Exhibit 99.03

Year 2000 Information

YEAR 2000 PROJECT OVERVIEW. Like most major financial institutions,
MBNA Corporation (the "Corporation") parent corporation to MBNA America
Bank, National Association, which is servicer to the MBNA Master Credit
Card Trust II, is highly dependent upon technology to deliver products
and services to its customers. Credit card transactions and
authorizations require a variety of voice and data networks, and
service providers to operate successfully. Sophisticated computer and
telecommunication systems enable the Corporation to process these
transactions and service customer accounts. Many computer applications
have been written using two digits rather than four to define the
applicable year, and therefore may not recognize a date using "00" as
the Year2000. If proper steps are not taken to address this issue, an
inability of the application to properly process transactions with
dates in the Year 2000 or thereafter could result.

The Corporation began its Year 2000 Project (the "Project") to
address this issue in 1994. The Project is organized into six major
components: Application Software; Infrastructure; Business Unit;
Telecommunication; Desktop Infrastructure; and Readiness Testing. The
Application Software component includes all internally developed and
purchased software used to perform specific business functions. This
portion of the Project encompasses nearly all mission critical
applications, including systems that service and support loans,
deposits, customer service activities, and financial systems. The
Infrastructure component includes the computer hardware and associated
system's software upon which Application Software is run, and includes
Mainframe and Distributed system platforms. The Business Unit component
encompasses application software, developed or acquired, managed
outside the technology area. It also includes all vendor supplied
services and non-technology equipment, such as building operation and
security systems. The Telecommunication component incorporates all
voice and data networking and switching components; voice response
technology; and local, long distance, and international
telecommunication services. The Desktop Infrastructure component
addresses local area network and desktop computing environments and
includes all hardware and software components. The Readiness Testing
component is the final comprehensive integrated test of Application
Software and Infrastructure in a fully Year 2000 compliant environment.
This will include interfaces with major vendors such as MasterCard
International and Visa International.

The Corporation has substantially completed the Application
Software, Infrastructure, Business Unit, Telecommunication, and Desktop
Infrastructure components of the Project. This included the assessment,
renovation, validation and implementation phases. Assessment activities
will continue throughout 1999to minimize overall risk. During 1999, the
Corporation will complete implementation of any newly purchased
software, perform the readiness testing, and finalize contingency
plans.

PROJECT READINESS. The Application Software and Infrastructure, the
most substantial components of the Project, are complete and have been
implemented into production, with the exception of a small number of
purchased software packages. Application Software is extensively tested
for Year 2000 readiness prior to placing it into production. The
Corporation expects that the updates to the remaining purchased
software packages will be implemented by June 30,1999. Business Unit
efforts, which primarily involve work with third-party vendors, are
estimated to be approximately 75% complete. The Corporation's business
units have completed Year 2000 assessments and are in varying stages of
renovation, validation and implementation. Vendors have been contacted
regarding their progress and regular meetings and site visits have
been, and will continue to be, held with critical vendors to evaluate
their progress. Remediation of Business Unit's applications is planned
and on track to be completed by June 30, 1999. The Corporation does not
have significant Year 2000exposure from non-technology equipment.

Internal telecommunication hardware and software upgrades are
substantially completed. The Corporation is actively participating in
various telecommunication forums in order to monitor telecommunication
service provider readiness and to establish interoperability testing
standards.

The Desktop Infrastructure efforts are substantially completed
with final completion expected by March 31, 1999.

A standalone test environment is currently being constructed to
perform extensive final readiness testing. A standalone test
environment is separate from the Corporation's production systems and
thus reduces the risk that testing will disrupt the Corporation's
operations. This environment will include a voice and data network as
well as mainframe, distributed, and desktop computers. All critical
applications will be fully tested in a Year 2000compliant environment
as a final assurance step. Testing within the mainframe environment has
started and is expected to be rolled out to the full environment by
April 1999. Testing will continue through September 1999,incorporating
all critical Year 2000 dates. This environment will be maintained
throughout 1999 in order to allow testing of significant system changes
and newly acquired software.

The Corporation relies on various third-parties to perform
processing services and to supply critical system applications.
Critical third-party provided software applications are being tested
regardless of vendor statements to fitness to ensure Year 2000
compliance. Regular meetings and site visits are being held with
MasterCard International, Visa International and other critical third
party service providers to evaluate and monitor their project status.

COSTS. The total cost associated with required modifications to
become Year2000 compliant is not expected to be material to the
Corporation's consolidated financial position. The estimated total cost
of the Project is expected to be approximately $40 million. Costs
incurred and expensed through December 31,1998 were approximately $20
million. The majority of the remaining cost is associated with
conducting the readiness testing, preparing contingency plans, and
staffing a transition team for early 2000.

RISKS. Because the Corporation's business is highly reliant on
various types of computer technologies, disruptions caused by Year 2000
failures have the potential to have a material impact on the
Corporation's operations, liquidity, and financial condition. Due
primarily to the general uncertainty of the Year2000 readiness of some
third-party providers, at this time the Corporation cannot with
substantial certainty determine whether or not consequences of Year2000
failures will have a material impact on the Corporation's results of
operations, liquidity or financial condition. Based on the current
project status and extensive testing completed and planned, the
Corporation expects any internal Year 2000 system failure will be
handled in the normal course of business and will not have a
significant impact on the Corporation. It is more likely that any
impact will result from a third-party that the Corporation conducts
business with directly or indirectly. A likely worst case scenario
would involve major disruption of the telecommunications network, a
major disruption in the supply of electrical power, failure of one or
more of the primary financial switching networks or, in the United
Kingdom, failure of the primary data servicing provider. Revenues could
be negatively impacted if Year2000 failures prevent the Corporation or
other entities from processing customer transactions and cause
customers to curtail credit card spending for a period of time.

CONTINGENCY PLANS. The Corporation has a standing contingency plan
that addresses various types of business interruptions. This plan is
tested and updated on a regular basis. The Corporation has been and
will continue to develop contingency plans to address possible negative
impacts specific to the Year 2000 problem. Plans are complete and in
place for any critical third-party software application which will not
be Year 2000 compliant. At this time it is not expected that these
plans will need to be implemented. Contingency plans for critical
third-party providers are in varying stages of development. These plans
are expected to be completed by June 30, 1999. The Corporation
maintains a standing contingency plan to address liquidity and capital
needs. A plan specific to Year 2000 implications has been completed.
This plan will continue to be modified as necessary based on identified
or perceived market risks. Efforts are underway in each business unit
to revise existing contingency plans to address specific Year 2000
implications. These plans will continue to be updated throughout 1999
as additional information becomes available regarding specific
identified risks.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. The above disclosure on
Year 2000 issues includes forward-looking statements concerning the
Corporation's future operations, expenses and financial performance.
Such statements are subject to risks and uncertainties that may cause
the Corporation's actual operations and performance to differ
materially from those set forth in such forward-looking statements.
Factors which could cause the Corporation's actual results to differ
materially from those projected by the Corporation include, but are not
limited to, the following: failure of third parties providing software,
telecommunications, data networks, and other products or services to
the Corporation to become Year 2000 compliant; insufficient staff and
other technical resources; unexpected difficulties in implementing
system enhancements; disruptions in the overall consumer credit market
due to Year2000 problems; and disruptions in capital markets due to
Year 2000 problems.

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