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, 2001

                        COMMISSION FILE NUMBER: 333-4152
                                                --------

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

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

1825  East  Buckeye Road, Phoenix, Arizona                                 85034
--------------------------------------------------------------------------------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICE)                          (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  1997-A  Floating  Rate  Asset  Backed  Certificates
         Class  B  Series  1997-A  Floating  Rate  Asset  Backed  Certificates
         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-B  Floating  Rate  Asset  Backed  Certificates
         Class  B  Series  1999-B  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]


<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 Stockholders 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.

          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  8.  Financial  Statements  and  Supplementary  Data
          -----------------------------------------------
          Not  Applicable

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

<PAGE>
Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management
           ---------------------------------------------------------------------

           (a)  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"),  and  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, 2001. Such
                direct participants may hold Certificates for their own accounts
                or for  the  accounts of their customers.  At December 31, 2001,
                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:


          Participant                    Quantity          Percentage
          -----------                    --------          ----------


          SERIES  1997-A

          CLASS  A

          Participant                                Quantity         Percentage
          -----------                                --------         ----------


          State  Street  Bank and Trust Co         $ 278,145,000           42.9%
          1776  Heritage  Dr.
          No.  Quincy,  MA  02171

          The  Northern  Trust  Company            $   95,000,000          14.6%
          801  S.  Canal  C-IN
          Chicago,  IL  60607

          The  Bank  of  New  York                 $   93,105,000          14.4%
          925  Patterson  Plank  Rd.
          Secaucus,  NJ  07094

          Deutsche  Bank  A.G.,  NY  Branch        $   47,000,000           7.2%
          34  Exchange  Place
          Jersey  City,  NJ  07311

          JPMorgan  Chase  Bank                    $   41,000,000           6.3%
          C/O  JP  Morgan  Investor  Services
          Dallas,  TX  75254

          Citibank,  N.A.                          $   37,500,000           5.8%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610



<PAGE>
          CLASS  B

          Participant                                 Quantity        Percentage
          -----------                                 --------        ----------

          Bank  One  Trust  Compnay,  N.A.          $  24,250,000          58.8%
          340  South  Cleveland  Ave
          Building  350
          Columbus,  OH  43240

          Bankers  Trust  Company                   $  12,000,000          29.1%
          648  Grassmere  Park  Road
          Nashville,  TN  37211

          SSB  -  Bank  Portfolio                   $    5,000,000         12.1%
          1776  Heritage  Dr.
          No.  Quincy,  MA  02171


          SERIES  1998-A

          CLASS  A

          Participant                    Quantity                     Percentage
          -----------                    --------                     ----------


          State  Street  Bank and Trust Co          $ 136,045,000          21.0%
          1776  Heritage  Dr.
          Global  Corporate  Action  Unit  JAB  5NW
          No.  Quincy,  MA  02171

          Citibank,  N.A.                           $  118,785,000         18.4%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          Bankers  Trust  Company                   $  118,400,000         18.3%
          648  Grassmere  Park  Road
          Nashville,  TN  37211

          The  Bank  of  New  York                  $  88,655,000          13.7%
          925  Patterson  Plank  Road
          Secaucus,  NJ  07094

          JPMorgan  Chase  Bank                     $  44,060,000           6.8%
          C/O  JP Morgan Investor Services
          14201 Dallas Pkwy 12th Fl Mail Code 121
          Dallas,  TX  75254


<PAGE>
          CLASS  B

          The  Bank  of  New  York                  $  15,000,000          36.4%
          925  Patterson  Plank  Road
          Secaucus,  NJ  07094

          Citibank,  N.A.                           $  10,250,000          24.9%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          JPMorgan  Chase  Bank                     $    6,000,000         14.6%
          C/O  JP  Morgan  Investor  Services
          14201 Dallas Pkwy 12th Fl Mail Code 121
          Dallas,  TX  75254

          State  Street Bank and Trust Company      $    5,090,000         12.3%
          1776  Heritage  Drive
          Global Corporate Action Unit JAB 5NW
          No.  Quincy,  MA  02171


          SERIES  1998-B

          CLASS  A

          Participant                                Quantity         Percentage
          -----------                                --------         ----------

          JPMorgan  Chase  Bank                     $ 300,000,000          46.2%
          C/O  JP  Morgan  Investor  Services
          14201  Dallas  Pkwy  12th  Fl  Mail  Code  121
          Dallas,  TX  75254

          Citibank,  N.A.                           $ 109,505,000          16.9%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          The  Bank  of  New  York                  $  62,500,000           9.6%
          925  Patterson  Plank  Road
          Secaucus,  NJ  07094

          Merrill  Lynch,  Pierce  Fenner &         $  62,500,000           9.6%
          Smith  Safekeeping
          4  Corporate  Place
          Piscataway,  NJ  08854

          State Street Bank and Trust Company       $  46,000,000           7.1%
          1776  Heritage  Drive
          Global Corporate Action Unit JAB 5NW
          No.  Quincy,  MA  02171

          Wells  Fargo  Bank  Minnesota,  N.A.      $  44,000,000           6.8%
          733  Marquette  Avenue
          Minneapolis,  MN  55479

<PAGE>
          CLASS  B

          Bankers  Trust  Company                   $  28,000,000          67.9%
          648  Grassmere  Park  Road
          Nashville,  TN  37211

          JPMorgan  Chase  Bank                     $   6,250,000          15.2%
          C/O  JP  Morgan  Investor  Services
          Dallas,  TX  75254

          Bank  One  Trust  Company, N.A.           $   5,000,000          12.1%
          340  South  Cleveland  Avenue
          Building  350
          Columbus,  OH  43240

          SERIES  1999-A

          CLASS  A

          Participant                                  Quantity       Percentage
          -----------                                  --------       ----------

          State  Street  Bank  and Trust Co         $ 286,000,000          66.1%
          1776  Heritage  Dr.
          NO.  Quincy,  MA  02171

          Citibank,  N.A.                           $ 100,000,000          23.1%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          Bankers  Trust  Co                        $  30,000,000           6.9%
          648  Grassmere  Park  Rd
          Nashville,  TN  37211

          CLASS  B

          Bank  One  Trust  Company,  N.A.          $  18,750,000          68.2%
          340  South  Cleveland  Ave
          Columbus,  OH  43240

          JPMorgan  Chase  Bank                     $    8,750,000         31.8%
          C/O  JP  Morgan  Investor  Services
          14201 Dallas Pkwy 12th FL Mail Code 121
          Dallas,  TX  75254

<PAGE>

          SERIES  1999-B

          CLASS  A

          Participant                                   Quantity      Percentage
          -----------                                   --------      ----------

          The  Bank  of  New  York                  $  332,000,000         38.4%
          925  Patterson  Plank  Rd
          Secaucus,  NJ  07094

          JPMorgan  Chase  Bank                     $  200,750,000         23.2%
          C/O  JP  Morgan  Investor  Services
          14201 Dallas Pkwy 12th FL Mail Code 121
          Dallas,  TX  75254

          Citibank,  N.A.                           $  150,000,000         17.3%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          State  Street  Bank and Trust Co          $ 107,000,000          12.4%
          1776  Heritage  Dr.
          Global  Corporate  Acion  Unit  JAB  5NW
          No.  Quincy,  MA  02171

          CLASS  B

          Citibank,  N.A.                           $  25,000,000          45.5%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          Bank  One  Trust  Co,  N.A.               $  15,000,000          27.3%
          340  South  Cleveland  Ave
          Columbus,  OH  43240

          JPMorgan  Chase  Bank                     $  15,000,000          27.3%
          C/O  JP  Morgan  Investor  Services
          Dallas,  TX  75254


<PAGE>

          SERIES  1999-C

          CLASS  A

          Participant                                   Quantity      Percentage
          -----------                                   --------      ----------

          Boston  Safe  Deposit  and  Trust  Co.     $  117,700,000        27.2%
          525  William  Penn  Place
          Suite  3631
          Pittsburgh,  PA  15259

          The  Bank  of  New  York                   $  105,000,000        24.3%
          925  Patterson  Plank  Rd
          Secaucus,  NJ  07094

          JPMorgan  Chase  Bank                      $   85,000,000        19.7%
          C/O  JP  Morgan  Investor  Services
          14201 Dallas Pkwy 12th FL Mail Code 121
          Dallas,  TX  75254

          Brown  Brothers  Harriman  &  Co           $   45,000,000        10.4%
          63  Wall  Street
          New  York,  NY  10005

          FUNB  -  Phila.  Main                      $   30,000,000         6.9%
          123  South  Broad  Street
          DA4901
          Philadelphia,  PA  19109

          US  Bank  N.A.  /  Trust  West             $   29,800,000         6.9%
          180  East  Fifth  Street
          St.  Paul,  MN  55101

          CLASS  B

          Bank  One  Trust  Co,  N.A.                $   14,000,000        50.9%
          340  South  Cleveland  Avenue
          Columbus,  OH  43240

          Citibank,  N.A.                            $    8,500,000        30.9%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          JPMorgan  Chase  Bank                      $    5,000,000        18.2%
          C/O  JP  Morgan  Investor  Services
          Dallas,  TX  75254

<PAGE>

     SERIES  2001-A

          CLASS  A

          Participant                                Quantity         Percentage
          -----------                                --------         ----------

          Boston  Safe  Deposit  and  Trust  Co.     $265,000,000          38.1%
          525  William  Penn  Place
          Suite  3631
          Pittsburgh,  PA  15259

          JPMorgan  Chase  Bank                      $212,500,000          30.5%
          C/O  JP  Morgan  Investor  Services
          14201  Dallas Pkwy 12th FL Mail Code 121
          Dallas,  TX  75254

          State  Street  Bank  and Trust Co          $101,000,000          14.5%
          1776  Heritage  Dr
          Global  Corporate  Action  Unit  JAB  5NW
          No.  Quincy,  MA  02171

          Citibank,  N.A.                            $  45,000,000          6.5%
          3800  Citibank  Center  B3-15
          Tampa,  FL  33610

          Bankers  Trust  Company                    $  40,000,000          5.8%
          648  Grassmere  Park  Road
          Nashville,  TN  37211

          CLASS  B

          The  Bank  of  New  York                   $  18,000,000         45.0%
          925  Patterson  Plank  Rd
          Secaucus,  NJ  07094

          Bank  One  Trust  Company,  N.A.           $  15,000,000         38.0%
          340  South  Cleveland  Ave
          Columbus,  OH  43240

          Bankers  Trust  Company                    $    7,000,000        18.0%
          648  Grassmere  Park  Rd
          Nashville,  TN  37211


          The  address  of  each  above  participant  is:
                    C/O  The  Depository  Trust  Company
                    55  Water  Street
                    New  York,  NY  10041

           (b)    Not  Applicable

           (c)    Not  Applicable

Item  13.  Certain  Relations  and  Related  Transactions
           ----------------------------------------------
                    Not  Applicable

<PAGE>

PART  IV
--------

Item  14.  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  Annual  Accountant's  Reports

           (b)   The following twelve (12) reports on Form 8-K were filed by the
                 registrant during  the  period  ending  December  31,  2001:


                           Date of Reports on Form 8-K
                           ---------------------------

                            January 16, 2001 (Item 7)
                           February 15, 2001 (Item 7)
                             March 15, 2001 (Item 7)
                             April 15, 2001 (Item 7)
                              May 15, 2001 (Item 7)
                             June 15, 2001 (Item 7)
                             July 16, 2001 (Item 7)
                            August 15, 2001 (Item 7)
                           September 17, 2001 (Item 7)
                            October 15, 2001 (Item 7)
                           November 15, 2001 (Item 7)
                           December 17, 2001 (Item 7)


           (c)   See  Item  14(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,  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
                              ----------------------------
                         Name:     Leslie  J.  Fitzpatrick
                         Title:    Senior  Vice  President

                         Date:     March  29,  2002

<PAGE>
                                  EXHIBIT INDEX



     Exhibit  Number               Description  of  Exhibit
     ---------------               ------------------------


         99.1                       Annual  Servicer's  Certificate

         99.2                       Annual  Accountant's  Reports


<PAGE>
                                                                    EXHIBIT 99.1
                                                                    ------------

                      FORM OF ANNUAL SERVICER'S CERTIFICATE

                   Bank of America, National Association (USA)


                    BANK OF AMERICA MASTER CREDIT CARD TRUST
                    ----------------------------------------


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

               Bank  of  America  is  Servicer  under the Pooling and Servicing
               Agreement.

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

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

               A  review  of  the  Activities of the Servicer during the period
               from the Closing date until  December  31,  2001  was  conducted
               under  the  supervision  of  the  undersigned.

               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.

               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: (i) the  nature of each such default; (ii) the action
               taken by the Servicer, if any, to remedy each such default; (iii)
               the  current  status  of  each  such  default:
                                         None


IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 29th
day  of  March,  2002.



                              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,  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, 2001, 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 1996-B, the Series 1997-A, the
Series  1997-B,  the  Series  1998-A,  the Series 1998-B, the Series 1999-A, the
Series  1999-B,  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 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, 2001
to  December  31,  2001  for  the  Series  1996-B, the Series 1997-A, the Series
1997-B,  the  Series  1998-A,  the  Series 1998-B, the Series 1999-A, the Series
1999-B,  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,  2001.  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, 2001 to December 31, 2001 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, 2001, 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, 2001 to December 31, 2001,
are  fairly  stated,  in  all  material  respects  for  the  Series.





March  1,  2002




<PAGE>

                     REPORT OF MANAGEMENT ON COMPLIANCE WITH
                         POOLING AND SERVICING AGREEMENT

The management of Bank of America, N.A. (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  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  1997-A,  the  Series  1997-B,  the Series 1998-A, the Series 1998-B, the
Series  1999-A,  the  Series  1999-B,  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. 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,  2001.  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, 2001 and that
for  the  period     January  1,  2001  to  December 31, 2001 the Company was in
compliance  with  the  Agreement  in  all  material  respects.

March  1,  2002


/s/Terry  L.  Schappert                      /s/Cynthia  A.  Brimacombe
-----------------------                      --------------------------
Terry  L.  Schappert                         Cynthia  A.  Brimacombe
Senior  Vice  President                      Vice  President

/s/Victoria  Jahanbani
----------------------
Victoria  Jahanbani
Vice  President