##### Table of Contents



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, 2005
 MELLON BANK, N.A.
   United States
(State or other jurisdiction of
incorporation)
    
    333-01478
(Commission File Number)
    
    25-0659306
(IRS Employer ID Number)
 
  MELLON PREMIUM FINANCE LOAN OWNER TRUST
  Delaware
(State or other jurisdiction of
incorporation)
    
    333-61760-02
(Commission File Number)
    
    51-6522553
(IRS Employer ID Number)
 
 
  MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
  Delaware
(State or other jurisdiction of
incorporation)
    
    333-11961
(Commission File Number)
    
    51-0015912
(IRS Employer ID Number)
 
 MELLON BANK PFL MASTER NOTE TRUST
  Delaware
(State or other jurisdiction of
incorporation)
    
    333-113957
(Commission File Number)
    
    51-6522553
(IRS Employer ID Number)
 
 
  
 
 o þ
 o
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




---



##### 



PagePart IItem 1
    
    Business
    
    
    2Item 1A
    
    Risk Factors
    
    
    2Item 2
    
    Properties
    
    
    2Item 3
    
    Legal Proceedings
    
    
    2Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    2Part IIItem 5
    
    Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    2Item 6
    
    Selected Financial Data
    
    
    2Item 7
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    2Item 7A
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    2Item 8
    
    Financial Statements and Supplementary Data
    
    
    2Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    2Item 9A
    
    Controls and Procedures
    
    
    3Item 9B
    
    Other Information
    
    
    3Part IIIItem 10
    
    Directors and Executive Officers of the Registrant
    
    
    3Item 11
    
    Executive Compensation
    
    
    3Item 12
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    3Item 13
    
    Certain Relationships and Related Transactions
    
    
    3Item 14
    
    Principal Accountant Fees and Services
    
    
    3Part IVItem 15
    
    Exhibits and Financial Statement Schedules
    
    
    3Exhibit 20.1Exhibit 20.2Exhibit 20.3Exhibit 20.4
  -i-




---



##### Table of Contents



- 1 -




---



##### Table of Contents



PART I
 
 Item 1.
    
    BusinessOmitted.
 
 Item 1A.
    
    Risk FactorsOmitted.
 
 Item 2.
    
    PropertiesOmitted.
 
 Item 3.
    
    Legal ProceedingsNone.
 
 Item 4.
    
    Submission Of Matters To A Vote Of Security HoldersNone.
 
 PART II
 
 Item 5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity SecuritiesAs of March 29, 2006, there were fifteen holders of record of the Series
2004-1 Class A Notes, one holder of record of the Series 2004-1 Class B
Notes and two holders of record of the Series 2004-1 Class C Notes.To the knowledge of the Note Trust, there is an over the counter public
trading market for the Series 2004-1 Class A, B and C Notes, although
the frequency of transactions varies substantially over time.
 
 Item 6.
    
    Selected Financial DataOmitted.
 
 Item 7.
    
    Managements Discussion And Analysis Of Financial Condition And
Results Of OperationsOmitted.
 
 Item 7A.
    
    Quantitative And Qualitative Disclosures About Market RiskNot Applicable.
 
 Item 8.
    
    Financial Statements And Supplementary DataOmitted.
 
 Item 9.
    
    Changes In And Disagreements With Accountants On Accounting And
Financial DisclosureNone.
 - 2 -




---



##### Table of Contents



Item 9A.
    
    Controls and ProceduresOmitted.
 
 Item 9B.
    
    Other InformationOmitted.
 
 PART III
 
 Item 10.
    
    Directors And Executive Officers Of The RegistrantOmitted.
 
 Item 11.
    
    Executive CompensationOmitted.
 
 Item 12.
    
    Security Ownership Of Certain Beneficial Owners And
Management and Related Stockholder MattersHolders of the Series 2004-1 Class A, B and C Notes generally do not
have a right to vote and are prohibited from taking part in the
management of the Trust.
 
 Item 13.
    
    Certain Relationships And Related TransactionsNone.
 
 Item 14.
    
    Principal Accountant Fees and ServicesOmitted.
 
 PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules(a)
    
    Listed below are the documents filed as a part of this report:Exhibit Number20.1
    
    Annual Noteholders Report20.2
    
    Annual Servicers Certificate20.3
    
    Report of Independent Certified Public Accountants20.4
    
    Annual Aggregate Certificateholders Statement
 - 3 -




---



##### Table of Contents



Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
  - 4 -




---



##### Table of Contents



Certification
       Date: March 31, 2006/s/    Michael A. BrysonName:
    
    Michael A. BrysonTitle:
    
    Executive Vice President &Chief Financial OfficerMellon Bank, N.A.
 C - 1




---



##### Table of Contents



SIGNATURES
  MELLON BANK, N.A., as registrantBy:
    
    /s/    Michael A. BrysonName:
    
    Michael A. BrysonTitle:
    
    Executive Vice President &Chief Financial OfficerMELLON PREMIUM FINANCE LOAN OWNERTRUST, as registrantBy: Mellon Bank, N.A., as administratorBy:
    
    /s/    Michael A. BrysonName:
    
    Michael A. BrysonTitle:
    
    Executive Vice President &Chief Financial OfficerMELLON PREMIUM FINANCE LOANMASTER TRUST, as registrantBy: Mellon Bank, N.A., as administratorBy:
    
    /s/    Michael A. BrysonName:
    
    Michael A. BrysonTitle:
    
    Executive Vice President &Chief Financial OfficerMELLON BANK PFL MASTER NOTE TRUSTBy: Mellon Bank, N.A., as administratorBy:
    
    /s/    Michael A. BrysonName:
    
    Michael A. BrysonTitle:
    
    Executive Vice President &Chief Financial OfficerDate: March 31, 2006
 S - 1




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit20.1
    
    Annual Noteholders Report20.2
    
    Annual Servicers Certificate20.3
    
    Report of Independent Certified Public Accountants20.4
    
    Annual Aggregate Noteholders Statement
 E - 1