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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|- |  | ---------------------------------------------------------------

|EXCHANGE ACT OF 1934 |  | 
|-------------------- |  | 



For the fiscal year ended December 31, 2002



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



Commission File Number: 333-29495-01



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BANK ONE, DELAWARE, NATIONAL ASSOCIATION

(
formerly FIRST USA BANK, NATIONAL ASSOCIATION)

(Exact name of Registrant as specified in its charter)

(As Servicer on behalf of Partners First Credit Card Master Trust)



|Laws of the United States (State or other jurisdiction of incorporation
or organization) |  | 51-0269396 (I.R.S. Employer Identification
No.)
|---------------------------------------------------------------------------------------- |  | -----------------------------------------------
|                                                                                        
|201 North Walnut Street Wilmington, Delaware (Address of principal
executive offices)    |  | 19801 (Zip Code)                               



Registrants telephone number, including area code: (302) 594-4000



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



None



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



Title of each class:

Partners First Credit Card Master Trust Class A Floating Rate Asset Backed Securities, Series 1998-3

Partners First Credit Card Master Trust Class B Floating Rate Asset Backed Securities, Series 1998-3



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Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.



Not applicable.



Indicate by the 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 stock held by
non-affiliates of the Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of
filing.



Not applicable.



Indicate the number shares outstanding of each of the
Registrants class of common stock, as of the latest practicable date.



Not applicable.



DOCUMENTS INCORPORATED BY REFERENCE:



None



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This Annual Report of Form
10-K is filed in reliance on the series of no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission (the Division), stating that the Division would raise no
objection if issuers of master trust asset-backed securities generally file a monthly Report on Form 8-K summarizing the performance of the assets of the master trust and file an Annual Report on Form 10-K in the manner set forth below in order to
comply with Section 13, 15(d) and 16 of the Securities Exchange Act of 1934, as amended. Accordingly, responses to certain items have been omitted from or modified in this Annual Report on Form 10-K.



Introductory Note



On July 27, 2001, Bank One, Delaware, National Association (formerly First USA
Bank, National Association) a national banking association organized under the laws of the United States (the Bank), which is a direct wholly owned subsidiary of BANK ONE CORPORATION assumed all rights and obligations of The First
National Bank of Atlanta d/b/a/ Wachovia Bank Card Services (Wachovia) as Transferor and Servicer with respect to Partners First Credit Card Master Trust (the Trust) under the Amended and Restated Pooling and Servicing
Agreement dated as of January 31, 2000 between Wachovia and The Bank of New York as Trustee (the Trustee), as supplemented and amended (the Pooling and Servicing Agreement), pursuant to an Assumption Agreement dated as of
July 27, 2001 by and among the Bank, Wachovia and the Trustee.



The investor securities listed on page 1 hereof will be referred to collectively herein as the Securities. The Securities do not represent obligations of or interests in the Bank.



PART I



|ITEM |  | 1. BUSINESS
|---- |  | -----------



Available Information:BANK ONE CORPORATION, the parent corporation of Bank One, Delaware, National Association, has an Internet website at www.bankone.com which includes certain Trust
reports. Electronic copies of the Trusts annual report on Form 10-K and current reports on Form 8-K are available free of charge by visiting the Investor Relations section of www.bankone.com. The reports can be found under
Asset Backed Securities in the Investor Relations section of the website. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.



|ITEM |  | 2. PROPERTIES
|---- |  | -------------



Not applicable.



|ITEM |  | 3. LEGAL PROCEEDINGS
|---- |  | --------------------



There are no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee or the Registrant. The Bank is a defendant in
various lawsuits, including lawsuits seeking class action certification in both state and federal courts. These lawsuits challenge certain policies and practices of the Banks credit card business. A few of these lawsuits have been
conditionally certified as class actions. The Bank has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, the Bank believes that any
liability which might result from these lawsuits will not have a material adverse effect on the Trust.



2



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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OR SECURITY HOLDERS



None.



PART II



ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The Securities representing investors interests in the Trust are held and delivered in book-entry form through the facilities of the Depository Trust Company (DTC), a clearing
agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. All outstanding Securities are held by Cede & Co., the nominee of DTC. The records of DTC indicate that, at December 31, 2002,
there were: (i) twelve (12) DTC participants holding a position in the Class A Floating Rate Asset Backed Securities, Series 1998-3; and (ii) six (6) DTC participants holding a position in the Class B Floating Rate Asset Backed Securities, Series
1998-3.



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.



PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT



Not applicable.



ITEM 11. EXECUTIVE COMPENSATION



Not applicable.





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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



(a) The Securities of each Class of Series 1998-3 representing investors interests in the Trust are represented by one or more Securities registered in the name of Cede & Co., the nominee of DTC, and an investor
holding an interest in the Trust is not entitled to receive a Security representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Securities, which it held on behalf of
brokers, dealers, banks and other direct participants in the DTC system at December 31, 2002. At December 31, 2002, the following direct DTC participants held positions in the Securities representing interests in the Trust equal to or exceeding 5%
of the total principal amount of the Securities of each Class of such Series outstanding on that date.



|                                                            
|------------------------------------------------------------
|Title of Class                                              
|                                                            
|Class A Floating Rate Asset Backed Securities, Series 1998-3
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|Class B Floating Rate Asset Backed Securities, Series 1998-3



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|                                                                                        
|----------------------------------------------------------------------------------------
|Deutsche Bank Trust Company Americas 648 Grassmere Park Road Nashville, TN 37211        
|                                                                                        
|Merrill Lynch, Peirce Fenner & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 
|                                                                                        
|JPMorgan Chase Bank Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75240



(b) Not applicable.



(c) None.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS



None.



ITEM 14. CONTROLS AND PROCEDURES.



Not applicable.



PART IV



|ITEM |  | 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
|---- |  | --------------------------------------------------------------------



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



(i) Not applicable.



(ii) Not applicable.



(iii) Exhibits



|    
|----
|99.1
|    
|99.2



(b) Reports on Form 8-K
were filed monthly by the Trust during the period covered by this report.





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SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 26, 2003



BANK ONE, DELAWARE,
NATIONAL ASSOCIATION(formerly FIRST USA BANK,
NATIONAL ASSOCIATION) as ServicerBy:

/s/    DANIEL J.
FRATEDaniel J. FratePresident




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 26, 2003.



|Signature                               |  | Title                                                                     
|--------------------------------------- |  | --------------------------------------------------------------------------
|                                       
|/s/    PHILIP
HEASLEYPhilip Heasley     |  | Director and Principal Executive Officer                                  
|                                       
|/s/    RAYMOND FISCHERRaymond
Fischer   |  | Director, Principal Financial Officer and Principal     Accounting
Officer
|                                       
|/s/    DANIEL J.
FRATEDaniel J. Frate   |  | Director                                                                  
|                                       
|/s/    MICHAEL LOONEYMichael
Looney     |  | Director                                                                  
|                                       
|/s/    M. CARTER WARRENM. Carter
Warren |  | Director                                                                  
|                                       
|/s/    WILLIAM GARNERWilliam
Garner     |  | Director                                                                  



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Certification



I, Jeffrey Rigg, the senior
officer for securitization servicing of Bank One, Delaware, National Association, a national banking association which serves as servicer for the Partners First Credit Card Master Trust, 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 the periods included in
the year covered by this annual report, of Partners First Credit Card Master Trust;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a 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 and 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.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dated: March 26,
2003



/s/    JEFFREY
RIGGName:

Jeffrey RiggTitle:

Senior Officer for Securitization Servicing and Senior Vice President-Accounting






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INDEX OF
EXHIBITS



|              
|--------------
|Exhibit Number
|              
|99.1          
|              
|99.2          





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