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)(2)
                         ----------------------------

                 Bank One Trust Company, National Association
              (Exact name of trustee as specified in its charter)

 A National Banking Association                          31-0838515
                                                         (I.R.S. employer
                                                         identification number)

100 East Broad Street, Columbus, Ohio                    43271-0181
(Address of principal executive offices)                 (Zip Code)

                         Bank One Trust Company, N.A.
                               1 Bank One Plaza
                            Chicago, Illinois 60670
   Attn: Sandra L. Caruba, First Vice President and Counsel, (312) 336-9436
           (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 Christiana Centre
301 North Walnut Street, Suite 1002
Wilmington, Delaware                                     19801-2919
(Address of principal executive offices)                 (Zip Code)


                                Debt Securities
                        (Title of Indenture Securities)

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.

                  Comptroller of Currency, Washington, D.C.;
                  Federal Deposit Insurance Corporation,
                  Washington, D.C.; The Board of Governors of
                  the Federal Reserve System, Washington D.C.

                  (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.

                  No such affiliation exists with the trustee.

Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
         Statement of Eligibility.

                  1.  A copy of the articles of association of the
                      trustee now in effect.*

                  2.  A copy of the certificate of authority of the
                      trustee to commence business.*

                  3.  A copy of the authorization of the trustee to
                      exercise corporate trust powers.*

                  4.  A copy of the existing by-laws of the trustee.*

                  5.  Not Applicable.

                  6.  The consent of the trustee required by
                      Section 321(b) of the Act.







                  7.  A copy of the latest report of condition of the
                      trustee published pursuant to law or the
                      requirements of its supervising or examining
                      authority.

                  8.  Not Applicable.

                  9.  Not Applicable.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
         amended, the trustee, Bank One Trust Company, National Association, a
         national banking association organized and existing under the laws of
         the United States of America, has duly caused this Statement of
         Eligibility to be signed on its behalf by the undersigned, thereunto
         duly authorized, all in the City of Chicago and State of Illinois, on
         the 26th day of November, 2001.


                      Bank One Trust Company, National Association,
                      Trustee


                      By /s/Sandra L. Caruba
                            Sandra L. Caruba
                            First Vice President

* Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust
Company, National Association, filed as Exhibit 25 to the Registration
Statement on Form S-3 of Burlington Northern Santa Fe Corporation, filed with
the Securities and Exchange Commission on May 10, 2000 (Registration No.
333-36718).