SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

(Mark One)

[X]  Annual Report pursuant to section 13 or 15 (d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 2002 or
[ ]  Transition report pursuant to section 13 or 15 (d) of the Securities
     Exchange Act of 1934 for the transition period from
                                 to
     ----------------------------   ------------------------


Commission file number:  333-94867-01


                 ----------------------------------------------

                  CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
                                  On behalf of

                    ASSOCIATES CREDIT CARD MASTER NOTE TRUST
                              (Issuer of the Notes)

             (Exact Name of Registrant as Specified in Its Charter)

                  State or other jurisdiction of incorporation
                   or organization: United States of America

                 I.R.S. Employer Identification No.: 46-0358360

                     Address of principal executive offices:
          701 East 60th Street, North, Sioux Falls, South Dakota 57117

      Registrant's telephone number, including area code: (605) 331 - 2626

        Securities registered pursuant to Section 12 (b) of the Act: None

        Securities registered pursuant to Section 12 (g) of the Act: None


         Indicate by 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]

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes               No  X
   ----             ----

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked price of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405, 17 C.F.R. 230.405): Not applicable.

-------------------------------
* The Registrant has prepared its Form 10-K in reliance on and in accordance
with the terms of various no action letters issued by the SEC in respect of
other trusts that are substantially similar to Associates Credit Card Master
Note Trust. Items marked as "omitted" have been so omitted as a result of such
reliance.


<PAGE>

PART I

Item 1.  BUSINESS

         Associates Credit Card Master Note Trust (the "Trust") was formed
         pursuant to a Trust Agreement, dated as of April 1, 2000, by and
         between Associates Credit Card Receivables Corp. (the "Transferor") and
         Wilmington Trust Company, as Owner Trustee (the "Owner Trustee"). The
         Trust is a master trust and has issued, and may in the future issue,
         asset backed notes in series, which may consist of one or more classes
         issued at the same or different times. The notes of each series will be
         issued pursuant to an indenture supplement to an Amended and Restated
         Master Indenture, dated as of April 1, 2000 (the "Master Indenture"),
         by and between the Trust and the Bank of New York, as Indenture Trustee
         (the "Indenture Trustee"). Citibank (South Dakota), National
         Association (the "Servicer") services the receivables and acts as the
         Trust's administrator.

         The Trust has issued Asset Backed Notes, Series 2000 - 98 - 1, Series
         2000 - 98 - 2, Series 2000 - 99 - 1, Series 2000 - 99 - 2, Series 2000
         - 99 - 3 and Series 2000 - 99 - 4 (the "Conduit Notes") and Series 2000
         - 1 and Series 2000 - 2 (the "Public Notes" and, together with the
         Conduit Notes, the "Notes").

         The monthly Servicer's certificates (the "Monthly Certificates")
         contain information relating to the credit card receivables and the
         MasterCard and Visa revolving credit card accounts from which the
         receivables arise and are prepared by the Servicer. The Monthly
         Certificates containing information relating to the receivables and the
         Accounts for the Monthly Periods ending in December 2002 are
         incorporated by reference from the Registrant's Current Reports on Form
         8-K filed with the Commission.

Item 2.  PROPERTIES

         Omitted.

Item 3. LEGAL PROCEEDINGS

         The Registrant knows of no material pending legal proceedings with
         respect to the Trust or the Servicer, other than routine proceedings
         incidental to the business of the Servicer.

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

         No matter was submitted to a vote of noteholders during the fiscal year
         covered by this report.

PART II

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

         To the knowledge of the Registrant, there is no established public
         trading market for the Notes.

         Each class of Conduit Notes is represented by one or more definitive
         notes registered in the name of the purchasers of, or agents for the
         purchasers of, that class of Conduit Notes. Each class of Public Notes
         is represented by one or more notes registered in the name of Cede &
         Co. ("Cede"), the nominee of The Depository Trust Company ("DTC").

Item 6.  SELECTED FINANCIAL DATA

         Omitted.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

         Omitted.


<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Omitted.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Omitted.


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) Each class of Public Notes is represented by one or more definitive
         notes registered in the name of Cede, the nominee of DTC, and an
         investor holding a Public Note issued by the Trust is not entitled to
         receive a definitive note representing such Public Note except in
         limited circumstances set forth in the Master Indenture. Accordingly,
         Cede is the sole holder of record of the Senior Notes, which it holds
         on behalf of brokers, dealers, banks, and other direct participants in
         the DTC system. Such direct participants may hold Senior Notes for
         their own account or for the accounts of their customers. The name and
         address of Cede is Cede & Co., c/o The Depository Trust Company, 55
         Water Street, New York, NY 10041.
         (b) Omitted.
         (c) Omitted.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Omitted.

Item 14. CONTROLS AND PROCEDURES

         Omitted.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
         (a) The following documents are filed as part of this Annual Report
         on Form 10-K:

Exhibit Number                              Description
--------------                              -----------
99.1                                        Annual Servicer's Certificate

99.2                                        Compliance Certificate pursuant to
                                            Section 3.09 of the Master Indenture

99.3                                        Sarbanes-Oxley Certification

         (b)  The following Current Reports on Form 8-K were filed during 2002:
                  (i)   Current Report on Form 8-K, filed on January 24, 2003,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of December 2002.
                 (ii)   Current Report on Form 8-K, filed on December 23, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of November 2002.


<PAGE>

                (iii)   Current Report on Form 8-K, filed on November 25, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of October 2002.
                 (iv)   Current Report on Form 8-K, filed on October 25, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of September 2002.
                  (v)   Current Report on Form 8-K, filed on September 20, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of August 2002.
                 (vi)   Current Report on Form 8-K, filed on August 22, 2002
                        and then revised and filed on September 24, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of July 2002.
                (vii)   Current Report on Form 8-K, filed on July 24, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of June 2002.
               (viii)   Current Report on Form 8-K, filed on June 21, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of May 2002.
                 (ix)   Current Report on Form 8-K, filed on May 20, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of April 2002.
                  (x)   Current Report on Form 8-K, filed on April 24, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of March 2002.
                 (xi)   Current Report on Form 8-K, filed on March 20, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of February 2002.
                (xii)   Current Report on Form 8-K, filed on February 21, 2002,
                        reporting Item 5, providing the Monthly Servicer
                        Certificate for the Month of January 2002.

(c)   Omitted.

(d)   Omitted.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
                                  As Servicer


                                        /s/ Douglas Morrison
                                        --------------------
                                            Douglas Morrison
                                            Vice President



Dated: March 27, 2003

                                  EXHIBIT INDEX

Exhibit Number                  Description
--------------                  -----------

99.1                            Annual Servicer's Certificate
99.2                            Compliance Certificate pursuant to Section 3.09
                                of the Master Indenture
99.3                            Sarbanes-Oxley Certification