<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, 1995

    [ ] 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
  incorporation or organization)                        Identification  No.)
 
  One Christina Centre, Wilmington, Delaware                     19801
  (Address of principal executive offices)                    (Zip Code)
  Registrant's telephone number including area code: (302) 576-4900.
  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 28, 1996, 1,504,938
  shares were outstanding.

  Documents incorporated by reference:  None.<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 Cardmember
  receivables arising from the use of the American Express-R Card, including   
  the American Express-R Gold Card, Platinum Card-R and Corporate Card issued
  in the United States, and certain related extended payment plan
  receivables, and in designated currencies outside the United States. 
  Credco also purchases certain 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 35 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 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 to individuals in the United States and several other 
  countries, the Card is primarily designed for use 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 
  past spending and payment patterns, credit history 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.  Card accounts
  that are past due by a given number of days are subject, in most cases, to a
  delinquency assessment and, if not brought to current status, subject to 
  cancellation.

  The American Express Card and consumer lending businesses are subject to
  extensive regulation in the United States under a number of federal laws
  and regulations.  Federal legislation regulates abusive debt collection
  practices.  In addition, a number of 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 Card and consumer lending business, either in the United
  States or on a worldwide basis.
                                      1<PAGE>
  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 Cardmember receivables at
  face amount less a specified discount agreed upon from time to time and
  interest-bearing 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, 1995 and 1994, extended payment plan
  receivables owned by Credco totaled $1.7 billion and $1.5 billion,
  respectively, representing 10.1 percent and 10.4 percent, respectively, of
  all 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 non-interest-
  bearing Cardmember receivables owned by a Master Trust which was formed by 
  TRS as part of an asset securitization program.  The gross participation 
  interests represent undivided interests in the receivables conveyed to the 
  Master Trust by American Express Receivables Financing Corp. (``AERFC''), 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
  
                                       2<PAGE>
  materially reduced and that the policy as to the cancellation of Cards for
  credit reasons may not be materially liberalized.

  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
  ----   --------    -------     -----           --------  -------   -----
  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
  1991    80,844      18,934     99,778            10,581    1,639   12,220

  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's asset securitization program disclosed above reduced the volume of
  domestic Cardmember receivables purchased in 1995, 1994 and 1993 and the 
  amount owned by Credco at December 31, 1995, 1994 and 1993.

  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, 1995 (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>
  The following table shows the aging of billed, non-interest-bearing
  Cardmember receivables:

                                               December 31,
                                           1995           1994
  -----------------------------------------------------------------
  Current                                  77.3%          78.4%
  30 to 59 days                            16.5           15.8
  60 to 89 days                             2.5            2.4
  90 days and over                          3.7            3.4 



  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 Cardmember
  receivables and after six contractual payments are past due for interest-
  bearing Cardmember 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:


                            1995      1994      1993      1992      1991 
                            ----      ----      ----      ----      ----

   Write-offs, net of    
   recoveries               $508      $444      $529      $663      $806

   % of net Cardmember
   receivables purchased     .42%      .41%      .57%      .70%      .81%


  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
          ----                ----------------
          1995                     6.30%
          1994                     5.06
          1993                     4.61
          1992                     5.80
          1991                     7.54



                                       4<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, 1995 was $3.7 billion.  At December 31, 1995, the
  amount borrowed was $2.0 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, 1995 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 and $100 million to TRS in December,
  1995 and 1994, respectively.

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






                                       5<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, 1995.

   (dollars in              1995       1994       1993       1992       1991
   millions)                ----       ----       ----       ----       ----

   Income Statement Data

   Revenues                1,988      1,401      1,282      1,605      2,070

   Interest expense        1,054        736        599        728        946

   Provision for
   doubtful accounts, 
   net of recoveries         625        443        475        661        855

   Income tax              
   provision                 105         75         64         70         87

   Extraordinary
   charge net
   of taxes                    -          -         22          -          -

   Net income                197        139        115        138        174

   Balance Sheet Data

   Accounts receivable    16,439     14,020     12,968     11,699     12,220
   
   Reserve for
   doubtful accounts        (624)      (498)      (542)      (603)      (731)

   Total assets           20,192     16,868     14,943     13,631     14,127
   
   Short-term debt        14,202     11,525      9,738      7,581      7,918
   
   Current portion
   of long-term debt         409        405        692        969        768
   
   Long-term debt          2,673      2,282      1,776      2,303      3,136

   Shareholder's       
   equity                  1,780      1,733      1,662      1,672      1,784

   Cash dividends            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
  extended payment plan receivables purchased without recourse from TRS
  throughout the world and participation interests purchased without recourse
  in the seller's interest in Cardmember receivables owned by a Master Trust
  which was formed by TRS as part of an asset securitization program.  At
  December 31, 1995 and 1994, respectively, Credco owned $14.8 billion and
  $12.6 billion of charge card receivables and participations in charge card
  receivables, representing 89.9 percent and 89.6 percent of the total
  receivables owned, and $1.7 billion and $1.5 billion of extended payment
  plan receivables, representing 10.1 percent and 10.4 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 December 31,
  1995 and 1994, $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 $12.1
  billion for 1995 and $10.0 billion for 1994.

  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, 1995 and 1994 totaled $5.8 billion and $4.9 billion, respectively.  At
  December 31, 1995 and 1994, Credco, through its wholly-owned subsidiary,
  American Express Overseas Credit Corporation Limited (``AEOCC''), had
  outstanding borrowings of $54 million and $42 million, respectively, under
  these committed lines of credit.  In addition, Credco, through AEOCC, had
  short-term borrowings under uncommitted lines of credit totaling $342
  million and $150 million at December 31, 1995 and 1994, 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 1995, 1994 and 1993, Credco's average long-term debt
  outstanding was $2.0 billion, $2.6 billion and $2.8 billion, respectively.
  At December 31, 1995, 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.

  Credco paid dividends to TRS of $150 million and $100 million in December
  1995 and 1994, respectively.

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

  Credco purchases Cardmember receivables without recourse from TRS.  Non-
  interest-bearing Cardmember receivables are purchased at face amount less a
  specified discount agreed upon from time to time, and interest-
  bearing 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 1.29 in both 1995 and
  1994, and 1.34 in 1993.  The ratio of earnings to fixed charges in 1993
  calculated in accordance with the Receivables Agreements after the impact
  of the extraordinary charge, resulting from the early retirement of debt,
  was 1.28.  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, 1995, 1994 and 1993.

  Credco's increase in revenues in 1995 is primarily due to higher discount 
  rates charged to TRS for Cardmember receivables purchased as well as increased
  volume of receivables purchased.  Increased interest income in 1995 was
  attributable to both increased levels of average investments and increased
  interest rates.  Interest expense increased in 1995 reflecting higher
  borrowing rates and increased volume.  Provision for doubtful accounts in 
  1995 increased reflecting higher loss rates as well as volume growth.

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

     ----------------------------------------------------------------------
                                             1995       1994        1993
     ----------------------------------------------------------------------
     Revenue earned from purchased
     accounts receivable-changes 
     attributable to:
       Volume of receivables purchased      $ 149       $ 186     $   24
       Discount and interest rates            313        (112)      (334)
     ----------------------------------------------------------------------
            Total                           $ 462       $  74     $ (310)
     ----------------------------------------------------------------------
     Interest income from affiliates-
     changes attributable to:
        Volume of average investments      
         outstanding                        $  28        $  3      $  (7)
        Interest rates                         41          28        (14)
     ----------------------------------------------------------------------
            Total                           $  69        $ 31      $ (21)
     ----------------------------------------------------------------------
     Interest income from investments-
     changes attributable to:
        Volume of average investments      
         outstanding                        $  17        $ (8)     $  14
        Interest rates                         40          21        (11)
     ----------------------------------------------------------------------
            Total                           $  57        $ 13      $   3 
     ----------------------------------------------------------------------
     Interest expense (affiliates)-
     changes attributable to:
        Volume of average debt
         outstanding                        $  15        $ 29      $  31
        Interest rates                         25          19        (61)
     ----------------------------------------------------------------------
            Total                           $  40        $ 48      $ (30)
     ----------------------------------------------------------------------

                                      8<PAGE>
<PAGE>

     Interest expense (other) changes
      attributable to:
         Volume of average debt  
           outstanding                      $  96        $ 37      $   3 
         Interest rates                       182          52       (102)
     ----------------------------------------------------------------------
            Total                           $ 278        $ 89      $ (99)
     ----------------------------------------------------------------------
     Provision for doubtful accounts-
     changes attributable to:
        Volume of receivables purchased     $  70        $104      $   9 
        Provision rates and volume of    
          recoveries                          112        (136)      (195)
     ----------------------------------------------------------------------
            Total                           $ 182        $(32)     $(186)
     ----------------------------------------------------------------------


  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>
  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>
                                   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 28, 1996    /s/  Vincent P. Lisanke
         ------------------------------------------------------------
                           Vincent P. Lisanke
                           President and
                             Chief Executive Officer

     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 28, 1996    /s/  Vincent P. Lisanke
         ------------------------------------------------------------
                           Vincent P. Lisanke
                           President, Chief Executive
                              Officer and Director (principal
                              executive and principal
                              accounting officer)


   DATE  March 28, 1996    /s/  Walter S. Berman
         ------------------------------------------------------------
                           Walter S. Berman
                           Chairman of the Board
                             and Director (principal financial
                             officer)


   DATE  March 28, 1996    /s/  Michael P. Monaco
         ------------------------------------------------------------
                           Michael P. Monaco
                           Director


















                                       11<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 the three years ended December 31,                                
   1995..........................................        F - 3 

   Consolidated balance sheets at December 31,           F - 4
   1995 and 1994.................................

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

   Consolidated statements of
   shareholder's equity for the three years ended 
   December 31, 1995.............................        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, 1995..        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>
                         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, 1995 and 1994, 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, 1995.
  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, 1995 and 1994, and the
  consolidated results of its operations and its cash flows for each of the
  three years in the period ended December 31, 1995, 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.


                                   Ernst & Young LLP





  New York, New York
  February 8, 1996













                                      F-2<PAGE>
                       AMERICAN EXPRESS CREDIT CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME
                                   (millions)



   -------------------------------------------------------------
   Year Ended December 31,             1995     1994     1993
   -------------------------------------------------------------

   Revenues

   Revenue earned from purchased 
     accounts receivable              $1,675   $1,213   $1,139
                   
   Interest income from affiliates       170      101       70
   Interest income from investments      137       80       67  
   Other income                            6        7        6

   -------------------------------------------------------------
            Total                      1,988    1,401    1,282
   -------------------------------------------------------------

   Expenses

   Interest expense - affiliates         136       96       48
   Interest expense - other              918      640      551
   Provision for doubtful accounts, 
    net of recoveries of $176,  
    $177 and $175                        625      443      475
   Other expenses                          7        8        7
   
   -------------------------------------------------------------
            Total                      1,686    1,187    1,081
   -------------------------------------------------------------

   Income before taxes                   302      214      201
   Income tax provision                  105       75       64

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

   Income before extraordinary    
     charges                             197      139      137
   Extraordinary charges for
     early retirement of debt (net   
     of income taxes of $12 million)       -        -       22
   
   -------------------------------------------------------------   

   Net income                         $  197   $  139   $  115
   
   -------------------------------------------------------------

  See notes to consolidated financial statements.




                                     F-3<PAGE>
<PAGE>
                       AMERICAN EXPRESS CREDIT CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                   (millions)
   -------------------------------------------------------------
   December 31,                        1995           1994
   -------------------------------------------------------------
   Assets
   Cash and cash equivalents        $ 1,190        $   460
   Accounts receivable               16,439         14,020
      Less reserve for        
      doubtful accounts                 624            498
   -------------------------------------------------------------
                                     15,815         13,522
   Loans and deposits with  
     affiliates                       2,850          2,650
   Deferred charges and other  
     assets                             337            236
   -------------------------------------------------------------
   Total assets                     $20,192        $16,868
   -------------------------------------------------------------
   -------------------------------------------------------------
   Liabilities and 
   shareholder's equity

   Short-term debt with             
     affiliates                      $1,087         $1,127
   Short-term debt - other           13,115         10,398
   Current portion of long -            
     term debt                          409            405
   Long-term debt with                  
     affiliates                         910            910
   Long-term debt - other             1,763          1,372
                                      -----          -----
   Total debt                        17,284         14,212

   Due to affiliates                    882            707
   Accrued interest and other         
     liabilities                        130            121
   -------------------------------------------------------------
   Total liabilities                 18,296         15,040
   -------------------------------------------------------------
   Deferred discount revenue            116             95
   -------------------------------------------------------------
   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                  1,618          1,571
  -------------------------------------------------------------
  Total shareholder's equity          1,780          1,733
  -------------------------------------------------------------
  -------------------------------------------------------------
   Total liabilities and            
   shareholder's equity             $20,192        $16,868
  -------------------------------------------------------------
  See notes to consolidated financial statements.
                                      F-4<PAGE>
<PAGE>
                       AMERICAN EXPRESS CREDIT CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (millions)

   ----------------------------------------------------------------
   Year Ended December 31,                  1995     1994     1993
   ----------------------------------------------------------------
   Cash Flows From Operating Activities:
   Net income                              $ 197   $  139   $  115
                                                      
   Adjustments to reconcile net income to
   net cash provided by operating activities:
   Extraordinary charge for early  
     retirement of debt                        -        -       34
   Provision for doubtful accounts, 
     net of recoveries                       625      443      475
   Amortization of deferred underwriting
     fees and bond discount/premium            -        2        5
   Increase (decrease) in deferred    
     discount revenue                         21       48      (26)
   (Increase) decrease in deferred tax 
     assets                                  (19)      38       46
   Increase in interest receivable and    
     operating assets                        (42)     (23)     (33)
   Increase (decrease) in accrued interest  
     and other liabilities                     3       24      (43)
   Decrease in due to affiliates             (27)     (10)     (16)
   ----------------------------------------------------------------
      Net cash and cash equivalents                          
      provided by operating activities       758      661      557
   ----------------------------------------------------------------
   Cash Flows From Investing Activities:
   Increase in accounts receivable        (3,047)  (2,434)  (2,488)        
   Sale of net accounts receivable to an   
     affiliate                                 -    1,192      914
   Sale of participation in seller's
     interest in accounts receivable 
     to an affiliate                           -      920        -
   Purchase of participation interest in
     seller's interest in accounts receivable
     from an affiliate                         -   (1,170)    (435)
   Purchase of net secured receivables     
     from an affiliate                         -      (85)       -
   Recoveries of accounts receivable
     previously written off                  176      177      175
   Loans and deposits with affiliates       (200)    (650)       -
   Increase (decrease) in due to
     affiliates from purchased receivables   182     (487)      62
   Repayment from affiliates of loans and           
     deposits                                  -        -      141
   ----------------------------------------------------------------
     Net cash and cash equivalents used    
      in investing activities             (2,889)  (2,537)  (1,631) 
   ----------------------------------------------------------------
   Cash Flows From Financing Activities:
   Net (decrease) increase in short-term
     debt with affiliates with maturies
     less than ninety days                   (40)     539      151
   Net (decrease) increase in short-term
     debt - other with maturities less 
     than ninety days                     (5,178)   4,699     (145)
   Proceeds from issuance of debt         20,039    2,633    9,071 
   Redemption of debt                    (11,810)  (5,692)  (7,747)
   Dividends paid to TRS                    (150)    (100)    (125)
   ----------------------------------------------------------------
   Net cash and cash equivalents provided  
     by financing activities               2,861    2,079    1,205
   ----------------------------------------------------------------
   Net increase in cash and cash   
     equivalents                             730      203      131
   ----------------------------------------------------------------
   Cash and cash equivalents at beginning  
     of year                                 460      257      126
   ----------------------------------------------------------------
   Cash and cash equivalents at end
     of year                              $1,190   $  460   $  257
   ----------------------------------------------------------------

  See notes to consolidated financial statements.

                                      F-5<PAGE>
<PAGE>
                      AMERICAN EXPRESS CREDIT CORPORATION
                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                  Years ended December 31, 1995, 1994 and 1993
                                   (millions)





                                 Total
                              Shareholder's   Common    Capital   Retained
                                 Equity        Stock    Surplus   Earnings
                              -----------------------------------------------
 Balances at January 1, 1993      $1,672     $    1     $  129      $1,542   

 Net income                          115                               115
 Dividends to TRS                   (125)         -          -        (125)
                                  ------     ------     ------      ------
 Balances at December 31, 1993     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
                                  ======     ======     ======      ======
 
  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 judgement 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 established at the time receivables
  are purchased and 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 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, 1995 and 1994, included in cash and cash equivalents was
  $420 million and $75 million, respectively, of overnight securities
  purchased to resell.

  3.  Accounts Receivable

  At December 31, 1995 and 1994, respectively, Credco owned $14.8 billion and
  $12.6 billion of charge card receivables and participations in charge card
  receivables, representing 89.9 percent and 89.6 percent, respectively, of the
  total receivables owned.  Credco purchases participation interests in the
  seller's interest in Cardmember receivables owned by a Master Trust which
  was formed by TRS as part of an asset securitization program.  The gross
  participation interests represent undivided interests in the receivables 
  conveyed to the Master Trust by American Express Receivables Financing Corp.
  ("RFC"), a subsidiary of TRS.  At December 31, 1995 and 1994 Credco owned 
  approximately $2.3 billion and $2.2 billion, respectively, of participation
  interests in receivables owned by the Master Trust, representing 14.1 
  percent and 15.9 percent, respectively, of its total accounts receivable.

  Credco purchases certain billed and unbilled Cardmember receivables arising
  from extended payment plans from certain TRS subsidiaries.  Credco owned
  $1.7 billion and $1.5 billion of these receivables as of December 31, 1995
  and 1994, representing 10.1 percent and 10.4 percent, respectively, of its
  total accounts receivable.  Finance charges arising from these receivables,
  which are included in revenues, were $214 million, $181 million and $136
  million for 1995, 1994 and 1993, respectively.

                                      F-8<PAGE>
<PAGE>
  
  4.  Short-term Debt

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

  -----------------------------------------------------------
                                          1995          1994
  -----------------------------------------------------------
  Commercial paper                   $  12,633    $    9,849
  Borrowings from affiliates             1,087         1,127
  Borrowings under lines of credit         396           192
  Borrowing agreements with bank
    trust departments and others            86           357
  -----------------------------------------------------------   
  Total short-term debt               $ 14,202      $ 11,525
  -----------------------------------------------------------

  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 $5.8 billion and $4.9
  billion at December 31, 1995 and 1994, 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,
  1995 and 1994.

  At December 31, 1995 and 1994, Credco, through AEOCC, had short-term
  borrowings under uncommitted lines of credit totaling $342 million and $150
  million, respectively, and borrowings under committed lines of credit
  totaling $54 million and $42 million, respectively.

  Credco's annual weighted average short-term interest rate was 6.16 percent,
  4.74 percent and 3.57 percent for the years ended December 31, 1995, 1994
  and 1993, respectively.  These rates include the cost of maintaining credit
  line facilities for the periods and the impact of interest rate swaps.  At
  December 31, 1995, $450 million of short-term debt outstanding was modified
  by interest rate swaps, resulting in a year-end weighted average effective
  interest rate of 5.53%.

  Credco paid $942 million, $508 million and $347 million of interest on
  short-term debt obligations in 1995, 1994 and 1993, respectively.

  5.  Long-term Debt
<TABLE>
<CAPTION>
                 -------------------------------------------------------------      -------------------------------
                                           1995                                                    1994
                 -------------------------------------------------------------      -------------------------------
                                                         Year-End            
                                            Year-End     Effective
                                Notional   Stated Rate    Interest                                   Year-End
December 31,      Outstanding   Amount of   On Debt      Rate with   Maturity        Outstanding    Stated Rate  
(millions)          Balance       Swaps      (a,b)       Swaps (b)   of Swaps          Balance       On Debt (b)
---------------   -----------   ---------  ------------  ----------  --------        -----------    ------------ 
<S>                <C>         <C>         <C>           <C>       <C>                <C>             <C>
Senior notes
  due 1996-2005      $2,008      $1,400       6.98%         6.69%    1996-2001          $1,285          7.43%
Japanese yen 
  senior bonds
    due 1995              -           -          -             -             -             119          8.00%
    due 1996             98          98       8.00%         9.66%         1996              98          8.00% 
Variable rate
 debt with
 American Express  
 due 2004               910           -       5.59%             -            -             910          5.59%
Medium-term notes        61           -       7.02%             -            -             270          5.40%
Other senior notes        5           -       7.34%             -            -               6          7.33% 
Swiss franc notes  
 due 1998-2003            3           -       4.75%             -            -               -             -
Net unamortized       
 bond discount           (3)          -          -              -            -              (1)            -

------------------------------------------------------------------------------      ------------------------------
 Total long-term 
  debt                $3,082     $1,498                                                 $2,687
------------------------------------------------------------------------------      ------------------------------
</TABLE>
(a)  For the floating rate debt issuance, the stated rate was based on the
     rate at December 31, 1995;  this rate is not an indication of future 
     interest rates.
(b)  Weighted average rates were determined where appropriate.

                                      F-9
<PAGE>
<PAGE>

  The above table includes the current portion of long-term debt of $409
  million and $405 million at December 31, 1995 and 1994, 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, 1995 and 1994, was $3.1 billion and $2.6 billion, respectively.

  Aggregate annual maturities of long-term debt for the five years ending
  December 31, 2000 are as follows (millions):  1996 - $409, 1997 - $211, 
  1998 - $0, 1999 - $351, 2000 - $550.

  Credco paid $218 million, $222 million and $290 million of interest on
  long-term debt obligations in 1995, 1994 and 1993, respectively.

  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 enters into transactions involving derivative financial instruments
  as an end user.  Credco uses such derivatives for nontrading purposes to
  manage its exposure to interest and foreign exchange rate risks and to
  manage its funding costs.  These instruments are used when they provide a
  more efficient means for Credco to manage its risk exposure than if Credco
  entered into the cash marketplace.  Credco manages risk associated with
  derivatives as described below.

  Market risk is the possibility that the value of the derivative financial
  instrument will change due to fluctuations in a factor from which the
  instrument derives its value, primarily an interest rate or a foreign
  exchange rate.  Credco is not impacted by market risk related to
  derivatives beyond that inherent in cash market transactions.  Foreign
  currency and certain interest rate products that manage related risks have
  cash flow and income effects that are inverse to the effects of the
  underlying transactions.  Credco does not enter into derivative contracts
  with embedded options or other features that would leverage or multiply its
  market risk.

  Credit exposure is the possibility that the counterparty will not fulfill
  the terms of the contract.  Credco monitors credit exposure related to
  derivative financial instruments through established approval procedures,
  including setting concentration limits by counterparty and industry,
  reviewing credit ratings and requiring collateral where appropriate.  A
  significant portion of Credco's credit risk is with counterparties rated A
  or better by nationally recognized credit rating agencies.  Whenever
  possible, Credco's credit exposure is further reduced through the use of
  master netting agreements, which allows Credco to settle all contracts
  under the agreement in one net receipt or payment in the event of
  counterparty default.

  The notional or contract amount of a derivative financial instrument is
  generally used to calculate the cash flows that are received or paid over
  the life of the agreement.  Notional amounts do not represent market risk
  or credit exposure.  At December 31, 1995 and 1994, the aggregate notional
  amount of Credco's derivative instruments was $4.9 billion ($46 million
  with an affiliate) and $5.9 billion ($105 million with an affiliate),
  respectively. The related credit exposure approximates the fair value of
  contracts in a gain position (asset)


                                      F-10<PAGE>
<PAGE>

  totaling $34 million ($.4 million with an affiliate) at December 31, 1995
  and $58 million ($.4 million with an affiliate) at December 31, 1994.
  Including contracts in a loss position, Credco was in a net liability
  position of $105 million at December 31, 1995, compared with a net
  liability of $52 million at December 31, 1994.  The fair value represents
  the replacement cost and is determined by the market values, dealer quotes
  or pricing models.

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

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


                           Notional    Carrying Value          Fair Value
   December 31, 1994        Amount    Asset    Liability    Asset   Liability
   -----------------       --------   -----    ---------    -----   ---------

   Interest rate products  $ 4,760   $   33    $   36       $  35    $  109
   Forward contracts         1,125        7         1          23         1
                             -----    -----     -----        -----    -----
         Total             $ 5,885   $   40    $   37       $  58    $  110
                             -----    -----     -----        -----    -----


  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 US 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 Cardmember loans are linked to a
  floating rate base and generally reprice each month (prior to 1995, theses
  loans generally repriced every six months).  Credco generally enters into
  interest rate swaps paying rates that reprice when the base rates of the
  underlying loans change.  At December 31, 1994, the notional amount for
  interest rate swaps included $975 million of swaps that went into effect in
  January and February of 1995.

  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):
  1996 - $1,343, 1997 - $566, 1998 - $600, 1999 - $105, 2000 - $1,109.



                                      F-11
<PAGE>
<PAGE>

  The following table details information regarding Credco's interest rate
  products at December 31, 1995 (millions):

   ---------------------------------------------------------------------------
                                                          Weighted Average
                          Notional   Primary Variable        Interest Rate
         Type              Amount      Rate Index         Fixed      Floating
   ---------------------------------------------------------------------------

    Floating to fixed     $ 2,073     1 month LIBOR       7.42%        5.83%
                                      and 1 month
                                      Commercial paper     
                            

    Fixed to floating     $ 1,650     1 month             6.27%        5.78%
                                      Commercial paper


  Foreign Currency Products

  As an end user, Credco uses foreign currency products to manage
  transactions denominated in foreign currencies.  Foreign currency forward
  contracts are used primarily to fund the purchase of Cardmember receivables
  and hedge positions arising from these purchases.  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):

           -----------------------------------------------
                                      1995          1994
           -----------------------------------------------

            Canadian Dollar        $   281       $   311
            Pound Sterling             233           141
            Australian Dollar          198           170
            Hong Kong Dollar           144           178
            German Mark                120           102
            Other                      209           223

           -----------------------------------------------
            Total forward    
            contracts              $ 1,185       $ 1,125
           -----------------------------------------------

  Foreign currency forward contracts generally mature within one year.  At
  December 31, 1995, Credco had no significant unhedged foreign currency
  exposures.

  8.  Transactions with Affiliates

  In 1995, 1994 and 1993, Credco purchased Cardmember receivables without
  recourse from TRS and certain of its subsidiaries totaling approximately
  $122 billion, $109 billion and $95 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.

                                      F-12<PAGE>
<PAGE>

  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.

  As part of TRS's asset securitization program, in July 1994, Credco sold back
  to TRS $1.2 billion of gross receivables arising under specified domestic, 
  consumer Cardmember accounts.  TRS sold these receivables, together with the 
  right to receive subsequent receivables arising from such Cardmember 
  accounts, to RFC, its subsidiary, which conveyed them to American Express 
  Master Trust (the ``Trust'').  Credco, through CRC, purchased gross 
  participation interests representing undivided interests in RFC's seller's
  interest in the receivables conveyed to the Trust, which resulted in an 
  increase in the gross participation interest owned by CRC, for which CRC paid
  $1.2 billion.  In September 1994, the Trust issued $900 million of 
  receivables trust certificates in three series.  At the time of such 
  issuance, CRC sold, at face amount less applicable reserve, $972 million 
  of gross participation interests in RFC's seller's interest back to RFC.  

  In July 1993, Credco began repurchasing 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 the
  participation interests in a portion of its foreign currency receivables
  which had been previously sold to an affiliate during the period from
  December 1991 through November 1993.

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

  ----------------------------------------------------------------------------
                                              1995         1994         1993
  ----------------------------------------------------------------------------

   Cash and cash equivalents at
     December 31                              $   9       $   -        $   3
   Maximum month-end level of cash and
     cash equivalents during the year            12          20          229
   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         650            - 
   Maximum month-end level of loans
     and deposits to affiliates 
     during the year                          2,850       2,650        2,001
   Borrowings at December 31                  1,997       2,037          588
   Maximum month-end level of               
     borrowings during the year               3,709       2,734        2,451
   Other income                                   6           6            6 
  ----------------------------------------------------------------------------
 
  At December 31, 1995, 1994 and 1993, Credco held $2 billion of variable
  rate secured loans to American Express Centurion Bank (``Centurion
  Bank''), a wholly-owned subsidiary of TRS.  At December 31, 1995 and 1994,
  Credco also held variable rate loans to American Express due in 2004 of
  $850 million and $650 million, respectively.  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 $169 million, $101 million and $67 million for 1995, 1994 and 1993,
  respectively.

  In 1994, American Express spun-off Lehman Brothers Holdings Inc.
  (``Lehman'') to its shareholders through a special dividend.  References to
  an affiliate contained in the footnotes, for periods prior to May 1994,
  include subsidiaries of Lehman.

                                      F-13<PAGE>
<PAGE>

  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):

  ------------------------------------------------------------
                                    1995      1994      1993
  ------------------------------------------------------------

   Current                      $    161    $   36    $   18
   Deferred                          (56)       39        46
  ------------------------------------------------------------

   Total income tax provision
    before extraordinary item        105        75        64
  
   Income tax benefit from       
    extraordinary item                 -         -       (12)
  ------------------------------------------------------------

   Total income tax provision   $    105    $   75    $   52
  ------------------------------------------------------------


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

  ------------------------------------------------------------
                                            1995     1994
  ------------------------------------------------------------

   Gross deferred tax assets:
      Reserve for loan losses             $  207   $  158

  ------------------------------------------------------------
      Total gross deferred tax assets        207      158
   Gross deferred tax liabilities:
      Foreign exchange contracts              (1)      (5)
      Other                                    -       (3)

  ------------------------------------------------------------
      Total gross deferred tax               
       liabilities                            (1)      (8)
  ------------------------------------------------------------

   Net deferred tax assets                $  206   $  150
  ------------------------------------------------------------

  Credco has not recorded a valuation allowance.

                                      F-14<PAGE>
<PAGE>

  A federal tax underpayment of $3 million and overpayment of $33 million at
  December 31, 1995 and 1994, respectively, are included in due to
  affiliates.

  Income taxes paid to TRS during 1995, 1994 and 1993 were $125 million, $55
  million and $21 million, respectively.

  The U.S. statutory tax rate and effective tax rate for 1995 and 1994 was
  approximately 35 percent.  In 1993, the U.S. federal tax rate increased
  from 34 percent to 35 percent, resulting in a one-time benefit of $6
  million in Credco's deferred tax assets.  As a result of this one-time
  benefit, the income tax provision for continuing operations for 1993 is
  different than that computed using the U.S. statutory tax rate of 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):

                                     1995       1994      1993
   -------------------------------------------------------------
   Revenues
       United States               $ 1,695    $ 1,180   $ 1,134
       International                   293        221       148
   -------------------------------------------------------------
       Consolidated                $ 1,988    $ 1,401   $ 1,282
   -------------------------------------------------------------
   Income before taxes
       United States               $   244    $   171   $   173
       International                    58         43        28
   -------------------------------------------------------------
       Consolidated                $   302    $   214   $   201
   -------------------------------------------------------------
   Identifiable assets
       United States               $17,027    $14,174   $12,787
       International                 3,165      2,694     2,156
   -------------------------------------------------------------
       Consolidated                $20,192    $16,868   $14,943
   -------------------------------------------------------------


  11.  Quarterly Financial Data (Unaudited)

  Summarized quarterly financial data is as follows (millions):

   -------------------------------------------------------------
   Quarter Ended                 12/31   9/30    6/30   3/31
   -------------------------------------------------------------
                                            1995
   -------------------------------------------------------------
   Revenues                      $ 569  $ 480   $ 479  $ 460
   Income before taxes              90     69      66     77
   Net income                       59     45      43     50
   -------------------------------------------------------------
                                            1994
   -------------------------------------------------------------
   Revenues                      $ 391  $ 340   $ 356  $ 314
   Income before taxes              64     53      53     44
   Net income                       41     35      34     29
   -------------------------------------------------------------

                                      F-15<PAGE>
<PAGE>


                      AMERICAN EXPRESS CREDIT CORPORATION
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                   (millions)


                                         1995     1994     1993
   Reserve for doubtful accounts:        ----     ----     ----

   Balance at beginning of year        $  498   $  542   $  603
   Additions:
     Provision for doubtful
      accounts charged to income (1)      801      620      650
     Other credits (2)                      7       75       55
     Foreign translation                    2        3        -
   Deductions:
      Accounts written off                684      621      704
      Other charges (3)                     -      121       62
                                         ----     ----     ----
   Balance at end of year              $  624   $  498   $  542
                                         ====     ====     ====
   Reserve for doubtful accounts
    as a percentage of Cardmember
    receivables owned at year end        3.79%    3.55%    4.18%
                                         ====     ====     ====


  (1) Before recoveries on accounts previously written off of (millions):
      1995-$176, 1994-$177 and 1993-$175.

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

  (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 reference
               of Incorporation, as amended 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 reference
               amended and restated as of   to Exhibit 3 (b) to
               November 24, 1980            Registrant's Annual Report
                                            on Form 10-K for the year
                                            ended December 31, 1985.

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

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

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

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

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

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

   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 reference
               Indenture                    to exhibit 4 (cc) to Registrant's
                                            Registration Statement on
                                            Form S-3 dated September 2, 1987
                                            (File No. 33-16874).

<PAGE>
<PAGE>

   4 (l)       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 reference
               dated as of January 1,       to Exhibit 10 (b) to Registrant's
               1983 between the             Annual Report on Form 10-K
               Registrant and American      for the year ended December
               Express Travel Related       31, 1987.
               Services Company, Inc.       
                                            
                                            
   10 (b)      Secured Loan Agreement       Incorporated by reference
               dated as of June 30, 1988    to Exhibit 10 (b) to Registrant's
               between the Registrant and   Annual Report on Form 10-K
               American Express Centurion   for the year ended December
               Bank                         31, 1988.
                                            

   10 (c)      Participation Agreement      Incorporated by reference
               dated as of August 3, 1992   to Exhibit 10(c) to Registrant's
               between American Express     Annual Report on Form 10-K
               Receivables Financing        for the year ended December
               Corporation and Credco       31, 1992. 
               Receivables Corp.            
                                           

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

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

   23          Consent of Independent       Electronically filed herewith.
               Auditors                     
               
   27          Financial Data Schedule      Electronically filed herewith.

                                            
<PAGE>