<PAGE>
<PAGE>
           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                         --------------------
                               FORM 10-K
                         --------------------

         [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended December 31, 1996

                                 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. 1-6908

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

  Delaware                                          11-1988350
  (State or other jurisdiction of        (I.R.S Employer Identification  No.)
  incorporation or organization)

  One Christina Centre, Wilmington, Delaware           19801
  (Address of principal executive offices)          (Zip Code)

  Registrant's telephone number including area code:(302) 594-3350.

  Securities registered pursuant to
    Section 12 (b) of the Act:

                                               Name of each exchange
       Title of each class                      on which registered
  -------------------------------              -------------------------
  6 1/8% Senior Debentures due June 15, 2000   New York Stock Exchange

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

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

  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 the 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.  X
             ---

  American  Express Company, through a wholly-owned subsidiary, owns
  all of the outstanding common stock of the Registrant.
  Accordingly, there is no market for the Registrant's common stock.
  At March 31, 1997, 1,504,938 shares were outstanding.

  Documents incorporated by reference:  None

<PAGE>
<PAGE>
                                PART I
  Item 1.   BUSINESS.

  Introduction

  American Express Credit Corporation (including its subsidiaries,
  where appropriate, "Credco") was incorporated in Delaware in 1962
  and was acquired by American Express Company ("American Express")
  in December 1965.  On January 1, 1983, Credco became a wholly-owned
  subsidiary of American Express Travel Related Services Company,
  Inc.  (including its subsidiaries, where appropriate, "TRS"), a
  wholly-owned subsidiary of American Express.

  Credco is primarily engaged in the business of purchasing most
  charge Cardmember receivables arising from the use of the American Express
  Card, including the American Express-R Gold Card, Platinum Card-R and
  Corporate Card issued in the United States, and in designated currencies
  outside the United States.  Credco also purchases certain revolving
  credit receivables arising from the use of the Optima-R Card and interest-
  bearing extended payment plan Sign & Travel-R receivables arising
  from travel service sales.  The American Express Card and the
  Optima Card are referred to herein as the "Card".

  American Express Card Business

  TRS currently issues the Card in 37 currencies.  The Card, which is
  issued to individual consumers for their personal account or
  through a corporate account established by their employer for its
  business purposes, permits Cardmembers to charge purchases of goods
  and services in the United States and in most countries around the
  world at establishments that have agreed to accept the Card.  TRS
  accepts and processes from each participating establishment the charges
  arising from Cardmember purchases at a discount that varies with the type
  of participating establishment, the charge volume, the timing and
  method of payment to the establishment, the method of submission of
  charges, and in certain instances, the average charge amount and
  the amount of information provided.

  Except in the case of the Optima Card, a family of revolving credit
  cards which is marketed in the United States and several other countries,
  the charge Card is primarily designed as a method of payment and not as a
  means of financing purchases of goods and services and carries no pre-set
  spending limit.  Charges are approved based on a Cardmember's account
  history, credit record and personal resources.  Except in the case of the
  Optima Card and certain extended payment plans, payment of the full amount
  billed each month is due from the Cardmember upon receipt of the bill, and
  no finance charges are assessed.  Charge Card accounts that are past due by
  approximately 50 days are subject, in most cases, to a delinquency
  assessment and, if not brought to current status, subject to cancellation.

  The American Express charge Card and consumer lending businesses are
  subject to extensive regulation in the United States under a number
  of federal laws and regulations, including the Equal Credit
  Opportunity Act, which generally prohibits discrimination in the
  granting and handling of credit; the Fair Credit Reporting Act,
  which, among other things, regulates use by creditors of consumer credit
  reports and credit prescreening practices and requires certain disclosures
  when an application for credit is rejected; the Truth in Lending Act,
  which, among other things, requires extensive disclosure of the terms upon
  which credit is granted; the Fair Credit Billing Act, which, among other
  things, regulates the manner in which billing inquiries are handled and
  specifies certain billing requirements; and the Fair Credit and
  Charge Card Disclosure Act, which mandates certain disclosures on
  credit and charge card applications.  Federal legislation also
  regulates abusive debt collection practices.  In addition, a number of

                                      1

<PAGE>
<PAGE>
  states and foreign countries have similar consumer credit
  protection and disclosure laws.  These laws and regulations have
  not had, and are not expected to have, a material adverse effect on
  the charge Card and consumer lending business, either in the United States
  or on a worldwide basis.

  General Nature of Credco's Business

  Credco purchases certain Cardmember receivables arising from the
  use of the Card throughout the world pursuant to agreements (the
  "Receivables Agreements") with TRS.  Net income primarily depends
  on the volume of receivables arising from the use of the Card
  purchased by Credco, the discount rates applicable thereto, the
  relationship of total discount to Credco's interest expense and
  the collectibility of the receivables purchased.  The average life
  and collectibility of accounts receivable generated by the use of
  the Card are affected by factors such as general economic
  conditions, overall levels of consumer debt and the number of new
  Cards issued.

  Credco purchases Cardmember receivables without recourse.  Amounts
  resulting from unauthorized charges (for example, those made with a
  lost or stolen Card) are excluded from the definition of
  "receivables" under the Receivables Agreements and are not eligible
  for purchase by Credco.  If the unauthorized nature of the charge
  is discovered after purchase by Credco, TRS repurchases the charge
  from Credco.

  Credco generally purchases non-interest-bearing charge Cardmember
  receivables at face amount less a specified discount agreed upon
  from time to time and interest-bearing revolving credit Cardmember
  receivables at face amount.  The Receivables Agreements generally
  require that non-interest-bearing receivables be purchased at
  discount rates which yield to Credco earnings of not less than 1.25
  times its fixed charges on an annual basis.  The Receivables Agreements
  also provide that consideration will be given from time to time to
  revising the discount rate applicable to purchases of new
  receivables to reflect changes in money market rates or significant
  changes in the collectibility of receivables.  New groups of
  Cardmember receivables are generally purchased net of reserve
  balances applicable thereto.

  Extended payment plan receivables are primarily funded by
  subsidiaries of TRS other than Credco; however, Credco purchases
  certain extended payment plan receivables.  At December 31, 1996
  and 1995, extended payment plan receivables owned by Credco totaled
  $1.8 billion and $1.7 billion, respectively, representing 10.4
  percent and 10.1 percent, respectively, of all interests in
  receivables owned by Credco.  These extended payment plan
  receivables consist of certain interest-bearing extended payment
  plan receivables comprised principally of Optima and Sign & Travel
  accounts arising from travel service sales and non-interest-bearing
  deferred merchandise receivables arising from direct mail
  merchandise sales by TRS.

  Credco, through a subsidiary, Credco Receivables Corp. ("CRC"),
  purchases gross participation interests in the seller's interest in
  both non-interest-bearing and interest-bearing Cardmember
  receivables owned by two master trusts formed by TRS as part of its
  asset securitization program.  The gross participation interests
  represent undivided interests in the receivables originated by TRS
  and by American Express Centurion Bank, a subsidiary of  TRS.  See
  note 3 in  "Notes to Consolidated Financial Statements" appearing
  herein.

  The Card issuers, at their expense and as agents for Credco,
  perform accounting, clerical and other services necessary to bill
  and collect all Cardmember receivables owned by Credco.  The
  Receivables Agreements provide that, without prior written consent
  of Credco, the credit standards used to determine whether a Card is
  to be issued to an applicant may not be materially reduced and that
  the policy as to the cancellation of Cards for credit reasons may
  not be materially liberalized.

                                      2

<PAGE>
<PAGE>
  American Express, as the parent of TRS, has agreed with Credco that
  it will take all necessary steps to assure performance of certain
  of TRS' obligations under the Receivables Agreement between TRS and
  Credco.  The Receivables Agreements may be terminated at any time
  by the parties thereto, generally upon little or no notice.
  Alternatively, such parties may agree to reduce the required 1.25
  fixed charge coverage ratio, which could result in lower discount
  rates and, consequently, lower revenues and net income of Credco.
  The obligations of Credco are not guaranteed under the Receivables
  Agreement or otherwise by American Express or the Card issuers.

  Volume of Business

  The following table shows the volume of Cardmember receivables
  purchased by Credco, net of Cardmember receivables sold to
  affiliates, during each of the years indicated, together with
  receivables owned by Credco at the end of such years (millions):

            Volume of Cardmember   Cardmember Receivables Owned
           Receivables Purchased           at December 31,

  Year   Domestic  Foreign   Total   Domestic  Foreign    Total
  ----   --------  -------   -----   --------  -------    -----
  1996  $ 100,512 $ 35,299 $135,811  $ 13,530  $ 3,829  $ 17,359
  1995     91,299   30,638  121,937    13,179    3,260    16,439
  1994     83,851   25,639  109,490    11,273    2,747    14,020
  1993     80,202   14,635   94,837    10,758    2,210    12,968
  1992     81,311   13,041   94,352    10,412    1,287    11,699

  The card business has not experienced significant seasonal
  fluctuation, although Card billed business tends to be moderately
  higher in the fourth quarter than in other calendar quarters.

  TRS' asset securitization program disclosed above reduced the
  volume of domestic Cardmember receivables purchased in 1996, 1995
  and 1994 and the amount owned by Credco at December 31, 1996, 1995
  and 1994.

  In July 1993, Credco began purchasing certain foreign currency
  Cardmember receivables which had been sold to an affiliate during
  the period from December 1991 through June 1993.  In December 1993,
  Credco repurchased participation interests in a portion of its
  foreign receivables which had previously been sold to an affiliate
  during the period from December 1991 through November 1993.  These
  transactions increased the volume of foreign Cardmember receivables
  purchased in 1993 and subsequent years and the amount owned by
  Credco at December 31, 1993 and subsequent dates.

  The average life of Cardmember receivables owned by Credco for each
  of the five years ending December 31, 1996 (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 years indicated to the
  volume of Cardmember receivables purchased by Credco, net of
  Cardmember receivables sold to affiliates) was 43 days.

                                      3

<PAGE>
<PAGE>
  The following table shows the aging of billed, non-interest-bearing
  charge Cardmember receivables:

                                            December 31,
                                      1996               1995
 --------------------------------------------------------------------
   Current                            76.7%              77.3%
   30 to 59 days                      17.2               16.5
   60 to 89 days                       2.6                2.5
   90 days and over                    3.5                3.7

  Loss Experience

  Credco generally writes off against its reserve for doubtful
  accounts the total balance in an account for which any portion
  remains unpaid 12 months from the date of original billing for non-
  interest-bearing charge Card receivables and after six contractual
  payments are past due for interest-bearing revolving credit
  receivables.  Accounts are written off earlier if deemed uncollectible.

  The following table sets forth Credco's write-offs, net of
  recoveries, expressed in millions and as a percentage of the volume
  of Cardmember receivables purchased by Credco, net of Cardmember
  receivables sold to affiliates, in each of the years indicated:

                                  1996     1995    1994     1993    1992
                                  ----     ----    ----     ----    ----

   Write-offs, net of recoveries  $630     $508    $444     $529     $663

   % of net Cardmember
     receivables purchased        .46%     .42%    .41%     .57%     .70%


  Sources of Funds

  Credco's business is financed by short-term borrowings consisting
  principally of commercial paper, borrowings under bank lines of
  credit and issuances of medium and long-term debt, as well as
  through operations.  The weighted average interest costs on an
  annual basis of all borrowings, after giving effect to commitment
  fees under lines of credit and the impact of interest rate swaps,
  during the following years were:


                             Weighted Average
                     Year     Interest Cost
                     ----     -------------
                     1996         5.67%
                     1995         6.30
                     1994         5.06
                     1993         4.61
                     1992         5.80

                                      4

<PAGE>
<PAGE>
  From time to time, American Express and certain of its subsidiaries
  purchase Credco's commercial paper at prevailing rates, enter into
  variable rate note agreements at interest rates generally above the
  13-week treasury bill rate and provide lines of credit.  The
  largest amount of borrowings from American Express or its
  subsidiaries at any month end during the five years ended December
  31, 1996 was $4.0 billion.  At December 31, 1996, the amount
  borrowed was $2.2 billion.  See notes 4 and 5 in "Notes to
  Consolidated Financial Statements" appearing herein for information
  about Credco's debt, including Credco's lines of credit from
  various banks and long-term debt.

  Foreign Operations

  See notes 2, 7 and 10 in "Notes to Consolidated Financial
  Statements" appearing herein for information about Credco's foreign
  exchange risks and operations in different geographical regions.

  Employees

  At December 31, 1996 Credco had 30 employees.

  Item 2.   PROPERTIES.

  Credco neither owns nor leases any material physical properties.

  Item 3.   LEGAL PROCEEDINGS.

  There are no material pending legal proceedings to which Credco or
  its subsidiaries is a party or of which any of their property is
  the subject.  Credco knows of no such proceedings being
  contemplated by government authorities or other parties.

  Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

  Omitted pursuant to General Instruction J(2) (c) to Form 10-K.


                                PART II

  Item 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
            MATTERS.

  American Express, through a wholly-owned subsidiary, TRS, owns all
  of the outstanding common stock of Credco.  Therefore, there is no
  market for Credco's common stock.

  Credco paid dividends of $150 million to TRS in both December, 1996
  and 1995.

  For information about limitations on Credco's ability to pay
  dividends, see note 6 in "Notes to Consolidated Financial
  Statements" appearing herein.

                                      5

<PAGE>
<PAGE>
  Item 6.   SELECTED FINANCIAL DATA.

  The following summary of certain consolidated financial information
  of Credco was derived from audited financial statements for the
  five years ended December 31, 1996.

   (dollars in millions)     1996    1995   1994   1993     1992
                             ----    ----   ----   ----     ----

   Income Statement Data

   Revenues                  2,166   1,988   1,401   1,282   1,605

   Interest expense          1,117   1,054     736     599     728

   Provision for doubtful
    accounts, net of
    recoveries                 712     625     443     475     661

   Income tax provision        115     105      75      64      70

   Extraordinary charges,
    net of taxes                 -       -       -      22       -

   Net income                  215     197     139     115     138

   Balance Sheet Data

   Accounts receivable      17,359  16,439  14,020  12,968  11,699

   Reserve for doubtful
    accounts                  (638)   (624)   (498)   (542)   (603)

   Total assets             20,165  20,192  16,868  14,943  13,631

   Short-term debt          14,537  14,202  11,525   9,738   7,581

   Current portion of
    long-term debt             211     409     405     692     969

   Long-term debt            2,469   2,673   2,282   1,776   2,303

   Shareholder's equity      1,845   1,780   1,733   1,662   1,672

   Cash dividends              150     150     100     125     250

                                      6

<PAGE>
<PAGE>
  Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.

  Liquidity and Capital Resources

  Credco's receivables portfolio consists of charge card receivables
  and revolving credit receivables purchased without recourse
  from TRS throughout the world and participation interests purchased
  without recourse in the seller's interest in both non-interest-
  bearing and interest-bearing Cardmember receivables owned by two
  master trusts formed by TRS as part of its asset securitization
  program.  At December 31, 1996 and 1995, respectively, Credco owned
  $15.6 billion and $14.8 billion of charge card receivables and
  participations in charge card receivables, representing 89.6
  percent and 89.9 percent of the total receivables owned, and $1.8
  billion and $1.7 billion of revolving credit receivables,
  representing 10.4 percent and 10.1 percent of the total receivables
  owned.

  As part of Credco's business of funding receivables, Credco makes
  variable rate loans to American Express Centurion Bank ("Centurion
  Bank") which are secured by Optima receivables owned by Centurion
  Bank.  At both December 31, 1996 and 1995, $2 billion of such loans
  were outstanding.  The loan agreements require Centurion Bank to
  maintain, as collateral, Optima receivables equal to the
  outstanding loan balance plus an amount equal to three times the
  receivable reserve applicable to such Optima receivables.

  Credco's assets are financed through a combination of short-term
  debt, long-term senior notes, equity capital and retained earnings.
  Daily funding requirements are met primarily by the sale of
  commercial paper.  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.  The average amount of
  commercial paper outstanding was $14.7 billion for 1996 and $12.1
  billion for 1995.

  An alternate source of borrowing consists of committed credit line
  facilities.  The aggregate commitment of these facilities is
  generally maintained at 50 percent of short-term debt, net of short-
  term investments and cash equivalents.  Total committed
  credit line facilities at December 31, 1996 and 1995 totaled $6.6
  billion and $5.8 billion, respectively.  Credco, through its wholly-
  owned subsidiary, American Express Overseas Credit Corporation
  Limited ("AEOCC"), had no outstanding borrowings at December 31,
  1996 and $54 million in outstanding borrowings at December 31,
  1995, under these committed lines of credit.  In addition, Credco,
  through AEOCC, had short-term borrowings under uncommitted lines of
  credit totaling $200 million and $342 million at December 31, 1996
  and 1995, respectively.

  During 1995, Credco issued long-term senior notes of $250 million
  at 6 3/4 percent due 2001, $250 million at 6 1/2 percent due 2000
  and $300 million at 6 1/8 percent due 2001, the proceeds of which
  were used to reduce short-term debt.  During 1996, 1995 and 1994,
  Credco's average long-term debt outstanding was $2.9 billion, $2.0
  billion and $2.6 billion, respectively.  At December 31, 1996,
  Credco had the ability to issue $1.0 billion of medium and long-
  term debt securities under shelf registrations filed with the
  Securities and Exchange Commission.

  In addition, during 1996, TRS, Credco, AEOCC and American Express
  Bank Ltd. established a program for the issuance, exclusively outside
  the United States to non-U.S. persons, of debt instruments to be listed
  on the Luxembourg Stock Exchange.  The maximum aggregate principal
  amount of debt instruments outstanding at any one time under the program
  will not exceed $3 billion.  At December 31, 1996, this program had the
  ability to issue $2.7 billion medium and long-term debt securities.
  Credco and AEOCC have no debt issued under this program.

                                      7

<PAGE>
  Credco paid dividends to TRS of $150 million in both December, 1996
  and 1995.

  See note 7 in "Notes to Consolidated Financial Statements"
  appearing herein for a discussion of Credco's use of derivatives.

  Results of Operations

  Credco purchases Cardmember receivables without recourse from TRS.
  Non-interest-bearing charge Cardmember receivables are purchased at face
  amount less a specified discount agreed upon from time to time, and
  interest-bearing revolving credit Cardmember receivables are generally
  purchased at face amount.  Non-interest-bearing receivables are purchased
  under Receivables Agreements that generally provide that the discount
  rate shall not be lower than a rate that yields earnings of at
  least 1.25 times fixed charges on an annual basis.  The ratio of
  earnings to fixed charges was 1.30 in 1996, and 1.29 in both 1995
  and 1994.  The Receivables Agreements also provide that
  consideration will be given from time to time to revising the
  discount rate applicable to purchases of new receivables to reflect
  changes in money market interest rates or significant changes in
  the collectibility of the receivables.  Pretax income depends
  primarily on the volume of Cardmember receivables purchased, the
  discount rates applicable thereto, the relationship of total
  discount to Credco's interest expense and the collectibility of
  receivables purchased.  The average life of Cardmember receivables
  was 43 days for each of the years ended December 31, 1996, 1995 and 1994.

  Credco's increase in revenues in 1996 is primarily due to an
  increase in volume of receivables purchased.  Increased interest
  income in 1996 was attributable to increased levels of average
  investments.  Interest expense increased in 1996 reflecting
  increased volume offset by a decrease in borrowing rates.
  Provision for doubtful accounts in 1996 increased primarily
  reflecting volume growth.

  The following is a further analysis of the increase (decrease) in
  key revenue and expense accounts (millions):

    --------------------------------------------------------------
                                             1996    1995    1994
    --------------------------------------------------------------
     Revenue earned from purchased
      accounts receivable-changes
      attributable to:
       Volume of receivables purchased       $ 166   $ 149   $ 186
       Discount and interest rates             (28)    313    (112)
    ---------------------------------------------------------------
          Total                              $ 138   $ 462   $  74
    ---------------------------------------------------------------
     Interest income from affiliates-
      changes attributable to:
       Volume of average investments
        outstanding                          $   5   $  28   $   3
       Interest rates                          (15)     41      28
    ---------------------------------------------------------------
          Total                              $ (10)  $  69   $  31
    ---------------------------------------------------------------
     Interest income from investments-
      changes attributable to:
       Volume of average investments
        outstanding                          $  71   $  17   $  (8)
       Interest rates                          (19)     40      21
    ---------------------------------------------------------------
          Total                              $  52   $  57   $  13
    ---------------------------------------------------------------
     Interest expense (affiliates)-
      changes attributable to:
       Volume of average debt outstanding    $  11   $  15   $  29
       Interest rates                          (13)     25      19
    ---------------------------------------------------------------
          Total                              $  (2)  $  40   $  48
    ---------------------------------------------------------------
                                      8

<PAGE>
<PAGE>
     Interest expense (other) - changes
      attributable to:
       Volume of average debt outstanding    $ 178   $  96   $  37
       Interest rates                         (113)    182      52
    ---------------------------------------------------------------
          Total                              $  65   $ 278   $  89
    ---------------------------------------------------------------
     Provision for doubtful accounts-
      changes attributable to:
       Volume of receivables purchased       $  91   $  70   $ 104
       Provision rates and volume of
        recoveries                              (4)    112    (136)
    ---------------------------------------------------------------
          Total                              $  87   $ 182   $ (32)
    ---------------------------------------------------------------


  Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

       1.   Financial Statements.

                 See "Index to Financial Statements" at page F-1 hereof.

       2.   Supplementary Financial Information.

                 Selected quarterly financial data.   See note 11 in
                 "Notes to Consolidated Financial Statements" appearing
                 herein.

  Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE.

            None.


                               PART III

  Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

            Omitted pursuant to General Instruction J(2) (c) to Form 10-K.

  Item 11.  EXECUTIVE COMPENSATION.

            Omitted pursuant to General Instruction J(2) (c) to Form 10-K.

  Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.

            Omitted pursuant to General Instruction J(2) (c) to Form 10-K.

                                      9

<PAGE>
<PAGE>
  Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            Omitted pursuant to General Instruction J(2) (c) to Form 10-K.


                                PART IV

  Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
            FORM 8-K.

            (a)  1.   Financial Statements:
                      See "Index to Financial Statements" at page F-1 hereof.

                 2.   Financial Statement Schedule:
                      See "Index to Financial Statements" at page F-1 hereof.

                 3.   Exhibits:
                      See "Exhibit Index" hereof.

            (b)  Reports on Form 8-K:

                 None.





















                                       10

<PAGE>
<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.

                     AMERICAN EXPRESS CREDIT CORPORATION
                                (Registrant)

   DATE  March 31, 1997      /s/  Vincent P. Lisanke
         -------------------------------------------------------------
                             Vincent P. Lisanke
                             President, Chief Executive Officer
                                and Director

       Pursuant to the requirement of the Securities Exchange Act of
  1934, this report has been signed below by the following persons on
  behalf of the Registrant and in the capacities on the dates indicated.

   DATE  March 31, 1997      /s/  Vincent P. Lisanke
         -------------------------------------------------------------
                             Vincent P. Lisanke
                             President, Chief Executive
                                Officer and Director
                                (principal executive and
                                principal accounting officer)


   DATE  March 31, 1997      /s/  Richard K. Goeltz
         -------------------------------------------------------------
                             Richard K. Goeltz
                             Chairman of the Board
                                 and Director (principal
                                 financial officer)


   DATE  March 31, 1997      /s/ Jay B. Stevelman
         -------------------------------------------------------------
                             Jay B. Stevelman
                             Treasurer and Director








                                      11


<PAGE>
<PAGE>
                   AMERICAN EXPRESS CREDIT CORPORATION

                     INDEX TO FINANCIAL STATEMENTS
               COVERED BY REPORT OF INDEPENDENT AUDITORS

                            (Item 14(a))




                                                    Page Number
                                                    -----------

 Financial Statements

   Report of independent auditors............           F - 2

   Consolidated statements of income for each
   of the three years ended December 31, 1996,
   1995 and 1994.............................           F - 3

   Consolidated balance sheets at December
   31, 1996 and 1995.........................           F - 4

   Consolidated statements of cash flows for each
   of the three years ended December 31, 1996,
   1995 and 1994...............................         F - 5

   Consolidated statements of shareholder's
   equity for each of the three years ended
   December 31, 1996, 1995 and 1994...........          F - 6

   Notes to consolidated financial statements.      F - 7 to F - 15


 Schedule:
   II - Valuation and qualifying accounts for
        the three years ended December 31, 1996         F - 16

       All other schedules are omitted since the required information
  is not present or not present in amounts sufficient to require
  submission of the schedule, or because the information required is
  included in the consolidated financial statements or notes thereto.


                                  F-1

<PAGE>
<PAGE>

                    REPORT OF INDEPENDENT AUDITORS
  --------------------------------------------------------------------

  The Board of Directors
  American Express Credit Corporation

  We have audited the accompanying consolidated balance sheets of
  American Express Credit Corporation as of December 31, 1996 and
  1995, and the related consolidated statements of income,
  shareholder's equity and cash flows for each of the three years in
  the period ended December 31, 1996.  Our audits also included the
  financial statement schedule listed in the Index at Item 14 (a).
  These financial statements and schedule are the responsibility of
  American Express Credit Corporation's management.  Our
  responsibility is to express an opinion on these financial
  statements and schedule based on our audits.

  We conducted our audits in accordance with generally accepted
  auditing standards.  Those standards require that we plan and
  perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit
  includes examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements.  An audit also
  includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall
  financial statement presentation.  We believe that our audits
  provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present
  fairly, in all material respects, the consolidated financial
  position of American Express Credit Corporation at December 31,
  1996 and 1995, and the consolidated results of its operations and
  its cash flows for each of the three years in the period ended
  December 31, 1996, in conformity with generally accepted accounting
  principles.  Also, in our opinion, the related financial statement
  schedule, when considered in relation to the basic financial
  statements taken as a whole, presents fairly, in all material
  respects, the information set forth therein.


                                     /s/ Ernst & Young LLP





  New York, New York
  February 7, 1997



                                  F-2

<PAGE>
<PAGE>


                  AMERICAN EXPRESS CREDIT CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
                              (millions)


  ----------------------------------------------------------------
   Year Ended December 31,               1996      1995      1994
  ----------------------------------------------------------------
   Revenues

   Revenue earned from purchased
    accounts receivable                 $1,813    $1,675   $1,213
   Interest income from affiliates         160       170      101
   Interest income from investments        189       137       80
   Other income                              4         6        7

  ----------------------------------------------------------------
      Total                              2,166     1,988    1,401
  ----------------------------------------------------------------
   Expenses

   Interest expense - affiliates           134       136       96
   Interest expense - other                983       918      640
   Provision for doubtful
    accounts, net of recoveries
    of $186, $176 and $177                 712       625      443
   Other expenses                            7         7        8
  ----------------------------------------------------------------
      Total                              1,836     1,686    1,187
  ----------------------------------------------------------------

   Income before taxes                     330       302      214
   Income tax provision                    115       105       75
  ----------------------------------------------------------------
   Net income                            $ 215     $ 197    $ 139
  ----------------------------------------------------------------
  ----------------------------------------------------------------
  ----------------------------------------------------------------

            See notes to consolidated financial statements.





                                  F-3


<PAGE>
<PAGE>

                  AMERICAN EXPRESS CREDIT CORPORATION
                      CONSOLIDATED BALANCE SHEETS
                              (millions)


  ----------------------------------------------------------------
   December 31,                             1996             1995
  ----------------------------------------------------------------
   Assets

   Cash and cash equivalents            $   267           $ 1,190
   Accounts receivable                   17,359            16,439
    Less reserve for doubtful accounts      638               624
  ----------------------------------------------------------------
                                         16,721            15,815
   Loans and deposits with affiliates     2,850             2,850
   Deferred charges and other assets        327               337
  ----------------------------------------------------------------
   Total assets                         $20,165           $20,192
  ----------------------------------------------------------------
  ----------------------------------------------------------------

   Liabilities and shareholder's equity


   Short-term debt with affiliates      $ 1,275           $ 1,087
   Short-term debt - other               13,262            13,115
   Current portion of long-term debt        211               409
   Long-term debt with affiliate            910               910
   Long-term debt - other                 1,559             1,763
                                        --------           -------
   Total debt                            17,217            17,284

   Due to affiliates                        858               882
   Accrued interest and other
     liabilities                            145               130

  ----------------------------------------------------------------
   Total liabilities                     18,220            18,296
  ----------------------------------------------------------------

   Deferred discount revenue                100               116

  ----------------------------------------------------------------

   Shareholder's equity

   Common stock-authorized 3,000,000
    shares of $.10 par value; issued
    and outstanding 1,504,938 shares          1                 1
   Capital surplus                          161               161
   Retained earnings                      1,683             1,618

  ----------------------------------------------------------------
   Total shareholder's equity             1,845             1,780
  ----------------------------------------------------------------
  ----------------------------------------------------------------
   Total liabilities and
    shareholder's equity                $20,165           $20,192
  ----------------------------------------------------------------
  ----------------------------------------------------------------

            See notes to consolidated financial statements.

                                  F-4

<PAGE>
<PAGE>

                  AMERICAN EXPRESS CREDIT CORPORATION
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (millions)

-----------------------------------------------------------------------
Year Ended December 31,                       1996       1995      1994
-----------------------------------------------------------------------
Cash Flows From Operating Activities:
Net Income                                  $  215     $  197    $  139

Adjustments to reconcile net income to
 net cash provided by operating activities:
Provision for doubtful accounts,
 net of recoveries                             712        625       443
Amortization of deferred underwriting
 fees and bond discount / premium                1          -         2
(Decrease) increase in deferred
 discount revenue                              (16)        21        48
(Increase) decrease in deferred tax
 assets                                        (11)       (56)       38
Increase in interest receivable
 and operating assets                           (6)        (5)      (23)
(Decrease) increase in accrued interest
 and other liabilities                         (18)         3        24
Increase (decrease) in due to affiliates        79        (27)      (10)
-------------------------------------------------------------------------
   Net cash and cash equivalents provided
    by operating activities                    956        758       661
-------------------------------------------------------------------------
Cash Flows From Investing Activities:
Increase in accounts receivable             (3,194)    (3,047)   (2,434)
Sale of net accounts receivable to an
  affiliate                                  2,294          -     1,192
Sale of participation interest in
  seller's interest in accounts
  receivable to an affiliate                 1,304          -       920
Purchase of participation interest in
  seller's interest in accounts
  receivable from an affiliate              (2,178)         -    (1,170)
Purchase of net secured receivables from
  an affiliate                                   -          -       (85)
Recoveries of accounts receivable
  previously written off                       186        176       177
Loans and deposits with affiliates               -       (200)     (650)
(Decrease) increase in due to affiliates
  from purchased receivables                   (57)       182      (487)
--------------------------------------------------------------------------
  Net cash and cash equivalents used in
    investing activities                    (1,645)    (2,889)   (2,537)
--------------------------------------------------------------------------
Cash Flows From Financing Activities:
Net increase (decrease) in short-term
  debt with affiliates with maturities
  less than ninety days                        188        (40)      539
Net increase (decrease) in short-term
  debt - other with maturities less than
  ninety days                                4,469     (5,178)    4,699
Proceeds from issuance of debt               9,684     20,039     2,633
Redemption of debt                         (14,425)   (11,810)   (5,692)
Dividends paid to TRS                         (150)      (150)     (100)
--------------------------------------------------------------------------
Net cash and cash equivalents (used in)
  provided by financing activities            (234)     2,861     2,079
--------------------------------------------------------------------------
Net (decrease) increase in cash and cash
  equivalents                                 (923)       730       203
--------------------------------------------------------------------------
Cash and cash equivalents at beginning
  of year                                    1,190        460       257
--------------------------------------------------------------------------
Cash and cash equivalents at end of year    $  267    $ 1,190    $  460
--------------------------------------------------------------------------

            See notes to consolidated financial statements.


                                  F-5


<PAGE>
<PAGE>
                  AMERICAN EXPRESS CREDIT CORPORATION
            CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
             Years ended December 31, 1996, 1995 and 1994
                              (millions)



                           ---------------------------------------------
                               Total
                           Shareholder's     Common  Capital    Retained
                             Equity          Stock   Surplus    Earnings
                           ---------------------------------------------
 Balances at
  January 1, 1994          $ 1,662           $   1    $  129     $ 1,532

 Net income                    139                                   139
 Dividends to TRS             (100)                                 (100)
 Contributions from TRS         32               -        32           -
                           --------          -------  -------    --------

Balances at
 December 31, 1994           1,733               1       161       1,571

Net income                     197                                   197
Dividends to TRS              (150)              -         -        (150)
                           --------          -------  -------     -------

Balances at
 December 31, 1995           1,780               1       161       1,618
                           --------          -------  -------     -------

Net income                     215                                   215
Dividends to TRS              (150)              -         -        (150)
                           --------           ------   ------     -------

Balances at
 December 31, 1996         $ 1,845            $  1    $  161     $ 1,683
                           ========           ======   ======     =======



            See notes to consolidated financial statements.



                                  F-6


<PAGE>
<PAGE>


                  AMERICAN EXPRESS CREDIT CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  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").
  American Express Overseas Credit Corporation Limited together with
  its subsidiaries ("AEOCC") and Credco Receivables Corp.  ("CRC")
  are wholly-owned subsidiaries of Credco.

  2.  Summary of Significant Accounting Policies

  Principles of Consolidation

  The accompanying consolidated financial statements include the
  accounts of Credco and all its subsidiaries.  All significant
  intercompany transactions have been eliminated.

  Use of Estimates and Assumptions

  Credco's financial statements include amounts determined using
  estimates and assumptions.  For example, estimates and assumptions
  are used in determining the reserves related to accounts
  receivable.  While these estimates are based on the best judgment
  of management, actual results could differ from these estimates.

  Revenue Earned from Purchased Accounts Receivable

  A portion of discount revenue earned on purchases of non-interest-
  bearing Cardmember receivables equal to the provision for doubtful
  accounts is recognized as revenue at the time of purchase; the
  remaining portion is deferred and recorded as revenue ratably over
  the period that the receivables are outstanding.

  Finance charge income on interest-bearing extended payment plan
  receivables is recognized as it is earned.  Credco ceases accruing
  this income after six contractual payments are past due, or
  earlier, if deemed uncollectible.  Accruals that cease generally
  are not resumed.

  Reserve for Doubtful Accounts

  The reserve for doubtful accounts is based on historical
  collection experience and evaluation of the current status of existing
  receivable balances.  Credco generally writes off against its
  reserve for doubtful accounts the total balance in an account for
  which any portion remains unpaid twelve months from the date of
  original billing for non-interest-bearing Cardmember receivables
  and after six contractual payments are past due for interest-
  bearing Cardmember receivables.  Accounts are written off earlier
  if deemed uncollectible.

  Fair Values of Financial Instruments

  The fair values of financial instruments are estimates based upon
  current market conditions and perceived risks at December 31, 1996
  and 1995 and require varying degrees of management judgment.  The
  fair values of the financial instruments presented may not be indicative
  of their future fair values.


                                  F-7

<PAGE>
<PAGE>

  The fair values of long-term debt and derivative instruments are
  included in the related footnotes.  For all other financial
  instruments, the carrying amounts in the consolidated balance
  sheets approximate the fair values.

  Interest Rate Transactions

  Credco enters into various interest rate agreements as a means of
  managing its interest rate exposure.  Interest rates charged on
  consumer lending receivables are linked to a floating base rate and
  generally reprice monthly.  Credco generally enters into interest
  rate agreements paying a rate that reprices when the base rate of
  the underlying receivables changes.  These interest rate agreements
  which modify the terms of an underlying debt obligation are
  accounted for by recording interest expense using the revised
  interest rate with any fees or other payments amortized as yield
  adjustments.  It is Credco's normal practice not to terminate, sell
  or dispose of interest rate agreements or the underlying debt to
  which the agreements are designated prior to maturity.  In the
  event Credco terminates, sells or disposes of an agreement prior to
  maturity, the gain or loss would be deferred and recognized as an
  adjustment of yield over the remaining life of the underlying debt.

  Foreign Currency

  Foreign currency assets and liabilities are translated into their
  U.S. dollar equivalents based on rates of exchange prevailing at
  the end of each year.  Revenue and expense accounts are translated
  at exchange rates prevailing during the year.  Credco enters into
  various foreign exchange contracts as a means of managing foreign
  exchange exposure.

  Cash and Cash Equivalents

  Credco has defined cash and cash equivalents as cash and short-term
  investments with a maturity of ninety days or less at the time of
  purchase.  At December 31, 1996 and 1995, included in cash and cash
  equivalents was $100 million and $420 million, respectively, of
  overnight securities purchased to resell.

  3.  Accounts Receivable

  At December 31, 1996 and 1995, respectively, Credco owned $15.6
  billion and $14.8 billion of charge card receivables and
  participations in charge card receivables, representing 89.6
  percent and 89.9 percent, respectively, of the total receivables
  owned.  In connection with TRS' securitization program for U.S.
  consumer Cardmember receivables, CRC purchases from American
  Express Receivables Financing Corporation ("RFC"), a subsidiary of
  TRS, a participation interest in RFC's seller's interest in the
  receivables owned by the American Express Master Trust, which was
  formed in 1992 to securitize U.S. consumer Cardmember receivables.
  In September 1996, the American Express Master Trust issued an
  additional $1.25 billion of accounts receivable trust certificates
  to the public.  At that time, CRC sold to RFC, at face amount less
  applicable reserve, $1.3 billion of its gross participation
  interest.  The gross participation interests represent undivided
  interests in the receivables conveyed to the American Express
  Master Trust by RFC.  At December 31, 1996 and 1995 Credco owned
  approximately $3.4 billion and $2.3 billion, respectively, of
  participation interests in receivables owned by the trust,
  representing 19.3 percent and 14.1 percent, respectively, of its
  total accounts receivable.


                                  F-8

<PAGE>
<PAGE>

  Credco owned extended payment plan receivables totaling $1.8
  billion and $1.7 billion, including revolving credit loans
  purchased directly from American Express Centurion Bank ("Centurion
  Bank"), a subsidiary of TRS, at December 31, 1996 and 1995,
  representing 10.4 percent and 10.1 percent, respectively, of its
  total interests in accounts receivable.  The extended payment plan
  receivables owned at December 31, 1996 include $104 million of
  participation interest owned by CRC.  This represents a
  participation interest in the seller's interest in revolving credit
  receivables that have been conveyed  to the American Express Credit
  Account Master Trust, formed by Centurion Bank during the second
  quarter of 1996 to securitize revolving credit loans.

  Statement of Financial Accounting Standards (SFAS) No. 125,
  "Accounting for Transfers and Servicing of Financial Assets and
  Extinguishments of Liabilities," is effective January 1, 1997.
  With respect to existing securitizations, the new rule is not
  expected to have a material effect on Credco's results of operations
  or financial condition.  The consequences of additional securitizations
  could be material depending on their level.

  4.  Short-term Debt

  At December 31, short-term debt consisted of (millions) :

 ------------------------------------------------------------
                                           1996          1995
 ------------------------------------------------------------
  Commercial paper                     $ 12,966      $ 12,633
  Borrowings from affiliates              1,275         1,087
  Borrowings under lines of credit          200           396
  Borrowing agreements with bank
   trust departments and others              96            86
 ------------------------------------------------------------
  Total short-term debt                $ 14,537      $ 14,202
 ------------------------------------------------------------

  Credco has various facilities available to obtain short-term
  credit, including the issuance of commercial paper and agreements
  with banks.

  Credco had unused committed credit lines totaling $6.6 billion and
  $5.8 billion at December 31, 1996 and 1995, respectively.  Credco
  pays fees to the financial institutions that provide these credit
  line facilities.  The fair value of the unused lines of credit is
  not significant at December 31, 1996 and 1995.

  At December 31, 1996 and 1995, Credco, through AEOCC, had short-
  term borrowings under uncommitted lines of credit totaling $200
  million and $342 million, respectively.  In addition, there were no
  outstanding borrowings under committed lines of credit at December
  31, 1996 and $54 million at December 31, 1995.

  Credco's annual weighted average short-term interest rate was 5.57
  percent, 6.16 percent and 4.74 percent for the years ended December
  31, 1996, 1995 and 1994, respectively.  These rates include the
  cost of maintaining credit line facilities for the periods and the
  impact of interest rate swaps.  At December 31, 1996, $300 million
  of short-term debt outstanding was modified by interest rate swaps,
  resulting in a year-end weighted average effective interest rate of
  5.64%.

  Credco paid $913 million, $942 million and $508 million of interest
  on short-term debt obligations in 1996, 1995 and 1994,
  respectively.


                                  F-9

<PAGE>
<PAGE>

  5.  Long-term Debt
------------------------------------------------------------------------------
                                        1996
------------------------------------------------------------------------------
                                                          Year-End
                                                Year-End  Effective
                                     Notional  Stated Rate Interest
December 31, (millions)  Outstanding  Amount of  on Debt   Rate With  Maturity
                           Balance     Swaps     (a,b)     Swaps(b)  of Swaps
------------------------------------------------------------------------------
Senior notes
  due 1997-2005             $1,725    $1,650      6.79%    6.25%   1997-2005
Variable rate debt
  with American
  Express due 2004             910         -      5.36%        -       -
Medium-term notes
  due 1997                      36         -      7.17%        -       -
Other senior notes
  due 1999-2017                  2         -      7.65%        -       -
Swiss franc notes
  due 1998-2003                 10         -      3.45%        -       -
Japanese yen senior
  bonds due 1996                 -         -          -        -       -
Net unamortized
  bond discount                 (3)        -          -        -       -
-------------------------------------------------------------------------------
Total long-term debt        $2,680    $1,650
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                                        1995
-------------------------------------------------------------------------------

                                                   Notional       Year-End
December 31, (millions)          Outstanding       Amount of     Stated Rate
                                   Balance           Swaps        on Debt(b)
-------------------------------------------------------------------------------
Senior notes
  due 1997-2005                      $2,008          $1,400          6.98%
Variable rate debt with
  American Express due 2004             910               -          5.59%
Medium-term notes due 1997               61               -          7.02%
Other senior notes due 1999-2017          5               -          7.34%
Swiss franc notes due 1998-2003           3               -          4.75%
Japanese yen senior bonds due 1996       98              98          8.00%
Net unamortized bond discount            (3)              -              -
-------------------------------------------------------------------------------
Total long-term debt                 $3,082          $1,498
-------------------------------------------------------------------------------
(a)  For the floating rate debt issuance, the stated rate was based on
     the rate at December 31, 1996;  this rate is not an indication of
     future interest rates.
(b)  Weighted average rates were determined where appropriate.

  The above table includes the current portion of long-term debt of
  $211 million and $409 million at December 31, 1996 and 1995,
  respectively.

  The book value of variable rate long-term debt that reprices within
  a year approximates fair value.  The fair value of other long-term
  debt is based on quoted market price or discounted cash flow.  The
  aggregate fair value of long-term debt, including the current
  portion outstanding at December 31, 1996 and 1995, was $2.7 billion
  and $3.1 billion, respectively.

  Aggregate annual maturities of long-term debt for the five years
  ending December 31, 2001 are as follows (millions):  1997 - $215,
  1998 - $4, 1999 - $355, 2000 - $550, 2001 - $550.

  Credco paid $217 million in 1996, $218 million in 1995, and $222
  million in 1994 of interest on long-term debt obligations.

  6.  Restrictions as to Dividends and Limitations on Indebtedness

  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 limitations on the amount of debt that can be issued by
  Credco.

  7.  Derivative Instruments

  Credco uses derivative financial instruments for nontrading
  purposes to manage its exposure to interest and foreign exchange
  rate risks and to manage its funding costs.

  There are a number of risks associated with derivatives.  Market
  risk is the possibility that the value of the derivative financial
  instrument will change.  Credco is not exposed to market risk
  related to derivatives held for nontrading purposes beyond that
  inherent in cash market transactions.  Credco does not enter into
  derivative contracts with embedded options or other features that
  would leverage or multiply its market risk.



                                  F-10
  
<PAGE>
<PAGE>
  Credit risk is the possibility that the counterparty will not
  fulfill the terms of the contract.  It is monitored through
  established approval procedures, including setting concentration
  limits by counterparty and country, reviewing credit ratings and
  requiring collateral where appropriate.  A significant portion of
  Credco's transactions are with counterparties rated A or better by
  nationally recognized credit rating agencies.  Credco also uses
  master netting agreements, which allow Credco to settle multiple
  contracts with a single counterparty in one net receipt or payment
  in the event of counterparty default.  At December 31, 1996 and 1995,
  the aggregate notional amount of Credco's derivative instruments was
  $6.4 billion ($233 million with affiliates) and $4.9 billion ($46
  million with an affiliate), respectively.  Credit risk approximates the
  fair value of contracts in a gain position (asset) and totaled $37
  million ($2.2 million with affiliates) at December 31, 1996 and $34
  million ($.4 million with an affiliate) at December 31, 1995.
  The fair value represents the replacement cost and is determined by
  market values, dealer quotes or pricing models.

  The following tables detail information regarding Credco's
  derivatives (millions):

                         Notional    Carrying Value       Fair Value
December 31, 1996         Amount   Asset   Liability    Asset   Liability
-----------------        --------  -----   ---------    -----   ---------

Interest rate products    $4,386    $ 19        $ 50    $  25        $ 87
Forward contracts          1,972      14          31       12          30
                          -------   -----   --------    ------   ---------
   Total                  $6,358    $ 33        $ 81     $ 37        $117
                          -------   -----   --------     -----   ---------

                         Notional    Carrying Value       Fair Value
December 31, 1995         Amount   Asset   Liability    Asset   Liability
-----------------        --------  -----   ---------    -----   ---------

Interest rate products    $3,723    $ 19        $ 48    $  28        $136
Forward contracts          1,185       6           3        6           3
                          -------  -----   ---------    -----   ---------
   Total                  $4,908    $ 25        $ 51    $  34        $139
                          ------   -----   ---------    -----   ---------

  Interest Rate Products

  Credco uses interest rate products to maintain a predetermined mix
  of fixed and variable rate debt in order to achieve a desired level
  of interest rate exposure to manage funding costs related to its
  Cardmember receivables and Cardmember loans.  The principal product
  used is interest rate swaps, which involve the exchange for a
  specified period of time of fixed or floating rate interest
  payments based on a notional or contractual amount.  Credco also
  enters into currency swaps to convert U.S. dollar denominated debt
  into other currencies in order to match foreign denominated
  receivables with funding of the same currency and to achieve a
  desired level of interest rate exposure.  Currency swap agreements
  are contracts to exchange currency and interest payments for a
  specific period of time.

  Interest rates charged on Credco's revolving credit receivables are
  linked to a floating rate base and generally reprice each month.  Credco
  generally enters into interest rate swaps paying rates that reprice
  when the base rates of the underlying loans change.

  As interest rate products manage interest rate exposure, interest
  is accrued and reported in accounts receivable and other assets, or
  accrued interest and other liabilities, and interest expense, as
  appropriate.

  Aggregate annual expirations of interest rate swaps are as follows
  (notional amount in millions):
  1997 - $1,575, 1998 - $846, 1999 - $474, 2000 - $809, 2001 - $682.

                                 F-11

<PAGE>
<PAGE>

  The following table details information regarding Credco's interest
  rate products at December 31, 1996 (millions):

 -------------------------------------------------------------------------
               Notional   Primary Variable  Weighted Average Interest Rate
   Type         Amount      Rate Index           Fixed          Floating
 -------------------------------------------------------------------------
 Floating
  to fixed      $2,320     1 month LIBOR and      6.94%          5.71%
                        1 month Commercial paper

 Fixed to
  floating      $2,066  1 month Commercial paper  6.37%          5.71%


  Foreign Currency Products

  Credco uses foreign currency products to manage transactions
  denominated in foreign currencies.

  Foreign currency exposures are hedged, where practical and
  economical, through foreign currency forward contracts.  Foreign
  currency forward contracts involve the purchase or sale of a
  designated currency at an agreed upon rate for settlement on a
  specified date.  As Credco is exposed to transaction risk with
  regard to receivables denominated in foreign currencies and since
  foreign currency forward contracts reduce that exposure, the
  contracts are accounted for as hedges.  These foreign currency
  forward contracts are marked to the current spot rate with the gain
  or loss recorded in income to offset the transaction gain or loss
  resulting from the receivables.  The receivable or payable with the
  counterparty to the foreign currency forward contracts which result
  from this process are reported in other assets or liabilities, as
  appropriate.  The discount or premium on foreign currency forward
  contracts is reported in other assets or liabilities, as
  appropriate, and amortized to interest expense over the terms of
  the contracts.

  The following table summarizes Credco's forward contracts by major
  currencies as of December 31 (millions):

           ---------------------------------------------------
                                          1996          1995
           ---------------------------------------------------

            Canadian Dollar              $ 334          $ 281
            Pound Sterling                 578            233
            Australian Dollar              307            198
            Hong Kong Dollar               199            144
            German Mark                    218            120
            Other                          336            209

            ---------------------------------------------------
            Total forward contracts     $1,972         $1,185
            ---------------------------------------------------


  Foreign currency forward contracts generally mature within one
  year.  At December 31, 1996, Credco had no significant unhedged
  foreign currency exposures.


                                 F-12

<PAGE>
<PAGE>


  8.  Transactions with Affiliates

  In 1996, 1995 and 1994, Credco purchased Cardmember receivables
  without recourse from TRS and certain of its subsidiaries totaling
  approximately $136 billion, $122 billion and $109 billion,
  respectively.  Agreements for the purchase of non-interest-bearing
  receivables generally provide that Credco purchase such receivables
  at a discount rate which yields earnings to Credco equal to at
  least 1.25 times its fixed charges on an annual basis.

  The agreements require TRS, at its expense, to perform accounting,
  clerical and other services necessary to bill and collect all
  Cardmember receivables owned by Credco.  Since settlements under
  the agreements occur monthly, an amount due from, or payable to,
  such affiliates may arise at the end of the month.

  In 1996, as part of TRS' asset securitization program for U.S. consumer
  Cardmember receivables, Credco sold back to TRS approximately $2.2 billion
  of gross receivables arising under specified U.S. consumer Cardmember
  accounts.  TRS sold these receivables, together with the right to
  receive subsequent receivables arising from such Cardmember
  accounts, to its subsidiary, RFC.  RFC, in turn, conveyed them to
  the American Express Master Trust (the "Trust").  This resulted in
  an increase in the gross participation interest in RFC's seller's
  interest in the securitized receivables owned by CRC, for which CRC
  paid $2.2 billion.  In September 1996, the Trust issued $1.25
  billion of receivables trust certificates in two series.  At the
  time of such issuance, CRC sold, at face amount less applicable
  reserve, $1.3 billion of its gross participation interest in RFC's
  seller's interest back to RFC.

  The extended payment plan receivables owned at December 31, 1996
  include $104 million of participation interest owned by CRC.  This
  represents a participation interest in the seller's interest in
  revolving credit receivables that have been conveyed to the
  American Express Credit Account Master Trust, formed by Centurion
  Bank during the second quarter of 1996 to securitize revolving
  credit loans.

  Other transactions with American Express and its subsidiaries for
  the years ended December 31 were as follows (millions):

  --------------------------------------------------------------------
                                                  1996   1995    1994
  --------------------------------------------------------------------

   Cash and cash equivalents at December 31      $   2  $   9   $   -
   Maximum month-end level of cash and
    cash equivalents during the year                 9     12      20
   Secured loans to American Express
    Centurion Bank at December 31                2,000  2,000   2,000
   Other loans and deposits to an
    affiliate at December 31                       850    850     650
   Maximum month-end level of loans and
    deposits to affiliates during the year       2,850  2,850   2,650
   Borrowings at December 31                     2,185  1,997   2,037
   Maximum month-end level of
    borrowings during the year                   4,024  3,709   2,734
   Interest income                                 160    170     101
   Other income                                      4      6       6
   Interest expense                                134    136      96
  --------------------------------------------------------------------


                                 F-13

<PAGE>
<PAGE>
  At December 31, 1996, 1995 and 1994, Credco held $2 billion of
  variable rate secured loans to Centurion Bank.  At both December
  31, 1996 and 1995, Credco also held variable rate loans to American
  Express due in 2004 of $850 million and $650 million at December 31, 1994.
  The loans to Centurion Bank are secured by certain interest-bearing
  extended payment plan receivables owned by Centurion Bank.
  Interest income from these variable rate loans was $160 million,
  $169 million, and $101 million for 1996, 1995 and 1994,
  respectively.

  In 1994, TRS made a noncash contribution to Credco of AEB(CFS)
  Limited, a foreign company incorporated to fund certain Optima Card
  receivables outside the U.S., for book value.

  9.  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 stand-alone basis.  If benefits
  for all future tax deductions, foreign tax credits and net
  operating losses cannot be recognized on a stand-alone 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.

  Deferred income tax assets and liabilities result from the
  recognition of temporary differences.  Temporary differences are
  differences between the tax bases of assets and liabilities and
  their reported amounts in the financial statements that will result
  in differences between income for tax purposes and income for
  financial statement purposes in future years.  The current and
  deferred components of the provision (benefit) for income taxes
  consist of the following (millions):

  ------------------------------------------------------------------
                                        1996      1995      1994
  ------------------------------------------------------------------

   Current                           $   126    $  161    $   36
   Deferred                              (11)      (56)       39
  ------------------------------------------------------------------
   Total income tax provision          $ 115    $  105    $   75
  ------------------------------------------------------------------

  Credco's net deferred tax assets, which are included in other
  assets, consisted of the following (millions):

       -----------------------------------------------------------
                                              1996         1995
       -----------------------------------------------------------
        Gross deferred tax assets:
          Reserve for loan losses           $  218       $  207

       -----------------------------------------------------------
        Total gross deferred tax assets        218          207

        Gross deferred tax liabilities:
          Foreign exchange contracts            (1)          (1)

       ------------------------------------------------------------
        Total gross deferred tax liabilities    (1)          (1)
       ------------------------------------------------------------

        Net deferred tax assets             $  217       $   206


                                 F-14

<PAGE>
<PAGE>

  At December 31, 1996 and 1995, no valuation allowances were required.

  A federal tax overpayment of $27 million and underpayment of $3
  million at December 31, 1996 and 1995, respectively, are included
  in due to affiliates.

  Income taxes paid to TRS during 1996, 1995 and 1994 were $155
  million, $125 million and $55 million, respectively.

  The U.S. statutory tax rate and effective tax rate for 1996, 1995
  and 1994 was approximately 35 percent.

  10.  Geographic Segments

  Credco is principally engaged in the business of purchasing
  Cardmember receivables arising from the use of the American Express
  Card in the United States and foreign locations.  The following
  presents information about operations in different geographic areas
  (millions):


  -----------------------------------------------------------------
                                       1996       1995       1994
  -----------------------------------------------------------------
   Revenues
     United States                 $  1,855   $  1,695   $  1,180
     International                      311        293        221
  -----------------------------------------------------------------
     Consolidated                  $  2,166   $  1,988   $  1,401
  -----------------------------------------------------------------
   Income before taxes
     United States                 $    275   $    244   $    171
     International                       55         58         43
  -----------------------------------------------------------------
     Consolidated                  $    330   $    302   $    214
  -----------------------------------------------------------------
   Identifiable assets
     United States                 $ 16,444   $ 17,027   $ 14,174
     International                    3,721      3,165      2,694
  -----------------------------------------------------------------
     Consolidated                  $ 20,165   $ 20,192   $ 16,868
  -----------------------------------------------------------------


  11.  Quarterly Financial Data (Unaudited)

  Summarized quarterly financial data is as follows (millions):


  ---------------------------------------------------------------
   Quarter Ended                   12/31    9/30    6/30    3/31
  ---------------------------------------------------------------
                                               1996
  ---------------------------------------------------------------
   Revenues                       $  523  $  540  $  571  $  532
   Income before taxes                82      89      74      85
   Net income                         54      58      48      55
  ---------------------------------------------------------------
                                               1995
  ---------------------------------------------------------------
   Revenues                       $  569  $  480  $  479  $  460
   Income before taxes                90      69      66      77
   Net income                         59      45      43      50
  ---------------------------------------------------------------



                                 F-15

<PAGE>
<PAGE>

                  AMERICAN EXPRESS CREDIT CORPORATION
            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                              (millions)


                                        1996     1995     1994
                                        ----     ----     ----
   Reserve for doubtful accounts:

   Balance at beginning of year       $  624   $  498   $  542
   Additions:
     Provision for doubtful accounts
       charged to income (1)             898      801      620
     Other credits (2)                    94        7       75
     Foreign translation                   2        2        3
   Deductions:
     Accounts written off                816      684      621
     Other charges (3)                   164        -      121
                                      ------   ------   ------
   Balance at end of year             $  638   $  624   $  498
                                      ======   ======   ======
   Reserve for doubtful accounts
     as a  percentage of Cardmember
     receivables owned at year end     3.68%    3.79%    3.55%
                                      ======   ======   ======

  (1)  Before recoveries on accounts previously written off of (millions):
       1996-$186, 1995-$176 and 1994-$177.

  (2)  Reserve balances applicable to new groups of Cardmember
       receivables purchased from TRS and certain of its subsidiaries
       and participation interests purchased from affiliates.

  (3)  Reserve balances applicable to certain groups of Cardmember
       receivables and participation interests sold to affiliates.



                                 F-16

<PAGE>
<PAGE>

                             EXHIBIT INDEX

                Pursuant to Item 601 of Regulation S-K

  Exhibit No.   Description

   3(a)            Registrant's Certificate        Incorporated by
                   of Incorporation, as amended    reference to
                                                   Exhibit 3(a) to
                                                   Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-1 dated
                                                   February 25, 1972
                                                   (File No. 2-43170).

   3(b)            Registrant's By-Laws,           Incorporated by
                   amended and restated as of      reference to
                   November 24, 1980               Exhibit 3 (b)
                                                   to Registrant's
                                                   Annual Report
                                                   on Form 10-K
                                                   for the year ended
                                                   December 31, 1985.
                                                   (Commission File
                                                   No. 1-6908)

   4(a)            Registrant's Debt               Incorporated by
                   Securities                      reference to
                   Indenture dated as of           Exhibit 4 (s)
                   September 1, 1987               to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(b)            Form of Note with optional      Incorporated by
                   redemption provisions           reference to
                                                   Exhibit 4 (t)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(c)            Form of Debenture with          Incorporated by
                   optional redemption and         reference to
                   sinking fund provisions         Exhibit 4 (u)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

<PAGE>
<PAGE>
   4(d)            Form of Original Issue          Incorporated by
                   Discount Note with              reference to
                   optional redemption             Exhibit 4 (v)
                   provision                       to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(e)            Form of Zero Coupon Note        Incorporated by
                   with optional redemption        reference to
                   provisions                      Exhibit 4 (w)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(f)            Form of Variable Rate Note      Incorporated by
                   with optional redemption        reference to
                   and repayment provisions        Exhibit 4 (x)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(g)            Form of Extendible Note         Incorporated by
                   with optional redemption        reference to
                   and repayment provisions        Exhibit 4 (y)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(h)            Form of Fixed Rate Medium-      Incorporated by
                   Term Note                       reference to
                                                   Exhibit 4 (z)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No.  33-16874).

   4(i)            Form of Floating Rate           Incorporated by
                   Medium-Term Note                reference to
                                                   Exhibit 4 (aa)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No.  33-16874).
<PAGE>
   4(j)            Form of Warrant Agreement       Incorporated by
                                                   reference to
                                                   Exhibit 4 (bb)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(k)            Form of Supplemental            Incorporated by
                   Indenture                       reference to
                                                   Exhibit 4 (cc)
                                                   to Registrant's
                                                   Registration
                                                   Statement on
                                                   Form S-3 dated
                                                   September 2, 1987
                                                   (File No. 33-16874).

   4(l)            Terms and Conditions of Debt    Electronically filed
                   Instruments to be issued        herewith.
                   outside the U.S.

   4(m)            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% of the total assets of
                   the Registrant

   10(a)           Receivables Agreement           Incorporated by
                   dated as of January 1,          reference to
                   1983 between the                Exhibit 10 (b)
                   Registrant and American         to Registrant's
                   Express Travel Related          Annual Report on
                   Services Company, Inc.          Form 10-K for the year
                                                   ended December 31, 1987.
                                                   (Commission File
                                                   No. 1-6908)

   10(b)           Secured Loan Agreement          Incorporated by
                   dated as of June 30, 1988       reference to
                   between the Registrant and      Exhibit 10 (b)
                   American Express Centurion      to Registrant's
                   Bank                            Annual Report on
                                                   Form 10-K for the year
                                                   ended December 31, 1988.
                                                   (Commission File
                                                   No. 1-6908)

<PAGE>
<PAGE>
   10(c)           Participation Agreement         Incorporated by
                   dated as of August 3, 1992      reference to
                   between American Express        Exhibit 10(c)
                   Receivables Financing           to Registrant's
                   Corporation and Credco          Annual Report on
                   Receivables Corp.               Form 10-K for the year
                                                   ended December 31, 1992.
                                                   (Commission File
                                                   No. 1-6908)

   12.1            Computation in Support of       Electronically
                   Ratio of Earnings to Fixed      filed herewith.
                   Charges of American
                   Express Credit Corporation

   12.2            Computation in Support of       Electronically
                   Ratio of Earnings to Fixed      filed herewith.
                   Charges of American
                   Express Company

   23              Consent of Independent          Electronically
                   Auditors                        filed herewith.

   27              Financial Data Schedule         Electronically
                                                   filed herewith.