Consent of Independent Auditors

We consent to the reference to our firm under the caption "Independent auditors"
and to the use of our  report  dated  January 27, 2003,  in the  Post-Effective
Amendment  Number 29 to Registration  Statement  Number 2-76193 on Form S-1 and
related prospectus of American Express  Certificate Company for the registration
of its American Express Installment Certificate.

Our audits also included the financial  statements schedules of American Express
Certificate Company listed in Item 16(b) of this Registration  Statement.  These
schedules  are the  responsibility  of the  management  of the American  Express
Certificate  Company.  Our  responsibility is to express an opinion based on our
audits. In our opinion,  the financial  statement  schedules  referred to above,
when considered in relation to the basic financial  statements taken as a whole,
present fairly in all material respects the information set forth therein.



                                                           /s/ Ernst & Young LLP
                                                           ---------------------
                                                               Ernst & Young LLP
Minneapolis, Minnesota
April 28, 2003