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                       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, 1998
                         Commission file number 0-27710

                      MELLON BANK CREDIT CARD MASTER TRUST
             (Exact name of registrant as specified in its charter)

DELAWARE                                             51-0015912
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.
                                                     of servicer of registrant)

Tenth and Market Streets,
Wilmington, Delaware                                 19801
(Address of principal executive offices              (Zip Code)
of servicer of registrant)

Telephone number of servicer of registrant, including area code: 302-421-2229

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

         Class A Floating Rate Asset Backed Certificates, Series 1995-A
                                       and
         Class B Floating Rate Asset Backed Certificates, Series 1995-A

Indicate by a check mark whether the Registrant (1) has filed all reports
required 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. X
          ---

The Registrant estimates that as of March 1, 1999, the aggregate market value of
shares of the Registrant's Common Stock held by non-affiliates of the Registrant
was $0.

As of March 1, 1999, the Registrant had outstanding -0- shares of its Common
Stock, par value $_______ per share.                ---

No documents have been incorporated by reference in this Form 10-K.


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                                TABLE OF CONTENTS

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<CAPTION>
                                                                                                                 Page
<S>             <C>                                                                                              <C>
PART I

Item 1.         Business                                                                                           1
Item 2.         Properties                                                                                         1
Item 3.         Legal Proceedings                                                                                  1
Item 4.         Submission of Matters to a Vote of Security Holders                                                1


PART II

Item 5.         Market for Registrant's Common Equity and Related Stockholder Matters                              1
Item 6.         Selected Financial Data                                                                            1
Item 7.         Management's Discussion and Analysis of Financial Condition and Results of Operations              2
Item 7A.        Quantitative and Qualitative Disclosures About Market Risk                                         2
Item 8.         Financial Statements and Supplementary Data                                                        2
Item 9.         Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               2


PART III

Item 10.        Directors and Executive Officers of the Registrant                                                 2
Item 11.        Executive Compensation                                                                             2
Item 12.        Security Ownership of Certain Beneficial Owners and Management                                     2
Item 13.        Certain Relationships and Related Transactions                                                     2


PART IV

Item 14.        Exhibits, Financial Statements, Schedules and Reports on Form 8-K                                  3
</TABLE>


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                The Mellon Bank Credit Card Master Trust (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement, dated as of November 1,
1995, between Mellon Bank (DE) National Association ("Mellon (DE)"), as
Transferor and Servicer, and The Bank of New York, as Trustee. The Trust was
formed for the purpose of acquiring certain trust assets and issuing asset-based
certificates under the Pooling and Servicing Agreement and one or more
supplements thereto. The property of the Trust includes a portfolio of
receivables arising under selected MasterCard and VISA revolving credit accounts
transferred to the Trust by Mellon (DE).

                On November 21, 1995, the Trust issued $814,625,000 of Class A
Floating Rate Asset Backed Certificates, Series 1995-A and $54,625,000 Class B
Floating Rate Asset Backed Certificates, Series 1995-A (together, the
"Certificates"). On February 8, 1996, the Certificates were registered pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended.

                In early 1999, Mellon Bank Corporation announced its intention
to sell its credit card business, including the transfer by Mellon (DE) of all
of its rights as Transferor and Servicer under the Trust and the assumption by
the purchaser of all of Mellon (DE)'s obligations as Transferor and Servicer
under the Trust.

                                     PART I
ITEM 1.           BUSINESS

                  Omitted.

ITEM 2.           PROPERTIES

                  Omitted.

ITEM 3.           LEGAL PROCEEDINGS

                  None.

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

                  None.


                                     PART II

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

                  There is one holder of record of each Class of Certificates.

                  To the knowledge of the Trust, there is an over the counter
                  public trading market for the Certificates, although the
                  frequency of transactions varies substantially over time.

ITEM 6.           SELECTED FINANCIAL DATA

                  Omitted.



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ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

                  Omitted.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  Not Applicable.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  Omitted.

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 

                  Omitted.

ITEM 11.          EXECUTIVE COMPENSATION

                  Omitted.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  A nominee of The Depository Trust Company is the sole record
                  owner of each Class of Certificates. As of December 31, 1998,
                  based on a review of public filings with the Securities and
                  Exchange Commission, no person was known to be the beneficial
                  owner of more than 5% of the total principal amount of either
                  Class of Certificates outstanding on that date.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  None.





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                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON 
                  FORM 8-K

                  (a) Listed below are the documents filed as a part of this
                  report:

<TABLE>
<CAPTION>
                  Exhibit Number
                  --------------
                  <S>             <C>
                       20.1       Annual Certificateholders Report

                       20.2       Annual Servicer's Certificate

                       20.3       Report of Independent Certified Public Accountants
</TABLE>

                  (b) Reports on Form 8-K:

                  On each of the following dates, the Trust filed a Form 8-K
                  with the Commission reporting information under Items 5 and 7:

                      January 13, 1998 
                      February 13, 1998 
                      March 11, 1998
                      April 15, 1998 
                      May 12, 1998 
                      June 15, 1998 
                      July 14, 1998 
                      August 18, 1998 
                      September 10, 1998 
                      October 9, 1998
                      November 9, 1998 
                      December 7, 1998

                  (c) Omitted.

                  (d) Omitted.







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                                   SIGNATURES

                Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Mellon (DE), on behalf of the Trust, has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            MELLON BANK CREDIT CARD MASTER TRUST


                                            By MELLON BANK (DE) NATIONAL
                                                ASSOCIATION


                                               By      JOHN L. KLINCK, JR.
                                                   ----------------------------
                                                   Name:  John L. Klinck, Jr.
                                                   Title: Senior Vice President


Date:  March 26, 1999












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                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
Exhibit                                                                                                     Page
-------
<S>      <C>                                                                                                <C>
20.1     Annual Certificateholders Report                                                                     6
20.2     Annual Servicer's Certificate                                                                        7
20.3     Report of Independent Certified Public Accountants                                                   8
</TABLE>


















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