## 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

#### [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 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 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

(State or other Jurisdiction of incorporation)



05-0495490

(I.R.S. Identification No.)



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 12(b) of the Act:

|Title of each class which registered: | None
|------------------------------------- | ----
|Name of each exchange on:             | N/A 

|Securities registered pursuant to Section 12(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.





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 filed between February 15, 2001 and January 15, 2002 | Part I, Item 2     







TABLE OF CONTENTS



|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

On March 31, 2001, the Financial Accounting Standards Board's Statement of Financial Accounting Standard 140 ("SFAS 140") became effective. 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.

To 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 FCCF. Under the Receivables Purchase Agreement, Fleet (RI) sells credit card receivables to FCCF. 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 2. Properties

The information 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, approximately 1.31% of the accounts and 4.32% of the receivables were 30 days or more delinquent. The aggregate outstanding balance of such delinquent accounts was $491,520,927.55. Set forth below is certain information with respect to the Class B Floating Rate Asset Backed Certificates, 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 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"), the Class B Floating Rate Asset Backed Certificates, Series 98-A ("Series 98-A Class B"), the Class A Floating Rate Asset Backed Certificates, Series 99-A ("Series 99-A Class A"), the Class B Floating Rate Asset Backed Certificates, Series 99-A ("Series 99-A Class B"), the Class A Floating Rate 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").



|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%                                              



(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), as further amended by Amendment Number 4 to the Amended 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, 2001.





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, 2002 there were fourteen (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.

(c) Not applicable.





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 14(a) hereof.



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

Not applicable.







PART III

Item 10. Directors and Executive Officers of the Registrant

Not applicable.



Item 11. Executive Compensation

Not applicable.





Item 12. Security Ownership of Certain Beneficial Owners and Management



(a)(i) 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:

|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                                        





(a)(ii) 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:

|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                                         



(a)(iii) 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:

|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                                         



(a)(iv) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 96-A Class A2 Certificates is indicated below:

|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)(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 (in $1,000's)
|---------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Swiss American Securities, Inc.
12 East 49th Street
New York, NY 10017 | 100.00%                      | $26,250                                         



(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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)(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 (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                                         



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

|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) 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:

|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                                          







(a)(xxii) 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:

|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                                         



(a)(xxiii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 00-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                    | 22.05%                       | $10,750                                         
|Bank One Trust Company, N.A.
340 South Cleveland Ave
Building 350
Columbus, OH 43240 | 20.51%                       | $10,000                                         
|JPMorgan Chase Bank / CCSG
P.O Box 2558
Houston, TX 77252                            | 57.44%                       | $28,000                                         



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

|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                                        







(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:

|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:

|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                                        

(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:

|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                                         



(a)(xxviii) Each holder of record at February 28, 2002 of more than five percent (5%) of the Series 01-B 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 | 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                                         



(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:

|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.

(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.



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:/s/ PAUL V. STAHLIN

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