EXHIBIT 24.1


                         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 John Hobby,  Stephen P. Norman, Jay B. Stevelman 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  seal  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 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 30th day of March, 2001.

                                               AMERICAN EXPRESS CENTURION BANK

                                               By: /s/ Ash Gupta
                                                   ----------------------------
                                                   Ash Gupta
                                                   Chairman



ATTEST:

/s/ John Hobby
-------------------
John Hobby
Assistant Secretary


<PAGE>


/s/ Ash Gupta
----------------------
Ash Gupta
Director and Chairman


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


/s/ Maria J. Garciaz
----------------------
Maria J. Garciaz
Director


/s/ Peter A. Lefferts
----------------------
Peter A. Lefferts
Director


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


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


----------------------
Jay Stevelman
Director


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


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





<PAGE>



                                                                    EXHIBIT 24.2




               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  seal
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
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 30th day of March, 2001.

                                               AMERICAN EXPRESS RECEIVABLES
                                               FINANCING CORPORATION

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



ATTEST:

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



<PAGE>




/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)



/s/ Kim Rosenberg
-------------------------------------
Kim Rosenberg
Director



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


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