UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


    |X| ANNUAL REPORT PURSUANT TO SECTION 30 OF THE INVESTMENT COMPANY ACT OF
            1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

            |_| 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. 2-23772
                      American Express Certificate Company
             (Exact name of registrant as specified in its charter)

               Delaware                                         41-6009975
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)


       52 AXP Financial Center
        Minneapolis, Minnesota                                    55474
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (612) 671-3131
           Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange
Title of each class                                on which registered
-----------------------                            ----------------------------
None                                               None

        Securities registered pursuant to Section 12(g) of the Act: None

    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.    Yes __X__ No _____

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes _____ No __X__

    As of December 31, 2003, there were no voting shares held by non-affiliates
of the registrant. Common shares of the registrant outstanding at March 29, 2004
were 150,000.

                       Documents Incorporated By Reference
                                      None

The registrant meets the conditions set forth in General Instructions I (1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
<PAGE>

                                EXPLANATORY NOTE

American Express Certificate Company ("AECC") is hereby amending this Annual
Report on Form 10-K for the fiscal year ended December 31, 2003 to reflect the
addition of information required by Part III, Item 14. of the report, which was
inadvertently omitted from the original report due to an error on the part of
the service provider assisting AECC with the filing of the report. Except for
the foregoing item, no other information included in the original Annual Report
on Form 10-K is amended by this amendment.

                                    PART III

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee of the Board of Directors of American Express Company has
appointed Ernst & Young LLP as independent auditors to audit the consolidated
financial statements of AECC for the year ended December 31, 2003.

Audit fees
The aggregate fees billed or to be billed by Ernst & Young for each of the last
two years for professional services rendered for the audit of AECC's annual
financial statements and services that were provided in connection with
statutory and regulatory filings or engagements and other attest services were
$160,000 for 2003 and $140,000 for 2002.

Audit-related fees
AECC was not billed by Ernst & Young for any fees for audit-related services for
2003 or 2002.

Tax fees
AECC was not billed by Ernst & Young for any tax fees for 2003 or 2002.

All other fees
AECC was not billed by Ernst & Young for any other fees for 2003 or 2002.

Policy on pre-approval of services provided by independent auditor
Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the terms of the
engagement of Ernst & Young are subject to the specific pre-approval of the
Audit Committee of American Express Company. All audit and permitted non-audit
services to be performed by Ernst & Young for AECC require pre-approval by the
Audit Committee of American Express Company in accordance with pre-approval
procedures established by the Audit Committee of American Express Company. The
procedures require all proposed engagements of Ernst & Young for services to
AECC of any kind to be directed to the General Auditor of American Express
Company and then submitted for approval to the Audit Committee of American
Express Company prior to the beginning of any services.

                                      -1-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) 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.

REGISTRANT                                  American Express Certificate Company

BY                                          /s/ Paula R. Meyer
                                            -------------------
NAME AND TITLE                                  Paula R. Meyer, President
DATE                                            April 13, 2004


                                      -2-
<PAGE>

                                  EXHIBIT INDEX

The following exhibits are filed as part of this Amendment No. 1 to Form 10-K:

Exhibit                                     Description


*31.1     Certification of Paula R. Meyer pursuant to Rule 13a-14(a) promulgated
          under the Securities Exchange Act of 1934, as amended.

*31.2     Certification of Brian J. McGrane pursuant to Rule 13a-14(a)
          promulgated under the Securities Exchange Act of 1934, as amended.

*32.1     Certification of Paula R. Meyer and Brian J. McGrane pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.

*  Filed electronically herewith.


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