American Express Receivables Financing Corp VIII SF-3 Registration of securities

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMT-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) [x]

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

240 Greenwich Street, New York, New York 10286

(Address of principal executive offices, including zip code)

AMERICAN EXPRESS ISSUANCE TRUST II

(Exact name of obligor as specified in its charter)

Delaware	38-7054368
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,

Wilmington, Delaware 19890

(Address of principal executive offices, including zip code)

Notes

(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)  Name and address of each examining or supervising authority to which it is subject.

Superintendent of the Department of Financial Services of the State of New York

One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12223

Federal Reserve Bank of New York

33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation

550 17^th Street, NW, Washington, D.C. 20429

The Clearing House Association L.L.C.

100 Broad Street, New York, N.Y. 10005

(b)  Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation:

None.

ITEM 16. LIST OF EXHIBITS.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to FormT-1 filed with Registration StatementNo. 33-6215, Exhibits 1a and 1b to FormT-1 filed with Registration StatementNo. 33-21672, Exhibit 1 to FormT-1 filed with Registration StatementNo. 33-29637, Exhibit 1 to FormT-1 filed with Registration StatementNo. 333-121195 and Exhibit 1 to FormT-1 filed with Registration StatementNo. 333-152735).

4. A copy of the existingBy-laws of the Trustee (Exhibit 4 to FormT-1 filed with Registration StatementNo. 333-207042).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to FormT-1 filed with Registration StatementNo. 333-188382).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the ___ day of January, 2019.

THE BANK OF NEW YORK MELLON
By:	/s/ Michael Commisso

Name:	Michael Commisso
Title:	Vice President

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2018, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	4,600,000
Interest-bearing balances	85,855,000
Securities:
Held-to-maturity securities	34,476,000
Available-for-sale securities	81,104,000
Equity securities with readily determinable fair values not held for trading	32,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	0
Securities purchased under agreements to resell	16,303,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases held for investment	23,853,000
LESS: Allowance for loan and lease losses	113,000
Loans and leases held for investment, net of allowance	23,740,000
Trading assets	2,024,000
Premises and fixed assets (including capitalized leases)	1,585,000
Other real estate owned	2,000
Investments in unconsolidated subsidiaries and associated companies	602,000
Direct and indirect investments in real estate ventures	0
Intangible assets:	7,124,000
Other assets	15,663,000

Total assets	273,110,000
LIABILITIES
Deposits:
In domestic offices	130,331,000
Noninterest-bearing	59,785,000
Interest-bearing	70,546,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	105,650,000
Noninterest-bearing	6,387,000
Interest-bearing	99,263,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	97,000
Securities sold under agreements to repurchase	346,000
Trading liabilities	2,118,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	1,479,000
Not applicable
Not applicable
Subordinated notes and debentures	515,000
Other liabilities	5,497,000
Total liabilities	246,033,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	10,942,000
Retained earnings	16,210,000
Accumulated other comprehensive income	-1,560,000
Other equity capital components	0
Total bank equity capital	26,727,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	27,077,000
Total liabilities and equity capital	273,110,000

I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Charles W. Scharf Samuel C. Scott Joseph J. Echevarria Directors