Item 2. Properties.
Not Applicable.
Item 3.

Item 3. Legal Proceedings.
Not Applicable.
Item 4.

Item 4. Submission of Matters to a vote of Security-Holders.
Not Applicable.
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related Stockholders Matters.
The certificates representing investors' interests in the First Union Master Credit Card Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company.
To the best knowledge of the registrant, there is no established public trading market for the Certificates.
Item 6.

Item 6. Selected Financial Data.
Not Applicable.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Not Applicable.
Item 8.

Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not Applicable.
PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.

Item 11. Executive Compensation.
Not Applicable.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) the Certificates of each Class of Series representing investors' interests in the First Union Master Credit Card Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the First Union Master Credit Card Trust is not entitled to receive a certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Certificates, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 1996. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1996, the following direct DTC participants held positions in the Certificates representing interests in the First Union Master Credit Card Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Class of each Series outstanding on that date:
The address of each above participant is:
c/o The Depository Trust Company 55 Water Street New York, New York 10041
(b) Not Applicable.
(c) Not Applicable.
Item 13.

Item 13. Certain Relationships and Related Transactions.
Not Applicable.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report.
1. Not Applicable
2. Not Applicable
3. Exhibits.
99.1 Annual Servicer's Certificate dated March 24, 1997.
(b) The following three (3) reports on Form 8-K were filed by the registrant during the quarter ending December 31, 1996:
1. Form 8-K, dated September 16, 1996 filed October 3, 1996. (Item 5)
2. Form 8-K, dated October 15, 1996 filed on October 30, 1996. (Item 5)
(c) See Item 14(a)(3) above
(d) Not Applicable
3. Form 8-K, dated November 15, 1996 filed on November 27, 1996. (Item 5)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST UNION NATIONAL BANK OF GEORGIA, as Servicer on Behalf of the First Union Master Credit Card Trust.
By: /s/ James H. Gilbraith II --------------------------- Name: James H. Gilbraith II Title: Managing Director Securitization & Structured Finance