<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
--------------------------
Date of Report (Date of earliest event reported): February 10, 1998
--------------------------
AMERICAN EXPRESS CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
--------------------------
Delaware 1-6908 11-1988350
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
One Christina Centre, Wilmington, Delaware 19801-2919
------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 594-3350
---------------------------------------------------
(Former name or former address, if changed since last report)
===============================================================================
<PAGE>
Item 5. Other Events
In connection with the incorporation by reference of certain financial
information of American Express Company into registration statements of the
registrant, filed herewith as Exhibits 15 and 23, respectively, are a letter re
unaudited financial information and consent of independent auditors.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
(c) Exhibits
15 Letter re unaudited financial information.
23 Consent of Ernst & Young LLP.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN EXPRESS CREDIT CORPORATION
(REGISTRANT)
By /s/ Vincent P. Lisanke
---------------------
Name: Vincent P. Lisanke
Title: President
DATE: February 10, 1998
<PAGE>
EXHIBIT INDEX
Item No. Description
- -------- -----------
15 Letter re unaudited financial information.
23 Consent of Ernst & Young LLP.
<PAGE>
Exhibit 15
February 10, 1998
The Shareholders and Board of Directors
American Express Company
We are aware of the incorporation by reference in the Registration
Statements on Form S-3 (File Nos. 33-62797, 33-47497, and 333-38199) and the
related Prospectus of American Express Credit Corporation (the "Company") of our
reports dated May 15, 1997, August 13, 1997, and November 14, 1997 relating to
the unaudited consolidated interim financial statements of American Express
Company which are included in American Express Company's Forms 10-Q for the
quarters ended March 31, 1997, June 30, 1997, and September 30, 1997,
respectively.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part
of the Registration Statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
- ----------------------------
Ernst & Young LLP
New York, New York
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statements on Form S-3 (File Nos. 33-62797, 33-47497, and
333-38199) and related Prospectus of American Express Credit Corporation (the
"Company") and to the incorporation by reference therein of our report dated
February 7, 1997 with respect to the consolidated financial statements and
schedules of the American Express Company incorporated by reference in the
American Express Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended on Form 10-K/A (Amendment No. 1) dated June 26,
1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- -----------------------------
Ernst & Young LLP
New York, New York
February 10, 1998
<PAGE>
