EXHIBIT 24.1



             AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION

                             POWER OF ATTORNEY




     American Express Receivables Financing Corporation,  a Delaware corporation
(the  "Company"),  and each of the  undersigned  officers  and  directors of the
Company, hereby constitute and appoint Jay B. Stevelman,  John D. Koslow, Leslie
R. Scharfstein and Stephen P. Norman, jointly and severally,  with full power of
substitution and revocation, their true and lawful attorneys-in-fact and agents,
for them and on their behalf and in their respective  names,  places and steads,
in any and all capacities,  to sign,  execute and affix their  respective  seals
thereto and file any of the documents referred to below relating to the American
Express  Master Trust;  all filings and reports  required  under the  Securities
Exchange Act of 1934,  including  Current Reports on Form 8-K and Annual Reports
on Form 10-K,  including any amendments thereto, on behalf of the Company,  with
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority,  granting unto said attorneys,  and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate  the same as fully to all intents and purposes as they might or could
do if  personally  present,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

     This Power of Attorney may be executed in counterparts.

     IN WITNESS WHEREOF,  American Express Receivables Financing Corporation has
caused this Power of Attorney  to be executed in its name by its  President  and
attested by its  Secretary,  and the  undersigned  officers and  directors  have
hereunto set their hand as of the 29th day of March 2000.


                                       AMERICAN EXPRESS RECEIVABLES
                                       FINANCING CORPORATION



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




ATTEST:

/s/ Michael Kuchs
---------------------
Michael Kuchs
Secretary

<PAGE>




/s/ Richard K. Goeltz
-----------------------------
Richard K. Goeltz
Director


/s/ Jay B. Stevelman
-----------------------------
Jay B. Stevelman
Director


/s/ Walker C. Tompkins, Jr.
-----------------------------
Walker C. Tompkins, Jr.
Director


/s/ Leslie R. Scharfstein
-----------------------------
Leslie R. Scharfstein
President
(Principal Executive Officer)


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

<PAGE>

                                                                  EXHIBIT 24.2


                           AMERICAN EXPRESS CENTURION BANK

                                  POWER OF ATTORNEY




     American  Express  Centurion Bank, a  Utah corporation (the "Company"), and
each of the undersigned officers and directors of the Company, hereby constitute
and  appoint  Robert D.  Kraus,  Stephen P.  Norman,  Gilbert E. Ahye and Rhonda
Halpern, jointly and severally,  with full power of substitution and revocation,
their true and lawful attorneys-in-fact and agents, for them and on their behalf
and in their respective names, places and steads, in any and all capacities,  to
sign,  execute  and affix  their  respective  seals  thereto and file any of the
documents  referred to below relating to the American  Express Master Trust; all
filings  and  reports  required  under  the  Securities  Exchange  Act of  1934,
including Current Reports on Form 8-K and Annual Reports on Form 10-K, including
any amendments thereto, on behalf of the Company,  with all exhibits and any and
all  documents  required to be filed with respect  thereto  with any  regulatory
authority,  granting  unto  said  attorneys,  and each of them,  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as they might or could do if personally present, hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

         This Power of Attorney may be executed in counterparts.

     IN WITNESS WHEREOF,  American Express  Centurion Bank has caused this Power
of  Attorney  to be executed  in its name by its  Chairman  and  attested by its
Assistant  Secretary,  and the undersigned  officers and directors have hereunto
set their hand as of the 29th day of March 2000.



                                         AMERICAN EXPRESS CENTURION BANK



                                         By: /s/ Frank L. Skillern
                                             ----------------------------
                                             Frank L. Skillern
                                             Chairman



ATTEST:

/s/ Robert D. Kraus
------------------------
Robert D. Kraus
Assistant Secretary

<PAGE>


/s/ Frank L. Skillern
-------------------------
Frank L. Skillern
Director and Chairman


/s/ David E. Poulsen
--------------------------
David E. Poulsen
Director, President and Chief Executive Officer


/s/ Gilbert E. Ahye
--------------------------
Gilbert E. Ahye
Director



--------------------------
Maria J. Garciaz
Director


/s/ Ash Gupta
--------------------------
Ash Gupta
Director



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


/s/ Raymond F. Pettit
--------------------------
Raymond F. Pettit
Director


/s/ Roslyn M. Watson
--------------------------
Roslyn M. Watson
Director


/s/ James F. Welch
--------------------------
James F. Welch
Director