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                                                                    EXHIBIT 99.2

                        Report of Independent Accountants


To  the  Board  of  Directors  of
Bank  of  America,  N.A.  (USA)


We  have  examined  management's  assertion  that  Bank  of America, N.A. (USA),
formerly  Bank  of  America  National Association, (the "Company") maintained an
effective  system  of  internal  control  over  servicing  of  accounts and over
safeguarding  of  assets against unauthorized acquisition, use or disposition in
compliance  with  BA  Master  Credit  Card Trust Pooling and Servicing Agreement
dated  July  19,  1996,  as  amended  December 18, 1998 and including the Series
1996-A,  the  Series  1996-B,  the  Series 1997-A, the Series 1997-B, the Series
1997-C,  the  Series  1998-A,  the  Series 1998-B, the Series 1998-C, the Series
1999-A,  the  Series 1999-B and the Series 1999-C Supplements (collectively, the
"Agreement"),  between  the  Company,  as Transferor and Servicer, and U.S. Bank
National  Association,  formerly First Bank National Association, as Trustee, as
of  December  31,  1999  included  in  the  accompanying Report of Management on
Compliance  with  Pooling  and  Servicing  Agreement.  We  have  also  examined
management's  assertion  about  the Company's compliance with sections 3.01(b-d,
f),  3.02,  3.04(b), 3.05, 3.08, 3.09, 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10,  4.11,  4.12,  4.13,  4.14,  4.15,  4.16,  4.17, 4.18 and 8.08 - and as to
section 4.19 with respect to the Series 1996-B and the Series 1997-B Supplements
and  as  to section 13.05 where applicable in the previously delineated sections
and  except  for  references  from  such  sections  to a section (and references
therefrom)  not specifically delineated herein - of the Agreement for the period
January  1,  1999 to December 31, 1999 for the Series 1996-A, the Series 1996-B,
the  Series 1997-A, the Series 1997-B, the Series 1997-C, the Series 1998-A, the
Series  1998-B,  the Series 1998-C, the Series 1999-A, the Series 1999-B and the
Series  1999-C (collectively, the "Series"), included in the accompanying Report
of Management on Compliance with Pooling and Servicing Agreement.  Management is
responsible  for  the  Company's  system  of  internal control over servicing of
accounts  and  over safeguarding of assets against unauthorized acquisition, use
or  disposition  in  compliance  with  the  Agreement  (hereafter referred to as
"servicing"),  and  for  compliance  with  the  aforementioned  sections  of the
Agreement.  Our  responsibility  is  to  express  an  opinion  on  management's
assertions.

Our  examinations  were  made  in  accordance  with standards established by the
American  Institute  of  Certified Public Accountants and, accordingly, included
obtaining  an understanding of the Company's internal control over servicing and
evaluating  the  design  and  operating  effectiveness of internal control as of
December  31,  1999.  Our examinations also included examining, on a test basis,
evidence  about the Company's compliance with the aforementioned sections of the
Agreement  for  the  period
January  1,  1999  to December 31, 1999 for the Series and performing such other
procedures as we considered necessary in the circumstances.  We believe that our
examinations  provide  a  reasonable  basis  for  our  opinion.

Because  of  inherent  limitations in any internal control, misstatements due to
error  or  fraud  may  occur  and  not  be  detected.  Also,  projections of any
evaluation  of  the  internal  control  over  compliance  with  the  specified
requirements of the Agreement to future periods are subject to the risk that the
internal control may become inadequate because of changes in conditions, or that
the  degree  of  compliance  with  the  policies and procedures may deteriorate.

In our opinion, management's assertions that the Company maintained an effective
system  of  internal  control over servicing as of December 31, 1999, based upon
the  criteria  for  effective  internal  control described in Internal Control -
Integrated  Framework issued by the Committee of Sponsoring Organizations of the
Treadway  Commission,  and  that  the  Company  complied with the aforementioned
sections  of  the Agreement for the period January 1, 1999 to December 31, 1999,
are  fairly  stated,  in  all  material  respects  for  the  Series.





March  24,  2000


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           Report  of  Management  on  Credit  Card  Trust  Internal  Controls
           and  Pooling  and  Servicing  Agreement  Compliance


INTERNAL  CONTROLS

Bank  of  America National Association (USA) ("BANA"), a wholly owned subsidiary
of
BankAmerica  Corporation,  is  responsible  for  establishing  and  maintaining
effective  internal  controls over the functions performed as servicer of the BA
Master  Credit  Card  Trust  Series  1996-A, Series 1996-B, Series 1997-A Series
1997-B,  Series  1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series
1999-C  (the  "Trust").  These  controls  are  designed  to  provide  reasonable
assurance  to  BANA's  management that Trust assets are safeguarded against loss
from  unauthorized  use  or  disposition  and  that transactions are executed in
accordance  with  management's  authorization in conformity with the Pooling and
Servicing Agreement dated July 19, 1996 (the "Agreement") and the supplements to
the  Agreement  relating  to  Series 1996-A, Series 1996-B, Series 1997-A Series
1997-B,  Series  1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series
1999-C, as applicable, between BANA and U.S. Bank National Association (formerly
known  as  First  Bank National Association) and are recorded properly to permit
the  preparation  of  the  required  financial  reports.

There  are  inherent  limitations  in  any  internal  controls,  including  the
possibility  of  human  error  and  circumvention  or  overriding  of  controls.
Accordingly,  even  effective  internal  controls  can  provide  only reasonable
assurance with respect of the achievement of any objectives of internal control.
Further,  because  of  changes  in conditions, the effectiveness of the internal
controls  may  vary  over  time.

BANA has determined that the objectives of its internal controls with respect to
servicing  and  reporting  of  credit  card receivables sold to the Trust are to
provide  reasonable,  but  not  absolute  assurance  that:

      -     Funds  collected  are  appropriately  remitted  to  the  Trustee  in
            accordance  with the Agreement and the supplements to the Agreement.

      -     Trust  assets  are  segregated  from  those  retained  by  BANA  in
            accordance  with the Agreement and the supplements to the Agreement.

      -     Expenses  incurred by the Trust are properly calculated and remitted
            in  accordance  with  the  Agreement  and  the  supplements  to  the
            Agreement.

      -     The  addition  of accounts to the Trust are authorized in accordance
            with  the  Agreement  and  the  supplements  to  the  Agreement.

      -     The  removal of accounts from the Trust are authorized in accordance
            with  the  Agreement  and  the  supplements  to  the  Agreement.
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      -     Trust  assets  amortizing  out  of  the  Trust  are  calculated  in
            accordance  with the Agreement and the supplements to the Agreement.

      -     Monthly  Trust  reports  generated  in  the  form  of "Exhibits" and
            provided  to  the  Trustee  are  reviewed  by  management  prior  to
            disbursing.

      -     Monthly  Trust  reports  generated in the form of "Exhibits" contain
            all information required by the Agreement and the supplements to the
            Agreement.

BANA has assessed its internal controls over the functions performed as servicer
of  the  Trust  in  relation to these criteria. Based upon this assessment, BANA
maintained  that,  as  of  December  31,  1999,  its  internal controls over the
functions  performed  as  servicer  of  the  Trust  are  effective  in providing
reasonable  assurance  that  Trust  assets  are  safeguarded  against  loss from
unauthorized use or disposition and that transactions are executed in accordance
with  management's  authorization  in conformity with the Agreement between BANA
and  U.S.  Bank  National  Association  (formerly  known  as First Bank National
Association)  and  the supplements to the Agreement and are recorded properly to
permit  the  preparation  of  the  required Monthly Trust reports in the form of
"Exhibits".

POOLING  AND  SERVICING  AGREEMENT  COMPLIANCE

BANA  is responsible for complying with the Agreement and the provisions of each
supplement  to  the  Agreement.  BANA  assessed its compliance with the relevant
terms  and conditions of Sections 3.01(f), 3.02, 3.04, 3.05, 3.09, 4.02(a), 4.03
and  9.01 of the Agreement and Sections 3(b), 4.05(a), 4.09, 4.10 and 5.02(a) of
the  supplements  to  the  Agreement  relating  to Series 1996-A, Series 1996-B,
Series 1997-A Series 1997-B, Series 1998-A, Series 1998-B, Series 1999-A, Series
1999-B,  and  Series  1999-C  ,  as  of  December 31, 1999 and for the year then
ended.  Based  upon  this  assessment,  BANA was in compliance with the relevant
terms  and conditions identified in the Sections above for the Agreement and the
supplements  to  the Agreement. In addition, BANA did not identify any instances
of  noncompliance  in  performing  the  assessment.

March  30,  2000
                                              /s/  DAVID  M.  BELK
                                              ---------------------------------
                                              David  M.  Belk
                                              Senior  Vice  President


                                              /s/  MICHAEL  KOPP
                                             ----------------------------------
                                             Michael  Kopp
                                             Controller