EXHIBIT 4.01



THIRD AMENDMENT
TO
THE MBNA MASTER CREDIT CARD TRUST II
POOLING AND SERVICING AGREEMENT


		THIS THIRD AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST 
II POOLING AND SERVICING AGREEMENT, dated as of January 10, 1999 (the 
"Third Amendment") is by and between MBNA AMERICA BANK, NATIONAL 
ASSOCIATION, as Seller and Servicer, and THE BANK OF NEW YORK, as 
Trustee.

		WHEREAS the Seller and Servicer and the Trustee have 
executed that certain Pooling and Servicing Agreement, dated as of 
August 4, 1994 (as amended and supplemented through the date hereof and 
as the same may be further amended, supplemented or otherwise modified 
and in effect from time to time, the "Pooling and Servicing 
Agreement");

		WHEREAS the Seller and Servicer and the Trustee wish to 
amend the Pooling and Servicing Agreement as provided herein;

		NOW THEREFORE, in consideration of the promises and the 
agreements contained herein, the parties hereto agree to amend the 
provisions of the Pooling and Servicing Agreement as follows:


SECTION 1. Amendment of Section 1.01.  The definition of "Minimum 
Seller Interest" in Section 1.01 of the Pooling and Servicing Agreement 
shall be deleted in its entirety and inserted in its place shall be the 
following:

		"Minimum Seller Interest" shall mean 4% (or such 
other percentage as specified in the related Supplement) of the 
Average Principal Receivables; provided, however, that the Seller 
may reduce the Minimum Seller Interest upon (w) delivery to the 
Trustee of a Tax Opinion with respect to such reduction, (x) 30 
day's prior notice to the Trustee, each Rating Agency and any 
Credit Enhancement Provider entitled to receive such notice 
pursuant to the relevant Supplement, (y) written confirmation 
from the Rating Agency that such reduction will not result in the 
reduction or withdrawal of the respective ratings of each Rating 
Agency for any Series outstanding and (z) delivery to the Trustee 
and each such Credit Enhancement Provider of an Officer's 
Certificate stating that the Seller reasonably believes that such 
reduction will not, based on the facts known to such officer at 
the time of such certification, then or thereafter cause a Pay 
Out Event to occur with respect to any Series; provided further 
that the Minimum Seller Interest shall not at any time be less 
than 2%.
SECTION 2. Amendment of Subsection 4.03(b).  Subsection 4.03(b) of the 
Pooling and Servicing Agreement is hereby amended by deleting such 
subsection in its entirety and inserting in its place the following:

	(b)	Allocations to the Holder of the Seller Interest.  
Throughout the existence of the Trust, unless otherwise stated in 
any Supplement, the Servicer shall allocate to the Holder of the 
Seller Interest an amount equal to the product of (A) the Seller 
Percentage and (B) the aggregate amount of such Collections 
allocated to Principal Receivables and Finance Charge 
Receivables, respectively, in respect of each Monthly Period; 
provided, however, that amounts payable to the Holder of the 
Seller Interest with respect to Collections allocated to 
Principal Receivables pursuant to this subsection 4.03(b) shall 
be deposited in the Principal Account to the extent that the 
Seller Interest is less than the Minimum Seller Interest.  
Notwithstanding anything in this Agreement to the contrary, 
unless otherwise stated in any Supplement, the Servicer need not 
deposit this amount or any other amounts so allocated to the 
Holder of the Seller Interest pursuant to any Supplement into the 
Collection Account and shall pay, or be deemed to pay, such 
amounts as collected to the Holder of the Seller Interest.

Notwithstanding any provisions of Article IV to the 
contrary, including the continuation of Article IV in any Series 
Supplement, any Collections in respect of Principal Receivables 
allocated to the Holder of the Seller Interest shall be (i) paid 
to the Holder of the Seller Interest if, and only to the extent 
that, the Seller Interest is equal to or greater than the Minimum 
Seller Interest and the payment of such amount to the Holder of 
the Seller Interest would not cause the Seller Interest to be 
less than the Minimum Seller Interest, or (ii) held in the 
Principal Account and treated and applied as Unallocated 
Principal Collections (as such term is defined in the related 
Series Supplement).  On any Business Day following a Business Day 
on which amounts were held in the Principal Account pursuant to 
clause (ii) above, any amounts held in the Principal Account 
pursuant to clause (ii) above shall be paid to the Holder of the 
Seller Interest when, and only to the extent that, the Seller 
Interest is greater than the Minimum Seller Interest.


SECTION 3. Effectiveness.  The amendments provided for by this Third 
Amendment shall become effective upon receipt by the Trustee of the 
following:

(a) Notification in writing from each of Moody's and 
Standard & Poor's to the effect that the terms of this Third 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 
3(a) above and that such written notification is satisfactory to the 
Seller and Servicer in its sole discretion.

(c) A Tax Opinion addressed to the Trustee with respect to 
such Third Amendment.

(d) An Officer's Certificate of the Seller addressed to the 
Trustee and delivered to each Credit Enhancement Provider stating that 
the Seller reasonably believes that such Third Amendment will not, 
based on the facts known to such officer on the date hereof, now or 
hereafter cause a Pay Out Event with respect to any Series.

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

(f) Counterparts of this Third Amendment, duly executed by 
the parties hereto.


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


Counterparts.  This Third 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.


Governing Law.  THIS THIRD 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.


Defined Terms and Section References.  Capitalized terms used herein 
and not otherwise defined shall have the meanings assigned to such 
terms in the Pooling and Servicing Agreement.  All Section or 
subsection references herein shall mean Sections or subsections of the 
Pooling and Servicing Agreement, except as otherwise provided herein.

		IN WITNESS WHEREOF, the Seller, the Servicer and the 
Trustee have caused this Third 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/ Jerry M. Hamstead________
						   Name: Jerry M. Hamstead
						   Title:	 First Vice President


						THE BANK OF NEW YORK,
						  Trustee


						By: /s/ Reyne A. Macadaeg________
	   					   Name: Reyne A. Macadaeg
						   Title: Vice President
 
(..continued)

 
 


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