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

                                    FORM 10-Q


          |X| QUARTERLY REPORT PURSUANT TO SECTION 30 OF THE INVESTMENT
     COMPANY ACT OF 1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                  For the Quarterly Period Ended March 31, 2004

                                       OR

            |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________to ________

                           Commission File No. 2-23772

                      American Express Certificate Company
             (Exact name of registrant as specified in its charter)

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

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

       Registrant's telephone number, including area code: (612) 671-3131
                                                          ------------------

                                      None
--------------------------------------------------------------------------------
   Former name, former address and former fiscal year, if changed since last
                                    report.

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                  Class                           Outstanding at May 10, 2004
------------------------------------------        -----------------------------
 Common Shares (par value $10 per share)                 150,000 shares

American  Express  Certificate  Company (AECC) is a  wholly-owned  subsidiary of
American  Express  Financial   Corporation  (AEFC),   which  is  a  wholly-owned
subsidiary of American Express Company,  and AECC meets the conditions set forth
in General  Instruction  H (1)(a) and (b) of Form 10-Q and is  therefore  filing
this Form with the reduced disclosure format.
<PAGE>

                      AMERICAN EXPRESS CERTIFICATE COMPANY

                                    FORM 10-Q

                                      INDEX

                                                                        Page No.
Part I.  Financial Information:

         Item 1.  Financial Statements

                   Balance Sheets - March 31, 2004 and December
                   31, 2003                                               1

                   Statements of Income - Three months ended
                   March 31, 2004 and 2003                                2

                   Statements of Cash Flows - Three months ended
                   March 31, 2004 and 2003                                3

                   Statements of Comprehensive Income - Three
                   months ended March 31, 2004 and 2003                   4

                   Notes to Financial Statements                        5-6

         Item 2.   Management's Discussion and Analysis of
                   Financial Condition and Results of Operations        7-9

         Item 4.   Controls and Procedures                               10

Part II. Other Information                                               11

         Item 1.  Legal Proceedings                                      11

         Item 6.  Exhibits and Reports on Form 8-K                       11

         Signatures                                                      12

         Exhibit Index                                                  E-1
<PAGE>

<TABLE>
<CAPTION>
    PART I. FINANCIAL INFORMATION
    ITEM I. FINANCIAL STATEMENTS

                      AMERICAN EXPRESS CERTIFICATE COMPANY
                                 BALANCE SHEETS
                                   (thousands)

                                                                                       March 31, 2004        December 31, 2003
                                                                                    ---------------------   -------------------
                                                                                        (Unaudited)
<S>                                                                                   <C>                     <C>
    Assets

    Qualified Assets
        Cash and cash equivalents                                                     $    48,743             $    25,099
        Investments in unaffiliated issuers                                             5,183,626               4,994,641
        Equity index options                                                              127,269                 153,162
        Receivables                                                                        49,078                  43,953
                                                                                    ---------------------   -------------------
    Total qualified assets                                                              5,408,716               5,216,855
                                                                                    ---------------------   -------------------

    Other Assets
          Due from AEFC for federal income taxes                                           38,645                  22,963
          Deferred distribution fees and other                                              6,279                   6,453
          Deferred taxes, net                                                                   -                   9,321

                                                                                    ---------------------   -------------------
    Total other assets                                                                     44,924                  38,737
                                                                                    ---------------------   -------------------

                                                                                    ---------------------   -------------------
    Total assets                                                                      $ 5,453,640             $ 5,255,592
                                                                                    ---------------------   -------------------

    Liabilities and Shareholder's Equity

    Liabilities
        Certificate reserves                                                          $ 4,955,342             $ 4,787,817
        Accounts payable and accrued liabilities                                          134,362                 144,562
        Deferred taxes, net                                                                 8,966                       -
                                                                                    ---------------------   -------------------
    Total liabilities                                                                   5,098,670               4,932,379
                                                                                    ---------------------   -------------------

    Shareholder's equity
        Common stock                                                                        1,500                   1,500
        Additional paid-in-capital                                                        313,844                 323,844
        Accumulated deficit                                                               (34,397)                (46,357)
        Accumulated other comprehensive income - net of tax                                74,023                  44,226
                                                                                    ---------------------   -------------------
    Total shareholder's equity                                                            354,970                 323,213
                                                                                    ---------------------   -------------------
    Total liabilities and shareholder's equity                                        $ 5,453,640             $ 5,255,592
                                                                                    ---------------------   -------------------
</TABLE>

See Notes to Financial Statements.

                                      -1-
<PAGE>

<TABLE>
<CAPTION>
                      AMERICAN EXPRESS CERTIFICATE COMPANY
                              STATEMENTS OF INCOME
                                   (thousands)
                                   (Unaudited)

                                                                                         Three Months Ended
                                                                                              March 31,
                                                                               ----------------------------------------
                                                                                      2004                 2003
                                                                                -----------------    ------------------
<S>                                                                                <C>                 <C>
      Investment income                                                            $  59,041           $   59,303
      Investment expenses                                                            (11,627)             (10,540)
                                                                                -----------------    ------------------
      Net investment income before provision for
        certificate reserves and income tax provision                                 47,414               48,763

      Net provision for certificate reserves                                         (28,935)             (25,328)
                                                                                -----------------    ------------------
      Net investment income before income tax provision                               18,479               23,435
      Income tax provision                                                            (6,360)              (7,808)
                                                                                -----------------    ------------------
      Net investment income                                                           12,119               15,627
                                                                                -----------------    ------------------

      Net realized (loss) gain on investments                                           (244)               1,546
      Income tax benefit (provision)                                                      85                 (541)
                                                                                -----------------    ------------------
      Net realized (loss) gain on investments                                           (159)               1,005

                                                                                -----------------    ------------------
      Net income                                                                   $  11,960           $   16,632
                                                                                -----------------    ------------------
</TABLE>

See Notes to Financial Statements.

                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                      AMERICAN EXPRESS CERTIFICATE COMPANY
                            STATEMENTS OF CASH FLOWS
                                   (thousands)
                                   (Unaudited)
                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                   -----------------------------------------
                                                                                         2004                   2003
                                                                                   ------------------    -------------------
<S>                                                                                   <C>                 <C>
      Cash Flows from Operating Activities
      Net income                                                                      $  11,960           $    16,632
      Adjustments to reconcile net income
          to net cash (used in) provided by operating activities:
             Interest added to certificate loans                                           (132)                 (161)
             Amortization of premiums/discounts - net                                     4,938                 1,164
             Provision (benefit) for deferred taxes                                       2,242                (2,828)
             Net deferred distribution fees                                                 174                   378
             Net realized (gain) loss on equity index options                            (2,617)                4,087
             Net realized loss (gain) on investments                                        244                (1,546)
             (Increase) decrease in dividends and interest receivable                    (2,917)                  770
             Change in other assets and liabilities, net                                (16,978)              (15,239)
                                                                                   ------------------    -------------------
      Net cash (used in) provided by operating activities                                (3,086)                3,257
                                                                                   ------------------    -------------------

      Cash Flows from Investing Activities
      Available-for-Sale investments:
               Sales                                                                     25,544               953,678
               Maturities and redemptions                                               170,714               375,915
               Purchases                                                               (350,172)           (1,321,586)
      Other investments:
               Sales                                                                     70,362                14,101
               Maturities and redemptions                                                32,904                20,202
               Purchases                                                                (98,142)              (56,938)
      Certificate loans:
               Payments                                                                     536                   756
               Fundings                                                                    (406)                 (422)
      Changes in amounts due to and from brokers, net                                    16,813               263,081
                                                                                   ------------------    -------------------
      Net cash (used in) provided by investing activities                              (131,847)              248,787
                                                                                   ------------------    -------------------

      Cash Flows from Financing Activities
               Payments from certificate owners                                         649,787               483,045
               Net provision for certificate reserves                                    28,935                25,328
               Certificate maturities and cash surrenders                              (510,145)             (508,569)
               Return of capital payment to AEFC                                        (10,000)                    -
                                                                                   ------------------    -------------------
      Net cash provided by (used in) financing activities                               158,577                  (196)
                                                                                   ------------------    -------------------

      Net increase in cash and cash equivalents                                          23,644               251,848

      Cash and cash equivalents beginning of period                                      25,099               240,323
                                                                                   ------------------    -------------------

      Cash and cash equivalents end of period                                         $  48,743           $   492,171
                                                                                   ------------------    -------------------
</TABLE>

See Notes to Financial Statements.

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                      AMERICAN EXPRESS CERTIFICATE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                   (thousands)
                                   (Unaudited)
                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                      --------------------------------------
                                                                                            2004                 2003
                                                                                      ------------------   -----------------
<S>                                                                                    <C>                   <C>
      Net income                                                                       $    11,960           $   16,632

      Other comprehensive income
      Unrealized gains (losses) on Available-for-Sale securities:
           Unrealized holding gains (losses) arising during period                          44,647              (18,072)
            Income tax (provision) benefit                                                 (15,626)               6,325
                                                                                      ------------------   -----------------
            Net unrealized holding gains (losses) arising during period                     29,021              (11,747)
                                                                                      ------------------   -----------------

           Reclassification adjustment for gains included in net income                       (202)              (2,537)
           Income tax provision                                                                 71                  888
                                                                                      ------------------   -----------------
           Net reclassification adjustment for gains included in net income                   (131)              (1,649)
                                                                                      ------------------   -----------------

      Net unrealized gains (losses) on Available-for-Sale securities                        28,890              (13,396)
                                                                                      ------------------   -----------------

      Unrealized losses on interest rate swaps:
           Unrealized losses arising during the period                                        (245)              (2,089)
           Income tax benefit                                                                   86                  732
                                                                                      ------------------   -----------------
           Net unrealized holding losses arising during period                                (159)              (1,357)
                                                                                      ------------------   -----------------

           Reclassification adjustment for losses included in net income                     1,640                1,019
           Income tax benefit                                                                 (574)                (357)
                                                                                      ------------------   -----------------
           Net reclassification adjustment for losses included in net income                 1,066                  662
                                                                                      ------------------   -----------------

      Net unrealized gains (losses) on interest rate swaps                                     907                 (695)
                                                                                      ------------------   -----------------

      Net other comprehensive income (loss)                                                 29,797              (14,091)
                                                                                      ------------------   -----------------

      Total comprehensive income                                                       $    41,757           $    2,541
                                                                                      ------------------   -----------------
</TABLE>

See Notes to Financial Statements.

                                      -4-
<PAGE>

                      AMERICAN EXPRESS CERTIFICATE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying  Financial  Statements  should be read in conjunction with
     the  financial  statements  in the Annual  Report on Form 10-K of  American
     Express  Certificate  Company  (AECC) for the year ended December 31, 2003.
     Certain reclassifications of prior period amounts have been made to conform
     to the current presentation.

     The interim financial  information in this report has not been audited.  In
     the  opinion  of  management,   all   adjustments   necessary  for  a  fair
     presentation  of the financial  position and results of operations  for the
     interim  periods  have been made.  All  adjustments  made were of a normal,
     recurring  nature.  Results of operations  reported for interim periods are
     not necessarily indicative of results for the entire year.

     Recently Issued Accounting Standards

     In  November  2003,  the  FASB  ratified  a  consensus  on  the  disclosure
     provisions of Emerging Issues Task Force (EITF) Issue 03-1, "The Meaning of
     Other-Than-Temporary    Impairment   and   Its   Application   to   Certain
     Investments." AECC complied with the disclosure  provisions of this rule in
     Note 3 to the  Consolidated  Financial  Statements  included  in its Annual
     Report on Form 10-K for the year ended  December 31,  2003.  In March 2004,
     the FASB  reached a consensus  regarding  the  application  of a three-step
     impairment  model  to  determine   whether  cost  method   investments  are
     other-than-temporarily impaired. AECC is currently evaluating the impact of
     adopting  the  provisions  of this rule  which are  required  to be applied
     prospectively to all current and future  investments for reporting  periods
     beginning after June 15, 2004.

2.   Investments in Unaffiliated Issuers

<TABLE>
<CAPTION>
     Investments in unaffiliated issuers at March 31, 2004 and December 31, 2003 were:

                                                                                        March 31,               December 31,
                                                                                          2004                      2003
                                                                                  ----------------------    ----------------------
     (Thousands)                                                                       (Unaudited)
<S>                                                                                  <C>                       <C>
     Available-for-Sale securities, at fair value
          (cost: 2004, $4,584,762; 2003, $4,435,647)                                 $    4,703,286            $    4,509,726
     First mortgage loans on real estate and other loans, at cost
          (fair value: 2004, $494,655; 2003, $493,798)                                      465,783                   469,309
     Certificate loans - secured by certificate reserves, at cost,
          which approximates fair value                                                      14,557                    15,606
                                                                                  ----------------------    ----------------------
       Total                                                                         $    5,183,626            $    4,994,641
                                                                                  ======================    ======================
</TABLE>

                                      -5-
<PAGE>

                      AMERICAN EXPRESS CERTIFICATE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

     Gross  realized  gains  and  losses  on sales  and  losses  recognized  for
     other-than-temporary    investments    of    securities    classified    as
     Available-for-Sale,  using  the  specific  identification  method,  were as
     follows for the three months ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                                        March 31,                 March 31,
                                                                                          2004                      2003
                                                                                  ----------------------    ----------------------
<S>                                                                                    <C>                      <C>
     (Millions)
     Gross realized gains on sales                                                     $    1.1                 $    36.4
     Gross realized losses on sales                                                    $   (0.7)                $    (1.0)
     Realized (losses) recognized for other-than-temporary
          impairments                                                                  $   (0.2)                $   (32.9)
</TABLE>

3.   Comprehensive Income

     Comprehensive  income is defined as the aggregate  change in  shareholder's
     equity,  excluding  changes in  ownership  interests.  It is the sum of net
     income and  changes  in  unrealized  gains or losses on  Available-for-Sale
     securities and unrealized gains or losses on derivatives. The components of
     comprehensive  income, net of related tax, for the three months ended March
     31,  2004  and  2003  are  reflected  in  the  accompanying  Statements  of
     Comprehensive Income.

4.   Taxes and Certificate Maturities and Surrenders through Loan Reductions

     Net income taxes paid during the three months ended March 31, 2004 and 2003
     were $19.5 million and $18.4 million, respectively.  Certificate maturities
     and surrenders  through loan reductions during the three months ended March
     31, 2004 and 2003 were $1.1 million and $0.6 million, respectively.

5.   Commitments and Contingencies

     At March 31, 2004 and 2003,  commitments  for  fundings  of first  mortgage
     loans on real estate,  at market interest rates, were $4.7 million and $3.5
     million, respectively. AECC holds the mortgage document, which gives it the
     right to take  possession of the property if the borrower  fails to perform
     according  to the  terms  of the  agreements.  AECC  employs  policies  and
     procedures to ensure the  creditworthiness  of the borrowers and that funds
     will be available on the funding date.  AECC's first mortgage loans on real
     estate fundings are restricted to 80 percent or less of the market value of
     the real estate at the time of the loan funding.

     AECC is a party to litigation and  arbitration  proceedings in the ordinary
     course  of its  business.  The  outcome  of any  litigation  or  threatened
     litigation  cannot  be  predicted  with  any  certainty.  However,  in  the
     aggregate,  AECC does not  consider  any lawsuits in which it is named as a
     defendant  to have a  material  impact  on  AECC's  financial  position  or
     operating results.

                                      -6-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

American  Express  Certificate  Company (AECC) is a  wholly-owned  subsidiary of
American  Express  Financial   Corporation  (AEFC),   which  is  a  wholly-owned
subsidiary  of American  Express  Company.  AECC is  registered as an investment
company under the Investment  Company Act of 1940 ("the 1940 Act") and is in the
business   of   issuing   face-amount   investment   certificates.   Face-amount
certificates issued by AECC entitle the certificate owner to receive at maturity
a stated  amount of money and interest or credits  declared from time to time by
AECC, at its discretion.  The certificates issued by AECC are not insured by any
government  agency.  AECC's  certificates are sold primarily by American Express
Financial  Advisors Inc.  (AEFAI),  and American Express Bank Ltd. (AEBL),  both
affiliates of AECC. AEFAI is registered as a broker-dealer in all 50 states, the
District of Columbia and Puerto Rico. AEFC acts as investment advisor for AECC.

AECC  follows  accounting  principles  generally  accepted in the United  States
(GAAP).

Certain  of the  statements  below are  forward  looking  statements  within the
meaning of the Private Securities Litigation Reform Act. See the Forward-Looking
Statements section on page 10.

Results of Operations for the Three Months Ended March 31, 2004 and 2003

AECC's net income  decreased  $4.7  million or 28 percent  reflecting  lower net
investment  income,  which  was  primarily  due  to  higher  net  provision  for
certificate  reserves,  and a net realized loss on  investments as compared to a
net realized gain on investments for the same period a year ago.

Net  provision for  certificate  reserves  increased  $3.6 million or 14 percent
reflecting the effect on stock market  certificates  of  appreciation in the S&P
500 this period versus depreciation during the same period last year,  partially
offset by lower interest  crediting rates on the interest rate sensitive portion
of AECC's certificate reserves.

For the first quarter of 2004,  $1.1 million of gross  realized gains from sales
of securities  classified as  Available-for-Sale  were offset by $0.9 million of
impairments  and  losses.  Included in these  total  investment  losses are $0.7
million  of gross  realized  losses  from sales of  securities,  as well as $0.2
million of  other-than-temporary  investment  impairment  losses,  classified as
Available-for-Sale.  For the  first  quarter  of 2003,  $36.4  million  of gross
realized gains from sales of securities  classified as  Available-for-Sale  were
mostly offset by $1 million of gross  realized  losses from sales of securities,
as well as $32.9 million of  other-than-temporary  investment impairment losses,
classified as Available-for-Sale.

Impact of Recent Market Volatility on Results of Operations

AECC is  exposed to risk  associated  with  fluctuating  interest  payments  for
certain certificate  products tied to the London Interbank Offering Rate (LIBOR)
as such certificate  product interest crediting rates reset at shorter intervals
than the changes in the investment  portfolio  yield related to new  investments
and  reinvestments.  Therefore,  AECC's  spreads may be  negatively  impacted by
increases  in the general  level of interest  rates.  AECC may hedge the risk of
rising interest rates by entering into pay-fixed, receive-variable (LIBOR-based)
interest rate swaps that convert fluctuating interest crediting rate payments to
fixed  payments,  effectively  protecting  AECC from  unfavorable  interest rate
movements.

                                      -7-
<PAGE>

The interest rate swaps are  designated and accounted for as cash flow hedges in
accordance  with Statement of Financial  Accounting  Standards No. 133. At March
31, 2004,  AECC had $300  million  notional of interest  rate swaps  expiring at
various  dates from January 2005 through  February  2005.  At December 31, 2003,
AECC had $900 million notional of interest rate swaps outstanding,  $600 million
of which expired during the first quarter of 2004.

AECC is also exposed to risk associated  with  fluctuations in the S&P 500 stock
market index for three series of certificate products.  Such amounts credited to
the certificate  owners' accounts are tied to the relative change in the S&P 500
stock market index  between the beginning  and end of the  certificates'  terms.
AECC   purchases  and  writes  equity  index  options  in  order  to  meet  such
obligations.  The recent and relative appreciation in the S&P 500 index caused a
relatively  substantial  increase in AECC's provision for certificate  reserves,
which was effectively  offset by an increase in net pretax gains on equity index
options, which are reflected in investment income.

The ratio of shareholder's  equity,  excluding  accumulated other  comprehensive
(loss)  income  net of tax,  to total  assets  less  certificate  loans  and net
unrealized  holding  gains and  losses  on  Available-for-Sale  securities  (the
Capital-to-Assets-Ratio)  was 5.3  percent and 5.4 percent at March 31, 2004 and
December  31,  2003,  respectively.  In  accordance  with an informal  agreement
established with the  Commissioner of Commerce for the State of Minnesota,  AECC
has agreed to maintain,  at all times,  a minimum  Capital-to-Assets  Ratio of 5
percent.

Liquidity and Capital Resources

AECC's  principal  sources  of cash  are  receipts  from  sales  of face  amount
certificates and net cash flows from investments.  AECC's principal uses of cash
are payments to  certificate  owners for matured and  surrendered  certificates,
purchases of investments and return of capital or dividend payments to AEFC.

Cash received from sales of certificates totaled $649.8 million during the first
quarter of 2004  compared  to $483  million  during the same  period a year ago.
Certificate  maturities  and cash  surrenders  totaled $510.1 million during the
first quarter of 2004,  compared to $508.6 million during the same period a year
ago.

AECC, as an issuer of face-amount  certificate  products,  is impacted  whenever
there is a change in interest rates as certificate  product  interest  crediting
rates reset at shorter  intervals than changes in yields on AECC's  investments.
In view of continued uncertainty in investment markets and due to the short-term
repricing nature of certificate products, AECC continues to invest in securities
that  provide for more  immediate,  periodic  interest and  principal  payments,
resulting in improved  liquidity.  To accomplish  this, AECC continues to invest
much of its cash flow in intermediate-term bonds and mortgage-backed securities.
In addition,  AECC enters into interest  rate swap  contracts  that  effectively
lengthen the rate reset interval on certificate products.  Also, on three series
of AECC's  certificates,  interest is credited to certificate  owners'  accounts
based  upon the  relative  change in a major  stock  market  index  between  the
beginning and end of the certificates' terms. To meet the obligations related to
the  provisions of these certain  certificates,  AECC purchases and writes index
options on a major  stock  market  index  and,  from time to time,  enters  into
futures contracts.

AECC's investment  program is designed to maintain an investment  portfolio that
will  produce  an above  average  after-tax  yield  within  acceptable  risk and
liquidity parameters. AECC's investment program

                                      -8-
<PAGE>

also considers investment securities as investments acquired to meet anticipated
certificate owner obligations.

Debt   securities   and   marketable   equity   securities   are  classified  as
Available-for-Sale  and are  carried  at  fair  value.  Such  Available-for-Sale
classification  does not mean AECC expects to sell these securities,  but rather
these securities are available to meet possible  liquidity needs should there be
significant changes in market interest rates or certificate owner redemptions.

Cash (used in) provided by investing  activities was ($131.8 million) and $248.8
million  during the first quarters of 2004 and 2003,  respectively.  This change
reflects   lower  sales,   maturities   and   purchases  of   Available-for-Sale
investments,  higher sales, maturities and purchases of other investments, and a
relatively  lower  favorable  impact  from  changes in  amounts  due to and from
brokers.

Cash provided by (used in)  financing  activities  was $158.6  million and ($0.2
million) during the first quarters of 2004 and 2003,  respectively.  This change
reflects an  increase  in net  certificate  product  inflows of $168.8  million,
partially  offset by a first quarter 2004 $10 million return of capital  payment
to AEFC.

Investments  include $204.6 million,  $190.4 million and $120.1 million of below
investment   grade  securities   (excluding  net  unrealized   appreciation  and
depreciation)  at March  31,  2004,  December  31,  2003  and  March  31,  2003,
respectively.  These  investments  represent  4.1  percent,  3.9 percent and 2.6
percent of AECC's investment  portfolio at March 31, 2004, December 31, 2003 and
March 31,  2003,  respectively.  These  investments  may be  subject to a higher
degree  of risk than the  investment  grade  issues  because  of the  borrower's
generally greater sensitivity to adverse economic conditions,  such as recession
or increasing  interest rates, and in certain  instances,  the lack of an active
secondary market.  Expected returns on below investment grade securities reflect
consideration of such factors. AECC has identified certain investments for which
a decline in fair value has been determined to be other than temporary,  and has
written such securities down to fair value with a charge to net income.

OTHER REPORTING MATTERS
Accounting Developments

See "Recently Issued  Accounting  Standards"  section of Note 1 to the Financial
Statements.

                                      -9-
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

AECC's management,  with the participation of the AECC's Chief Executive Officer
and  Chief  Financial  Officer,   has  evaluated  the  effectiveness  of  AECC's
disclosure  controls and procedures (as such term is defined in Rules  13a-15(e)
and  15d-15(e)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act")) as of the end of the period  covered by this report.  Based on
such evaluation, AECC's Chief Executive Officer and Chief Financial Officer have
concluded  that, as of the end of such period,  AECC's  disclosure  controls and
procedures  are  effective.  There have not been any changes in AECC's  internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f)  under the Exchange Act) during AECC's first fiscal  quarter that have
materially  affected,  or are  reasonably  likely to materially  affect,  AECC's
internal control over financial reporting.

Forward-Looking Statements

This report includes forward-looking statements,  which are subject to risks and
uncertainties.   The  words  "believe,"  "expect,"  "anticipate,"  "optimistic,"
"intend,"  "plan,"  "aim,"  "will,"  "should,"  "could,"  "likely,"  and similar
expressions  are intended to identify  forward-looking  statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made.  AECC undertakes no obligation
to update or revise any  forward-looking  statements.  Factors  that could cause
actual  results  to differ  materially  from  these  forward-looking  statements
include,  but are not limited to:  AECC's  ability to  successfully  implement a
business  model that allows for  significant  net income growth based on revenue
growth that is lower than  historical  levels,  including the ability to improve
its  operating  expense to revenue ratio both in the  short-term  and over time,
which will depend in part on the  effectiveness of reengineering  and other cost
control  initiatives,  as well as  factors  impacting  AECC's  revenues;  AECC's
ability to grow its business,  over time, which will depend on AECC's ability to
manage its capital needs and the effect of business mix; the ability to increase
investment  spending,  which will depend in part on the equity markets and other
factors affecting revenues, and the ability to capitalize on such investments to
improve business metrics; the accuracy of certain critical accounting estimates,
including the fair value of the assets in AECC's investment portfolio (including
those  investments that are not readily  marketable),  fluctuation in the equity
and fixed income  markets,  which can affect the amount and types of certificate
products sold by AECC,  potential  deterioration in AECC's  high-yield and other
investments,   which  could  result  in  further  losses  in  AECC's  investment
portfolio;  the  ability  of AECC  to sell  certain  high-yield  investments  at
expected values and within anticipated timeframes and to maintain its high-yield
portfolio  at certain  levels in the  future;  and  spreads  in the  certificate
businesses; credit trends and the rate of bankruptcies, which can affect returns
on AECC's  investment  portfolios;  fluctuations  in foreign  currency  exchange
rates,  which could affect commercial  activities,  among other  businesses,  or
restrictions  on  convertibility  of  certain  currencies;  changes  in  laws or
government  regulations,  including tax laws affecting AECC's businesses or that
may affect the sales of the products and services that it offers, and regulatory
activity  in the  areas  of  customer  privacy,  consumer  protection,  business
continuity and data protection; the adoption of recently issued accounting rules
related to the  consolidation  of variable  interest  entities,  including those
involving  collateralized  debt  obligations and secured loan trusts,  that AECC
invests  in,  which  could  affect  both  AECC's  balance  sheet and  results of
operations; and outcomes and costs associated with litigation and compliance and
regulatory  matters.  A  further  description  of  these  and  other  risks  and
uncertainties  can be found in  AECC's  Annual  Report on Form 10-K for the year
ended December 31, 2003 and its other reports filed with the SEC.

                                      -10-
<PAGE>

PART II.  OTHER INFORMATION

AMERICAN EXPRESS CERTIFICATE COMPANY

Item 1.   Legal Proceedings

          AECC is a party  to  litigation  and  arbitration  proceedings  in the
          ordinary  course of its  business.  The outcome of any  litigation  or
          threatened litigation cannot be predicted with any certainty. However,
          in the  aggregate,  AECC does not consider any lawsuits in which it is
          named as a  defendant  to have a material  impact on AECC's  financial
          position or operating results.

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

              See Exhibit Index on page E-1 hereof.

          (b) Reports on Form 8-K

              There were no reports on Form 8-K filed by AECC during the
              quarterly period ended March 31, 2004.

                                      -11-
<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 CERTIFICATE COMPANY
                                                  (Registrant)




         Date:  May 10, 2004          By  /s/ Paula R. Meyer
                                          -----------------------------------
                                              Paula R. Meyer
                                              Chief Executive Officer



         Date:  May 10, 2004          By  /s/ Brian J. McGrane
                                          -----------------------------------
                                              Brian J. McGrane
                                              Vice President and Chief Financial
                                                Officer

                                      -12-
<PAGE>

                                  EXHIBIT INDEX

The following exhibits are filed as part of this Quarterly Report:

Exhibit                  Description

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

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

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




                                       E-1