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, 2001

                                       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. 033-47812-01

                          AMERICAN EXPRESS MASTER TRUST
                            (Issuer of Certificates)

                         AMERICAN EXPRESS CENTURION BANK
                   Co-Originator of the Trust and a Transferor
             (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.)

  6985 Union Park Center, Midvale, Utah                         84047
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code    (801) 565-5000

               AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
                   Co-Originator of the Trust and a Transferor
             (Exact name of registrant as specified in its charter)

                Delaware                                      13-3632012
     (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) 640-2000

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

                    Securities registered pursuant to Section
                               12(g) of the Act:
the 7.85% Class A Accounts Receivable Trust Certificates, Series 1994-3,
the Class A Floating Rate Accounts Receivable Trust Certificates, Series 1996-1,
the 5.90% Class A Accounts Receivable Trust Certificates, Series 1998-1,
the Class A Floating Rate Accounts Receivable Trust Certificates, Series 2001-1,
the Class A Floating Rate Accounts Receivable Trust Certificates, Series 2002-1.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND
(b) OF FORM 10-K AND HAS  THEREFORE  OMITTED  CERTAIN  ITEMS FROM THIS REPORT IN
ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT PERMITTED UNDER INSTRUCTION I.

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. Not applicable.

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant: Not applicable.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>


                                     PART I

Item 1.  Business

         The American  Express Master Trust (the "Trust") was formed pursuant to
a Master Pooling and Servicing  Agreement,  dated as of June 30, 1992, which was
amended by the Amended and  Restated  Master  Pooling and  Servicing  Agreement,
dated as of May 1, 1998,  as amended by the First  Amendment  to the Amended and
Restated  Master  Pooling and Servicing  Agreement,  dated as of October 1, 2001
(the "Agreement"),  among American Express Receivables Financing Corporation and
American Express  Centurion Bank, as transferors (the  "Transferors"),  American
Express Travel Related Services Company, Inc. as servicer (the "Servicer"),  and
The Bank of New York, as trustee (the  "Trustee").  American  Express  Centurion
Bank  was  added as a  transferor  in May  1998.  American  Express  Receivables
Financing  Corporation ("RFC") was incorporated in the state of Delaware on July
30, 1991 and is a wholly owned  subsidiary of American  Express  Travel  Related
Services Company,  Inc. ("TRS").  Its principal executive offices are located at
200 Vesey Street,  New York, New York. TRS was  incorporated in the state of New
York on May 3, 1982 and is a wholly owned subsidiary of American Express Company
("American  Express").  Its principal executive offices are located at 200 Vesey
Street,  New York, New York.  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 6985 Union Park  Center,  Midvale,
Utah.

         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 and private  placements  ("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.

         The property of the Trust (the "Trust Assets")  includes a portfolio of
receivables  (the  "Receivables")  generated from time to time in a portfolio of
American  Express(R)  Card,  American  Express(R) Gold Card and Platinum Card(R)
accounts  (collectively,  the "Accounts") owned by TRS or Centurion,  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. The Certificates do not represent  obligations of or interests
in RFC, Centurion or TRS.

         TRS and Centurion do not act as guarantors with respect to any payments
on the Certificates, and neither the Trustee nor the holders of the Certificates
will  have  general  recourse  against  any of TRS,  RFC or  Centurion  or their
respective  assets.  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 Agreement  governs the  allocation of collections in respect of the
Receivables.  Payments  received on the Trust's  Assets are allocated  among the
different   Series  (and  within  a  Series  among  the  different   classes  of
Certificates  within  a  Series)  and  the  interest  of RFC and  Centurion,  as
transferors, all as set forth in the Agreement and Supplements.

         The Trust does 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 issued eleven
Series  of  Certificates,  of which  five are  outstanding.  The  7.60%  Class A
Accounts  Receivable  Trust  Certificates,  Series  1994-2  were  paid  in  full
September  17,  2001.  The  Class A  Floating  Rate  Accounts  Receivable  Trust
Certificates, Series 1996-2 were paid in full September 17, 2001.

                                      - 1 -


<PAGE>


         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 monthly 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 2001 or, as  applicable,  the
amount of such  items as of  December  27,  2001.  This  annual  report is filed
herewith as Exhibit 99.3.



Item 2.  Properties

         See Exhibit 99.3



Item 3.  Legal Proceedings

         The  Registrant  knows of no material  pending legal  proceedings  with
respect to the Trust, involving the Trust, the Trust Assets, RFC, Centurion, the
Trustee or TRS,  exclusive  of ordinary  routine  litigation  incidental  to the
duties of TRS, RFC, Centurion or the Trustee under the Agreement.



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

         Not applicable.




                                     PART II

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

     (a) To the best knowledge  of  the  Registrant,   there  is  no established
         public trading  market for the Investor Certificates.

     (b) The Investor Certificates,  representing  investors' interests  in  the
         Trust,  are  represented  by  certificates  registered in  the  name of
         Cede & Co.,  the nominee of The  Depository  Trust Company ("DTC").

     (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.

                                      - 2 -


<PAGE>




Item 7a. Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.



Item 8.  Financial Statements and Supplementary Data

         See Exhibit 99.3



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

         None.




                                    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 sole  registered  holder of
         Investor  Certificates  is Cede & Co.,  the nominee of DTC. 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  Certificates  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 8, 2002, the
         following  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 the relevant
         class of each Series outstanding on that date:

<TABLE>

<CAPTION>

                                                       Principal
                                                         Amount         Percent
                             Name                   of Certificates     of Class
                             ----                   ---------------     --------
         <S>                 <C>                       <C>               <C>
         7.85% CLASS A
         ACCOUNTS
         RECEIVABLE TRUST
         CERTIFICATES,
         SERIES 1994-3:      JP Morgan Chase Bank      $60,610,000       20.2%
                             The Bank of New York      $56,100,000       18.7%
                             Bankers Trust Company     $40,583,000       13.5%
                             Fifth Third Bank/State
                               Teachers Retirement
                               of Ohio                 $31,675,000       10.6%
</TABLE>


                                      - 3 -


<PAGE>

<TABLE>

<CAPTION>

                                                      Principal
                                                        Amount          Percent
                             Name                   of Certificates     of Class
                             ----                   ----------------    --------
         <S>                 <C>                       <C>               <C>
         CLASS A FLOATING
         RATE ACCOUNTS
         RECEIVABLE TRUST
         CERTIFICATES,
         SERIES 1996-1:      The Bank of New York     $244,850,000       25.8%
                             Citibank, N.A.           $221,500,000       23.3%
                             State Street Bank and
                               Trust Company          $148,000,000       15.6%
                             JP Morgan Chase/
                               Greenwich Capital      $117,900,000       12.4%
                             Bankers Trust Company     $56,000,000        5.9%
                             Investors Bank and
                               Trust Institutional
                               Custody                 $50,000,000        5.3%


         5.90% CLASS A
         ACCOUNTS
         RECEIVABLE TRUST
         CERTIFICATES,
         SERIES 1998-1:      The Bank of New York     $219,964,000       21.9%
                             JP Morgan Chase Bank     $188,216,000       18.8%
                             Bankers Trust Company    $140,867,000       14.1%
                             Boston Safe Deposit
                               and Trust Company       $92,712,000        9.3%


         CLASS A FLOATING
         RATE ACCOUNTS
         RECEIVABLE TRUST
         CERTIFICATES,
         SERIES 2001-1:      Boston Safe Deposit
                               and Trust Company      $182,445,000       24.3%
                             JP Morgan Chase Bank     $162,275,000       21.6%
                             The Bank of New York     $129,420,000       17.3%
                             State Street Bank and
                               Trust Company           $97,860,000       13.0%
                             The Northern Trust
                               Company                 $83,105,000       11.1%


         CLASS A FLOATING
         RATE ACCOUNTS
         RECEIVABLE TRUST
         CERTIFICATES,
         SERIES 2002-1:      JP Morgan Chase Bank     $273,310,000       36.4%
                             Boston Safe Deposit
                               and Trust Company      $143,905,000       19.2%
                             State Street Bank and
                               Trust Company           $70,295,000        9.4%
                             The Bank of New York      $68,815,000        9.2%
                             The Northern Trust
                               Company                 $62,325,000        8.3%
                             Brown Brothers
                               Harriman & Co.          $45,000,000        6.0%

</TABLE>


                                      - 4 -


<PAGE>




         The address of each of the above participants is:

         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.



                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K since
         March 30, 2001:

     (a) Financial Statements:

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

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

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


     (b) Reports on Form 8-K:

         The Trust has filed the  following  reports on Form 8-K since March 30,
               2001:

         1.    Form 8-K, dated  April 16, 2001, attaching the Monthly Servicer's
               Certificate for the due period  February 27, 2001  through  March
               28, 2001.

         2.    Form 8-K, dated  May 15, 2001,  attaching  the Monthly Servicer's
               Certificate for the due  period March 29, 2001 through  April 27,
               2001.

         3.    Form 8-K, dated  June 15, 2001, attaching  the Monthly Servicer's
               Certificate for the  due period  April 28, 2001  through  May 27,
               2001.

         4.    Form 8-K, dated  July 16, 2001, attaching  the Monthly Servicer's
               Certificate for the  due  period  May 28, 2001  through  June 26,
               2001.

         5.    Form 8-K, dated August 15, 2001, attaching the Monthly Servicer's
               Certificate for the due  period  June 27, 2001  through  July 27,
               2001.

         6.    Form 8-K,  dated   September  17,  2001,  attaching  the  Monthly
               Servicer's   Certificate   for   the   due  period July  28, 2001
               through  August 26, 2001.

         7.    Form 8-K,  dated  October  15,  2001,   attaching   the   Monthly
               Servicer's Certificate for the due period August 27, 2001 through
               September 26,2001.


                                      - 5 -


<PAGE>


         8.    Form 8-K, dated November 6, 2001, attaching the Assignment  No. 4
               of  Receivables  in  Additional Accounts, dated as of November 6,
               2001, among  American  Express  Centurion  Bank, American Express
               Receivables Financing Corporation and The Bank of New York.

         9.    Form 8-K,  dated  November 7, 2001,  attaching  the Series 2001-1
               Supplement,  dated as of  November  7,  2001,  supplementing  the
               Amended and Restated Pooling and Servicing Agreement, dated as of
               May 1,  1998,  as  amended  by the First  Amendment,  dated as of
               October 1, 2001.

         10.   Form  8-K,  dated   November  15,  2001,  attaching  the  Monthly
               Servicer's Certificate  for  the  due  period  September 27, 2001
               through October 27, 2001.

         11.   Form  8-K,  dated  December  17,  2001,  attaching   the  Monthly
               Servicer's  Certificate  for  the  due  period  October  28, 2001
               through  November 27, 2001.

         12.   Form  8-K,  dated  January  15,  2002,  attaching   the   Monthly
               Servicer's  Certificate  for  the  due  period  November 28, 2001
               through  December 27, 2001.

         13.   Form 8-K,  dated  January 18, 2002,  attaching  the Series 2002-1
               Supplement,  dated as of  January  18,  2002,  supplementing  the
               Amended and Restated Pooling and Servicing Agreement, dated as of
               May 1,  1998,  as  amended  by the First  Amendment,  dated as of
               October 1, 2001.

         14.   Form  8-K,  dated  February  15,  2002,  attaching   the  Monthly
               Servicer's  Certificate  for  the  due  period  December 28, 2001
               through January 27, 2002.

         15.   Form 8-K, dated March 15, 2002, attaching the Monthly  Servicer's
               Certificate  for the due period January 28, 2002 through February
               26, 2002.



     (c) Exhibits:

         4.1   Amended and Restated  Master  Pooling  and  Servicing  Agreement,
               dated  as  of  May 1, 1998, among  American  Express  Receivables
               Financing Corporation  and  American  Express Centurion Bank,  as
               Transferors,  American  Express  Travel Related Services Company,
               Inc.,  as  Servicer,  and  The  Bank  of  New  York,  as  Trustee
               (incorporated  by reference to Exhibit 4.1 of Form 8-A12G of  the
               registrants,  dated as  of  May  27, 1998, File Nos. 000-21424-00
               and 000-21424-01).

         4.2   First  Amendment  to Amended  and  Restated  Master  Pooling  and
               Servicing Agreement, dated as of October 1, 2001 (incorporated by
               reference to Exhibit 4.2 of Form 8-A12G of the registrants, dated
               as of January 18, 2002, File No. 000-33337).

         4.3   Series 1994-3  Supplement,  dated  as  of  September 1, 1994,  to
               Master   Pooling   and   Servicing   Agreement (incorporated   by
               reference  to  Exhibit 7 of Form 8-K of the registrant, dated  as
               of  September 12, 1994, File No. 33-47812).

         4.4   Series 1996-1  Supplement,  dated  as  of  September 18, 1996, to
               Master   Pooling   and  Servicing   Agreement  (incorporated   by
               reference to  Exhibit 20.1 of Form 8-K of the  registrant,  dated
               as of September 18, 1996, File No. 33-47812).

         4.5   Series 1998-1 Supplement,  dated  as  of  May  27,  1998, to  the
               Amended  and  Restated  Master  Pooling  and Servicing Agreement,
               dated  as  of May 1, 1998 (incorporated  by  reference to Exhibit
               4.2 of Form 8-K  of  the  registrant,  dated as of  May 27, 1998,
               File  No.  33-47812).

                                      - 6 -
<PAGE>
         4.6   Series   2001-1   Supplement,   dated   as  of November 7,  2001,
               supplementing  the  Amended  and  Restated  Pooling and Servicing
               Agreement, dated  as  of  May 1, 1998,  as  amended  by the First
               Amendment, dated as of October 1, 2001 (incorporated by reference
               to Exhibit 5.1 of  Form  8-K  of  the  registrant,  dated  as  of
               November 7, 2001, File No. 33-47812).

         4.7   Series  2002-1  Supplement,  dated   as   of  January  18,  2002,
               supplementing the Amended  and  Restated  Pooling  and  Servicing
               Agreement, dated as  of May 1,  1998,  as  amended  by  the First
               Amendment, dated as of October 1, 2001 (incorporated by reference
               to Exhibit 5.1 of Form 8-K of the registrant, dated as of January
               18, 2002, File No. 33-47812).

         10.1  Receivable Purchase Agreement, dated as of June 30, 1992, between
               American Express Receivables Financing Corporation, as purchaser,
               and American  Express  Travel  Related  Services  Company,  Inc.,
               as seller (incorporated   by  reference to  Exhibit 4(b)  to  the
               Registration Statement filed on behalf of American Express Master
               Trust,  Series  1992-1, File No. 33-47812).

         10.2  Amendment No. 1 to  Receivable  Purchase  Agreement,  dated as of
               September  12,  1994,  between   American   Express   Receivables
               Financing Corporation, as  purchaser, and American Express Travel
               Related  Services  Company,  Inc.,  as  seller  (incorporated  by
               reference to Exhibit 4 of Form 8-K of the  registrant,  dated  as
               of September 12, 1994,  File No. 33-47812).

         10.3  Amendment No. 2 to  Receivable  Purchase  Agreement,  dated as of
               August 7, 1997, between  American  Express  Receivables Financing
               Corporation,  as  purchaser,  and American Express Travel Related
               Services  Company,  Inc., as seller (incorporated by reference to
               Exhibit 20.3 of Form 8-K of the registrant dated August 14, 1997,
               File No. 33-47812).

         24.1  Power of Attorney for Centurion.

         24.2  Power of Attorney for RFC.

         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.











                                      - 7 -


<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 MASTER TRUST

                                     AMERICAN EXPRESS CENTURION BANK,
                                     Co-Originator of the Trust and Registrant

                                     By: /s/ Daniel L. Follett
                                         -------------------------------------
                                         Daniel L. Follett
                                         Chief Financial Officer
                                         (Principal Accounting Officer)


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


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

                 *
------------------------------------
David E. Poulsen                            Director, President and
                                            Chief Executive Officer
                 *
------------------------------------
Maria J. Garciaz                            Director

                 *
------------------------------------
Bill Isaac                                  Director

                 *
------------------------------------
Peter A. Lefferts                           Director

                 *
------------------------------------
Raymond F. Pettit                           Director

                 *
------------------------------------
Frank L. Skillern                           Director

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

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


* By:  /s/ John Hobby
       -----------------------------
       John Hobby
       Attorney-in-Fact

Dated:  March 28, 2002


<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 MASTER TRUST

                           AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION,
                           Co-Originator of the Trust and Registrant


                           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  in  the  capacities
indicated.

            *
----------------------------
Leslie R. Scharfstein
                                 President
                                 (Principal Executive Officer)

            *
----------------------------
John D. Koslow                   Vice President and Treasurer
                                 (Principal Finance Officer and
                                 Principal Accounting Officer)

            *
----------------------------
Stephen P. Norman                Director


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


            *
----------------------------
Walker C. Tompkins, Jr.          Director






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



Dated:  March 28, 2002


<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      Amended  and  Restated  Master  Pooling and Servicing Agreement,  dated
         as of  May  1,  1998,  among  American  Express  Receivables  Financing
         Corporation  and  American  Express  Centurion  Bank,  as  Transferors,
         American  Express Travel Related Services  Company,  Inc., as Servicer,
         and The Bank of New York,  as Trustee  (incorporated  by  reference  to
         Exhibit 4.1 of Form 8-A12G of the registrants, dated as of May 27,
         1998, File  Nos. 000-21424-00 and 000-21424-01).

4.2      First  Amendment to Amended and Restated  Master  Pooling and Servicing
         Agreement,  dated as of October 1, 2001  (incorporated  by reference to
         Exhibit 4.2 of Form 8-A12G of the registrants,  dated as of January 18,
         2002, File No. 000-33337).

4.3      Series 1994-3  Supplement,  dated  as  of  September 1, 1994, to Master
         Pooling and Servicing Agreement (incorporated by reference to Exhibit 7
         of Form 8-K of the registrant, dated as of September 12, 1994, File No.
         33-47812).

4.4      Series 1996-1 Supplement,  dated  as  of  September 18, 1996, to Master
         Pooling and Servicing  Agreement  (incorporated by reference to Exhibit
         20.1 of Form 8-K of the  registrant,  dated as of  September  18, 1996,
         File No. 33-47812).

4.5      Series 1998-1  Supplement,  dated  as  of  May 27, 1998, to the Amended
         and Restated Master Pooling and Servicing Agreement, dated as of May 1,
         1998  (incorporated  by  reference  to  Exhibit  4.2 of Form 8-K of the
         registrant,  dated as of May 27, 1998,  File No.  33-47812).

4.6      Series   2001-1  Supplement,  dated   as  of  November 7, 2001, supple-
         menting the Amended and Restated Pooling and Servicing Agreement, dated
         as  of  May 1, 1998,  as  amended  by  the First Amendment, dated as of
         October 1, 2001  (incorporated  by reference to Exhibit 5.1 of Form 8-K
         of the registrant, dated as of November 7, 2001, File No. 33-47812).

4.7      Series 2002-1 Supplement, dated  as  of January 18, 2002, supplementing
         the  Amended  and Restated Pooling and Servicing Agreement, dated as of
         May 1, 1998,  as amended by the First Amendment, dated as of October 1,
         2001 (incorporated by reference  to  Exhibit 5.1  of  Form 8-K  of  the
         registrant, dated as of January 18, 2002, File No. 33-47812).

10.1     Receivable  Purchase  Agreement,  dated  as  of  June 30, 1992, between
         American Express Receivables Financing Corporation,  as purchaser,  and
         American  Express  Travel  Related  Services  Company,  Inc., as seller
         (incorporated   by  reference  to  Exhibit  4(b)  to  the  Registration
         Statement  filed on behalf of American  Express  Master  Trust,  Series
         1992-1, File No. 33-47812).

10.2     Amendment   No.  1  to  Receivable  Purchase  Agreement,  dated  as  of
         September 12, 1994,  between  American  Express  Receivables  Financing
         Corporation, as purchaser, and American Express Travel Related Services
         Company,  Inc.,  as seller  (incorporated  by reference to Exhibit 4 of
         Form 8-K of the  registrant,  dated as of September 12, 1994,  File No.
         33-47812).

10.3     Amendment  No. 2   to  Receivable  Purchase   Agreement,  dated  as  of
         August  7,  1997,  between  American  Express   Receivables   Financing
         Corporation, as purchaser, and American Express Travel Related Services
         Company,  Inc., as seller (incorporated by reference to Exhibit 20.3 of
         Form 8-K of the registrant dated August 14, 1997, File No. 33-47812).

24.1*    Power of Attorney for Centurion.

24.2*    Power of Attorney for RFC.

99.1*    Annual Servicing Statement Delivered to the Trustee.

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

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