SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
December 31, 1997 33-99334
Chevy Chase Master Credit Card Trust II
____________________________________________________
(Exact name of registrant as specified in charter)
Maryland 52-0897004
________________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
______________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 986-7000
________________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Chevy Chase Master Credit Card Trust
$ 368,000,000 Class A Floating Rate Asset Backed Certificates, Series 1995-A
$ 32,000,000 Class B Floating Rate Asset Backed Certificates, Series 1995-A
$ 368,000,000 Class A Floating Rate Asset Backed Certificates, Series 1995-C
$ 32,000,000 Class B Floating Rate Asset Backed Certificates, Series 1995-C
$ 369,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-A
$ 38,250,000 Class B Floating Rate Asset Backed Certificates, Series 1996-A
$ 246,000,000 Class A Floating Rate Asset Backed Certificates, Series 1996-C
$25,500,000 Class B Floating Rate Asset Backed Certificates, Series 1996-C
Indicate by check mark whether the Registrant has (1) 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
_____ _____
The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
Introductory Note
Chevy Chase Bank, F.S.B. (the "Bank")is the transferor and
servicer under the Pooling and Servicing Agreement
dated as of June 1, 1995 (as amended and supplemented,
the "Agreement") by and between the Bank and the Bankers Trust
Company, as the trustee, providing for the issuance from time to
time of one or more Series of Asset Backed Certificates and is
the originator of the Chevy Chase Master Credit Card
Trust II (the "Registrant" or the "Trust"). 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 has made application for an exemption from certain
reporting requirements. Pursuant to a letter from the
Security and Exchange Commission, Division of
Corporation Finance, Office of Chief Council, dated July
31, 1989 granting the Bank's application, the Bank is not
required to respond to various items of Form 10-K.
Such items are designated herein as "Not Applicable".
Part I
Item 1 Business
Not Applicable
Item 2 Properties
Not Applicable
Item 3 Legal Proceedings
None
Item 4 Submission Of Matters To A Vote Of Security Holders
None
Page 2
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 of The Depository Trust Company.
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 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
Page 3
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 the Depository Trust
Company("DTC"), and an investor holding an interest in the Trust
is not entitled to receive a Certificate representing such intere
except in certain limited circumstances. Accordingly, Cede & Co
is the sole holder of record of the Certificates, which it held
behalf of approximately 50 brokers, dealers, banks and other
direct participants in the DTC system at December 31, 1997.
Such direct 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 positions in
such Certificate in excess of 5% of the outstanding principal
amount thereof at December 31, 1997.
$368,000,000 1995-A Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Chase Manhattan Bank $80,000,000 21.7%
The Dai-Ichi Kangyo Bank Limited $20,000,000 5.4%
Chase Manhattan Bank / Chemical $26,000,000 7.1%
Bank of New York $30,840,000 8.4%
NBD Bank Municipal Bond Department $50,000,000 13.6%
Fuji Bank and Trust $120,000,000 32.6%
$32,000,000 1995-A Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
NBD Bank Municipal Bond Department $32,000,000 100.0%
$368,000,000 1995-C Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Bank of New York $50,500,000 13.7%
Boston Safe Deposit & Trust Co. $51,500,000 14.0%
Chase Manhattan Bank $94,000,000 25.5%
Citibank, N.A. $25,000,000 6.8%
Harris Trust & Savings Bank $37,000,000 10.0%
Swiss American Securities Inc. $45,000,000 12.2%
First Bank National Association $24,950,000 6.8%
$32,000,000 1995-C Class B Certificates Aggregate Amount of Percent of
Name Certificatates Held Class
Chase Manhattan Bank $14,000,000 43.7%
NBD Bank Municipal Bond Department $18,000,000 56.3%
$369,000,000 1996-A Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Bank of New York $20,000,000 5.4%
Chase Manhattan Bank $39,000,000 10.6%
Chase Manhattan Bank/Chemical $153,000,000 41.5%
Northern Trust Company $25,000,000 6.8%
SSB-Custodian $35,000,000 9.5%
$38,250,000 1996-A Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Boston Safe Deposit and Trust Company $14,250,000 37.3%
Bankers Trust Co./Corporate Clearance $19,000,000 49.7%
Chase Manhattan Bank/Broker & Dealer $5,000,000 13.0%
$246,000,000 1996-C Class A Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Bank of New York $84,500,000 34.3%
Chase Manhattan Bank/Chemical $118,500,000 48.2%
Harris Trust & Savings Bank $28,000,000 11.4%
$25,500,000 1996-C Class B Certificates Aggregate Amount of Percent of
Name Certificates Held Class
Boston Safe Deposit and Trust Company $5,250,000 20.6%
Bankers Trust Co./Corporate Clearance $20,250,000 79.4%
Page 4
The address of each of the above participants is:
C/O The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004
Item 13 Certain Relationships and Related Transactions
None
Page 5
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports
On Form 10-K
(a) The following documents are filed as part of this Report:
i) Summary of annual distributions on the Certificates to
Certificateholders for the year ended December 31, 1997
ii) Annual Accountant's Report dated November 18, 1997
and related Report of Management dated November 18, 1997
relating to sufficiency of accounting controls
No proxy soliciting material has been distributed by
the Trust.
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.
Chevy Chase Master Credit Card Trust
By: Chevy Chase Bank, F.S.B.
As Seller and Servicer
Date: 03/31/98 By: ________________________________________
Joel A. Friedman
Senior Vice President
and Controller
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