<PAGE>
                                  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, 1998

                                       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 Nos. 33-47812; 33-49106; 33-67502; 33-81634; 333-51045;
                            000-21424; 000-21424-01

                          American Express Master Trust
                            (Issuer of Certificates)

               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)                                           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) 640-5582

                         American Express Centurion Bank
                   Co-Originator of the Trust and a Transferor
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)
          Utah                                                  11-2869525
----------------------------                                    ----------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation)                                           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

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

Securities registered pursuant to Section 12(g) of the Act:
the 6.60%  Class A Accounts Receivable Trust Certificates, Series 1992-2, 
the 5.375% Class A Accounts Receivable Trust Certificates, Series 1993-1,
the 7.60%  Class A Accounts Receivable Trust Certificates, Series 1994-2, 
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 Class A Floating Rate Accounts Receivable Trust Certificates, Series 1996-2,
and the 5.90% Class A Accounts Receivable Trust Certificates, Series 1998-1

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 (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"), a Delaware corporation,  is a
wholly owned  subsidiary of American  Express Travel Related  Services  Company,
Inc.  ("TRS").  It was  incorporated  on July 30, 1991. Its principal  executive
offices are located at 200 Vesey  Street,  New York,  New York.  TRS is a wholly
owned  subsidiary  of American  Express  Company  ("American  Express").  It was
incorporated in the state of New York on May 3, 1982 and 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 as 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 ExpressR Card,  American ExpressR Gold Card and Platinum CardR 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.




                                       2

<PAGE>

     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  nine
Series of  Certificates,  of which  seven  are  outstanding.  The 7.15%  Class A
Accounts  Receivable  Trust  Certificates,  Series  1994-1, were  paid  in  full
September 15, 1998.

     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 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  1998 or,  as  applicable,  the  amount  of such  items as at
December 28, 1998. 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 Servicer under the Agreement.


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

     None.



                                     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 Certificates.

     (b) The Investor  Certificates,  representing  investor's  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.









                                       3

<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

     Year 2000

     The Year 2000 ("Y2K") issue is the result of computer  programs having been
written  using two digits  rather than four to define a year.  Any programs that
have  time-sensitive  software may  recognize a date using "00" as the year 1900
rather than 2000.  American Express has conducted a comprehensive  review of its
computer systems and business processes  (including systems and processes of RFC
and  Centurion)  to identify the major systems that could be affected by the Y2K
issue.  Steps are being  taken by  American  Express  to resolve  any  potential
problems  including  modifications to existing  software and the purchase of new
software.  These  measures are  scheduled to be completed and tested on a timely
basis.  American  Express' goals are to complete  testing of critical systems by
early 1999 and to continue compliance efforts, including but not limited to, the
testing of systems on an  integrated  basis and  independent  validation of such
testing,  through 1999.** The costs related to the Y2K issue, which are expensed
by American  Express as incurred  have not had, nor are they  expected to have a
material  impact on RFC's or  Centurion's  results of  operations  or  financial
condition.** For further  discussion of American  Express'  addresing of the Y2K
issue,  please see pages 22 and 23 of American  Express'  1998 Annual  Report to
Shareholders, which discussion is incorporated herein by reference.

     Various  statements in this Y2K discussion  marked with two asterisks (**),
are  forward-looking  statements  which are subject to risks and  uncertainties.
Important  factors  that could  cause  results to differ  materially  from these
forward-looking  statments  include,  among  other  things,  the ability of RFC,
Centurion  and American  Express to  successfully  identify  systems  containing
two-digit  codes,  the  nature  and amount of  programming  required  to fix the
affected  systems,  the costs of labor and consultants  related to such efforts,
the continued  availability of such resources,  and the ability of third parties
that interface with RFC, Centurion and American Express to successfully  address
their Y2K issues.

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.








                                       4

<PAGE>

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  January  22,  1999 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
         Name                         of Certificates        Percent of Class
         ----                         ---------------        ----------------
<S>                                <C>                       <C>
         Class A Accounts
         Receivable Trust
         Certificates,
         Series 1992-2:

         The Bank of New York         $  82,445,000             16.5%

         Bankers Trust Company        $  71,732,000             14.3%

         Chase Manhattan Bank         $ 129,251,000             25.9%

         Citibank, N.A.               $  27,390,000              5.5%

         Norwest Bank                 $  50,000,000             10.0%

         Northern Trust Company       $  26,741,000              5.3%



         Class A Accounts
         Receivable Trust
         Certificates,
         Series 1993-1:

         The Bank of New York         $  70,752,000              11.8%

         Bankers Trust Company        $  55,793,418               9.3%

         Boston Safe Deposit &        $  69,067,453              11.5%
          Trust Company

         Chase Manhattan Bank         $ 109,260,000              18.2%

         Citibank, N.A.               $  56,063,000               9.3%

         State Street Bank and Trust  $  75,365,000              12.6%
           Company







                                       5

<PAGE>

                                      Principal Amount
         Name                         of Certificates        Percent of Class
         ----                         ---------------        ----------------
         Class A Accounts
         Receivable Trust
         Certificates,
         Series 1994-2:

         The Bank of New York         $  35,085,000              11.7%

         Bankers Trust Company        $  60,540,000              20.2%

         Chase Manhattan Bank         $  30,965,000              10.3%

         Citibank, N.A.               $  29,000,000               9.7%

         First Union National Bank-   $  37,100,000              12.4%
           Philadelphia

         Northern Trust Company       $  16,590,000               5.5%

         State Street Bank and Trust  $  44,270,000              14.8%
           Company



         Class A Accounts
         Receivable Trust
         Certificates,
         Series 1994-3:

         The Bank of New York         $  36,709,000              12.2%

         Bankers Trust Company        $  25,468,000               8.5%

         Chase Manhattan Bank         $  47,836,000              15.9%

         Fifth Third Bank/State       $  31,675,000              10.6%
         Teachers Retirement of Ohio

         Investors Fiduciary Trust    $  23,000,000               7.7%
         Company 

         State Street Bank and Trust  $  20,700,000               6.9%
           Company



         Class A Floating
         Rate Accounts
         Receivable Trust
         Certificates,
         Series 1996-1:

         The Bank of New York          $104,026,000              10.9%

         Chase Manhattan Bank          $ 97,910,000              10.3%

         Citibank, N.A.                $249,000,000              26.2%

         State Street Bank and Trust   $219,000,000              23.1%
           Company

         Warburg Dillon Read LLC       $116,500,000              12.3%





                                       6


<PAGE>
                                       Principal Amount
         Name                          of Certificates       Percent of Class
         ----                          ---------------       ----------------
  
         Class A Floating
         Rate Accounts
         Receivable Trust
         Certificates,
         Series 1996-2:

         The Bank of New York           $  96,025,000            32.0%

         Bankers Trust Company          $  61,990,000            20.7%

         Citibank, N.A.                 $  88,905,000            29.6%


  
         Class A Accounts
         Receivable Trust
         Certificates,
         Series 1998-1

         The Bank of New York          $128,737,000              12.9% 

         Bankers Trust Company         $301,231,000              30.1%

         Chase Manhattan Bank          $144,036,000              14.4%

         State Street Bank and Trust   $ 90,573,000               9.1%
           Company
</TABLE>



         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.









                                       7


<PAGE>

                                     PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (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 for the monthly
         due periods and other items occurring since January 1, 1998:

         1.   Form 8-K, dated  February 17, 1998,  attaching  the  Monthly
              Servicer's  Certificate  for the due  period January 1, 1998
              through January 31, 1998.

         2.   Form 8-K,  dated  March  16,  1998,  attaching  the  Monthly
              Servicer's Certificate  for the due period  February 1, 1998
              through February 28, 1998.

         3.   Form 8-K, dated   April 15,  1998,   attaching  the  Monthly
              Servicer's Certificate  for the  due  period  March 1,  1998
              through March 31, 1998.

         4.   Form  8-K,  dated   May 15,  1998,  attaching   the  Monthly
              Servicer's Certificate  for  the  due  period  April 1, 1998
              through April 30, 1998.

         5.   Form 8-K,  dated May 27,  1998,  attaching  the  Amended and
              Restated Master Pooling and Servicing Agreement, dated as of
              May 1, 1998 and the Series  1998-1  Supplement,  dated as of
              May 27, 1998.

         6.   Form  8-K,  dated  June  15,  1998,  attaching  the  Monthly
              Servicer's  Certificate  for  the  due  period  May 1,  1998
              through May 27, 1998.

         7.   Form  8-K,  dated  July  15,  1998,  attaching  the  Monthly
              Servicer's  Certificate  for the  due  period  May 28,  1998
              through June 26, 1998.

         8.   Form 8-K,  dated  August 17,  1998,  attaching  the  Monthly
              Servicer's  Certificate  for the due  period  June 27,  1998
              through July 27, 1998.

         9.   Form 8-K,  dated  September 15, 1998,  attaching the Monthly
              Servicer's  Certificate  for the due  period  July 28,  1998
              through August 27, 1998.

        10.   Form 8-K,  dated  October 15,  1998,  attaching  the Monthly
              Servicer's Certificate  for the  due  period August 28, 1998
              through September 27, 1998.





                                       8


<PAGE>


         11.  Form 8-K/A,  dated  October 16, 1998,  attaching the Monthly
              Servicer's  Certificate  for the due period  August 28, 1998
              through September 27, 1998.

         12.  Form 8-K,  dated  November 16, 1998,  attaching  the Monthly
              Servicer's Certificate for the due period September 28, 1998
              through October 27, 1998.

         13.  Form 8-K,  dated  December 15, 1998,  attaching  the Monthly
              Servicer's  Certificate  for the due period October 28, 1998
              through November 27, 1998.

         14.  Form 8-K,  dated  January 15,  1999,  attaching  the Monthly
              Servicer's  Certificate for the due period November 28, 1998
              through December 28, 1998.

         15.  Form 8-K,  dated  February 12, 1999,  attaching  the Monthly
              Servicer's  Certificate for the due period December 29, 1998
              through January 27, 1999.

         16.  Form  8-K,  dated  March 15,  1999,  attaching  the  Monthly
              Servicer's  Certificate  for the due period January 29, 1999
              through February 26, 1999.

    (c)  Exhibits:

        4.1   Master Pooling and Servicing Agreement, dated as of June 30,
              1992,   among   American   Express   Receivables   Financing
              Corporation, as Transferor,  American Express Travel Related
              Services  Company,  Inc., as  Servicer, and  The Bank of New
              York, as  Trustee  (incorporated  by  reference to Exhibit 1
              of Form 8-K of the registrant dated August 3, 1992, File No.
              33-49106).

        4.2   Amendment No. 1 to Master  Pooling and Servicing  Agreement,
              dated  as of  September  8,  1993,  among  American  Express
              Receivables Financing Corporation,  as Transferor,  American
              Express Travel Related Services Company,  Inc., as Servicer,
              and  The  Bank  of New  York, as  Trustee  (incorporated  by
              reference to Exhibit 1.2 of Form 8-A of the registrant dated
              October 15, 1996, File No. 33-49106).

        4.3   Amendment No. 2 to Master  Pooling and Servicing  Agreement,
              dated  as  of  July  15,  1994,   among   American   Express
              Receivables Financing Corporation,  as Transferor,  American
              Express Travel Related Services  Company, Inc., as Servicer,
              and  The  Bank  of New  York, as  Trustee  (incorporated  by
              reference to Exhibit 2 of Form 8-K of the  registrant  dated
              July 15, 1994, File No. 33-49106).

        4.4   Amendment No. 3 to Master  Pooling and Servicing  Agreement,
              dated as of  September  12,  1994,  among  American  Express
              Receivables Financing Corporation,  as Transferor,  American
              Express Travel Related Services  Company, Inc., as Servicer,
              and  The  Bank  of New  York, as  Trustee  (incorporated  by
              reference to Exhibit 2 of Form 8-K of the  registrant  dated
              September 12, 1994, File No. 33-49106).

       4.5    Amendment No. 4 to Master  Pooling and Servicing  Agreement,
              dated  as  of  January  17,  1996,  among  American  Express
              Receivables Financing Corporation,  as Transferor,  American
              Express Travel Related Services Company,  Inc., as Servicer,
              and  The  Bank  of New  York, as  Trustee  (incorporated  by
              reference to Exhibit 2 of Form 8-K of the  registrant  dated
              January 17, 1996, File No. 33-49106).




                                       9


<PAGE>

       4.6    Amendment No. 5 to Master  Pooling and Servicing  Agreement,
              dated  as  of  March  27,  1997,   among  American   Express
              Receivables  Financing Corporation, as Transferor,  American
              Express Travel Related Services  Company, Inc., as Servicer,
              and  The  Bank  of New  York, as  Trustee  (incorporated  by
              reference  to  Exhibit  4.6 of Form  10-K of the  registrant
              dated  March  26,  1998,  File  Nos.   33-47812,   33-49106,
              33-67502 and 33-81634).

       4.7    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-K of  the  registrants  dated  May  27,  1998,  File  Nos.
              33-47812, 33-49106, 33-67502, 33-81634, 333-51045, 000-21424
              and 000-21424-01).

       4.8    Series  1992-2  Supplement,  dated as of   August 3,  1992,
              to Master Pooling and Servicing Agreement (incorporated  by
              reference to Exhibit 2 of  Form 8-K of the registrant dated
              August 3, 1992, File No. 33-47812).

       4.9    Series 1993-1  Supplement, dated as of September 1, 1993, to
              Master  Pooling and  Servicing  Agreement  (incorporated  by
              reference to Exhibit 2 of Form 8-K of the  registrant  dated
              September 22, 1993, File No. 33-47812).

       4.10   Series 1994-2 Supplement,  dated as of September 1, 1994, to
              Master  Pooling and  Servicing  Agreement  (incorporated  by
              reference to Exhibit 6 of Form 8-K of the  registrant  dated
              September 12, 1994, File No. 33-47812).

       4.11   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
              September 12, 1994, File No. 33-47812).

       4.12   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 September 18, 1996, File No. 33-47812).

       4.13   Series 1996-2 Supplement, dated as of September 18, 1996, to
              Master  Pooling and  Servicing  Agreement  (incorporated  by
              reference  to  Exhibit  20.2 of Form  8-K of the  registrant
              dated September 18, 1996, File No. 33-47812).
 
       4.14   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  registrants  dated  May 27,
              1998,  File  Nos. 33-47812,  33-49106,  33-67502,  33-81634,
              333-51045, 000-21424 and 000-21424-01).

       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


<PAGE>

       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 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 RFC.

       24.2   Power of Attorney for Centurion.

       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.

       99.4   Pages 22 through 23 of American Express Company's 1998 Annual 
              Report to Shareholders, discussing Year 2000.
































                                       11


<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
                                    American Express Master Trust 


                                    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.


Signature                           Title



       *
------------------------
Richard K. Goeltz                   Director



       *
------------------------
Vincent P. Lisanke                  Director



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



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


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



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



Dated:  March 29, 1999



                                       12


<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 
                                    American Express Master Trust



                                    By:  /s/ Rhonda Halpern
                                         --------------------------
                                         Rhonda Halpern
                                         Chief Financial Officer,
                                         Treasurer and
                                         Chief Compliance Officer


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


Signature                           Title

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

         *
------------------------
David E.Poulsen                     Director, President and Chief Executive
                                    Officer
         *  
------------------------
Gilbert E. Ahye                     Director

         *
------------------------
Maria J. Garciaz                    Director
      
         *
------------------------
Ash Gupta                           Director

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

         *
------------------------
Raymond Pettit                      Director

         *
------------------------
Rosalyn M. Watson                   Director

         *
------------------------
James F. Welch                      Director



*By:  /s/ Robert D. Kraus
      -----------------------
      Robert D. Kraus
      Attorney-in-Fact


Dated:  March 29, 1999
                                       13
<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).

      Description                                                         

4.1   Master  Pooling and Servicing  Agreement,  dated as of June 30, 1992,
      among  American   Express  Receivables   Financing   Corporation,  as
      Transferor,  American  Express Travel Related Services Company, Inc., 
      as Servicer, and The  Bank  of  New  York, as  Trustee  (incorporated 
      by reference to Exhibit 1 of Form 8-K of the registrant  dated August
      3, 1992, File No. 33-49106).

4.2   Amendment No. 1 to Master Pooling and Servicing  Agreement,  dated as
      of September 8, 1993,  among American Express  Receivables  Financing
      Corporation, as Transferor,  American Express Travel Related Services
      Company,  Inc., as  Servicer, and The  Bank of New  York, as  Trustee
      (incorporated  by  reference  to  Exhibit  1.2  of  Form  8-A  of the
      registrant dated October 15, 1996, File No. 33-49106).

4.3   Amendment No. 2 to Master Pooling and Servicing  Agreement,  dated as
      of July  15,  1994,  among  American  Express  Receivables  Financing
      Corporation, as Transferor,  American Express Travel Related Services
      Company,  Inc., as  Servicer, and The  Bank of New  York, as  Trustee
      (incorporated by reference to Exhibit 2 of Form 8-K of the registrant
      dated July 15, 1994, File No. 33-49106).

4.4   Amendment No. 3 to Master Pooling and Servicing  Agreement,  dated as
      of September 12, 1994, among American Express  Receivables  Financing
      Corporation, as Transferor,  American Express Travel Related Services
      Company,  Inc., as  Servicer,  and The  Bank of New  York, as Trustee
      (incorporated by reference to Exhibit 2 of Form 8-K of the registrant
      dated September 12, 1994, File No. 33-49106).

4.5   Amendment No. 4 to Master Pooling and Servicing  Agreement,  dated as
      of January 17, 1996,  among American  Express  Receivables  Financing
      Corporation, as Transferor,  American Express Travel Related Services
      Company,  Inc., as  Servicer,  and The  Bank of New  York, as Trustee
      (incorporated by reference to Exhibit 2 of Form 8-K of the registrant
      dated January 17, 1996, File No. 33-49106).

4.6   Amendment No. 5 to Master Pooling and Servicing  Agreement,  dated as
      of March 27,  1997,  among  American  Express  Receivables  Financing
      Corporation, as Transferor, American  Express Travel Related Services
      Company,  Inc., as  Servicer, and The  Bank of New  York, as  Trustee
      (incorporated  by  reference  to  Exhibit  4.6 of  Form  10-K  of the
      registrant dated  March  26,  1998,  File  Nos.  33-47812,  33-49106,
      33-67502 and 33-81634).

4.7   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-K  of  the  registrants  dated May  27,
      1998,  File  Nos. 33-47812,  33-49106, 33-67502, 33-81634, 333-51045,
      000-21424 and 000-21424-01).


<PAGE>

4.8   Series  1992-2  Supplement,  dated as of  August 3,  1992,  to Master
      Pooling and Servicing Agreement (incorporated by reference to Exhibit
      2 of Form  8-K of the  registrant  dated  August  3,  1992,  File No.
      33-47812).

4.9   Series  1993-1  Supplement,  dated as of September 1, 1993, to Master
      Pooling and Servicing Agreement (incorporated by reference to Exhibit
      2 of Form 8-K of the registrant  dated  September 22, 1993,  File No.
      33-47812).

4.10  Series  1994-2  Supplement,  dated as of September 1, 1994, to Master
      Pooling and Servicing Agreement (incorporated by reference to Exhibit
      6 of Form 8-K of the registrant  dated  September 12, 1994,  File No.
      33-47812).

4.11  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  September 12, 1994,  File No.
      33-47812).

4.12  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 September 18, 1996, File No.
      33-47812).

4.13  Series 1996-2  Supplement,  dated as of September 18, 1996, to Master
      Pooling and Servicing Agreement (incorporated by reference to Exhibit
      20.2 of Form 8-K of the registrant dated September 18, 1996, File No.
      33-47812).

4.14  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  registrants  dated   May  27,  1998,  File  Nos.  33-47812, 
      33-49106, 33-67502, 33-81634, 333-51045, 000-21424 and 000-21424-01).

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).


<PAGE>

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  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 RFC.

24.2* Power of Attorney for Centurion.

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.

99.4* Pages 22 through 23 of American Express Company's 1998 Annual Report to
      Shareholders, discussing Year 2000.