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|

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2002

MELLON BANK, N.A.(Originator of Mellon Bank Premium Finance Loan Master Trust)
(Exact name of Registrant as specified in its charter)

|                                               |  |                          |  |                         
|---------------------------------------------- |  | ------------------------ |  | ------------------------
|United States                                  |  | 333-04178                |  | 25-0659306              
|(State or other
jurisdiction of
incorporation) |  | (Commission File Number) |  | (IRS Employer ID Number)

MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST(Exact name of Registrant as specified in its charter)

|                                               |  |                          |  |                         
|---------------------------------------------- |  | ------------------------ |  | ------------------------
|New York                                       |  | 333-11961                |  | 51-0015912              
|(State or other
jurisdiction of
incorporation) |  | (Commission File Number) |  | (IRS Employer ID Number)

One Mellon Center
Pittsburgh, Pennsylvania 15258
(412) 234-5000
(Address, including zip code, and telephone number, including area code, of above registrants principal offices)

MELLON PREMIUM FINANCE LOAN OWNER TRUST(Exact name of Registrant as specified in its charter)

|                                               |  |                          |  |                         
|---------------------------------------------- |  | ------------------------ |  | ------------------------
|Delaware                                       |  | 333-61760-02             |  | 51-6522553              
|(State or other
jurisdiction of
incorporation) |  | (Commission File Number) |  | (IRS Employer ID Number)

c/o Chase Manhattan Bank, USA, National Association
1201 N. Market Street
Wilmington, DE 19801
(302) 428-3372
copy to
Carl Krasik, Esq.
Mellon Financial Corporation
Suite 1910
500 Grant Street
Pittsburgh, Pennsylvania 15258-0001
(412) 234-5222
(Address, including zip code, and telephone number, including area code, of registrants principal offices)

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

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes  
NoX

The Registrant estimates that as of March 1, 2003, the aggregate
market value of voting and non-voting common equity of the
Registrant held by non-affiliates of the Registrant was $0.

As of March 1, 2003, the Registrant had no outstanding shares of
any class of common stock.
No documents have been incorporated by reference in this Form 10-K.





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|             |                                                                                               |  |  |  |  |  |  | 
|------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I      
|             | Item 1. Business                                                                             
|             | Item 2. Properties                                                                           
|             | Item 3. Legal Proceedings                                                                    
|             | Item 4. Submission Of Matters To A Vote Of Security Holders                                  
|PART II     
|             | Item 5. Market For Registrants Common Equity And Related Stockholder Matters                
|             | Item 6. Selected Financial Data                                                              
|             | Item 7. Managements Discussion And Analysis Of Financial Condition And Results Of Operations
|             | Item 7A. Quantitative And Qualitative Disclosures About Market Risk                          
|             | Item 8. Financial Statements And Supplementary Data                                          
|             | Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure 
|PART III    
|             | Item 10. Directors And Executive Officers Of The Registrant                                  
|             | Item 11. Executive Compensation                                                              
|             | Item 12. Security Ownership Of Certain Beneficial Owners And Management                      
|             | Item 13. Certain Relationships And Related Transactions                                      
|             | Item 14. Controls and Procedures                                                             
|PART IV     
|             | Item 15. Exhibits, Financial Statements, Schedules, And Reports On Form 8-K                  
|Exhibit 20.1
|Exhibit 20.2
|Exhibit 20.3
|Exhibit 20.4
|Exhibit 20.5
|Exhibit 20.6



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TABLE OF CONTENTS

|         |         |  |                                                                                       |  |  |      |  |  | 
|-------- | ------- |  | ------------------------------------------------------------------------------------- |  |  | ---- |  |  | 
|Part I   |         |  |                                                                                       |  |  | Page
|         | Item 1  |  | Business                                                                              |  |  | 2    | 
|         | Item 2  |  | Properties                                                                            |  |  | 2    | 
|         | Item 3  |  | Legal Proceedings                                                                     |  |  | 2    | 
|         | Item 4  |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 2    | 
|Part II  |         |  |                                                                                       |  |  |      |  | 
|         | Item 5  |  | Market for Registrant's Common Equity and Related Stockholder Matters                 |  |  | 2    | 
|         | Item 6  |  | Selected Financial Data                                                               |  |  | 2    | 
|         | Item 7  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  |  | 3    | 
|         | Item 7A |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |  | 3    | 
|         | Item 8  |  | Financial Statements and Supplementary Data                                           |  |  | 3    | 
|         | Item 9  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  |  | 3    | 
|Part III |         |  |                                                                                       |  |  |      |  | 
|         | Item 10 |  | Directors and Executive Officers of the Registrant                                    |  |  | 3    | 
|         | Item 11 |  | Executive Compensation                                                                |  |  | 3    | 
|         | Item 12 |  | Security Ownership of Certain Beneficial Owners and Management                        |  |  | 3    | 
|         | Item 13 |  | Certain Relationships and Related Transactions                                        |  |  | 3    | 
|         | Item 14 |  | Controls and
Procedures                                                               |  |  | 3    | 
|Part IV  |         |  |                                                                                       |  |  |      |  | 
|         | Item 15 |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K                     |  |  | 4    | 





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The Mellon Bank Premium Finance Loan Master Trust (the Master
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 Corporation (AFCO) and AFCO
Acceptance Corporation (AFCO Acceptance), as Servicer, Premium
Financing Specialists, Inc. (PFS) and Premium Financing
Specialists of California, Inc. (PFSC), as Back-up Servicer, and
The First National Bank of Chicago, as Trustee. An Amended and
Restated Pooling and Servicing Agreement for the Master Trust,
dated as of June 15, 2001, was entered into by and among Mellon
Premium Finance Loan Owner Trust (the Owner Trust), AFCO Credit
and AFCO Acceptance, as Servicer, PFS and PFSC, as Back-up
Servicer, and Wells Fargo Bank Minnesota, National Association, as
Trustee. The Master Trust was formed for the purpose of acquiring
certain trust assets and issuing certificates under the Pooling and
Servicing Agreement, as amended and restated from time to time, and
one or more supplements thereto. The property of the Master 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, which were transferred by AFCO Credit or AFCO
Acceptance to the Owner Trust, and by the Owner Trust to the Master
Trust.

On December 19, 1996, the Master Trust issued $440,000,000
aggregate principal amount of Class A Floating Rate Asset Backed
Certificates, Series 1996-1 and $25,000,000 aggregate principal
amount of Class B Floating Rate Asset Backed Certificates, Series
1996-1 (together, the 1996 Certificates) under Registration
Statement No. 333-11961 and (in a non-registered transaction) an
uncertificated interest in the Master Trust in the principal amount
of $35,000,000 designated as the Collateral Interest, Series 1996-1
(the 1996 Collateral Interest). On June 15, 2001, the entire
principal of and all interest due on the 1996 Certificates and the
1996 Collateral Interest was paid in full. On June 15, 2001, the
Trust issued $450,000,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 2001-1 and
$20,000,000 aggregate principal amount of Class B Floating Rate
Asset Backed Certificates, Series 2001-1 under Registration
Statement Nos. 333-53250, 333-53250-01 and 333-53250-02 (on Form
S-3) (together, the 2001 Public Certificates) and (in a
non-registered transaction) an uncertificated interest in the
Master Trust in the principal amount of $30,000,000 designated as
the Collateral Interest, Series 2001-1. On June 15, 2001,
the Trust issued (in a non-registered transaction) $270,000,000
aggregate principal amount of Class A Floating Rate Asset Backed
Certificates, Series 2001-2, $12,000,000 aggregate principal amount
of Class B Floating Rate Asset Backed Certificates, Series 2001-2 and
an uncertificated interest in the Master Trust in the amount of
$18,000,000 designated as the Collateral Interest Series 2001-2. On December 17, 2002, the
Trust issued $392,700,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 2002-1 and
$17,600,000 aggregate principal amount of Class B Floating Rate
Asset Backed Certificates, Series 2002-1 under Registration
Statement Nos. 333-99477, 333-99477-01 and 333-99477-02 (on Form
S-3) (together, the 2002 Public Certificates) and (in a
non-registered transaction) an uncertificated interest in the
Master Trust in the principal amount of $29,700,000 designated as
the Collateral Interest, Series 2002-1.





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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



| |  | As of March 17, 2003, there were eight holders of record
of the Series 2001-1 Class A Certificates, one holder of
record of the Series 2001-1 Class B Certificates, one
holder of record of the Collateral Interest, Series 2001-1, one
holder of record of the Series 2001-2 Class A
Certificates, one holder of record of the Series 2001-2
Class B Certificates, one holder of record of the Collateral
Interest, Series 2001-2, ten holders of record of the
Series 2002-1 Class A Certificates, two holders of
record of the Series 2002-1 Class B Certificates and one holder of record of the Collateral Interest, Series 2002-1.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | To the knowledge of the Master Trust, there is an over
the counter public trading market for the 2001 Public
Certificates and the 2002 Public Certificates, although
the frequency of transactions varies substantially over
time.                                                                                                                                                                                                                                                                                                                                                                                                      




Item 6. Selected Financial Data



| |  | Omitted.
| |  | --------

2



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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



| |  | Holders of the 2001 Public Certificates and the 2002
Public Certificates 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 Transactions



| |  | None.
| |  | -----




Item 14. Controls and Procedures



| |  | Omitted.
| |  | --------

3



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PART IV




Item 15. 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, Series 2001-1             
| | ---- |  | ------------------------------------------------------------
|
| | 20.2 |  | Annual Certificateholders Report, Series 2002-1             
|
| | 20.3 |  | Annual Servicers Certificate                               
|
| | 20.4 |  | Report of Independent Certified Public Accountants          
|
| | 20.5 |  | Annual Aggregate Certificateholders Statement, Series 2001-1
|
| | 20.6 |  | Annual Aggregate Certificateholders Statement, Series 2002-1



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



| |  | The Master Trust filed Forms 8-K with the Commission
reporting information under Items 5 and 7, dated as follows:
| |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | January 9, 2002   
| |  |  | ------------------
|
| |  |  | February 11, 2002 
|
| |  |  | March 11, 2002    
|
| |  |  | April 10, 2002    
|
| |  |  | May 9, 2002       
|
| |  |  | June 11, 2002     
|
| |  |  | July 15, 2002     
|
| |  |  | August 9, 2002    
|
| |  |  | September 16, 2002
|
| |  |  | October 9, 2002   
|
| |  |  | November 12, 2002 
|
| |  |  | December 10, 2002 
|
| |  |  | December 31, 2002 



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

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

No annual report to security holders covering 2002 has been
sent to security holders of the registrant. No proxy materials
have been sent to the registrants security holders with respect to
any annual or other meeting of security holders.

4



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Certification

I, Michael A. Bryson, certify that:

1.     I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of Mellon Bank Premium
Finance Loan Master Trust;

2.     Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

3.     Based on my knowledge, the distribution or servicing information required to
be provided to the trustee by the servicer under the pooling and servicing, or
similar, agreement, for inclusion in these reports is included in these
reports;

4.     Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the trustee in accordance with the
terms of the pooling and servicing, or similar, agreement, and except as
disclosed in the reports, the servicer has fulfilled its obligations under the
servicing agreement; and

5.     The reports disclose all significant deficiencies relating to the servicers
compliance with the minimum servicing standards based upon the report provided
by an independent public accountant, after conducting a review as specified in
the pooling and servicing, or similar, agreement, that is included in these
reports.

Date: March 25, 2003

|                      |                                                                      |  |  | 
|--------------------- | -------------------------------------------------------------------- |  |  | 
|/s/ Michael A. Bryson
|                     
|Name:
Title:          | Michael A. Bryson
Executive Vice President & Chief Financial Officer
|                     
|                      | Mellon Bank, N.A.                                                   

5



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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.

|                      |                                                         |                                                                     
|--------------------- | ------------------------------------------------------- | --------------------------------------------------------------------
|                      | MELLON BANK, N.A., as registrant                       
|                     
|                      | By: /s/ Michael A. Bryson                              
|                      | Name:
Title:                                            | Michael A. Bryson
Executive Vice President &
Chief Financial Officer
|                     
|                      | MELLON PREMIUM FINANCE LOAN OWNER TRUST,
as registrant 
|                     
|                      | By: Mellon Bank, N.A., as administrator                
|                     
|                      | By: /s/ Michael A. Bryson                              
|                      | Name:
Title:                                            | Michael A. Bryson
Executive Vice President &
Chief Financial Officer
|                     
|                      | MELLON PREMIUM FINANCE LOAN MASTER TRUST,
as registrant
|                     
|                      | By: Mellon Bank, N.A., as administrator                
|                     
|                      | By: /s/   Michael A. Bryson                            
|                      | Name:
Title:                                            | Michael A. Bryson
Executive Vice President &
Chief Financial Officer
|                     
|                     
|Date: March 25,  2003 |                                                         |                                                                     

6



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EXHIBIT INDEX

|        |  |                                                             
|------- |  | ------------------------------------------------------------
|Exhibit |  |                                                             
|       
|20.1    |  | Annual Certificateholders Report, Series 2001-1             
|       
|20.2    |  | Annual Certificateholders Report, Series 2002-1             
|       
|20.3    |  | Annual Servicers Certificate                               
|       
|20.4    |  | Report of Independent Certified Public Accountants          
|       
|20.5    |  | Annual Aggregate Certificateholders Statement, Series 2001-1
|       
|20.6    |  | Annual Aggregate Certificateholders Statement, Series 2002-1

7