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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 333-11961

                  MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
             (Exact name of registrant as specified in its charter)

NEW YORK                                                 13-5647901
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No. of
                                                         servicer of registrant)
525 Washington Boulevard
Jersey City, NJ                                          07310
(Address of principal executive offices                  (Zip Code)
of servicer of registrant)

Telephone number of servicer of registrant, including area code:  201-876-6601

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

                                      None

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

                                      None

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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                  This Annual Report on Form 10-K is filed by AFCO Credit
Corporation ("AFCO Credit"), as Servicer of the Mellon Bank Premium Finance Loan
Master Trust (the "Trust"), on behalf of the Trust, pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended.

                  The Trust was formed pursuant to a Pooling and Servicing
Agreement, dated as of December 1, 1996, among Mellon Bank, N.A. ("Mellon
Bank"), as Transferor, AFCO Credit and AFCO Acceptance Corporation ("AFCO
Acceptance"), as Servicer, Premium Financing Specialists, Inc. and Premium
Financing Specialists of California, Inc., as Back-up Servicer, and The First
National Bank of Chicago, as Trustee. The Trust was formed for the purpose of
acquiring certain trust assets and issuing 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 premium finance
agreements originated by either AFCO Credit or AFCO Acceptance to finance the
payment of premiums and related sums on insurance policies. The receivables are
transferred by AFCO Credit or AFCO Acceptance to Mellon Bank, and by Mellon Bank
to the Trust.

                  On December 19, 1996, the Trust issued $440,000,000 of Class A
Floating Rate Asset Backed Certificates, Series 1996-1 and $25,000,000 Class B
Floating Rate Asset Backed Certificates, Series 1996-1 (together, the
"Certificates").

                                     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.


                                       -1-


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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

                       20.4       Annual Aggregate Certificateholders Statement
</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 15, 1998 
                           February 10, 1998
                           February 13, 1998
                           March 13, 1998 
                           April 15, 1998 
                           May 12, 1998 
                           May 14, 1998 
                           June 5, 1998
                           June 15, 1998 
                           July 8, 1998 
                           July 13, 1998 
                           July 31, 1998 
                           August 10, 1998 
                           August 14, 1998
                           September 15, 1998 
                           October 14, 1998 
                           October 16, 1998
                           November 12, 1998
                           November 13, 1998
                           November 25, 1998
                           December 15, 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, AFCO Credit Corporation, on behalf of the
Trust, has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          MELLON BANK PREMIUM FINANCE LOAN
                                          MASTER TRUST


                                          By  AFCO CREDIT CORPORATION


                                              By      C. LEONARD O'CONNELL
                                                  ------------------------------
                                                  Name:  C. Leonard O'Connell
                                                  Title: Senior Vice President, 
                                                         Treasurer, and
                                                         Chief Financial Officer


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
20.4     Annual Aggregate Certificateholders Statement                                                       9
</TABLE>









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