<PAGE>


                                                                    EXHIBIT 99.2


REPORT OF INDEPENDENT ACCOUNTANTS


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

American Express Centurion Bank
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  American  Express  Travel  Related  Services  Company,  Inc.'s
("TRS")  compliance  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 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,  as  supplemented  by the Series'  1994-3,  2001-1,
2002-1 and 2002-2 Supplements (together the "Agreement"),  among the Company, as
Servicer,   American  Express  Receivables  Financing  Corporation  ("RFC")  and
American Express Centurion Bank ("Centurion"),  as Transferors,  and The Bank of
New York ("BONY"), as Trustee on behalf of the  Certificateholders of the Trust,
insofar as they relate to  accounting  matters for the year ended  December  31,
2003. Management is responsible for TRS' compliance with those requirements. Our
responsibility  is to  express  an  opinion  on  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 TRS' 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 TRS' compliance with specified requirements.


<PAGE>



In our opinion, TRS complied, in all material respects,  with the aforementioned
requirements for the year ended December 31, 2003.

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

                                                           /s/ Ernst & Young LLP


March 15, 2004




<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS



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

American Express Centurion Bank
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. ("TRS"), a
wholly owned subsidiary of American Express Company ("American  Express"),  over
the functions  performed as Servicer of the American  Express  Master Trust (the
"Trust")  are  effective  as of  December  31,  2003,  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 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, as  supplemented by the Series' 1994-3,
2001-1, 2002-1 and 2002-2 Supplements (together the "Agreements"),  among TRS as
Servicer,   American  Express  Receivables  Financing  Corporation  ("RFC")  and
American Express Centurion Bank ("Centurion"),  as Transferors,  and The Bank of
New York, as Trustee on behalf of the  Certificateholders  of the Trust, and are
recorded properly to permit the preparation of the required  financial  reports.
This  assertion is included in the  accompanying  report of  management  titled,
"Report Of Management  On 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 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 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,  2003,  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 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, 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  reconcile  to the  computer
     reports which are the source of such amounts contained in the reports.


<PAGE>


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.

                                                           /s/ Ernst & Young LLP


March 15, 2004



<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 15, 2004


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 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,  as  supplemented  by Series'  1994-3,
2001-1, 2002-1 and 2002-2 Supplements  (together the "Agreement"),  among TRS as
Servicer,   American  Express  Receivables  Financing  Corporation  ("RFC")  and
American Express  Centurion Bank  ("Centurion") as Transferors,  and The Bank of
New York as Trustee on behalf of the  Certificateholders  of the Trust,  and are
recorded properly to permit the preparation of the required financial reports.

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, 2003, 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.


<PAGE>


           American Express Travel Related Services Company, Inc. by:




Date signed:  March 24, 2004                    /s/ Michael Bender
              ----------------                  -------------------------------
                                                Michael Bender
                                                Vice President -
                                                Global External Reporting



Date signed:  March 24, 2004                    /s/ Traci L. Memmott
              ----------------                  -------------------------------
                                                Traci L. Memmott
                                                Chief Financial Officer -
                                                American Express Centurion Bank



Date signed:  March 24, 2004                    /s/ Leslie R. Scharfstein
              ----------------                  -------------------------------
                                                Leslie R. Scharfstein
                                                President -
                                                American Express Receivables
                                                Financing Corporation