8-K

                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K


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


Date of Report (Date of earliest event reported)      April 22, 2002


                         Fleet Credit Card Funding Trust
             (Exact name of registrant as specified in its charter)

                                on behalf of the

                        Fleet Credit Card Master Trust II



       United States               333-73728-01 and             23-3101310
                                     333-73728-02
                                                        
      (State or Other          (Commission File Number)        (IRS Employer
      Jurisdiction of                                         Identification
       Incorporation)                                             Number)



       300 North Wakefield Drive
          Suite: DE EH 60002 P
            Newark, Delaware                               19702
    (Address of Principal Executive                     (Zip Code)
                Office)

Registrant's telephone number, including area code (302) 266-5004

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.     Not Applicable.

Item 2.     Not Applicable.

Item 3.     Not Applicable.

Item 4.     Not Applicable.

Item 5.     On April 22, 2002, Orrick, Herrington & Sutcliffe LLP delivered
            its legality opinion with respect to Series 2002-A.

Item 6.     Not Applicable.

Item 7.     Financial Statements, Pro Forma Financial Information and
            Exhibits.

            Exhibits

            5.1   Legality Opinion of Orrick, Herrington & Sutcliffe LLP.

            23.1  Consent of Orrick, Herrington & Sutcliffe LLP (included in
                  opinion filed as Exhibit 5.1)

Item 8.     Not Applicable.

Item 9.     Not Applicable.

                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          FLEET CREDIT CARD FUNDING TRUST
                                            On behalf of the Fleet Credit Card
                                            Master Trust II



                                          By:  /s/ Jeffrey A. Lipson
                                             ---------------------------------
                                          Name:  Jeffrey A. Lipson
                                          Title: Vice President

                                  EXHIBIT INDEX


Exhibit                       Description

5.1   Legality opinion of Orrick, Herrington & Sutcliffe LLP

23.1  Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion
      filed as Exhibit 5.1)

EX-5.1

                                                                   Exhibit 5.1

              [Letterhead of Orrick, Herrington & Sutcliffe LLP]


                                 April 22, 2002


Fleet Credit Card Funding Trust
Newark, Delaware  19702

            RE:   Fleet Credit Card Master Trust II, Series 2002-A

Ladies and Gentlemen:

            We have acted as special counsel for Fleet Bank (RI), National
Association, a national banking association ("Fleet (RI)") and Fleet Credit Card
Funding Trust, a Delaware business trust ("FCCF"), in connection with (i) the
Registration Statement on Form S-3 Nos. 333-73728-01 and 333-73728-02 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the registration
under the Act of asset backed certificates and (ii) the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993, as amended and
restated as of January 1, 2002 (as amended to the date hereof and as the same
may be further amended, supplemented or otherwise modified from time to time),
among FCCF, as transferor to the Fleet Credit Card Master Trust II (the
"Trust"), Fleet (RI), as Servicer, and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), as Trustee for the Trust.

            FCCF proposes to cause the Trust to sell the Fleet Credit Card
Master Trust II Class A Asset Backed Certificates, Series 2002-A (the "Class A
Certificates") and Class B Asset Backed Certificates, Series 2002-A (the "Class
B Certificates" and together with the Class A Certificates, the "Certificates").
Such Certificates will be issued under the Series 2002-A Supplement to the
Pooling and Servicing Agreement.

            We have examined such instruments, documents and records as we
deemed relevant and necessary as a basis of our opinion hereinafter expressed.
In such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

            Based on such examination, we are of the opinion that when the
Certificates have been duly executed, authenticated and delivered in accordance
with the Pooling and Servicing Agreement, and sold in the manner described in
the Registration Statement and the prospectus and prospectus supplements
relating thereto, the Certificates will be legally issued, fully paid,

Fleet Credit Card Funding Trust
April 22, 2002
Page 2



non-assessable and binding obligations of the Trust and the holders of the
Certificates will be entitled to the benefits of such Pooling and Servicing
Agreement, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium, or other laws relating to or affecting the rights of creditors
generally and general principles of equity, including without limitation
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, regardless
of whether such enforceability is considered in a proceeding in equity or at
law.

            We hereby consent to the filing of this opinion by FCCF on behalf of
the Trust as an exhibit to a Current Report on Form 8-K for incorporation into
the Registration Statement by reference thereto and to the use of our name
wherever appearing in the Registration Statement and the prospectus contained
therein. In giving such consent, we do not admit that we are "experts," within
the meaning of the term as used in the Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.

                                    Very truly yours,



                                    /s/ORRICK, HERRINGTON & SUTCLIFFE LLP
                                    ORRICK, HERRINGTON & SUTCLIFFE LLP