CC Master Credit Card Trust Ii 10-K 2003 FY Annual report

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 the Fiscal Year Ended December 31, 2003

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 033-74802-01

BANK ONE, DELAWARE, NATIONAL ASSOCIATION

(formerly FIRST USA BANK, NATIONAL ASSOCIATION)

(Exact name of registrant as specified in its charter)

(As Servicer on behalf of CC Master Credit Card Trust II (formerly Chevy Chase Master Credit Card Trust II))

Laws of the United States	51-0269396
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

201 North Walnut Street Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (302) 594-4000

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

$ 25,500,000 Class B Floating Rate Asset Backed Certificates, Series 1996-C

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 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.

YESx 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.

Not Applicable.

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

State the aggregate market value of the voting stock held by non-affiliates of the Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing.

Not Applicable.

Indicate the number shares outstanding of each of the Registrant’s class of common stock, as of the latest practicable date.

Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

Introductory Note

Bank One, Delaware, National Association (formerly First USA Bank, National Association) (the “Bank”), a direct wholly owned subsidiary of BANK ONE CORPORATION (“BANK ONE”), is the Transferor, with respect to the CC Master Credit Card Trust II (formerly Chevy Chase Master Credit Card Trust II) (the “Trust”) under the Pooling and Servicing Agreement dated as of June 1, 1995, among the Bank, as Transferor and Servicer, and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, as Trustee (the “Trustee”), as assumed, supplemented and amended (the “Pooling and Servicing Agreement”).

The Certificates listed on page 1 hereof will be referred to collectively herein as the “Certificates”. The Certificates do not represent obligations of or interests in the Bank.

The Bank will respond only to certain items of Form 10-K. In doing so, the Bank will be relying on a letter dated July 31, 1989 from the Securities and Exchange Commission, Division of Corporation Finance, Office of Chief Counsel to Chevy Chase Bank, F.S.B., the then Servicer of the Trust, granting the Servicer of the Trust relief from the requirement to respond to various items of Form 10-K. The items to which the Bank is not required to respond are designated herein as “Not Applicable”.

The final payments with respect to Class A Floating Rate Asset Backed Certificates, Series 1998-A and Series 1996-C were made on May 15, 2003 and December 15, 2003, respectively.

The final payment with respect to Class B Floating Rate Asset Backed Certificates, Series 1995-C and Series 1998-A were made on February 18, 2003 and July 15, 2003, respectively.

The final payment with respect to Class C Floating Rate Asset Backed Certificates, Series 1998-A was made on September 15, 2003.

Information with respect to such Certificates is only included in Item 14(a)(i) which contains the Summary of Annual Distributions on the Certificates to Certificateholders for the year ended December 31, 2003.

On January 14, 2004, J.P. Morgan Chase & Co. and BANK ONE entered into an Agreement and Plan of Merger. The agreement provides that BANK ONE will be merged with and into J.P. Morgan Chase & Co. with J.P. Morgan Chase as the surviving entity. The merger is subject to the approval of the shareholders of both institutions as well as U.S. federal and state and foreign regulatory authorities, and there can be no assurance that such merger will take place. Completion of the transaction is expected to occur in mid-2004.

PART I

ITEM 1. BUSINESS

Available Information:BANK ONE, the parent corporation of Bank One, Delaware, National Association, has an Internet website atwww.bankone.com which includes certain Trust reports. Electronic copies of the Trust’s annual report on Form 10-K and current reports on Form 8-K are available free of charge by visiting the “Investor Relations” section ofwww.bankone.com. The reports can be found under “Asset Backed Securities” in the Investor Relations section of the website. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.

ITEM 2. PROPERTIES

Not Applicable.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee or the Registrant. The Bank is a defendant in various lawsuits, including lawsuits seeking class action certification in both state and federal courts. These lawsuits challenge certain policies and practices of the Bank’s credit card business. A few of these lawsuits have been conditionally certified as class actions. The Bank has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, the Bank believes that any liability which might result from these lawsuits will not have a material adverse effect on the Trust.

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

Each of the Certificates, representing investors’ interests in the Trust, are represented by a single certificate registered in the name of Cede & Co., the nominee for The Depository Trust Company (“DTC”).

To the best knowledge of the Registrant, there is no established public trading market for the Certificates.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Not Applicable.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Not Applicable.

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

Not Applicable.

ITEM 11. EXECUTIVE COMPENSATION

Not Applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Each of the Certificates, representing investor’s interests in the Trust, are represented by a single certificate registered in the name of Cede & Co., the nominee of DTC, and an investor holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Certificates, which it held on behalf of approximately 2 (Two) brokers, dealers, banks and other direct participants in the DTC system at December 31, 2003. Such direct DTC participants may hold Certificates for their own accounts or for the accounts of their customers. The following table sets forth, with respect to each of the Certificates, the identity of each direct DTC participant that holds a position in such Certificate in excess of 5% of the outstanding principal amount thereof at December 31, 2003.

(1) Title Of Class	(2) Name and Address of Beneficial Owners	(3) Amount and Nature of Beneficial Ownership $(000’s)	(4) Percent of Class
Class B Floating Rate Asset Backed Certificates, Series 1996-C	Bank of New York (The) One Wall Street New York, NY 10286	$13,000	50.98	%
	JPMorgan Chase Bank c/o Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254	$12,500	49.02	%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. CONTROLS AND PROCEDURES

Not Applicable.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Report:

(i) Exhibits:

31.1	Senior Officer for Securitization Servicing Certification Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports
99.1	Annual Servicer’s Certificate
99.2	Summary of annual distributions on the Certificates to Certificateholders for the year ended December 31, 2003
99.3	Annual Accountant’s Report dated December 20, 2003 and Management’s Assertion

SIGNATURE

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, on March 12, 2004.

BANK ONE, DELAWARE, NATIONAL ASSOCIATION (Formerly FIRST USA BANK, NATIONAL ASSOCIATION) as Servicer of CC Master Credit Card Trust II (Formerly Chevy Chase Master Credit Card Trust II)
By:	/s/    WILLIAM I. CAMPBELL
	William I. Campbell              Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 12, 2004.

Signature	Title
/s/    WILLIAM I. CAMPBELL         William I. Campbell	Director and Principal Executive Officer

/s/    RAYMOND FISCHER         Raymond Fischer Director, Principal Financial Officer and Principal Accounting Officer

/s/    MICHAEL LOONEY         Michael Looney Director

/s/    M. CARTER FRANKE         M. Carter Franke Director

/s/    WILLIAM GARNER         William Garner Director