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

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).