**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549**

**FORM 10-K**

**(Mark One)**

**[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended March 31,2004**

**or**

**[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from ________ to _________**

**Commission File No. 333-53662**

**Fleet Home Equity Loan, LLC**

***as Depositor on behalf of***

***Fleet Home Equity Loan Trust 2003-1***

*** (Exact name of registrant as specified in its charter)***

 

| Delaware                                                       | 04-3544150                           |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |

 

100 Federal Street,Boston, Massachusetts 02110*(Address of principal executive offices) (Zip Code)*

 

Registrant's telephonenumber, including area code (617) 434-2200.

 

 

Securities registered pursuant to Section 12(b) ofthe Act:

| Title of each class  None | Name of each exchange on which  registered  N/A |
|---------------------------|-------------------------------------------------|

Securities registered pursuant to Section 12(g) ofthe Act:

| Title of each class  None | Name of each exchange on which  registered  N/A |
|---------------------------|-------------------------------------------------|

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K [ ].    Not applicable.

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

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to the priceat which the common equity was last sold, or the average bid and asked pricesof such common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter: None

Indicate the number of shares outstanding of the registrant'sclasses of common stock, as of the latest practicable date: None.

  

Documents Incorporated By Reference:

List hereunder the following documents ifincorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II,etc.) into which the document is incorporated: (1) Any annual report tosecurity holders; (2) Any proxy or information statement; and (3) Anyprospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of1933. The listed documents should be clearly described for identificationpurposes (e.g. annual report to security holders for fiscal year ended December24, 1980).

 No documents incorporated by reference.

  

 

 **PART I**

***Item 1. Business***

On April 15, 2003, Fleet Home Equity Loan Trust 2003-1 (the "Trust") was created pursuant to a Trust Agreement among Fleet National Bank, as seller (the "Seller"), FleetHome Equity Loan, LLC, as depositor (the "Depositor") and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee").  On April 25, 2003 the Trust issuedsecurities referred to as Fleet Home Equity Loan Asset-Backed Notes, Series 2003-1 (the "Securities").

 

***Item 2. Properties***

Information concerning the Trust is set forth in theCurrent Reports on Form 8-K dated June 20, 2003 through April 20, 2004, asfiled by the Registrant.

As of March 31, 2004, approximately 0.19% of theaccounts and 0.24% of the Principal Receivables in the Trust were 30 days ormore delinquent. Of such amount, Accounts designated to the Trust having aprincipal balance of $733,946 or approximately 0.14% of all PrincipalReceivables were delinquent 30-59 days; Accounts designated to the Trust havinga principal balance of $232,185 or approximately 0.04% of all PrincipalReceivables were delinquent 60-89 days; and Accounts designated to the Trusthaving a principal balance of $297,011, or approximately 0.06% of all PrincipalReceivables were delinquent 90 days or more.

There were no Investor Defaults and no InvestorCharge-offs for the year ended March 31, 2004.

Supplemental Trust Information is presented inExhibit 99.1 to this Annual Report.

  

  ***Item 3. Legal Proceedings***

There are no material pending legal proceedings withrespect to the Trust, involving either the Trust, the Owner Trustee, the Indenture Trustee, the Depositor or Fleet National Bank other than ordinaryor routine litigation incidental to the Owner Trustee's, the Indenture Trustee's, the Depositor's,or Fleet National Bank's duties under the Sale and Servicing Agreement dated as of April 15, 2003 (the "Sale and Servicing Agreement"), among the Depositor, the Trust, Fleet National Bank, as Seller and Servicer, and U.S. Bank National Association, as indenture trustee (the "Indenture Trustee").

 

***Item 4. Submission of Matters to a Vote of SecurityHolders***

None. 

 

**PART II**

***Item 5. Market for the Registrant's Common Equity andRelated Stockholder Matters***

(a) There is no established public trading market forthe Securities.

(b) At March 31, 2004 there were 24 holders of recordof the Fleet Home Equity Loan Asset-Backed Notes, Series 2003-1. 

(1)   The effective date of the Registration Statement forwhich the use of proceeds information is disclosed herein is February 1, 2001(such Registration Statement was amended by that certain post-effectiveamendment, the effective date of which is May 2, 2001).  The Commission file number assigned tosuch Registration Statement is 333-53662.

(2)   The offering commenced on April 25, 2003.

(3)   The offering has terminated.

(4)   (i) The offering did not terminate before the sale ofall Securities registered;

(ii) Lehman Brothers Inc. and Citigroup Global Markets Inc. were the Co-Lead Underwriters and Joint Book RunningManagers of the offering;

(iii) the securitiesregistered and offered were the Fleet Home Equity Loan Asset-Backed Notes,Series 2003-1;

(iv) the aggregateamount of such securities registered was $775,800,000; the aggregate price ofthe offering amount of such securities registered was $775,800,000; the amountof such securities registered sold was $775,800,000 and the aggregate offeringprice of the amount of such securities sold to date is $775,800,000;

(v) the underwritingdiscount incurred with connection with the issuance and distribution of thesecurities offered was 0.275% and expenses estimated in connection with theissuance and distribution of the securities offered aggregated $800,000; (a) nopayment of such underwriting discount or estimated expenses was made to adirector, officer, general partner of the issuer or their associates, or topersons owning ten percent or more of any class of equity securities of theissuer or to affiliates of the issuer; (b) the net offering proceeds to theissuer after deducting the aforementioned underwriting discount and expenseswas $772,866,550; and 

(vi) the net proceedsof the offering to the issuer were used to acquire a pool of adjustable ratehome equity line of credit loans and property relating to those loans, whichloans and related property were used to secure the obligations under thesecurities registered.

 

(c) Not applicable.

 

 ***Item 6. Selected Financial Data***

Not applicable.

 

***Item 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operations***

Not applicable.

*** ***

***Item 7A. Quantitative and Qualitative DisclosureAbout Market Risk***

Not applicable***.***

*** ***

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

Not applicable.

 

***Item 9. Changes in and Disagreements with Accountantson Accounting and Financial Disclosure***

None.

 

***Item 9A. Controls and Procedures.***

Not applicable.

 

 

 

**PART III**

***Item 10. Directors and Executive Officers of theRegistrant***

Not applicable.

 

***Item 11. Executive Compensation***

Not applicable.

 

 

***Item 12. Security Ownership of Certain BeneficialOwners and Management***

(a). The Securities are represented by one or more securitiesregistered in the name of Cede & Co., the nominee of the Depository TrustCompany, and an investor holding an interest in the Trust is not entitled toreceive a certificate representing such interest except in limited circumstancesset forth in the Sale and Servicing Agreement. Accordingly, Cede & Co. isthe sole holder of record of the Securities, which it holds on behalf ofbrokers, dealers, banks and other direct participants in the Depository TrustCompany system. Such direct participants may hold securities for their ownaccounts or for the accounts of their customers. The name and address of Cede& Co. is Cede & Co., c/o the Depository Trust Company, 55 Water Street,New York, New York 10041. At March 31, 2004, the following direct DepositoryTrust Company participants held positions in Securities representinginterests in the Trust equal to or exceeding 5% of the total principal amountof the Securities of each Series outstanding on the date. The information onpositions held by the Depository Trust Company participants has been providedby the Depository Trust Company.

(a) (i). Each holder of record at March 31, 2004 of more than five percent (5%)of the Securities is indicated below:
| **Name and Address of Holder**                                                              | **Percent of Securities Held** | **Dollar Amount of Securities Held (000’s)** |
|---------------------------------------------------------------------------------------------|--------------------------------|----------------------------------------------------|
| JPMorgan Chase BankProxy/Class Actions/Bankruptcy14201 Dallas ParkwayDallas, TX 75254       | 26.53%                         | $205,856                                           |
| Deutsche Bank Trust Company Americas648 Grassmere Park RoadNashville, TN 37211              | 16.76%                         | $130,000                                           |
| State Street Bank & Trust Company1776 Heritage DriveNo. Quincy, MA 02171                | 11.31%                         | $87,758                                            |
| Bank of New York  (The)One Wall StreetNew York, NY 10286                               | 8.64%                          | $66,997                                            |
| Harris Trust and Savings Bank111 W. Monroe StreetChicago, IL 60603                          | 7.09%                          | $55,000                                            |
| Mellon Trust of New England, National Association525 William Penn PlacePittsburgh, PA 15259 | 6.39%                          | $49,601                                            |
| Citibank, N.A.3800 Citibank Center B3-15Tampa, FL 33610                                     | 5.25%                          | $40,767                                            |
| UBS AG677 Washington BoulevardStamford, CT 06901                                            | 5.16%                          | $40,000                                            |

 

 

(b) Not applicable.

(c) Not applicable.

 

***Item 13. Certain Relationships and RelatedTransactions***

Not applicable.

*** ***

***Item 14. Principal Accounting Fees and Services***

Not applicable.

   

**PART IV**

 

***Item 15. Exhibits, Financial Statement Schedules, andReports on Form 8-K***

(a) 
| (1)    | None         |                                                                                                                           |
|--------|--------------|--------------------------------------------------------------------------------------------------------------------------------|
| (2)    | None         |                                                                                                                           |
| (3)    | Exhibit 31.1 | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations  of the Commission |
|   | Exhibit 99.1 | Supplementary Trust Data  relating to performance of the Trust                                                                 |
|   | Exhibit 99.2 | Annual Officer's  Certificate                                                                                                  |
|   | Exhibit 99.3 | Report of Independent  Accountants                                                                                             |
|   | Exhibit 99.4 | Management Report on  Internal Control over the Servicing of Securitized Mortgage Loans                                        |

 

(b) Reports on Form 8-K

The following reports on Form 8-K were filed by theregistrant with respect to Monthly Periods and events occurring during the yearended March 31, 2004:
| **Date** | **Items** | **Description**                                                                                |
|----------|-----------|------------------------------------------------------------------------------------------------|
| 04/04/03 | 7         | Legality Opinion, Tax  Opinion and Consent of McKee Nelson LLP                                 |
| 04/04/03 | 5,7       | Filing of Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended |
| 04/10/03 | 5,7       | Filing of Computational  Materials                                                             |
| 04/14/03 | 5,7       | Consent of KPMG, LLC and Financial  Statements of Insurer                                      |
| 05/23/03 | 5,7       | Final Mortgage Pool Data                                                                       |
| 06/20/03 | 5,7       | Monthly Reports for May  2003                                                                  |
| 07/21/03 | 5,7       | Monthly Reports for June  2003                                                                 |
| 08/20/03 | 5,7       | Monthly Reports for July  2003                                                                 |
| 09/22/03 | 5,7       | Monthly Reports for August  2003                                                               |
| 09/24/03 | 5,7       | Amendment to correct HTML syntax for August Monthly Reports                                    |
| 10/20/03 | 5,7       | Monthly Reports for  September 2003                                                            |
| 11/20/03 | 5,7       | Monthly Reports for  October 2003                                                              |
| 12/22/03 | 5,7       | Monthly Reports for  November 2003                                                             |
| 01/21/04 | 5,7       | Monthly Reports for  December 2003                                                             |
| 02/20/04 | 5,7       | Monthly Reports for  January 2004                                                              |
| 03/22/04 | 5,7       | Monthly Reports for  February 2004                                                             |
| 04/20/04 | 5,7       | Monthly Reports for March  2004                                                                |

 

 (c)Exhibits
| **Exhibit No.** | **Description of Exhibit**                                                                                                     |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------|
| 31.1            | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the  Commission |
| 99.1            | Supplementary Trust Data                                                                                                       |
| 99.2            | Annual Officer’s Certificate                                                                                             |
| 99.3            | Report of Independent Accountants                                                                                              |
| 99.4            | Management Report on Internal Control over the  Servicing of Securitized Mortgage Loans                                        |

 

(d) Not applicable. No annual report or proxymaterial has been sent to security holders.

** **

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

| *Fleet Home Equity Loan, LLC*                                   |
|-----------------------------------------------------------------|
| *As Depositor on behalf of Fleet Home Equity Loan Trust 2003-1* |
| *Dated: June 28, 2004*                                          |
| *By:*/s/ JEFFREY A. LIPSON                                      |
| Jeffrey A. Lipson                                               |
| Vice President                                                  |

 

   **INDEX TO EXHIBITS**
| **Exhibit Number** | **Description of Exhibit**                                                                                                     |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------|
| 31.1               | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the  Commission |
| 99.1               | Supplementary Trust Data                                                                                                       |
| 99.2               | Annual Officer’s Certificate                                                                                             |
| 99.3               | Report of Independent Accountants                                                                                              |
| 99.4               | Management Report on Internal Control over the  Servicing of Securitized Mortgage Loans                                        |