SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K













|                                                                                                              |  |                                                                          
|------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------
|NEW YORK
(State or other jurisdiction of
incorporation or organization)                                       |  | 13-5647901
(I.R.S. Employer
Identification No. of
servicer of registrant)
|                                                                                                             
|One Mellon Center
Pittsburgh, Pennsylvania
(Address of principal executive offices
of servicer of registrant) |  | 15258-0001
(Zip Code)                                                    

Telephone number of servicer of registrant, including area code: (412) 234-5000

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, 2001, 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, 2001, 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

|         |  |                                                                                       |  |      |   | 
|-------- |  | ------------------------------------------------------------------------------------- |  | ---- | - | 
|         |  |                                                                                       |  | Page
|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 | 



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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,
now Bank One, N.A., 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 3l, 2000, 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.

-2-



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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:

|               |  |                                                   
|-------------- |  | --------------------------------------------------
|Exhibit Number
|              
|              
|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     



| |                         
| | ------------------------
| | (b) Reports on Form 8-K:



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



| |                                                    
| | ---------------------------------------------------
| | January 14, 2000                                   
| | February 1, 2000                                   
| | February 14, 2000                                  
| | March 9, 2000 (2 separate 8-K filings on this date)
| | March 14, 2000                                     
| | March 27, 2000                                     
| | April 14, 2000                                     
| | April 24, 2000                                     
| | May 5, 2000                                        
| | May 11, 2000                                       
| | June 12, 2000                                      
| | June 14, 2000                                      
| | July 7, 2000                                       
| | July 11, 2000                                      
| | August 4, 2000                                     
| | August 9, 2000                                     
| | September 1, 2000                                  
| | September 12, 2000                                 
| | October 6, 2000                                    
| | October 11, 2000                                   
| | November 9, 2000                                   
| | November 29, 2000                                  
| | December 12, 2000                                  
| | December 13, 2000                                  
| | December 14, 2000                                  



| |             
| | ------------
| | (c) Omitted.



| |             
| | ------------
| | (d) Omitted.

-3-



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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:                         |  |  |  | /s/ C. Leonard OConnell
| |  |  |                             |  |  |  |                         
| |  |  |                             |  |  |  | Name:                    |  |  | C. Leonard OConnell                 
|
|
|
|
| |  |  |                             |  |  |  | Title:                   |  |  | Senior Vice
President, Treasurer, and
|
|
|
|
| |  |  |                             |  |  |  |                          |  |  | Chief Financial Officer              
|
|
|
|
| |  |  |                             |  |  |  |                          |  |  |                                      

Date: March 28, 2001

-4-



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EXHIBIT INDEX

|        |  |                                                    |  |  |  | 
|------- |  | -------------------------------------------------- |  |  |  | 
|Exhibit |  |                                                    |  | 
|       
|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      |  |  |  | 

-5-