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, 2003

                      COMMISSION FILE NUMBER: 333-04152-01

  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.

                                Introductory Note
                                -----------------

This  Annual Report on Form 10-K is prepared in reliance on the no-action letter
dated  October  27,  1998  issued  by  the Securities and Exchange Commission to
Chemical  Bank  Credit  Card  Trust  1988-A.

                   Documents Incorporated by Reference.  None.


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

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

             Not Applicable.


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

          Pursuant to the  BA  Master  Credit Card Trust Pooling and Servicing
          Agreement  dated  July  19, 1996, as amended June 5, 2001, 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 Bank of America,  National  Association  (USA),  formerly
          Bank of America, National Association, as Transferor  and  Servicer,
          and U.S. Bank National Association, formerly  First  Bank National
          Association, as Trustee (the "Pooling  Agreement"), Pricewaterhouse
          Coopers  LLP  has  performed certain procedures  in  connection with
          the Monthly Servicer's Certificates (the "Monthly  Certificates")
          for the months of January 2003 through December 2003.  The Monthly
          Certificates contain information relating to the receivables (the
          "Receivables") and the accounts from which the Receivables arise
          (the "Accounts") and are prepared by the Servicer and delivered
          to the Trustee pursuant to the Pooling Agreement. The reports
              issued by PricewaterhouseCoopers  LLP  in  connection  with  the
servicing activities of the Servicer, are attached hereto as Exhibit

          99.2. The Monthly  Certificates  containing  information  relating
to the Receivables and the Accounts for the Due Periods ending in
January 2003 through December 2003 are incorporated by reference from
the registrant's Current Reports on  Form  8-K.

Pursuant to the Pooling Agreement, the Servicer has certified to the
Trustee  as  to the performance of its obligations under the Pooling
Agreement throughout the calendar year ended December 31, 2003. This
certificate  is  attached  hereto  as  Exhibit  99.1.



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

The  registrant  knows  of  no  material  pending  legal  proceedings
involving the BA Master Credit Card Trust, the Servicer or the Trustee (in its
capacity  as  such), other than routine litigation incidental to its
business.


Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
             -----------------------------------------------------------
                      None.

<PAGE>
                              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  55  as  of  December  31,  2003.

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
             ------------------

                    None.

Item  9A.    Controls  and  Procedures
             -------------------------

               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,  2003. Such direct
participants may hold Certificates for their own accounts or for the accounts of
their  customers.  At  December  31, 2003, 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-B
CLASS  A

Participant                                  Quantity         Percentage
------------------------------------        -----------       -----------
JP  Morgan  Chase  Bank                      $305,710,000             47.12%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
Bank  of  New  York                           $165,000,000           25.43%
One  Wall  Street
New  York,  NY  10286
------------------------------------
State  Street  Bank  and  Trust  Company         64,300,000         9.91%
1776  Heritage  Drive
No.  Quincy,  MA  02171
-------------------------------------
Citibank,  N.A.                                 $ 50,545,000        7.79%
3800  Citibank  Center  B3-15
Tampa,  Fl.  33610
------------------------------------
Deutsche  Bank  Trust  Company                  $ 34,945,000        5.39%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------



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
------------------------------------
Pershing,  LLC/Int'l  Services  Division      $
  5,000,000               12.12%
One  Pershing  Plaza
Jersey  City,  NJ  07399
------------------------------------



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         $  25,000,000             5.78%
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
------------------------------------
Pershing,  LLC/Int'l  Services  Division      $   8,750,000             31.82%
One  Pershing  Plaza
Jersey  City,  NJ  07399
------------------------------------



SERIES  1999-C
CLASS  A

Participant                                   Quantity               Percentage
------------------------------------          ------------          -----------
State  Street  Bank  and  Trust  Company      $ 134,512,000             31.10%
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
------------------------------------



SERIES  1999-C
CLASS  B

Participant                                   Quantity              Percentage
------------------------------------         ------------          -----------
Pershing,  LLC/Int'l  Services  Division     $  14,000,000           50.91%
One  Pershing  Plaza
Jersey  City,  NJ  07399
------------------------------------
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
------------------------------------



SERIES  2001-A
CLASS  A

Participant                                   Quantity              Percentage
------------------------------------          ------------         -----------
Bank  of  New  York                          $232,700,000           33.43%
One  Wall  Street
New  York,  NY  10286
------------------------------------
JP  Morgan  Chase  Bank                     $225,010,000           32.33%
14201  Dallas  Pkwy
Dallas,  TX  75254
------------------------------------
State  Street  Bank  and  Trust  Company    $112,290,000           16.13%
1776  Heritage  Drive
No.  Quincy,  MA  02171
------------------------------------
Citibank,  N.A.                             $  60,648,000           8.71%
3800  Citibank  Center  B3-15
Tampa,  FL  33610
------------------------------------


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
              ----------------------------------------------

There have not been, and there are not currently proposed, to the best knowledge
of  the  registrant,  any transaction or series of transactions, to which either
the  BA  Master Credit Card Trust, the Transferor, the Servicer, or the Trustee,
on behalf of the Trust, is a party with any Certificateholder who owns of record
or  beneficially  more  than  five  percent  of  the  Certificates.



Item  14.      Principal  Accountant  Fees  and  Services
               ------------------------------------------

                    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 2003, 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, 2003
                                February 15, 2003
                                 March 17, 2003
                                 April 15, 2003
                                  May 15, 2003
                                  June 16, 2003
                                  July 15, 2003
                                 August 15, 2003
                               September 15, 2003
                                October 15, 2003
                                November 15, 2003
                                December 15, 2003

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


(d)     Not  applicable.


                                    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  Fitzpatrick_____________________
   ----------------------------------------------
        Leslie  Fitzpatrick
        Senior  Vice  President
        Bank  of  America,  National  Association  (USA)
        Duly  Authorized  Officer)




Date:   3/30/2004
     ------------

                           BA MASTER CREDIT CARD TRUST

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

I,  Leslie  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  30,  2004

/s/  Leslie  Fitzpatrick
_____________________________
Leslie  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













                                                                    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,  2003  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 30th
day  of  March  2004.


                              By:     /s/_Leslie
                                      ----------
Fitzpatrick_____________________
                               -
                              Name:     Leslie  Fitzpatrick
                              Title:    Senior  Vice  President


<PAGE>
                        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,  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  for  the  year  ended  December 31, 2003, in compliance with BA
Master Credit Card Trust Pooling and Servicing Agreement dated July 19, 1996, as
amended  June  5,  2001  and including 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 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, 2003 to December 31, 2003 for 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  management's
assertions  based  on  our  examinations.

Our  examinations  were  conducted  in  accordance  with  attestation  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,  2003.  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, 2003 to
December  31,  2003  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 system, 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, 2003, 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, 2003 to December 31, 2003,
are  fairly  stated,  in  all  material  respects  for  the  Series.

/s/  PricewaterhouseCoopers  LLP

March  12,  2004


<PAGE>
                                                                    Exhibit 99.3
     March  30,  2004

                     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,  2003.  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, 2003 and that
for  the  period  January  1,  2003  to  December  31,  2003  the Company was in
compliance  with  the  Agreement  in  all  material  respects.



     /s/  Robert  S.  Hull           /s/  Joe  Palermo
     _____________________                    __________________________
Robert  S.  Hull                         Joe  Palermo
Senior  Vice  President     Senior  Vice  President


     /s/  Leslie  Fitzpatrick
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Leslie  Fitzpatrick
Senior  Vice  President