Exhibit 99.03

Year 2000 Information

YEAR 2000 PROJECT OVERVIEW.	Like most major financial institutions, 
MBNA Corporation (the "Corporation") parent corporation to MBNA America 
Bank, National Association, which is servicer to the MBNA Master Credit 
Card Trust II, is highly dependent upon technology to deliver products 
and services to its customers. Credit card transactions and 
authorizations require a variety of voice and data networks, and 
service providers to operate successfully. Sophisticated computer and 
telecommunication systems enable the Corporation to process these 
transactions and service customer accounts. Many computer applications 
have been written using two digits rather than four to define the 
applicable year, and therefore may not recognize a date using "00" as 
the Year2000. If proper steps are not taken to address this issue, an 
inability of the application to properly process transactions with 
dates in the Year 2000 or thereafter could result.

The Corporation began its Year 2000 Project (the "Project") to 
address this issue in 1994. The Project is organized into six major 
components: Application Software; Infrastructure; Business Unit; 
Telecommunication; Desktop Infrastructure; and Readiness Testing. The 
Application Software component includes all internally developed and 
purchased software used to perform specific business functions. This 
portion of the Project encompasses nearly all mission critical 
applications, including systems that service and support loans, 
deposits, customer service activities, and financial systems. The 
Infrastructure component includes the computer hardware and associated 
system's software upon which Application Software is run, and includes 
Mainframe and Distributed system platforms. The Business Unit component 
encompasses application software, developed or acquired, managed 
outside the technology area. It also includes all vendor supplied 
services and non-technology equipment, such as building operation and 
security systems. The Telecommunication component incorporates all 
voice and data networking and switching components; voice response 
technology; and local, long distance, and international 
telecommunication services. The Desktop Infrastructure component 
addresses local area network and desktop computing environments and 
includes all hardware and software components. The Readiness Testing 
component is the final comprehensive integrated test of Application 
Software and Infrastructure in a fully Year 2000 compliant environment. 
This will include interfaces with major vendors such as MasterCard 
International and Visa International. 

The Corporation has substantially completed the Application 
Software, Infrastructure, Business Unit, Telecommunication, and Desktop 
Infrastructure components of the Project. This included the assessment, 
renovation, validation and implementation phases. Assessment activities 
will continue throughout 1999to minimize overall risk. During 1999, the 
Corporation will complete implementation of any newly purchased 
software, perform the readiness testing, and finalize contingency 
plans.

PROJECT READINESS. The Application Software and Infrastructure, the 
most substantial components of the Project, are complete and have been 
implemented into production, with the exception of a small number of 
purchased software packages. Application Software is extensively tested 
for Year 2000 readiness prior to placing it into production. The 
Corporation expects that the updates to the remaining purchased 
software packages will be implemented by June 30,1999. Business Unit 
efforts, which primarily involve work with third-party vendors, are 
estimated to be approximately 75% complete. The Corporation's business 
units have completed Year 2000 assessments and are in varying stages of 
renovation, validation and implementation. Vendors have been contacted 
regarding their progress and regular meetings and site visits have 
been, and will continue to be, held with critical vendors to evaluate 
their progress. Remediation of Business Unit's applications is planned 
and on track to be completed by June 30, 1999. The Corporation does not 
have significant Year 2000exposure from non-technology equipment. 

Internal telecommunication hardware and software upgrades are 
substantially completed. The Corporation is actively participating in 
various telecommunication forums in order to monitor telecommunication 
service provider readiness and to establish interoperability testing 
standards.

The Desktop Infrastructure efforts are substantially completed 
with final completion expected by March 31, 1999.

A standalone test environment is currently being constructed to 
perform extensive final readiness testing. A standalone test 
environment is separate from the Corporation's production systems and 
thus reduces the risk that testing will disrupt the Corporation's 
operations. This environment will include a voice and data network as 
well as mainframe, distributed, and desktop computers. All critical 
applications will be fully tested in a Year 2000compliant environment 
as a final assurance step. Testing within the mainframe environment has 
started and is expected to be rolled out to the full environment by 
April 1999. Testing will continue through September 1999,incorporating 
all critical Year 2000 dates. This environment will be maintained 
throughout 1999 in order to allow testing of significant system changes 
and newly acquired software.

The Corporation relies on various third-parties to perform 
processing services and to supply critical system applications. 
Critical third-party provided software applications are being tested 
regardless of vendor statements to fitness to ensure Year 2000 
compliance. Regular meetings and site visits are being held with 
MasterCard International, Visa International and other critical third 
party service providers to evaluate and monitor their project status.

COSTS.	The total cost associated with required modifications to 
become Year2000 compliant is not expected to be material to the 
Corporation's consolidated financial position. The estimated total cost 
of the Project is expected to be approximately $40 million. Costs 
incurred and expensed through December 31,1998 were approximately $20 
million. The majority of the remaining cost is associated with 
conducting the readiness testing, preparing contingency plans, and 
staffing a transition team for early 2000.

RISKS.	Because the Corporation's business is highly reliant on 
various types of computer technologies, disruptions caused by Year 2000 
failures have the potential to have a material impact on the 
Corporation's operations, liquidity, and financial condition. Due 
primarily to the general uncertainty of the Year2000 readiness of some 
third-party providers, at this time the Corporation cannot with 
substantial certainty determine whether or not consequences of Year2000 
failures will have a material impact on the Corporation's results of 
operations, liquidity or financial condition. Based on the current 
project status and extensive testing completed and planned, the 
Corporation expects any internal Year 2000 system failure will be 
handled in the normal course of business and will not have a 
significant impact on the Corporation. It is more likely that any 
impact will result from a third-party that the Corporation conducts 
business with directly or indirectly. A likely worst case scenario 
would involve major disruption of the telecommunications network, a 
major disruption in the supply of electrical power, failure of one or 
more of the primary financial switching networks or, in the United 
Kingdom, failure of the primary data servicing provider. Revenues could 
be negatively impacted if Year2000 failures prevent the Corporation or 
other entities from processing customer transactions and cause 
customers to curtail credit card spending for a period of time.

CONTINGENCY PLANS.	The Corporation has a standing contingency plan 
that addresses various types of business interruptions. This plan is 
tested and updated on a regular basis. The Corporation has been and 
will continue to develop contingency plans to address possible negative 
impacts specific to the Year 2000 problem. Plans are complete and in 
place for any critical third-party software application which will not 
be Year 2000 compliant. At this time it is not expected that these 
plans will need to be implemented. Contingency plans for critical 
third-party providers are in varying stages of development. These plans 
are expected to be completed by June 30, 1999. The Corporation 
maintains a standing contingency plan to address liquidity and capital 
needs. A plan specific to Year 2000 implications has been completed. 
This plan will continue to be modified as necessary based on identified 
or perceived market risks. Efforts are underway in each business unit 
to revise existing contingency plans to address specific Year 2000 
implications. These plans will continue to be updated throughout 1999 
as additional information becomes available regarding specific 
identified risks.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS.	The above disclosure on 
Year 2000 issues includes forward-looking statements concerning the 
Corporation's future operations, expenses and financial performance. 
Such statements are subject to risks and uncertainties that may cause 
the Corporation's actual operations and performance to differ 
materially from those set forth in such forward-looking statements. 
Factors which could cause the Corporation's actual results to differ 
materially from those projected by the Corporation include, but are not 
limited to, the following: failure of third parties providing software, 
telecommunications, data networks, and other products or services to 
the Corporation to become Year 2000 compliant; insufficient staff and 
other technical resources; unexpected difficulties in implementing 
system enhancements; disruptions in the overall consumer credit market 
due to Year2000 problems; and disruptions in capital markets due to 
Year 2000 problems. 

DOCSDC1:81190.1 	2