EXHIBIT 8.1


              [Letterhead of Orrick, Herrington & Sutcliffe LLP]

                                February 4, 1997



MBNA America Bank,
  National Association
1100 North King Street
Wilmington, Delaware 19884

                 Re:      MBNA MASTER CREDIT CARD TRUST II
                          ASSET BACKED CERTIFICATES
                          MBNA AMERICA BANK, NATIONAL ASSOCIATION (SELLER)
                          AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as counsel for MBNA America Bank, National Association,
a national banking association (the "Seller"), in connection with the
preparation of Amendment No. 2 to Registration Statement on Form S-3 (the
"Registration Statement"), which has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
for the registration under the Act of series (each, a "Series") of Asset Backed
Certificates (collectively, the "Certificates"), each such series representing
an undivided interest in MBNA Master Credit Card Trust II (the "Trust").  Each
Series of Certificates will be issued pursuant to the Pooling and Servicing
Agreement dated as of August 4, 1994, formed by the Seller on such date, as
amendeded by the First Amendment thereto dated as of March 11, 1996 (the
"Pooling and Servicing Agreement").  The Pooling and Servicing Agreement and
the Series Supplements relating to Series of Certificates issued by the Trust
have been incorporated by reference in the Registration Statement.  The forms
of Series Supplements relating to Series of Certificates to be issued by the
Trust have been filed as Exhibits 4.3 and 4.4 to the Registration Statement.

         We hereby confirm that the statements set forth in the prospectus
relating to the Certificates (the "Prospectus") forming a part of the
Registration Statement under the heading "Federal Income Tax Consequences" and
the statements set forth in each of the forms of prospectus supplements, filed
as Exhibits 4.5 and 4.6 to the Registration Statement, relating to the
Certificates (collectively, the "Prospectus Supplement") forming a part of the
Registration Statement under the heading "Summary of Terms - Tax Status", which
statements have been prepared by
MBNA America Bank,
  National Association
February 4, 1997
Page 2


us, to the extent that they constitute matters of law or legal conclusions with
respect thereto, are correct in all material respects, and we further confirm
our opinions set forth under such headings.

         We note that the forms of Prospectus and Prospectus Supplement do not
relate to a specific transaction.  Accordingly, the above-referenced
description of federal income tax consequences may, under certain
circumstances, require modification in the context of an actual transaction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We also consent to the reference to Orrick, Herrington
& Sutcliffe LLP under the captions "Legal Matters" and "Federal Income Tax
Consequences" in the Prospectus.  In giving such consent, we do not admit that
we are "experts," within the meaning of the term used in the Act or the rules
and regulations of the Securities and Exchange Commission issued thereunder,
with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.

                                        Very truly yours,

                                        /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

                                        ORRICK, HERRINGTON & SUTCLIFFE LLP