EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of American Express
Certificate Company (the "Company") for the quarterly period ended June 30,
2004, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Paula R. Meyer, as Chief Executive Officer of the Company and
Brian J. McGrane, as Chief Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
/s/ Paula R. Meyer
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Name: Paula R. Meyer
Title: Chief Executive Officer
Date: August 11, 2004
/s/ Brian J. McGrane
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Name: Brian J. McGrane
Title: Chief Financial Officer
Date: August 11, 2004
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, and is not being "filed" as part of the Form 10-Q or as a separate
disclosure document for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to liability under
that section. This certification shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act except to the extent that this Exhibit 32.1 is expressly and
specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.