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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, 1999
                        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)
One Mellon Center,
Pittsburgh, Pennsylvania                                 15258-0001
(Address of principal executive offices                  (Zip Code)
of servicer of registrant)

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, 2000, 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, 2000, 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

<TABLE>
<CAPTION>
PART I
                                                                                         Page
<S>                                                                                      <C>
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, 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.



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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, 1999, 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:

         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 12, 1999
             January 15, 1999
             February 4, 1999
             February 12, 1999
             March 15, 1999
             March 26, 1999
             April 7, 1999
             April 14, 1999
             April 26, 1999
             May 14, 1999
             May 20, 1999
             June 8, 1999
             June 10, 1999
             July 8, 1999
             July 14, 1999
             August 9, 1999
             August 13, 1999
             September 13, 1999
             September 24, 1999
             September 28, 1999
             October 15, 1999
             November 12, 1999
             November 15, 1999
             December 9, 1999 (13 separate 8-K/A filings on this date)
             December 14, 1999
             December 23, 1999
             December 30, 1999

         (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 /s/ C. Leonard O'Connell
                               ---------------------------
                               Name: C. Leonard O'Connell
                               Title: Senior Vice President, Treasurer,
                                      and Chief Financial Officer


Date: March 27, 2000


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

Exhibit                                                        Page
-------

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



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