UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) : April 15, 2003


                      AMERICAN EXPRESS CERTIFICATE COMPANY
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             (Exact name of registrant as specified in its charter)


          Delaware                        2-23772                  41-6009975
- -------------------------------  --------------------------  -------------------
(State or other jurisdiction of   (Commission file Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)


52 AXP Financial Center, Minneapolis, Minnesota                       55474
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(Address of principal executive offices)                            (Zip Code)


       (Registrant's telephone number, including area code) (612) 671-3131

             (Former name or address, if changed since last report)




Item 5. Other Information.

On April 15, 2003 American Express Certificate Company (the "Company") appointed
Jeryl A. Millner,  Vice  President and  Controller.  Ms. Millner will act as the
Company's Principal  Accounting  Officer.  Ms. Millner is new to the Company and
brings to this position 20 years of insurance and annuity  financial  management
experience.  She succeeds  Philip C. Wentzel,  who was recently  appointed  Vice
President,   Business   Planning  &  Analysis  for  American  Express  Financial
Corporation,  the  company's  parent.  On April  17,  2003 John T.  Sweeney  was
appointed  Vice  President-Finance  for the Company.  Mr.  Sweeney has been with
American Express  Financial  Corporation for over 29 years. Mr. Sweeney will act
as the Company's Principal and Chief Financial Officer.




SIGNATURES

Pursuant to the requirements 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.

REGISTRANT                                 AMERICAN EXPRESS CERTIFICATE COMPANY

BY:                                        /s/ Paula R. Meyer
                                           -----------------------------------
NAME AND TITLE:                                Paula R. Meyer
                                               Chief Executive Officer

DATE:                                          April 21, 2003