<PAGE>
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a trustee
Pursuant to Section 305(b) ____
BANK OF MONTREAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-4941093
(Jurisdiction of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification no.)
Wall Street Plaza
88 Pine Street
New York, New York 10005
(Address of principal executive offices) (Zip code)
Mark F. McLaughlin
Bank of Montreal Trust Company
Wall Street Plaza
88 Pine Street, New York, New York 10005
(212) 701-7602
(Name, address and telephone number of agent for service)
____________________________________________________________
AMERICAN EXPRESS CREDIT CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 11-1988350
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801-2919
(Address of principal executive offices)
________________________________________
Debt Securities and Warrants to Purchase Debt Securities
(Title of the indenture securities)
___________________________________________________________________________
___________________________________________________________________________
<PAGE>
- 2 -
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York
33 Liberty Street, New York N.Y. 10045
State of New York Banking Department
2 Rector Street, New York, N.Y. 10006
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1 - Copy of Organization Certificate of Bank of Montreal
Trust Company to transact business and exercise corporate
trust powers; incorporated herein by reference as
Exhibit "A" filed with Form T-1 Statement, Registration
No. 33-46118.
Exhibit 4 - Copy of the existing By-Laws of Bank of Montreal Trust
Company; incorporated herein by reference as Exhibit "B"
filed with Form T-1 Statement, Registration No. 33-80928.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Act; incorporated herein by reference as Exhibit "C"
with Form T-1 Statement, Registration No. 33-46118.
Exhibit 7 - A copy of the latest report of condition of Bank of
Montreal Trust Company published pursuant to law or the
requirements of its supervising or examining authority,
attached hereto as Exhibit "D".
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939
the Trustee, Bank of Montreal Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New
York, on the 12th day of February, 1998.
BANK OF MONTREAL TRUST COMPANY
By: /s/ Amy S. Roberts
__________________________
Amy S. Roberts
Vice President<PAGE>
<PAGE>
Exhibit 7
EXHIBIT "D"
STATEMENT OF CONDITION
BANK OF MONTREAL TRUST COMPANY
NEW YORK
_________________________________
ASSETS
Due From Banks $ 594,897
-----------
Investment Securities:
State & Municipal 17,099,800
Other 100
-----------
Total Securities 17,099,900
Loans and Advances
Federal Funds Sold 2,000,000
Overdrafts 17,218
-----------
Total Loans and Advances 2,017,218
-----------
Investment in Harris Trust, NY 8,036,150
Premises and Equipment 122,818
Other Assets 2,721,789
----------
10,880,757
----------
TOTAL ASSETS $30,592,772
===========
LIABILITIES
Trust Deposits $6,408,362
Other Liabilities 659,021
-----------
TOTAL LIABILITIES 7,067,383
-----------
CAPITAL ACCOUNTS
Capital Stock, Authorized, Issued and
Fully Paid - 10,000 Shares of $100 Each 1,000,000
Surplus 4,222,188
Retained Earnings 18,298,208
Equity - Municipal Gain/Loss 4,993
-----------
TOTAL CAPITAL ACCOUNTS 23,525,389
-----------
TOTAL LIABILITIES
AND CAPITAL ACCOUNTS $30,592,772
===========
I, Mark F. McLaughlin, Vice President, of the above-named bank do
hereby declare that this Report of Condition is true and correct to the
best of my knowledge and belief.
Mark F. McLaughlin
June 30, 1997
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declared that it has been
examined by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions and is true and correct.
Sanjiv Tandon
Kevin O. Healey
Steven R. Rothbloom
<PAGE>
