I represent that this English language American Express Stock Market Certificate
prospectus represents a fair and accurate translation of a Spanish
language American Express Stock Market Certificate prospectus.
/s/ Bruce A. Kohn
Bruce A. Kohn
Vice President and General Counsel
American Express Certificate Company
<PAGE>
May 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
ATTN: Document Control - EDGAR
RE: American Express Certificate Company (AECC)
American Express Stock Market Certificate (AEBI version)
File No. 33-22503
Dear Commissioners:
Registrant certifies that the form of prospectus that would have been filed
under paragraph (b) of Rule 497 would not have differed from that contained in
the most recent Registration Statement or Amendment, and the text of the most
recent Registration Statement or Amendment has been filed electronically.
Sincerely,
/s/ Bruce A. Kohn
Bruce A. Kohn
Vice President and General Counsel
