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 September 30, 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 October 31, 2004
--------------------------------------------  ----------------------------------
  Common Shares (par value $10 per share)                150,000 shares

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS 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 - September 30, 2004 and
                       December 31, 2003                                      1

                       Statements of Income - Three months ended
                       September 30, 2004 and 2003                            2

                       Statements of Income - Nine months ended
                       September 30, 2004 and 2003                            3

                       Statements of Cash Flows - Nine months ended
                       September 30, 2004 and 2003                            4

                       Statements of Comprehensive Income (Loss) -
                       Three months ended September 30, 2004 and 2003         5

                       Statements of Comprehensive Income -
                       Nine months ended September 30, 2004 and 2003          6

                       Notes to Financial Statements                        7-9

              Item 2.  Management's Discussion and Analysis of
                       Financial Condition and Results of Operations      10-13

              Item 4.  Controls and Procedures                               13


Part II.      Other Information

              Item 1.  Legal Proceedings                                     14

              Item 6.  Exhibits and Reports on Form 8-K                      14

              Signatures                                                     15

              Exhibit Index                                                 E-1
<PAGE>

PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                  AMERICAN EXPRESS CERTIFICATE COMPANY
                             BALANCE SHEETS
                               (thousands)
                                                                                   September 30,      December 31,
                                                                                       2004              2003
                                                                                   -------------     -------------
                                                                                    (Unaudited)
<S>                                                                                <C>               <C>
Assets
------
Qualified Assets
    Cash and cash equivalents                                                      $   135,128       $     25,099
    Investments in unaffiliated issuers                                              5,476,157          4,994,641
    Equity index options, purchased                                                     62,369            153,162
    Receivables                                                                         46,704             43,953
                                                                                   ------------      -------------
Total qualified assets                                                               5,720,358          5,216,855
                                                                                   ------------      -------------
Other Assets
    Deferred taxes, net                                                                 16,485              9,321
    Due from American Express Financial Corporation for federal income taxes                 -             22,963
    Deferred distribution fees and other                                                     -              6,453
                                                                                   ------------      -------------
Total other assets                                                                      16,485             38,737
                                                                                   ------------      -------------

Total assets                                                                       $ 5,736,843       $  5,255,592
                                                                                   ============      =============

Liabilities and Shareholder's Equity
-------------------------------------
Liabilities
    Certificate reserves                                                           $ 5,310,413       $  4,787,817
    Equity index options, written                                                       29,993            110,642
    Amounts due to brokers                                                              41,309              9,173
    Accounts payable and accrued liabilities                                            33,098             24,747
                                                                                   ------------      -------------
Total liabilities                                                                    5,414,813          4,932,379
                                                                                   ------------      -------------
Shareholder's equity
    Common stock                                                                         1,500              1,500
    Additional paid-in-capital                                                         303,844            323,844
    Accumulated deficit                                                                (10,614)           (46,357)
    Accumulated other comprehensive income, net of tax                                  27,300             44,226
                                                                                   ------------      -------------
Total shareholder's equity                                                             322,030            323,213
                                                                                   ------------      -------------

Total liabilities and shareholder's equity                                         $ 5,736,843       $  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
                                                                                            September 30,
                                                                                   -----------------------------
                                                                                       2004              2003
                                                                                   -----------       -----------
<S>                                                                                <C>               <C>
Investment income                                                                  $   55,953        $   60,741
Investment expenses                                                                   (18,088)          (11,297)
                                                                                   -----------       -----------
Net investment income before provision for
    certificate reserves and income tax provision                                      37,865            49,444

Net provision for certificate reserves                                                (23,481)          (32,217)
                                                                                   -----------       -----------
Net investment income before income tax provision                                      14,384            17,227
Income tax provision                                                                   (5,474)           (6,027)
                                                                                   -----------       -----------
Net investment income                                                                   8,910            11,200
                                                                                   -----------       -----------
Net realized gain (loss) on investments before income tax
    provision                                                                           2,874            (1,350)
Income tax (provision) benefit                                                         (1,051)              473
                                                                                   -----------       -----------
Net realized gain (loss) on investments                                                 1,823              (877)

                                                                                   -----------       -----------
Net income                                                                         $   10,733        $   10,323
                                                                                   ===========       ===========
</TABLE>


                       See Notes to Financial Statements.

                                      -2-
<PAGE>

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

                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                  ------------------------------
                                                                                      2004               2003
                                                                                  ------------       -----------
<S>                                                                               <C>                <C>
Investment income                                                                 $  178,296         $  191,922
Investment expenses                                                                  (41,990)           (32,748)
                                                                                  ------------       -----------
Net investment income before provision for
    certificate reserves and income tax provision                                    136,306            159,174

Net provision for certificate reserves                                               (84,718)          (100,561)
                                                                                  ------------       -----------
Net investment income before income tax provision                                     51,588             58,613
Income tax provision                                                                 (18,314)           (19,788)
                                                                                  ------------       -----------
Net investment income                                                                 33,274             38,825
                                                                                  ------------       -----------
Net realized gain on investments before income tax
    provision                                                                          3,868              2,575
Income tax provision                                                                  (1,399)              (901)
                                                                                  ------------       -----------
Net realized gain on investments                                                       2,469              1,674

                                                                                  ------------       -----------
Net income                                                                          $ 35,743         $   40,499
                                                                                  ============       ===========
</TABLE>

                       See Notes to Financial Statements.

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                      AMERICAN EXPRESS CERTIFICATE COMPANY
                            STATEMENTS OF CASH FLOWS
                                   (thousands)
                                   (Unaudited)
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                  --------------------------------
                                                                                       2004               2003
                                                                                  -------------      -------------
<S>                                                                                <C>               <C>
Cash Flows from Operating Activities
Net income                                                                         $    35,743       $     40,499
Adjustments to reconcile net income
    to net cash provided by (used in) operating activities:
       Interest added to certificate loans                                                (394)              (461)
       Amortization of premiums, accretion of discounts, net                            14,858              10,182
       Deferred taxes, net                                                              (7,856)           (33,604)
       Net realized gain on investments before income tax provision                     (3,868)            (2,575)
       Changes in other operating assets and liabilities:
           Deferred distribution fees, net                                               6,453                 25
           Equity index options purchased and written, net                              10,143            (19,274)
           Dividends and interest receivable                                            (4,809)            (1,843)
           Other assets and liabilities, net                                            45,921                490
                                                                                  -------------      -------------
Net cash provided by (used in) operating activities                                     96,191             (6,561)
                                                                                  -------------      -------------

Cash Flows from Investing Activities
Available-for-Sale investments:
         Sales                                                                          85,652          1,115,808
         Maturities and redemptions                                                    678,268          1,106,454
         Purchases                                                                  (1,298,153)        (2,329,547)
Other investments:
         Sales                                                                          12,242             14,741
         Maturities and redemptions                                                     94,480             86,346
         Purchases                                                                     (97,764)          (105,222)
Certificate loans:
         Payments                                                                        1,432              2,249
         Fundings                                                                       (1,219)            (1,280)
Changes in amounts due to and from brokers, net                                         34,194           (206,887)
                                                                                  -------------      -------------
Net cash used in investing activities                                                 (490,868)          (317,338)
                                                                                  -------------      -------------

Cash Flows from Financing Activities
         Payments from certificate owners                                            2,120,192          1,861,176
         Net provision for certificate reserves                                         84,718            100,561
         Certificate maturities and cash surrenders                                 (1,680,204)        (1,756,834)
         Proceeds from reverse repurchase agreements                                         -            326,300
         Payments on reverse repurchase agreements                                           -           (326,300)
         Return of capital to American Express Financial Corporation                   (20,000)           (30,000)
                                                                                  -------------      -------------
Net cash provided by financing activities                                              504,706            174,903
                                                                                  -------------      -------------

Net increase (decrease) in cash and cash equivalents                                   110,029           (148,996)

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

Cash and cash equivalents end of period                                            $   135,128       $     91,327
                                                                                  =============      =============
</TABLE>


                       See Notes to Financial Statements.

                                      -4-
<PAGE>

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

                                                                                          Three Months Ended
                                                                                             September 30,
                                                                                   -------------------------------
                                                                                      2004                 2003
                                                                                   -----------        ------------
<S>                                                                                <C>                <C>
Net income                                                                         $   10,733         $    10,323
                                                                                   -----------        ------------
Other comprehensive income (loss)
    Unrealized gains (losses) on Available-for-Sale securities:
        Unrealized holding gains (losses) arising during period                        62,851             (30,134)
        Income tax (expense) benefit                                                  (21,999)             10,547
                                                                                   -----------        ------------
           Net unrealized holding gains (losses) arising during period                 40,852             (19,587)
                                                                                   -----------        ------------

       Reclassification adjustment for gains included in net income                    (2,204)               (679)
       Income tax expense                                                                 771                 237
                                                                                   -----------        ------------
          Net reclassification adjustment for gains included in net income             (1,433)               (442)
                                                                                   -----------        ------------
    Net unrealized gains (losses) on Available-for-Sale securities                     39,419             (20,029)
                                                                                   -----------        ------------

    Unrealized (losses) gains on interest rate swaps:
        Unrealized holding (losses) gains arising during the period                      (209)                 80
        Income tax benefit (expense)                                                       74                 (28)
                                                                                   -----------        ------------
           Net unrealized holding (losses) gains arising during period                   (135)                 52
                                                                                   -----------        ------------

       Reclassification adjustment for losses included in net income                    1,270               1,507
       Income tax benefit                                                                (445)               (527)
                                                                                   -----------        ------------
         Net reclassification adjustment for losses included in net income                825                 980
                                                                                   -----------        ------------
    Net unrealized gains on interest rate swaps                                           690               1,032
                                                                                   -----------        ------------

Net other comprehensive income (loss)                                                  40,109             (18,997)
                                                                                   -----------        ------------

Total comprehensive income (loss)                                                  $   50,842         $    (8,674)
                                                                                   ===========        ============
</TABLE>


                       See Notes to Financial Statements.

                                      -5-
<PAGE>

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

                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                --------------------------------------
                                                                                      2004                 2003
                                                                                ------------------   -----------------
<S>                                                                               <C>                 <C>
Net income                                                                        $   35,743          $    40,499
                                                                                  -----------         ------------
Other comprehensive income
    Unrealized (losses) on Available-for-Sale securities:
        Unrealized holding (losses) arising during period                            (27,226)             (22,231)
        Income tax benefit                                                             9,529                7,781
                                                                                  -----------         ------------
           Net unrealized holding (losses) arising during period                     (17,697)             (14,450)
                                                                                  -----------         ------------

       Reclassification adjustment for gains included in net income                   (3,620)              (6,910)
       Income tax expense                                                              1,267                2,418
                                                                                  -----------         ------------
          Net reclassification adjustment for gains included in net income            (2,353)              (4,492)
                                                                                  -----------         ------------
    Net unrealized (losses) on Available-for-Sale securities                         (20,050)             (18,942)
                                                                                  -----------         ------------
    Unrealized gains (losses) on interest rate swaps:
        Unrealized holding gains (losses) arising during the period                      318               (3,955)
        Income tax (expense) benefit                                                    (110)               1,384
                                                                                  -----------         ------------
           Net unrealized holding gains (losses) arising during period                   208               (2,571)
                                                                                  -----------         ------------

       Reclassification adjustment for losses included in net income                   4,487                3,797
       Income tax benefit                                                             (1,571)              (1,328)
                                                                                  -----------         ------------
         Net reclassification adjustment for losses included in net income             2,916                2,469
                                                                                  -----------         ------------
    Net unrealized gains (losses) on interest rate swaps                               3,124                 (102)
                                                                                  -----------         ------------

Net other comprehensive loss                                                         (16,926)             (19,044)
                                                                                  -----------         ------------

Total comprehensive income                                                        $   18,817          $    21,455
                                                                                  ===========         ============
</TABLE>


                       See Notes to Financial Statements.

                                      -6-
<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 Financial Accounting Standards Board (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 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 investments accounted for
     in accordance with SFAS No. 115, "Accounting for Certain Investments in
     Debt and Equity Securities," and other cost method investments are
     other-than-temporarily impaired. However, with the issuance of FASB Staff
     Position (FSP) No. EITF 03-1-1, the provisions of the consensus relating to
     the measurement and recognition of other-than-temporary impairments will be
     deferred pending further clarification from the FASB. The remaining
     provisions of this rule, which primarily relate to disclosure requirements,
     are required to be applied prospectively to all current and future
     investments accounted for in accordance with SFAS No. 115 and other cost
     method investments. AECC will evaluate the potential impact of EITF 03-1
     after the FASB completes its reassessment.

2.   Investments in Unaffiliated Issuers

     Investments in unaffiliated issuers at September 30, 2004 and December 31,
     2003 were:

<TABLE>
<CAPTION>
                                                                                   September 30,      December 31,
                                                                                       2004              2003
                                                                                  ---------------   --------------
<S>                                                                               <C>                 <C>
     (Thousands)
     Available-for-Sale securities, at fair value
          (cost: 2004, $4,958,539; 2003, $4,435,647)                              $    5,001,773      $ 4,509,726
     First mortgage loans on real estate and other loans, at cost
          (fair value: 2004, $487,455; 2003, $493,798)                                   460,706          469,309
     Certificate loans - secured by certificate reserves, at cost,
          which approximates fair value                                                   13,678           15,606
                                                                                  ---------------   --------------
       Total                                                                      $    5,476,157      $ 4,994,641
                                                                                  ===============   ==============
</TABLE>

                                      -7-
<PAGE>

                      AMERICAN EXPRESS CERTIFICATE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

     Gross realized gains and losses on sales and losses recognized for
     other-than-temporary impairments of securities classified as
     Available-for-Sale, using the specific identification method, were as
     follows for the three and nine months ended September 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                            Three Months Ended                   Nine Months Ended
                                                              September 30,                        September 30,
                                                     ---------------------------------      ---------------------------

                                                          2004             2003                  2004          2003
                                                     ---------------  ----------------      ------------  -------------
<S>                                                    <C>              <C>                  <C>            <C>
     (Thousands)
     Gross realized gains on sales                     $     2,373      $    4,017           $   4,874      $  45,645
     Gross realized (losses) on sales                  $      (168)     $     (150)          $  (1,054)     $  (2,697)
     Realized (losses) recognized for
        other-than-temporary impairments               $         -      $   (3,188)          $    (200)     $ (36,038)
</TABLE>

3.   Deferred Distribution Fees and Other

     Prior to September 30, 2004, distribution fees on sales of certain
     certificate products were deferred and amortized over the estimated lives
     of the related certificates, which was generally one year but could have
     been up to 10 years. Upon surrender prior to maturity, unamortized deferred
     distribution fees were reflected in expenses and any related surrender
     charges were reflected as a reduction to the provision expense for
     certificate reserves. During the third quarter of 2004, and based on
     management's recent review of AECC's certificate product portfolio mix and
     certificate portfolio maturities, AECC determined it to be appropriate to
     not defer distribution fees in the future and to completely write-down
     previously deferred balances to zero. As a result of these actions,
     investment expenses increased $5.7 million on a pre-tax basis during the
     third quarter of 2004.

4.   Comprehensive Income (Loss)

     Comprehensive   income  (loss)  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 net  unrealized  gains  or  losses  on
     Available-for-Sale  securities, net of related tax and net unrealized gains
     or  losses  on   derivatives,   net  of  related  tax.  The  components  of
     comprehensive  income (loss) for the three and nine months ended  September
     30,  2004  and  2003  are  reflected  in  the  accompanying  Statements  of
     Comprehensive Income (Loss).

5.   Taxes and Certificate Maturities and Surrenders through Loan Reductions

     Net cash received for income taxes during the nine months ended September
     30, 2004 was $22.9 million. Net cash paid for income taxes during the nine
     months ended September 30, 2003 was $52.1 million. Certificate maturities
     and surrenders through loan reductions during the nine months ended
     September 30, 2004 and 2003 were $2.1 million and $1.8 million,
     respectively.


                                      -8-
<PAGE>

                      AMERICAN EXPRESS CERTIFICATE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


6.   Commitments and Contingencies

     Commitments to fund first mortgage loans on real estate at September 30,
     2004 and December 31, 2003 were $18.6 million and $9.8 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
     designed to ensure the creditworthiness of the borrowers and that funds
     will be available on the funding date. AECC's investments in first mortgage
     loans on real estate are restricted to 80 percent or less of the market
     value of the real estate at the time of the loan funding.

     AECC believes that it is not a party to, nor are any of its properties the
     subject of, any pending legal, arbitration, or regulatory proceedings that
     would have a material adverse effect on its financial condition, results of
     operations or liquidity. However, it is possible that the outcome of any
     such proceedings could have a material impact on results of operations in
     any particular reporting period as the proceedings are resolved.


                                      -9-
<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 investment
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 United States  generally  accepted  accounting  principles  (GAAP).
Certain  reclassifications  of prior period amounts have been made to conform to
the current presentation.

Certain  of the  statements  below are  forward-looking  statements  within the
meaning  of the  Private  Securities  Litigation  Reform  Act of  1995.  See the
"Forward-Looking Statements" section below.

Results of Operations for the Three Months Ended September 30, 2004 and 2003

AECC's net income  increased $0.4 million or 4 percent  reflecting a decrease in
the net provision for certificate reserves, an increase in the net realized gain
on  investments  partially  offset by an increase in  investment  expense due to
distribution fees which are no longer deferred.

Net provision for certificate reserves decreased $8.7 million or 27 percent this
period versus the same period last year due to the impact of  depreciation  this
year  versus  appreciation  last  year in the S&P 500 on the  value  of  options
hedging  outstanding  stock  market  certificates,  partially  offset  by higher
average certificate reserves.

For the three months ended September 30, 2004, $4.9 million of total  investment
gains were partially  offset by $2.0 million of investment  losses.  Included in
these total investment gains and losses are $2.4 million of gross realized gains
and $0.2 million of gross realized  losses from sales of securities  classified
as  Available-for-Sale.  For the three months  ended  September  30, 2003,  $4.0
million  of  gross  realized  gains  from  sales  of  securities  classified  as
Available-for-Sale  were more than offset by $5.4 million of investment  losses.
Included in these total  investment  losses were $0.2 million of gross  realized
losses on sales of securities,  as well as $3.2 million of  other-than-temporary
impairment losses on investments classified as Available-for-Sale.

Results of Operations for the Nine Months Ended September 30, 2004 and 2003

AECC's net income decreased $4.8 million or 12 percent  reflecting a decrease in
investment  income,  primarily  due to lower  average  investment  yields and an
increase in investment  expenses due to deferred  distribution fees which are no
longer  deferred,  all of which is  partially  offset by a  decrease  in the net
provision for certificate reserves.


                                      -10-
<PAGE>

Net provision for  certificate  reserves  decreased  $15.8 million or 16 percent
this  period  versus the same period  last year  reflecting  the effect on stock
market  certificates  of lower  appreciation  in the S&P 500 and lower  interest
crediting  rates on the interest rate  sensitive  portion of AECC's  certificate
reserves, partially offset by higher average certificate reserves.

For the nine months ended September 30, 2004,  $7.5 million of total  investment
gains were partially  offset by $3.6 million of investment  losses.  Included in
these total investment gains and losses are $4.9 million of gross realized gains
and $1.1 million of gross realized  losses from sales of securities,  as well as
$0.2  million  of   other-than-temporary   impairment   losses  on  investments
classified as Available-for-Sale.  For the nine months ended September 30, 2003,
$45.6 million of gross  realized  gains from sales of  securities  classified as
Available-for-Sale  were partially offset by $43.0 million of investment losses.
Included in these total  investment  losses were $2.7 million of gross  realized
losses   from   sales   of   securities,   as   well   as   $36.0   million   of
other-than-temporary   impairment   losses   on   investments   classified   as
Available-for-Sale.

Impact of 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)
because  interest  crediting  rates for  certificate  products  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.  The interest rate swaps are  designated and accounted
for as cash flow hedges in  accordance  with  Statement of Financial  Accounting
Standards  (SFAS) No. 133. At September 30, 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  depreciation in the S&P 500 index caused a decrease in
AECC's  provision for certificate  reserves,  which was effectively  offset by a
decrease in net pre-tax mark-to-market gains on equity index options included in
investment income.

Liquidity and Capital Resources

AECC's  principal  sources  of cash  are  receipts  from  sales  of  face-amount
investment  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.


                                      -11-
<PAGE>

Cash received from sales of  certificates  totaled $2.1 billion  during the nine
months ended  September 30, 2004 compared to $1.9 billion during the same period
a year ago.  Certificate  maturities  and cash  surrenders  totaled $1.7 billion
during the nine months ended September 30, 2004, compared to $1.8 billion during
the same period a year ago.

AECC, as an issuer of face-amount  investment  certificate products, is impacted
whenever there is a change in interest rates because  interest  crediting  rates
for  certificate  products 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 investable funds 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 of AECC's products, 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  competitive  portfolio yields within acceptable risk and liquidity
parameters.   AECC's  investment  program  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 investing  activities  was $490.9 million and $317.3 million during
the nine months ended  September  30, 2004 and 2003,  respectively.  This change
primarily   reflects  a  decrease  in  sales,   maturities  and  redemptions  of
Available-for-Sale and sales of other investments, offset by a decrease in total
investment purchases.

Cash  provided by financing  activities  was $504.7  million and $174.9  million
during the nine months ended  September  30, 2004 and 2003,  respectively.  This
change  reflects  an  increase  in net  certificate  product  inflows  of $319.8
million  and a decrease of $10 million on the return of capital payment to AEFC
in the 2004 period.

Investments  include $233.5 million,  $190.4 million and $144.0 million of below
investment   grade  securities   (excluding  net  unrealized   appreciation  and
depreciation)  at September 30, 2004,  December 31, 2003 and September 30, 2003,
respectively.  These  investments  represent  4.3  percent,  3.9 percent and 3.0
percent of AECC's investment  portfolio at September 30, 2004, December 31, 2003
and  September 30, 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.


                                      -12-
<PAGE>

The ratio of shareholder's  equity,  excluding  accumulated other  comprehensive
income (loss), to total assets less certificate loans and net unrealized holding
gains and losses on investment securities classified as Available-for-Sale  (the
Capital-to-Assets-Ratio)  was 5.2 percent and 5.4 percent at September  30, 2004
and December 31, 2003,  respectively.  In accordance  with an agreement 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 five percent.

OTHER REPORTING MATTERS
Accounting Developments

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

ITEM 4.  CONTROLS AND PROCEDURES

AECC's management,  with the participation of 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 the fiscal quarter to which this report
relates 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,"  "would,"  "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

                                      -13-
<PAGE>

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.

PART II.  OTHER INFORMATION

AMERICAN EXPRESS CERTIFICATE COMPANY

Item 1.   Legal Proceedings

          AECC believes that it is not a party to, nor are any of its properties
          the  subject  of,  any  pending  legal,  arbitration,   or  regulatory
          proceedings that would have a material adverse effect on its financial
          condition, results of operations or liquidity. However, it is possible
          that the outcome of any such proceedings  could have a material impact
          on results of operations  in any  particular  reporting  period as the
          proceedings are resolved.

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 September 30, 2004.


                                      -14-
<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:  November 10, 2004              By  /s/ Paula R. Meyer
                                          ------------------------------
                                          Paula R. Meyer
                                          Chief Executive Officer




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


                                      -15-
<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