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, 2004

                                       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 No. 033-47812-01

                         AMERICAN EXPRESS CENTURION BANK
                           As a depositor on behalf of
                          AMERICAN EXPRESS MASTER TRUST
                            (Issuer of Certificates)
             (Exact name of registrant as specified in its charter)

             Utah                                             11-2869526
   (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

 4315 South 2700 West, Salt Lake City                           84184
 (Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code (801) 945-5000


                           AMERICAN EXPRESS BANK, FSB
                           As a depositor on behalf of
                          AMERICAN EXPRESS MASTER TRUST
                            (Issuer of Certificates)
             (Exact name of registrant as specified in its charter)

             Utah                                             41-1982361
   (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

 4315 South 2700 West, Salt Lake City                          84184
 (Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code (801) 945-5000


               AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
                           As a depositor on behalf of
                          AMERICAN EXPRESS MASTER TRUST
                            (Issuer of Certificates)
             (Exact name of registrant as specified in its charter)

           Delaware                                           13-3632012
  (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                        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) 640-2354

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

           Securities registered pursuant to Section 12(g) of the Act:
   Class A Floating Rate Accounts Receivable Trust Certificates, Series 2002-2


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. [X]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).     YES            NO  X
                                           ---           ---

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter:    None.


                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                INTRODUCTORY NOTE

American  Express  Centurion  Bank,  American  Express  Bank,  FSB, and American
Express  Receivables  Financing  Corporation  are  depositors  of the issuer and
registrant,  the American Express Master Trust.  Pursuant to a no-action request
to the Securities and Exchange Commission (no-action request of American Express
Credit Account Master Trust publicly available December 6, 1996), the registrant
is not  required  to  respond  to  various  items of Form  10-K.  Such items are
designated herein as "Not Applicable".


                                     PART I

Item 1. Business

        Not Applicable.


Item 2. Properties

        The  American  Express  Master  Trust was  formed  pursuant  to a master
pooling and servicing  agreement,  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.  American Express Centurion Bank  ("Centurion") was added as a
transferor in May 1998. As of the close of business on April 16, 2004, Centurion
sold a portion  of its credit and charge  account  portfolio  to its  affiliate,
American  Express  Bank,  FSB  ("FSB").  In  connection  with  this  sale and as
permitted  by the pooling and  servicing  agreement,  the pooling and  servicing
agreement  was amended and restated as of April 16, 2004 to designate  FSB as an
account owner and transferor with respect to the trust.

        American  Express   Receivables   Financing   Corporation   ("RFC")  was
incorporated  in the state of Delaware  on July 30,  1991 and is a wholly  owned
subsidiary of American Express Travel Related Services  Company,  Inc.  ("TRS").
Its principal  executive offices are located at 200 Vesey Street,  New York, New
York, 10285.

        TRS was  incorporated  in the  state of New York on May 3, 1982 and is a
wholly owned subsidiary of American Express Company  ("American  Express").  Its
principal executive offices are located at 200 Vesey Street, New York, New York,
10285.

        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
American Express Centurion Bank  ("Centurion").  Its principal executive offices
are located at 4315 South 2700 West, Salt Lake City, Utah, 84184.

        American  Express  Bank,  FSB was  chartered  by the  Office  of  Thrift
Supervision  under the laws of the United States of America as a federal savings
bank in 2000 and is FDIC-insured. Its principal executive offices are located at
4315 South 2700 West, Salt Lake City, Utah, 84184.


                                     - 1 -
<PAGE>


        The trust was formed for the purpose of acquiring  and holding the trust
assets and from time to time issuing asset-backed certificates under the pooling
and servicing agreement and one or more supplements  thereto,  including issuing
and selling  certificates  to investors in  underwritten  public  offerings  and
private placements. Each certificate issued by the trust 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  has its own  supplement  to the
pooling and servicing  agreement to govern the individual  terms and allocations
applicable to such series.

        The property of the trust includes a portfolio of receivables  generated
from  time  to  time  in a  portfolio  of  American  Express(R)  Card,  American
Express(R) Gold Card and Platinum  Card(R)  accounts owned by TRS,  Centurion or
FSB, 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, FSB or TRS.

        TRS,  Centurion  and FSB 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,  Centurion or
FSB   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  pooling  and  servicing   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,
Centurion and FSB, as the holders of the transferor  interest,  all as set forth
in the pooling and servicing agreement and supplements thereto.

        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 pooling and servicing 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,  will be responsible  for the
administration  and  servicing of the  receivables.  The trust has issued eleven
series of certificates, of which one series is currently outstanding:

        .       Class A Floating Rate Accounts  Receivable  Trust  Certificates,
                Series 2002-2

        The 7.85% Class A Accounts Receivable Trust Certificates,  Series 1994-3
were paid in full on September 15, 2004.


                                     - 2 -


<PAGE>


        The Class A Floating Rate Accounts Receivable Trust Certificates, Series
2001-1 were paid in full on October 15, 2004.

        The Class A Floating Rate Accounts Receivable Trust Certificates, Series
2002-1 were paid in full on January 15, 2005.

        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 monthly 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 2004 or, as  applicable,  the
amount of such  items as of  December  28,  2004.  This  annual  report is filed
herewith as Exhibit 99.3.


Item 3. Legal Proceedings

        The  Registrant  knows  of no legal  proceedings  material  to  security
holders,  involving  the trust,  the trust  assets,  RFC,  Centurion,  FSB,  the
servicer or the trustee.


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)     The  Registrant  has no voting  stock or class of  common  stock
                outstanding as of the date of this report.  To the  Registrant's
                knowledge, there is no established public trading market for the
                investor certificates.

        (b)     The certificates  representing investors' interests in the trust
                were delivered in book-entry  form through the facilities of the
                Depository Trust Company ("DTC") and the nominee for DTC, Cede &
                Co., is the sole registered holder of the investor certificates.

        (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

         Not Applicable.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable.


Item 8.  Financial Statements and Supplementary Data

         Not Applicable.


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         None.


Item 9A. Controls and Procedures

         Not Applicable.


                                    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 February 28,
                  2005,   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.  Information on DTC participants'
                  held positions is provided by DTC.

                                                   Principal
                                                   Amount of            Percent
                               Name                Certificates         of Class
                               ----                ------------         --------

         CLASS A FLOATING
         RATE ACCOUNTS
         RECEIVABLE TRUST
         CERTIFICATES,
         SERIES 2002-2:        State Street Bank      $235,190,000        23.51%
                                & Trust

                               JP Morgan Chase        $168,985,000        16.89%

                               Mellon Trust           $156,533,000        15.65%

                               BGI/IBT Co.            $105,565,000        10.55%

                               Northern Trust         $103,065,000        10.30%

                               Bank of New York        $90,297,000         9.02%

                               Investors Trust         $65,854,000         6.58%




         The address of each of the above participants is:

         (a)      c/o The Depository Trust Company
                  55 Water Street
                  New York, New York 10041

         (b)      Not Applicable.

         (c)      Not Applicable.




                                     - 5 -
<PAGE>


Item 13. Certain Relationships and Related Transactions

         The Bank of New York is the trustee  under the  pooling  and  servicing
agreement.  American Express Company and its subsidiaries  have not entered into
any other business relationship with the trustee that is outside of the ordinary
course of business  or on terms other than would be obtained in an arm's  length
transaction with an unrelated third party.


Item 14. Principal Accounting Fees and Services

         Not Applicable.


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K:

         (a)      The  following  documents  are  filed  as part of this  Annual
                  Report on Form 10-K:

                  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).

                  4.       Certifications   Pursuant   to  Section  302  of  the
                           Sarbanes-Oxley Act of 2002 (filed as Exhibits 99.4.1,
                           99.4.2 and 99.4.3).


         (b)      Reports on Form 8-K:

                  The Trust has filed the  following  reports  on Form 8-K since
                  April 1, 2004:

                  1.       Form 8-K, dated April 15, 2004, attaching the Monthly
                           Servicer's  Certificate  for the due period  February
                           28, 2004 through March 28, 2004.



                                     - 6 -

<PAGE>


                  2.       Form 8-K, dated April 16, 2004, attaching the Amended
                           and Restated Pooling and Servicing  Agreement,  dated
                           as  of  April  16,  2004,   among  American   Express
                           Receivables Financing  Corporation,  American Express
                           Centurion  Bank and American  Express  Bank,  FSB, as
                           transferors, American Express Travel Related Services
                           Company, Inc., as servicer, and The Bank of New York,
                           as trustee.

                  3.       Form 8-K,  dated May 17, 2004,  attaching the Monthly
                           Servicer's  Certificate  for the due period March 29,
                           2004 through April 27, 2004.

                  4.       Form 8-K, dated June 15, 2004,  attaching the Monthly
                           Servicer's  Certificate  for the due period April 28,
                           2004 through May 27, 2004.

                  5.       Form 8-K, dated July 15, 2004,  attaching the Monthly
                           Servicer's  Certificate  for the due  period  May 28,
                           2004 through June 27, 2004.

                  6.       Form  8-K,  dated  August  16,  2004,  attaching  the
                           Monthly  Servicer's  Certificate  for the due  period
                           June 28, 2004 through July 28, 2004.

                  7.       Form 8-K,  dated  September  15, 2004,  attaching the
                           Monthly  Servicer's  Certificate  for the due  period
                           July 29, 2004 through August 27, 2004.

                  8.       Form 8-K,  dated  October  15,  2004,  attaching  the
                           Monthly  Servicer's  Certificate  for the due  period
                           August 28, 2004 through September 27, 2004.

                  9.       Form 8-K,  dated  November  15, 2004,  attaching  the
                           Monthly  Servicer's  Certificate  for the due  period
                           September 28, 2004 through October 27, 2004.

                  10.      Form 8-K,  dated  December  15, 2004,  attaching  the
                           Monthly  Servicer's  Certificate  for the due  period
                           October 28, 2004 through November 27, 2004.

                  11.      Form 8-K,  dated  January  18,  2005,  attaching  the
                           Monthly  Servicer's  Certificate  for the due  period
                           November 28, 2004 through December 28, 2004.

                  12.      Form 8-K,  dated  February  15, 2005,  attaching  the
                           Monthly  Servicer's  Certificate  for the due  period
                           December 29, 2004 through January 28, 2005.




                                     - 7 -


<PAGE>


                  13.      Form 8-K,  dated  February  23, 2005,  attaching  the
                           First  Amendment to Amended and Restated  Pooling and
                           Servicing  Agreement,  dated as of February 23, 2005,
                           among   American   Express   Receivables    Financing
                           Corporation,  American  Express  Centurion  Bank  and
                           American Express Bank, FSB, as transferors,  American
                           Express Travel  Related  Services  Company,  Inc., as
                           servicer, and The Bank of New York, as trustee.

                  14.      Form 8-K, dated March 15, 2005, attaching the Monthly
                           Servicer's Certificate for the due period January 29,
                           2005 through February 24, 2005.


         (c)      Exhibits:

                  4.1      Amended and Restated Pooling and Servicing Agreement,
                           dated as of April 16, 2004,  among  American  Express
                           Receivables Financing  Corporation,  American Express
                           Centurion  Bank and American  Express  Bank,  FSB, 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,   dated  April  16,  2004,   File  No.
                           000-20787-01).

                  4.2      First  Amendment to Amended and Restated  Pooling and
                           Servicing  Agreement,  dated February 23, 2005, among
                           American Express Receivables  Financing  Corporation,
                           American Express  Centurion Bank and American Express
                           Bank,  FSB, as transferors,  American  Express Travel
                           Related Services Company,  Inc., as servicer, and The
                           Bank  of  New  York,  as  trustee   (incorporated  by
                           reference  to  Exhibit  99.01  of  Form  8-K,   dated
                           February 23, 2005, File No. 000-33337).

                  4.3      Series 2002-2 Supplement,  dated as of June 18, 2002,
                           supplementing  the Amended and  Restated  Pooling and
                           Servicing  Agreement,  dated  as of May 1,  1998,  as
                           amended by the First Amendment, dated October 1, 2001
                           (incorporated  by  reference  to Exhibit  5.1 of Form
                           8-K, dated June 18, 2001, File No. 33-47812).

                  10.1     Receivable Purchase  Agreement,  dated 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).




                                     - 8 -


<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,  dated  September
                           12, 1994, File No. 33-47812).

                  10.3     Amendment  No. 2 to  Receivable  Purchase  Agreement,
                           dated  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,  dated  August 14,  1997,  File No.
                           33-47812).

                  99.1     Annual Servicing Statement Delivered to the Trustee.

                  99.2     Annual Accountant's Reports of Ernst & Young LLP.

                  99.3     Annual Report  Containing  Aggregate  Information for
                           the Fiscal Year.

                  99.4.1   Certification of Traci L. Memmott pursuant to Section
                           302 of the Sarbanes-Oxley Act of 2002.

                  99.4.2   Certification  of Robert C. Radle pursuant to Section
                           302 of the Sarbanes-Oxley Act of 2002.

                  99.4.3   Certification of Maureen Ryan pursuant to Section 302
                           of the Sarbanes-Oxley Act of 2002.









                                     - 9 -


<PAGE>


                                    SIGNATURE

         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
                                    Registrant

                                    By:  AMERICAN EXPRESS CENTURION  BANK,
                                         Co-Originator of the Trust

                                    By:  /s/ Traci L. Memmott
                                         -------------------------------------
                                         Traci L. Memmott
                                         Chief Financial Officer and Treasurer











March 31, 2005










                                     - 10 -
<PAGE>


                                    SIGNATURE

         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
                                    Registrant

                                    By:  AMERICAN EXPRESS BANK, FSB
                                         Co-Originator of the Trust

                                    By:  /s/ Robert C. Radle
                                         --------------------------
                                         Robert C. Radle
                                         Chief Financial Officer and Treasurer










March 31, 2005









                                     - 11 -


<PAGE>




                                    SIGNATURE

         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
                                    Registrant

                                    By:  AMERICAN EXPRESS RECEIVABLES
                                         FINANCING CORPORATION,
                                         Co-Originator of the Trust

                                    By: /s/ Maureen Ryan
                                        -----------------------------
                                        Maureen Ryan
                                        President












March 31, 2005









                                     - 12 -


<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).

4.1      Amended and Restated Pooling and Servicing Agreement, dated as of April
         16, 2004, among American  Express  Receivables  Financing  Corporation,
         American  Express  Centurion  Bank and American  Express Bank,  FSB, 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,  dated April 16,  2004,  File No.
         000-20787-01).

4.2      First   Amendment  to  Amended  and  Restated   Pooling  and  Servicing
         Agreement,  dated February 23, 2005, among American Express Receivables
         Financing  Corporation,  American  Express  Centurion Bank and American
         Express Bank,  FSB, as  transferors,  American  Express  Travel Related
         Services  Company,  Inc.,  as  servicer,  and The Bank of New York,  as
         trustee  (incorporated by reference to Exhibit 99.01 of Form 8-K, dated
         February 23, 2005, File No. 000-33337).

4.3      Series 2002-2 Supplement,  dated as of June 18, 2002, supplementing the
         Amended and Restated Pooling and Servicing  Agreement,  dated as of May
         1,  1998,  as  amended by the First  Amendment,  dated  October 1, 2001
         (incorporated  by reference to Exhibit 5.1 of Form 8-K,  dated June 18,
         2001, File No. 33-47812).

10.1     Receivable  Purchase  Agreement,  dated 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).

10.2     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,
         dated September 12, 1994, File No. 33-47812).

10.3     Amendment No. 2 to Receivable Purchase Agreement, dated 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, dated
         August 14, 1997, File No. 33-47812).

99.1*    Annual Servicing Statement Delivered to the Trustee.

99.2*    Annual Accountant's Reports of Ernst & Young LLP.




                                     - 13 -


<PAGE>


99.3*    Annual Report Containing Aggregate Information for the Fiscal Year.

99.4.1*  Certification  of Traci  L.  Memmott  pursuant  to  Section  302 of the
         Sarbanes-Oxley Act of 2002.

99.4.2*  Certification  of  Robert  C.  Radle  pursuant  to  Section  302 of the
         Sarbanes-Oxley Act of 2002.

99.4.3*  Certification   of  Maureen  Ryan   pursuant  to  Section  302  of  the
         Sarbanes-Oxley Act of 2002.



































                                     - 14 -