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                                                                     EXHIBIT 4.2

                               FIRST AMENDMENT TO
                         POOLING AND SERVICING AGREEMENT

                  This FIRST AMENDMENT TO THE POOLING AND SERVICING AGREEMENT,
dated as of June 30, 2004 (this "Amendment"), is among American Express
Receivables Financing Corporation II ("RFC II"), American Express Receivables
Financing Corporation III LLC ("RFC III"), American Express Receivables
Financing Corporation IV LLC ("RFC IV"), American Express Travel Related
Services Company, Inc. (the "Servicer") and The Bank of New York, as trustee
(the "Trustee"). This Amendment amends the Pooling and Servicing Agreement,
dated as of May 16, 1996, as amended and restated as of April 16, 2004 (the
"Pooling and Servicing Agreement" and, together with this Amendment, the
"Amended Pooling and Servicing Agreement").

                                    RECITALS

                  1. Pursuant to Section 13.01(a) of the Pooling and Servicing
Agreement, each of RFC II, RFC III and RFC IV has delivered to the Trustee an
Officer's Certificate, dated the date of this Amendment, stating that RFC II,
RFC III and RFC IV, respectively, reasonably believes that this Amendment will
not have an Adverse Effect.

                  2. RFC II, RFC III, RFC IV and the Servicer have satisfied all
conditions precedent contained in the Pooling and Servicing Agreement to
entering into this Amendment. All capitalized terms not otherwise defined herein
shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement.

                  3. Now, therefore, in consideration of the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each party hereto agrees as follows:

                                   AMENDMENTS

                  SECTION 1. Amendment to Section 1.01. Section 1.01 of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting in
its entirety the definition of "New Account" and inserting in its place the
following:

                  "New Account" shall mean each Optima Card(R), Optima Line of
                  Credit and Sign & Travel(R) account or other credit or charge
                  account or line of credit (if, with respect to the line of
                  credit, the full receivable balance is not due upon receipt of
                  a monthly billing statement (excluding the billing statement
                  with respect to the final payment of such balance) and the
                  line of credit contains a code designation in the related
                  securitization field as described in Section 2.01) established
                  pursuant to an Account Agreement, which account or line of
                  credit is designated pursuant to subsection 2.09(d) to be
                  included as an Account and is identified in the computer file
                  or microfiche list delivered to the Trustee by the Transferors
                  pursuant to Section 2.01 and subsection 2.09(h).


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                  SECTION 2. Amendments of Section 4.02. (a) Section 4.02 of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting in
its entirety the proviso in the third paragraph of such Section and inserting in
its place the following:

                  ; provided, however, that the Trustee shall sell, liquidate or
         dispose of any such Eligible Investment before its maturity, if, prior
         to the maturity of such Eligible Investment, a default occurs in the
         payment of principal, interest or any other amount with respect to such
         Eligible Investment; provided further, however, that the Servicer shall
         deliver prompt written notice to the Trustee of any such default; and
         provided further that, subject to Section 11.01, the Trustee will not
         in any way be held liable by reason of any insufficiency in such
         Collection Account resulting from any loss on any Eligible Investment
         included therein except for losses attributable to the Trustee's
         failure to make payments on such Eligible Investments issued by the
         Trustee, in its commercial capacity, in accordance with their terms

                  (b) Section 4.02 of the Pooling and Servicing Agreement shall
be and hereby is amended by deleting in its entirety the first proviso in the
fifth paragraph of such Section and inserting in its place the following:

                  ; provided, however, that the Trustee shall sell, liquidate or
         dispose of any such Eligible Investment before its maturity, if, prior
         to the maturity of such Eligible Investment, a default occurs in the
         payment of principal, interest or any other amount with respect to such
         Eligible Investment and the Servicer has delivered written notice to
         the Trustee of such default; provided further, however, that the
         Servicer shall deliver prompt written notice to the Trustee of any such
         default; and provided further that, subject to Section 11.01, the
         Trustee will not in any way be held liable by reason of any
         insufficiency in such Special Funding Account resulting from any loss
         on any Eligible Investment included therein except for losses
         attributable to the Trustee's failure to make payments on such Eligible
         Investments issued by the Trustee, in its commercial capacity, in
         accordance with their terms

                  SECTION 3. Amendments of Section 4.03. (a) Section 4.03 of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting in
its entirety the fourth sentence of Section 4.03(a) and inserting in its place
the following:

                  Subject to the first proviso in Section 4.04, but
         notwithstanding anything else in this Agreement to the contrary, with
         respect to any Monthly Period, whether the Servicer is required to make
         deposits of Collections pursuant to the first or the second preceding
         sentence, (i) the Servicer will only be required to deposit Collections
         into the Collection Account up to the aggregate amount of Collections
         required to be deposited into any Series Account or, without
         duplication, distributed on or prior to the related Distribution Date
         to Investor Certificateholders or to any Series Enhancer pursuant to
         the terms of any Supplement or Enhancement Agreement and (ii) if at any
         time prior to such Distribution Date the amount of Collections
         deposited or to be deposited in the Collection Account exceeds the
         amount required to be deposited pursuant to clause (i) above, the
         Servicer, on a daily or monthly basis, as directed by the Transferors,
         (x) will distribute to the Transferors any Collections not required to
         be so deposited as such Collections are collected or (y) will withdraw
         such excess from the Collection Account and distribute such excess to
         the Transferors.

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                  (b) Section 4.03 of the Pooling and Servicing Agreement shall
be and hereby is amended by deleting in its entirety Section 4.03(c).

                  SECTION 4. Miscellaneous. The amendments provided for by this
Amendment shall be effective upon receipt by the Trustee of the following:

                  (a) Notification in writing from each of Moody's and Standard
& Poor's to the effect that this Amendment will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class to which it is a
Rating Agency.

                  (b) Officers' Certificates of the Transferors to the effect
that the Transferors reasonably believe that this Amendment will not have an
Adverse Effect.

                  (c) Counterparts of this Amendment, duly executed by the
parties hereto.

                  SECTION 5. Pooling and Servicing Agreement in Full Force and
Effect as Amended. The Pooling and Servicing Agreement is hereby amended by
providing that all references therein to the "Pooling and Servicing Agreement,"
"this Agreement," "hereby," "hereof" and "herein" shall be deemed from and after
the effective date of this Amendment to be a reference to the Amended Pooling
and Servicing Agreement. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Pooling and
Servicing Agreement shall remain unamended and shall continue to be, and shall
remain, in full force and effect in accordance with their terms and except as
expressly provided herein, this Amendment shall not constitute or be deemed to
constitute a waiver of compliance with or consent to non-compliance with any
term or provision of the Pooling and Servicing Agreement.

                  SECTION 6. Counterparts. This Amendment may be executed in two
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

                  SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




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                  IN WITNESS WHEREOF, RFC II, RFC III, RFC IV, the Servicer and
the Trustee have caused this Amendment to be duly executed and delivered by
their respective duly authorized officers as of the day and year first written
above.

                                 AMERICAN EXPRESS RECEIVABLES
                                   FINANCING CORPORATION II,
                                 as a Transferor


                                 By: /s/ David L. Yowan
                                     -------------------------------------------
                                     Name:  David L. Yowan
                                     Title: President

                                 AMERICAN EXPRESS RECEIVABLES
                                   FINANCING CORPORATION III LLC,
                                 as a Transferor


                                 By:  /s/ Traci L. Memmott
                                     -------------------------------------------
                                     Name:  Traci L. Memmott
                                     Title: Vice President and Treasurer

                                 AMERICAN EXPRESS RECEIVABLES
                                   FINANCING CORPORATION IV LLC,
                                 as a Transferor


                                 By: /s/  Robert C. Radle
                                     -------------------------------------------
                                     Name:  Robert C. Radle
                                     Title: President

                                 AMERICAN EXPRESS TRAVEL RELATED
                                   SERVICES COMPANY, INC.,
                                 as Servicer

                                 By: /s/  David L. Yowan
                                     -------------------------------------------
                                     Name:  David L. Yowan
                                     Title: Senior Vice President and Treasurer

                                 THE BANK OF NEW YORK,
                                 as Trustee

                                 By: /s/  Catherine Cerilles
                                     -------------------------------------------
                                     Name:  Catherine Cerilles
                                     Title: Assistant Vice President



         [Signature Page to First Amendment to Amended and Restated PSA]


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