~~SECURITIES~~UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWashington, D. C. 20549

~~Washington,~~FORM ~~D. C. 20549~~10-K

~~FORM 10-K~~(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~For ~~SECURITIES~~the ~~EXCHANGE~~fiscal ~~ACT~~year OFended ~~1934~~December 31, 2004

[X ] ~~Annual~~TRANSITION ~~report~~REPORT ~~pursuant~~PURSUANT toTO SECTION ~~Section~~ 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934 for the fiscal year ended December 31, 2001 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. 33-05433

~~Fleet~~For ~~Bank~~the ~~(RI),~~transition ~~National~~period ~~Association~~from ________ to _________

~~(with~~Commission ~~respect~~File toNo. 333-73728-01 ~~Fleet~~and ~~Credit Card Master Trust II)~~333-73728-02

~~(formerly~~Fleet ~~ADVANTA Master~~ Credit Card ~~Trust~~Funding ~~II)~~Trust

~~(Exact~~on ~~name~~behalf of ~~Registrant as specified in its Charter)~~

~~United~~Fleet ~~States~~Credit ofCard ~~America~~Master Trust II

(~~State~~formerly orADVANTA ~~other~~Credit ~~Jurisdiction~~Card ofMaster ~~incorporation~~Trust II)

~~05-0495490~~(Exact name of registrant as specified in its charter)

(I.R.S. Identification No.)

Delaware	23-3101310
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~111~~300 ~~Westminster~~North ~~Street~~Wakefield Drive, ~~Providence~~Newark, ~~Rhode~~Delaware ~~Island~~19702(Address ~~02903~~of principal executive offices) (Zip Code)

~~(Address~~Registrant's oftelephone ~~Principal~~number, ~~Executive~~including ~~Offices)~~area ~~(Zip~~code ~~Code~~(302) 266-5004

~~Registrant's~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to Section ~~area code~~ 12(~~401~~b) ~~278-6000.~~of the Act:

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclassNone ~~Section~~Name ~~12(b)~~ of ~~the~~each ~~Act:~~exchange on which registeredN/A

~~Title~~Securities ~~of each class which~~ registered: ~~None~~pursuant ~~Name~~to Section 12(g) of ~~each~~the ~~exchange on~~Act: ~~N/A~~

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclassNone ~~Section~~Name ~~12(g)~~ of ~~the~~each ~~Act:~~exchange ~~None~~on which registeredN/A

~~Title~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of ~~class~~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 ~~whether~~if ~~the~~disclosure of ~~registrant~~delinquent ~~(1)~~filers ~~has~~pursuant ~~filed~~to ~~all~~Item ~~reports~~405 ~~required~~of toRegulation beS-K ~~filed~~is bynot ~~Section~~contained herein, 13and orwill ~~15(d)~~not ofbe ~~the~~contained, ~~Securities~~to ~~Exchange~~the ~~Act~~best of ~~1934~~registrant's ~~during~~knowledge, ~~the~~in definitive ~~preceding~~proxy ~~12 months (~~or ~~for~~information ~~such~~statements ~~shorter~~incorporated ~~period~~by ~~that~~reference ~~the~~in ~~registrant~~Part ~~was~~III of ~~required~~this toForm ~~file~~10-K ~~such~~or ~~reports),~~any ~~and~~amendment ~~(2) has been subject~~ to ~~such~~this ~~filing~~Form ~~requirements~~10-K ~~for the past 90 days. Yes~~ [X ] ~~No _______~~ .

Indicate by check mark ifwhether ~~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~~ registrant's ~~knowledge,~~is inan ~~definitive~~accelerated ~~proxy~~filer or(as ~~information~~defined ~~statements incorporated by reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Act.) ~~10-K or any amendment to this Form 10-K~~ Yes[ ]. No [X]

State the aggregate market value of the voting ~~stock~~and non-voting common equity held by non-affiliates ~~of the Registrant. The aggregate market value shall be~~ computed by reference to the price at which the ~~stock~~common equity was last sold, or the average bid and asked prices of such ~~stock~~common equity, as of athe ~~specified~~last ~~date~~business ~~within~~day 60of ~~days prior to~~ the registrant's ~~date~~most ofrecently ~~filing~~completed ~~(See~~second ~~definition~~fiscal ~~of affiliate in Rule 405)~~quarter: None

~~Indicate~~Documents ~~the~~Incorporated ~~number of shares outstanding of the registrant's classes of common stock, as of the latest practicable date~~By Reference: ~~None.~~

~~Documents~~No ~~Incorporated~~documents Byincorporated ~~Reference:~~by reference.

INTRODUCTORY NOTE

~~List~~The ~~hereunder~~Fleet ~~the~~Credit ~~following~~Card ~~documents~~Master ifTrust ~~incorporated~~II (the by"Trust") ~~reference~~was ~~and~~formed ~~the~~pursuant ~~Part~~to ofa ~~the~~Pooling ~~Form~~and ~~10-K~~Servicing ~~(e.g.,~~Agreement ~~Part~~dated I,as of ~~Part~~December II1, ~~etc~~1993.) ~~into~~That ~~which~~Pooling ~~the~~and ~~document~~Servicing isAgreement ~~incorporated:~~has ~~(1)~~been ~~Any~~amended numerous ~~annual~~times ~~report~~and towas ~~security~~most ~~holders;~~recently ~~(2)~~amended ~~Any~~and ~~proxy~~restated oras ~~information~~of ~~statement;~~January 1, 2002 and ~~(3)~~amended ~~Any~~by ~~prospectus~~Amendment ~~filed~~Number ~~pursuant~~1 tothereto, ~~Rule~~dated ~~425(b)~~as orof April 1, 2002 (e)as ~~under~~so amended and restated, (the ~~Securities~~"Pooling ~~Act~~and ofServicing ~~1933~~Agreement")). The ~~listed~~Pooling ~~documents~~and ~~should~~Servicing Agreement beas ~~clearly~~so ~~described~~amended ~~for~~and ~~identification~~restated ~~purposes~~is among Fleet Credit Card Funding Trust, as transferor (~~e.g.~~the ~~annual~~"Transferor"), ~~report~~Bank of America, National Association (USA) (as successor to ~~security~~Fleet ~~holders~~Bank ~~for~~(RI), ~~fiscal~~National Association), ~~year~~as ~~ended~~servicer, ~~December~~and 24Deutsche Bank Trust Company Americas, ~~1980~~as trustee (the "Trustee").

Document	Form 10-K Reference
Current Reports on Form 8-K filed between February 15, 2001 and January 15, 2002	Part I, Item 2

The Trust is the Issuer of the following certificates which were outstanding during some or all of 2004: Class A Floating Rate Asset Backed Certificates, Series 1996-B ("Series 96-B Class A"), Class B Floating Rate Asset Backed Certificates, Series 1996-B ("Series 96-B Class B"), Class A Floating Rate Asset Backed Certificates, Series 1999-B ("Series 99-B Class A"), Class B Floating Rate Asset Backed Certificates, Series 1999-B ("Series 99-B Class B"), Class A Fixed Rate Asset Backed Certificates, Series 1999-C ("Series 99-C Class A"), Class B Fixed Rate Asset Backed Certificates, Series 1999-C ("Series 99-C Class B"), Class A Floating Rate Asset Backed Certificates, Series 1999-D ("Series 99-D Class A"), Class B Fixed Rate Asset Backed Certificates, Series 1999-D ("Series 99-D Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2000-C ("Series 00-C Class A"), Class B Floating Rate Asset Backed Certificates, Series 2000-C ("Series 00-C Class B"), Class A Floating Rate Asset Backed Certificates, Series 2000-D ("Series 00-D Class A"), Class B Floating Rate Asset Backed Certificates, Series 2000-D ("Series 00-D Class B"), Class A Floating Rate Asset Backed Certificates, Series 2001-A ("Series 01-A Class A"), Class A Fixed Rate Asset Backed Certificates, Series 2001-B ("Series 01-B Class A"), Class B Fixed Rate Asset Backed Certificates, Series 2001-B ("Series 01-B Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2001-C ("Series 01-C Class A"), Class B Fixed Rate Asset Backed Certificates, Series 2001-C ("Series 01-C Class B"), Class A Floating Rate Asset Backed Certificates, Series 2002-A ("Series 02-A Class A"), Class B Floating Rate Asset Backed Certificates, Series 2002-A ("Series 02-A Class B"), Class A Floating Rate Asset Backed Certificates, Series 2002-B ("Series 02-B Class A"), Class B Floating Rate Asset Backed Certificates, Series 2002-B ("Series 02-B Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2002-C ("Series 02-C Class A"), Class B Floating Rate Asset Backed Certificates, Series 2002-C ("Series 02-C Class B"), Class A Fixed Rate Asset Backed Certificates, Series 2003-A ("Series 03-A Class A"), Class B Floating Rate Asset Backed Certificates, Series 2003-A ("Series 03-A Class B").

~~TABLE~~Certain OFterms ~~CONTENTS~~used but not defined in this Form 10-K Annual Report have the meanings defined in the Pooling and Servicing Agreement; filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 (No. 333-73728-01), and filed as Exhibit 4.2 to the Form 8-K filed on May 21, 2002 by Fleet Credit Card Funding Trust.

PART I Page Item 1. Business 4 Item 2. Properties 4 Item 3. Legal Proceedings 9 Item 4. Submission of Matters to a Vote of Security Holders 9 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 9 Item 6. Selected Financial Data 10 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 8. Financial Statements and Supplementary Data 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 10 PART III Item 10. Directors and Executive Officers of the Registrant 11 Item 11. Executive Compensation 11 Item 12. Security Ownership of Certain Beneficial Owners and Management 11 Item 13. Certain Relationships and Related Transactions 31 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 31 SIGNATURES 32 EXHIBITS 34

Item 1. Business.

OnNot ~~March 31, 2001, the Financial Accounting Standards Board's Statement of Financial Accounting Standard 140 ("SFAS 140") became effective~~applicable. SFAS 140 requires that, to achieve sale treatment, financial assets transferred in a securitization be sufficiently isolated from the seller so that neither the seller nor its creditors can reclaim them. To comply with SFAS 140, Fleet Bank (RI), as seller of the assets to the Fleet Credit Card Master Trust II (the "Trust") implemented a two-step structure for the transfer of receivables to the Trust as of January 1, 2002.

ToItem implement the two-step transfer, Fleet Bank (RI) created Fleet Credit Card Funding, LLC ("FCCF"), a bankruptcy-remote special purpose entity and entered into a Receivables Purchase Agreement dated as of January 1, 2002 with FCCF2. ~~Under the Receivables Purchase Agreement, Fleet (RI) sells credit card receivables to FCCF~~Properties. Pursuant to the Pooling and Servicing Agreement dated as of December 1, 1993 as amended and restated as of January 1, 2002 (the "Pooling and Servicing Agreement"), FCCF became the transferor to the Trust and transfers receivables purchased from Fleet Bank (RI) to the Trust. Fleet Bank (RI) continues as owner of the credit card accounts and as the servicer.

~~Item~~Information 2.concerning ~~Properties~~the Trust is set forth in the Current Reports on Form 8-K dated February 17, 2004 through January 18, 2005, as filed by the Registrant.

~~The~~As ~~information~~of ~~set forth in the Current Reports on Form 8-K dated February 15, 2001 through January 15, 2002, as filed by the Registrant, is incorporated herein by reference. For the monthly period ending~~ December 31, ~~2001~~2004, approximately 1.3118% of the accounts and 4.3234% of the ~~receivables~~Principal Receivables in the Trust were 30 days or more delinquent. ~~The~~Of ~~aggregate outstanding balance of~~ such ~~delinquent accounts was $491~~amount,~~520,927.55.~~ ~~Set~~Accounts ~~forth below is certain information with respect~~ designated to the ~~Class~~Trust Bhaving ~~Floating~~a ~~Rate~~principal ~~Asset~~balance ~~Backed~~of ~~Certificates~~$109, ~~the Class A Floating Rate Asset Backed Certificates~~670, ~~Series 95-C ("Series 95-C Class A")~~841, ~~the~~or ~~Class~~approximately B1.16% of ~~Floating~~all ~~Rate~~Principal ~~Asset~~Receivables ~~Backed~~were ~~Certificates,~~delinquent ~~Series 95~~30-C59 ~~("Series~~days; ~~95-C~~Accounts ~~Class~~designated ~~B"),~~ to the ~~Class~~Trust Ahaving ~~Floating~~a ~~Rate~~principal ~~Asset~~balance ~~Backed~~of ~~Certificates~~$92, ~~Series 95-D ("Series 95-D Class A")~~915, ~~the Class B Floating Rate Asset Backed Certificates~~658, ~~Series~~or ~~95-D~~approximately ("Series 95-D Class B"), the Class A1 Fixed Rate Asset Backed Certificates, Series 95-F ("Series 95-F Class A1"), the Class A2 Floating Rate Asset Backed Certificates, Series 95-F ("Series 95-F Class A2"), the Class B Floating Rate Asset Back Certificates, Series 95-F ("Series 95-F Class B"), the Class A1 Fixed Rate Asset Backed Certificates, Series 96-A ("Series 96-A Class A1"), the Class A2 Floating Rate Asset Backed Certificates, Series 96-A ("Series 96-A Class A2"), the Class B Floating Rate Asset Backed Certificates, Series 96-A ("Series 96-A Class B"), the Class A Floating Rate Asset Backed Certificates, Series 96-B ("Series 96-B Class A"), the Class B Floating Rate Asset Backed Certificates, Series 96-B ("Series 96-B Class B"), the Class A Floating Rate Asset Backed Certificates, Series 96-C ("Series 96-C Class A"), the Class B Floating Rate Asset Backed Certificates, Series 96-C ("Series 96-C Class B"), the Class A Floating Rate Asset Backed Certificates, Series 96-D ("Series 96-D Class A"), the Class B Floating Rate Asset Backed Certificates, Series 96-D ("Series 96-D Class B"), the Class A Floating Rate Asset Backed Certificates, Series 96-E ("Series 96-E Class A"), the Class B Floating Rate Asset Backed Certificates, Series 96-E ("Series 96-E Class B") the Class A Floating Rate Asset Backed Certificates, Series 0.98-A% ~~("Series~~of all ~~98-A~~Principal ~~Class~~Receivables ~~A"),~~were ~~the~~delinquent ~~Class B Floating Rate Asset Backed Certificates, Series 98~~60-A89 ~~("Series~~days; ~~98-A~~and ~~Class~~Accounts ~~B"),~~designated to the ~~Class~~Trust Ahaving ~~Floating~~a ~~Rate~~principal ~~Asset~~balance ~~Backed~~of ~~Certificates~~$207, ~~Series 99-A ("Series 99-A Class A")~~597, ~~the Class B Floating Rate Asset Backed Certificates~~091, ~~Series~~or ~~99-A~~approximately ~~("Series~~2.20% ~~99-A~~of all ~~Class~~Principal ~~B"),~~Receivables ~~the~~were ~~Class~~delinquent A90 ~~Floating~~days ~~Rate~~or Asset Backed Certificates, Series 99-B ("Series 99-B Class A"), the Class B Floating Rate Asset Backed Certificates, Series 99-B ("Series 99-B Class B") the Class A Fixed Rate Asset Backed Certificates, Series 99-C ("Series 99-C Class A"), the Class B Fixed Rate Asset Backed Certificates, Series 99-C ("Series 99-C Class B"), the Class A Floating Rate Asset Backed Certificates, Series 99-D ("Series 99-D Class A"), the Class B Floating Rate Asset Backed Certificates, Series 99-D ("Series 99-D Class B"), the Class A Floating Rate Asset Backed Certificates,Series 00-A ("Series 00-A Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-A ("Series 00-A Class B"), the Class A Floating Rate Asset Backed Certificates, Series 00-B ("Series 00-B Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-B ("Series 00-B Class B"), the Class A Fixed Rate Asset Backed Certificates, Series 00-C ("Series 00-C Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-C ("Series 00-C Class B"), the Class A Floating Rate Asset Backed Certificates, Series 00-D ("Series 00-D Class A"), the Class B Floating Rate Asset Backed Certificates, Series 00-D ("Series 00-D Class B"), the Class A Floating Rate Asset Backed Certificates, Series 01-A ("Series 01-A Class A"), the Class A Fixed Rate Asset Backed Certificates, Series 01-B ("Series 01-B Class A"), the Class B Fixed Rate Asset Backed Certificates, Series 01-B ("Series 01-B Class B"), the Class A Fixed Rate Asset Backed Certificates, Series 01-C ("Series 01-C Class A") and the Class B Fixed Rate Asset Backed Certificates, Series 01-C ("Series 01-C Class B")more.

Series/Class	Monthly Period Ended	Receivables Written Off as Uncollectible with Respect to the Participation Interests of Certificateholders	% of Receivables Outstanding on an Annualized Basis
Series 1995-C Class A	December 31, 2001	2,546,818.46	6.25%
	November 30, 2001	2,253,401.25	5.53%
	October 31, 2001	2,568,082.78	6.31%
Series 1995-C Class B	December 31, 2001	179,434.94	6.24%
	November 30, 2001	155,406.98	5.41%
	October 31, 2001	181,703.97	6.32%
Series 1996-A Class A1	December 31, 2001	1,146,068.31	6.25%
	November 30, 2001	1,015,325.62	5.54%
	October 31, 2001	1,156,848.61	6.31%
Series 1996-A Class A2	December 31, 2001	1,146,068.31	6.25%
	November 30, 2001	1,015,325.62	5.54%
	October 31, 2001	1,156,848.61	6.31%
Series 1996-A Class B	December 31, 2001	138,917.37	6.35%
	November 30, 2001	119,145.35	5.45%
	October 31, 2001	139,306.38	6.37%
Series 1996-B Class A	December 31, 2001	3,380,322.68	6.25%
	November 30, 2001	2,988,994.31	5.53%
	October 31, 2001	3,403,921.04	6.30%
Series 1996-B Class B	December 31, 2001	214,164.28	6.23%
	November 30, 2001	191,668.61	5.58%
	October 31, 2001	218,044.76	6.34%
Series 1996-D Class A	December 31, 2001	3,154,581.95	6.25%
	November 30, 2001	2,792,145.46	5.53%
	October 31, 2001	3,179,819.48	6.30%
Series 1996-D Class B	December 31, 2001	202,587.83	6.31%
	November 30, 2001	176,127.91	5.49%
	October 31, 2001	199,874.37	6.23%
Series 1996-E Class A	December 31, 2001	0.00	0.00%
	November 30, 2001	0.00	0.00%
	October 31, 2001	2,271,299.63	6.30%
Series 1996-E Class B	December 31, 2001	0.00	0.00%
	November 30, 2001	124,325.59	5.43%
	October 31, 2001	145,363.18	6.34%
Series 1999-A Class A	December 31, 2001	2,593,124.25	6.25%
	November 30, 2001	2,294,843.12	5.53%
	October 31, 2001	2,616,537.17	6.30%
Series 1999-A Class B	December 31, 2001	237,317.17	6.33%
	November 30, 2001	207,209.31	5.53%
	October 31, 2001	236,215.16	6.30%
Series 1999-B Class A	December 31, 2001	2,159,007.46	6.24%
	November 30, 2001	1,911,505.89	5.53%
	October 31, 2001	2,180,447.64	6.30%
Series 1999-B Class B	December 31, 2001	196,799.61	6.30%
	November 30, 2001	176,127.91	5.64%
	October 31, 2001	199,874.37	6.40%
Series 1999-C Class A	December 31, 2001	1,319,715.02	6.27%
	November 30, 2001	1,165,552.37	5.53%
	October 31, 2001	1,326,438.98	6.30%
Series 1999-C Class B	December 31, 2001	104,188.03	6.17%
	November 30, 2001	93,244.19	5.53%
	October 31, 2001	109,022.38	6.46%
Series 1999-D Class A	December 31, 2001	2,546,818.46	6.25%
	November 30, 2001	2,253,401.25	5.53%
	October 31, 2001	2,568,082.78	6.30%
Series 1999-D Class B	December 31, 2001	237,317.17	6.33%
	November 30, 2001	207,209.31	5.53%
	October 31, 2001	236,215.16	6.30%
Series 2000-A Class A	December 31, 2001	3,183,523.07	6.25%
	November 30, 2001	2,818,046.63	5.53%
	October 31, 2001	3,210,103.47	6.30%
Series 2000-A Class B	December 31, 2001	295,199.41	6.30%
	November 30, 2001	259,011.64	5.53%
	October 31, 2001	296,783.15	6.33%
Series 2000-B Class A	December 31, 2001	2,755.194.51	6.24%
	November 30, 2001	2,439.889.63	5.53%
	October 31, 2001	2,786.127.54	6.31%
Series 2000-B Class B	December 31, 2001	254,681.85	6.27%
	November 30, 2001	222,750.01	5.48%
	October 31, 2001	254,385.56	6.26%
Series 2000-C Class A	December 31, 2001	2,755,194.51	6.24%
	November 30, 2001	2,439,889.63	5.53%
	October 31, 2001	2,786,127.54	6.31%
Series 2000-C Class B	December 31, 2001	254,681.85	6.27%
	November 30, 2001	222,750.01	5.48%
	October 31, 2001	254,385.56	6.26%
Series 2000-D Class A	December 31, 2001	3,820,227.68	6.25%
	November 30, 2001	3,382,692.00	5.53%
	October 31, 2001	3,852,124.17	6.30%
Series 2000-D Class B	December 31, 2001	353,081.65	6.28%
	November 30, 2001	310,813.97	5.53%
	October 31, 2001	357,351.14	6.35%
Series 2001-A Class A	December 31, 2001	4,080,697.75	6.25%
	November 30, 2001	3,610,622.24	5.53%
	October 31, 2001	4,118,623.32	6.31%
Series 2001-B Class A	December 31, 2001	3,559,757.62	6.25%
	November 30, 2001	3,149,581.52	5.53%
	October 31, 2001	3,591,681.81	6.30%
Series 2001-B Class B	December 31, 2001	248,893.62	6.22%
	November 30, 2001	222,750.01	5.57%
	October 31, 2001	254,385.56	6.36%
Series 2001-C Class A	December 31, 2001	3,559,757.62	6.25%
	November 30, 2001	5,047,200.82	8.85%
	October 31, 2001	0.00	0.00%
Series 2001-C Class B	December 31, 2001	248,893.62	6.22%
	November 30, 2001	354,268.18	8.86%
	October 31, 2001	0.00	0.00%

The aggregate Investor Default Amount for the year ended December 31, 2004 was $708,120,188. There were no Investor Charge-offs for the year ended December 31, 2004.

~~(Certain~~Set ~~terms~~forth ~~used~~below ~~but~~is ~~not~~certain information ~~defined~~with inrespect ~~this Form 10-K Annual Report have the meanings defined in the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 as amended and restated on May 23, 1994 as Exhibit 4.1,~~ to the ~~Registrant's~~outstanding ~~Registration~~series Statement on Form S-3(No.33-05433), as amended by Amendment Number 1 to the Amended and Restated Pooling and Servicing Agreement, dated July 1, 1994, and as further amended by Amendment Number 2 to the Amended and Restated Pooling and Servicing Agreement, dated as of ~~October 6, 1995~~Certificates. ~~Amendment~~Supplemental Trust ~~Number~~Information 3is topresented ~~the~~in ~~Amended and Restated Pooling and Servicing Agreement dated February 20,1998, was filed with the Securities and Exchange Commission as~~ Exhibit 499.1 ~~of the Form 8-K dated March 10, 1998), as further amended by Amendment Number 4~~ to ~~the~~this ~~Amended~~Annual and Restated Pooling and Servicing Agreement, dated as of May 14, 1999, as further amended by Amendment Number 5 to the Amended and Restated Pooling and Servicing Agreement, dated as of December 29, 2000 and as further amended by Amendment Number 6 to the Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2001Report.

Item 3. Legal Proceedings

Series/Class	Monthly Period Ended	Receivables Charged Off as Uncollectible with Respect to the Participation Interests of Certificateholders	Charge-offs as a % of Receivables Outstanding on an Annualized Basis

Series 99-C Class A	December 31, 2004	$0.00	0.00%
	November 30, 2004	$0.00	0.00%
	October 31, 2004	$1,839,295.23	8.73%

Series 99-C Class B	December 31, 2004	$0.00	0.00%
	November 30, 2004	$0.00	0.00%
	October 31, 2004	$147,366.10	8.73%

Series 99-D Class A	December 31, 2004	$0.00	0.00%
	November 30, 2004	$0.00	0.00%
	October 31, 2004	$3,558,613.49	8.73%

Series 99-D Class B	December 31, 2004	$0.00	0.00%
	November 30, 2004	$0.00	0.00%
	October 31, 2004	$327,472.43	8.73%

Series 00-C Class A	December 31, 2004	$4,141,593.03	9.38%
	November 30, 2004	$3,807,963.79	8.63%
	October 31, 2004	$3,855,105.91	8.73%

Series 00-C Class B	December 31, 2004	$381,153.62	9.38%
	November 30, 2004	$350,403.30	8.63%
	October 31, 2004	$354,791.15	8.73%

Series 00-D Class A	December 31, 2004	$5,734,602.91	9.38%
	November 30, 2004	$5,272,554.86	8.63%
	October 31, 2004	$5,337,849.79	8.73%

Series 00-D Class B	December 31, 2004	$527,684.05	9.38%
	November 30, 2004	$485,220.58	8.63%
	October 31, 2004	$491,243.82	8.73%

Series 01-A Class A	December 31, 2004	$6,127,385.94	9.38%
	November 30, 2004	$5,633,713.73	8.63%
	October 31, 2004	$5,703,554.32	8.73%

Series 01-B Class A	December 31, 2004	$5,347,561.95	9.38%
	November 30, 2004	$4,916,672.27	8.63%
	October 31, 2004	$4,977,637.13	8.73%

Series 01-B Class B	December 31, 2004	$375,266.22	9.38%
	November 30, 2004	$345,059.31	8.63%
	October 31, 2004	$349,299.24	8.73%

Series 02-A Class A	December 31, 2004	$5,159,965.17	9.38%
	November 30, 2004	$4,744,176.43	8.63%
	October 31, 2004	$4,803,022.78	8.73%

Series 02-A Class B	December 31, 2004	$437,701.59	9.38%
	November 30, 2004	$402,557.92	8.63%
	October 31, 2004	$407,527.50	8.73%

Series 02-B Class A	December 31, 2004	$4,837,467.32	9.38%
	November 30, 2004	$4,447,686.53	8.63%
	October 31, 2004	$4,502,798.63	8.73%

Series 02-B Class B	December 31, 2004	$410,445.20	9.38%
	November 30, 2004	$377,393.83	8.63%
	October 31, 2004	$382,039.43	8.73%

Series 02-C Class A	December 31, 2004	$4,984,070.47	9.38%
	November 30, 2004	$4,582,436.22	8.63%
	October 31, 2004	$4,639,251.34	8.73%

Series 02-C Class B	December 31, 2004	$351,789.35	9.38%
	November 30, 2004	$323,480.40	8.63%
	October 31, 2004	$327,472.43	8.73%

Series 03-A Class A	December 31, 2004	$4,984,070.47	9.38%
	November 30, 2004	$4,582,436.22	8.63%
	October 31, 2004	$4,639,251.34	8.73%

Series 03-A Class B	December 31, 2004	$351,789.35	9.38%
	November 30, 2004	$323,480.40	8.63%
	October 31, 2004	$327,472.43	8.73%

~~There~~ Item ~~are~~3. no material pending legal proceedings with respect to the Trust, involving either the Trust, the Trustee or the Registrant, other than ordinary or routine litigation incidental to the Trustee's or the Registrant's duties under the Pooling and Servicing AgreementLegal Proceedings.

~~Item~~There 4.are ~~Submission~~no material pending legal proceedings with respect to the Trust, involving either the Trust, the Trustee, Fleet Credit Card Funding Trust or Bank of ~~Matters~~America, National Association (USA) as successor to aFleet ~~Vote~~Bank (RI), National Association, other than ordinary or routine litigation incidental to the Trustee's, Fleet Credit Card Funding Trust's or Bank of ~~Security~~America, ~~Holders~~National Association (USA)'s duties under the Pooling and Servicing Agreement.

~~Not~~Item ~~applicable~~4. Submission of Matters to a Vote of Security Holders.

~~PART II~~None.

~~Item~~PART ~~5. Market for the Registrant's Common Equity and Related Stockholder Matters~~II

(ba) AtThere ~~February~~is ~~28,~~no ~~2002~~established ~~there~~public trading ~~were~~market ~~fourteen~~for ~~(14) holders of record of~~ the ~~Series 95-C Class A~~ Certificates, one (1) holder of record of the Series 95-C Class B Certificates, twenty-seven (27) holders of record of the Series 96-A Class A1 Certificates, nine (9) holders of record of the Series 96-A Class A2 Certificates, one (1) holder of record of the Series 96-A Class B Certificates, eighteen (18) holders of record of the Series 96-B Class A Certificates, two (2) holders of record of the Series 96-B Class B Certificates, fifteen (15) holders of record of the Series 96-D Class A Certificates, two (2) holders of record of the Series 96-D Class B Certificates, fourteen (14) holders of record of the Series 99-A Class A Certificates, three (3) holders of record of the Series 99-A Class B Certificates, four (4) holders of record of the Series 99-B Class A Certificates, three (3) holders of record of the Series 99-B Class B Certificates, twelve (12) holders of record of the Series 99-C Class A Certificates, four (4) holders of record of the Series 99-C Class B Certificates, seven (7) holders of record of the Series 99-D Class A Certificates, three (3) holders of record of the Series 99-D Class B Certificates, nineteen (19) holders of record of the Series 00-A Class A Certificates, four (4) holders of record of the Series 00-A Class B Certificates, seventeen (17) holders of record of the Series 00-B Class A Certificates, three (3) holders of record of the Series 00-B Class B Certificates, twenty-one (21) holders of record of the Series 00-C Class A Certificates, three (3) holders of record of the Series 00-C Class B Certificates, nine (9) holders of record of the Series 00-D Class A Certificates, six (6) holders of record of the Series 00-D Class B Certificates, ten (10) holders of record of the Series 01-A Class A Certificates, forty-one (41) holders of record of the Series 01-B Class A Certificates, three (3) holders of record of the Series 01-B Class B Certificates, forty-three (43) holders of record of the Series 01-C Class A Certificates and five (5) holders of record of the Series 01-C Class B Certificates.

(cb) ~~Not~~At ~~applicable~~December 31, 2004 there were twenty-six (26) holders of record of the Series 00-C Class A Certificates, three (3) holders of record of the Series 00-C Class B Certificates, twenty-nine (29) holders of record of the Series 00-D Class A Certificates, three (3) holders of record of the Series 00-D Class B Certificates, thirteen (13) holders of record of the Series 01-A Class A Certificates, forty-one (41) holders of record of the Series 01-B Class A Certificates, six (6) holders of record of the Series 01-B Class B Certificates, nineteen (19) holders of record of the Series 02-A Class A Certificates, five (5) holders of record of the Series 02-A Class B Certificates, twenty-two (22) holders of record of the Series 02-B Class A Certificates, four (4) holders of record of the Series 02-B Class B Certificates, fifty-five (55) holders of record of the Series 02-C Class A Certificates, three (3) holders of record of the Series 02-C Class B Certificates, thirty-nine (39) holders of record of the Series 03-A Class A Certificates and four (4) holders of record of the Series 03-A Class B Certificates.

~~Item~~(c) 6.Not ~~Selected Financial Data~~applicable.

~~Not~~ Item ~~applicable~~6. Selected Financial Data.

~~Item~~Not 7applicable. ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

~~Not~~Item ~~applicable~~7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

~~Item~~Not 8applicable. ~~Financial Statements and Supplementary Data~~

~~See~~Item ~~the~~7A. ~~Supplementary~~Quantitative ~~Trust~~and ~~Data~~Qualitative ~~relating~~Disclosure toAbout ~~the~~Market ~~performance of the~~Risk.

~~Trust filed as Exhibit 99 under Item 14(a) hereof~~Not applicable.

Item 98. ~~Changes~~Financial inStatements and ~~Disagreements~~Supplementary ~~with Accountants on Accounting and Financial Disclosure~~Data.

Not applicable.

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

~~Item 10~~None. ~~Directors and Executive Officers of the Registrant~~

~~Not~~Item ~~applicable~~9A. Controls and Procedures.

~~Item~~Not 11applicable. ~~Executive Compensation~~

~~Not~~Item ~~applicable~~9B. Other Information.

~~Item~~Not 12applicable. ~~Security Ownership of Certain Beneficial Owners and Management~~

~~(a)(i)~~PART ~~Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 95-C Class A Certificates is indicated below:~~III

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Brown Brothers Harriman & Co. 63 Wall Street, 8th Floor New York, NY 10005	8.59%	$42,000
JPMorgan Chase Bank/ Correspondence Clearing Services 2 One Chase Manhattan Plaza 4-b New York, NY 10081	12.80%	$62,560
Prudential Securities Custody 51 Mercedes Way Edgewood, NY 11717	10.97%	$53,637
State Street Bank and Trust Co. 1776 Heritage Dr. No. Quincy, MA 02171	39.70%	$194,055

Item 10. Directors and Executive Officers of the Registrant.

~~(a)(ii)~~Not ~~Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 95-C Class B Certificates is indicated below:~~applicable.

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Co., N.A. 340 South Cleveland Ave Columbus, OH 43240	100.00%	$34,500

Item 11. Executive Compensation.

~~(a)(iii)~~Not ~~Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-A Class A1 Certificates is indicated below:~~applicable.

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	7.59%	$16,700
Boston Safe Deposit and Trust Co. 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	18.03%	$39,660
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	5.78%	$12,725
FUNB - Phila. Main 123 South Broad Street, DA4901 Philadelphia, PA 19109	5.99%	$13,180
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code 121 Dallas, TX 75254	13.22%	$29,075
Northern Trust Company (THE) 801 S. Canal C-IN Chicago, IL 60607	7.72%	$16,975
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW N. Quincy, MA 02171	7.27%	$16,000
Fifth Third Bank (The) 38 Fountain Square Plaza Mail Drop 1090F1 Cincinnati, OH 45263	11.98%	$26,350

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(Each Class of Certificates is represented by one or more certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company, and an investor holding an interest in the Trust is not entitled to receive a~~)(iv)~~ ~~Each~~certificate representing such interest except in limited circumstances set forth in the Pooling and Servicing Agreement. Accordingly, Cede & Co. is the sole holder of record atof ~~February~~the Certificates, 28which it holds on behalf of brokers, ~~2002~~dealers, banks and other direct participants in the Depository Trust Company system. Such direct participants may hold Certificates for their own accounts or for the accounts of their ~~more~~customers. ~~than~~The ~~five~~name ~~percent~~and (address of Cede & Co. is Cede & Co., c/o the Depository Trust Company, 55 Water Street, New York, New York 10041. At December 31, 2004, the following direct Depository Trust Company participants positions held in Certificates representing interests in the Trust equal to or exceeding 5%) of the ~~Series~~total ~~96-A~~principal ~~Class~~amount A2of the Certificates isof ~~indicated~~each ~~below:~~Series outstanding on the date. The information on positions held by the Depository Trust Company participants has been provided by the Depository Trust Company.

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094	7.82%	$17,200
The Bank of New York/Credit Agricole One Wall Street New York, NY 10286	9.09%	$20,000
Boston Safe Deposit & Trust Co. 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	18.18%	$40,000
JP Morgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code 121 Dallas, TX 75254	33.64%	$74,000
State Street Bank and Trust Co. 1776 Heritage Dr. No. Quincy, MA 02171	16.52%	$36,350
Wells Fargo Bank Minnesota, NA 733 Marquette Avenue Minneapolis, MN 55479	12.50%	$27,500

(a)(ix) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-C Class A Certificates is indicated below:

(a)(v) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-A Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	24.69%	$130,771
Investors Bank & Trust Company Corporate Actions Unit/Top 57 200 Clarendon St 9th Fl Boston, MA 02116	21.32%	$112,941
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	13.85%	$73,377
The Bank of New York One Wall Street New York, NY 10286	12.24%	$64,831
Mellon Trust of New England, NA 525 William Penn Place Suite 3418 Pittsburgh, PA 15259	5.02%	$26,582

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Swiss American Securities, Inc. 12 East 49th Street New York, NY 10017	100.00%	$26,250

(a)(x) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-C Class B Certificates is indicated below:

(a)(vi) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-B Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254	57.44%	$28,000
The Northern Trust Company 801 S. Canal C-IN Chicago, IL 60607	22.05%	$10,750
Pershing, LLC/International Services Division One Pershing Plaza Jersey City, NJ 07399	20.51%	$10,000

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd. Secaucus, NJ 07094	5.86%	$38,000
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	10.31%	$66,915
Barclays Global Investors N.A./ Investors Bank & Trust 980 9th St., 6th Fl Sacramento, CA 95814	17.52%	$113,635
Boston Safe Deposit and Trust Co. 525 William Penn Place, Suite 3631 Pittsburgh, Pa 15259	6.82%	$44,242
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	19.87%	$128,919
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	10.02%	$65,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171	10.95%	$71,022
Wells Fargo Bank Minnesota, N.A. 733 Marquette Ave. Minneapolis, MN 55479	6.78%	$44,000

(a)(xi) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-D Class A Certificates is indicated below:

(a)(vii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-B Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	41.58%	$304,968
UBS AG 677 Washington Boulevard Stamford, CT 06901	18.44%	$135,250
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	13.49%	$98,980
The Bank of New York One Wall Street New York, NY 10286	12.36%	$90,643

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Boston Safe Deposit & Trust Co. 525 William Penn Place Pittsburgh, PA 15259	39.39%	$16,250
Mizuho Trust and Banking Co. (USA) 666 Fifth Avenue, Suite 802 New York, NY 10103	60.61%	$25,000

(a)(xii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 00-D Class B Certificates is indicated below:

(a)(viii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-D Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	74.81%	$50,500
The Bank of New York One Wall Street New York, NY 10286	14.81%	$10,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	10.37%	$7,000

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094	7.89%	$47,750
Boston Safe Deposit and Trust Company 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	9.68%	$58,585
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	8.98%	$54,400
Harris Trust & Savings Bank 111 West Monroe Street Chicago, IL 60603	8.31%	$50,290
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	34.93%	$211,510
State Street Bank and Trust Co. 1776 Heritage Dr. No. Quincy, MA 02171	19.32%	$116,960

(a)(xiii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 01-A Class A Certificates is indicated below:

(a)(ix) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-D Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	46.80%	$366,799
The Bank of New York One Wall Street New York, NY 10286	18.87%	$147,915
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	14.64%	$114,710
The Northern Trust Company 801 South Canal C-IN Chicago, IL 60607	10.33%	$80,951

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Company, N.A. 340 South Cleveland Ave Columbus, OH 43240	25.97%	$10,000
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	74.03%	$28,500

(a)(xiv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 01-B Class A Certificates is indicated below:

(a)(x) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-A Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
Mellon Trust of New England, NA 525 William Penn Place, Suite 3418 Pittsburgh, PA 15259	35.31%	$241,519
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	14.10%	$96,433
Harris Trust and Savings Bank 111 W. Monroe Street Chicago, IL 60603	11.84%	$80,975
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	11.30%	$77,261

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Road Secaucus, NJ 07094	7.19%	$35,825
Brown Brothers Harriman & Co. 63 Wall Street 8th Floor New York, NY 10005	8.02%	$39,950
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	6.02%	$30,000
Investors Bank & Trust Company 200 Clarendon Street Boston, MA 02116	5.02%	$25,000
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607	20.08%	$100,000
Prudential Securities Custody c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717	19.98%	$99,500
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171	27.17%	$135,295

(a)(xv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 01-B Class B Certificates is indicated below:

(a)(xi) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-A Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	39.58%	$19,000
The Bank of New York One Wall Street New York, NY 10286	20.83%	$10,000
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	20.83%	$10,000
Wachovia Bank NA- Philadelphia Main 530 Walnut Street 1st Floor Philadelphia, PA 19101	13.54%	$6,500
Mellon Trust of New England, NA 525 William Penn Place, Suite 3418 Pittsburgh, PA 15259	5.13%	$2,460

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094	22.22%	$10,000
Bank One Trust Company, N.A. 340 South Cleveland Ave Building 350 Columbus, OH 43240	22.22%	$10,000
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	55.56%	$25,000

(a)(xviii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-A Class A Certificates is indicated below:

(a)(xii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-B Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	33.75%	$222,764
The Northern Trust Company 801 South Canal C-IN Chicago, IL 60607	26.52%	$175,045
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 21 Dallas, TX 75254	22.83%	$150,657
Mellon Trust of New England, NA 525 William Penn Place, Suite 3418 Pittsburgh, PA 15259	5.64%	$37,230

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	45.22%	$187,650
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	7.23%	$30,000
State Street Bank and Trust Co. 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171	43.94%	$182,350

(a)(xix) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-A Class B Certificates is indicated below:

(a)(xiii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-B Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	58.93%	$33,000
Citigroup Global Markets/Saloman Brothers 333 W 34th Street, 3rd Floor New York, NY 10001	13.21%	$7,400
Citibank, NA 3800 Citibank Center B3-15 Tampa, FL 33610	10.00%	$5,600
The Northern Trust Company 801 South Canal C-IN Chicago, IL 60607	8.93%	$5,000
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	8.93%	$5,000

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank One Trust Company, N.A. 340 South Cleveland Ave Building 350 Columbus, OH 43240	26.67%	$10,000
Boston Safe Deposit & Trust Co. 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	26.67%	$10,000
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	46.66%	$17,500

(a)(xx) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-B Class A Certificates is indicated below:

(a)(xiv) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-C Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
Mellon Trust of New England, NA 525 William Penn Place, Suite 3418 Pittsburgh, PA 15259	23.29%	$144,085
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	22.96%	$142,080
The Bank of New York One Wall Street New York, NY 10286	18.66%	$115,430
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	8.24%	$51,000
JPMorgan Correspondent Clearing 14201 Dallas Parkway Fl 12 Dallas, TX 75254	8.08%	$50,000
Citibank, NA 3800 Citibank Center B3-15 Tampa, FL 33610	7.96%	$49,250

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	11.87%	$30,000
BT / Suntrust Portfolio 14 Wall Street, 5th Floor New York, NY 10005	13.85%	$35,000
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	14.85%	$37,521
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	11.67%	$29,500
PNC Bank, National Association 1600 Market Street, 29th Floor Philadelphia, PA 19103	19.78%	$50,000
Fifth Third Bank (The) 38 Fountain Square Plaza Cincinnati, OH 45263	17.57%	$44,398

(a)(xxi) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-B Class B Certificates is indicated below:

(a)(xv) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-C Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
Citibank, NA 3800 Citibank Center B3-15 Tampa, FL 33610	37.95%	$19,925
Sumitomo Trust and Banking Co. (USA) 527 Madison Avenue New York, NY 10022	33.33%	$17,500
The Bank of New York One Wall Street New York, NY 10286	28.57%	$15,000

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd. Secaucus, NJ 07094	49.38%	$10,000
FUNB - Phila. Main 123 South Broad Street DA4901 Philadelphia, PA 19109	14.81%	$3,000
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	14.81%	$3,000
SSB - Trust Custody 225 Franklin Street, M4 Boston, MA 02110	20.99%	$4,250

(a)(xxii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-C Class A Certificates is indicated below:

(a)(xvi) Each holder of record at February 28, 2001 of more than five percent (5%) of the Series 99-D Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	27.54%	$175,545
Investors Bank & Trust Company Corporate Actions Unit/Top57 200 Clarendon St 9th Fl Boston, MA 02116	12.19%	$77,689
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	10.61%	$67,631
SSB Bank Portfolio 1776 Heritage Drive North Quincy, MA 02171	7.58%	$48,350
Citibank, NA 3800 Citibank Center B3-15 Tampa, FL 33610	7.47%	$47,650
The Bank of New York One Wall Street New York, NY 10286	7.27%	$46,371
The Northern Trust Company 801 South Canal C-IN Chicago, IL 60607	6.76%	$43,068
Mellon Trust of New England, NA 525 William Penn Place Suite 3418 Pittsburgh, PA 15259	6.40%	$40,788

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd. Secaucus, NJ 07094	7.91%	$38,700
Boston Safe Deposit & Trust Co. 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	21.47%	$105,000
Merrill Lynch, Pierce, Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	7.16%	$35,000
State Street Bank and Trust Co. 1776 Heritage Dr. No. Quincy, MA 02171	60.94%	$298,015

(a)(xxiii) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 02-C Class B Certificates is indicated below:

(a)(xvii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 99-D Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
Bank of Tokyo-Mitsubishi Trust Company Trust Operations Department Plaza 3 5^th Floor Harborside Financial Center Jersey City, NJ 07311-1904	44.44%	$20,000
Sumitomo Trust and Banking Co. (USA) 527 Madison Avenue New York, NY 10022	33.33%	$15,000
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	22.22%	$10,000

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	22.22%	$10,000
Bank One Trust Company, N.A. 340 South Cleveland Ave Building 350 Columbus, OH 43240	22.22%	$10,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	55.56%	$25,000

(a)(xxiv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 03-A Class A Certificates indicated below:

(a)(xviii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-A Class A Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
The Bank of New York One Wall Street New York, NY 10286	20.85%	$132,943
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	18.34%	$116,895
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	17.56%	$111,935
Mellon Trust of New England, NA 525 William Penn Place Suite 3418 Pittsburgh, PA 15259	10.34%	$65,932
Harris Trust and Savings Bank 111 W. Monroe Street Chicago, IL 60603	5.96%	$38,000

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
HSBC Bank USA/ Treasury Investment 140 Broadway - Level A New York, NY 10015	9.65%	$59,000
Investors Bank & Trust Company 200 Clarendon Street 9th Floor Boston, MA 02116	5.71%	$34,930
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	9.95%	$60,800
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607	38.47%	$235,125
United States Trust Co. of New York Proxy Department 499 Washington Blvd, 7th Fl Jersey City, NJ 07310	21.27%	$130,000

(a)(xxv) Each holder of record at December 31, 2004 of more than five percent (5%) of the Series 03-A Class B Certificates indicated below:

(a)(xix) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-A Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (000's)
JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Fl 12 Dallas, TX 75254	68.89%	$31,000
The Northern Trust Company 801 South Canal C-IN Chicago, IL 60607	14.44%	$6,500
State Street Bank and Trust Company Global Corporate Action Unit JAB 5NW 1776 Heritage Drive North Quincy, MA 02171	11.11%	$5,000
Investors Bank & Trust Company Corporate Actions Unit/Top57 200 Clarendon St 9th Fl Boston, MA 02116	5.56%	$2,500

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	12.44%	$7,000
Boston Safe and Deposit & trust Co. 525 Willian Penn Place, Suite 3631 Pittsburgh, PA 15259	37.78%	$21,250
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	26.67%	$15,000
JPMorgan Chase Bank 14201 Dallas Pky, 12th Fl Mail Code 121 Dallas, TX 75254	23.11%	$13,000

(b) Not applicable.

(ac)~~(xx)~~ ~~Each~~Not ~~holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-B Class A Certificates is indicated below:~~applicable.

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094	18.83%	$99,750
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	11.33%	$60,000
Deutsche Bank A.G. New York Branch 34 Exchange Pl. Jersey City, NJ 07311	6.98%	$37,000
Merrill Lynch, Pierce, Fenner & Smith Inc. 101 Hudson St, 9th Fl Jersery City, NJ 07302	18.88%	$100,000
Merrill Lynch, Pierce, Fenner & Smith Inc. - Debt Sec 101 Hudson St, 9th Fl Jersery City, NJ 07302	5.81%	$30,785
Prudential Securities Custody C/O ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717	18.33%	$97,077
State Street Bank and Trust Company 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171	9.36%	$49,600

~~(a)(xxi)~~Not ~~Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-B Class B Certificates is indicated below:~~applicable.

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	53.85%	$26,250
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	41.03%	$20,000
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607	5.12%	$2,500

Item 14. Principal Accounting Fees and Services.

~~(a)(xxii)~~Not ~~Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-C Class A Certificates is indicated below:~~applicable.

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094	6.79%	$35,967
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	12.42%	$65,805
Boston Safe Deposit and Trust Company 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	34.97%	$185,245
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	16.92%	$89,641
SSB-Trust Custody 225 Franklin Street, M4 Boston, MA 02110	6.81%	$36,100

PART IV

~~(a)(xxiii)~~Item ~~Each~~15. ~~holder of record at February 28~~Exhibits, ~~2002~~Financial ofStatement ~~more than five percent (5%) of the Series 00-C Class B Certificates is indicated below:~~Schedules.

(a)

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
(1)	None
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	22.05%	$10,750
(2)	None
Bank One Trust Company, N.A. 340 South Cleveland Ave Building 350 Columbus, OH 43240	20.51%	$10,000
(3)	Exhibit 3.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission
JPMorgan Chase Bank / CCSG P.O Box 2558 Houston, TX 77252	57.44%	$28,000
	Exhibit 99.1	Supplementary Trust Data relating to performance of the Trust
	Exhibit 99.2	Annual Servicer's Certificate
	Exhibit 99.3	Reports of Independent Accountants
	Exhibit 99.4	Reports of Management on Internal Control over the Servicing of Securitized Credit Card Receivables and on Compliance with Specified Servicing Requirements

(ab)~~(xxiv)~~ ~~Each~~Reports ~~holder~~on ofForm ~~record at February 28, 2002 of more than five percent (5%) of the Series 00~~8-~~D Class A Certificates is indicated below:~~K

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Boston Safe Deposit and Trust Company 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	13.63%	$100,000
Brown Brothers Harriman & Co. 63 Wall Street 8th Fl New York, NY 10005	6.82%	$50,000
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	11.79%	$86,500
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	24.61%	$180,500
State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171	32.31%	$237,000

The following reports on Form 8-K were filed by the registrant with respect to Monthly Periods and events occurring during the year ended December 31, 2004:

(a)(xxv) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-D Class B Certificates is indicated below:

Date	Items	Description
01/15/04	2	Monthly Reports for December 2003
02/17/04	2	Monthly Reports for January 2004
03/15/04	2	Monthly Reports for February 2004
04/15/04	2	Monthly Reports for March 2004
05/17/04	2	Monthly Reports for April 2004
06/15/04	2	Monthly Reports for May 2004
07/15/04	2	Monthly Reports for June 2004
08/16/04	2	Monthly Reports for July 2004
09/15/04	9.01	Monthly Reports for August 2004
10/15/04	9.01	Monthly Reports for September 2004
11/15/04	9.01	Monthly Reports for October 2004
12/15/04	9.01	Monthly Reports for November 2004

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	14.81%	$10,000
Bank One Trust Company, N.A. 340 South Cleveland Ave Building 350 Columbus, OH 43240	21.48%	$14,500
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	23.70%	$16,000
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	36.18%	$24,420

(a)(xxvi) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-A Class A Certificates is indicated below:

Exhibit No.	Description of Exhibit
3.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission
99.1	Supplementary Trust Data
99.2	Annual Servicer's Certificate
99.3	Reports of Independent Accountants
99.4	Reports of Management on Internal Control over the Servicing of Securitized Credit Card Receivables and on Compliance with Specified Servicing Requirements

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Boston Safe Deposit and Trust Company 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	19.78%	$155,000
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	24.56%	$192,500
Merrill Lynch, Pierce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854	9.57%	$75,000
State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171	32.79%	$257,000

(d) Not applicable. No annual report or proxy material has been sent to security holders.

~~(a)(xxvii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-B Class A Certificates is indicated below:~~SIGNATURES

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094	5.95%	$40,715
Boston Safe Deposit and Trust Company 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	37.60%	$257,195
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	15.73%	$107,625
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607	10.93%	$74,770
SSB - Trust Custody 225 Franklin Street, M4 Boston, MA 02110	6.58%	$45,030
State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171	6.30%	$43,080

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.

~~(a)(xxviii)~~Fleet ~~Each~~Credit ~~holder~~Card ofFunding ~~record~~Trust atOn ~~February~~behalf ~~28,~~of ~~2002~~Fleet ofCredit ~~more~~Card ~~than~~Master ~~five~~Trust ~~percent~~II ~~(5%)~~Dated: ofMarch ~~the~~18, ~~Series~~2005 ~~01-B~~By: ~~Class~~/s/ BELIZABETH ~~Certificates~~BUIE isElizabeth ~~indicated~~Buie ~~below:~~Senior Vice President

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	10.42%	$5,000
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	68.75%	$33,000
SSB Bank Portfolio 1776 Heritage Dr. No. Quincy, MA 02171	20.83%	$10,000

INDEX TO EXHIBITS

(a)(xxix) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-C Class A Certificates is indicated below:

Exhibit Number	Description of Exhibit
3.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission
99.1	Supplementary Trust Data
99.2	Annual Servicer's Certificate
99.3	Reports of Independent Accountants
99.4	Reports of Management on Internal Control over the Servicing of Securitized Credit Card Receivables and on Compliance with Specified Servicing Requirements

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bank of New York (The) 925 Patterson Plank Rd Secaucus, NJ 07094	5.98%	$40,930
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	5.41%	$37,015
Boston Safe Deposit and trust Company 525 William Penn Place, Suite 3631 Pittsburgh, PA 15259	20.25%	$138,522
Investors Bank & trust Co. 200 Clarendon Street, 9th Fl Corporate Actions Unit / Top57 Boston, MA 02116	8.26%	$56,500
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	17.79%	$121,673
Northern Trust Company (The) 801 S. Canal C-IN Chicago, IL 60607	7.46%	$51,030
State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171	18.48%	$126,370

(a)(xxx) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-C Class B Certificates is indicated below:

Name and Address of Holder	Percent of Certificates Held	Dollar Amount of Certificates Held (in $1,000's)
Bankers Trust Company 648 Grassmere Park Road Nashville, TN 37211	20.83%	$10,000
Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610	10.42%	$5,000
JPMorgan Chase Bank 14201 Dallas Pkwy, 12th Fl Mail Code121 Dallas, TX 75254	6.25%	$3,000
State Street Bank and Trust Company 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171	10.42%	$5,000
SSB Bank Portfolio 1776 Heritage Dr. No. Quincy, MA 02171	52.08%	$25,000

(b) Not applicable.

Item 13. Certain Relationships and Related Transactions

Not applicable.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Supplementary Trust Data relating to performance of the Trust is being filed herewith as Exhibit 99.

(b) See Item 2.

Exhibit No.	Description of Exhibit
24	Powers of Attorney (included on signature page)
99	Supplementary Trust Data

(d) Not applicable. No annual report or proxy material has been sent to security holders.

SIGNATURES

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.

Fleet Credit Card Master Trust II

BY: Fleet Bank (RI) National Association, as Servicer

Dated: March 26, 2002

By:

Executive Vice President and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby constitute and appoint Patrick J. Coll, Paul V. Stahlin, or either of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf to sign, execute and file an Annual Report on Form 10-K under the Securities Exchange Act of 1934, as amended, for the fiscal year ended December 31, 2001 relating to Fleet Credit Card Master Trust II (formerly ADVANTA Master Credit Card Trust II) and any or all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Fleet Bank (RI), National Association, as Servicer for the Fleet Credit Card Master Trust II and in the capacities indicated on the 26th day of March, 2002.

Signature Title /s/ PATRICK J.COLL Chairman, President, Chief Executive Officer and Director Patrick J. Coll /s/ PAUL V.STAHLIN Executive Vice President and Chief Financial Officer Paul V. Stahlin /s/JOHN KIRBY BRAY Director John Kirby Bray /s/ANNE M.FINUCANE Director Anne M. Finucane /s/ROBERT B.HEDGES JR. Director Robert B. Hedges, Jr. /s/EUGENE M.MCQUADE Director Eugene M. McQuade /s/BRADFORD H.WARNER Director Bradford H. Warner

Exhibit Number	Description of Exhibit	Sequential Page Number
24	Powers of Attorney (included on signature page)	32
99	Supplementary Trust Data	34

EX-99

EXHIBIT 99

Supplementary Trust Data

1. The total amount of cash distributed to Certificateholders in 2001 per $1,000 of Certificates	$319.76
2. The total amount of the distribution set forth in paragraph l which represents principal payments on the Certificates	$267.13
3. The amount of outstanding balances in the Accounts which were 30 or more days delinquent as of the end of the December 2001 Monthly Period	$491,520,927.55
4. The total amount of the Monthly Servicing Fee paid to the Servicer by the Trust in 2001	$176,390,161.29

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