Pricing Supplement No.: 5 Dated:  February 1, 2002       Rule 424(b)(2)
(To Prospectus dated February 11, 1998 and Prospectus Supplement dated
December 21, 2001)
                                               File Nos. 333-38199 and 33-62797

                  This Pricing Supplement consists of 3 page(s)

AMERICAN EXPRESS CREDIT CORPORATION Medium-Term Senior Notes, Series B Due
Nine Months or More from Date of Issue

Principal Amount or Face Amount:  $250,000,000

Issue Price:  99.934%

Proceeds to Company on original issuance:  $249,835,000

Commission:

Agent:   |   |  Banc of America Securities LLC
         |   |  Banc One Capital Markets, Inc.
         |   |  Credit Suisse First Boston Corporation
         |   |  First Union Securities, Inc.
         |   |  Goldman, Sachs & Co.
         | X |  Other: Morgan Stanley & Co. Incorporated

Agent's capacity on original issuance:      |   | As Agent
                                            | X | As principal
If as principal:
         | X | The Notes are being offered at varying prices related to
               prevailing market prices at the time of resale.
         |   | The Notes are being offered at a fixed initial public
               offering price of 100% of Principal Amount or Face Amount.

Form of Note: | X | Global  |  | Definitive

Original Issue Date:  February 7, 2002

Stated Maturity:  February 7, 2005

Specified Currency (If other than U.S. Dollars):

Authorized Denominations (If other than as set forth in the Prospectus
Supplement):

Interest Payment Dates:  Every February 7 and August 7
First Interest Payment Date:  August 7, 2002
Accrue to Pay:  | X | Yes  |  | No
Indexed Principal Note:   |  |  Yes (See Attached)   | X |  No
Type of Interest Rate:
 |X | Fixed Rate  |   | Floating Rate   |  | Indexed Rate (See Attached)
Interest Rate (Fixed Rate Notes):  4.25%
Initial Interest Rate (Floating Rate Notes):
Base Rate:        |   | CD Rate                     |  | Commercial Paper Rate
                  |   | EURIBOR                     |  | Federal Funds Rate
                  |   | LIBOR                       |  | Treasury Rate
                  |   | Prime Rate                  |  | Other (See Attached)

Calculation Agent:

Computation of Interest (If other than as set forth in the Prospectus
Supplement):
         | X | 30 over 360          |  | Actual over Actual
         |   | Actual over 360      |  | Other (See Attached)

Interest Reset Dates:
Rate Determination Dates (If other than as set forth in the
Prospectus Supplement):
Index Maturity:
Spread (+/-):
Spread Multiplier:
Change in Spread, Spread Multiplier or Fixed Interest Rate prior to
Stated Maturity:
                   |  | Yes (See Attached)   | X | No
Maximum Interest Rate:
Minimum Interest Rate:

Amortizing Note:   |  | Yes (See Attached)   | X |  No

Optional Redemption:   |  |  Yes   | X |  No
 Optional Redemption Dates:
 Redemption Prices:
 Redemption: |  | In whole only and not in part |  | May be in whole or in part

Optional Repayment:       |  |  Yes     | X |  No
         Optional Repayment Dates:
         Optional Repayment Prices:

Discount Note:   |  |  Yes   | X |  No
         Total Amount of OID:
         Bond Yield to Call:
         Bond Yield to Maturity:
         Yield to Maturity:





CUSIP:  0258M0AC3

DESCRIPTION OF THE NOTES:


         The description in this Pricing Supplement of the particular terms of
the Medium-Term Senior Notes offered hereby supplements, and to the extent
inconsistent therewith replaces, the description of the general terms and
provisions of the Notes set forth in the accompanying Prospectus and
Prospectus Supplement, to which reference is hereby made.