<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

      [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
            For fiscal year ended December 31, 2005

                                       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: 000-50139

                        FIRST NATIONAL MASTER NOTE TRUST
             (Exact name of registrant as specified in its charter)

        Nebraska                                        Not Applicable
------------------------------                  --------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

        1620 Dodge Street, Stop Code 3198, Omaha, Nebraska    68197-3198
       ------------------------------------------------------------------
             (Address of principal executive offices)    (Zip Code)

                                 (402) 341-0500
               ---------------------------------------------------
              (Registrant's telephone number, including area code)

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                               Title of Each Class
                 Series 2002-1 Asset Backed Notes, Class A Notes
                 Series 2002-1 Asset Backed Notes, Class B Notes
                 Series 2002-1 Asset Backed Notes, Class C Notes
                 Series 2003-1 Asset Backed Notes, Class A Notes
                 Series 2003-1 Asset Backed Notes, Class B Notes
                 Series 2003-1 Asset Backed Notes, Class C Notes
                 Series 2003-2 Asset Backed Notes, Class A Notes
                 Series 2003-2 Asset Backed Notes, Class B Notes
                 Series 2003-2 Asset Backed Notes, Class C Notes

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): Large accelerated filer [ ]   Accelerated filer [ ]  Non-accelerated
filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. None.


                       DOCUMENTS INCORPORATED BY REFERENCE

        No documents have been incorporated by reference into this Form 10-K.

================================================================================


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
                                     PART I

Item  1.    Business                                                           4
Item  2.    Properties                                                         5
Item  3.    Legal Proceedings                                                  5
Item  4.    Submission of Matters to a Vote of Security Holders                5

                                     PART II

Item  5.    Market for the Registrant's Common Equity and Related
                Stockholder Matters                                            5
Item  6.    Selected Financial Data                                            6
Item  7.    Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                      6
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk         6
Item  8.    Financial Statements and Supplementary Data                        7
Item  9.    Changes in and Disagreements With Accountants on Accounting
                and Financial Disclosure                                       15
Item 9A.    Controls and Procedures                                            15

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant                 15
Item 11.    Executive Compensation                                             15
Item 12.    Security Ownership of Certain Beneficial Owners and Management     15
Item 13.    Certain Relationships and Related Transactions                     16
Item 14.    Principal Accounting Fees and Services                             16

                                     PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K    16

SIGNATURES                                                                     18

EXHIBIT 23.1                                                                   19
EXHIBIT 31.1                                                                   20
EXHIBIT 32.1                                                                   21
EXHIBIT 32.2                                                                   22
EXHIBIT 99.1                                                                   23
</TABLE>

                                       2
<PAGE>

                                     PART I

      In no-action letters issued to a variety of issuers of pass-through
securities representing ownership interests in trusts whose principal assets are
receivables generated under consumer credit accounts owned by the financial and
retailing institutions which established such trusts, the Division of
Corporation Finance has stated that it would not raise any objection if the
servicer of the trust, on behalf of the trust, files the trust's Annual Report
on Form 10-K in accordance with a specified format. See, e.g., Sears Credit
Account Master Trust II (August 24, 1995); Mercantile Credit Card Master Trust
(August 23, 1995); Banc One Credit Card Master Trust (May 26, 1995); Household
Affinity Credit Card Master Trust I (April 29, 1994); Sears Credit Account
Master Trust I (December 23, 1993); First Deposit Master Trust (December 23,
1993); Discover Card Trust 1993 B (April 9, 1993); Prime Credit Master Trust
(January 29, 1993); Private Label Credit Card Master Trust (May 20, 1992); and
Chase Manhattan Credit Card Trust 1990-A (March 22, 1991). This Annual Report on
Form 10-K is in substantially the form to which the Division of Corporation
Finance, in the no-action letters referred to above, has stated that it would
not object.

ITEM 1.  Business.

      The First National Master Note Trust (the "Trust") was formed for the
purpose of issuing, from time to time, asset-backed notes under the Master
Indenture dated as of October 24, 2002 (as supplemented from time to time, the
"Indenture") between the Trust and The Bank of New York (the "Indenture
Trustee") and one or more supplements thereto. The property of the Trust
includes, and will include, a portfolio of receivables and/or collateral
certificates representing a beneficial interest in receivables (collectively,
the "Receivables") generated from time to time by certain designated eligible
VISA and Mastercard credit card accounts (collectively, the "Accounts") owned by
First National Bank of Omaha, all monies due or to become due in payment of the
Receivables, all proceeds of such Receivables and any series credit enhancement
provided for any particular series or class of notes.

      On October 24, 2002, the Trust issued: $332,000,000 Class A Notes, Series
2002-1 Asset Backed Notes; $31,000,000 Class B Notes, Series 2002-1 Asset Backed
Notes; and $37,000,000 Class C Notes, Series 2002-1 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated October
16, 2002 and the prospectus dated October 16, 2002. These notes were retired in
October 2005.

      On December 30, 2002, the Trust issued: $136,125,000 Series 2002-2
Floating Rate Class A Asset Backed Notes and $13,875,000 Series 2002-2 Floating
Rate Class B Asset Backed Notes. These notes were privately placed. These notes
were retired in December 2003.

      On March 20, 2003, the Trust issued: $415,000,000 Class A Notes, Series
2003-1 Asset Backed Notes; $38,750,000 Class B Notes, Series 2003-1 Asset Backed
Notes; and $46,250,000 Class C Notes, Series 2003-1 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated March 13,
2003 and the prospectus dated March 13, 2003. These notes were retired in March
2006.

                                       3
<PAGE>


      On November 17, 2003, the Trust issued: $411,250,000 Class A Notes, Series
2003-2 Asset Backed Notes; $40,000,000 Class B Notes, Series 2003-2 Asset Backed
Notes; and $48,750,000 Class C Notes, Series 2003-2 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated November
4, 2003 and the prospectus dated November 4, 2003.

      On December 17, 2003, the Trust issued the VFN Series 2003-3 Asset Backed
Notes. These notes were privately placed. The outstanding principal amount of
these Notes may vary from time to time, up to $224,375,000 for the Class A-1
Notes, up to $89,750,000 for the Class A-2 Notes, up to $25,625,000 for the
Class B-1 Notes and up to $10,250,000 for the Class B-2 Notes.

      On June 15, 2004, the Trust issued the VFN Series 2004-1 Asset Backed
Notes. These notes were privately placed. The outstanding principal amount of
these notes may vary from time to time, up to $246,750,000 for the Class A
Notes, up to $24,000,000 for the Class B Notes and up to $29,250,000 for the
Class C Notes.

      On October 17, 2005, the Trust issued the VFN Series 2005-1 Asset Backed
Notes. These notes were privately placed. The outstanding principal amount of
these notes may vary from time to time, up to $541,500,000 for the Class A Notes
and up to $58,500,000 for the Class B Notes.

ITEM 2.  Properties.

      The property of the Trust includes, and will include, a portfolio of
Receivables and/or collateral certificates representing a beneficial interest in
Receivables generated from time to time by certain designated eligible Accounts
owned by First National Bank of Omaha, all monies due or to become due in
payment of the Receivables, all proceeds of such Receivables and any series
credit enhancement provided for any particular series or class of notes.
Pursuant to the Indenture and pursuant to the related amended and restated
pooling and servicing agreement and transfer and servicing agreement, each month
the servicer prepares a monthly report (the "Monthly Report") containing
information regarding the Trust's notes and assets for the prior month and the
related payment dates for the notes. First National Bank of Omaha, as servicer,
has executed the Annual Servicer's Certificate regarding its servicing
activities which is attached hereto as Exhibit 99.1.

ITEM 3.  Legal Proceedings.

      There is nothing to report with regard to this item.

ITEM 4.  Submission of Matters to a Vote of Security Holders.

      There is nothing to report with regard to this item.

                                     PART II

ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.

      To the best knowledge of the Trust, there are secondary sales of the
Trust's Series 2003-2 Asset Backed Notes, Class A Notes; Series

                                       4
<PAGE>

2003-2 Asset Backed Notes, Class B Notes; and Series 2003-2 Asset Backed Notes,
Class C Notes, although the frequency of transactions varies substantially over
time.

      Each of the publicly offered classes of 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.

      The selected financial data has been omitted since the required
information is included in the financial statements.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

      Omitted pursuant to the no-action letters referred to in the first
      paragraph of Part I of this report.

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk.

      There is nothing to report with regard to this item.

                                       5
<PAGE>

ITEM 8.  Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the First National Master Note Trust and its Note Holders
First National Bank of Omaha
Omaha, Nebraska

We have audited the accompanying statements of assets and liabilities arising
from cash transactions of the First National Master Note Trust (the "Trust") as
of December 31, 2005 and 2004, and the related statements of distributable
income arising from cash transactions for each of the three years in the period
ended December 31, 2005. These financial statements are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Trust is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

As discussed in Note 1 to the financial statements, these financial statements
are prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than accounting principles generally
accepted in the United States of America.

In our opinion, such financial statements present fairly, in all material
respects, the assets and liabilities of the Trust at December 31, 2005 and 2004,
and its distributable income for each of the three years in the period ended
December 31, 2005 on the basis of accounting described in Note 1.

/s/  Deloitte & Touche LLP
Omaha, Nebraska
March 22, 2006

                                       6
<PAGE>

FIRST NATIONAL MASTER NOTE TRUST

STATEMENTS OF ASSETS AND LIABILITIES ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                             2005               2004
<S>                                    <C>               <C>
ASSETS

Cash available for distribution        $      2,274,946   $     28,315,763

Credit card receivables                   1,850,000,000      1,859,000,000
                                       ----------------   ----------------

            Total assets               $  1,852,274,946   $  1,887,315,763
                                       ================   ================
LIABILITIES

Income to be distributed               $      2,274,946   $     28,315,763

Asset-backed notes:
  Series 2002-1                                       -        400,000,000
  Series 2003-1                             500,000,000        500,000,000
  Series 2003-2                             500 000 000        500 000 000
  Series 2003-3                             140,000,000        259,000,000
  Series 2004-1                             210,000,000        200,000,000
  Series 2005-1                             500,000,000                  -
                                       ----------------   ----------------

            Total asset-backed notes      1,850,000,000      1,859,000,000
                                       ----------------   ----------------

            Total liabilities          $  1,852,274,946   $  1,887,315,763
                                       ================   ================
</TABLE>

See notes to cash basis financial statements.

                                       7
<PAGE>

FIRST NATIONAL MASTER NOTE TRUST

STATEMENTS OF DISTRIBUTABLE INCOME ARISING FROM CASH TRANSACTIONS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                                                               2005                2004              2003
<S>                                                      <C>                <C>                <C>
Distributable Income:
  Allocable to principal                                 $  2,719,171,427   $  2,508,587,685   $  1,281,554,115
  Allocable to interest                                       335,095,911        303,681,339        183,124,321
                                                         ----------------   ----------------   ----------------

             Distributable income                           3,054,267,338      2,812,269,024      1,464,678,436

Income Distributed:
  Distribution of principal to purchase new
    receivables                                             2,719,171,427      2,508,587,685      1,281,554,115
  Interest paid on asset-backed notes                          62,401,124         28,711,102         12,284,226
  Servicing fees paid for First National Bank
    of Omaha                                                   36,162,907         31,664,590         16,060,979
  Distribution to purchase new receivables
    for amounts previously written off                        156,620,276        127,361,924         59,990,899
  Distribution on transferor's interest                        77,636,658         87,627,960         51,435,078
                                                         ----------------   ----------------   ----------------

             Income distributed                             3,051,992,392      2,783,953,261      1,421,325,297
                                                         ----------------   ----------------   ----------------

Excess of distributable income over income distributed   $      2,274,946   $     28,315,763   $     43,353,139
                                                         ================   ================   ================
</TABLE>

See notes to cash basis financial statements.

                                       8
<PAGE>

FIRST NATIONAL MASTER NOTE TRUST

NOTES TO CASH BASIS FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003

1.    GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            First National Master Note Trust (the "Trust") was created to
            acquire interests in credit card receivables and related assets for
            the purpose of issuing asset-backed notes under the Master Indenture
            dated October 24, 2002 between First National Master Note Trust and
            The Bank of New York, and one or more supplements thereto.

            First National Bank of Omaha retains servicing responsibility
            pursuant to the Second Amended and Restated Pooling and Servicing
            Agreement dated as of October 24, 2002 and the Transfer and
            Servicing Agreement dated as of October 24, 2002 and receives annual
            servicing compensation for acting as servicer. In order to
            facilitate its servicing functions and minimize administrative
            burdens and expenses, the Bank retains physical possession of the
            documents relating to the receivables as custodian for the trustee
            of the Receivables Trust and the Trust. The Trust and the
            Receivables Trust have no employees.

            The financial statements of the Trust are prepared on a cash basis
            of accounting. Such financial statements differ from financial
            statements prepared in accordance with accounting principles
            generally accepted in the United States of America in that interest
            income and the related assets are recognized when received rather
            than when earned and distributions are recognized when paid rather
            than when the obligation is incurred. The statement of assets and
            liabilities arising from cash transactions as of December 31, 2005
            and 2004 reflects the amounts to be distributed on January 15, 2006
            and 2005, respectively, which represents the distribution of income
            received by the Trust for the period December 1, 2005 through
            December 31, 2005 and December 1, 2004 through December 31, 2004,
            respectively.

2.    CREDIT CARD RECEIVABLES

            Credit card receivables for the Trust is in the form of a Collateral
            Certificate issued by First Bankcard Master Credit Card Trust (the
            "Receivables Trust") representing an undivided interest in Visa and
            Mastercard credit card receivables and the earnings thereon
            originated by First National Bank of Omaha (the "Bank"), an
            affiliate of the Bank or acquired by the Bank or an affiliate. The
            Collateral Certificate serves as collateral for the asset-backed
            notes issued by the Trust.

3.    PRINCIPAL AND INTEREST PAYMENT

            Collections of principal from the undivided interest in the
            receivables are used to make principal distributions to note holders
            and to purchase new credit card receivables on a daily basis.

                                       9
<PAGE>

            Collections of finance charges, which includes interest, late fees,
            non-sufficient funds check fees, annual fees, recoveries of amounts
            previously written off, and association interchange, are used to pay
            interest to the note holders, pay servicing fees, purchase new
            credit card receivables equal to amounts written off during the
            month and maintain certain reserve and spread accounts. Excess
            finance charge collections, if any, are distributed to First
            National Funding LLC, a subsidiary of the Bank. The distribution
            date is the 15th day of each month (or the next following business
            day).

4.    ASSET-BACKED NOTES

            The Trust may issue from time to time asset-backed notes in one or
            more series, which will consist of one or more classes of notes,
            secured by the Collateral Certificate. As of December 31, 2005 and
            2004, the Trust had issued and had outstanding the following
            floating rate notes:

<TABLE>
<CAPTION>
                          DECEMBER 31, 2005                 DECEMBER 31, 2004
                   -------------------------------   ------------------------------
                                        % OF TOTAL                       % OF TOTAL
DESCRIPTION            $ ISSUED           ISSUED         $ ISSUED          ISSUED
<S>                <C>                 <C>           <C>                 <C>
   Series 2002-1   $              -         0.00%    $    400,000,000        21.52%
   Series 2003-1        500,000,000        27.03          500,000,000        26.90
   Series 2003-2        500,000,000        27.03          500,000,000        26.90
   Series 2003-3        140,000,000         7.56          259,000,000        13.93
   Series 2004-1        210,000,000        11.35          200,000,000        10.75
   Series 2005-1        500,000,000        27.03                    -            -
                   ----------------     --------     ----------------     --------
Total Issued       $  1,850,000,000          100%    $  1,859,000,000       100   %
                   ================     ========     ================     ========
</TABLE>

Series are either publicly issued or privately placed. The following table
summarizes the method of issuance for each series:

<TABLE>
<S>             <C>                  <C>
  2002-1        Publicly issued      October 16, 2002
  2003-1        Publicly issued      March 13, 2003
  2003-2        Publicly issued      November 4, 2003
  2003-3        Privately placed             -
  2004-1        Privately placed             -
  2005-1        Privately placed             -
</TABLE>

                                       10
<PAGE>

The following table summarizes the maturity dates and interest rates as of
December 31:

<TABLE>
<CAPTION>
                          SERIES 2003-1         SERIES 2003-2            SERIES 2003-3       SERIES 2004-1        SERIES 2005-1
                        ------------------  ---------------------   ---------------------  -----------------  -------------------
      TYPE (1)                 TERM                 TERM                   CONDUIT              CONDUIT             CONDUIT
<S>                     <C>                 <C>                     <C>                    <C>                <C>
2005:

Expected principal
  payment date          March 15, 2006 (2)  November 15, 2006 (3)            -                   -                   -

Scheduled Class A
  payment date                   -                    -             December 31, 2008 (4)  July 15, 2010 (5)  October 15, 2011(6)

Interest rates:
 ClassA                    LIBOR* + .10           LIBOR+.ll               CP**+.27                CP                CP+.16
 ClassB                        2.76%                3.08%                 CP+1.22               CP+.09                 -
 ClassC                     LIBOR+1.60              3.70%                    -                  CP+.30               CP+.65

2004;

Expected principal
   payment date         March 15, 2006 (2)  November 15, 2006 (3)

Scheduled Class A
   payment date                  -                    -             December 31, 2008 (4)  July 15, 2010 (5)           -

Interest rates:
 ClassA                      LIBOR+.10            LIBOR+.ll                CP+.27                 CP                   -
 ClassB                        2.76%                3.08%                 CP+1.22               CP+.09                 -
 ClassC                     LIBOR+1.60              3.70%                    -                  CP+.30                 -
</TABLE>

----------

(1)   In a conduit securitization, the Company's loans are converted into
      securities and sold to commercial paper issuers which pool the securities
      with those of other issuers. The amount securitized in a conduit structure
      is allowed to fluctuate within the terms of the facility. Term
      securitization structures are for a fixed amount and a fixed term.

(2)   Collections of the underlying principal receivables required to pay the
      Notes on the expected principal payment date were scheduled to be
      deposited into a trust account for the note holders beginning on March 1,
      2005, except that these deposits have been delayed until January 1, 2006
      as permitted by Section 4.14 of the Series 2003-1 Indenture Supplement.

(3)   Collections of the underlying principal receivables required to pay the
      Notes on the expected principal payment date were scheduled to be
      deposited into a trust account for the note holders beginning on November
      1, 2005, except that these deposits may begin at a later date if permitted
      by Section 4.14 of the Series 2003-2 Indenture Supplement.

(4)   The Class A and B notes of Series 2003-3 are paid sequentially with a
      twelve-month scheduled amortization period beginning December 1, 2007.

(5)   The Class A, B, and C notes of Series 2004-1 are paid sequentially with a
      twelve-month scheduled amortization period beginning July 1, 2009.

(6)   The Class A and C notes of Series 2005-1 are paid sequentially with a
      twelve-month scheduled amortization period beginning October 1, 2010.

* London Interbank Offered Rate

** Commercial Paper

                                       11
<PAGE>

5.    FEDERAL INCOME TAXES

            The Trust is not taxable as a corporation for Federal income tax
            purposes. Accordingly, no provision for income taxes is reflected in
            the accompanying financial statements.

6.    FAIR VALUE OF FINANCIAL INSTRUMENTS

            The fair value of a financial instrument is the current amount that
            would be exchanged between willing parties. Fair value is best
            determined based upon quoted market prices. However, in many
            instances, there are no quoted market prices for the Trust's various
            financial instruments. In cases where quoted market prices are not
            available, fair values are based on estimates using present value or
            other valuation techniques. Those techniques are significantly
            affected by the assumptions used, including the discount rate and
            estimates of future cash flows. Accordingly, the fair value
            estimates may not be realized in an immediate settlement of the
            instrument.

            The following table presents the carrying amounts and fair values of
            the specified assets and liabilities held by the Trust at December
            31, 2005 and 2004. The information presented is based on pertinent
            information available to management as of December 31, 2005 and
            2004. Although management is not aware of any factors that would
            significantly affect the estimated fair value amounts, such amounts
            have not been comprehensively revalued since that time, and the
            current estimated fair value of these financial instruments may have
            changed since that point in time.

<TABLE>
<CAPTION>
                                  DECEMBER 31, 2005                    DECEMBER 31, 2004
                         -----------------------------------   -----------------------------------
                                               ESTIMATED                             ESTIMATED
                             CARRYING             FAIR             CARRYING             FAIR
                              AMOUNT              VALUE             AMOUNT             VALUE
<S>                      <C>                <C>                <C>                <C>
Financial assets:
 Cash available for
   distribution          $      2,274,946   $      2,274,946   $     28,315,763   $     28,315,763
 Credit card
   receivables           $  1,850,000,000   $  1,838,160,000      1,859,000,000      1,859,000,000

Financial liabilities:
 Income to be
   distributed           $      2,274,946   $      2,274,946   $     28,315,763   $     28,315,763
 Asset-backed
   notes                 $  1,850,000,000   $  1,850,000,000      1,859,000,000      1,859,000,000
   </TABLE>

The following methods and assumptions were used in estimating fair value
disclosures for the Trust's financial instruments:

CASH AVAILABLE FOR DISTRIBUTION AND INCOME TO BE DISTRIBUTED - The carrying
amounts of these financial instruments approximate fair values due to the
short-term nature of these instruments.

CREDIT CARD RECEIVABLES - The fair values of the Trust's undivided interest in
credit card receivables have been estimated using two methods: 1) the carrying
amounts of short-term and variable rate loans approximate fair values excluding
certain credit card loans

                                       12
<PAGE>

which are tied to an index floor; and 2) for all other loans, discounting of
projected future cash flows. When using the discounting method, loans are pooled
in homogeneous groups with similar terms and conditions and discounted at a
target rate at which similar loans would be made to borrowers at year end.

ASSET-BACKED NOTES - The carrying amounts of asset-backed notes approximate the
fair values because the notes carry variable interest rates.

                                       13
<PAGE>

ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

      There is nothing to report with regard to this item.

ITEM 9A.  Controls and Procedures.

      Not required by Items 307 and 308 of Regulation S-K.

                                    PART III

ITEM 10.  Directors and Executive Officers of the Registrant.

      Omitted pursuant to the no-action letters referred to in the
first paragraph of Part I of this report and not required by Instruction 3 to
Item 406 of Regulation S-K.

ITEM 11.  Executive Compensation.

      Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.

      a) Each publicly offered class of the Trust's notes is represented by one
      or more notes registered in the name of Cede, the nominee of DTC. An
      investor holding an interest in such classes of notes is not entitled to
      receive a note representing such interest except in limited circumstances
      set forth in the Indenture. Accordingly, Cede is the sole holder of record
      of such notes, which it holds on behalf of brokers, dealers, banks, and
      other direct participants in the DTC system. Such direct participants may
      hold notes for their own accounts 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 pursuant to the no-action letters referred to in the first
      paragraph of Part I of this report.

      c) Omitted pursuant to the no-action letters referred to in the first
      paragraph of Part I of this report.

      Information required by Item 201(d) of Regulation S-K omitted because the
notes are not issued under equity compensation plans.

                                       14
<PAGE>

ITEM 13.  Certain Relationships and Related Transactions.

      There is nothing to report with regard to this item.

ITEM 14.  Principal Accounting Fees and Services.

      Omitted pursuant to the Instruction to Item 14 of Form 10-K.

                                     PART IV

ITEM 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

      a)    Listed below are the documents filed as part of this report:

            1)    All financial statements are included in Item 8 of this
                  report.

            2)     Exhibit 23.1      Consent of Independent Registered
                                     Public Accounting Firm

                   Exhibit 31.1      Certification pursuant to
                                     Rule 13a-14 of the Securities
                                     Exchange Act of 1934.

                   Exhibit 32.1      Certification pursuant
                                     to 18 U.S.C. Section 1350, as adopted
                                     pursuant to Section 906 of the
                                     Sarbanes-Oxley Act of 2002.

                   Exhibit 32.2      Certification pursuant
                                     to 18 U.S.C. Section 1350, as adopted
                                     pursuant to Section 906
                                     of the Sarbanes-Oxley Act of 2002.

                   Exhibit 99.1      Annual Servicer's Certificate.

                   Exhibit 99.2      Monthly Reports for the due periods
                                     beginning  in January 2005 and ending in
                                     December 2005 are incorporated by reference
                                     from the Trust's Current Reports on Form
                                     8-K filed with the Commission on the
                                     following dates: February 28, 2005; March
                                     30, 2005; April 26, 2005; May 24, 2005;
                                     June 24, 2005; July 29, 2005; August 23,
                                     2005; September 26, 2005; October 27, 2005;
                                     November 30, 2005; December 28, 2005 and
                                     January 31, 2006 (Commission File No.
                                     000-50139).

            b)    Reports on Form 8-K:

                                       15
<PAGE>

      The following Current Reports on Form 8-K were filed during the fourth
quarter of 2005:

<TABLE>
<CAPTION>
ITEMS REPORTED                                             DATE OF REPORT
--------------                                           -----------------
<S>                                                      <C>
Items 8.01 and 9.01:  Monthly Report, September 2005     October 27, 2005
Items 8.01 and 9.01:  Monthly Report, October 2005       November 30, 2005
Items 8.01 and 9.01:  Monthly Report, November 2005      December 28, 2005
</TABLE>

c) Included in Item 15(a)(2) of this report pursuant to Items 15(a)(3) and 15(c)
of Form 10-K.

d) Omitted pursuant to the no-action letters referred to in the first paragraph
of Part I of this report.

                                       16
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  March 29, 2006     FIRST NATIONAL MASTER NOTE TRUST

                           By:  First National Bank of Omaha,
                                As Servicer of First National Master
                                Note Trust

                           By:  /s/ Timothy D. Hart
                                ---------------------------------------
                                Timothy D. Hart, Senior Vice President,
                                Treasurer and Assistant Secretary

Dated:  March 29, 2006     FIRST NATIONAL FUNDING LLC, as Transferor

                           By:  First National Funding Corporation,
                                Managing Member

                           By:  /s/ Karlyn Knieriem
                                ---------------------------------------
                                Karlyn Knieriem, Senior Vice President
                                and Treasurer

                                       17