   |   |              |   |   |           |   |  | 
|--------------------------------------------------------------- | - | --------- | - | - | ------------ | - | - | --------- | - |  | 
|                                                                |   | March 31, |   |   | December 31, |   |   | March 31, |  
|As of and for three months ended (Millions, except percentages) |   | 2008      |   |   | 2007         |   |   | 2007      |  
|Total cardmember receivables                                    | $ | 24,585    |   | $ | 26,335       |   | $ | 25,487    |  
|90 days past due as a % of total                                |   | 4.4       | % |   | 4.0          | % |   | 3.6       | %
|Loss reserves                                                   | $ | 880       |   | $ | 831          |   | $ | 738       |  
|as a % of receivables                                           |   | 3.6       | % |   | 3.2          | % |   | 2.9       | %
|as a % of 90 days past due                                      |   | 81        | % |   | 77           | % |   | 80        | %
|Write-offs, net of recoveries                                   | $ | 191       |   | $ | 182          |   | $ | 159       |  
|Net write-off rate (1)                                          |   | 0.29      | % |   | 0.24         | % |   | 0.24      | %
|Average life of cardmember receivables (in days) (2)            |   | 34        |   |   | 32           |   |   | 35        |  

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

Cardmember receivables owned at March 31, 2008 decreased
approximately $1.7 billion from December 31, 2007, as a result of lower consumer,
small business and corporate cardmember receivables purchased during the three
 months ended March 31, 2008, as well as the effect of changing certain international
funding strategies, which resulted in a shift in the mix of cardmember receivables
and loans to affiliates. The cardmember receivables purchased for the three months
 ended March 31, 2008, decreased approximately 2 percent from the cardmember
receivables purchased during the three months ended March 31, 2007.

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AMERICAN EXPRESS CREDIT CORPORATION

Reserves for Cardmember Receivables and Cardmember Loans

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

| |                               |  |   |           |   |  |   |           |  
| | ----------------------------- |  | - | --------- | - |  | - | --------- | -
| |                               |  |   | March 31, |   |  |   | March 31, |  
| | Three months ended (Millions) |  |   | 2008      |   |  |   | 2007      |  
| | Balance, beginning of period  |  | $ | 841       |   |  | $ | 749       |  
| | Provision for losses (1)      |  |   | 248       |   |  |   | 160       |  
| | Accounts written-off (1)      |  |   | (194      | ) |  |   | (161      | )
| | Other                         |  |   | (5        | ) |  |   | -         |  
| | Balance, end of period        |  | $ | 890       |   |  | $ | 748       |  

(1) Includes recoveries on accounts previously written-off of $42 million and $46 million during the three months ended March 31, 2008 and 2007, respectively.

Loans to Affiliates

Components of loans to affiliates were as follows:

| |                                            |  |   |           |  |   |              |  |   |          
| | ------------------------------------------ |  | - | --------- |  | - | ------------ |  | - | ---------
| |                                            |  |   | March 31, |  |   | December 31, |  |   | March 31,
| | (Millions)                                 |  |   | 2008      |  |   | 2007         |  |   | 2007     
| | TRS Subsidiaries:                          |  |   |           |  |   |              |  |   |          
| | American Express Australia Limited         |  | $ | 3,942     |  | $ | 3,897        |  | $ | 3,550    
| | American Express Services Europe Limited   |  |   | 3,776     |  |   | 3,659        |  |   | 3,414    
| | Amex Bank of Canada                        |  |   | 2,605     |  |   | 2,664        |  |   | 2,181    
| | American Express International, Inc.       |  |   | 849       |  |   | 535          |  |   | 105      
| | American Express Co. (Mexico) S.A. De C.V. |  |   | 461       |  |   | 446          |  |   | 352      
| | Total                                      |  | $ | 11,633    |  | $ | 11,201       |  | $ | 9,602    

Changes to certain international funding strategies 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 that are collateralized by approximately $8.2 billion of
the underlying cardmember receivables transferred with recourse. In 2007, Credco implemented a similar funding strategy in Mexico that resulted in an increase in loans to affiliates. Beginning prospectively on September 30, 2007, certain cardmember
receivables were reclassified to loans to affiliates. The remaining increase in loans to affiliates was due to overall business growth.

During the first quarter of 2008, Credco increased its loan to American Express International, Inc. by $323 million.

Due from Affiliates

At March 31, 2008 and December 31, 2007, due from affiliates was $4.1 billion and $2.4 billion, respectively. 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. The increase in the balance from December 31, 2007, to March 31, 2008, is primarily driven by settlement cut-off timing and seasonality.

Impact of Credit and Capital Markets Environment

Overview

In December 2007, Credco began to feel the effects of the weakening U.S. economy as past-due and write-off rates for U.S. cardmembers increased. In the latter part of 2007, there was also significant
volatility in the capital markets, particularly for the valuations of mortgage-backed and other asset-backed structured products as well as in the issuance cost and availability of short-term, asset-backed debt for certain issuers. These trends
continued

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AMERICAN EXPRESS CREDIT CORPORATION

into the first quarter of 2008. At March 31, 2008, Credco did not hold any mortgage-backed and asset-backed securities in its investment portfolio.

U.S. Cardmember Receivables

In the first quarter of 2008, there was a slower growth rate in U.S. cardmember receivables compared to recent quarters. The slow down in growth rate is primarily driven by a weaker U.S. macro economic environment. Also, as
expected, Credco saw a rise in delinquencies in its U.S. receivables portfolio in the first quarter, particularly in areas hardest hit by declines in the housing market.

Investment Portfolio

Credcos investment portfolio primarily supports its contingent liquidity strategy. As a result, Credco generally holds investments to maturity. However, management may sell securities prior to maturity due to changes
in Credcos business goals, liquidity needs, and the market environment. At March 31, 2008, Credco owned approximately $3.1 billion of U.S. Treasury and government agency securities (Fannie Mae and Freddie Mac). The current credit market
environment had a small positive impact on the values of U.S. Treasury and government agency securities.

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
in the  first quarter of 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.

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.

Despite the turmoil in the fixed-income capital markets that emerged in the second half of 2007 and continued into 2008, Credco had access to financing through its existing funding sources in excess of needs to satisfy
maturing obligations and to fund its business growth.

Credco will continue to evaluate its alternative sources of funding and seek the mix that achieves 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 and mix of financing it obtains in the future from its existing funding sources. Specifically, a lack of investor demand in sectors of the debt capital market, such as for 1-to-5 year unsecured
floating rate debt or commercial paper, could alter Credcos funding mix.
In such cases, Credco could increase its issuance of longer-term debt.

Credit ratings have a significant impact on the borrowing costs of Credco. There have been no changes in Credcos credit ratings during the first quarter of 2008.

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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.

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. 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 $7.5 billion and $2.9 billion at March 31, 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 and equity
capital. Credco has readily sold the volume of commercial paper necessary to
meet its funding needs as well as to cover the daily maturities of commercial
paper issued.

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AMERICAN EXPRESS CREDIT CORPORATION

The commercial paper market represents the primary source of short-term funding for Credco. Credcos commercial paper, a widely recognized name among short-term investors, was as follows:

| |                                         |  |   |           |   |  |  |              |      |  
| | --------------------------------------- |  | - | --------- | - |  |  | ------------ | ---- | -
| |                                         |  |   | March 31, |   |  |  | December 31, |      |  
| | (Billions, except percentages)          |  |   | 2008      |   |  |  | 2007         |      |  
|
| | Commercial paper outstanding            |  | $ | 14.1      |   |  |  | $            | 10.5 |  
| | Average commercial paper outstanding    |  | $ | 11.6      |   |  |  | $            | 7.8  |  
| | Net short-term debt outstanding(1)      |  | $ | 6.8       |   |  |  | $            | 7.9  |  
| | Total back-up liquidity coverage of net |  |   |           |   |  |  |              |     
| | short-term debt(2)                      |  |   | 162       | % |  |  |              | 140  | %

|(1) | Credco currently
          manages the level of short-term debt outstanding such that its total
          back-up liquidity, including 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Based on the maximum
          available borrowings under bank credit facilities and term liquidity
          portfolio investment securities.                                                                                                                                                                                                                                                                                          
|   

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 wide range of maturities to diversify the refinancing requirements in future periods.

Credco had the following long-term debt outstanding:

| |                            |  |   |           |  |   |             
| | -------------------------- |  | - | --------- |  | - | ------------
| |                            |  |   | March 31, |  |   | December 31,
| | (Billions)                 |  |   | 2008      |  |   | 2007        
|
| | Long-term debt outstanding |  | $ | 20.4      |  | $ | 22.3        
| | Average long-term debt     |  | $ | 22.0      |  | $ | 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 three months ended March 31, 2008, Credco did not issue debt securities from its U.S. shelf registration. At March 31, 2008, Credco had $11.4 billion of debt securities outstanding,
issued under the SEC registration statements.

Credco, TRS, American Express Overseas Credit Corporation Limited (AEOCC), American Express Centurion Bank, and American Express Bank, FSB have established a program for the issuance, outside the United States, of debt
instruments to be listed on the Luxembourg Stock Exchange. As of March 31, 2008, the maximum aggregate principal amount of debt instruments outstanding at any one time under the program may not exceed $10.0 billion. The proceeds of these
issuances are used for financing operations, including the purchase of receivables and the repayment of previously issued debt. At March 31, 2008, $4.2 billion was outstanding under this program, of which $2.9 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 $5.5 billion. During the three months ended March 31, 2008, no notes were issued under this program.
At March 31, 2008, approximately $4.7 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. Also during that quarter, Cancredco borrowed approximately $295 million from the Bank of Montreal under a credit agreement guaranteed by Credco. The proceeds were used to pay the long-term notes under this program that
had matured. On April 14, 2008, Cancredco repaid this loan.

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AMERICAN EXPRESS CREDIT CORPORATION

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. On April 11, 2008, Cancredco issued approximately $492 million of medium-term notes. The financial results of Cancredco
are included in the consolidated financial results of Credco.

Credco paid cash dividends of $125 million to TRS during the three months ended March 31, 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.

Committed Bank Credit Facilities

Credco maintained committed bank credit facilities at March 31, 2008 as follows:

|             |  |   |       |  |   |          |  |   |        
|------------ |  | - | ----- |  | - | -------- |  | - | -------
|             |  |   |       |  |   | American |  |   |        
|(Billions)   |  |   | Total |  |   | Express  |  |   | Credco 
|Committed(a) |  | $ | 11.8  |  | $ | 1.2      |  | $ | 10.6(b)
|Outstanding  |  | $ | 3.6   |  | $ | -        |  | $ | 3.6    

|(a) | Included is $3.3 billion related to the Australian credit facility and $295 million related to the Canadian credit facility.                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Credco has the right to borrow a maximum amount of $11.8 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) |   |     
| | 2008       | $ | 0.3 
| | 2010       |   | 1.9 
| | 2011       |   | 2.8 
| | 2012       |   | 6.8 
| | Total      | $ | 11.8

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 1.37, for the three months
ended March 31, 2008. The ratio of earnings to fixed charges for American Express
for the three months ended March 31, 2008 was 2.35.

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

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AMERICAN EXPRESS CREDIT CORPORATION

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 and the rate of bankruptcies, which can affect spending on card products and debt payments by individual and corporate customers;
- Credcos ability to accurately estimate the provision for losses in Credcos outstanding portfolio of cardmember receivables and loans;
- fluctuations in foreign currency exchange rates;
- negative changes in Credcos credit ratings, which could result in decreased liquidity and higher borrowing costs;
- the potential failure of the U.S. Congress to extend the active financing exception to Subpart F of the Internal Revenue Code, which is scheduled to expire at the end of 2008 and could increase Credcos effective tax rate;
- changes in laws or government regulations affecting American Express Companys 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; and
- the impact on American Express Companys business resulting from continuing geopolitical uncertainty.

OTHER REPORTING MATTERSAccounting 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 INFORMATIONItem 6. EXHIBITS

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

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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: | May 7, 2008 |  | By |  | /s/ Christopher S. Forno                   
|      |             |  |    |  | Christopher S. Forno                       
|      |             |  |    |  | President and Chief Executive Officer      
|     
|     
|DATE: | May 7, 2008 |  | By |  | /s/ Lawrence A. Belmonte                   
|      |             |  |    |  | Lawrence A. Belmonte                       
|      |             |  |    |  | Vice President and Chief Accounting Officer

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AMERICAN EXPRESS CREDIT CORPORATIONEXHIBIT INDEXPursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                                                                                                                                                                                                |  |                               
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------
|             |  | Description                                                                                                                                                                                                                                                                                                                                    |  | How Filed                     
|            
|Exhibit 4    |  | The registrant hereby agrees to furnish
      the Commission, upon request, with copies of the instruments defining the
      rights of holders of each issue of long-term debt of the registrant for
      which the total amount of securities authorized thereunder does not exceed
      10 percent of the total assets of the registrant. |  |                               
|            
|Exhibit 12.1 |  | Computation in Support of Ratio of                                                                                                                                                                                                                                                                                                             |  | Electronically filed herewith.
|             |  | Earnings to Fixed Charges of American                                                                                                                                                                                                                                                                                                          |  |                               
|             |  | Express Credit Corporation.                                                                                                                                                                                                                                                                                                                    |  |                               
|            
|Exhibit 12.2 |  | Computation in Support of Ratio of                                                                                                                                                                                                                                                                                                             |  | Electronically filed herewith.
|             |  | Earnings to Fixed Charges of American Express                                                                                                                                                                                                                                                                                                  |  |                               
|             |  | Company.                                                                                                                                                                                                                                                                                                                                       |  |                               
|            
|Exhibit 31.1 |  | Certification of Christopher S. Forno, Chief                                                                                                                                                                                                                                                                                                   |  | Electronically filed herewith.
|             |  | Executive Officer, pursuant to Rule 13a-14(a)                                                                                                                                                                                                                                                                                                  |  |                               
|             |  | promulgated under the Securities Exchange Act                                                                                                                                                                                                                                                                                                  |  |                               
|             |  | of 1934, as amended.                                                                                                                                                                                                                                                                                                                           |  |                               
|            
|Exhibit 31.2 |  | Certification of David L. Yowan, Chief                                                                                                                                                                                                                                                                                                         |  | Electronically filed herewith.
|             |  | Financial Officer, pursuant to Rule 13a-14(a)                                                                                                                                                                                                                                                                                                  |  |                               
|             |  | promulgated under the Securities Exchange Act                                                                                                                                                                                                                                                                                                  |  |                               
|             |  | of 1934, as amended.                                                                                                                                                                                                                                                                                                                           |  |                               
|            
|Exhibit 32.1 |  | Certification of Christopher S. Forno, Chief                                                                                                                                                                                                                                                                                                   |  | Electronically filed herewith.
|             |  | Executive Officer, pursuant to 18 U.S.C.                                                                                                                                                                                                                                                                                                       |  |                               
|             |  | Section 1350, as adopted pursuant to Section                                                                                                                                                                                                                                                                                                   |  |                               
|             |  | 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                         |  |                               
|            
|Exhibit 32.2 |  | Certification of David L. Yowan, Chief                                                                                                                                                                                                                                                                                                         |  | Electronically filed herewith.
|             |  | Financial Officer, pursuant to 18 U.S.C. Section                                                                                                                                                                                                                                                                                               |  |                               
|             |  | 1350, as adopted pursuant to Section 906 of the                                                                                                                                                                                                                                                                                                |  |                               
|             |  | Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                    |  |                               

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