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

                   For the fiscal year ended December 31, 2002

                        COMMISSION FILE NUMBER: 333-4152

  Bank of America, National Association (USA) (as Servicer and on behalf of the
  -----------------------------------------------------------------------------
                          BA Master Credit Card Trust)
                          ----------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


United  States  of  America                                          86-0645265
---------------------------                                          ----------
(STATE  OR  OTHER JURISDICTION OF                           (I.R.S. EMPLOYER ID)
INCORPORATION)


1825  East  Buckeye  Road,  Phoenix,  Arizona                             85034
---------------------------------------------                             -----
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)                         (ZIP CODE)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE           (888)279-3457

SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(B)  OF  THE  ACT:       None.

SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(G)  OF  THE  ACT:

          Class  A  Series  1998-A  Floating  Rate  Asset  Backed  Certificates
          Class  B  Series  1998-A  Floating  Rate  Asset  Backed  Certificates
          Class  A  Series  1998-B  Floating  Rate  Asset  Backed  Certificates
          Class  B  Series  1998-B  Floating  Rate  Asset  Backed  Certificates
          Class  A  Series  1999-A  Floating  Rate  Asset  Backed  Certificates
          Class  B  Series  1999-A  Floating  Rate  Asset  Backed  Certificates
          Class  A  Series  1999-C  Floating  Rate  Asset  Backed  Certificates
          Class  B  Series  1999-C  Floating  Rate  Asset  Backed  Certificates
          Class  A  Series  2001-A  Floating  Rate  Asset  Backed  Certificates
          Class  B  Series  2001-A  Floating  Rate  Asset  Backed  Certificates


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 and 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  the  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.  [X].

Indicated  by  check  mark whether  the  registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).  Yes  [  ]  No  [X].

State the aggregate market value of the  voting  and  non-voting  common equity
held by non-affiliates computed by reference to the price  at which the  common
equity was last  sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed  second
fiscal quarter.  None.

                   Documents Incorporated by Reference.  None.

<PAGE>
                                     PART  I
                                     -------

Item  1.     Business
             --------

             Not  Applicable.


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

             Not  Applicable.


Item  3.     Legal  Proceedings
             ------------------

             Not  Applicable.


Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
             -----------------------------------------------------------
             Not  Applicable.

                                    PART  II
                                    --------

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

             The  certificates  representing investors'  interests  in  the  BA
             Master  Credit  Card  Trust  are  represented  by  one  or  more
             Certificates  registered  in the name of Cede  &  Co., the nominee
             of  the Depository  Trust  Company.  The  number  of  direct  DTC
             participants  shown  as  holding  beneficial  ownership  interests
             in  the certificates  is  84  as  of  December  31,  2002.

             To  the best knowledge of the registrant, there is no established
             public trading market  for  the  Certificates.


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

             Not  Applicable.


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

             Not  Applicable.


Item  7A.    Quantitative  and  Qualitative  Disclosures  About  Market  Risk
             ----------------------------------------------------------------

             Not  Applicable.


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

             Not  Applicable.


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

             Not  Applicable.

<PAGE>
                                    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 and
             ------------------------------------------------------------------
             Related  Stockholder  Matters
             -----------------------------

             The Certificates of each Class representing investors' interests
             in the BA Master Credit Card Trust are represented by one or more
             Certificates registered in the name of Cede & Co., the nominee of
             the Depository Trust Company  ("DTC"). An  investor  holding  an
             interest in  the BA Master Credit Card Trust is not entitled to
             receive a certificate representing such interest except in certain
             limited circumstances.  Accordingly, Cede & Co. is the sole holder
             of record of the Certificates, which it held on behalf of brokers,
             dealers, banks and other direct  participants  in  the  DTC system
             at  December  31,  2002. Such direct participants may hold
             Certificates for their own accounts or for the accounts of their
             customers.  At  December  31, 2002, the following direct DTC
             participants held  positions  in  the  Certificates  representing
             interests in the BA Master Credit Card Trust equal to or exceeding
             5% of the total principal amount of the Certificates  of  each
             Class  outstanding  on  the  date:


SERIES  1998-A
CLASS  A

Participant                                       Quantity          Percentage
-----------------------------------               ------------      ----------
State  Street  Bank  and  Trust  Company          $157,750,000      24.32%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------
Deutsche  Bank  Trust  Company  Americas          $145,375,000      22.41%
638  Grassmere  Park  Road
Nashville,  TN  37211
------------------------------------
Citibank,  N.A.                                   $118,285,000      18.23%
3800  Citibank  Center  B3-15
Tampa,  FL  33610
------------------------------------
JP  Morgan  Chase  Bank                           $  68,885,000     10.62%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Bank  of  New  York                               $  62,295,000     9.60%
One  Wall  Street
New  York,  NY  10286
------------------------------------



<PAGE>
SERIES  1998-A
CLASS  B

Participant                                       Quantity          Percentage
------------------------------------              ------------      ----------
Citibank,  N.A.                                   $  15,250,000     36.97%
3800  Citibank  Center  B3-15
Tampa,  FL  33610
------------------------------------
Bank  of  New  York                               $  10,000,000     24.24%
One  Wall  Street
New  York,  NY  10286
------------------------------------
JP  Morgan  Chase  Bank                           $  7,560,000      18.33%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
State  Street  Bank  and  Trust  Company          $  6,035,000      14.63%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------



SERIES  1998-B
CLASS  A

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
JP  Morgan  Chase  Bank                           $300,000,000      46.24%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Citibank,  N.A.                                   $104,505,000      16.11%
3800  Citibank  Center  B3-15
Tampa,  FL  33610
------------------------------------
Bank  of  New  York                               $  62,500,000     9.63%
One  Wall  Street
New  York,  NY  10286
-------------------------------------
Merrill  Lynch,  Pierce  Fenner  &                $  62,500,000     9.63%
Smith  Safekeeping
4  Corporate  Place
Piscataway,  NJ  08854
------------------------------------
State  Street  Bank  and  Trust  Company          $  47,000,000     7.24%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------
Wells  Fargo  Bank  Minnesota,  N.A.              $  44,000,000     6.78%
51  Mercedes  Way
Edgewood,  NY  11717
------------------------------------


<PAGE>

SERIES  1998-B
CLASS  B

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
JP  Morgan  Chase  Bank                           $  21,250,000     51.52%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Deutsche  Bank  Trust  Company  Americas          $  13,000,000     31.52%
638  Grassmere  Park  Road
Nashville,  TN  37211
------------------------------------
Bank  One  Trust  Company,  N.A.                  $  5,000,000      12.12%
340  South  Cleveland  Ave.
Columbus,  OH  43240
------------------------------------



SERIES  1999-A
CLASS  A

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
State  Street  Bank  and  Trust  Company          $286,000,000      66.13%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------
Citibank,  N.A.                                   $100,000,000      23.12%
3800  Citibank  Center  B3-15
Tampa,  FL  33610
------------------------------------
Deutsche  Bank  Trust  Company  Americas          $  30,000,000     6.94%
638  Grassmere  Park  Road
Nashville,  TN  37211
------------------------------------



SERIES  1999-A
CLASS  B

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
JP  Morgan  Chase  Bank                           $  18,750,000     68.18%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Bank  One  Trust  Company,  N.A.                  $  8,750,000      31.82%
340  South  Cleveland  Ave.
Columbus,  OH  43240
------------------------------------

<PAGE>


SERIES  1999-C
CLASS  A

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
State  Street  Bank  and  Trust  Company          $107,700,000      24.90%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------
Bank  of  New  York                               $105,000,000      24.28%
One  Wall  Street
New  York,  NY  10286
------------------------------------
JP  Morgan  Chase  Bank                           $  85,000,000     19.65%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Brown  Brothers  Harriman  &  Co                  $  45,000,000     10.40%
63  Wall  Street
New  York,  NY  10286
------------------------------------
Wachovia  Bank  N.A.  Phila.  Main                $  30,000,000     6.94%
530  Walnut  Street  1st  Floor
Philadelphia,  PA  19101
------------------------------------
U.S.  Bank  N.A.                                  $  29,800,000     6.89%
1555  N.  Rivercenter  Dr.  Suite  0300
Milwaukee,  WI  53212
------------------------------------



SERIES  1999-C
CLASS  B

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
Bank  One  Trust  Company,  N.A.                  $  14,000,000     50.91%
340  South  Cleveland  Ave.
Columbus,  OH  43240
------------------------------------
Citibank,  N.A.
3800  Citibank  Center  B3-15                     $  8,500,000      30.91%
Tampa,  FL  33610
------------------------------------
JP  Morgan  Chase  Bank                           $  5,000,000      18.18%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------

<PAGE>
SERIES  2001-A
CLASS  A

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
JP  Morgan  Chase  Bank                           $216,255,000      31.07%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Boston  Safe  Deposit  and  Trust  Company        $202,860,000      29.15%
525  William  Penn  Place  Suite  3148
Pittsburgh,  PA  15259
------------------------------------
State  Street  Bank  and  Trust  Company          $  98,355,000     14.13%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------
Citibank,  N.A.                                   $  45,715,000     6.57%
3800  Citibank  Center  B3-15
Tampa,  FL  33610
------------------------------------
Bank  of  New  York                               $  44,343,000     6.37%
One  Wall  Street
New  York,  NY  10286
------------------------------------
Deutsche  Bank  Trust  Company  Americas          $  41,765,000     6.00%
638  Grassmere  Park  Road
Nashville,  TN  37211
------------------------------------


SERIES  2001-A
CLASS  B

Participant                                       Quantity          Percentage
------------------------------------              ------------      -----------
JP  Morgan  Chase  Bank                           $  22,000,000     55.00%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Bank  of  New  York                               $  18,000,000     45.00%
One  Wall  Street
New  York,  NY  10286
------------------------------------

The  address  of  Cede  &  Co.  is:
Cede  &  Co.
C/O  The  Depository  Trust  Company
55  Water  Street
New  York,  NY  10041


Item  13.     Certain  Relations  and  Related  Transactions
              ----------------------------------------------

              Not  Applicable.


Item  14.     Controls  and  Procedures
              -------------------------

              Not  Applicable.

<PAGE>


                                    PART  IV
                                    --------


Item  15.     Exhibits, Financial Statements Schedules, and Reports on Form 8-K
              -----------------------------------------------------------------

              (a)  The following  documents  are  filed as part of this report.

                   1.     Not  applicable.

                   2.     Not  applicable

                   3.     Exhibits
                          99.1     Annual  Servicer's  Certificate
                          99.2     Report  of  Independent  Accountants
                          99.3     Report  of  Management  on  Compliance  with
                                   Pooling  and Servicing  Agreement


              (b)  Reports  on  Form  8-K.

                   As  Servicer  and on behalf of the BA Master Credit Card
                   Trust, Bank of America, National  Association (USA) filed a
                   Current Report on Form 8-K pursuant to Items 5 and 7 for the
                   following monthly distribution dates during 2002, including
                   the Certificateholders'  Statements for each due period
                   provided to US Bank National Association,  as  Trustee.


                           DATE OF REPORTS ON FORM 8-K
                           ---------------------------

                                January 15, 2002
                                February 15, 2002
                                 March 15, 2002
                                 April 15, 2002
                                  May 15, 2002
                                  June 17, 2002
                                  July 15, 2002
                                 August 15, 2002
                               September 16, 2002
                                October 15, 2002
                                November 15, 2002
                                December 16, 2002

              (c)  See  Item  15  (a)  (3)  above.


              (d)  Not  applicable.

<PAGE>

                                    SIGNATURE

Pursuant  to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 as amended, the registrant has duly caused this report to be signed
on  its  behalf  by  the  undersigned  hereunto  duly  authorized.

BANK  OF  AMERICA, National Association (USA), As  Servicer  on  Behalf  of the
BA  Master  Credit  Card  Trust




By:  /s/  Leslie  J.  Fitzpatrick
   ------------------------------
        Leslie  J.  Fitzpatrick
        Senior  Vice  President
        Bank  of  America,  National  Association  (USA)
        Duly  Authorized  Officer)




Date:   3/31/2003
     ------------

<PAGE>


                           BA MASTER CREDIT CARD TRUST

     Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
     -----------------------------------------------------------------------

I,  Leslie J. Fitzpatrick, a duly authorized representative of Bank of America,
National Association  (USA),  formerly  Bank  of  America National Association,
certify  that:

1.    I have reviewed this annual report on Form 10-K, and all reports on Form
      8-K  containing  distribution  or  servicing reports filed in respect of
      periods  included  in the year covered by this annual report, of the BA
      Master Credit Card Trust;

2.    Based on  my  knowledge,  the  information  in these reports, taken as a
      whole, does not contain any untrue statement of material fact or omit to
      state a material fact necessary to make the  statements  made,  in light
      of  the  circumstances  under  which  such  statements  were  made,  not
      misleading as of the last  day  of the  period  covered  by  this annual
      report;

3.    Based on my knowledge, the distribution of servicing information required
      to  be  provided to the  trustee by the servicer under  the  pooling and
      servicing, or  similar,  agreement,  for  inclusion  in  these reports is
      included in these reports;

4.    I  am  responsible for reviewing the activities performed by the servicer
      under  the  pooling  and  servicing,  or  similar,  agreement  and  based
      upon my knowledge  and  the  annual compliance review required under that
      agreement, and  except  as  disclosed  in the reports,  the servicer  has
      fulfilled its obligations under  that  agreement;  and

5.    The  reports  disclose  all  significant  deficiencies  relating  to  the
      servicer's compliance with the minimum servicing standards based upon the
      report provided by an  independent  public  accountant,  after conducting
      a review in compliance  with  the Uniform Single Attestation  Program for
      Mortgage Bankers or similar  procedure,  as  set  forth  in  the  pooling
      and servicing, or similar, agreement, that is included in these  reports.


March  31,  2003

/s/  Leslie  J.  Fitzpatrick
_____________________________
Leslie  J.  Fitzpatrick
Senior  Vice  President
Bank  of  America,  National  Association  (USA)
(Duly  Authorized  Officer)

<PAGE>

                                  EXHIBIT INDEX

Exhibit  Number       Description  of  Exhibit
--------------        ----------------------------------------------------
   99.1               Annual  Servicer's  Certificate
   99.2               Report  of  Independent  Accountants
   99.3               Report  of  Management  on  Compliance  with  Pooling
                      and  Servicing Agreement




<PAGE>

                                                                   Exhibit 99.1

                          ANNUAL SERVICER'S CERTIFICATE

                   Bank of America, National Association (USA)

                           BA MASTER CREDIT CARD TRUST


The  undersigned, a duly authorized representative of Bank of America, National
Association  (USA),  formerly  Bank  of  America,  National  Association,  (the
"Company"), as Servicer pursuant to the Pooling  and  Servicing Agreement dated
as  of  July 19, 1996, as amended  June 5, 2001  (the  "Pooling  and Servicing
Agreement")  by  and  between the Company  and U.S. Bank National  Association,
as trustee  (the  "Trustee")  does  hereby  certify  that:

1.    The  Company  is  Servicer  under  the  Pooling  and Servicing Agreement.

2.    The  undersigned is duly authorized pursuant to the Pooling and Servicing
      Agreement  to  execute  and  deliver  this  Certificate  to  the Trustee.

3.    This Certificate is delivered pursuant to Section 3.05 of the Pooling and
      Servicing  Agreement.

4.    A  review  of  the Activities of the Servicer for the calendar year ended
      December  31,  2002  was  conducted  under  the  supervision of the
      undersigned.

5.    Based  on  such  review,  the  Servicer has, to the best knowledge of the
      undersigned, fully performed all its obligations under the Pooling and
      Servicing Agreement  throughout  such  period  and  no  default in the
      performance of such obligations  has  occurred  or  is continuing except
      as set forth in paragraph 6 below.

6.    The following is a description of each default in the performance of the
      Servicer's  obligations  under  the  provisions  of  the  Pooling  and
      Servicing Agreement,  including any Supplement, known to the undersigned
      to have been made during such period which sets forth in detail: the
      nature of each such default, (ii)  the action  taken by the Servicer, if
      any, to remedy each such default and (iii) the current status  of  each
      such  default:  None


IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
31st day  of  March  2003.


                              By: /s/  Leslie  J.  Fitzpatrick
                                       ----------------------------
                              Name:    Leslie  J.  Fitzpatrick
                              Title:   Senior  Vice  President


<PAGE>
                                                                   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, included in the accompanying Report of
Management on  Compliance  with  Pooling  and Servicing Agreement, that Bank of
America, National  Association  (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  for  the  year  ended  December 31, 2002, in
compliance with the BA Master Credit Card Trust Pooling and Servicing Agreement
dated  July 19,  1996, as amended June 5, 2001 and including the Series 1996-B,
the Series 1998-A, the Series 1998-B, the Series 1999-A, the Series 1999-C, and
the Series  2001-A  Supplements  (collectively,  the  "Agreement"), between the
Company,  as Transferor  and  Servicer,  and  U.S.  Bank  National Association,
formerly First  Bank  National  Association, as Trustee.  We have also examined
management's assertion,  included  in  the accompanying Report of Management on
Compliance with Pooling and Servicing Agreement, 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 Supplement
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
there from) not  specifically delineated herein - of the Agreement for the
period January 1, 2002  to  December 31, 2002 for the Series 1996-B, the Series
1998-A, the Series 1998-B,  the  Series  1999-A,  the  Series  1999-C  and  the
Series   2001-A (collectively,  the  "Series").  The  Company's  management  is
Responsible  for  maintaining  an  effective  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 the
assertions based on  our  examination.

Our examinations were conducted 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,  2002.  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, 2002 to December 31, 2002 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, 2002,
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, 2002 to
December 31, 2002, are  fairly stated, in all material respects for the Series.


/s/  PricewaterhouseCoopers  LLP

March  13,  2003


<PAGE>

                                                                   Exhibit 99.3
     March  31,  2003

                     REPORT OF MANAGEMENT ON COMPLIANCE WITH
                         POOLING AND SERVICING AGREEMENT

The management of Bank of America, National Association (USA), formerly Bank of
America, National Association., (the "Company") is responsible for establishing
and maintaining  an  effective  system  of  internal  control over servicing of
accounts and  over safeguarding of assets against unauthorized acquisition, use
or  disposition in  compliance with the BA Master Credit Card Trust Pooling and
Servicing Agreement dated July 19, 1996, as amended June 5, 2001 (collectively,
the  "Agreement"), including  the  Series 1996-B, the Series 1998-A, the Series
1998-B,  the  Series 1999-A,  the  Series  1999-C  and  the  Series  2001-A
Supplements  between the  Company,  as  Transferor and  Servicer, and U.S. Bank
National Association, formerly First Bank National Association, as Trustee. The
system contains monitoring mechanisms, with actions taken to correct identified
deficiencies. Even  an  effective  internal  control system, no matter how well
designed, has inherent limitations, including  the  possibility  of human error
and  the  circumvention  or  overriding of controls, and therefore, can provide
only reasonable assurance with respect to the servicing  of  accounts  and  the
safeguarding of  assets against unauthorized acquisition, use or disposition in
compliance  with the Agreement.  Further, because of changes in conditions, the
effectiveness of  an  internal  control  system  may  vary  over  time.

Management  has assessed its internal control system over servicing of accounts
and over safeguarding of assets in compliance with the Agreement as of December
31, 2002.  This assessment was based on criteria for effective internal control
described in Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations  of  the Treadway Commission, insofar as such criteria
related  to servicing of accounts and safeguarding of assets in compliance with
the  Agreement. Based  on this assessment, management believes that 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 the Agreement as of December 31, 2002 and that
for  the period  January  1,  2002  to  December  31,  2002  the Company was in
compliance with  the  Agreement  in  all  material  respects.



/s/  Robert  S.  Hull                    /s/  Gary  S.  Sunstrom
_____________________                    __________________________
Robert  S.  Hull                         Gary  S.  Sunstrom
Senior  Vice  President                  Vice  President


/s/  Amy  S.  Clay
___________________
Amy  S.  Clay
Senior  Vice  President