<PAGE>

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

                                    FORM 10-K

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                        Commission File No. 000-20787-07

                         AMERICAN EXPRESS CENTURION BANK
         As Co-Originator of the Trust and a Transferor and on behalf of
                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
                            (Issuer of Certificates)
             (Exact name of registrant as specified in its charter)

            Utah                                               11-2869526
   (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

4315 South 2700 West, Salt Lake City, Utah                       84184
 (Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (801) 945-5000

              AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
         As Co-Originator of the Trust and a Transferor and on behalf of
                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
                            (Issuer of Certificates)
             (Exact name of registrant as specified in its charter)

        Delaware                                               13-3854638
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

200 Vesey  Street, New York, New York                            10285
(Address of principal executive offices)                       (Zip Code)

        Registrant's telephone number, including area code (212) 640-2357

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:
         Class A Series 1999-1 5.60% Asset Backed Certificates
         Class B Series 1999-1 5.85% Asset Backed Certificates
         Class A Series 1999-2 5.95% Asset Backed Certificates
         Class B Series 1999-2 6.10% Asset Backed Certificates
         Class A Series 1999-3 Floating Rate Asset Backed Certificates
         Class B Series 1999-3 Floating Rate Asset Backed Certificates
         Class A Series 1999-5 Floating Rate Asset Backed Certificates
         Class B Series 1999-5 Floating Rate Asset Backed Certificates
         Class A Series 2000-1 7.20% Asset Backed Certificates
         Class B Series 2000-1 7.40% Asset Backed Certificates
         Class A Series 2000-2 Floating Rate Asset Backed Certificates
         Class B Series 2000-2 Floating Rate Asset Backed Certificates
         Class A Series 2000-3 Floating Rate Asset Backed Certificates
         Class B Series 2000-3 Floating Rate Asset Backed Certificates
         Class A Series 2000-4 Floating Rate Asset Backed Certificates
         Class B Series 2000-4 Floating Rate Asset Backed Certificates
         Class A Series 2000-5 Floating Rate Asset Backed Certificates
         Class B Series 2000-5 Floating Rate Asset Backed Certificates
         Class A Series 2001-1 Floating Rate Asset Backed Certificates
         Class B Series 2001-1 Floating Rate Asset Backed Certificates
         Class A Series 2001-2 5.53% Asset Backed Certificates
         Class B Series 2001-2 5.83% Asset Backed Certificates
         Class A Series 2001-3 Floating Rate Asset Backed Certificates
         Class B Series 2001-3 Floating Rate Asset Backed Certificates
         Class A Series 2001-4 Floating Rate Asset Backed Certificates
         Class B Series 2001-4 Floating Rate Asset Backed Certificates
         Class A Series 2001-5 Floating Rate Asset Backed Certificates
         Class B Series 2001-5 Floating Rate Asset Backed Certificates
         Class A Series 2001-6 Floating Rate Asset Backed Certificates
         Class B Series 2001-6 Floating Rate Asset Backed Certificates
         Class A Series 2001-7 Floating Rate Asset Backed Certificates
         Class B Series 2001-7 Floating Rate Asset Backed Certificates
         Class A Series 2002-1 Floating Rate Asset Backed Certificates
         Class B Series 2002-1 Floating Rate Asset Backed Certificates
         Class A Series 2002-2 Floating Rate Asset Backed Certificates
         Class B Series 2002-2 Floating Rate Asset Backed Certificates
         Class A Series 2002-3 Floating Rate Asset Backed Certificates
         Class B Series 2002-3 Floating Rate Asset Backed Certificates
         Class A Series 2002-4 Floating Rate Asset Backed Certificates
         Class B Series 2002-4 Floating Rate Asset Backed Certificates
         Class A Series 2002-5 Floating Rate Asset Backed Certificates
         Class B Series 2002-5 Floating Rate Asset Backed Certificates
         Class A Series 2002-6 Floating Rate Asset Backed Certificates
         Class B Series 2002-6 Floating Rate Asset Backed Certificates
         Class A Series 2003-1 Floating Rate Asset Backed Certificates
         Class B Series 2003-1 Floating Rate Asset Backed Certificates
         Class A Series 2003-2 Floating Rate Asset Backed Certificates
         Class B Series 2003-2 Floating Rate Asset Backed Certificates
         Class A Series 2003-3 Floating Rate Asset Backed Certificates
         Class B Series 2003-3 Floating Rate Asset Backed Certificates
         Class A Series 2003-4 1.69% Asset Backed Certificates
         Class B Series 2003-4 1.90% Asset Backed Certificates
         Class A Series 2004-1 Floating Rate Asset Backed Certificates
         Class B Series 2004-1 Floating Rate Asset Backed Certificates


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. YES X        NO
                                      ----        ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.       [X]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). YES          NO X
                                      ----        ----

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter: None.


                    DOCUMENTS INCORPORATED BY REFERENCE: NONE




<PAGE>


                               INTRODUCTORY NOTE

American  Express  Centurion  Bank and American  Express  Receivables  Financing
Corporation II are the  co-originators  of the registrant,  the American Express
Credit Account Master Trust.  Pursuant to a no-action  request of Centurion Bank
and another  affiliate  to the  Securities  and Exchange  Commission  (no-action
request of American  Express  Credit  Account  Master Trust  publicly  available
December 6, 1996), the registrant is not required to respond to various items of
Form 10-K. Such items are designated herein as "Not Applicable".


                                     PART I

Item 1.   Business

          Not Applicable.


Item 2.   Properties

          The American  Express  Credit  Account  Master Trust (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement (the "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, among American Express Centurion Bank and
American  Express  Receivables  Financing  Corporation II ("RFC II"), each as an
Originator  ("Originator"),  American Express Travel Related  Services  Company,
Inc. ("TRS"), as servicer (the "Servicer"), and The Bank of New York, as trustee
(the "Trustee"). RFC II, a Delaware corporation, is a wholly owned subsidiary of
TRS. It was  incorporated on August 7, 1995. Its principal  executive  office is
located at 200 Vesey Street,  New York, New York,  10285.  TRS is a wholly owned
subsidiary of American Express Company.  It was incorporated in the state of New
York on May 3, 1982 and its principal executive offices are located at 200 Vesey
Street,  New  York,  New  York,  10285.  American  Express  Centurion  Bank  was
incorporated  under Delaware  banking laws as a limited service bank in 1985. As
of July 1, 1996, its business was combined by merger with another  subsidiary of
TRS  that  is  a  Utah-chartered,  FDIC-insured  industrial  loan  company.  The
surviving institution was renamed American Express Centurion Bank ("Centurion").
Its principal  executive  offices are located at 4315 South 2700 West, Salt Lake
City, Utah, 84184.

          The Trust was formed for the  purpose of  acquiring  and  holding  the
Trust  Assets  (defined  below)  and  from  time  to time  issuing  asset-backed
certificates  (the   "Certificates")   under  the  Agreement  and  one  or  more
supplements  thereto  (each,  a  "Supplement"),  including  issuing  and selling
certain  Certificates to investors in underwritten  public offerings  ("Investor
Certificates").  Each Certificate  represents an undivided interest in the Trust
and the right to receive  payments of interest at a specified  rate and payments
of  principal  at certain  times  during the term of the Trust.  Each  series of
Investor  Certificates (each, a "Series") will have its own Supplement to govern
the individual terms and allocations applicable to such Series.




                                      - 1 -


<PAGE>



          The property of the Trust (the "Trust Assets") includes a portfolio of
receivables  (the  "Receivables")  generated from time to time in a portfolio of
designated  American  Express  Credit Card  (whether  branded  Optima(R)Card  or
otherwise),  Optima Line of Credit and Sign & Travel(R)/Extended  Payment Option
consumer  revolving  credit  accounts  or  features  and other  charge or credit
accounts or products (collectively,  the "Accounts") owned by Centurion or other
eligible account owners (each,  including  Centurion,  an "Account Owner"),  all
monies due or to become due in payment of the Receivables,  all proceeds of such
Receivables  and any Series  Enhancement  provided for any particular  Series or
class of Certificates.  "Series  Enhancement"  may include,  with respect to any
Series or class of  Certificates,  the  subordination  of one or more classes or
Series of Certificates to one or more other classes or Series of Certificates, a
letter of credit,  a cash  collateral  guaranty,  a cash collateral  account,  a
surety  bond,  a  collateral  interest,  a spread  account,  a  guaranteed  rate
agreement,  a maturity  liquidity  facility,  a tax  protection  agreement or an
insurance policy.

          No Originator or Account Owner will act as a guarantor with respect to
any payments on the Certificates, and neither the Trustee nor the holders of the
Certificates  will have general recourse against any Originator or Account Owner
or the assets of any Originator or Account Owner.  Instead the Trustee's and the
Certificateholders' only recourse in any action seeking to collect amounts owing
under the Certificates will be against, and limited to, the Trust Assets.

          The  Receivables  that, to date, have been conveyed to the Trust arise
from Accounts selected from Centurion's portfolio and consist of amounts charged
or  otherwise  borrowed  by  Account  holders  for goods and  services  and cash
advances ("Principal  Receivables"),  plus the related periodic finance charges,
amounts  charged to Accounts in respect of late charges and certain  other items
(the "Finance Charge Receivables").

          Each Series of Investor Certificates will belong to a certain group of
Series (each, a "Group"). The Series included in a particular Group will share a
common  distribution  date and other terms,  and certain cash collections may be
allocated among the Series within a Group (any Group for which  collections will
be so allocated  is  hereinafter  referred to as a  "Reallocation  Group").  The
Agreement and  Supplements  govern the  allocation of  collections in respect of
Principal  Receivables and Finance Charge  Receivables  between the interests of
the  transferors  and the  Investor  Certificateholders  and,  for the  Investor
Certificateholders,  to each Group,  based generally on the sum of the principal
amounts of Investor  Certificates for all Series in all Groups.  Each Supplement
will prescribe the manner in which collections will be allocated among Series.

          Each Group may have a certain number of Series which will share,  to a
limited extent, the collections in respect of Principal  Receivables and Finance
Charge  Receivables  allocated  to  such  Group.  In  addition,  certain  excess
collections of Principal Receivables ("Shared Principal Collections") or Finance
Charge Receivables ("Excess Finance Charge  Collections")  allocated to a Series
in one Group that are not  required to make  distributions  with  respect to the
Certificates  of the  Series  in such  Group may be  shared  with the  Series in
another Group (each such Series is hereinafter referred to,  respectively,  as a
"Principal Sharing Series" and an "Excess Allocation Series").  For each Series,
the  Supplement  relating  to such  Series  will  govern the terms and timing of
payment  of  interest  and  principal  and the  allocations  of  collections  of
Principal  Receivables and Finance Charge  Receivables  among the various Series
within such Series' Group and among Series in a different Group.

                                      - 2 -


<PAGE>


          The  Trust  will  not  engage  in any  business  activity  other  than
acquiring and holding the Trust Assets,  issuing  Certificates,  making payments
thereon and related activities. Pursuant to the Agreement, the Trustee will hold
the Trust  Assets in trust for the benefit of the  holders of the  Certificates,
and TRS or any successor servicer, as the Servicer,  will be responsible for the
administration  and  servicing of the  Receivables.  The Trust has 54 classes of
Investor Certificates outstanding:

          .    Class A Series 1999-1 5.60% Asset Backed Certificates and Class B
               Series 1999-1 5.85% Asset Backed Certificates (collectively,  the
               "Series 1999-1 Certificates");

          .    Class A Series 1999-2 5.95% Asset Backed Certificates and Class B
               Series 1999-2 6.10% Asset Backed Certificates (collectively,  the
               "Series 1999-2 Certificates");

          .    Class A Series 1999-3 Floating Rate Asset Backed Certificates and
               Class B Series  1999-3  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 1999-3 Certificates");

          .    Class A Series 1999-5 Floating Rate Asset Backed Certificates and
               Class B Series  1999-5  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 1999-5 Certificates");

          .    Class A Series 2000-1 7.20% Asset Backed Certificates and Class B
               Series 2000-1 7.40% Asset Backed Certificates (collectively,  the
               "Series 2000-1 Certificates");

          .    Class A Series 2000-2 Floating Rate Asset Backed Certificates and
               Class B Series  2000-2  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2000-2 Certificates");

          .    Class A Series 2000-3 Floating Rate Asset Backed Certificates and
               Class B Series  2000-3  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2000-3 Certificates");

          .    Class A Series 2000-4 Floating Rate Asset Backed Certificates and
               Class B Series  2000-4  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2000-4 Certificates");

          .    Class A Series 2000-5 Floating Rate Asset Backed Certificates and
               Class B Series  2000-5  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2000-5 Certificates");

          .    Class A Series 2001-1 Floating Rate Asset Backed Certificates and
               Class B Series  2001-1  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2001-1 Certificates");




                                      - 3 -


<PAGE>


          .    Class A Series 2001-2 5.53% Asset Backed Certificates and Class B
               Series 2001-2 5.83% Asset Backed Certificates (collectively,  the
               "Series 2001-2 Certificates");

          .    Class A Series 2001-3 Floating Rate Asset Backed Certificates and
               Class B Series  2001-3  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2001-3 Certificates");

          .    Class A Series 2001-4 Floating Rate Asset Backed Certificates and
               Class B Series  2001-4  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2001-4 Certificates");

          .    Class A Series 2001-5 Floating Rate Asset Backed Certificates and
               Class B Series  2001-5  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2001-5 Certificates");

          .    Class A Series 2001-6 Floating Rate Asset Backed Certificates and
               Class B Series  2001-6  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2001-6 Certificates");

          .    Class A Series 2001-7 Floating Rate Asset Backed Certificates and
               Class B Series  2001-7  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2001-7 Certificates");

          .    Class A Series 2002-1 Floating Rate Asset Backed Certificates and
               Class B Series  2002-1  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2002-1 Certificates");

          .    Class A Series 2002-2 Floating Rate Asset Backed Certificates and
               Class B Series  2002-2  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2002-2 Certificates");

          .    Class A Series 2002-3 Floating Rate Asset Backed Certificates and
               Class B Series  2002-3  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2002-3 Certificates");

          .    Class A Series 2002-4 Floating Rate Asset Backed Certificates and
               Class B Series  2002-4  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2002-4 Certificates");

          .    Class A Series 2002-5 Floating Rate Asset Backed Certificates and
               Class B Series  2002-5  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2002-5 Certificates");

          .    Class A Series 2002-6 Floating Rate Asset Backed Certificates and
               Class B Series  2002-6  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2002-6 Certificates");


                                      - 4 -


<PAGE>


          .    Class A Series 2003-1 Floating Rate Asset Backed Certificates and
               Class B Series  2003-1  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2003-1 Certificates");

          .    Class A Series 2003-2 Floating Rate Asset Backed Certificates and
               Class B Series  2003-1  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2003-2 Certificates");

          .    Class A Series 2003-3 Floating Rate Asset Backed Certificates and
               Class B Series  2003-1  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2003-3 Certificates");

          .    Class A Series 2003-4 1.69% Asset Backed Certificates and Class B
               Series 2003-4 1.90% Rate Asset Backed Certificates (collectively,
               the "Series 2003-4 Certificates"); and

          .    Class A Series 2004-1 Floating Rate Asset Backed Certificates and
               Class B Series  2004-1  Floating  Rate Asset Backed  Certificates
               (collectively, the "Series 2004-1 Certificates").

          The Class A Series 1998-1 Floating Rate Asset Backed  Certificates and
the Class B Series 1998-1 Floating Rate Asset Backed  Certificates  were paid in
full June 16, 2003.

          Information  concerning  the  performance of the Trust Assets for each
monthly  due  period of the Trust is  contained  in monthly  Servicer's  reports
provided  to the  Trustee  and  filed  monthly  on  Form  8-K,  and  information
concerning  distributions  made on the  Investor  Certificates  is  contained in
payment date statements prepared by the Servicer and also filed on Form 8-K. The
Servicer has  prepared a report that sets forth,  with respect to certain of the
items  reported  on monthly in the monthly  Servicer's  reports,  the  aggregate
amount of such  items for the full year 2003 or, as  applicable,  the  amount of
such items as of December  25,  2003.  This annual  report is filed  herewith as
Exhibit 99.3.


Item 3.   Legal Proceedings

          The Registrant knows of no material legal  proceedings with respect to
          the Trust,  involving the Trust,  the Trustee,  the Trust Assets,  the
          Servicer or the Originators,  exclusive of ordinary routine litigation
          incidental to the Trustee's,  Servicer's or Originators'  duties under
          the Agreement.


Item 4.   Submission of Matters to a Vote of Security Holders

          None.




                                      - 5 -


<PAGE>


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

          (a)  The  Registrant  has no  voting  stock or class of  common  stock
               outstanding  as of the date of this report.  To the  Registrant's
               knowledge,  there is no established public trading market for the
               Investor Certificates.

          (b)  The Certificates  representing  investors' interests in the Trust
               were  delivered in book-entry  form through the facilities of the
               Depository  Trust Company ("DTC") and the nominee for DTC, Cede &
               Co., is the sole registered holder of the Certificates.

          (c)  Not Applicable.


Item 6.   Selected Financial Data

          Not Applicable.


Item 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

          Not Applicable.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

          Not Applicable.


Item 8.   Financial Statements and Supplementary Data

          Not Applicable.


Item 9.   Changes  in  and  Disagreements  with  Accountants  on  Accounting and
          Financial Disclosure

          None.


Item 9A.  Controls and Procedures

          Not Applicable.


                                      - 6 -


<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

          Not applicable.


Item 11.  Executive Compensation

          Not applicable.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

          (a)  The  Investor  Certificates  were  delivered in  book-entry  form
               through the facilities of DTC. As a consequence,  the nominee for
               DTC,  Cede & Co.,  is the  sole  registered  holder  of  Investor
               Certificates. An investor holding an interest in the Trust is not
               entitled  to receive a  certificate  representing  such  interest
               except in limited  circumstances.  Cede & Co.  holds the Investor
               Certificate on behalf of brokers, dealers, banks and other direct
               participants  in  the  DTC  system.  DTC  participants  may   own
               Investor  Certificates for their own account or hold them for the
               accounts of their  customers.  As of March 4, 2004 the  following
               direct DTC participants  held positions in Investor  Certificates
               representing  interests  in the Trust equal to or exceeding 5% of
               the total principal  amount of the Investor  Certificates of each
               class of each Series outstanding on that date. Information on DTC
               participants' held positions is provided by DTC.

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               1999-1 5.60%
               ASSET BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company    $294,164,000       34.00%

                                Mellon Trust Company   $113,293,000       13.10%

                                JP Morgan Chase         $97,196,000       11.24%

                                Bank of New York        $45,261,000        5.23%


               CLASS B SERIES
               1999-1 5.85%
               ASSET BACKED
               CERTIFICATES:    Bank of New York        $38,500,000       64.16%

                                State Street Bank
                                  and Trust Company     $19,000,000       31.66%


</TABLE>


                                      - 7 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               1999-2 5.95%
               ASSET BACKED
               CERTIFICATES:    JP Morgan Chase         $85,741,000       19.82%

                                State Street Bank
                                  and Trust Company     $75,045,000       17.35%

                                Investors Bank          $38,800,000        8.97%

                                Citibank, NA            $37,925,000        8.77%

                                Bank of New York        $36,614,000        8.46%

                                Mellon Trust Company    $32,893,000        7.60%


               CLASS B SERIES
               1999-2 6.10%
               ASSET BACKED
               CERTIFICATES:    JP Morgan Chase         $16,000,000       53.33%

                                Bank of  New York        $9,800,000       32.67%

                                Brown Brothers
                                  Harriman               $4,200,000       14.00%


               CLASS A SERIES
               1999-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Northern Trust
                                  Company              $227,000,000       27.51%

                                State Street Bank
                                  and Trust Company    $202,400,000       24.53%

                                Bank of New York       $114,000,000       13.82%

                                Citibank, NA           $111,750,000       13.54%

                                JP Morgan Chase Bank/
                                  Broker                $95,000,000       11.51%


               CLASS B SERIES
               1999-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $50,000,000       62.50%

                                Mellon Trust Company    $25,000,000       31.25%

                                Citibank, NA             $5,000,000        6.25%


</TABLE>


                                      - 8 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               1999-5 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company    $266,500,000       64.60%

                                Bank of New York        $69,225,000       16.78%

                                JP Morgan Chase         $40,975,000        9.93%


               CLASS B SERIES
               1999-5 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $33,000,000       82.50%

                                Mellon Trust Company     $6,550,000       16.37%


               CLASS A SERIES
               2000-1 7.20%
               ASSET BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company    $104,331,000       24.12%

                                JP Morgan Chase         $73,737,000       17.04%

                                Bank of New York        $54,930,000       12.70%

                                Mellon Trust Company    $30,673,000        7.10%

                                WBNA-Main               $25,680,000        5.93%

                                Northern Trust
                                  Company               $24,984,000        5.77%


               CLASS B SERIES
               2000-1 7.40%
               ASSET BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company     $14,000,000       46.66%

                                JP Morgan Chase         $10,175,000       33.91%

                                Citibank, NA             $5,000,000       16.66%


               CLASS A SERIES
               2000-2 FLOATING
               RATE ASSET
               BACKED
               CERTFICATES:     State Street Bank
                                  and Trust Company    $314,913,000       76.34%

                                JP Morgan Chase         $27,597,000        6.69%

                                DBTC America            $23,000,000        5.57%


</TABLE>


                                      - 9 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                  <C>                <C>
               CLASS B SERIES
               2000-2 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    DBTC America            $25,000,000       65.50%

                                Northern Trust
                                  Company                $3,290,000        8.22%

                                JP Morgan Chase          $3,055,000        7.64%

                                State Street Bank
                                  and Trust Company      $2,860,000        7.15%

                                Bank of New York         $2,345,000        5.86%

                                Mellon Trust Company     $2,205,000        5.51%


               CLASS A SERIES
               2000-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company    $345,135,000       41.83%

                                Bank of New York       $156,610,000       18.98%

                                JP Morgan Chase        $131,115,000       15.89%

                                Northern Trust
                                  Company               $78,210,000        9.48%

                                Citibank, NA            $70,000,000        8.48%


               CLASS B SERIES
               2000-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of New York        $38,000,000       47.50%

                                JP Morgan Chase         $22,500,000       28.12%

                                Bank of Tokyo -
                                  Mitsubishi            $10,000,000       12.50%

                                Wells Fargo              $5,000,000        6.25%


               CLASS A SERIES
               2000-4 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of Tokyo -
                                  Mitsubishi         $1,000,000,000         100%


</TABLE>


                                     - 10 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS B SERIES
               2000-4 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $48,970,000       50.50%

                                Bank of Tokyo -
                                  Mitsubishi            $48,000,000       49.50%


               CLASS A SERIES
               2000-5 FLOATING
               RATE ASSET
               BACKED
               CERTFICATES:     Citibank, NA           $174,755,230       26.88%

                                State Street Bank
                                  and Trust Company    $139,253,770       21.42%

                                Northern Trust
                                  Company               $78,917,000       12.14%

                                JP Morgan Chase         $73,685,000       11.33%

                                Bank of New York/
                                  Wachovia              $70,295,000       10.81%


               CLASS B SERIES
               2000-5 FLOATING
               RATE ASSET
               BACKED
               CERTFICATES:     JP Morgan Chase         $46,530,000       73.82%

                                Mellon Trust Company    $16,500,000       26.18%


               CLASS A SERIES
               2001-1 FLOATING
               RATE ASSET
               BACKED
               CERTFICATES:     State Street Bank
                                  and Trust Company    $338,993,000       54.78%

                                JP Morgan Chase         $73,000,000       11.80%

                                Dresdner                $72,315,000       11.68%

                                Citibank, NA            $41,400,000        6.69%


               CLASS B SERIES
               2001-1 FLOATING
               RATE ASSET
               BACKED
               CERTFICATES:     ML SFKPG                $20,000,000       33.33%

                                JP Morgan Chase         $20,000,000       33.33%

                                DBTC America            $10,000,000       16.67%

                                Bank of Tokyo -
                                  Mitsubishi            $10,000,000       16.67%


</TABLE>


                                     - 11 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2001-2 5.53%
               ASSET BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company     $57,820,000       26.74%

                                JP Morgan Chase         $45,970,000       21.26%

                                Mellon Trust Company    $37,990,000       17.57%

                                Bank of New York        $18,895,000        8.74%

                                Northern Trust
                                  Company               $14,475,000        6.69%


               CLASS B SERIES
               2001-2 5.83%
               ASSET BACKED
               CERTIFICATES:    JP Morgan Chase         $15,000,000         100%


               CLASS A SERIES
               2001-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company    $249,250,000       40.28%

                                Northern Trust
                                  Company              $165,000,000       26.67%

                                DBTC America            $60,000,000        9.69%

                                Mellon Trust Company    $35,000,000        5.65%

                                Harris Trust            $35,000,000        5.65%


               CLASS B SERIES
               2001-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Citibank, NA            $20,000,000       33.33%

                                DBTC America            $10,000,000       16.67%

                                Mellon Trust Company    $10,000,000       16.67%

                                Bank of New York        $10,000,000       16.67%

                                JP Morgan Chase         $10,000,000       16.67%


</TABLE>


                                     - 12 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2001-4 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of New York       $122,960,000       20.56%

                                Northern Trust
                                  Company               $92,000,000       15.38%

                                State Street Bank
                                  and Trust Company     $83,684,000       13.99%

                                Mellon Trust Company    $65,288,000       10.91%

                                JP Morgan Chase         $54,176,000        9.06%

                                Citibank, NA            $48,930,000        8.18%


               CLASS B SERIES
               2001-4 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of Tokyo -
                                  Mitsubishi            $18,000,000       31.03%

                                JP Morgan Chase         $15,000,000       25.86%

                                Bank of New York        $10,000,000       17.24%

                                DBTC America            $10,000,000       17.24%

                                Citibank, NA             $5,000,000        8.62%


               CLASS A SERIES
               2001-5 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Citibank, NA           $123,385,000       29.91%

                                JP Morgan Chase        $120,640,000       29.24%

                                WBNA-Main               $54,425,000       13.19%

                                Harris Trust            $50,000,000       12.12%

                                US Bank NA              $29,750,000        7.21%


               CLASS B SERIES
               2001-5 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $33,000,000       82.50%

                                Bank of New York         $7,000,000       17.50%


</TABLE>


                                     - 13 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2001-6 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $150,000,000       25.97%

                                Bank of New York       $108,000,000       18.70%

                                State Street Bank
                                  and Trust Company    $104,250,000       18.05%

                                Northern Trust
                                  Company               $95,000,000       16.45%

                                Citibank, NA            $50,000,000        8.65%

                                USB AG                  $40,000,000        6.92%


               CLASS B SERIES
               2001-6 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $45,880,000       81.93%

                                Brown Brothers
                                  Harriman               $5,515,000        9.85%


               CLASS A SERIES
               2001-7 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $325,000,000       65.60%

                                Bank of New York        $71,555,000       13.34%

                                Dresdner                $45,690,000        8.52%

                                Citibank, NA            $40,000,000        7.46%


               CLASS B SERIES
               2001-7 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of New York        $15,000,000       28.85%

                                JP Morgan Chase         $15,000,000       28.85%

                                Mellon Trust Company    $12,000,000       23.07%

                                Bank of Tokyo -
                                  Mitsubishi            $10,000,000       19.23%


</TABLE>


                                     - 14 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2002-1 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of New York       $247,200,000       32.57%

                                JP Morgan Chase        $231,405,000       30.49%

                                Citibank, NA           $185,000,000       24.37%


               CLASS B SERIES
               2002-1 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    DBTC America            $30,000,000       40.76%

                                JP Morgan Chase         $17,600,000       23.91%

                                Bank of New York        $14,000,000       19.02%

                                JPM/CCS2                $12,000,000       16.30%


               CLASS A SERIES
               2002-2 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $254,545,000       32.82%

                                Bank of New York       $217,900,000       28.09%

                                State Street Bank
                                  and Trust Company     $90,650,000       11.68%

                                Bank of New York/
                                  Wachovia              $75,000,000        9.67%

                                CitiDLRTEO              $60,000,000        7.73%


               CLASS B SERIES
               2002-2 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $40,200,000       53.45%

                                JPM/CCS2                $10,000,000       13.29%


</TABLE>


                                     - 15 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>             <C>                     <C>              <C>
               CLASS A SERIES
               2002-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $232,000,000       30.56%

                                Bank of New York       $224,490,000       29.57%

                                State Street Bank
                                  and Trust Company    $148,410,000       19.55%

                                Bank of New York/
                                  SO GE                 $50,000,000        6.58%

                                Citibank, NA            $50,000,000        6.58%


               CLASS B SERIES
               2002-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    State Street Bank
                                  and Trust Company     $32,600,000       44.29%

                                Mellon Trust Company    $21,000,000       28.53%

                                JP Morgan Chase         $15,000,000       20.38%

                                Citibank, NA             $5,000,000        6.79%


               CLASS A SERIES
               2002-4 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Northern Trust
                                  Company              $100,700,000       24.41%

                                Bank of New York        $77,730,000       18.84%

                                Bank of New York/
                                  Wachovia              $76,500,000       18.54%

                                JP Morgan Chase         $40,325,000        9.77%

                                Citibank, NA            $34,250,000        8.30%

                                State Street Bank
                                  and Trust Company     $31,660,000        7.67%


               CLASS B SERIES
               2002-4 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $30,000,000       75.00%

                                Mellon Trust Company    $10,000,000       25.00%

</TABLE>


                                     - 16 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2002-5 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Citibank, NA           $223,000,000       45.05%

                                JP Morgan Chase        $129,000,000       26.06%

                                Bank of New York        $45,000,000        9.09%

                                DBTC/Frank              $40,000,000        8.08%

                                US Bank NA              $33,000,000        6.66%

                                JPM/CCS2                $25,000,000        5.05%


               CLASS B SERIES
               2002-5 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    DBTC America            $30,000,000       62.50%

                                JP Morgan Chase         $18,000,000       37.50%


               CLASS A SERIES
               2002-6 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $130,000,000       21.88%

                                Mellon Trust Company    $83,000,000       13.97%

                                State Street Bank
                                  and Trust Company     $76,000,000       12.79%

                                Bank of New York        $75,000,000       12.62%

                                Wells Fargo             $60,000,000       10.10%

                                Citibank, NA            $54,000,000        9.09%

                                ML SFKPG                $32,000,000        5.38%

               CLASS B SERIES
               2002-6 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    DBTC America            $20,000,000       34.72%

                                JP Morgan Chase         $13,000,000       22.56%

                                ML SFKPG                 $9,000,000       15.6%

                                Bank of Tokyo -
                                  Mitsubishi             $5,000,000        8.68%

                                State Street Bank
                                  and Trust Company      $5,000,000        8.68%


</TABLE>


                                     - 17 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2003-1 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of New York       $242,280,000       31.92%

                                JP Morgan Chase        $232,000,000       30.56%

                                State Street Bank
                                  and Trust Company     $98,710,000       13.00%

                                Mellon Trust Company    $85,000,000       11.19%

                                Investors Bank          $41,825,000         5.5%

               CLASS B SERIES
               2003-1 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase         $56,000,000       76.01%

                                Citibank, NA            $16,000,000       21.74%


               CLASS A SERIES
               2003-2 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $471,470,000       48.58%

                                Bank of New York       $250,000,000       25.75%

                                Citibank, NA           $153,750,000       15.84%


               CLASS B SERIES
               2003-2 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Citibank, NA            $27,000,000       30.68%

                                Sumi Trust              $20,000,000       22.72%

                                Bank of New York        $15,000,000       17.04%

                                JP Morgan Chase         $14,000,000       15.90%

                                JPM/CCS2                $12,000,000       13.63%


</TABLE>


                                     - 18 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>              <C>
               CLASS A SERIES
               2003-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    Bank of New York       $259,500,000       41.93%

                                State Street Bank
                                  and Trust Company    $129,050,000       20.85%


                                JP Morgan Chase        $105,500,000       17.05%

                                Harris Trust            $47,000,000        7.59%


               CLASS B SERIES
               2003-3 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    DBTC America            $20,000,000       33.33%

                                JP Morgan Chase         $19,000,000       31.66%

                                Sumi Trust              $10,000,000       16.66%

                                WBNA - Main              $6,000,000       10.00%

                                JPM/CCS2                 $5,000,000        8.33%


               CLASS A SERIES
               2003-4 1.69%
               ASSET BACKED
               CERTIFICATES:    JP Morgan Chase        $155,205,841       26.38%

                                State Street Bank
                                  and Trust Company     $99,899,111       16.98%

                                Northern Trust
                                  Company               $72,821,000       12.38%

                                Mellon Trust Company    $69,085,000       11.74%

                                Bank of New York        $49,460,271        8.41%

               CLASS B SERIES
               2003-4 1.90%
               ASSET BACKED
               CERTIFICATES:    JP Morgan Chase         $20,300,000       49.75%

                                Bank of New York        $17,500,000       42.89%

                                State Street Bank
                                  and Trust Company     $3,000,000         7.35%


</TABLE>


                                     - 19 -


<PAGE>

<TABLE>

<CAPTION>
                                                       Principal
                                                       Amount of        Percent
                                Name                   Certificates     of Class
                                ----                   ------------     --------
               <S>              <C>                    <C>                <C>
               CLASS A SERIES
               2004-1 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase          $20,775,000      34.62%

                                Bank of New York         $16,615,000      27.69%

                                DBTC America             $15,000,000      25.00%

                                Citibank, NA              $6,470,000      10.78%


               CLASS B SERIES
               2004-1 FLOATING
               RATE ASSET
               BACKED
               CERTIFICATES:    JP Morgan Chase        $237,000,000       35.47%

                                Citibank, NA           $184,000,000       27.54%

                                Bank of New York        $57,000,000        8.53%

                                State Street Bank
                                  and Trust Company     $50,000,000        7.48%
</TABLE>

               The address of each of the above participants is:

               (a)  c/o The  Depository  Trust Company
                    55 Water Street
                    New York, New York 10041

               (b)  Not Applicable.

               (c)  Not Applicable.


Item 13.       Certain Relationships and Related Transactions

               The Bank of New York acts as Trustee under the Agreement.


Item 14.       Principal Accounting Fees and Services

               Not Applicable.



                                     - 20 -


<PAGE>


                                     PART IV

Item 15.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K

               (a)  The  following  documents  are filed as part of this  Annual
                    Report on Form 10-K:

                    1.   Power of Attorney for American  Express  Centurion Bank
                         (filed as Exhibit 24.1).

                    2.   Power of  Attorney  for  American  Express  Receivables
                         Financing Corporation II (filed as Exhibit 24.2).

                    3.   Annual  Servicing  Statement  Delivered  to the Trustee
                         (filed as Exhibit 99.1).

                    4.   Annual  Accountant's Report of Ernst & Young LLP (filed
                         as Exhibit 99.2).

                    5.   Annual Report containing Aggregate  Information for the
                         Fiscal Year (filed as Exhibit 99.3).

                    6.   Certifications   pursuant   to   Section   302  of  the
                         Sarbanes-Oxley  Act of 2002 (filed as  Exhibits  99.4.1
                         and 99.4.2).


               (b)  Reports on Form 8-K:

                    The  Trust has filed the following reports on Form 8-K since
                         March 24, 2003:

                    1.   Form 8-K,  dated March 24, 2003,  attaching  the Series
                         Term Sheet,  dated March 24, 2003, which sets forth the
                         proposed  issuance  of the Class A Floating  Rate Asset
                         Backed  Certificates,  Series  2003-2,  and the Class B
                         Floating Rate Asset Backed Certificates, Series 2003-2.

                    2.   Form 8-K,  dated  April 2, 2003,  attaching  the Series
                         2003-2 Supplement,  dated April 2, 2003,  supplementing
                         the  Pooling  and  Servicing  Agreement,  dated May 16,
                         1996.

                    3.   Form 8-K,  dated April 15, 2003,  attaching the Monthly
                         Servicer's  Certificate for the due period February 25,
                         2003 through March 26, 2003.

                    4.   Form 8-K,  dated April 29, 2003,  attaching  the Series
                         Term Sheet,  dated April 29, 2003, which sets forth the
                         proposed  issuance  of the Class A Floating  Rate Asset
                         Backed  Certificates,  Series  2003-3,  and the Class B
                         Floating Rate Asset Backed Certificates, Series 2003-3.


                                     - 21 -

<PAGE>


                    5.   Form  8-K,  dated May 7,  2003,  attaching  the  Series
                         2003-3 Supplement, dated May 7, 2003, supplementing the
                         Pooling and Servicing Agreement, dated May 16, 1996.

                    6.   Form 8-K,  dated May 15,  2003,  attaching  the Monthly
                         Servicer's  Certificate  for the due  period  March 27,
                         2003 through April 25, 2003.

                    7.   Form 8-K, dated June 9, 2003, attaching the Series Term
                         Sheet,  dated  June  9,  2003,  which  sets  forth  the
                         proposed  issuance  of the Class A 1.69%  Asset  Backed
                         Certificates,  Series  2003-4,  and  the  Class B 1.90%
                         Asset Backed Certificates, Series 2003-4.

                    8.   Form 8-K,  dated June 16, 2003,  attaching  the Monthly
                         Servicer's  Certificate  for the due  period  April 26,
                         2003 through May 25, 2003.

                    9.   Form 8-K,  dated June 18,  2003,  attaching  the Series
                         2003-4 Supplement,  dated June 18, 2003,  supplementing
                         the  Pooling  and  Servicing  Agreement,  dated May 16,
                         1996.

                    10.  Form 8-K,  dated July 15, 2003,  attaching  the Monthly
                         Servicer's  Certificate for the due period May 26, 2003
                         through June 25, 2003.

                    11.  Form 8-K, dated August 15, 2003,  attaching the Monthly
                         Servicer's Certificate for the due period June 26, 2003
                         through July 26, 2003.

                    12.  Form 8-K,  dated  September  15,  2003,  attaching  the
                         Monthly Servicer's  Certificate for the due period July
                         27, 2003 through August 25, 2003.

                    13.  Form 8-K, dated October 15, 2003, attaching the Monthly
                         Servicer's  Certificate  for the due period  August 26,
                         2003 through September 25, 2003.

                    14.  Form 8-K, dated October 23, 2003,  attaching Assignment
                         No. 11 of Receivables in Additional Accounts,  dated as
                         of October 23, 2003, among American  Express  Centurion
                         Bank,    American   Express    Receivables    Financing
                         Corporation II and The Bank of New York.

                    15.  Form  8-K,  dated  November  17,  2003,  attaching  the
                         Monthly  Servicer's  Certificate  for  the  due  period
                         September 26, 2003 through October 25, 2003.

                    16.  Form  8-K,  dated  December  15,  2003,  attaching  the
                         Monthly  Servicer's  Certificate  for  the  due  period
                         October 26, 2003 through November 24, 2003.


                                     - 22 -


<PAGE>


                    17.  Form 8-K, dated January 15, 2004, attaching the Monthly
                         Servicer's  Certificate for the due period November 25,
                         2003 through December 25, 2003.

                    18.  Form  8-K,  dated  February  17,  2004,  attaching  the
                         Monthly  Servicer's  Certificate  for  the  due  period
                         December 26, 2003 through January 26, 2004.

                    19.  Form 8-K,  dated  March 1, 2004,  attaching  the Series
                         2004-1 Supplement, dated May 1, 2004, supplementing the
                         Pooling and Servicing Agreement, dated May 16, 1996.

                    20.  Form 8-K,  dated March 15, 2004,  attaching the Monthly
                         Servicer's  Certificate  for the due period January 27,
                         2004 through February 25, 2004.


               (c) Exhibits:

                    4.1  Pooling  and  Servicing  Agreement,  dated May 16, 1996
                         (incorporated  by  reference  to  Exhibit  4.1 of  Form
                         8-A12G filed by  registrant  on May 30, 1996,  File No.
                         000-20787).

                    4.2  First Amendment to the Pooling and Servicing Agreement,
                         dated  March  30,   2001,   amending  the  Pooling  and
                         Servicing   Agreement,   dated  as  of  May  16,   1996
                         (incorporated  by reference to Exhibit 5.2 of Form 8-K,
                         dated March 30, 2001, File No. 000-20787).

                    4.3  Supplemental Assumption Agreement, dated June 27, 1996,
                         between American  Express  Centurion Bank, as Assignor,
                         and American Express Deposit Corporation,  as Assignee,
                         with  respect to the  Pooling and  Servicing  Agreement
                         Governing the American  Express  Credit  Account Master
                         Trust (incorporated by reference to Exhibit 4.3 of Form
                         8-K, dated July 15, 1996, File No. 000-20787).

                    4.4  Assignment No. 1 of Receivables in Additional Accounts,
                         dated  August 7, 1997,  by and among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 20.2 of Form 8-K,  dated August 15, 1997,  File
                         No. 000-20787).


                                     -23 -


<PAGE>


                    4.5  Assignment No. 3 of Receivables in Additional Accounts,
                         dated September 13, 1999, by and among American Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.1 of Form 8-K, dated September 1, 1999, File
                         No. 000-20787).

                    4.6  Assignment No. 4 of Receivables in Additional Accounts,
                         dated  May 19,  2000,  by and  among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.01 of Form 8-K, dated May 19, 2000, File No.
                         000-20787).

                    4.7  Assignment No. 5 of Receivables in Additional Accounts,
                         dated  August 8, 2000,  by and among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.01 of Form 8-K,  dated August 8, 2000,  File
                         No. 000-20787).

                    4.8  Assignment No. 6 of Receivables in Additional Accounts,
                         dated  March 2,  2001,  by and among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.01 of Form 8-K,  dated March 27, 2001,  File
                         No. 000-20787).

                    4.9  Assignment No. 7 of Receivables in Additional Accounts,
                         dated  July 18,  2001,  by and among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit  99.01 of Form 8-K,  dated July 18, 2001,  File
                         No. 000-20787).

                    4.10 Assignment No. 8 of Receivables in Additional Accounts,
                         dated January 25, 2002, by and among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.01 of Form 8-K, dated January 25, 2002, File
                         No. 000-20787).

                    4.11 Assignment No. 9 of Receivables in Additional Accounts,
                         dated March 14,  2002,  by and among  American  Express
                         Centurion   Bank  and  American   Express   Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.01 of Form 8-K,  dated March 14, 2002,  File
                         No. 000-20787).

                    4.12 Assignment   No.  10  of   Receivables   in  Additional
                         Accounts,   dated  December  11,  2002,  by  and  among
                         American  Express  Centurion  Bank,   American  Express
                         Receivables  Financing  Corporation II, as transferors,
                         and The Bank of New York, as trustee  (incorporated  by
                         reference to Exhibit 99.01 of Form 8-K,  dated December
                         11, 2002, File No. 000-20787).


                                     - 24 -


<PAGE>


                    4.13 Assignment   No.  11  of   Receivables   in  Additional
                         Accounts, dated October 23, 2003, by and among American
                         Express  Centurion Bank,  American Express  Receivables
                         Financing Corporation II, as transferors,  and The Bank
                         of New York, as trustee  (incorporated  by reference to
                         Exhibit 99.01 of Form 8-K, dated October 23, 2003, File
                         No. 000-20787).

                    4.14 Supplemental Conveyance No. 1, dated August 7, 1997, by
                         and between  American  Express  Credit  Corporation  as
                         seller,  and  American  Express  Receivables  Financing
                         Corporation II, as purchaser (incorporated by reference
                         to Exhibit  20.3 of Form 8-K,  dated  August 15,  1997,
                         File No. 000-20787).

                    4.15 Supplemental  Conveyance  No. 3,  dated  September  13,
                         1999,   by  and   between   American   Express   Credit
                         Corporation,    as   seller,   and   American   Express
                         Receivables  Financing  Corporation  II,  as  purchaser
                         (incorporated by reference to Exhibit 99.2 of Form 8-K,
                         dated September 21, 1999, File No. 000-20787).

                    4.16 Supplemental  Conveyance  No. 4, dated May 19, 2000, by
                         and between  American  Express  Credit  Corporation  as
                         seller,  and  American  Express  Receivables  Financing
                         Corporation II, as purchaser (incorporated by reference
                         to Exhibit 99.02 of Form 8-K, dated May 19, 2000,  File
                         No. 000-20787).

                    4.17 Supplemental Conveyance No. 5, dated August 8, 2000, by
                         and between  American  Express  Credit  Corporation  as
                         seller,  and  American  Express  Receivables  Financing
                         Corporation II, as purchaser (incorporated by reference
                         to  Exhibit  99.02 of Form 8-K,  dated  August 8, 2000,
                         File No. 000-20787).

                    4.18 Supplemental  Conveyance No. 6, dated March 2, 2001, by
                         and between  American  Express  Credit  Corporation  as
                         seller,  and  American  Express  Receivables  Financing
                         Corporation II, as purchaser (incorporated by reference
                         to Exhibit  99.02 of Form 8-K,  dated  March 27,  2001,
                         File No. 000-20787).

                    4.19 Series  1999-1  Supplement to the Pooling and Servicing
                         Agreement,   dated  April  21,  1999  (incorporated  by
                         reference  to Exhibit 4.1 of Form  8-A12G,  dated April
                         21, 1999, File No. 000-20787).

                    4.20 Series  1999-2  Supplement to the Pooling and Servicing
                         Agreement,   dated  May  19,  1999   (incorporated   by
                         reference to Exhibit 4.2 of Form 8-A12G,  dated May 19,
                         1999, File No. 000-20787).


                                     - 25 -


<PAGE>


                    4.21 Series  1999-3  Supplement to the Pooling and Servicing
                         Agreement,   dated  May  19,  1999   (incorporated   by
                         reference to Exhibit 4.3 of Form 8-A12G,  dated May 19,
                         1999, File No. 000-20787).

                    4.22 Series  1999-5  Supplement to the Pooling and Servicing
                         Agreement,  dated  August  17,  1999  (incorporated  by
                         reference to Exhibit 4.3 of Form  8-A12G,  dated August
                         17, 1999, File No. 000-20787).

                    4.23 Series  2000-1  Supplement to the Pooling and Servicing
                         Agreement,  dated  February 16, 2000  (incorporated  by
                         reference  to Exhibit 4.1 of Form 8-K,  dated  February
                         16, 2000, File No. 000-20787).

                    4.24 Series  2000-2  Supplement to the Pooling and Servicing
                         Agreement,  dated  February 16, 2000  (incorporated  by
                         reference  to Exhibit 4.2 of Form 8-K,  dated  February
                         16, 2000, File No. 000-20787).

                    4.25 Series  2000-3  Supplement to the Pooling and Servicing
                         Agreement, dated May 3, 2000 (incorporated by reference
                         to Exhibit 4.1 of Form 8-K, dated May 3, 2000, File No.
                         000-20787).

                    4.26 Series  2000-4  Supplement to the Pooling and Servicing
                         Agreement,   dated  June  22,  2000   (incorporated  by
                         reference to Exhibit 4.2 of Form 8-A12G, dated June 22,
                         2000, File No. 000-20787).

                    4.27 Series  2000-5  Supplement to the Pooling and Servicing
                         Agreement,  dated September 15, 2000  (incorporated  by
                         reference  to  Exhibit  4.2  of  Form   8-A12G,   dated
                         September 15, 2000, File No. 000-20787).

                    4.28 Series  2001-1  Supplement to the Pooling and Servicing
                         Agreement,  dated  February 23, 2001  (incorporated  by
                         reference  to Exhibit 4.1 of Form 8-K,  dated  February
                         23, 2001, File No. 000-20787).

                    4.29 Series  2001-2  Supplement to the Pooling and Servicing
                         Agreement,   dated  March  23,  2001  (incorporated  by
                         reference  to Exhibit 5.1 of Form 8-K,  dated March 23,
                         2001, File No. 000-20787).

                    4.30 Series  2001-3  Supplement to the Pooling and Servicing
                         Agreement,   dated  April  3,  2001   (incorporated  by
                         reference  to Exhibit 5.1 of Form 8-K,  dated March 30,
                         2001, File No. 000-20787).

                    4.31 Series  2001-4  Supplement to the Pooling and Servicing
                         Agreement,   dated  April  19,  2001  (incorporated  by
                         reference  to Exhibit 5.1 of Form 8-K,  dated April 19,
                         2001, File No. 000-20787).


                                     - 26 -


<PAGE>


                    4.32 Series  2001-5  Supplement to the Pooling and Servicing
                         Agreement, dated May 9, 2001 (incorporated by reference
                         to  Exhibit  5.1 of Form 8-K,  dated as of May 9, 2001,
                         File No. 000-20787).

                    4.33 Series  2001-6  Supplement to the Pooling and Servicing
                         Agreement,   dated  June  12,  2001   (incorporated  by
                         reference  to Exhibit  5.1 of Form 8-K,  dated June 12,
                         2001, File No. 000-20787).

                    4.34 Series  2001-7  Supplement to the Pooling and Servicing
                         Agreement,  dated  August  21,  2001  (incorporated  by
                         reference to Exhibit 5.1 of Form 8-K,  dated August 21,
                         2001, File No. 000-20787).

                    4.35 Series  2002-1  Supplement to the Pooling and Servicing
                         Agreement,  dated  February 21, 2002  (incorporated  by
                         reference  to Exhibit 5.1 of Form 8-K,  dated  February
                         21, 2002, File No. 000-20787).

                    4.36 Series  2002-2  Supplement to the Pooling and Servicing
                         Agreement,   dated  April  25,  2002  (incorporated  by
                         reference  to Exhibit 4.1 of Form 8-K,  dated April 25,
                         2002, File No. 000-20787).

                    4.37 Series  2002-3  Supplement to the Pooling and Servicing
                         Agreement,   dated  May  16,  2002   (incorporated   by
                         reference  to  Exhibit  4.1 of Form 8-K,  dated May 16,
                         2002, File No. 000-20787).

                    4.38 Series  2002-4  Supplement to the Pooling and Servicing
                         Agreement,   dated  July  17,  2002   (incorporated  by
                         reference  to Exhibit  4.1 of Form 8-K,  dated July 17,
                         2002, File No. 000-20787).

                    4.39 Series  2002-5  Supplement to the Pooling and Servicing
                         Agreement,   dated  July  17,  2002   (incorporated  by
                         reference  to Exhibit  4.1 of Form 8-K,  dated July 17,
                         2002, File No. 000-20787).

                    4.40 Series  2002-6  Supplement to the Pooling and Servicing
                         Agreement,  dated  August  15,  2002  (incorporated  by
                         reference to Exhibit 4.1 of Form 8-K,  dated August 15,
                         2002, File No. 000-20787).

                    4.41 Series  2003-1  Supplement to the Pooling and Servicing
                         Agreement,  dated  February 20, 2003  (incorporated  by
                         reference  to Exhibit 4.1 of Form 8-K,  dated  February
                         20, 2003, File No. 000-20787).

                    4.42 Series  2003-2  Supplement to the Pooling and Servicing
                         Agreement,   dated  April  2,  2003   (incorporated  by
                         reference  to Exhibit  4.1 of Form 8-K,  dated April 2,
                         2003, File No. 000-20787).


                                     - 27 -


<PAGE>


                    4.43 Series  2003-3  Supplement to the Pooling and Servicing
                         Agreement, dated May 7, 2003 (incorporated by reference
                         to Exhibit 4.1 of Form 8-K, dated May 7, 2003, File No.
                         000-20787).

                    4.44 Series  2003-4  Supplement to the Pooling and Servicing
                         Agreement,   dated  June  18,  2003   (incorporated  by
                         reference  to Exhibit  4.1 of Form 8-K,  dated June 18,
                         2003, File No. 000-20787).

                    4.45 Series  2004-1  Supplement to the Pooling and Servicing
                         Agreement,   dated  March  1,  2004,  (incorporated  by
                         reference  to Exhibit  4.1 of Form 8-K,  dated March 1,
                         2004, File No. 000-20787).

                    10.1 Form  of RFC II  Purchase  Agreement  (incorporated  by
                         reference to Exhibit 10.1 of Registration Statement on
                           Form S-3, filed March 6, 1996, File No. 33-95784).

                    24.1 Power of Attorney for American Express Centurion Bank.

                    24.2 Power of  Attorney  for  American  Express  Receivables
                         Financing Corporation II.

                    99.1 Annual Servicing Statement Delivered to the Trustee.

                    99.2 Annual Accountant's Report of Ernst & Young LLP.

                    99.3 Annual Report Containing Aggregate  Information for the
                         Fiscal Year.

                    99.4.1  Certification  of  Traci  L.  Memmott  pursuant  to
                            Section 302 of the Sarbanes-Oxley Act of 2002.

                    99.4.2  Certification  of Leslie R. Scharfstein  pursuant to
                            Section 302 of the Sarbanes-Oxley Act of 2002.








                                     - 28 -


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                           AMERICAN EXPRESS CREDIT
                                           ACCOUNT MASTER TRUST
                                           Registrant

                                           By: AMERICAN EXPRESS CENTURION
                                               BANK,
                                               Co-Originator of the Trust

                                           By: /s/ Traci L. Memmott
                                               ------------------------------
                                               Traci L. Memmott
                                               Chief Financial Officer
                                               (Principal Accounting Officer)

     Pursuant  to the requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the date indicated.


                *
----------------------------------
Ashwini Gupta                              Director and Chairman



                *
----------------------------------
Frank L. Skillern                          Director and Chairman Emeritus



/s/ L. Craig Downs
----------------------------------
L. Craig Downs
                                           Director, President and
                                           Chief Operating Officer

                *
----------------------------------
Roger O. Goldman                           Director



                *
----------------------------------
Jon C. Patton                              Director


<PAGE>


                *
----------------------------------
Jay B. Stevelman                           Director



                *
----------------------------------
Roslyn M. Watson                           Director



* By: /s/ Tim Heine
      -----------------------------
      Tim Heine
      Attorney-in-Fact








March 24, 2004


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                           AMERICAN EXPRESS CREDIT
                                           ACCOUNT MASTER TRUST
                                           Registrant

                                           By:  AMERICAN EXPRESS
                                                RECEIVABLES FINANCING
                                                CORPORATION II,
                                                Co-Originator of the Trust

                                           By:/s/ Leslie R. Scharfstein
                                              ---------------------------------
                                              Leslie R. Scharfstein
                                              President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the  registrant in
the capacities and on the date indicated.

                *
----------------------------------
Leslie R. Scharfstein                      President
                                           (Principal Executive Officer)
                *
----------------------------------
John D. Koslow                             Vice President and Treasurer
                                           (Principal Finance Officer and
                *                          Principal Accounting Officer)
----------------------------------
Donald J. Puglisi                          Director

                *
----------------------------------
David L. Yowan                             Director


* By: /s/ Leslie R. Scharfstein
      ----------------------------
     Leslie R. Scharfstein
     Attorney-in-Fact


March 24, 2004

<PAGE>


                                  EXHIBIT INDEX

The  following  exhibits  are  filed as part of this  Annual  Report  or,  where
indicated,  were  heretofore  filed and are hereby  incorporated by reference (*
indicates exhibits electronically filed herewith).

4.1    Pooling and  Servicing  Agreement,  dated May 16, 1996  (incorporated  by
       reference  to Exhibit 4.1 of Form 8-A12G filed by  registrant  on May 30,
       1996, File No. 000-20787).

4.2    First Amendment to the Pooling and Servicing  Agreement,  dated March 30,
       2001,  amending the Pooling and Servicing  Agreement,  dated May 16, 1996
       (incorporated  by reference  to Exhibit 5.2 of Form 8-K,  dated March 30,
       2001, File No. 000-20787).

4.3    Supplemental Assumption Agreement,  dated June 27, 1996, between American
       Express  Centurion  Bank,  as  Assignor,  and  American  Express  Deposit
       Corporation,  as  Assignee,  with  respect to the Pooling  and  Servicing
       Agreement  Governing the American  Express  Credit  Account  Master Trust
       (incorporated  by  reference  to Exhibit 4.3 of Form 8-K,  dated July 15,
       1996, File No. 000-20787).

4.4    Assignment No. 1 of Receivables in Additional  Accounts,  dated August 7,
       1997, by and among American  Express  Centurion Bank and American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee  (incorporated by reference to Exhibit 20.2 of Form 8-K,
       dated August 15, 1997, File No. 000-20787).

4.5    Assignment No. 3 of Receivables in Additional  Accounts,  dated September
       13,  1999,  by and among  American  Express  Centurion  Bank and American
       Express  Receivables  Financing  Corporation II, as transferors,  and The
       Bank of New York, as trustee  (incorporated  by reference to Exhibit 99.1
       of Form 8-K, dated September 1, 1999, File No. 000-20787).

4.6    Assignment No. 4 of Receivables in Additional  Accounts,  dated as of May
       19,  2000,  by and among  American  Express  Centurion  Bank and American
       Express  Receivables  Financing  Corporation II, as transferors,  and The
       Bank of New York, as trustee  (incorporated by reference to Exhibit 99.01
       of Form 8-K, dated May 19, 2000, File No. 000-20787).

4.7    Assignment No. 5 of Receivables in Additional  Accounts,  dated August 8,
       2000, by and among American  Express  Centurion Bank and American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated August 8, 2000, File No. 000-20787).


<PAGE>


4.8    Assignment No. 6 of Receivables  in Additional  Accounts,  dated March 2,
       2001, by and among American  Express  Centurion Bank and American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated March 27, 2001, File No. 000-20787).

4.9    Assignment No. 7 of Receivables  in Additional  Accounts,  dated July 18,
       2001, by and among American  Express  Centurion Bank and American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated July 18, 2001, File No. 000-20787).

4.10   Assignment No. 8 of Receivables in Additional Accounts, dated January 25,
       2002, by and among American  Express  Centurion Bank and American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated January 25, 2002, File No. 000-20787).

4.11   Assignment No. 9 of Receivables in Additional  Accounts,  dated March 14,
       2002, by and among American  Express  Centurion Bank and American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated March 14, 2002, File No. 000-20787).

4.12   Assignment No. 10 of Receivables in Additional  Accounts,  dated December
       11, 2002, by and among American Express Centurion Bank,  American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated December 11, 2002, File No. 000-20787).

4.13   Assignment No. 11 of Receivables  in Additional  Accounts,  dated October
       23, 2003, by and among American Express Centurion Bank,  American Express
       Receivables Financing Corporation II, as transferors, and The Bank of New
       York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
       dated October 23, 2003, File No. 000-20787).

4.14   Supplemental Conveyance No. 1, dated as of August 7, 1997, by and between
       American  Express  Credit  Corporation  as seller,  and American  Express
       Receivables  Financing  Corporation  II, as  purchaser  (incorporated  by
       reference  to Exhibit 20.3 of Form 8-K,  dated August 15, 1997,  File No.
       000-20787).

4.15   Supplemental  Conveyance No. 3, dated  September 13, 1999, by and between
       American  Express Credit  Corporation,  as seller,  and American  Express
       Receivables  Financing  Corporation  II, as  purchaser  (incorporated  by
       reference to Exhibit 99.2 of Form 8-K, dated September 21, 1999, File No.
       000-20787).


<PAGE>


4.16   Supplemental  Conveyance  No.  4,  dated  May 19,  2000,  by and  between
       American  Express  Credit  Corporation  as seller,  and American  Express
       Receivables  Financing  Corporation  II, as  purchaser  (incorporated  by
       reference  to Exhibit  99.02 of Form 8-K,  dated May 19,  2000,  File No.
       000-20787).

4.17   Supplemental  Conveyance  No. 5,  dated  August 8, 2000,  by and  between
       American  Express  Credit  Corporation  as seller,  and American  Express
       Receivables  Financing  Corporation  II, as  purchaser  (incorporated  by
       reference to Exhibit  99.02 of Form 8-K,  dated August 8, 2000,  File No.
       000-20787).

4.18   Supplemental  Conveyance  No. 6,  dated  March 2,  2001,  by and  between
       American  Express  Credit  Corporation  as seller,  and American  Express
       Receivables  Financing  Corporation  II, as  purchaser  (incorporated  by
       reference to Exhibit  99.02 of Form 8-K,  dated March 27, 2001,  File No.
       000-20787).

4.19   Series 1999-1  Supplement to the Pooling and Servicing  Agreement,  dated
       April 21, 1999  (incorporated by reference to Exhibit 4.1 of Form 8-A12G,
       dated April 21, 1999, File No. 000-20787).

4.20   Series 1999-2  Supplement to the Pooling and Servicing  Agreement,  dated
       May 19, 1999  (incorporated  by  reference to Exhibit 4.2 of Form 8-A12G,
       dated May 19, 1999, File No. 000-20787).

4.21   Series 1999-3  Supplement to the Pooling and Servicing  Agreement,  dated
       May 19, 1999  (incorporated  by  reference to Exhibit 4.3 of Form 8-A12G,
       dated May 19, 1999, File No. 000-20787).

4.22   Series 1999-5  Supplement to the Pooling and Servicing  Agreement,  dated
       August 17, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G,
       dated August 17, 1999, File No. 000-20787).

4.23   Series 2000-1  Supplement to the Pooling and Servicing  Agreement,  dated
       February 16, 2000  (incorporated by reference to Exhibit 4.1 of Form 8-K,
       dated February 16, 2000, File No. 000-20787).

4.24   Series 2000-2  Supplement to the Pooling and Servicing  Agreement,  dated
       February 16, 2000  (incorporated by reference to Exhibit 4.2 of Form 8-K,
       dated February 16, 2000, File No. 000-20787).

4.25   Series 2000-3  Supplement to the Pooling and Servicing  Agreement,  dated
       May 3, 2000  (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
       May 3, 2000, File No. 000-20787).

4.26   Series 2000-4  Supplement to the Pooling and Servicing  Agreement,  dated
       June 22, 2000  (incorporated  by reference to Exhibit 4.2 of Form 8-A12G,
       dated June 22, 2000, File No. 000-20787).


<PAGE>


4.27   Series 2000-5  Supplement to the Pooling and Servicing  Agreement,  dated
       September  15, 2000  (incorporated  by  reference  to Exhibit 4.2 of Form
       8-A12G, dated September 15, 2000, File No. 000-20787).

4.28   Series 2001-1  Supplement to the Pooling and Servicing  Agreement,  dated
       February 23, 2001  (incorporated by reference to Exhibit 4.1 of Form 8-K,
       dated February 23, 2001, File No. 000-20787).

4.29   Series 2001-2  Supplement to the Pooling and Servicing  Agreement,  dated
       March 23, 2001  (incorporated  by  reference  to Exhibit 5.1 of Form 8-K,
       dated March 23, 2001, File No. 000-20787).

4.30   Series 2001-3  Supplement to the Pooling and Servicing  Agreement,  dated
       April 3, 2001  (incorporated  by  reference  to Exhibit  5.1 of Form 8-K,
       dated March 30, 2001, File No. 000-20787).

4.31   Series 2001-4  Supplement to the Pooling and Servicing  Agreement,  dated
       April 19, 2001  (incorporated  by  reference  to Exhibit 5.1 of Form 8-K,
       dated April 19, 2001, File No. 000-20787).

4.32   Series 2001-5  Supplement to the Pooling and Servicing  Agreement,  dated
       May 9, 2001  (incorporated by reference to Exhibit 5.1 of Form 8-K, dated
       May 9, 2001, File No. 000-20787).

4.33   Series 2001-6  Supplement to the Pooling and Servicing  Agreement,  dated
       June 12,  2001  (incorporated  by  reference  to Exhibit 5.1 of Form 8-K,
       dated June 12, 2001, File No. 000-20787).

4.34   Series 2001-7  Supplement to the Pooling and Servicing  Agreement,  dated
       August 21, 2001  (incorporated  by  reference to Exhibit 5.1 of Form 8-K,
       dated August 21, 2001, File No. 000-20787).

4.35   Series 2002-1  Supplement to the Pooling and Servicing  Agreement,  dated
       February 21, 2002  (incorporated by reference to Exhibit 5.1 of Form 8-K,
       dated February 21, 2002, File No. 000-20787).

4.36   Series 2002-2  Supplement to the Pooling and Servicing  Agreement,  dated
       April 25, 2002  (incorporated  by  reference  to Exhibit 4.1 of Form 8-K,
       dated April 25, 2002, File No. 000-20787).

4.37   Series 2002-3  Supplement to the Pooling and Servicing  Agreement,  dated
       May 16, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
       May 16, 2002, File No. 000-20787).

4.38   Series 2002-4  Supplement to the Pooling and Servicing  Agreement,  dated
       July 17,  2002  (incorporated  by  reference  to Exhibit 4.1 of Form 8-K,
       dated July 17, 2002, File No. 000-20787).


<PAGE>


4.39   Series 2002-5  Supplement to the Pooling and Servicing  Agreement,  dated
       July 17,  2002  (incorporated  by  reference  to Exhibit 4.1 of Form 8-K,
       dated July 17, 2002, File No. 000-20787).

4.40   Series 2002-6  Supplement to the Pooling and Servicing  Agreement,  dated
       August 15, 2002  (incorporated  by  reference to Exhibit 4.1 of Form 8-K,
       dated August 15, 2002, File No. 000-20787).

4.41   Series 2003-1  Supplement to the Pooling and Servicing  Agreement,  dated
       February 20, 2003  (incorporated by reference to Exhibit 4.1 of Form 8-K,
       dated February 20, 2003, File No. 000-20787).

4.42   Series 2003-2  Supplement to the Pooling and Servicing  Agreement,  dated
       April 2, 2003,  (incorporated  by  reference  to Exhibit 4.1 of Form 8-K,
       dated April 2, 2003, File No. 000-20787).

4.43   Series 2003-3  Supplement to the Pooling and Servicing  Agreement,  dated
       May 7, 2003, (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
       May 7, 2003, File No. 000-20787).

4.44   Series 2003-4  Supplement to the Pooling and Servicing  Agreement,  dated
       June 18,  2003,  (incorporated  by  reference to Exhibit 4.1 of Form 8-K,
       dated June 18, 2003, File No. 000-20787).

4.45   Series 2004-1  Supplement to the Pooling and Servicing  Agreement,  dated
       March 1, 2004,  (incorporated  by  reference  to Exhibit 4.1 of Form 8-K,
       dated March 1, 2004, File No. 000-20787).

10.1   Form of RFC II Purchase  Agreement  (incorporated by reference to Exhibit
       10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No.
       33-95784).

24.1*  Power of Attorney for American Express Centurion Bank.

24.2*  Power of Attorney for American Express Receivables  Financing Corporation
       II.

99.1*  Annual Servicing Statement Delivered to the Trustee.

99.2*  Annual Accountant's Report of Ernst & Young LLP.

99.3*  Annual Report Containing Aggregate Information for the Fiscal Year.

99.4.1*Certification  of  Traci  L.  Memmott  pursuant  to  Section  302  of the
       Sarbanes-Oxley Act of 2002.

99.4.2*Certification  of Leslie R.  Scharfstein  pursuant  to Section 302 of the
       Sarbanes-Oxley Act of 2002.