<PAGE>


                                                                    EXHIBIT 99.2


REPORT OF INDEPENDENT ACCOUNTANTS


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

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

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

         and

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


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

In connection  with our audit,  nothing came to our attention  that caused us to
believe that the Company failed to comply with the terms, covenants, provisions,
or  conditions  of  Articles  III and IV and  Section  8.08 of the  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, 1996-1, 1998-1 and 2001-1 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.  However, our audit is
not directed primarily toward obtaining knowledge of such  noncompliance.  Also,
it should be understood that we make no representations as to questions of legal
interpretation.


<PAGE>

This report is intended solely for the information and use of the Company,  RFC,
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, 2002


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS



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

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

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

         and

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

We have examined  management's  assertion  that American  Express Travel Related
Services Company,  Inc.  ("TRS"),  a wholly owned subsidiary of American Express
Company  ("American   Express"),   maintained   internal  control  policies  and
procedures  over the  functions  performed as Servicer of the  American  Express
Master Trust (the  "Trust")  that are  effective,  as of December  31, 2001,  in
providing  reasonable  assurance that Trust assets are safeguarded  against loss
from  unauthorized  use or  disposition  and that  transactions  are executed in
accordance with  management's  authorization  in conformity with the 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,  1996-1,  1998-1,  and 2001-1  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 Master  Trust  Internal  Control
Policies and Procedures  and Pooling and Servicing  Agreement  Compliance"  (the
"Report").

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


<PAGE>


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

In our opinion,  management's  assertion  that TRS maintained  internal  control
policies and  procedures  over the functions  performed as Servicer of the Trust
that are effective,  as of December 31, 2001, in providing  reasonable assurance
that  Trust  assets  are  safeguarded  against  loss  from  unauthorized  use or
disposition and that  transactions are executed in accordance with  management's
authorization in conformity with the Agreements between TRS as Servicer, 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 criteria specified in the Report.

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



/s/ Ernst & Young LLP

March 15, 2002

<PAGE>

              REPORT OF MANAGEMENT ON MASTER TRUST INTERNAL CONTROL
                POLICIES AND PROCEDURES AND POOLING AND SERVICING
                              AGREEMENT COMPLIANCE


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

American  Express Travel Related  Services  Company,  Inc.  ("TRS"),  which is a
wholly-owned   subsidiary  of  American  Express  Company,  is  responsible  for
establishing and maintaining effective control structure policies and procedures
over the functions  performed as Servicer of the American  Express  Master Trust
(the "Trust").  These policies and procedures are designed to provide reasonable
assurance  to TRS's  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,  1996-1,  1998-1
and  2001-1  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.

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

TRS has assessed its internal control policies and procedures over the functions
performed  as Servicer of the Trust in  relation to these  criteria.  Based upon
this  assessment,  TRS  maintained  that, as of December 31, 2001,  its internal
control policies and procedures over the functions  performed as Servicer of the
Trust are  effective in  providing  reasonable  assurance  that Trust assets are
safeguarded   against  loss  from   unauthorized  use  or  disposition  and  the
transactions  are executed in  accordance  with  management's  authorization  in
conformity  with the  Agreement  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.

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

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

March 15, 2002


<PAGE>


           American Express Travel Related Services Company, Inc. by:



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




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