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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
______________________
AMERICAN EXPRESS CREDIT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-1988350
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801-2919
(Address of Principal Executive Offices)
______________________
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of
effective upon filing pursuant to debt securities and is to
General Instruction A(c)(1) please check become effective simultaneously
the following box. x with the effectiveness of a
concurrent registration statement
under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the
following box. "
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
__% Cash Exchangeable The Chicago Board Options Exchange
Notes Due February __, 2003
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's __% Cash Exchangeable Notes Due
February __, 2003 (the "Notes"), is contained in the Registrant's Registration
Statement on Form S-3, as amended (Registration Statement No. 333-38199),
initially filed with the Securities and Exchange Commission (the "Commission")
on October 17, 1997, under the caption "Description of Debt Securities," and
the Prospectus Supplement relating to the Notes, filed with the Commission on
February 11, 1998, which descriptions are incorporated herein by reference.
Item 2. Exhibits.
Number Description
- ------ -----------
3.1 Registrant's Certificate of Incorporation, as amended.*
3.2 Registrant's By-Laws, amended and restated as of November 24, 1980.**
4.1 Specimen Note. ******
4.2 Registrant's Debt Securities Indenture, dated as of September 1,
1987.***
4.3 First Supplemental Indenture, dated as of November 1, 1987, between
the Registrant and Bank of Montreal Trust Company, as Trustee.****
4.4 Second Supplemental Indenture, dated as of January 15, 1988, between
the Registrant and The First National Bank of Boston, as Trustee.****
4.5 Third Supplemental Indenture, dated as of April 1, 1988, between the
Registrant and The Chase Manhattan Bank (as successor to
Manufacturers Hanover Trust Company), as Trustee.****
4.6 Fourth Supplemental Indenture, dated as of May 1, 1988, between the
Registrant and Trust Company Bank, as Trustee.****
4.7 Fifth Supplemental Indenture, dated as of March 28, 1989, between the
Registrant and The Bank of New York, as Trustee.****
4.8 Sixth Supplemental Indenture, dated as of May 1, 1989, between the
Registrant and Bank of Montreal Trust Company, as Trustee.****
4.9 Seventh Supplemental Indenture, dated as of July 28, 1995, between
the Registrant and The Chase Manhattan Bank, as Trustee.*****
_______________________
* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (No. 2-43170).
** Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1985.
*** Incorporated by reference to the Registrant's Registration Statement
on Form S-3 (No.33-16874).
**** Incorporated by reference to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 (No. 33-22347).
***** Incorporated by reference to the Registrant's Registration Statement
on Form S-3 (No. 33-62797).
****** To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934 the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN EXPRESS CREDIT CORPORATION
By: /s/ Stephen P. Norman
----------------------------
Name: Stephen P. Norman
Title: Secretary
Dated: February 12, 1998
