Ex 3.2
MBNA America Bank, N.A.

Composite Bylaws
(As amended through May 30, 2002)


MEETINGS OF SHAREHOLDERS

	SECTION 1. The regular annual meeting of the shareholders of this
Association, for the election of directors and for the transaction of
such other business as properly may come before the meeting, shall be
held at its Main Office in Wilmington, Delaware, or any other convenient
place duly authorized by the Board of Directors, in April each year, in
accordance with the provisions of its Articles of Association and the
laws of the United States; but if no such election is held on that day,
it may be held at any regular adjournment of the meeting or at a
subsequent special meeting. The holders of a majority of the outstanding
shares entitled to vote, and represented at any meeting of the
shareholders, may choose persons to act as chairman and as secretary of
the meeting. (As amended 6/16/95)

	The Board of Directors of the Association, or any three or more
shareholders owning, in the aggregate, not less than ten per centum
(10%) of the stock of the Association, may call a special meeting of
shareholders at any time. Notice of the time and place of every regular
annual meeting, and of the time, place and purpose of every special
meeting of the shareholders shall be given by firstclass mail, postage
prepaid, mailed at least ten days prior to the date of such meeting to
each shareholder of record at his address as shown upon the books of the
Association. The Board of Directors may fix a record date subsequent to
the date on which such action is taken by the Board of Directors, not
less than 10 days and not more than 30 days prior to any regular or
special meeting of shareholders, to determine from the stock records of
the Bank at the close of business on said date the shareholders entitled
to notice of and to vote at such meeting. The business transacted at a
special meeting of the shareholders shall be limited to that specified
in the notice of the meeting.

	Nominations for election to the Board of Directors may be made by
the Board of Directors or by any holder of outstanding capital stock of
the Association entitled to vote for the election of directors.
Nominations, other than those made by or on behalf of the existing
management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Association and to the Comptroller of
the Currency, Washington, D.C., not less than 14 days nor more than 50
days prior to any meeting of shareholders called for the election of
directors, provided, however, that if less than 21 days' notice of the
meeting is given to shareholders, such nomination shall be so mailed or
delivered to the President and to the Comptroller of the Currency not
later than the close of business on the seventh day following the day on
which notice of meeting was mailed. Nominations not made in accordance
herewith may, in his discretion, be disregarded by the Chairman of the
meeting, and upon his instructions, the vote tellers may disregard all
votes cast for each such nominee.

	SECTION 2. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or
employee of the Association shall act as proxy. Proxies shall be valid
only for one meeting, to be specified therein, and any adjournments of
such meeting.  Proxies shall be dated and shall be filed with the
records of such meeting.

	In deciding on questions at meetings of shareholders each
shareholder shall be entitled to one vote for each share of stock held.
A majority of votes cast shall decide each matter submitted to the
shareholders at the meeting except in cases where by law a larger vote
is required. In all elections of directors, each shareholder shall have
the right to vote the number of shares owned by him for as many persons
as there are directors to be elected.

	With respect to every meeting of the shareholders, a record
showing the names of the shareholders present and the number of shares
of stock held by each, the names of shareholders represented by proxy
and the number of shares held by each, and the names of the proxies,
shall be made. This record also shall show the number of shares voted on
each action taken, including the number of shares voted for each
candidate for director. This record shall be included in the minute book
of the Association. After each meeting of the shareholders, there shall
be forwarded to the Comptroller of the Currency a report thereof, in the
form prescribed by the Comptroller of the Currency.

	SECTION 3. At any meeting of shareholders the presence, in person
or by proxy, of the holders of a majority of the shares of stock of the
Association shall constitute a quorum. In the absence of a quorum, the
shareholders present in person or by proxy at any meeting, or
adjournment thereof, may, by vote of a majority of the shares so
present, adjourn the meeting from time to time, but not for a period of
over thirty (30) days at any one time, by announcement at the meeting,
until a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.

	SECTION 4. Any action required or permitted to be taken at any
meeting of shareholders (including any annual meeting) may be taken
without a meeting, if a consent in writing, setting forth such action,
is signed by all the shareholders entitled to vote on the subject matter
thereof and any other shareholders entitled to notice of a meeting of
shareholders (but not to vote thereat) have waived in writing any rights
which they may have to dissent from such action, and such consent and
waiver are filed with the records of the Association.

DIRECTORS

	SECTION 5. The Board of Directors of this Association shall
consist of not less than five nor more than twenty-five shareholders. At
any meeting of the shareholders held for the purpose of electing
directors the number of directors may be determined by a majority of the
vote cast by the shareholders in person or by proxy.

	The directors shall hold office for one year and until their
successors are elected and have qualified.

	Each person elected or appointed a director must take the oath of
such office in the form prescribed by the Comptroller of the Currency.
No person elected or appointed a director shall exercise the functions
of such office until he has taken such oath and signed such prescribed
form, which form shall be transmitted promptly to the Comptroller of the
Currency.

	Any vacancies occurring in the Board of Directors shall be filled
by appointment by the remaining directors, and any director so appointed
shall hold office until the next election.

	Following the annual meeting of the shareholders, the Chairman, or
the Secretary of the meeting shall notify promptly the directors-elect
of their election, and they shall meet promptly for the purpose of
taking their oaths, organizing the new Board, appointing officers and
fixing salaries for the ensuing year, and for transacting such other
business as may properly come before the meeting.

	The Board of Directors may meet at stated times or otherwise in
its discretion and shall meet at any time upon call of its Chairman, its
Vice Chairman, the President or any three members of the Board.

	Each member of the Board of Directors shall be given notice at
least one day before such meeting, by telephone, telegram, letter, or in
person, stating the time and place of each such special meeting,
excepting the organization meeting following the election of directors.
The Board may take action by unanimous consent as provided in Section 7
of these Bylaws.

	A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business. If, at the time
fixed for the meeting, including the organization meeting following the
election of directors, a quorum is not present, the directors in
attendance may adjourn the meeting from time to time until a quorum is
obtained.

	A majority of those directors present and voting at any meeting of
the Board of Directors shall decide each matter considered. A director
cannot vote by proxy, or otherwise act by proxy at a meeting of the
Board of Directors.

	SECTION 6. The Board of Directors may fix the fees for attendance
to be paid to directors and to members of any committee who are not
salaried officers or employees of the Association.

	SECTION 7. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting, if a
written consent to such action is signed by all members of the Board of
Directors and such written consent is filed with the minutes of
proceedings of the Board of Directors.

COMMITTEES

	SECTION 8. Executive Committee.  The Board of Directors may
appoint an Executive Committee comprised of one or more directors of the
Association.  If it appoints an Executive Committee, the Board of
Directors shall appoint its members, all of whom shall serve at the
pleasure of the Board of Directors.  The Chairman of the Board shall be
the Chairman of the Executive Committee, unless the Board of Directors
appoints another director as Chairman.  Except as otherwise determined
by the Board of Directors, the Executive Committee shall have power
between meetings of the Board of Directors to exercise any or all of the
powers of the Board of Directors, to the extent permitted by law, in the
management of the business and affairs of the Association.  The
Executive Committee shall report its actions to the Board of Directors
not later than the next regular meeting of the Board of Directors.
Meetings of the Executive Committee may be called by its Chairman.  A
majority of the members of the Executive Committee shall constitute a
quorum. (as amended July 13, 1994)

	SECTION 9.  Treasury and Loan Committee.  The Board of Directors
may appoint a Treasury and Loan Committee.  If it appoints a Treasury
and Loan Committee, the Board of Directors shall appoint the members of
the Treasury and Loan Committee, all of whom shall serve at the pleasure
of the Board of Directors, shall designate one of the members as
Chairman, and shall specify the power and duties of the Treasury and
Loan Committee.  Any director or officer may be appointed a member of
the Treasury and Loan Committee and may attend meetings, but only
members who are directors shall be entitled to vote at meetings.  The
Treasury and Loan Committee shall report its actions to the Board of
Directors not later than the next regular meeting of the Board of
Directors.  Meetings of the Treasury and Loan Committee may be called by
its Chairman.  A majority of the members of the Treasury and Loan
Committee shall constitute a quorum. (as amended July 13, 1994)

	SECTION 10.  Other Committees.  The Board of Directors may
establish other committees having such powers and duties as it may
determine. (as amended July 13, 1994)


OFFICERS

SECTION 11.  The Board of Directors shall appoint from among its
members a Chairman and Chief Executive Officer and a President and Chief
Operating Officer, and shall appoint a Cashier or Secretary, and may
discharge any such officers and appoint others to take their places. The
Chairman and Chief Executive Officer and the President and Chief
Operating Officer may appoint any other officers and employees and may
dismiss them and appoint others to take their place.  Any person may
hold more than one office.  An officer may, but need not be a director,
except for the Chairman and Chief Executive Officer and the President
and Chief Operating Officer, who shall be directors.

The Chairman and Chief Executive Officer shall preside at all
meetings of the Board of Directors and stockholders and shall have such
other duties and powers as are provided in these Bylaws and as from time
to time may be assigned to him by the Board of Directors.

The President and Chief Operating Officer shall have such duties
and powers as are provided in these Bylaws and as may be assigned from
time to time to him by the Board of Directors or the Chairman and Chief
Executive Officer.  In the absence of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer shall perform the
duties and exercise the powers of the Chairman and Chief Executive
Officer.

The Chairman and Chief Executive Officer and the President and
Chief Operating Officer shall have general charge and supervision of the
policies and affairs of the Association and shall have such other duties
and powers as may pertain to the their offices by law, regulation or
practice.

The Cashier or Secretary shall keep accurate records of all
meetings of the Board of Directors and the committees thereof, shall
maintain and preserve the organization papers of the Association, the
Articles of Association, the Bylaws, and the proceedings of regular and
special meetings of the shareholders, the Board of Directors and any
committees of the Board of Directors; shall be responsible for the
custody of the seal of the Association, and shall be responsible for
such other duties as may be assigned to him from time to time by the
Board of Directors, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer, and as may pertain to the office
of Cashier or Secretary by law, regulation or practice.  The Chairman
and Chief Executive Officer and the President and Chief Operating
Officer may appoint one or more Assistant Cashiers or Assistant
Secretaries who may, in the absence of the Cashier or Secretary, perform
the duties of the Cashier or Secretary.

The officers appointed by Chairman and Chief Executive Officer and
the President and Chief Operating Officer shall perform such duties and
have such powers as may be assigned to them by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

All officers shall hold office for the current year for which the
Board was elected, unless they shall resign, become disqualified, or be
dismissed.  Any vacancy occurring in the office of the Chairman and
Chief Executive Officer or President and Chief Operating Officer shall
be filled promptly by the Board of Directors.

Salaries and other compensation to be paid to the Chairman and
Chief Executive Officer and the President and Chief Operating Officer
shall be determined by the Board of Directors or a committee thereof.
Unless otherwise determined by the Board of Directors or a committee
thereof, salaries and compensation of other officers and employees shall
be determined by the Chairman and Chief Executive Officer and the
President and Chief Operating Officer.

Each officer and employee of the Association shall be bonded in an
amount and with surety satisfactory to the Board of Directors,
conditioned for the honest and faithful performance of the duties of
such officer or employee. Such bonds may be in schedule or blanket form,
and the premiums shall be paid by the Association. The amount of such
bonds, the form of coverage, and the company or companies providing the
surety therefor, shall be approved by the Board of Directors at least
annually.

An officer may resign at any time by delivering notice to the
Cashier or Secretary.  A resignation is effective when given unless the
resignation specifies a later effective date.

The Chairman and Chief Executive Officer and the President and
Chief Operating Officer may dismiss any officer or employee at any time.
The Chairman and Chief Executive Officer and the President and Chief
Operating Officer may be dismissed only by the Board of Directors. (as
amended May 30, 2002)

STOCK

	SECTION 12.  The capital stock of the Association shall be
assignable and transferable only on the books of the Association. A
stock record shall be maintained in which all assignments and transfers
of stock shall be made.

	Certificates of stock, signed manually by or bearing the printed
or lithographed signature of the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the President, a Vice
President, or an Assistant Vice President, and countersigned manually by
the Cashier or an Assistant Cashier, or by any other officer, shall be
issued to shareholders. When stock is transferred the certificate shall
be returned to the Association and new certificates issued. The returned
certificates shall be cancelled and preserved for record purposes.
Certificates of stock shall meet the requirements of Section 5139 of the
Revised Statutes and shall state upon the face thereof that the stock is
transferable only upon the books of the Association. New certificates
for shares of stock destroyed or lost may be issued upon satisfactory
proof of such loss or destruction, and upon giving bond satisfactory in
form and with satisfactory surety indemnifying the Association against
loss or liability and subject to such other requirements as may be
prescribed by the Board of Directors.

CONTRACTS AND OTHER INSTRUMENTS

	SECTION 13. The Board of Directors may from time to time determine
by resolution what officers or combinations thereof, employees or
combinations thereof, or combinations of officers and employees shall be
authorized to sign contracts, checks, drafts, deeds, conveyances,
assignments, leases, releases, bills of sale and other instruments.

BANKING HOURS

	SECTION 14. The offices of the Association and Departments thereof
shall be open for business during hours as fixed from time to time by
the Chairman of the Board of Directors, the Vice Chairman of the Board
of Directors, or the President.

SEAL

	SECTION 15. The corporate seal of the Association shall consist of
a circular die around the margin of which shall be the words "MBNA
America Bank, National Association" and in the center of which is the
date "1991". (As amended 1/30/91)

EMERGENCIES

	SECTION 16. During the period of an emergency declared by the
President of the United States, or the person performing his functions,
of a nature and sufficient severity to prevent the conduct and
management of the affairs and business of the Association by its
directors, officers and committees in the manner contemplated by these
Bylaws (other than this Section) any three or more available members of
the Board of Directors shall constitute a quorum of the Board of
Directors for the full conduct and management of the affairs and
business of the Association. Other provisions of the Bylaws or
resolutions contrary to or inconsistent with the provisions hereof shall
be suspended until it shall be determined by said interim Board of
Directors that it shall be to the advantage of the Association to resume
the conduct and management of its affairs and business under all the
other provisions of the Bylaws and Resolutions. If during any such
emergency any authorized place of business of the Association shall be
unable to function, all or part of the business ordinarily conducted at
such location may be relocated elsewhere in suitable quarters as may be
designated by the said interim Board of Directors, or by such persons as
are then conducting the affairs of the Association. Any such temporarily
relocated place of business of the Association shall be returned to its
legally authorized location as soon as practicable.

INDEMNIFICATION

	SECTION 17.  The Association shall indemnify its directors to the
fullest extent that indemnification of directors is permitted by the
Maryland General Corporation Law.  The Association shall indemnify its
officers to the same extent as its directors and to such further extent
as is consistent with law.  The Association shall indemnify its
directors and officers who, while serving as directors or officers of
the Association, also serve at the request of the Association as a
director, officer, partner, trustee, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan to the fullest extent consistent with law.  The
indemnification and other rights provided by this Section shall continue
as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such
a person.

Any director or officer seeking indemnification within the scope of this
Section shall be entitled to advances from the Association for payment
of the reasonable expenses incurred by him in connection with the matter
as to which he is seeking indemnification in the manner and to the
fullest extent permissible under the Maryland General Corporation Law.

The Board of Directors may make further provision consistent with law
for indemnification and advance of expenses to directors, officers,
employees and agents by resolution, agreement or otherwise.  The
indemnification provided by this Section shall not be deemed exclusive
of any other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any insurance
or other agreement or resolution of stockholders or disinterested
directors or otherwise.

The provisions of this Section shall be subject to all requirements of
federal law and regulations issued by federal banking authorities in
respect of such laws.

References to the Maryland General Corporation Law, federal law, or
federal banking law and regulations (collectively "Laws") in this
Section are to the Laws as from time to time amended.  No amendment of
these Bylaws shall affect any right of any person under this Section
based on any event, omission or proceeding prior to the amendment. (As
amended by adding this new Section 17 and renumbering existing Section
17 as Section 18 4/23/91)

AMENDMENT OF BYLAWS

	SECTION 18.  The corporate governance procedures of the
Association shall, to the extent not inconsistent with federal laws and
regulations or safe and sound banking practices, be governed by and
construed in accordance with the laws of the State of Maryland. (As
amended by adding this new Section 18 and renumbering existing Section
18 as Section 19 4/22/96)


	SECTION 19.  These Bylaws may be amended or added to by the Board
of Directors at any regular meeting of the Board, or at any special
meeting of the Board called for the purpose, or by unanimous consent of
the Board as provided herein.

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