8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 10, 2008

AMERICAN EXPRESS
RECEIVABLES FINANCING
CORPORATION II AMERICAN EXPRESS
RECEIVABLES FINANCING
CORPORATION III LLC AMERICAN EXPRESS
RECEIVABLES FINANCING
CORPORATION IV LLC

(as Originators of the American Express Credit Account Master Trust)

(Exact Name of registrant as Specified in Charter)

on behalf of

American Express Credit Account Master Trust

Delaware	333-130508-03	13-3854638	Delaware	333-130508	20-0942395	Delaware	333-130508 02	20-0942445
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)	(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)	(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

200 Vesey Street, Room 138 Mail Stop 01-31-12 New York, New York 10285 (212) 640-2000	4315 South 2700 West, Room 1900 Mail Stop 02-01-50 Salt Lake City, Utah 84184 (801) 945-2550	4315 South 2700 West, Room 1900 Mail Stop 02-01-56 Salt Lake City, Utah 84184 (801) 945-2068
	(Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrant’s Principal Executive Offices)

N/A
(Former Name or Former Address, if Changed Since
Last Report) N/A
(Former Name or Former Address, if Changed Since Last
Report) N/A
(Former Name or Former Address, if Changed Since
Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01. On April 17, 2008, American Express Credit Account Master Trust expects to issue Class A Floating Rate Asset Backed Certificates, Series 2008-3 and Class B Floating Rate Asset Backed Certificates, Series 2008-3 (together, the “Series 2008-3 Certificates”). On April 17, 2008, American Express Credit Account Master Trust expects to issue Class A Floating Rate Asset Backed Certificates, Series 2008-4 and Class B Floating Rate Asset Backed Certificates, Series 2008-4 (together, the “Series 2008-4 Certificates” and together with the Series 2008-3 Certificates, the “Certificates”).

Copies of the opinions of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality of the Certificates and copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to certain federal tax matters, together with related consents of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC and Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are filed as Exhibits to this Report.

Item 9.01.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits: The following are filed as Exhibits to this Report:

Exhibit
Number
5.1	Opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality.
5.2	Opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality.
8.1	Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

Exhibit
Number
8.2	Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.
23.1	Consent of American Express Receivables Financing Corporation II (included in opinion filed as Exhibit 5.1).
23.2	Consent of American Express Receivables Financing Corporation III LLC (included in opinion filed as Exhibit 5.1).
23.3	Consent of American Express Receivables Financing Corporation IV LLC (included in opinion filed as Exhibit 5.1).
23.4	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).
23.5	Consent of American Express Receivables Financing Corporation II (included in opinion filed as Exhibit 5.2).
23.6	Consent of American Express Receivables Financing Corporation III LLC (included in opinion filed as Exhibit 5.2).
23.7	Consent of American Express Receivables Financing Corporation IV LLC (included in opinion filed as Exhibit 5.2).
23.8	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.2)

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

American Express Receivables Financing Corporation II, as originator of the Trust and Co-Registrant and as Transferor on behalf of the Trust as Co-Registrant
By:	/s/ Maureen Ryan
Name:  Maureen Ryan
Title:  President

American Express Receivables Financing Corporation III LLC, as originator of the Trust and Co-Registrant and as Transferor on behalf of the Trust as Co-Registrant
By:	/s/ Scott C. Godderidge
Name:  Scott C. Godderidge
Title:  Vice President and Treasurer

American Express Receivables Financing Corporation IV LLC, as originator of the Trust and Co-Registrant and as Transferor on behalf of the Trust as Co-Registrant
By:	/s/ Robert Radle
Name:  Robert Radle
Title:  President

EXHIBIT INDEX

Exhibit 5.1

Opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality.

Exhibit 5.2

Opinion of American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC with respect to legality.

Exhibit 8.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

Exhibit 8.2

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

Exhibit 23.1

Consent of American Express Receivables Financing Corporation II (included in opinion filed as Exhibit 5.1).

Exhibit 23.2

Consent of American Express Receivables Financing Corporation III LLC (included in opinion filed as Exhibit 5.1).

Exhibit 23.3

Consent of American Express Receivables Financing Corporation IV LLC (included in opinion filed as Exhibit 5.1).

Exhibit 23.4

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

Exhibit 23.5

Consent of American Express Receivables Financing Corporation II (included in opinion filed as Exhibit 5.2).

Exhibit 23.6

Consent of American Express Receivables Financing Corporation III LLC (included in opinion filed as Exhibit 5.2).

Exhibit 23.7

Consent of American Express Receivables Financing Corporation IV LLC (included in opinion filed as Exhibit 5.2).

Exhibit 23.8

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.2).

EX-5.1

Exhibit 5.1

April 10, 2008

American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285

American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184

American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184

Re:	American Express Credit Account Master Trust
	Class A Series 2008-3 Floating Rate Asset Backed Certificates
	Class B Series 2008-3 Floating Rate Asset Backed Certificates

Ladies and Gentlemen:

     I have acted as counsel to American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) and have examined the Registration Statement on Form S-3 (File Nos. 333-130508, 333-130508-01, 333-130508-02 and 333-130508-03), filed by the Registrants with the Securities and Exchange Commission on December 20, 2005, and declared effective on March 31, 2006 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the Class A Series 2008-3 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2008-3 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time, and the Series 2008-3 Supplement, expected to be dated as of April 17, 2008 (together, the “Pooling and Servicing Agreement”), as

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 10, 2008
Page 2

more particularly described in the prospectus, dated April 9, 2008, and the preliminary prospectus supplement, dated April 9, 2008, relating to the Certificates (together, the “Prospectus”)

     I have examined such instruments, documents and records as I deemed relevant and necessary as a basis of my opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed.

     Based on such examination and the other assumptions set forth herein, and subject to the qualification that I am admitted to the practice of law in the State of New York and do not purport to be expert in the laws of any jurisdiction other than the State of New York, I am of the opinion that when the Certificates have been duly executed and delivered in accordance with the Pooling and Servicing Agreement and sold, the Certificates will be legally issued, fully paid and non-assessable, and the holders of the Certificates will be entitled to the benefits of the Pooling and Servicing Agreement, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 10, 2008
Page 3

     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Prospectus. In giving such consent, I do not consider that I am an “expert,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,
 

/s/ Harold E. Schwartz  

Harold E. Schwartz
Senior Counsel 

EX-5.2

Exhibit 5.2

April 10, 2008

American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285

American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184

American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184

Re:	American Express Credit Account Master Trust
	Class A Series 2008-4 Floating Rate Asset Backed Certificates
	Class B Series 2008-4 Floating Rate Asset Backed Certificates

Ladies and Gentlemen:

     I have acted as counsel to American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) and have examined the Registration Statement on Form S-3 (File Nos. 333-130508, 333-130508-01, 333-130508-02 and 333-130508-03), filed by the Registrants with the Securities and Exchange Commission on December 20, 2005, and declared effective on March 31, 2006 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the Class A Series 2008-4 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2008-4 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time, and the Series 2008-4 Supplement, expected to be dated as of April 17, 2008 (together, the “Pooling and Servicing Agreement”), as

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 10, 2008
Page 2

more particularly described in the prospectus, dated April 9, 2008, and the preliminary prospectus supplement, dated April 9, 2008, relating to the Certificates (together, the “Prospectus”)

     I have examined such instruments, documents and records as I deemed relevant and necessary as a basis of my opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed.

     Based on such examination and the other assumptions set forth herein, and subject to the qualification that I am admitted to the practice of law in the State of New York and do not purport to be expert in the laws of any jurisdiction other than the State of New York, I am of the opinion that when the Certificates have been duly executed and delivered in accordance with the Pooling and Servicing Agreement and sold, the Certificates will be legally issued, fully paid and non-assessable, and the holders of the Certificates will be entitled to the benefits of the Pooling and Servicing Agreement, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 10, 2008
Page 3

     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Prospectus. In giving such consent, I do not consider that I am an “expert,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,
 

/s/ Harold E. Schwartz  

Harold E. Schwartz
Senior Counsel 

EX-8.1

Exhibit 8.1

April 10, 2008

American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285

American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184

American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184

Re:	American Express Credit Account Master Trust
	Class A Series 2008-3 Floating Rate Asset Backed Certificates
	Class B Series 2008-3 Floating Rate Asset Backed Certificates

Ladies and Gentlemen:

     We have advised American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) with respect to certain federal income tax aspects of the issuance by the Registrants of the Class A Series 2008-3 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2008-3 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time, and the Series 2008-3 Supplement, expected to be dated as of April 17, 2008, as more particularly described in the prospectus, dated April 9, 2008 (the “Base Prospectus”), and the preliminary prospectus supplement, dated April 9, 2008 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to such series, each forming a part of the Registration Statement on Form S-3 (File Nos. 333-130508, 333-130508-01, 333-130508-02 and 333-130508-03) as filed by the Registrants with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on December 20, 2005, and declared effective on March 31, 2006 (the “Registration Statement”). Such advice conforms to the description of selected federal income tax consequences to holders

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 10, 2008
Page 2

of the Certificates that appears under the headings “Prospectus Summary—Tax Status” and “Tax Matters” in the Base Prospectus and “Summary of Series Terms—Tax Status” in the Preliminary Prospectus Supplement. Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,
 

/s/ Orrick, Herrington & Sutcliffe LLP
 

ORRICK, HERRINGTON & SUTCLIFFE LLP 

EX-8.2

Exhibit 8.2

April 10, 2008

American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285

American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184

American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184

Re:	American Express Credit Account Master Trust
	Class A Series 2008-4 Floating Rate Asset Backed Certificates
	Class B Series 2008-4 Floating Rate Asset Backed Certificates

Ladies and Gentlemen:

     We have advised American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the “Registrants”) with respect to certain federal income tax aspects of the issuance by the Registrants of the Class A Series 2008-4 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2008-4 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time, and the Series 2008-4 Supplement, expected to be dated as of April 17, 2008, as more particularly described in the prospectus, dated April 9, 2008 (the “Base Prospectus”), and the preliminary prospectus supplement, dated April 9, 2008 (the “Preliminary Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to such series, each forming a part of the Registration Statement on Form S-3 (File Nos. 333-130508, 333-130508-01, 333-130508-02 and 333-130508-03) as filed by the Registrants with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on December 20, 2005, and declared effective on March 31, 2006 (the “Registration Statement”). Such advice conforms to the description of selected federal income tax consequences to holders

American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
April 10, 2008
Page 2

of the Certificates that appears under the headings “Prospectus Summary—Tax Status” and “Tax Matters” in the Base Prospectus and “Summary of Series Terms—Tax Status” in the Preliminary Prospectus Supplement. Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,
 

/s/ Orrick, Herrington & Sutcliffe LLP
 

ORRICK, HERRINGTON & SUTCLIFFE LLP