EXECUTION COPY Exhibit 4.5


FIRST AMENDMENT
TO
THE MBNA MASTER CREDIT CARD TRUST II
SERIES 1994-B SUPPLEMENT



THIS FIRST AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST II
SERIES 1994-B SUPPLEMENT, dated as of November 30, 1994 (the "First
Amendment") is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, a
national banking association, as Seller and Servicer, and THE BANK OF
NEW YORK, as Trustee under the Pooling and Servicing Agreement dated as
of August 4, 1994 between MBNA America Bank, National Association and
the Trustee (the "Agreement").

WHEREAS the Seller and Servicer and the Trustee have
executed a supplement to the Agreement (the "Series 1994-B Supplement")
dated as of August 18, 1994.

WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1994-B Supplement as provided herein.

NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:

SECTION 1. Amendment of Section 2. The definition of the
term "Controlled Accumulation Amount" in Section 2 of the Series 1994-B
Supplement is hereby amended to read in its entirety as follows:

"Controlled Accumulation Amount" shall mean (a) for
any Transfer Date with respect to the Accumulation Period prior to
the payment in full of the Class A Investor Interest, $72,500,000;
provided, however, that if the Accumulation Period Length is
determined to be less than 12 months pursuant to subsection
4.09(i), the Controlled Accumulation Amount for each Transfer Date
with respect to the Accumulation Period prior to the payment in
full of the Class A Investor Interest will be equal to (i) the
product of (x) the Class A Initial Investor Interest and (y) the
Accumulation Period Factor for such Monthly Period divided by (ii)
the Required Accumulation Factor Number, and (b) for any Transfer
Date with respect to the Accumulation Period after payment in full
of the Class A Investor Interest, an amount equal to the Class B
Investor Interest as of such Transfer Date.

SECTION 2. Effectiveness. The amendments provided for by
this First Amendment shall become effective upon receipt by the Trustee
of the following, each of which shall be satisfactory to the Trustee in
its sole discretion:

(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this First Amendment
will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.

(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
2(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.

(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this First Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.

(d) Counterparts of this First Amendment, duly executed by
the parties hereto.

SECTION 3. Series 1994-B Supplement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all
of the terms and conditions of the Series 1994-B Supplement shall remain
in full force and effect. All references to the Series 1994-B
Supplement in any other document or instrument shall be deemed to mean
such Series 1994-B Supplement as amended by this First Amendment. This
First Amendment shall not constitute a novation of the Series 1994-B
Supplement, but shall constitute an amendment thereof. The parties
hereto agree to be bound by the terms and obligations of the Series
1994-B Supplement, as amended by this First Amendment, as though the
terms and obligations of the Series 1994-B Supplement were set forth
herein.

SECTION 4. Counterparts. This First Amendment may be
executed in any number of counterparts and by separate parties hereto on
separate counterparts, each of which when executed shall be deemed an
original, but all such counterparts taken together shall constitute one
and the same instrument.

SECTION 5. Governing Law. THIS FIRST AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1994-B Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this First Amendment to be duly executed by their respective
officers as of the day and year first above written.



MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer


By: /s/ Thomas Dunn
Name: Thomas Dunn
Title: First Vice President


THE BANK OF NEW YORK,
Trustee



By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Treasurer


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