EXHIBIT 31.2
CERTIFICATION

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|I, Paul H.
  Hough, certify that:                                                                                                                                                                                                                                                                                     
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|1.  I have reviewed this annual report on Form
  10-K of American Express Credit Corporation;                                                                                                                                                                                                                         
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|2.  Based on my knowledge, this report does
  not contain any untrue statement of a material fact or omit to state a
  material fact necessary to make the statements made, in light of the
  circumstances under which such statements were made, not misleading with
  respect to the period covered by this report;
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|3.  Based on my knowledge, the financial
  statements, and other financial information included in this report, fairly
  present in all material respects the financial condition, results of
  operations and cash flows of the registrant as of, and for, the periods
  presented in this report;                   
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|4.  The registrants other certifying
  officer(s) and I are responsible for establishing and maintaining disclosure
  controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
  15d-15(e)) for the registrant and have:                                                                              

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| | (a) | Designed
  such disclosure controls and procedures, or caused such disclosure controls
  and procedures to be designed under our supervision, to ensure that material
  information relating to the registrant, including its consolidated
  subsidiaries, is made known to us by others within those entities,
  particularly during the period in which this report is being prepared;         
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| | (b) | Evaluated
  the effectiveness of the registrants disclosure controls and procedures and
  presented in this report our conclusions about the effectiveness of the
  disclosure controls and procedures, as of the end of the period covered by
  this report based on such evaluation; and                                                                                                      
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| | (c) | Disclosed in
  this report any change in the registrants internal control over financial
  reporting that occurred during the registrants most recent fiscal quarter
  (the registrants fourth fiscal quarter in the case of an annual report) that
  has materially affected, or is reasonably likely to materially affect, the
  registrants internal control over financial reporting; and

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|5.  The registrants other certifying
  officer(s) and I have disclosed, based on our most recent evaluation of
  internal control over financial reporting, to the registrants auditors and
  the audit committee of the registrants board of directors (or persons
  performing the equivalent functions):

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| | (a) | All
  significant deficiencies and material weaknesses in the design or operation
  of internal control over financial reporting which are reasonably likely to
  adversely affect the registrants ability to record, process, summarize and
  report financial information; and
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| | (b) | Any fraud,
  whether or not material, that involves management or other employees who have
  a significant role in the registrants internal control over financial
  reporting.                                                                                                 

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|----- |  | -------------- |  | ------------------------- | 
|Date: |  | March 31, 2006 |  | /s/Paul H.
  Hough       
|      |  |                |  |                           | 
|      |  |                |  | Paul H.
  Hough          
|      |  |                |  | Chief
  Financial Officer

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