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                                                                    Exhibit 4.1


                                                                EXECUTION COPY


                               SECOND AMENDMENT TO
                         POOLING AND SERVICING AGREEMENT

                  This SECOND AMENDMENT TO THE POOLING AND SERVICING AGREEMENT,
dated as of September 21, 2004 (this "Amendment"), is among American Express
Receivables Financing Corporation II ("RFC II"), American Express Receivables
Financing Corporation III LLC ("RFC III"), American Express Receivables
Financing Corporation IV LLC ("RFC IV"), American Express Travel Related
Services Company, Inc. (the "Servicer") and The Bank of New York, as trustee
(the "Trustee"). This Amendment amends the Pooling and Servicing Agreement,
dated as of May 16, 1996, as amended and restated as of April 16, 2004, as
amended as of June 30, 2004 (the "Pooling and Servicing Agreement" and, together
with this Amendment, the "Amended Pooling and Servicing Agreement").

                                    RECITALS

                  1. Pursuant to Section 13.01(a) of the Pooling and Servicing
Agreement, each of RFC II, RFC III and RFC IV has delivered to the Trustee an
Officer's Certificate, dated the date of this Amendment, stating that RFC II,
RFC III and RFC IV, respectively, reasonably believes that this Amendment will
not have an Adverse Effect.

                  2. RFC II, RFC III, RFC IV and the Servicer have satisfied all
conditions precedent contained in the Pooling and Servicing Agreement to
entering into this Amendment and this Amendment is authorized and permitted
under the Pooling and Servicing Agreement. All capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement.

                  3. Now, therefore, in consideration of the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each party hereto agrees as follows:

                                   AMENDMENTS

                  SECTION 1.  Amendment to Section 1.01.
                              -------------------------

                  (a) Each of the definitions of "Certificateholder" and
"Original Transferor Certificate" in Section 1.01 of the Pooling and Servicing
Agreement shall be deleted in its entirety and inserted in its place shall be
the following:

                  "Certificateholder" or "Holder" shall mean an Investor
                  Certificateholder or, if used with respect to the Transferors'
                  Interest, a Person in whose name a Transferor Certificate is
                  registered or a Person in whose name ownership of an
                  uncertificated interest in the Transferors' Interest is
                  registered in the books and records of the Trust maintained by
                  the Trustee.

                  "Original Transferor Certificate" shall mean, if the
                  Transferors elect (i) to evidence their interests in the
                  Transferors' Interest in certificated form pursuant to Section
                  6.01, the certificate executed by the Transferors and
                  authenticated by or on behalf of the Trustee, substantially in
                  the form of Exhibit A, as the same may be modified in
                  accordance with Exhibit A, or (ii) to have their interests in
                  the Transferors' Interest be uncertificated pursuant to
                  Section 6.01, such uncertificated interests.


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                  (b) The definition of "Holders of the Transferor Certificates"
shall be added to Section 1.01 of the Pooling and Servicing Agreement and it
shall read as follows:

                  "Holders of the Transferor Certificates" or "holders of the
                  Transferor Certificates" shall mean the Holders of the
                  Transferor Certificates or the Holders of any uncertificated
                  interests in the Transferors' Interest.

                  (c) The definition of "Second Amendment Effective Date" shall
be added to Section 1.01 of the Pooling and Servicing Agreement and it shall
read as follows:

                  "Second Amendment Effective Date" shall mean September 21,
                  2004.

                  SECTION 2. Amendments of Section 2.09. Subsection 2.09(g) of
the Pooling and Servicing Agreement is hereby amended by deleting the first
sentence thereof in its entirety and inserting in its place the following:

                  A Transferor may designate Affiliates of such Transferor to be
                  included as Transferors ("Additional Transferors") under this
                  Agreement in an amendment hereto pursuant to subsection
                  13.01(a) and, in connection with such designation, such
                  Transferor shall (i) if the Original Transferor Certificate is
                  certificated, surrender the Original Transferor Certificate to
                  the Trustee in exchange for a newly issued Original Transferor
                  Certificate modified to reflect such Additional Transferor's
                  interest in the Transferors' Interest or (ii) if the Original
                  Transferor Certificate is uncertificated, direct the Trustee
                  to register in the books and records of the Trust such
                  Additional Transferor's interest in the Transferors' Interest;
                  provided, however, that prior to any such designation of an
                  Additional Transferor, the conditions set forth in clauses
                  (iv) and (vi) of subsection 6.03(b) shall have been satisfied
                  with respect thereto.

                  SECTION 3. Amendment of Section 3.07. Section 3.07 of the
Pooling and Servicing Agreement is hereby amended by deleting the second
sentence thereof in its entirety and inserting in its place the following:

                  Each of the Transferors, by entering into this Agreement, each
                  of the Holders of the Transferor Certificates, by acquisition
                  of its interest in the Transferors' Interest, and each
                  Certificateholder, by the acceptance of any such Certificate
                  (and each Certificate Owner, by its acceptance of an interest
                  in the applicable Certificate), agree to treat such Investor
                  Certificates for federal, state and local income and franchise
                  tax purposes as indebtedness.

                  SECTION 4. Amendment of Section 4.01. Section 4.01 of the
Pooling and Servicing Agreement is hereby amended by deleting the second
sentence thereof in its entirety and inserting in its place the following:


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                  The Transferor Certificates or, as the case may be, the
                  uncertificated interests in the Transferors' Interest shall
                  represent the ownership interest in the remainder of the Trust
                  Assets not allocated pursuant to this Agreement or any
                  Supplement to the Certificateholders' Interest, including the
                  right to receive Collections with respect to the Receivables
                  and other amounts at the times and in the amounts specified in
                  any Supplement to be paid to the Transferors on behalf of all
                  holders of the Transferor Certificates (the "Transferors'
                  Interest"); provided, however, that if the Transferors elect
                  to have their interests in the Transferors' Interest be
                  uncertificated as provided in Section 6.01 hereof, then such
                  uncertificated interests shall represent the Transferors'
                  Interest; provided further, however, that the Transferor
                  Certificates or, as the case may be, the uncertificated
                  interests in the Transferors' Interest shall not represent any
                  interest in the Collection Account, any Series Account or any
                  Series Enhancement, except as specifically provided in this
                  Agreement or any Supplement.

                  SECTION 5. Amendment of Section 6.01. Section 6.01 of the
Pooling and Servicing Agreement is hereby amended by deleting the third, fourth
and fifth sentences thereof in their entirety and inserting in their place the
following:

                  The Transferors may elect at any time, by written notice to
                  the Trustee, to have their interests in the Transferors'
                  Interest be (i) uncertificated interests or (ii) evidenced by
                  Transferor Certificates in registered form, substantially in
                  the form of Exhibit A (which shall, upon issue, be executed
                  and delivered by the Transferors to the Trustee for
                  authentication and redelivery as provided in Section 6.02). If
                  the Transferors elect to have their interests in the
                  Transferors' Interest be uncertificated, they shall deliver to
                  the Trustee for cancellation any Transferor Certificates
                  previously issued and the Trustee shall register in the books
                  and records of the Trust such uncertificated interests of the
                  Transferors in the Transferors' Interest. If specified in any
                  Supplement, the Investor Certificates of any Series or Class
                  shall be issued upon initial issuance as one or more
                  certificates evidencing the aggregate original principal
                  amount of such Series or Class as described in Section 6.10.
                  The Original Transferor Certificate, if certificated, shall be
                  a single certificate and shall initially represent the entire
                  Transferors' Interest. As of the Second Amendment Effective
                  Date, the Transferors' interests in the Transferors' Interest
                  shall be evidenced in uncertificated form, and the Trustee
                  shall register in the books and records of the Trust such
                  uncertificated interests of the Transferors in the
                  Transferors' Interest.

                  SECTION 6. Amendment of Section 6.03. Subsection 6.03(b) of
the Pooling and Servicing Agreement is hereby amended by deleting subsection
6.03(b) in its entirety and inserting in its place the following:



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                  (b) On or before the Series Issuance Date relating to any new
                  Series, the parties hereto will execute and deliver a
                  Supplement which will specify the Principal Terms of such new
                  Series. The Trustee shall execute the Supplement and the
                  Transferors shall execute the Investor Certificates of such
                  Series and deliver such Investor Certificates to the Trustee
                  for authentication. In connection with the issuance of a new
                  Series of Investor Certificates, the designation of an
                  Additional Transferor pursuant to Section 2.09(g) or at any
                  other time, each Transferor may surrender its Transferor
                  Certificate to the Trustee, if applicable, in exchange for a
                  newly issued Transferor Certificate and a new certificate (a
                  "Supplemental Certificate"), the terms of which shall be
                  defined in a supplement (a "Transferor Certificate
                  Supplement") to this Agreement (which Transferor Certificate
                  Supplement shall be subject to Section 13.01 to the extent
                  that it amends any of the terms of this Agreement) to be
                  delivered to or upon the order of such Transferor; provided,
                  however, that if the Holders of the Transferor Certificates
                  have elected to have their interests in the Transferors'
                  Interest be uncertificated, then such uncertificated interests
                  shall represent the Transferors' Interest before and
                  immediately after the designation of such Additional
                  Transferor pursuant to Section 2.09(g). The issuance of any
                  such Investor Certificates or Supplemental Certificate shall
                  be subject to satisfaction of the following conditions:

                           (i) on or before the fifth day immediately preceding
                  the Series Issuance Date, the surrender and exchange of the
                  Transferor Certificates or the exchange of the uncertificated
                  interests in the Transferors' Interest, as the case may be,
                  such Transferor shall have given the Trustee, the Servicer and
                  each Rating Agency notice (unless such notice requirement is
                  otherwise waived) of such issuance and the Series Issuance
                  Date, of such surrender and exchange of the Transferor
                  Certificates or of such exchange of the uncertificated
                  interests in the Transferors' Interest, as the case may be;

                           (ii) such Transferor shall have delivered to the
                  Trustee the related Supplement or Transferor Certificate
                  Supplement, as applicable, in form satisfactory to the
                  Trustee, executed by each party hereto (other than the Trustee
                  and the Holder of the Supplemental Certificate, if any);

                           (iii) such Transferor shall have delivered to the
                  Trustee any related Enhancement Agreement executed by each of
                  the parties thereto, other than the Trustee;

                           (iv) the Rating Agency Condition shall have been
                  satisfied with respect to such issuance, such surrender and
                  exchange of the Transferor Certificates or such exchange of
                  the uncertificated interests in the Transferors' Interest, as
                  the case may be;

                           (v) such issuance, such surrender and exchange or
                  such exchange, as the case may be, will not result in any
                  Adverse Effect and such Transferor shall have delivered to the
                  Trustee an Officer's Certificate of such Transferor, dated the
                  Series Issuance Date, the date of such surrender and exchange
                  or the date of such exchange, as the case may be, to the
                  effect that such Transferor reasonably believes that such
                  issuance, such surrender and exchange or such exchange, as the
                  case may be, will not, based on the facts known to such
                  officer at the time of such certification, have an Adverse
                  Effect;


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                           (vi) the Transferors shall have delivered to the
                  Trustee (with a copy to each Rating Agency) a Tax Opinion,
                  dated the Series Issuance Date or the date of such surrender
                  and exchange or such exchange, as the case may be, with
                  respect to such issuance, such surrender and exchange or such
                  exchange, respectively, and, in connection with any such
                  exchange, after giving effect to such exchange, the
                  Transferors or other Holders of the Original Transferor
                  Certificate shall have a remaining interest in the Trust of
                  not less than, in the aggregate, 2% of the total amount of
                  Principal Receivables and funds on deposit in the Special
                  Funding Account and the Principal Funding Account; and

                           (vii) the aggregate amount of Principal Receivables
                  plus the principal amount of any Participation Interest
                  theretofore conveyed to the Trust as of the Series Issuance
                  Date, the date of such surrender and exchange or the date of
                  such exchange, as the case may be, shall be greater than the
                  Required Minimum Principal Balance as of the Series Issuance
                  Date or the date of such surrender and exchange, as the case
                  may be, and after giving effect to such issuance, such
                  surrender and exchange or such exchange, respectively.

                  Any Supplemental Certificate (or uncertificated interest) held
                  by any Person, and any Investor Certificate held by any
                  Transferor at any time after the date of its initial issuance,
                  may be transferred or exchanged only upon the delivery to the
                  Trustee of a Tax Opinion dated as of the date of such transfer
                  or exchange, as the case may be, with respect to such transfer
                  or exchange.

                  SECTION 7. Amendment of Section 7.05. Section 7.05 of the
Pooling and Servicing Agreement is hereby amended by deleting Section 7.05 in
its entirety and inserting in its place the following:

                  Notwithstanding the provisions of Section 7.02, each
                  Transferor may assign, convey or transfer all of its right,
                  title and interest in, to and under the Receivables, the
                  Accounts and the Participation Interests in which it has an
                  interest and/or its interest in the Transferors' Interest
                  (collectively, the "Assigned Assets"), together with all
                  servicing functions and other obligations, if any, under this
                  Agreement or relating to the transactions contemplated hereby
                  (collectively, the "Assumed Obligations"), to another entity
                  (the "Assuming Entity") which may be an entity that is not
                  affiliated with such Transferor, and such Transferor may
                  assign, convey and transfer the Assigned Assets and the
                  Assumed Obligations to the Assuming Entity, without the
                  consent or approval of the holders of any Certificates, upon
                  satisfaction of the following conditions:

                           (a) the Assuming Entity, such Transferor and the
                  Trustee shall have entered into a supplement to this Agreement
                  or an assumption agreement (in form and substance reasonably
                  satisfactory to the Trustee) (either, the "Assumption
                  Agreement") providing for the Assuming Entity to assume the
                  Assumed Obligations, including the obligation under this
                  Agreement to transfer the Receivables arising under the
                  Accounts and the Receivables arising under any Additional
                  Accounts to the Trust, and such Transferor shall have
                  delivered to the Trustee an Officer's Certificate of such
                  Transferor and an Opinion of Counsel each stating that such
                  transfer and assumption comply with this Section 7.05, that
                  such Assumption Agreement is a valid and binding obligation of
                  such Assuming Entity enforceable against such Assuming Entity
                  in accordance with its terms, except as such enforceability
                  may be limited by applicable bankruptcy, insolvency,
                  reorganization, moratorium, receivership, conservatorship or
                  other similar laws affecting creditors' rights generally from
                  time to time in effect and except as such enforceability may
                  be limited by general principles of equity (whether considered
                  in a suit at law or in equity), and that all conditions
                  precedent herein provided for relating to such transaction
                  have been complied with;


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                           (b) all UCC filings required to perfect the interest
                  of the Trustee, on behalf of the Trust, in the Receivables to
                  be conveyed by the Assuming Entity shall have been duly made
                  and copies thereof shall have been delivered to the Trustee;

                           (c)(i) if the Assuming Entity shall not be eligible
                  to be a debtor under the Bankruptcy Code, such Transferor
                  shall have delivered notice of such transfer and assumption to
                  each Rating Agency or (ii) if the Assuming Entity shall be
                  eligible to be a debtor in a case under the Bankruptcy Code,
                  such Transferor shall have delivered copies of each such
                  written notice to the Servicer and the Trustee and the Rating
                  Agency Condition shall have been satisfied;

                           (d) the Trustee shall have received one or more
                  Opinions of Counsel to the effect that (i) the transfer of
                  such Receivables by the Assuming Entity shall constitute
                  either a sale of, or the granting of a security interest in,
                  such Receivables by the Assuming Entity to the Trust, (ii) the
                  condition specified in paragraph (b) shall have been
                  satisfied, and (iii) if the Assuming Entity shall be subject
                  to the FDIA, the interest of the Trust in such Receivables
                  should not be subject to avoidance by the FDIC if the FDIC
                  were to become the receiver or conservator of the Assuming
                  Entity; and

                           (e) the Trustee shall have received a Tax Opinion.

                  Upon such transfer to and assumption by the Assuming Entity,
                  such Transferor shall surrender the Transferor Certificate, if
                  applicable, evidencing its interest in the Trust to the
                  Transfer Agent and Registrar for registration of transfer and
                  the Transfer Agent and Registrar shall issue a new Transferor
                  Certificate, if applicable, in the name of the Assuming Entity
                  (or, if applicable, register such Assuming Entity's
                  uncertificated interest in the Transferors' Interest).
                  Notwithstanding such assumption, such Transferor shall
                  continue to be liable for all representations and warranties
                  and covenants made by it and all obligations performed or to
                  be performed by it in its capacity as Transferor prior to such
                  transfer.



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                  SECTION 8. Amendment of Section 12.03. Section 12.03 of the
Pooling and Servicing Agreement is hereby amended by deleting the first sentence
thereof in its entirety and inserting in its place the following:

                  Upon the termination of the Trust pursuant to Section 12.01
                  and the surrender of the Transferor Certificates, if
                  applicable, the Trustee shall sell, assign and convey to the
                  Holders of the Transferor Certificates or any of their
                  designees, without recourse, representation or warranty, all
                  right, title and interest of the Trustee in the Receivables,
                  whether then existing or thereafter created, all monies due or
                  to become due and all amounts received with respect thereto
                  (including all monies then held in the Collection Account or
                  any Series Account) and all proceeds thereof, except for
                  amounts held by the Trustee pursuant to subsection 12.02(b).

                  SECTION 9. Miscellaneous. The amendments provided for by this
Amendment shall become effective as of the Second Amendment Effective Date upon
receipt by the Trustee of the following:

                  (a) Notification in writing from each of Moody's and Standard
& Poor's to the effect that this Amendment will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class to which it is a
Rating Agency.

                  (b) An Officer's Certificate of each Transferor to the effect
that such Transferor reasonably believes that this Amendment will not have an
Adverse Effect.

                  (c) Counterparts of this Amendment, duly executed by the
parties hereto.

                  SECTION 10. Pooling and Servicing Agreement in Full Force and
Effect as Amended. The Pooling and Servicing Agreement is hereby amended by
providing that all references therein to the "Pooling and Servicing Agreement,"
"this Agreement," "hereby," "hereof" and "herein" shall be deemed from and after
the effective date of this Amendment to be a reference to the Amended Pooling
and Servicing Agreement. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Pooling and
Servicing Agreement shall remain unamended and shall continue to be, and shall
remain, in full force and effect in accordance with their terms and except as
expressly provided herein, this Amendment shall not constitute or be deemed to
constitute a waiver of compliance with or consent to non-compliance with any
term or provision of the Pooling and Servicing Agreement.

                  SECTION 11. Counterparts. This Amendment may be executed in
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.

                  SECTION 12. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


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                  SECTION 13. Limitation of Trustee. The Trustee makes no
representations as to the validity or sufficiency of this Amendment. The
recitals and statements herein are deemed to be those of RFC II, RFC III, RFC IV
and the Servicer, and not of the Trustee.






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                  IN WITNESS WHEREOF, RFC II, RFC III, RFC IV, the Servicer and
the Trustee have caused this Amendment to be duly executed and delivered by
their respective duly authorized officers as of the day and year first written
above.

                               AMERICAN EXPRESS RECEIVABLES
                                 FINANCING CORPORATION II,
                               as a Transferor


                               By: /s/ David L. Yowan
                                   -------------------------------------------
                                   Name:  David L. Yowan
                                   Title: President

                               AMERICAN EXPRESS RECEIVABLES
                                 FINANCING CORPORATION III LLC,
                               as a Transferor


                               By: /s/ L. Craig Downs
                                   -------------------------------------------
                                   Name:  L. Craig Downs
                                   Title: President

                               AMERICAN EXPRESS RECEIVABLES
                                 FINANCING CORPORATION IV LLC,
                               as a Transferor


                               By: /s/ Robert C. Radle
                                   -------------------------------------------
                                   Name:  Robert C. Radle
                                   Title: President

                               AMERICAN EXPRESS TRAVEL RELATED
                                 SERVICES COMPANY, INC.,
                               as Servicer

                               By: /s/ David L. Yowan
                                   -------------------------------------------
                                   Name:  David L. Yowan
                                   Title: Senior Vice President and Treasurer

                               THE BANK OF NEW YORK,
                               as Trustee


                               By: /s/ Catherine Cerilles
                                   -------------------------------------------
                                   Name:  Catherine Cerilles
                                   Title: Assistant Vice President



        [Signature Page to Second Amendment to Amended and Restated PSA]