UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For fiscal year ended December 31, 2008

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

For the transition period from __________ to __________

Commission File Number of Issuing Entity: 333-140273-01

FIRST NATIONAL MASTER NOTE TRUST
(Exact name of Issuing Entity as specified in its charter)

Commission File Number of Depositor: 333-140273

FIRST NATIONAL FUNDING LLC
(Exact name of Depositor as specified in its charter)

FIRST NATIONAL BANK OF OMAHA
(Exact name of Sponsor as specified in its charter)

Nebraska Not Applicable
(State or other jurisdiction of incorporation or organization of (IRS Employer Identification No. of Issuing
Issuing Entity) Entity)

1620 Dodge Street, Stop Code 3395, Omaha, Nebraska 68197-3198
(Address of principal executive offices of Issuing Entity) (Zip Code)

(402) 341-0500
(Issuing Entity's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

None

Title of Each Class

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES [ ] NO [X]

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 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) 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. [X]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [X] Smaller reporting company [ ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter.

Registrant does not have any voting or non-voting common equity held by
non-affiliates as of the date of this report, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.

DOCUMENTS INCORPORATED BY REFERENCE

No documents have been incorporated by reference into this Form 10-K.

PART I

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL
INSTRUCTION J TO FORM 10-K:

(A) ITEM 1: BUSINESS
(B) ITEM 1A: RISK FACTORS
(C) ITEM 2: PROPERTIES
(D) ITEM 3: LEGAL PROCEEDINGS
(E) ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

PART II

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL
INSTRUCTION J TO FORM 10-K:

(F) ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(G) ITEM 6: SELECTED FINANCIAL DATA

(H): ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
(I) ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(J) ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(K) ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
(L) ITEM 9A: CONTROLS AND PROCEDURES

ITEM 9A (T). CONTROLS AND PROCEDURES.

Not Applicable.

ITEM 9B. OTHER INFORMATION.

None.

PART III

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL
INSTRUCTION J TO FORM 10-K:

(M) ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(N) ITEM 11: EXECUTIVE COMPENSATION
(O) ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(P) ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
(Q) ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

a) Listed below are the documents filed as part of this report:

1) Financial Statements. None. In accordance with General
Instruction J to Form 10-K, the Financial Statements required by
Item 8 of Form 10-K have been omitted.

2) Financial Schedules. None. In accordance with General Instruction
J to Form 10-K, any Financial Schedules required by Item 8 of
Form 10-K have been omitted.

3) Exhibits. See Item 15(b) below.

b) The exhibits listed on the Exhibit Index are filed as part of, or
incorporated by reference into, this report on Form 10-K.

c) See Item 15(a) above.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM
10-K:

ITEM 1112(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL
INFORMATION).

Not applicable.

ITEM 1114(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT
FOR CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL INFORMATION REGARDING SIGNIFICANT
ENHANCEMENT PROVIDERS).

Not applicable.

ITEM 1115(B) OF REGULATION AB. CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL
INFORMATION).

Not applicable.

ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS.

In re: Payment Card Fee and Merchant Discount Antitrust Litigation

Beginning in June 2005, several retail merchants filed lawsuits in federal
courts, claiming to represent a class of similarly situated merchants, and
alleging that MasterCard and VISA USA, together with their members, conspired to
charge retailers excessive interchange in violation of federal antitrust laws.
In October 2005, these suits were consolidated in In re: Payment Card Fee and
Merchant Discount Antitrust Litigation, currently pending in the United States
District Court for the Eastern District of New York. The plaintiffs seek
unspecified treble damages, injunctive relief, attorneys' fees and costs.

On April 24, 2006, plaintiffs filed a first consolidated and amended complaint,
naming the First National Bank of Omaha ("the Bank") and others as defendants.
The plaintiffs realleged the claims in their original complaints and further
claimed that defendants violated federal and California antitrust laws by
combining to impose certain fees and to adopt rules and practices of VISA USA
and MasterCard that the plaintiffs contend constitute unlawful restraints of
trade. In July 2007, the Bank entered into judgment and loss sharing agreements
(the sharing agreements) with VISA USA and certain financial institutions to
apportion financial responsibilities arising from any potential adverse judgment
or settlement. The Bank denies all material allegations. (A later-filed action,
which has been transferred to the Eastern District of New York for consolidated
treatment, names the Bank as a defendant; however this was dismissed without
prejudice in 2008.)

Management has estimated the Bank's proportionate obligation associated with the
ultimate disposition of this litigation and the fair value of this obligation
has been recorded as a litigation liability of $35.6 million at December 31,
2008. This estimated liability is subject to significant risk and may materially
change. Furthermore, management cannot predict with any degree of certainty how
the final outcome of this litigation may impact the broader credit card
industry, and in this regard, the Bank.

Other Covered Litigation

In 1998, the United States Department of Justice filed an antitrust lawsuit
against the MasterCard and VISA USA associations of financial institutions that
issue debit or credit cards. The government alleged that the associations had
violated antitrust law by not allowing member banks to issue cards from
competing brands, such as American Express and Discover. In 2001, a New York
district court entered judgment in favor of the Department of Justice and
ordered the associations to repeal these policies. The United States Court of
Appeals for the Second Circuit affirmed and the United States Supreme Court
denied certiorari. Since then, American Express Travel Related Services Company,
Inc. and Discover Financial Services, Inc. brought suits against MasterCard and
VISA USA. Although the Bank is not a party to these suits, the Bank is a member
of the MasterCard and VISA USA associations and these suits are covered in the
sharing agreements referred to above. These suits seek civil damages and other
relief associated with the exclusionary rules that were the subject of the
Department of Justice suit.

On November 7, 2007, American Express announced it had reached a settlement
agreement with VISA for the above litigation. The settlement amount of $2.25
billion due to American Express

will be paid by VISA and certain other nonaffiliated member banks. The Bank was
not a named defendant in this lawsuit and therefore will not be directly liable
for any amount of the settlement; however, in accordance with VISA USA's revised
bylaws and the sharing agreements, the Bank and other members will be required
to share this loss incurred by VISA. Based on this settlement agreement and the
Bank's interest in VISA USA, the Bank recorded a litigation liability of $40.7
million. The escrow created by VISA's stock offerings cover the funds due from
settlement with American Express, therefore, no liability exists for the Bank
related to this litigation at December 31, 2008.

On October 27, 2008, Discover announced it had reached a settlement with VISA
for the above litigation. The settlement amount of $1.74 billion due to Discover
will be paid by VISA and certain other nonaffiliated member banks. The Bank was
not a named defendant in this lawsuit and therefore will not be directly liable
for any amount of the settlement; however, in accordance with VISA USA's revised
bylaws and the sharing agreements, the Bank and other members were required to
share this loss incurred by VISA. Based on the information provided by VISA,
along with management's judgment, the Bank recorded a litigation liability of
$13.9 million at December 31, 2007. The escrow created by VISA was further
funded in December 2008, in order to cover the settlement with Discover under
the sharing agreements; therefore, no liability exists for the Bank related to
this litigation at December 31, 2008. On December 16, 2008, VISA, Inc. completed
a transaction under which the Bank's conversion rate in its Class B stock was
reduced to compensate for the Bank's liability under the sharing agreements.

ITEM 1119 OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

Information required by Item 1119 of Regulation AB has been omitted from
this report on Form 10-K in reliance on the Instruction to Item 1119. This
information has been provided previously in a prospectus, dated November 19,
2007, filed by First National Master Note Trust (the "Trust"), pursuant to Rule
424(b)(5) of the Securities Act of 1933, on November 21, 2007.

ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.

Each of FNBO, First National Credit Card Center, Inc. ("FNCCC") and The
Bank of New York Trust Company, N.A. (the "Trustee") (each, a "Servicing
Participant"), has been identified by the registrant as a party participating in
the servicing function during the reporting period with respect to more than 5%
of the pool assets held by the Trust. Each of the Servicing Participants has
completed a report on an assessment of compliance with the servicing criteria
applicable to such Servicing Participant (each, a "Report on Assessment") during
the Trust's fiscal year ending December 31, 2008, which Reports on Assessment
are attached as exhibits to this Form 10-K. In addition, each of the Servicing
Participants has provided an attestation report (each, an "Attestation Report")
by a registered independent public accounting firm regarding its related Report
on Assessment. Each Attestation Report is attached as an exhibit to this Form
10-K.

The Report on Assessment of the Trustee identified the following material
instances of noncompliance by the Trustee with the applicable servicing criteria
described in the Trustee's Report on Assessment:

1122(d)(2)(i): Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more than two
business days of receipt, or such other number of days specified in the
transaction agreements.

During the reporting period, certain payments on pool assets were not
deposited into the appropriate segregated custodial bank account within the
time frame required by the related transaction documents.

The segregated account for each specified series of securities was in
existence prior to the time the deposits were to be made into such account
but such account was not utilized in all instances by the Trustee as stated
above. However, payments related to each specified series of securities
were timely remitted to the investors in such series.

Existing procedures have been reviewed with staff to enable future
payments to be deposited into the segregated account for each specified
series within the applicable time frames.

FNBO believes that no material impact to the noteholders resulted from the
instances of noncompliance described above.

ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT.

Each of FNBO and FNCCC has been identified by the registrant as a servicer
during the reporting period with respect to the pool assets held by the Trust.
Each of FNBO and FNCCC has provided a Servicer Compliance Statement, signed by
an authorized officer, and each such Servicer Compliance Statement is attached
as an exhibit to this Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Issuing Entity has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 31, 2009 FIRST NATIONAL MASTER NOTE TRUST

By: First National Bank of Omaha,
As Servicer of First National Master
Note Trust

By: /s/ Timothy D. Hart
------------------------------------
Timothy D. Hart, Senior Vice
President

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Noteholders during the period covered by this Annual
Report on Form 10-K and the registrant does not intend to furnish such materials
to Noteholders subsequent to the filing of this report.

EXHIBIT INDEX

Exhibit 3.1 Articles of Organization of First National Funding LLC*

Exhibit 3.2 Operating Agreement of First National Funding LLC, dated as of
October 24, 2002*

Exhibit 4.1 Master Indenture, dated as of October 24, 2002, between First
National Master Note Trust and The Bank of New York*

Exhibit 4.2 First Amendment to Master Indenture, dated as of November 17, 2003,
between First National Master Note Trust and The Bank of New York*

Exhibit 4.3 Series 2007-1 Indenture Supplement**

Exhibit 4.4 Series 2007-2 Indenture Supplement***

Exhibit 4.5 Transfer and Servicing Agreement, dated as of October 24, 2002,
among First National Funding LLC, First National Bank of Omaha and
First National Master Note Trust*

Exhibit 4.6 First Amendment to Transfer and Servicing Agreement**

Exhibit 4.7 Second Amendment to Transfer and Servicing Agreement***

Exhibit 4.8 Trust Agreement of First National Master Note Trust, dated as of
October 16, 2002, between First National Funding LLC and Wilmington
Trust Company*

Exhibit 4.9 Administration Agreement, dated as of October 24, 2002, between
First National Master Note Trust and First National Bank of Omaha*

Exhibit 4.10 Second Amended and Restated Pooling and Servicing Agreement, dated
as of October 24, 2002, by and among First National Funding LLC,
First National Bank of Omaha and The Bank of New York*

Exhibit 4.11 First Amendment to Second Amended and Restated Pooling and
Servicing Agreement**

Exhibit 4.12 Second Amendment to Second Amended and Restated Pooling and
Servicing Agreement***

- ----------
* Incorporated by reference from registrants' Form S-3 filed on January 29,
2007, file no. 333-140273

** Incorporated by reference from registrants' Form 8-K filed on April 30,
2007, file no. 333-140273-01.

*** Incorporated by reference from registrants' Form 8-K filed on December 4,
2007, file no. 333-140273-01.

Exhibit 4.13 Collateral Series Supplement, dated as of October 24, 2002, among
First National Funding LLC, First National Bank of Omaha and The
Bank of New York, including form of Collateral Certificate*

Exhibit 4.14 Receivables Purchase Agreement, dated as of October 24, 2002,
between First National Bank of Omaha and First National Funding
LLC*

Exhibit 4.15 Services Agreement**

Exhibit 4.16 Collection Agreement**

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm.

Exhibit 31.1 Certification pursuant to Rule 13a-14(a)/ 15d-14(a) of the
Securities Exchange Act of 1934 (Section 302 Certification).

Exhibit 33.1 Report on Assessment of Compliance with Servicing Criteria
(pursuant to Item 1122 of Regulation AB) concerning servicing
activities of FNBO for the year ended December 31, 2008.

Exhibit 33.2 Report on Assessment of Compliance with Servicing Criteria
(pursuant to Item 1122 of Regulation AB) concerning servicing
activities of FNCCC for the year ended December 31, 2008.

Exhibit 33.3 Report on Assessment of Compliance with Servicing Criteria
(pursuant to Item 1122 of Regulation AB) concerning servicing
activities of the Trustee for the year ended December 31, 2008.

Exhibit 34.1 Independent Registered Public Accounting Firm Attestation Report
concerning servicing activities of FNBO for the year ended December
31, 2008.

Exhibit 34.2 Independent Registered Public Accounting Firm Attestation Report
concerning servicing activities of FNCCC for the year ended
December 31, 2008.

Exhibit 34.3 Independent Registered Public Accounting Firm Attestation Report
concerning servicing activities of the Trustee for the year ended
December 31, 2008.

Exhibit 35.1 Servicer Compliance Statement (pursuant to Item 1123 of Regulation
AB) of FNBO for the year ended December 31, 2008.

Exhibit 35.2 Servicer Compliance Statement (pursuant to Item 1123 of Regulation
AB) of FNCC for the year ended December 31, 2008.

- ----------
* Incorporated by reference from registrants' Form S-3 filed on January 29,
2007, file no. 333-140273.

** Incorporated by reference from registrants' Form 8-K filed on April 30,
2007, file no. 333-140273-01.