EXHIBIT 2

                        RESTATED CERTIFICATE OF TRUST
                              OF MBNA CAPITAL V

     THIS Restated Certificate of Trust of MBNA Capital V (the "Trust"), dated
as of December 11, 1996, is being duly executed and filed by John W. Scheflen,
an individual residing in the State of Delaware, as trustee, to restate the
original certificate of trust filed on November 6, 1996, with the Secretary of
State of the State of Delaware (the "Certificate") to create a business trust
under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.)

     The Certificate is hereby restated in its entirety to read as follows:

     1. Name. The name of the business trust being created hereby is MBNA
Capital E.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is John. W. Scheflen c/o MBNA Corporation,
Wilmington, Delaware 19884.

     3. Effective Date. This Certificate of Trust shall be effective upon its
filing with the Secretary of State.

     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Restated Certificate of Trust as of the date first above
written.

                                       John W. Scheflen,
                                       as trustee


                                       /s/ John W. Scheflen
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