10-K405/A

             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.   20549
                                 ---------
                                FORM 10-K/A

                              Amendment No. 1
                                 ---------

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 1994

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from         to       
                        Commission File No. 1-6908

                    AMERICAN EXPRESS CREDIT CORPORATION
           (Exact name of Registrant as specified in its charter)

               Delaware                               11-1988350
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

One Rodney Square, Wilmington, Delaware                 19801
(Address of principal executive offices)                (Zip Code)

    Registrant's telephone number including area code:  (302) 594-3350

Securities registered pursuant to Section 12(b) of the Act:
                                                     Name of each exchange
    Title of each class                              on which registered
- --------------------------------------               ------------------------
6 1/8% Senior Debentures due June  15, 2000          New York  Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) 
AND (b) OF FORM 10-K AND HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT
IN ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT PERMITTED UNDER INSTRUCTION J.

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.      Yes  X      No    
                                                        ---        ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  X 
                             ---

American Express Company, through a wholly-owned subsidiary, owns all of the
outstanding common stock of the Registrant.  Accordingly, there is no market 
for the Registrant's common stock.  At March 30, 1995, 1,504,938 shares 
were outstanding.

Documents Incorporated by Reference:  None


       This amendment is being filed to amend Exhibit 27 to reflect a
multiplier of 1,000,000.




                                SIGNATURES


   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                             AMERICAN EXPRESS CREDIT CORPORATION
                                        (Registrant)


DATE   May 8, 1995             /s/ Robert M. Pyle, Jr.               
       --------------        -------------------------------
                               Robert M. Pyle, Jr.
                               Secretary








                            EXHIBIT INDEX


Exhibit No.
- -----------

   27                  Financial Data Schedule, as amended.

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Balance Sheet at December 31, 1994 and Consolidated
Statement of Income for the year ended December 31, 1994 and is qualified in
its entirety by reference to such financial statements.

<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                             460
<SECURITIES>                                         0
<RECEIVABLES>                                   14,020
<ALLOWANCES>                                       498
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  16,868
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             1
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                       1,732
<TOTAL-LIABILITY-AND-EQUITY>                    16,868
<SALES>                                              0
<TOTAL-REVENUES>                                 1,401
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     8
<LOSS-PROVISION>                                   443
<INTEREST-EXPENSE>                                 736
<INCOME-PRETAX>                                    214
<INCOME-TAX>                                        75
<INCOME-CONTINUING>                                139
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       139
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0