Exhibit 99.4
                            Certification Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I,  Philip  C.  Wentzel,   the  Chief  Financial  Officer  of  American  Express
Certificate Company, certify that:

1.       I have reviewed this annual report on Form 10K of American Express
         Certificate Company;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements are made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)   designed such  disclosure  controls and procedures to ensure that
              material  information  relating to the registrant,  including its
              consolidated  subsidiaries,  is made known to us by others within
              those  entities,  particularly  during  the  period in which this
              annual report is being prepared;

         b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
              controls and  procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         c)   presented  in  this  annual  report  our  conclusions  about  the
              effectiveness of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or person
         performing the equivalent functions):

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         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.





                                                /s/ Philip C. Wentzel
                                                ----------------------
                                           Name:    Philip C. Wentzel
                                           Title:   Chief Financial Officer
                                           Date:    March 20, 2003