## 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, 1999 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, 1999 and January 15, 2000 | Part I, Item 2     







TABLE OF CONTENTS



|PART I                                                                                        | Page
|--------------------------------------------------------------------------------------------- | ----
|Item 1. 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 10. Directors and Executive Officers of the Registrant                                   | 6   
|Item 11. Executive Compensation                                                               | 6   
|Item 12. Security Ownership of Certain Beneficial Owners and Management                       | 7   
|Item 13. Certain Relationships and Related Transactions                                       | 33  
|                                                                                             
|PART IV                                                                                      
|Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                     | 33  
|SIGNATURES                                                                                    | 34  
|EXHIBITS                                                                                      | 36  







Item 1. 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).



Item 2. Properties

The information set forth in the Current Reports on Form 8-K dated February 15, 1999 through January 15, 2000, as filed by the Registrant, is incorporated herein by reference. For the monthly period ending December 31, 1999, approximately 1.72%
of the accounts and 4.75% of the receivables were 30 days or more delinquent. The aggregate outstanding balance of such delinquent accounts was $523,872,121.82. 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 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") the Class A Floating Rate Asset Backed Certificates, Series 99-A ("Series 99-A Class A") and 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") and 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") and 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") and the Class B Floating Rate Asset Backed Certificates, Series 99-D ("Series 99-D 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 1994-B Class A  | December 31, 1999    | 362,252.69                                                                                                 | 0.00%                                              
|                       | November 30, 1999    | 733,092.52                                                                                                 | 12.00%                                             
|                       | October 31, 1999     | 906,953.75                                                                                                 | 7.42%                                              
|Series 1994-B Class B  | December 31, 1999    | 147,001.09                                                                                                 | 5.88%                                              
|                       | November 30, 1999    | 150,930.81                                                                                                 | 6.04%                                              
|                       | October 31, 1999     | 168,592.42                                                                                                 | 6.74%                                              
|Series 1995-A Class A  | December 31, 1999    | 2,945,271.91                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 2,997,054.69                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 3,320,384.30                                                                                               | 6.66%                                              
|Series 1995-A Class B  | December 31, 1999    | 173,251.29                                                                                                 | 5.94%                                              
|                       | November 30, 1999    | 172,492.36                                                                                                 | 5.91%                                              
|                       | October 31, 1999     | 192,479.89                                                                                                 | 6.60%                                              
|Series 1995-C Class A  | December 31, 1999    | 2,404,517.88                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 2,447,235.31                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 2,708,493.59                                                                                               | 6.65%                                              
|Series 1995-C Class B  | December 31, 1999    | 168,001.25                                                                                                 | 5.84%                                              
|                       | November 30, 1999    | 172,492.36                                                                                                 | 6.00%                                              
|                       | October 31, 1999     | 192,479.89                                                                                                 | 6.69%                                              
|Series 1995-D Class A1 | December 31, 1999    | 2,551,518.98                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 2,598,166.12                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 2,877,086.01                                                                                               | 6.65%                                              
|Series 1995-D Class A2 | December 31, 1999    | 252,001.87                                                                                                 | 5.93%                                              
|                       | November 30, 1999    | 253,348.15                                                                                                 | 5.96%                                              
|                       | October 31, 1999     | 282,057.89                                                                                                 | 6.64%                                              
|Series 1995-D Class B  | December 31, 1999    | 147,001.09                                                                                                 | 5.88%                                              
|                       | November 30, 1999    | 150,930.81                                                                                                 | 6.04%                                              
|                       | October 31, 1999     | 168,592.42                                                                                                 | 6.74%                                              
|Series 1995-F Class A1 | December 31, 1999    | 1,858,513.82                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 1,892,025.54                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 2,096,602.88                                                                                               | 6.65%                                              
|Series 1995-F Class A2 | December 31, 1999    | 1,863,763.86                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 1,892,025.54                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 2,096,602.88                                                                                               | 6.65%                                              
|Series 1995-F Class B  | December 31, 1999    | 220,501.64                                                                                                 | 5.93%                                              
|                       | November 30, 1999    | 231,786.60                                                                                                 | 6.23%                                              
|                       | October 31, 1999     | 250,818.40                                                                                                 | 6.74%                                              
|Series 1995-G Class A  | December 31, 1999    | 2,126,265.81                                                                                               | 0.00%                                              
|                       | November 30, 1999    | 2,166,935.23                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 2,396,576.37                                                                                               | 6.65%                                              
|Series 1995-G Class B  | December 31, 1999    | 136,501.02                                                                                                 | 5.96%                                              
|                       | November 30, 1999    | 134,759.65                                                                                                 | 5.88%                                              
|                       | October 31, 1999     | 155,268.53                                                                                                 | 6.78%                                              
|Series 1996-A Class A1 | December 31, 1999    | 1,081,508.04                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 1,099,638.77                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 1,219,189.72                                                                                               | 6.65%                                              
|Series 1996-A Class A2 | December 31, 1999    | 1,081,508.04                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 1,099,638.77                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 1,219,189.72                                                                                               | 6.65%                                              
|Series 1996-A Class B  | December 31, 1999    | 131,250.98                                                                                                 | 6.00%                                              
|                       | November 30, 1999    | 134,759.65                                                                                                 | 6.16%                                              
|                       | October 31, 1999     | 149,296.66                                                                                                 | 6.82%                                              
|Series 1996-B Class A  | December 31, 1999    | 3,192,023.74                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 3,250,402.84                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 3,597,850.48                                                                                               | 6.65%                                              
|Series 1996-B Class B  | December 31, 1999    | 204,751.52                                                                                                 | 5.96%                                              
|                       | November 30, 1999    | 204,834.67                                                                                                 | 5.96%                                              
|                       | October 31, 1999     | 228,311.09                                                                                                 | 6.64%                                              
|Series 1996-C Class A  | December 31, 1999    | 2,982,022.18                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 3,029,397.01                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 3,357,595.66                                                                                               | 6.65%                                              
|Series 1996-C Class B  | December 31, 1999    | 189,001.41                                                                                                 | 5.89%                                              
|                       | November 30, 1999    | 194,053.90                                                                                                 | 6.05%                                              
|                       | October 31, 1999     | 210,395.49                                                                                                 | 6.56%                                              
|Series 1996-D Class A  | December 31, 1999    | 2,982,022.18                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 3,029,397.01                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 3,357,595.66                                                                                               | 6.65%                                              
|Series 1996-D Class B  | December 31, 1999    | 189,001.41                                                                                                 | 5.89%                                              
|                       | November 30, 1999    | 194,053.90                                                                                                 | 6.05%                                              
|                       | October 31, 1999     | 210,395.49                                                                                                 | 6.56%                                              
|Series 1996-E Class A  | December 31, 1999    | 2,126,265.81                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 2,166,935.23                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 2,396,576.37                                                                                               | 6.65%                                              
|Series 1996-E Class B  | December 31, 1999    | 136,501.02                                                                                                 | 5.96%`                                             
|                       | November 30, 1999    | 134,759.65                                                                                                 | 5.88%                                              
|                       | October 31, 1999     | 155,268.53                                                                                                 | 6.78%                                              
|Series 1998-A Class A  | December 31, 1999    | 4,751,285.34                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 4,835,176.37                                                                                               | 6.01%                                              
|                       | October 31, 1999     | 5,357,268.51                                                                                               | 6.65%                                              
|Series 1998-A Class B  | December 31, 1999    | 425,253.16                                                                                                 | 5.92%                                              
|                       | November 30, 1999    | 431,230.89                                                                                                 | 6.00%                                              
|                       | October 31, 1999     | 475,917.94                                                                                                 | 6.62%                                              
|Series 1999-A Class A  | December 31, 1999    | 2,451,768.24                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 2,490,358.40                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 2,762,240.39                                                                                               | 6.66%                                              
|Series 1999-A Class B  | December 31, 1999    | 220,501.64                                                                                                 | 5.88%                                              
|                       | November 30, 1999    | 226,396.22                                                                                                 | 6.04%                                              
|                       | October 31, 1999     | 247,606.85                                                                                                 | 6.60%                                              
|Series 1999-B Class A  | December 31, 1999    | 2,042,265.19                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 2,075,298.66                                                                                               | 6.00%                                              
|                       | October 31, 1999     | 2,301,026.50                                                                                               | 6.65%                                              
|Series 1999-B Class B  | December 31, 1999    | 183,751.37                                                                                                 | 5.88%                                              
|                       | November 30, 1999    | 188,663.51                                                                                                 | 6.04%                                              
|                       | October 31, 1999     | 209,015.33                                                                                                 | 6.69%                                              
|Series 1999-C Class A  | December 31, 1999    | 1,244,259.25                                                                                               | 5.91%                                              
|                       | November 30, 1999    | 1,230,125.64                                                                                               | 5.84%                                              
|                       | October 31, 1999     | 0.00                                                                                                       | 0.00%                                              
|Series 1999-C Class B  | December 31, 1999    | 99,750.74                                                                                                  | 5.91%                                              
|                       | November 30, 1999    | 99,882.00                                                                                                  | 5.92%                                              
|                       | October 31, 1999     | 0.00                                                                                                       | 0.00%                                              
|Series 1999-D Class A  | December 31, 1999    | 2,404,517.88                                                                                               | 5.90%                                              
|                       | November 30, 1999    | 2,381,397.08                                                                                               | 5.84%                                              
|                       | October 31, 1999     | 0.00                                                                                                       | 0.00%                                              
|Series 1999-D Class B  | December 31, 1999    | 220,501.64                                                                                                 | 5.88%                                              
|                       | November 30, 1999    | 220,791.78                                                                                                 | 5.89%                                              
|                       | October 31, 1999     | 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) and as further amended by Amendment Number 4 to the Amended and Restated Pooling and Servicing Agreement, dated as of May 14, 1999.





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 29, 2000 there were 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, 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, six (6) holders of
record of Series 98-A Class B Certificates, twenty-two (22) holders of record of the Series 99-A Class A Certificates, one (1) holder of record of the Series 99-A Class B Certificates, fourteen (14) holders of record of the Series 99-B Class A
Certificates, two (2) holders of record of the Series 99-B Class B Certificates, nine (9) holders of record of the Series 99-C Class A Certificates, three (3) holders of record of the Series 99-C Class B Certificates, ten (10) holders of record of the
Series 99-D Class A Certificates and two (2) holders of record of the Series 99-D 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 29, 2000 of more than five percent (5%) of the Series 95-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 Rd
Secaucus, NJ 07094                                                 | 15.57%                       | $93,200                                         
|Boston Safe Deposit and Trust Co.
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 5.03%                        | $30,120                                         
|Prudential Securities Custody
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717                          | 20.05%                       | $ 120,000                                       
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171           | 50.43%                       | $ 301,830                                       





(a)(ii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-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                                  | 14.29%                       | $5,000                                          
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211 | 71.42%                       | $25,000                                         
|Citibank, N.A.
P.O. Box 30576
Tampa, FL 33630                                                     | 14.29%                       | $ 5,000                                         





(a)(iii) Each holder of record at February 29, 2000 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)
|------------------------------------------------------------------------------------------------------ | ---------------------------- | ------------------------------------------------
|Bank of New York (The)
925 Patterson Plank Rd
Secaucus, NJ 07094                                       | 16.32%                       | $79,760                                         
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211      | 7.16%                        | $35,000                                         
|Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005                             | 8.59%                        | $42,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 38.44%                       | $187,855                                        
|Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005                                     | 10.13%                       | $49,500                                         





(a)(iv) Each holder of record at February 29, 2000 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.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240 | 100.00%                      | $34,500                                         







(a)(v) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-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                                       | 8.43%                        | $43,750                                         
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211      | 14.37%                       | $74,600                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                   | 40.62%                       | $210,800                                        
|HSBC Bank USA/Republic
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243             | 7.71%                        | $40,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 11.42%                       | $59,250                                         
|U.S Bank National Association
601 Second Avenue
South Minneapolis, MN 55402                            | 5.01%                        | $26,000                                         









(a)(vi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-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 Co., N.A.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240 | 100.00%                      | $30,000                                         











(a)(vii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-F Class A1 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                                       | 17.83%                       | $67,450                                         
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211      | 7.01%                        | $26,500                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                   | 17.48%                       | $66,120                                         
|Deutsche Bank A.G.
New York Branch
31 West 52nd Street
New York, NY 10019                              | 12.25%                       | $46,335                                         
|Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607                                       | 6.91%                        | $26,150                                         
|SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110                                           | 7.80%                        | $29,500                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 7.56%                        | $28,610                                         
|                                                                                                       |                              |                                                 





(a)(viii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-F 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 Rd
Secaucus, NJ 07094                                              | 12.59%                       | $47,605                                         
|Boston Safe Deposit and Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Rm 153-3015
Pittsburgh, PA 15259 | 17.23%                       | $65,165                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                          | 24.29%                       | $91,860                                         
|HSBC Bank USA/Republic
Investment Account
One Hanson Place, Lower Level
Brooklyn. NY 11243                    | 11.90%                       | $45,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171        | 21.49%                       | $81,275                                         







(a)(ix) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 95-F 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                                  | 11.77%                       | $5,250                                          
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211 | 32.21%                       | $14,375                                         
|Fuji Bank and Trust Company (The)
2 World Trade Center, 81st Floor
New York, NY 10048             | 56.02%                       | $25,000                                         





(a)(x) Each holder of record at February 29, 2000 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
c/o BT Services Tennessee, Inc.
648 Grassmere Park Road
Nashville, TN 37211      | 18.51%                       | $40,715                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                   | 13.07%                       | $28,750                                         
|Citibank, N.A.P.O. Box 30576
Tampa, FL 33630-3576                                                      | 5.78%                        | $12,725                                         
|FUNB - Phila. Main
123 South Broad Street
Philadelphia, PA 19109                                       | 8.47%                        | $18,630                                         
|Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street LLE
Chicago, IL 60603              | 9.09%                        | $20,000                                         
|Fifth Third Bank (The)
Dept. 00850 - Proxy 38
Fountain Square Plaza
Cincinnati, OH 45263               | 14.48%                       | $31,850                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 9.66%                        | $21,250                                         





(a)(xi) Each holder of record at February 29, 2000 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                                          | 7.73%                        | $17,000                                         
|The Bank of New York/Credit Agricole
One Wall Street
New York, NY 10286                                     | 9.09%                        | $20,000                                         
|Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Rm 153-3015
Pittsburgh, PA 15259 | 18.18%                       | $40,000                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                        | 33.64%                       | $74,000                                         
|Norwest Bank Minnesota, National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056                | 12.50%                       | $27,500                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171      | 12.27%                       | $27,000                                         





(a)(xii) Each holder of record at February 29, 2000 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.
100 Wall Street
New York, NY 10005 | 100.00%                      | $26,250                                         





(a)(xiii) Each holder of record at February 29, 2000 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)
|--------------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Bankers Trust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211              | 8.95%                        | $58,050                                         
|Boston Safe Deposit and Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, Pa 15259 | 6.49%                        | $42,100                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                            | 14.94%                       | $96,915                                         
|Norwest Bank Minnesota, National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056                    | 6.78%                        | $44,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171          | 12.30%                       | $79,771                                         
|U.S. Bank National Association
MPFP 1603 Proxy Unit
601 Second Ave.
South Minneapolis, MN 55402                 | 31.60%                       | $205,000                                        









(a)(xiv) Each holder of record at February 29, 2000 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.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 39.39%                       | $16,250                                         
|Fuji Bank & Trust Co.
2 World Trade Center, 81st Floor
New York, NY 10048                                     | 60.61%                       | $25,000                                         





(a)(xv) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-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 Road
Secaucus, NJ 07094                                     | 6.71%                        | $40,617                                         
|Bankers Trust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211     | 5.22%                        | $31,600                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                   | 13.87%                       | $84,000                                         
|Norwest Bank Minnesota, National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056           | 12.06%                       | $73,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 51.15%                       | $309,683                                        





(a)(xvi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-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 Road
Secaucus, NJ 07094                          | 12.99%                       | $5,000                                          
|Fuji Bank and Trust Company (The)
2 World Trade Center, 81st Floor
New York, NY 10048       | 64.93%                       | $25,000                                         
|SSB - Bank Portfolio
1776 Heritage Dr.
Global Corp. Action Unit.
JAB5NW
N. Quincy, MA 02171 | 22.08%                       | $8,500                                          









(a)(xvii) Each holder of record at February 29, 2000 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                                              | 8.20%                        | $49,650                                         
|Boston Safe Deposit and Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 7.91%                        | $47,880                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                            | 27.41%                       | $165,960                                        
|Harris Trust & Savings Bank
Proxy Operations
111 West Monroe Street, LLE
Chicago, IL 60603                      | 7.43%                        | $45,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171          | 35.32%                       | $213,870                                        





(a)(xviii) Each holder of record at February 29, 2000 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.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240                                  | 25.97%                       | $10,000                                         
|Boston Safe Deposit and Trust Co.
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 35.07%                       | $13,500                                         
|Citibank, N.A.
P.O. Box 30576
Tampa, FL 33630-3576                                                               | 38.96%                       | $15,000                                         





(a)(xix) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-E 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                                     | 12.17%                       | $52,650                                         
|Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005                             | 5.78%                        | $25,000                                         
|Citibank, N.A.
P.O. Box 30576
Tampa, FL 33630                                                          | 9.71%                        | $42,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 49.02%                       | $212,000                                        
|Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005                                     | 7.40%                        | $32,000                                         







(a)(xx) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 96-E 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 Road
Secaucus, NJ 07094                              | 9.09%                        | $2,500                                          
|Bank One Trust Company, N.A.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240                 | 36.36%                       | $10,000                                         
|SSB - Bank Portfolio
1776 Heritage Dr.
Global Corporate Action Dept.
JAB5NW
N. Quincy, MA 02171 | 54.55%                       | $15,000                                         





(a)(xxi) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 98-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)
|-------------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Bankers Trust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211             | 10.62%                       | $102,615                                        
|Boston Safe Deposit & Trust Co.
c/o Mellon Bank, N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 7.97%                        | $77,000                                         
|Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005                                     | 5.18%                        | $50,000                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                           | 10.36%                       | $100,040                                        
|Citibank, N.A.
P.O. Box 30576
Tampa, FL 33630-3576                                                             | 9.21%                        | $89,000                                         
|Norwest Bank Minnesota, National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056                   | 5.18%                        | $50,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171         | 37.67%                       | $363,850                                        









(a)(xxii) Each holder of record at February 29, 2000 of more than five percent (5%) of the Series 98-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
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211     | 11.59%                       | $10,000                                         
|Bank One Trust Company, N.A.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240                        | 28.99%                       | $25,000                                         
|Citibank, N.A.
P.O. Box 30576
Tampa, FL 33630-3576                                                     | 23.19%                       | $20,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 8.12%                        | $7,000                                          
|SSB - Bank Portfolio
1776 Heritage Dr.
Global Corporate Action Unit
JAB5NW
N. Quincy, MA 02171         | 20.87%                       | $18,000                                         









(a)(xxiii) Each holder of record at February 29, 2000 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)
|------------------------------------------------------------------------------------------------------ | ---------------------------- | ------------------------------------------------
|Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005                             | 7.02%                        | $34,950                                         
|Citibank, N.A.
P.O. Box 30756
Tampa, FL 33630-3576                                                     | 6.02%                        | $30,000                                         
|Deutsche Bank A.G., New York Branch
31 West 52nd Street
New York, NY 10019                             | 15.96%                       | $79,500                                         
|Investors Bank & Trust/M.F. Custody
200 Clarendon Street 15th Floor
Hancock Tower Boston, MA 02116     | 9.04%                        | $45,000                                         
|Northern Trust Company (The)
801 S. Canal C-IN
Chicago, IL 60607                                       | 20.08%                       | $100,000                                        
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 32.54%                       | $162,050                                        





(a)(xxiv) Each holder of record at February 29, 2000 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                | 44.45%                       | $20,000                                         
|Bank One Trust Company, N.A.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240 | 22.22%                       | $10,000                                         
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004            | 33.33%                       | $15,000                                         





(a)(xxv) Each holder of record at February 29, 2000 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)
|------------------------------------------------------------------------------------------------------ | ---------------------------- | ------------------------------------------------
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004                                   | 45.30%                       | $188,000                                        
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171 | 43.86%                       | $182,000                                        
|Swiss American Securities, Inc.
100 Wall Street
New York, NY 10005                                     | 7.23%                        | $30,000                                         





(a)(xxvi) Each holder of record at February 29, 2000 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.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240                               | 26.67%                       | $10,000                                         
|Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 26.67%                       | $10,000                                         
|Citibank, N.A.
P.O. Box 30756
Tampa, FL 33630-3576                                                            | 46.66%                       | $17,500                                         





(a)(xxvii) Each holder of record at February 29, 2000 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)
|------------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Bank of New York (The)
925 Patterson Plank Rd
Secaucus, NJ 07094                                              | 9.95%                        | $25,150                                         
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211             | 8.43%                        | $21,310                                         
|Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259 | 8.81%                        | $22,275                                         
|SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110                                                  | 12.11%                       | $30,600                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171        | 6.05%                        | $15,295                                         
|Suntrust Bank
303 Peachtree Street, 23rd Floor
Atlanta, GA 30302                                              | 33.63%                       | $85,000                                         
|Fifth Third Bank (The)
Dept. 00850 - Proxy 38
Fountain Square Plaza
Cincinnati, OH 45263                      | 15.47%                       | $39,100                                         



(a)(xxviii) Each holder of record at February 29, 2000 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)
|-------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Chase Manhattan Bank
4 New York Plaza, 13th Floor
New York, NY 10004 | 64.20%                       | $13,000                                         
|FUNB - Phila. Main
123 South Broad Street
Philadelphia, PA 19109     | 14.81%                       | $3,000                                          
|SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110         | 20.99%                       | $4,250                                          





(a)(xxix) Each holder of record at February 29, 2000 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)
|---------------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Boston Safe Deposit & Trust Co.
c/o Mellon Bank N.A.
3 Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259    | 21.47%                       | $105,000                                        
|Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, NY 10005                                       | 6.13%                        | $30,000                                         
|Merrill Lynch, Pierce, Fenner & Smith, Inc. - Debt SEC
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855 | 6.13%                        | $30,000                                         
|State Street Bank and Trust Co.
1776 Heritage Dr.
Global Corp. Action Dept.
JAB5NW
N. Quincy, MA 02171           | 56.24%                       | $275,015                                        







(a)(xxx) Each holder of record at February 29, 2000 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)
|------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------
|Bank of New York (The)
925 Patterson Plank Rd
Secaucus, NJ 07094                                  | 55.56%                       | $25,000                                         
|Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211 | 22.22%                       | $10,000                                         
|Bank One Trust Company, N.A.
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240                   | 22.22%                       | $10,000                                         



(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 31, 2000

By: /s/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, 1999
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, 2000.

|Signature                  | Title                                                    
|-------------------------- | ---------------------------------------------------------
|*/s/Joseph W. Saunders*    | Chairman, President, Chief Executive Officer and Director
|Joseph W. Saunders        
|                          
|*/s/John Kirby Bray*       | Executive Vice President and Cheif Financial Officer     
|John Kirby Bray           
|                           |                                                          
|*/s/Michael J. Sheahan*    | Controller                                               
|Michael J. Sheahan        
|                          
|*/s/Anne Finucane*         | Director                                                 
|Anne Finucane             
|                           |                                                          
|*/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         
|                          
|*/s/Brian T. Moynihan*     | Director                                                 
|Brian T. Moynihan         
|                          
|*/s/Evelyn F. Murphy*      | Director                                                 
|Evelyn F. Murphy          
|                          
|*/s/H. Jay Sarles*         | Director                                                 
|H. Jay Sarles             





|Exhibit Number | Description of Exhibit                          | Sequential Page Number
|-------------- | ----------------------------------------------- | ----------------------
|24             | Powers of Attorney (included on signature page) | 34                    
|               |                                                 |                       
|99             | Supplementary Trust Data                        | 37