<PAGE>



                                                                    EXHIBIT 99.2


REPORT OF INDEPENDENT ACCOUNTANTS


American Express Travel Related Services Company, Inc.
200 Vesey Street
New York, New York 10285

American Express Centurion Bank
6985 Union Park Center, Suite 235
Midvale, Utah 84047

American Express Receivables Financing Corporation II
200 Vesey Street
New York, New York 10285

         and

The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286


We have audited in accordance with auditing standards  generally accepted in the
United States the consolidated  balance sheet of American Express Travel Related
Services Company,  Inc. (the "Company") as of December 31, 2001, and the related
consolidated statements of income,  shareholder's equity, and cash flows for the
year then ended, and have issued our report thereon dated January 28, 2002.

In connection  with our audit,  nothing came to our attention  that caused us to
believe that the Company failed to comply with the terms, covenants, provisions,
or conditions of Articles III and IV and Section 8.08 of the Master  Pooling and
Servicing Agreement, dated as of May 16, 1996, as amended by the First Amendment
to the Pooling and Servicing  Agreement,  dated as of March 30, 2001, as amended
and supplemented by the Series' 1997-1,  1998-1,  Series 1999-1,  Series 1999-2,
Series 1999-3,  Series  1999-4,  Series  1999-5,  Series 1999-6,  Series 2000-1,
Series 2000-2,  Series  2000-3,  Series  2000-4,  Series 2000-5,  Series 2001-1,
Series 2001-2,  Series 2001-3,  Series 2001-4,  Series 2001-5, Series 2001-6 and
Series 2001-7  Supplements  (together the  "Agreement"),  among the Company,  as
Servicer,  American Express Receivables  Financing  Corporation II ("RFCII") and
American Express Centurion Bank ("Centurion"),  as Transferors,  and The Bank of
New York ("BONY"), as Trustee on behalf of the  Certificateholders of the Trust,
insofar as they relate to accounting matters. However, our audit is not directed
primarily toward obtaining knowledge of such  noncompliance.  Also, it should be
understood   that  we  make  no   representations   as  to  questions  of  legal
interpretation.


<PAGE>


This report is intended solely for the  information and use of the Company,  RFC
II,  Centurion,   BONY,   Moody's  Investors  Services  and  Standard  &  Poor's
Corporation  and is not  intended  to be and should not be used by anyone  other
than these specified parties. However, this report is a matter of public record,
as a result of inclusion  as an exhibit to the Annual  Report on Form 10-K filed
by RFCII on behalf of the Trust, and its distribution is not limited.


/s/ Ernst & Young LLP

March 15, 2002


<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS



American Express Travel Related Services Company, Inc.
200 Vesey Street
New York, New York 10285

American Express Centurion Bank
6985 Union Park Center, Suite 235
Midvale, Utah 84047

American Express Receivables Financing Corporation II
200 Vesey Street
New York, New York 10285

         and

The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286


We have examined  management's  assertion  that American  Express Travel Related
Services Company,  Inc.  ("TRS"),  a wholly owned subsidiary of American Express
Company  ("American   Express"),   maintained   internal  control  policies  and
procedures  over the  functions  performed as Servicer of the  American  Express
Credit Account Master Trust (the "Trust") that are effective, as of December 31,
2001,  in  providing  reasonable  assurance  that Trust  assets are  safeguarded
against loss from  unauthorized  use or disposition  and that  transactions  are
executed in accordance with  management's  authorization  in conformity with the
Master Pooling and Servicing Agreement,  dated as of May 16, 1996, as amended by
the First  Amendment to the Pooling and Servicing  Agreement,  dated as of March
30, 2001, as amended and  supplemented  by the Series' 1997-1,  1998-1,  1999-1,
1999-2,  1999-3, 1999-4, 1999-5, 1999-6, 2000-1, 2000-2, 2000-3, 2000-4, 2000-5,
2001-1,  2001-2, 2001-3, 2001-4, 2001-5, 2001-6 and 2001-7 Supplements (together
the "Agreement"),  among TRS as Servicer, American Express Receivables Financing
Corporation II ("RFCII") and American  Express  Centurion Bank  ("Centurion") as
Transferors,   and  The  Bank  of  New  York  as   Trustee   on  behalf  of  the
Certificateholders  of the  Trust,  and are  recorded  properly  to  permit  the
preparation of the required financial reports. This assertion is included in the
accompanying  report of  management  titled,  "Report  of  Management  on Credit
Account  Master Trust Internal  Control  Policies and Procedures and Pooling and
Servicing Agreement Compliance" (the "Report").


<PAGE>


Our  examination  was  made in  accordance  with  standards  established  by the
American Institute of Certified Public  Accountants,  and accordingly,  included
obtaining an  understanding of the internal control policies and procedures over
the functions performed by TRS as Servicer of the Trust,  testing and evaluating
the design and operating effectiveness of the policies and procedures,  and such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our examination provides a reasonable basis for our opinion.

Because of inherent  limitations  in any internal  control policy and procedure,
errors or irregularities may occur and not be detected. Also, projections of any
evaluation of the internal  control  policies and procedures  over the functions
performed  by TRS as Servicer of the Trust to future  periods are subject to the
risk that the policies and procedures may become  inadequate  because of changes
in conditions  or that the degree of compliance  with the policies or procedures
may deteriorate.

In our opinion,  management's  assertion  that TRS maintained  internal  control
policies and  procedures  over the functions  performed as Servicer of the Trust
that are effective,  as of December 31, 2001, in providing  reasonable assurance
that  Trust  assets  are  safeguarded  against  loss  from  unauthorized  use or
disposition and that  transactions are executed in accordance with  management's
authorization  in  conformity  with  the  Agreements  between  TRS as  Servicer,
Centurion  and  RFCII as  Transferors,  and The Bank of New York as  Trustee  on
behalf of the  Certificateholders  of the Trust,  and are  recorded  properly to
permit the preparation of the required financial  reports,  is fairly stated, in
all material respects, based upon the criteria specified in the Report.

This  report is  intended  solely  for the  information  and use of the Board of
Directors and management of TRS as Servicer, RFCII and Centurion as Transferors,
and The Bank of New York as Trustee on behalf of the  Certificateholders  of the
Trust,  and is not  intended  to be and should not be used by anyone  other than
these specified parties. However, this report is a matter of public record, as a
result of  inclusion  as an exhibit  to the Annual  Report on Form 10-K filed by
RFCII on behalf of the Trust, and its distribution is not limited.



/s/ Ernst & Young LLP

March 15, 2002


<PAGE>
                     REPORT OF MANAGEMENT ON CREDIT ACCOUNT
                          MASTER TRUST INTERNAL CONTROL
                POLICIES AND PROCEDURES AND POOLING AND SERVICING
                              AGREEMENT COMPLIANCE



Internal Control Policies and Procedures
----------------------------------------

American  Express Travel Related  Services  Company,  Inc.  ("TRS"),  which is a
wholly  owned  subsidiary  of  American  Express  Company,  is  responsible  for
establishing and maintaining  effective internal control policies and procedures
over the functions  performed as Servicer of the American Express Credit Account
Master  Trust (the  "Trust").  These  policies  and  procedures  are designed to
provide  reasonable  assurance to TRS'  management  and board of directors  that
Trust assets are safeguarded  against loss from  unauthorized use or disposition
and that  transactions  are executed in conformity  with the Master  Pooling and
Servicing Agreement, dated as of May 16, 1996, as amended by the First Amendment
to the  Pooling  and  Servicing  Agreement,  dated  as of  March  30,  2001,  as
supplemented by the Series' 1997-1,  1998-1,  1999-1,  1999-2,  1999-3,  1999-4,
1999-5,  1999-6, 2000-1, 2000-2, 2000-3, 2000-4, 2000-5, 2001-1, 2001-2, 2001-3,
2001-4, 2001-5, 2001-6 and 2001-7 Supplements (together the "Agreement"),  among
TRS as Servicer, American Express Receivables Financing Corporation II ("RFCII")
and American Express Centurion Bank  ("Centurion") as Transferors,  and The Bank
of New York as Trustee on behalf of the  Certificateholders of the Trust and are
recorded properly to permit the preparation of the required financial reports.

There are inherent  limitations  in any internal  control  policy and procedure,
including the possibility of human error and the  circumvention or overriding of
controls.  Accordingly,  even effective internal control policies and procedures
can provide only  reasonable  assurance  with respect to the  achievement of any
objectives of internal control.  Further, because of changes in conditions,  the
effectiveness  of the internal  control  policies and  procedures  may vary over
time.

TRS has  determined  that the  objectives of its internal  control  policies and
procedures, with respect to servicing and reporting of transferred loans, are to
provide reasonable, but not absolute assurance that:

o    Funds collected are appropriately allocated to the Trust in accordance with
     the Agreement.

o    The addition of Accounts to the Trust are authorized in accordance with the
     Agreement.


<PAGE>


o    The removal of Accounts from the Trust are  authorized  in accordance  with
     the Agreement.

o    Trust assets  amortizing out of the Trust are calculated in accordance with
     the Agreement.

o    Daily  records  as  specified  in the  Agreement  are  maintained  and  are
     available for inspection by the Trustee upon request.

o    Monthly  Servicer's  Certificates  are  prepared  and contain the  required
     information in accordance with the Agreement.

o    Monthly  Servicer's  Certificates  generated  pursuant to the Agreement are
     materially  correct  and are derived  from and  reconcile  to the  computer
     reports which are the source of such amounts contained in the reports.

o    On an annual  basis,  the  Servicer  will  deliver to the Trustee an Annual
     Servicer's Certificate.

o    The payments to the Trustee are made by the Servicer in accordance with the
     Agreement.

TRS has assessed its internal control policies and procedures over the functions
performed  as Servicer of the Trust in  relation to these  criteria.  Based upon
this  assessment,  TRS  maintained  that, as of December 31, 2001,  its internal
control policies and procedures over the functions  performed as Servicer of the
Trust are  effective in  providing  reasonable  assurance  that Trust assets are
safeguarded   against  loss  from   unauthorized  use  or  disposition  and  the
transactions  are executed in  accordance  with  management's  authorization  in
conformity with the Agreement  between the TRS as Servicer,  RFCII and Centurion
as  Transferors,  and  The  Bank  of  New  York  as  Trustee  on  behalf  of the
Certificateholders  of the  Trust,  and are  recorded  properly  to  permit  the
preparation of the required financial reports.

Pooling and Servicing Agreement Compliance
------------------------------------------

TRS  is  responsible  for  complying  with  the  Agreement.   TRS  assessed  its
compliance,  as of December 31, 2001 and for the  compliance  period then ended,
with the relevant  covenants and conditions  identified in the Agreement.  Based
upon this  assessment and the delivery of the independent  accountant's  letters
pursuant to Section 3.06 (a) and (b) of the Agreement, TRS was in compliance, as
of December 31, 2001 and for the compliance period then ended, with the relevant
covenants and conditions identified in the Agreement.  In addition,  TRS did not
identify any instances of noncompliance in performing the assessment.

March 15, 2002


<PAGE>


           American Express Travel Related Services Company, Inc. by:





Date signed   4/1/02               /s/ Thomas A. Iseghohi
             ------------          --------------------------------------------
                                   Thomas A. Iseghohi
                                   Executive Vice President and
                                   Corporate Comptroller
                                   (Chief Accounting Officer)




Date signed   3/28/02              /s/ Lawrence Belmonte
             ------------          --------------------------------------------
                                   Lawrence Belmonte
                                   Vice President, CCSG Business
                                   Results