<SEQUENCE>1
[DESCRIPTION]ANNUAL REPORT


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D. C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                              ---------------------

(Mark One)
[X]      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 1998 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 Bank (RI), National Association
               (with respect to Fleet Credit Card Master Trust II)
                 (formerly ADVANTA Master Credit Card Trust II)
              -----------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

    United States of America                             05-0495490
- ----------------------------------            --------------------------------
  (State or other Jurisdiction                   (I.R.S. Identification No.)
       of incorporation)

111 Westminster Street, Providence, Rhode Island                        02903
- -----------------------------------------------------------           -----
       (Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number, including area code (401) 278-6000.

Securities registered pursuant to Section l2(b) of the Act:

                                                     Name of each exchange on
         Title of each class                             which registered

              None                                            N/A

Securities registered pursuant to Section l2(g) of the Act:

                                      None
- -----------------------------------------------------------------------------
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of 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 if 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, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K [ ].

     State the aggregate market value of the voting stock held by 
non-affiliates of the Registrant. The aggregate market value shall be 
computed by reference to the price at which the stock was sold, or the 
average bid and asked prices of such stock, as of a specified date within
60 days prior to the date of filing (See definition of affiliate in 
Rule 405): None

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


<PAGE>


                      Documents Incorporated By Reference:

     List hereunder the following documents if incorporated by reference 
and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; 
(2) Any proxy or information statement; and (3) Any prospectus filed 
pursuant to Rule 425(b) or (e) under the Securities Act of 1933. The 
listed documents should be clearly described for identification purposes 
(e.g. annual report to security holders for fiscal year ended 
December 24, 1980).

Document                                    Form 10-K Reference
- --------                                    -------------------

Current Reports on Form 8-K                 Part I, Item 2
filed between February 20, 1998
and January 15, 1999


<PAGE>


                                TABLE OF CONTENTS



                                                                          Page

PART I

      Item l.  Business....................................................1

      Item 2.  Properties..................................................1

      Item 3.  Legal Proceedings...........................................5

      Item 4.  Submission of Matters to a Vote of
                 Security Holders..........................................5

PART II

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

      Item 6.  Selected Financial Data.....................................6

      Item 7.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations.............6

      Item 8.  Financial Statements and Supplementary Data.................6

      Item 9.  Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure.......................6

PART III

      Item l0.  Directors and Executive Officers of
                 the Registrant............................................6

      Item ll. Executive Compensation......................................6

      Item l2. Security Ownership of Certain Beneficial
                   Owners and Management...................................7

      Item l3. Certain Relationships and Related
                  Transactions.............................................33

PART IV

      Item l4. Exhibits, Financial Statement Schedules,
                  and Reports on Form 8-K..................................33

      SIGNATURES...........................................................34

      EXHIBITS.............................................................36


<PAGE>


PART I

Item l.  Business
         --------
        On October 28, 1997, Advanta Corp. and Fleet Financial Group,
        Inc. ("Fleet Financial Group") entered into a Contribution
        Agreement (the "Contribution Agreement") pursuant to which they
        agreed that Advanta Corp. and certain of its subsidiaries,
        including Advanta National Bank (the "Advanta Contributors"), and
        Fleet Financial Group and certain of its subsidiaries (the "Fleet
        Contributors"), would contribute certain of the assets and
        liabilities relating to their respective consumer credit card
        businesses to a newly created Rhode Island limited liability
        company, Fleet Credit Card, LLC (the "LLC"), initially in
        exchange for a 4.99% membership interest in the LLC to the
        Advanta Contributors and 95.01% membership interest to the Fleet
        Contributors and the assumption of certain liabilities, and,
        prior to such contribution, the LLC would direct the Fleet
        Contributors and the Advanta Contributors to transfer to Fleet
        Bank (RI), National Association ("Fleet (RI)"), a national
        banking association with its principal executive office located
        in Rhode Island and a subsidiary of Fleet Financial Group,
        certain of those assets and liabilities, including their credit
        card accounts and the assets and liabilities of Advanta National
        Bank relating to the ADVANTA Credit Card Master Trust II.  On
        February 20, 1998 the Advanta Contributors and the Fleet
        Contributors transferred to Fleet Bank (RI) those assets and
        liabilities (collectively, the "Transfer").

        On February 20, 1998, immediately prior to the Transfer, Advanta
        National Bank, as seller and servicer (in such capacities, the
        "Seller" and "Servicer," respectively), and Bankers Trust Company,
        as trustee (in such capacity, the "Trustee"), entered into Amendment
        Number 3 ("Amendment Number 3") to the Amended and Restated Pooling
        and Servicing Agreement dated as of December 1, 1993 and as Amended
        and Restated on May 23, 1994 (the "Pooling and Servicing Agreement")
        between Advanta National Bank as Seller and Servicer and the Trustee
        to permit Advanta National Bank to assign and delegate to Fleet
        (RI), all of Advanta National Bank's rights and obligations under
        the Pooling and Servicing Agreement and to change the name of the
        ADVANTA Credit Card Master Trust II to the Fleet Credit Card Master
        Trust II. On February 20, 1998, immediately after Amendment Number 3
        became effective and simultaneously with the Transfer, Advanta
        National Bank, Fleet (RI), the LLC and the Trustee entered into an
        Assignment and Assumption Agreement under which (I) Advanta National
        Bank transferred to Fleet (RI), and Fleet (RI) accepted and assumed,
        all of Advanta National Bank's rights and obligations under the
        Pooling and Servicing Agreement, (ii) Fleet (RI) became Seller and
        Servicer of the Trust, (iii) Advanta National Bank was released from
        any continuing obligations under the Pooling and Servicing Agreement,
        (iv) the name of the ADVANTA Credit Card Master Trust II was changed
        to Fleet Credit Card Master Trust II, and (iv) Advanta National Bank
        and Fleet (RI) filed with the appropriate governmental authorities
        Uniform Commercial Code financing statements reflecting the transfer
        to and assumption by Fleet (RI).

							1

<PAGE>

Item 2.  Properties
         ----------


     The information set forth in the Current Reports on Form 8-K dated February
20, 1998 through January 15 1999, as filed by the Registrant, is incorporated
herein by reference. For the monthly period ending December 31, 1998,
approximately 1.61% of the accounts and 4.76% of the receivables were 30 days or
more delinquent. The aggregate outstanding balance of such delinquent accounts
was $451,240,299.21. Set forth below is certain information with respect to the
Class A Floating Rate Asset Backed Certificates, Series 94-B ("Series 94-B Class
A"), the Class B Floating Rate Asset Backed Certificates, Series 94-B ("Series
94-B Class B"), the Class A Floating Rate Asset Backed Certificates, Series 94-D
("Series 94-D Class A"), the Class B Floating Rate Asset Backed Certificates,
Series 94-D ("Series 94-D Class B"), the Class A Floating Rate Asset Backed
Certificates, Series 95-A ("Series 95-A Class A"), the Class B Floating Rate
Asset Backed Certificates, Series 95-A ("Series 95-A Class B"), the Class A
Floating Rate Asset Backed Certificates, Series 95-C ("Series 95-C Class A"),
the Class B Floating Rate Asset Backed Certificates, Series 95-C ("Series 95-C
Class B"), the Class A Floating Rate Asset Backed Certificates, Series 95-D
("Series 95-D Class A"), the Class B Floating Rate Asset Backed Certificates,
Series 95-D ("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 A Floating Rate Asset Backed Certificates, Series 95-G ("Series 95-G Class
A"), the Class B Floating Rate Asset Backed Certificates, Series 95-G ("Series
95-G 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 98-A ("Series 98-A 
Class A") and the Class B Floating Rate Asset Backed Certificates, Series 98-A 
("Series 98-A Class B").


                                       2
<PAGE>



<TABLE>
<CAPTION>
                                                        Receivables Written Off
                                                         as Uncollectible with
                                                            Respect to the            % of Receivables
                             Monthly Period             Participation Interests       Outstanding on an
       Series/Class               Ended                  of Certificateholders        Annualized Basis
       ------------               -----                  ---------------------        ----------------
       <S>                   <C>                        <C>                           <C> 

      Series 1994-B
       Class A
                              December 31, 1998             4,911,787.92                  8.93%
                              November 30, 1998             4,319,852.72                  7.85%
                              October 31, 1998              4,583,996.58                  8.33%

      Series 1994-B
       Class B
                              December 31, 1998               224,848.41                  8.99%
                              November 30, 1998               197,484.69                  7.90% 
                              October 31, 1998                208,058.41                  8.32%  

      Series 1994-D
       Class A
                              December 31, 1998                     0.00                  0.00% 
                              November 30, 1998                     0.00                  0.00%        
                              October 31, 1998                      0.00   			0.00%            

      Series 1994-D
       Class B
                              December 31, 1998                     0.00                  0.00%             
                              November 30, 1998                     0.00                  0.00%             
                              October 31, 1998                      0.00                  0.00%            

      Series 1995-A
       Class A
                              December 31, 1998             4,459,165.69                  8.94%    
                              November 30, 1998             3,916,982.50                  7.85%    
                              October 31, 1998              4,154,456.64                  8.33%    

      Series 1995-A
       Class B
                              December 31, 1998               261,443.68                  8.96%      
                              November 30, 1998               231,340.25                  7.93%      
                              October 31, 1998                241,616.22                  8.28%
   		

      Series 1995-C
       Class A
                              December 31, 1998             3,635,760.26                  8.93%     
                              November 30, 1998             3,202,083.56                  7.86%     
                              October 31, 1998              3,389,338.61                  8.32%     

      Series 1995-C
       Class B
                              December 31, 1998               259,821.70                  9.04%      
                              November 30, 1998               224,851.57                  7.82%      
                              October 31, 1998                241,616.22                  8.40%      

      Series 1995-D
       Class A1
                              December 31, 1998             3,862,000.16                  8.93%     
                              November 30, 1998             3,398,516.87                  7.86%     
                              October 31, 1998              3,605,521.55                  8.34%     

      Series 1995-D
       Class A2
                              December 31, 1998               379,502.91                  8.93%    
                              November 30, 1998               333,958.30                  7.86%      
                              October 31, 1998                354,299.81                  8.34%      

      Series 1995-D
       Class B
                              December 31, 1998               224,689.13                  8.99%      
                              November 30, 1998               197,484.69                  7.90%    
                              October 31, 1998                208,058.41                  8.32%      

      Series 1995-E
       Class A1 
                              December 31, 1998                     0.00                  0.00%   
                              November 30, 1998                     0.00                  0.00%
                              October 31, 1998                      0.00                  0.00%      

      Series 1995-E
       Class A2
                              December 31, 1998                     0.00                  0.00%  
                              November 30, 1998                     0.00                  0.00%   
                              October 31, 1998                      0.00                  0.00% 

      Series 1995-E
       Class B
                              December 31, 1998                     0.00                  0.00% 
                              November 30, 1998                     0.00                  0.00%   
                              October 31, 1998                107,384.99                  0.00%    

      Series 1995-F
       Class A1
                              December 31, 1998             2,815,057.11                  8.93%     
                              November 30, 1998             2,477,031.59                  7.86%     
                              October 31, 1998              2,624,220.59                  8.33%     

</TABLE>


                                       3

<PAGE>


<TABLE>
<CAPTION>
                                                        Receivables Written Off
                                                         as Uncollectible with
                                                            Respect to the            % of Receivables
                             Monthly Period             Participation Interests       Outstanding on an
       Series/Class               Ended                  of Certificateholders        Annualized Basis
       ------------               -----                  ---------------------        ----------------
       <S>                   <C>                        <C>                           <C> 

      Series 1995-F
       Class A2
                              December 31, 1998             2,815,057.11                  8.93%
                              November 30, 1998             2,477,031.59                  7.86%
                              October 31, 1998              2,624,220.59                  8.33%

      Series 1995-F
       Class B
                              December 31, 1998               331,708.81                  8.92% 
                              November 30, 1998               291,150.52                  7.83% 
                              October 31, 1998                308,731.83                  8.30%

      Series 1995-G
       Class A
                              December 31, 1998             3,219,733.30                  8.93% 
                              November 30, 1998             2,833,068.90                  7.86% 
                              October 31, 1998              3,000,068.04                  8.32% 

      Series 1995-G
       Class B
                              December 31, 1998               203,768.87                  8.89% 
                              November 30, 1998               178,018.65                  7.77% 
                              October 31, 1998                194,635.29                  8.49% 

      Series 1996-A
       Class A1
                              December 31, 1998             1,635,270.44                  8.92%
                              November 30, 1998             1,439,950.91                  7.85%
                              October 31, 1998              1,526,880.27                  8.33%

      Series 1996-A
       Class A2
                              December 31, 1998             1,635,270.44                  8.92% 
                              November 30, 1998             1,439,950.91                  7.85%
                              October 31, 1998              1,526,880.27                  8.33% 

      Series 1996-A
       Class B
                              December 31, 1998               196,742.36                  8.99%   
                              November 30, 1998               171,529.97                  7.84%  
                              October 31, 1998                181,212.16                  8.28% 

      Series 1996-B
       Class A
                              December 31, 1998             4,827,629.04                  8.93%
                              November 30, 1998             4,247,065.09                  7.86%  
                              October 31, 1998              4,503,457.84                  8.33%  

      Series 1996-B
       Class B
                              December 31, 1998               309,007.29                  8.99%   
                              November 30, 1998               270,272.32                  7.86% 
                              October 31, 1998                288,597.15                  8.40%   

      Series 1996-C
       Class A
                              December 31, 1998             4,509,813.98                  8.94%
                              November 30, 1998             3,963,815.41                  7.86% 
                              October 31, 1998              4,201,437.57                  8.33%

      Series 1996-C
       Class B
                              December 31, 1998               288,087.02                  8.98%
                              November 30, 1998               250,806.28                  7.82%
                              October 31, 1998                268,462.46                  8.37%

      Series 1996-D
       Class A
                              December 31, 1998             4,509,813.98                  8.94% 
                              November 30, 1998             3,963,815.41                  7.86%
                              October 31, 1998              4,201,437.57                  8.33%

      Series 1996-D
       Class B
                              December 31, 1998               288,087.02                  8.98%
                              November 30, 1998               250,806.28                  7.82% 
                              October 31, 1998                268,462.46                  8.37%

</TABLE>


                                       4

<PAGE>

<TABLE>
<CAPTION>
                                                        Receivables Written Off
                                                         as Uncollectible with
                                                            Respect to the            % of Receivables
                             Monthly Period             Participation Interests       Outstanding on an
       Series/Class               Ended                  of Certificateholders        Annualized Basis
       ------------               -----                  ---------------------        ----------------
       <S>                   <C>                        <C>                           <C> 
      Series 1996-E
       Class A
                              December 31, 1998             3,219,733.30                  8.93%  
                              November 30, 1998             2,833,068.90                  7.86%  
                              October 31, 1998              3,000,068.04                  8.32%   

      Series 1996-E
       Class B
                              December 31, 1998               203,768.87                  8.89% 
                              November 30, 1998               178,018.65                  7.77%  
                              October 31, 1998                194,635.29                  8.49%   

      Series 1998-A
       Class A
                              December 31, 1998             7,192,606.90                  8.93%  
                              November 30, 1998             6,321,226.46                  7.85%
                              October 31, 1998              6,704,850.05                  8.33%

      Series 1998-A
       Class B
                              December 31, 1998               640,875.37                  8.92%   
                              November 30, 1998               567,911.52                  7.90% 
                              October 31, 1998                597,328.98                  8.31%
</TABLE>

(Certain terms used but not defined in 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 Registration 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.  Amendment Number 3 to the Amended and Restated Pooling and Servicing
Agreement dated February 20,1998, was filed with the Securities and Exchange
Commission as Exhibit 4.1 of the Form 8-K dated March 10, 1998).


                                       5

<PAGE>



Item 3.  Legal Proceedings

     There are 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 Agreement.

Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.

PART II

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

     (a)  There is no established public trading market for the Certificates.
  
     (b)  At February 28, 1999 there were thirteen (13) holders of record of
          the Series 94-B Class A Certificates, three (3) holders of record of
          the Series 94-B Class B Certificates, nine (9) holders of record of
          the Series 95-A Class A Certificates, three (3) holders of record of 
          the Series 95-A Class B Certificates, eleven (11) holders of record 
          of the Series 95-C Class A Certificates, one (1) holder of record of 
          the Series 95-C Class B Certificates, thirteen (13) holders of record 
          of the Series 95-D Class A Certificates, one (1) holder of record of 
          the Series 95-D Class B Certificates, thirty-five (35) holders of 
          record of the Series 95-F Class A1 Certificates, twenty-four (24) 
          holders of record of the Series 95-F Class A2 Certificates, three 
          (3) holders of record of the Series 95-F Class B Certificates, six 
          (6) holders of record of the Series 95-G Class A Certificates, one 
          (1) holder of record of the Series 95-G Class B Certificates, 
          twenty-two (22) holders of record of the Series 96-A Class A1 
          Certificates, eight (8) holders of record of the Series 96-A Class 
          A2 Certificates, one (1) holder of record of the Series 96-A Class B 
          Certificates, fourteen (14) holders of record of the Series 96-B 
          Class A Certificates, two (2) holders of record of the Series 96-B 
          Class B Certificates, nine (9) holders of record of the Series 96-C 
          Class A Certificates, three (3) holders of record of the Series 96-C 
          Class B Certificates, ten (10) holders of record of the Series 96-D 
          Class A Certificates, two (2) holders of record of the Series 96-D 
          Class B Certificates, eight (8) holders of record of Series 96-E 
          Class A Certificates, three (3) holders of record of Series 96-E 
          Class B Certificates, twenty (20) holders of record of Series 98-A 
          Class A Certificates and six (6) holders of record of Series 98-A 
          Class B Certificates.
 

     (c)  Not applicable.

                                        6
<PAGE>



Item 6.  Selected Financial Data

         Not applicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

         Not applicable.

Item 8.  Financial Statements and Supplementary Data

         See the Supplementary Trust Data relating to the performance of the
Trust filed as Exhibit 99 under Item l4(a) hereof.

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

         Not applicable.

PART III

Item l0. Directors and Executive Officers of the Registrant

         Not applicable.


Item ll. Executive Compensation

         Not applicable.

                                       7
<PAGE>

Item l2. Security Ownership of Certain Beneficial Owners and Management

(a)(i)   Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 94-B Class A Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates  
                                      of Certificates                 Held      
  Name and Address of Holder               Held                   (in $1,000's) 
- -------------------------------    --------------------          -------------

Bank of New York (The)                      9.28%                   $ 61,225
925 Patterson Plank Rd                                         
Secaucus, NJ 07094                                               


Bankers Trust Company                      27.52%                  $ 181,655
c/o BT Svcs Tennessee Inc.                                        
648 Grassmere Park Drive                                          
Nashville, TN  37211                                              


Chase Manhattan Bank                       39.10%                  $ 258,050
4 New York Plaza, 13th Floor                                       
New York, NY  10004                                               


Prudential Securities Custody              14.43%                   $ 95,235
c/o ADP Proxy Services                                         
51 Mercedes Way                                                 
Edgewood, NY 11717                                     
                                           
                                      8

<PAGE>



(a)(ii)  Each holder of record at February 28, 1999 of more than five
         percent (5%) of the Series 94-B Class B Certificates is indicated
         below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          -------------

Bank of New York (The)                     33.33%                   $ 10,000
925 Patterson Plank Rd                                         
Secaucus, NJ 07094  


Chase Manhattan Bank                       58.33%                    $17,500  
4 New York Plaza, 13th Floor                                       
New York, NY  10004     


Chase Securities Inc.                       8.33%                     $2,500
55 Water Street, Room 434
New York, NY 10041

                                       9
<PAGE>



(a)(v) Each holder of record at February 28, 1999 of more than five percent (5%)
       of the Series 95-A Class A Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          -------------

Bank of New York                           30.61%                    $183,200
925 Patterson Plank Road
Secaucus, NJ  07094

Boston Safe Deposit and Trust Co.           5.03%                    $ 30,120
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259


State Street Bank and Trust Co.            53.77%                    $321,830
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                      10

<PAGE>



(a)(vi) Each holder of record at February 28, 1999 of more than five percent
       (5%) of the Series 95-A Class B Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          -------------

Bank of New York (The)                     14.29%                     $ 5,000
925 Patterson Plank Rd.
Secaucus, NJ 07094


Bankers Trust Company                      71.43%                     $25,000
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211


Citibank, N.A.                             14.29%                      $5,000
P.O. Box 30576
Tampa, FL 33630


                                      11

<PAGE>



(a)(vii) Each holder of record at February 28, 1999 of more than five percent
        (5%) of the Series 95-C Class A Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          -------------

Bank of New York                            8.14%                   $ 39,760
925 Patterson Plank Road
Secaucus, NJ 07094


Bankers Trust                              13.30%                   $ 65,000
c/o BT Services Tennessee, Inc
648 Grassmere Park Dr.
Nashville, TN 37211


Boston Safe Deposit And Trust Co.          15.43%                   $ 75,400
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259


Brown Brothers Harriman & Co.               8.59%                   $ 42,000
63 Wall Street, 8th Floor
New York, NY 10005


Chase Manhattan Bank                       10.21%                   $ 49,905
4 New York Plaza, 13th Floor
New York, NY 10004


State Street Bank and Trust Co.            26.79%                   $130,950  
Global Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105


Swiss American Securities, Inc.            11.05%                   $ 54,000 
100 Wall Street
New York, NY 10005


                                       12

<PAGE>



(a)(viii) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 95-C Class B Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          -------------

NBD Bank                                    100.00%                  $34,500
Attn: Securities Dept.
611 Woodward Ave.
Detroit, MI 48226


                                       13

<PAGE>



(a)(ix) Each holder of record at February 28, 1999 of more than five percent
       (5%) of the Series 95-D Class A Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          -------------

Bank of New York (The)                     15.58%                   $ 80,850
925 Patterson Plank Rd.
Secaucus, NJ 07094

Bankers Trust Company                      12.79%                   $ 66,400
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211

Chase Manhattan Bank                       38.54%                   $200,000
4 New York Plaza, 13th Floor
New York, NY 10004

Republic National Bank of New York          7.71%                   $ 40,000
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY  11243

State Street Bank and Trust Co.            11.59%                   $ 60,150
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                       14

<PAGE>


(a)(x)   Each holder at February 28, 1999 of more than five percent (5%) of the
         Series 95-D Class B Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

NBD Bank                                   100.00%                  $30,000
Attn: Securities Dept.
611 Woodward Ave.
Detroit, MI 48226


                                       15


<PAGE>


(a)(xi) Each holder of record at February 28, 1999 of more than five percent
        (5%) of the Series 95-F Class A1 Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                      7.19%                    $27,200
925 Patterson Plank Road
Secaucus, NJ  07094

Bankers Trust Company                      15.31%                    $57,900
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN  37211

Boston Safe Deposit and Trust Co.          14.28%                    $54,000
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259

Chase Manhattan Bank                       13.13%                    $49,670
4 New York Plaza, 13th Floor
New York, NY  10004

Deutsche Bank A.G. New York Branch         11.72%                    $44,335
31 West 52nd Street
New York, NY 10019

Northern Trust Company (The)                8.50%                    $32,150
801 S. Canal C-IN
Chicago, IL 60607

State Street Bank and Trust Co.             9.79%                    $37,025 
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                       16

<PAGE>


(a)(xii) Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 95-F Class A2 Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York                           20.98%                    $ 79,350
925 Patterson Plank Road
Secaucus, NJ 07094

Boston Safe Deposit and Trust Co.          17.04%                    $ 64,460
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259

Chase Manhattan Bank                       16.24%                    $ 61,440
4 New York Plaza, 13th Floor
New York, NY 10004

Citibank, N.A.                              6.66%                    $ 25,210
P.O. Box 30576
Tampa, FL 33630

Republic National Bank of New York         11.90%                    $ 45,000
Investment Account
1 Hanson Place, Lower Level
Brooklyn. NY 11243

State Street Bank and Trust Co.            15.06%                    $ 56,950
Global Corp. Action Dept. JAB5W
P.P Box 1631
Boston, MA. 02105


                                       17

<PAGE>


(a)(xiii) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 95-F Class B Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                     11.76%                   $ 5,250
925 Patterson Plank Rd.
Secaucus, NJ 07094

BT/Inv AC                                  32.21%                   $14,375
16 Wall Street, 5th Floor
New York, NY  10005

Fuji Bank                                  56.02%                   $25,000
2 World Trade Center, 81st Floor
New York, NY  10048


                                       18
<PAGE>


(a)(xiv) Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 95-G Class A Certificates is indicated below:



                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                       8.67%                  $ 37,500
925 Patterson Plank Rd.
Secaucus, NJ 07094

Brown Brothers Harriman & Co.               12.72%                  $ 55,000
63 Wall Street, 8th Floor
New York, NY 10005

Bankers Trust Company                       11.56%                  $ 50,000
Dealers Clearance Account #2     
16 Wall Street
New York, NY 10005

Chase Manhattan Bank                        20.81%                  $ 90,000
4 New York Plaza, 13th Floor
New York, NY 10004

Citibank, N.A.                              11.56%                  $ 50,000
P.O. Box 30576
Tampa, FL 33630

Prudential Securities                       34.68%                  $150,000
c/o ADP Proxy Services
51 Mercedes Way 
Edgewood, NY 11717


                                       19

<PAGE>


(a)(xv) Each holder of record at February 28, 1999 of more than five percent
        (5%) of the Series 95-G Class B Certificates is indicated below:

                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Chase Manhattan Bank                       100.00%                  $27,500
4 New York Plaza, 13th Floor
New York, NY 10004

                                       20


<PAGE>


(a)(xvi) Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 96-A Class A1 Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York                           10.70%                   $23,545
925 Patterson Plank Road
Secaucus, NJ 07094

Bankers Trust Company                      25.50%                   $56,095
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211

Chase Manhattan Bank                       19.59%                   $43,100
4 New York Plaza, 13th Floor
New York, NY 10004
 
FUNB - Phila. Main                          6.20%                   $13,630
530 Walnut Street
FC1-9-81-48
Philadelphia, PA 19101

Northern Trust Company (The)                5.57%                   $12,250
801 S. Canal C-IN
Chicago, IL 60607

State Street Bank and Trust Co.            16.72%                   $36,775
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                       21
<PAGE>


(a)(xvii) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 96-A Class A2 Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                    13.64%                   $ 30,000
925 Patterson Plank Road
Secaucus, NJ 07094

Chase Manhattan Bank                      35.91%                   $ 79,000
4 New York Plaza, 13th Floor
New York, NY 10004

Citibank, N.A.                            21.59%                   $ 47,500
P.O. Box 30756
Tampa, FL 33630

Credit Suisse First Boston Corp.          15.45%                   $ 34,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717

State Street Bank and Trust Co.            9.09%                   $ 20,000 
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                       22
<PAGE>


(a)(xviii) Each holder of record at February 28, 1999 of more than five percent
           (5%) of the Series 96-A Class B Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Swiss American Securities, Inc.            100.00%                  $26,250
100 Wall Street
New York, NY 10005


                                       23

<PAGE>


(a)(xix) Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 96-B Class A Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bankers Trust Company                      12.89%                    $ 83,610
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211

Chase Manhattan Bank                       18.04%                    $117,026
4 New York Plaza, 13th Floor
New York, NY 10004

Citibank, N.A.                             13.72%                    $ 89,000
P.O. Box 30576
Tampa, FL 33630

U.S. Bank National Association             31.60%                    $205,000
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402


                                       24
<PAGE>


(a)(xx) Each holder of record at February 28, 1999 of more than five percent
        (5%) of the Series 96-B Class B Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Boston Safe Deposit & Trust Co.            39.39%                   $16,250
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room, 153-3015
Pittsburgh, PA 15259

Fuji Bank & Trust Co.                      60.61%                   $25,000
2 World Bank Center, 81st Floor
New York, NY 10048

                                       25
<PAGE>


(a)(xxi) Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 96-C Class A Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                      7.84%                   $ 47,500
925 Patterson Plank Road                                           
Secaucus, NJ 07094                                                 
                                                                   
Chase Manhattan Bank                       16.66%                   $100,900
4 New York Plaza, 13th Floor                                  
New York, NY 10004                                                
                                                                   
Citibank, N.A.                             23.12%                   $140,000
P.O. Box 30576                                                   
Tampa, FL 33630          
                                                                   
State Street Bank and Trust Co.            40.72%                   $246,575
Global Corp. Action Dept. JAB5W                                  
P.P. Box 1631
Boston, MA 02105

                                       26

<PAGE>


(a)(xxii) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 96-C Class B Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                     12.99%                   $ 5,000
925 Patterson Plank Road
Secaucus, NJ 07094

Bankers Trust Company                      22.08%                   $ 8,500
Corporate Clearance A/C #16
130 Liberty Street 
New York, NY 10006

Fuji Bank and Trust Company (The)          64.94%                   $25,000
2 World Trade Center, 81st Floor
New York, NY 10048

                                       27
<PAGE>


(a)(xxiii) Each holder of record at February 28, 1998 of more than five percent
           (5%) of the Series 96-D Class A Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                      9.54%                   $ 57,750
925 Patterson Plank Road
Secaucus, NJ 07094

Chase Manhattan Bank                       25.24%                   $152,830
4 New York Plaza, 13th Floor
New York, NY 10004

Harris Trust & Savings Bank                14.53%                   $ 88,000
Proxy Operations
111 West Monroe Street, LLE
Chicago, IL 60603

State Street Bank and Trust Co.             9.22%                   $ 55,810
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105

Warburg Dillon Reed LLC                    33.03%                   $200,000
677 Washington Blvd
Stamford, CT 06901


                                       28

<PAGE>


(a)(xxiv) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 96-D Class B Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

ABN AMRO Incorporated                      64.94%                   $25,000
Bond Trading
181 W. Madison
Chicago, IL 60603

Boston Safe Deposit & Trust                35.06%                   $13,500
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259


                                       29
<PAGE>


(a)(xxv) Each holder of record at February 28, 1999 of more than five percent
         (5%) of the Series 96-E Class A Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Brown Brothers Harriman & Co.               5.78%                   $ 25,000
63 Wall Street, 8th Floor
New York, NY 10005

Chase Manhattan Bank                       32.31%                   $139,750
4 New York Plaza, 13th Floor
New York, NY 10004

Citibank, N.A.                             19.42%                   $ 84,000
P.O. Box 30576
Tampa, FL 33630

J.P. Morgan Securities Inc.                 5.78%                   $ 25,000
Asset Backed
500 Stanton Christiana Road
Newark, DE 19713

State Street Bank and Trust Co.            28.32%                   $122,500 
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                       30

<PAGE>


(a)(xxvi) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 96-E Class B Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York (The)                      9.09%                   $ 2,500
925 Patterson Plank Road
Secaucus, NJ 07094

NBD Bank                                   36.36%                   $10,000
Attn: Securities Dept.
611 Woodward Avenue
Detroit, MI 48226

SSB - Bank Portfolio                       54.55%                   $15,000
225 Franklin Street
Boston, MA 02110


                                       31

<PAGE>


(a)(xxvii) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 98-A Class A Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bankers Trust Company                      12.70%                  $122,725
c/o BT Services Tennessee
648 Grassmere Park Drive
Nashville, TN 37211

BNY/ITC Dealers Clearance Special           5.18%                  $ 50,000
c/o Schapiro & Co. In.
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005

Brown Brothers Harriman & Co.               9.32%                  $ 90,000
63 Wall Street, 8th Floor
New York, NY 10005

Chase Manhattan Bank                        7.76%                  $ 75,000
4 New York Plaza, 13th Floor 
New York, NY 10004

Citibank, N.A.                             15.01%                  $145,000
P.O. Box 30576
Tampa, FL 33630

State Street Bank and Trust Co.            36.66%                  $354,110
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105


                                       32

<PAGE>


(a)(xxviii) Each holder of record at February 28, 1999 of more than five percent
          (5%) of the Series 98-A Class B Certificates is indicated below:


                                                                  Dollar Amount
                                                                       of
                                         Percent                  Certificates 
                                      of Certificates                 Held     
  Name and Address of Holder               Held                   (in $1,000's)
- -------------------------------    --------------------          ------------

Bank of New York/                           8.12%                   $ 7,000
Barclays De Zoete Wedd Securities
One Wall Street, 4th Floor
New York, NY 10286

Bankers Trust Company                       6.09%                   $ 5,250
Corporate Clearance A/C #16
130 Liberty Street
New York, NY 10006

Chase Manhattan Bank                       17.39%                   $15,000
4 New York Plaza, 13th Floor
New York, NY 10005

Citibank, N.A                              18.55%                   $16,000
P.O. Box 30576
Tampa, FL 33630

NBD Bank                                   28.99%                   $25,000
Attn:  Securities Dept.
611 Woodward Avenue
Detroit, MI 48226

SSB Bank Portfolio                         20.87%                   $18,000
225 Franklin Street
Boston, MA 02110

                                       33

<PAGE>


(b)      Not applicable.

(c)      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.

         (c)       Exhibits

                       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.


                                       34

<PAGE>


                                   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 31, 1999                         By:  /s/ John Kirby Bray
                                                    --------------------
                                                    John Kirby Bray
                                                    Executive Vice President and
                                                    Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby
constitute and appoint Joseph W. Saunders, John Kirby Bray, 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, 1998 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 31st day of March, 1999.

         Signature                     Title


/s/ Joseph W. Saunders                 Chairman, President, Chief Executive
- -------------------------            Officer and Director
Joseph W. Saunders

/s/ John Kirby Bray                    Executive Vice President and
- -------------------------            Principal Financial Officer
John Kirby Bray


/s/ Michael J. Sheahan                 Controller and Principal Accounting
- -------------------------            Officer
Michael J. Sheahan


/s/ Robert B. Hedges, Jr.              Director
- -------------------------            
Robert B. Hedges, Jr.


/s/ V. Duncan Johnson                  Director
- -------------------------            
V. Duncan Johnson


/s/ Eugene M. McQuade                  Director
- -------------------------              
Eugene M. McQuade


                                       35

<PAGE>


/s/ Brian T. Moynihan                  Director
- -------------------------              
Brian T. Moynihan


/s/ Evelyn F. Murphy                   Director
- -------------------------              
Evelyn F. Murphy


/s/ H. Jay Sarles                      Director
- -------------------------             
H. Jay Sarles


/s/ Hayden D. Watson                   Director
- -------------------------              
Hayden D. Watson


/s/ Michael R. Zucchini                Director
- -------------------------             
Michael R. Zucchini


                                       36

<PAGE>



                                INDEX TO EXHIBITS



           Exhibit                 Description of             Sequential Page
           Number                     Exhibit                      Number
- ------------------------------------------------------------------------------

             24           Powers of Attorney                         34
                          (included on signature page)

             99           Supplementary Trust Data                   37




                                       37