Exhibit 99.2


                       REPORT OF INDEPENDENT ACCOUNTANTS


We have examined management's assertion,  included in the accompanying report of
management  entitled  "Report of  Management  on  Compliance  with the  American
Express  Master Trust Pooling and  Servicing  Agreement"  that American  Express
Travel Related Services Company, Inc. (the "Company" or "TRS") complied with the
terms, covenants,  provisions,  or conditions of Articles III and IV and Section
8.08 of the Amended and Restated Master Pooling and Servicing  Agreement,  dated
as of April 16, 2004, as supplemented by the Series 2002-2 Supplement  (together
the  "Agreement")  for  the  period  ended  December  31,  2004.  Management  is
responsible for TRS' compliance with those  requirements.  Our responsibility is
to express an opinion on management's  assertion about TRS' compliance  based on
our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with those  requirements  and performing such other  procedures as we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal determination on the Company's compliance with specified requirements.

In our opinion, management's assertion that TRS complied with the aforementioned
requirements  for the period ended  December 31, 2004 is fairly  stated,  in all
material  respects,  except as otherwise  noted in the Report of  Management  on
Compliance  with  the  American  Express  Master  Trust  Pooling  and  Servicing
Agreement.


                                          /s/ Ernst & Young LLP

March 31, 2005

<PAGE>

          REPORT OF MANAGEMENT ON COMPLIANCE WITH THE AMERICAN EXPRESS
                  MASTER TRUST POOLING AND SERVICING AGREEMENT


March 31, 2005


We, as members  of  management  of  American  Express  Travel  Related  Services
Company,  Inc., (the  "Company"),  are responsible for complying with the terms,
covenants,  provisions, or conditions of Articles III and IV and Section 8.08 of
the Amended and Restated  Master  Pooling and Servicing  Agreement,  dated as of
April 16, 2004 (included as an exhibit to this filing),  as  supplemented by the
Series 2002-2  Supplement  (together  the  "Agreement"),  among the Company,  as
Servicer,  American Express Receivables Financing Corporation ("RFC"),  American
Express Centurion Bank ("Centurion"), and American Express Bank, FSB ("FSB"), as
Transferors,  and The Bank of New York  ("BONY"),  as  Trustee  on behalf of the
Certificateholders  of the Trust,  insofar as they relate to accounting  matters
for the year ended December 31, 2004. We also are responsible  for  establishing
and  maintaining  effective  internal  control over  compliance  with the terms,
covenants,  provisions, or conditions of Articles III and IV and Section 8.08 of
the Agreement.  We have performed an evaluation of the Company's compliance with
the requirements of the terms, covenants,  provisions, or conditions of Articles
III and IV and Section 8.08 of the Agreements,  including those described below,
as of December 31, 2004 and for the period then ended. Based on this evaluation,
we assert that for the period  ended  December 31,  2004,  the Company  complied
except  as  otherwise  noted  with  the  following  requirements  of the  terms,
covenants,  provisions, or conditions of Articles III and IV and Section 8.08 of
the Agreement:

o        Section 3.01: Acceptance of Appointment and Other Matters  Relating  to
         the Servicer

o        Section 3.03: Representations, Warranties and Covenants of the Servicer

o        Section 3.04: Reports and Records for the Trustee

o        Section 3.05: Annual Servicer's Certificate

o        Section 3.06: Annual Independent Public Accountants' Servicing Report

o        Section 3.08: Adjustments

o        Section 3.09: Remittance Processing Procedures

         Under the  Agreement,  TRS is  required  to enter into Lock Box Letters
         with the  banks  holding  accounts  into  which TRS  deposits  payments
         received from  Obligors in respect of the  Accounts.  There are several
         banks,  and from  time to time one or more of them  are  replaced  with
         other banks.  TRS added an additional bank in 2004 and has signed a Lox
         Box Letter  with that bank.  This  letter  required  several  rounds of
         negotiations  and was accordingly  entered into after the date required
         by the Agreement. Although this was not a Servicer Default or a Pay Out
         Event, it was a technical  breach of the Agreement which has been fully
         cured.  At no time  during  the  period in which the  letter  was being
         negotiated did any circumstances exist that could have triggered any of
         the  provisions of the Lock Box Letter,  nor do any such  circumstances
         currently exist.


o        Section 4.01: Establishment of Collection Account and  Special  Funding
         Account and Allocations with Respect to the  Exchangeable  Transferor's
         Certificates

<PAGE>

o        Section 8.08: Examination of Records



                      Very truly yours,



                      /s/ American Express Travel Related Services Company, Inc.
                      ---------------------------------------------------------
                          American Express Travel Related Services Company, Inc.
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS



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

American Express Centurion Bank
American Express Bank, FSB
4315 South 2700 West
Salt Lake City, Utah 84184

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

         and

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

We have examined management's assertion that the control policies and procedures
maintained  by American  Express  Travel  Related  Services  Company,  Inc. (the
"Company" or "TRS"),  over the  functions  performed as Servicer of the American
Express  Master Trust (the  "Trust") are  effective as of December 31, 2004,  in
providing  reasonable  assurance that Trust assets are safeguarded  against loss
from  unauthorized  use or  disposition  and that  transactions  are executed in
accordance with  management's  authorization  in conformity with the Amended and
Restated Master Pooling and Servicing Agreement,  dated as of April 16, 2004, as
supplemented by the Series 2002-2 Supplement (together the "Agreements"),  among
TRS as Servicer,  American Express Receivables  Financing  Corporation  ("RFC"),
American Express  Centurion Bank  ("Centurion"),  and American Express Bank, FSB
("FSB"),  as Transferors,  and The Bank of New York, as Trustee on behalf of the
Certificateholders  of the  Trust,  and are  recorded  properly  to  permit  the
preparation of the required financial reports. This assertion is included in the
accompanying  report of  management  titled,  "Report Of  Management On American
Express  Travel  Related  Services'  Control  Policies and  Procedures  over the
Functions  Performed  as Servicer of the  American  Express  Master  Trust" (the
"Report").  Management is  responsible  for the control  policies and procedures
over its functions  performed as Servicer of the Trust. Our responsibility is to
express  an  opinion on the  effectiveness  of  internal  control  policies  and
procedures based on our examination.

<PAGE>

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

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

In our opinion,  management's assertion that TRS control policies and procedures
over the  functions  performed  as  Servicer of the Trust are  effective,  as of
December  31,  2004,  in providing  reasonable  assurance  that Trust assets are
safeguarded  against  loss  from  unauthorized  use  or  disposition,  and  that
transactions  are executed in  accordance  with  management's  authorization  in
conformity with the Agreements between TRS as Servicer, RFC, Centurion,  and FSB
as  Transferors,  and  The  Bank  of New  York,  as  Trustee  on  behalf  of the
Certificateholders  of the  Trust,  and are  recorded  properly  to  permit  the
preparation of the required financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in management's report:

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

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

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

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

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

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

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

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

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


March 31, 2005

<PAGE>

    Report Of Management On American Express Travel Related Services' Control
    Policies and Procedures over the Functions Performed as Servicer of the
                          American Express Master Trust


March 31, 2005


American  Express Travel Related  Services  Company,  Inc.  ("TRS"),  which is a
wholly-owned   subsidiary  of  American  Express  Company,  is  responsible  for
establishing and maintaining  effective control policies and procedures over the
functions  performed  as  Servicer of the  American  Express  Master  Trust (the
"Trust").  These  control  policies  and  procedures  are  designed  to  provide
reasonable assurance to TRS' management and board of directors that Trust assets
are  safeguarded  against loss from  unauthorized  use or  disposition  and that
transactions  are executed in  conformity  with the Amended and Restated  Master
Pooling and Servicing Agreement,  dated as of April 16, 2004, as supplemented by
the Series 2002-2 Supplement (together the "Agreements"), among TRS as Servicer,
American Express Receivables  Financing  Corporation  ("RFC"),  American Express
Centurion  Bank  ("Centurion"),  and American  Express  Bank,  FSB  ("FSB"),  as
Transferors,   and  The  Bank  of  New  York,   as  Trustee  on  behalf  of  the
Certificateholders  of the  Trust,  and are  recorded  properly  to  permit  the
preparation of the required financial reports.

Because of inherent  limitations  in any control,  no matter how well  designed,
misstatements due to error or fraud may occur and not be detected, including the
possibility of the  circumvention or overriding of controls.  Accordingly,  even
effective  controls can provide only  reasonable  assurance  with respect to the
achievement  of any  objectives  of  controls.  Further,  because  of changes in
conditions, the effectiveness of controls may vary over time.

TRS has identified the following criteria for effective controls:

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

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


<PAGE>


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

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

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

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

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

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

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

TRS assessed its control policies and procedures over the functions performed as
Servicer of the Trust in relation to these criteria. Based upon this assessment,
TRS believes that, as of December 31, 2004, its control  policies and procedures
over the functions performed as Servicer of the Trust are effective in providing
reasonable  assurance  that  Trust  assets  are  safeguarded  against  loss from
unauthorized  use or disposition and the transactions are executed in accordance
with  management's  authorization  in conformity with the Agreement among TRS as
Servicer, RFC and Centurion as Transferors,  and The Bank of New York as Trustee
on behalf of the  Certificateholders  of the Trust, and are recorded properly to
permit the preparation of the required financial reports.


           American Express Travel Related Services Company, Inc. by:


Date signed:  March 31, 2005         /s/ Susanne Miller
                                     --------------------------
                                     Susanne Miller
                                     Vice President -
                                     Treasury Controller