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) June 13, 2001

                              Universal Bank, N.A.
                 (Originator of the Universal Card Master Trust)
                           Universal Card Master Trust
                    (Issuer of the Asset Backed Certificates)
             (Exact name of registrant as specified in its charter)

United States of America        33-93806            58-1885168
(State or Other              (Commission File                 (IRS Employer
Jurisdiction of               Number)                          Identification
Incorporation)                                                     Number)


   200 Brookstone Centre, Suite 110
          Columbus, GA  31904                                   31904
(Address of Principal Executive Office)                       (Zip Code)


Registrants telephone number, including area code (706) 562-2200


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







INFORMATION TO BE INCLUDED IN THE REPORT

Items 1-4.                 Not Applicable

     Item 5. The Certificateholder  Statements for the month ending May 31, 2001
for the Universal  Card Master Trust Series 1995-3,  Series  1996-3,  and Series
1997-1 Certificates were distributed on June 13, 2001.

Item 6.                             Not Applicable.

Item 7.                             Exhibits.

The following are filed as Exhibits to this Report under Exhibits 20.1, 20.2,
and 20.3


 Exhibit 20.1                               Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1995-3.

Exhibit 20.2                                Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1996-3.



Exhibit 20.3                                Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1997-1.






<PAGE>



                                                     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.

                                                UNIVERSAL BANK, N.A.



                                             By: /s/ Meridith Jarrell
                                Name: Meridith Jarrell Title: President & Chief
                                               Operating Officer



<PAGE>



                                                    EXHIBIT INDEX


Exhibit                             Description
20.1                                        Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1995-3.

20.2                                        Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1996-3.


20.3                                        Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1997-1.



<PAGE>




                        Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                      Universal Card Master Trust
                    For the Due Period Ending May 31, 2001

==============================================================================

     This  Certificate  relates  to the Due Period  ending May 31,  2001 and the
related Distribution Date.

A.   Information Regarding the Total Trust
     -------------------------------------

1. Trust Portfolio Yield ..................................            11.41%
       Total Yield Component  .............................            17.13%
       Net Credit Loss Component  .........................             5.72%
       Recoveries .........................................             0.48%
2. Principal Purchase Rate  ...............................            13.55%

3. Principal Payment  Rate  ...............................            14.02%

4. Aggregate Amount of Principal Receivables in the Trust :
     Beginning of Due Period  ............................  $  13,125,549,731
     Weighted Average (used for mid-month addition)  .....  $               0
     Lump Sum Addition  ..................................  $               0
     End of Due Period  ..................................  $  12,971,322,213
     Transferor's Interest  ..............................  $   6,589,572,213
     Aggregate Invested Amount of all Series: ............  $   6,381,750,000

5. Delinquencies (Aggregate outstanding balances in the Accounts that
   were delinquent by the time periods listed below as of the close of
   business of the month preceding the Distribution Date, as a percentage
   of aggregate Receivables as of the last day of the Due Period) :

       Current  ..........................................  $  12,289,979,131
         5-34 days delinquent  ...........................  $     550,327,606
        35-64 days delinquent  ...........................  $     176,710,739
        65-94 days delinquent  ...........................  $     115,958,845
       95-124 days delinquent  ...........................  $      90,192,765
      125-154 days delinquent  ...........................  $      70,404,764
      155-184 days delinquent  ...........................  $      57,158,705

      Current  ...........................................             92.05%
         5-34 days delinquent  ...........................              4.12%
        35-64 days delinquent  ...........................              1.32%
        65-94 days delinquent  ...........................              0.87%
       95-124 days delinquent  ...........................              0.68%
      125-154 days delinquent  ...........................              0.53%
      155-184 days delinquent  ...........................              0.43%
     35+ days delinquent  ................................              3.83%

                                      Page 4


<PAGE>


                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                         Universal Card Master Trust
                    For the Due Period Ending May 31, 2001

==============================================================================

B. Information Regarding Group 0
   -----------------------------
  (Percentage Basis)

  1. Portfolio Yield                                      11.41%
  2. Weighted Average Certificate Rate                     3.94%
  3. Weighted Average Investor Fee Rates                   1.87%


C. Information Regarding Group 0
   -----------------------------
  (Dollars Basis)

  1. Total Investor Collections                 $ 1,262,288,492
         Principal Collections                  $ 1,157,030,226
         Finance Charge Collections             $   105,258,266
  2. Investor Default Amount                    $    35,135,360
  3. Investor Monthly Interest                  $    25,835,689
  4. Investor Monthly Fees                      $    11,489,202























                                      Page 5


<PAGE>


                        Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001


==============================================================================
This  Certificate  relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

C2. Information Regarding Series 1995-3
   ------------------------------------
    1. Total Investor Collections                    $  116,034,939
         Principal Collections                       $  105,184,566
         Reallocated Finance Charge Collections      $   10,850,373
    2. Investor Default Amount                       $    3,574,178
    3. Investor Monthly Interest                     $    3,282,700
    4. Investor Monthly Servicing Fee                $    1,168,750
    5. Excess Finance Charge Collections             $    2,825,079

     *Finance  charges have been reallocated  based on sharing  mechanics within
the Group, this amount also includes investment proceeds due to Series.

C3. Information Regarding Trigger Level
   ------------------------------------
Current Month
    1. Series Adjusted Portfolio Yield - current month   11.64%

    2. Base Rate - current month                          7.12%
         Coupon Component                                 5.25%
         Servicing Component                              1.87%
    3. Excess Spread Percentage - 3 month average         4.52%

3 Month Averages
    4. Series Adjusted Portfolio Yield - 3 month average 13.01%

    5. Base Rate - 3 month average                        7.18%
         Coupon Component                                 5.31%
         Servicing Component                              1.87%
    6. Excess Spread Percentage - 3 month average         5.83%













                                      Page 4
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

D. Information Regarding Series 1995-3
--------------------------------------

   1a. Class A Invested Amount                         $  652,500,000

   1b. Class B Invested Amount                         $   45,000,000

   1c. CIA Invested Amount                             $   52,500,000

   2a. Class A Monthly Interest                        $    2,871,000

   2b. Class B Monthly Interest                        $      202,400

   2c. CIA Monthly Interest                            $      209,300

   3a. Balance in the Class A Interest Funding Account $    5,562,563

   3b. Balance in the Class B Interest Funding Account $      392,150

   3c. Balance in the CIA Interest Funding Account     $      209,300

   4a. Class A Investor Charge-offs                    $            0

   4b. Class B Investor Charge-offs                    $            0

   4c. CIA Investor Charge-offs                        $            0

   5. Required Amount                                  $            0

   6a. Class A Principal Deposit to PFA (2)            $            0

   6b. Class B Principal Deposit to PFA (2)            $            0

   6c. CIA Principal Deposit to PFA (2)                $            0

   7a. Balance in Class A Principal Funding Account (2)$            0

   7b. Balance in Class B Principal Funding Account (2)$            0

   7c. Balance in CIA Principal Funding Account (2)    $            0
--------------------------------------------------------------------------
(2) Applicable during the Accumulation Period and any Early Amortization Period


                                      Page 5
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer
==============================================================================
                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001
==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
------------------------------------------------------------------------------

   1a. The total amount of the distribution to Class A
       Certificateholders On the Payment Date                    $            0

   1b. The total amount of the distribution to Class B
       Certificateholders On the Payment Date                    $            0

   1c. The total amount of the distribution to Class C
       Certificateholders On the Payment Date                    $      209,300

   2a. The amount of the distribution set forth in item 1(a) above
       in respect to principal on the Class A Certificates       $            0

   2b. The amount of the distribution set forth in item 1(b) above
       in respect to principal on the Class B Certificates       $            0

   2c. The amount of the distribution set forth in item 1(c) above
       in respect to principal on the CIA                        $            0

   3a. The amount of the distribution set forth in item 1(a) above
       in respect of interest on the Class A Certificates        $            0

   3b. The amount of the distribution set forth in item 1(b) above
       in respect of interest on the Class B Certificates        $            0

   3c. The amount of the distribution set forth in item 1(c) above
       in respect of interest on the CIA                         $      209,300

   4a. The amount, if any, by which the outstanding principal
       balance of the Class A Certificates exceeds the Class A
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4b. The amount, if any, by which the outstanding principal
       balance of the Class B Certificates exceeds the Class B
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4c. The amount, if any, by which the outstanding principal
       balance of the CIA exceeds the CIA
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0
       ----------------------------------------------------------
       (3) The following information, as applicable, is included
        only on Payment Date.
                                      Page 6
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001

==============================================================================

This Certificate relates to the Due Period ending May 31, 2001 and the
related Distribution Date.

The undersigned, a duly authorized representative of Universal Card Services
Corp.('UCS'), as a Servicer pursuant to the Pooling and Servicing Agreement
dated as of August 1, 1995 (as amended and supplemented, the 'Pooling And
  Servicing Agreement'), among UCS, Universal Bank, N.A., as Transferor and
  Bankers Trust Company, as Trustee (the 'Trustee'), does hereby certify
                   the information set forth below.

           1.    Capitalized terms used in the Certificate have their
                 respective meanings as set forth in the Agreement or Series
                 Supplement, as applicable.

           2.    Universal Card Services Corp. is, as of the date hereof, the
                 Servicer under the Agreement.

           3.    The undersigned is a Servicing Officer.

           4.    This Certificate relates to the Distribution Date
                 occurring on June 18, 2001

           5.    As of the date hereof, to the best knowledge of
                 the undersigned, the Servicer has performed in
                 all material respects all its obligations under
                 the Agreement through the Due Period preceeding
                 such Distribution Date.

           6.    As of the date hereof, to the best knowledge of the
                 undersigned, no Amortization Event has been deemed
                 to have occurred on or prior to such Distribution Date.

           7.    As of date hereof, to the best knowledge of the
                 undersigned, no Lien has been placed on any of the
                 Receivables other than pursuant to the Agreement.


                 IN WITNESS WHEREOF, the undersigned has duly
                 executed and delivered this Certificate this 20 day of
                 June 2001

                                By:     /s/ Andrew Lubliner
                                   __________________________________________
                                        Name:    Andrew Lubliner
                                        Title:   Servicing Officer
                                      Page 7
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001


==============================================================================
This  Certificate  relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

C2. Information Regarding Series 1996-3
   ------------------------------------
    1. Total Investor Collections                    $  154,801,186
         Principal Collections                       $  140,246,088
         Reallocated Finance Charge Collections      $   14,555,098
    2. Investor Default Amount                       $    4,765,570
    3. Investor Monthly Interest                     $    4,464,867
    4. Investor Monthly Servicing Fee                $    1,558,333
    5. Excess Finance Charge Collections             $    3,782,053

     *Finance  charges have been reallocated  based on sharing  mechanics within
the Group, this amount also includes investment proceeds due to Series.

C3. Information Regarding Trigger Level
   ------------------------------------
Current Month
    1. Series Adjusted Portfolio Yield - current month   11.77%

    2. Base Rate - current month                          7.23%
         Coupon Component                                 5.36%
         Servicing Component                              1.87%
    3. Excess Spread Percentage - 3 month average         4.54%

3 Month Averages
    4. Series Adjusted Portfolio Yield - 3 month average 12.82%

    5. Base Rate - 3 month average                        6.99%
         Coupon Component                                 5.12%
         Servicing Component                              1.87%
    6. Excess Spread Percentage - 3 month average         5.83%













                                      Page 8
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

D. Information Regarding Series 1996-3
--------------------------------------

   1a. Class A Invested Amount                         $  850,000,000

   1b. Class B Invested Amount                         $   80,000,000

   1c. CIA Invested Amount                             $   70,000,000

   2a. Class A Monthly Interest                        $    3,809,889

   2b. Class B Monthly Interest                        $      372,800

   2c. CIA Monthly Interest                            $      282,178

   3a. Balance in the Class A Interest Funding Account $   10,834,372

   3b. Balance in the Class B Interest Funding Account $    1,060,150

   3c. Balance in the CIA Interest Funding Account     $      282,178

   4a. Class A Investor Charge-offs                    $            0

   4b. Class B Investor Charge-offs                    $            0

   4c. CIA Investor Charge-offs                        $            0

   5. Required Amount                                  $            0

   6a. Class A Principal Deposit to PFA (2)            $            0

   6b. Class B Principal Deposit to PFA (2)            $            0

   6c. CIA Principal Deposit to PFA (2)                $            0

   7a. Balance in Class A Principal Funding Account (2)$            0

   7b. Balance in Class B Principal Funding Account (2)$            0

   7c. Balance in CIA Principal Funding Account (2)    $            0
--------------------------------------------------------------------------
(2) Applicable during the Accumulation Period and any Early Amortization Period


                                      Page 9
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer
==============================================================================
                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001
==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
------------------------------------------------------------------------------

   1a. The total amount of the distribution to Class A
       Certificateholders On the Payment Date                    $   10,834,372

   1b. The total amount of the distribution to Class B
       Certificateholders On the Payment Date                    $    1,060,150

   1c. The total amount of the distribution to Class C
       Certificateholders On the Payment Date                    $      282,178

   2a. The amount of the distribution set forth in item 1(a) above
       in respect to principal on the Class A Certificates       $            0

   2b. The amount of the distribution set forth in item 1(b) above
       in respect to principal on the Class B Certificates       $            0

   2c. The amount of the distribution set forth in item 1(c) above
       in respect to principal on the CIA                        $            0

   3a. The amount of the distribution set forth in item 1(a) above
       in respect of interest on the Class A Certificates        $   10,834,372

   3b. The amount of the distribution set forth in item 1(b) above
       in respect of interest on the Class B Certificates        $    1,060,150

   3c. The amount of the distribution set forth in item 1(c) above
       in respect of interest on the CIA                         $      282,178

   4a. The amount, if any, by which the outstanding principal
       balance of the Class A Certificates exceeds the Class A
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4b. The amount, if any, by which the outstanding principal
       balance of the Class B Certificates exceeds the Class B
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4c. The amount, if any, by which the outstanding principal
       balance of the CIA exceeds the CIA
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0
       ----------------------------------------------------------
       (3) The following information, as applicable, is included
        only on Payment Date.
                                      Page 10
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001

==============================================================================

This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

The undersigned, a duly authorized representative of Universal Card Services
Corp.('UCS'), as a Servicer pursuant to the Pooling and Servicing Agreement
dated as of August 1, 1995 (as amended and supplemented, the 'Pooling And
  Servicing Agreement'), among UCS, Universal Bank, N.A., as Transferor and
  Bankers Trust Company, as Trustee (the 'Trustee'), does hereby certify
                   the information set forth below.

           1.    Capitalized terms used in the Certificate have their
                 respective meanings as set forth in the Agreement or Series
                 Supplement, as applicable.

           2.    Universal Card Services Corp. is, as of the date hereof, the
                 Servicer under the Agreement.

           3.    The undersigned is a Servicing Officer.

           4.    This Certificate relates to the Distribution Date
                 occurring on June 18, 2001

           5.    As of the date hereof, to the best knowledge of
                 the undersigned, the Servicer has performed in
                 all material respects all its obligations under
                 the Agreement through the Due Period preceeding
                 such Distribution Date.

           6.    As of the date hereof, to the best knowledge of the
                 undersigned, no Amortization Event has been deemed
                 to have occurred on or prior to such Distribution Date.

           7.    As of date hereof, to the best knowledge of the
                 undersigned, no Lien has been placed on any of the
                 Receivables other than pursuant to the Agreement.


                 IN WITNESS WHEREOF, the undersigned has duly
                 executed and delivered this Certificate this 20 day of
                 June 2001

                                By:     /s/ Andrew Lubliner
                                   __________________________________________
                                        Name:    Andrew Lubliner
                                        Title:   Servicing Officer
                                      Page 11
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

C2. Information Regarding Series 1997-1
   ------------------------------------
    1. Total Investor Collections                    $  154,101,440
         Principal Collections                       $  140,246,088
         Reallocated Finance Charge Collections      $   13,855,352
    2. Investor Default Amount                       $    4,765,570
    3. Investor Monthly Interest                     $    3,765,121
    4. Investor Monthly Servicing Fee                $    1,558,333
    5. Excess Finance Charge Collections             $    3,798,974

     *Finance  charges have been reallocated  based on sharing  mechanics within
the Group, this amount also includes investment proceeds due to Series.

C3. Information Regarding Trigger Level
   ------------------------------------
Current Month
    1. Series Adjusted Portfolio Yield - current month   10.95%

    2. Base Rate - current month                          6.39%
         Coupon Component                                 4.52%
         Servicing Component                              1.87%
    3. Excess Spread Percentage - 3 month average         4.56%

3 Month Averages
    4. Series Adjusted Portfolio Yield - 3 month average 12.82%

    5. Base Rate - 3 month average                        6.99%
         Coupon Component                                 5.12%
         Servicing Component                              1.87%
    6. Excess Spread Percentage - 3 month average         5.83%













                                      Page 12
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

D. Information Regarding Series 1997-1
--------------------------------------

   1a. Class A Invested Amount                         $  850,000,000

   1b. Class B Invested Amount                         $   80,000,000

   1c. CIA Invested Amount                             $   70,000,000

   2a. Class A Monthly Interest                        $    3,168,143

   2b. Class B Monthly Interest                        $      311,689

   2c. CIA Monthly Interest                            $      285,289

   3a. Balance in the Class A Interest Funding Account $    3,168,143

   3b. Balance in the Class B Interest Funding Account $      311,689

   3c. Balance in the CIA Interest Funding Account     $      285,289

   4a. Class A Investor Charge-offs                    $            0

   4b. Class B Investor Charge-offs                    $            0

   4c. CIA Investor Charge-offs                        $            0

   5. Required Amount                                  $            0

   6a. Class A Principal Deposit to PFA (2)            $            0

   6b. Class B Principal Deposit to PFA (2)            $            0

   6c. CIA Principal Deposit to PFA (2)                $            0

   7a. Balance in Class A Principal Funding Account (2)$            0

   7b. Balance in Class B Principal Funding Account (2)$            0

   7c. Balance in CIA Principal Funding Account (2)    $            0
--------------------------------------------------------------------------
(2) Applicable during the Accumulation Period and any Early Amortization Period


                                      Page 13
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer
==============================================================================
                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001
==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
------------------------------------------------------------------------------

   1a. The total amount of the distribution to Class A
       Certificateholders On the Payment Date                    $            0

   1b. The total amount of the distribution to Class B
       Certificateholders On the Payment Date                    $            0

   1c. The total amount of the distribution to Class C
       Certificateholders On the Payment Date                    $      285,289

   2a. The amount of the distribution set forth in item 1(a) above
       in respect to principal on the Class A Certificates       $            0

   2b. The amount of the distribution set forth in item 1(b) above
       in respect to principal on the Class B Certificates       $            0

   2c. The amount of the distribution set forth in item 1(c) above
       in respect to principal on the CIA                        $            0

   3a. The amount of the distribution set forth in item 1(a) above
       in respect of interest on the Class A Certificates        $            0

   3b. The amount of the distribution set forth in item 1(b) above
       in respect of interest on the Class B Certificates        $            0

   3c. The amount of the distribution set forth in item 1(c) above
       in respect of interest on the CIA                         $      285,289

   4a. The amount, if any, by which the outstanding principal
       balance of the Class A Certificates exceeds the Class A
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4b. The amount, if any, by which the outstanding principal
       balance of the Class B Certificates exceeds the Class B
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4c. The amount, if any, by which the outstanding principal
       balance of the CIA exceeds the CIA
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0
       ----------------------------------------------------------
       (3) The following information, as applicable, is included
        only on Payment Date.
                                      Page 14
<PAGE>

                         Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001

==============================================================================

This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

The undersigned, a duly authorized representative of Universal Card Services
Corp.('UCS'), as a Servicer pursuant to the Pooling and Servicing Agreement
dated as of August 1, 1995 (as amended and supplemented, the 'Pooling And
  Servicing Agreement'), among UCS, Universal Bank, N.A., as Transferor and
  Bankers Trust Company, as Trustee (the 'Trustee'), does hereby certify
                   the information set forth below.

           1.    Capitalized terms used in the Certificate have their
                 respective meanings as set forth in the Agreement or Series
                 Supplement, as applicable.

           2.    Universal Card Services Corp. is, as of the date hereof, the
                 Servicer under the Agreement.

           3.    The undersigned is a Servicing Officer.

           4.    This Certificate relates to the Distribution Date
                 occurring on June 18, 2001

           5.    As of the date hereof, to the best knowledge of
                 the undersigned, the Servicer has performed in
                 all material respects all its obligations under
                 the Agreement through the Due Period preceeding
                 such Distribution Date.

           6.    As of the date hereof, to the best knowledge of the
                 undersigned, no Amortization Event has been deemed
                 to have occurred on or prior to such Distribution Date.

           7.    As of date hereof, to the best knowledge of the
                 undersigned, no Lien has been placed on any of the
                 Receivables other than pursuant to the Agreement.


                 IN WITNESS WHEREOF, the undersigned has duly
                 executed and delivered this Certificate this 20 day of
                 June 2001

                                By:     /s/ Andrew Lubliner
                                   __________________________________________
                                        Name:    Andrew Lubliner
                                        Title:   Servicing Officer
                                      Page 15
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{"company-data": {"conformed-name": "UNIVERSAL BANK NA", "cik": "0000947117", "assigned-sic": "6189", "irs-number": "581885168", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26766", "film-number": "1664274"}, "business-address": {"street1": "200 BROOKSTONE CENTRE", "street2": "SUITE 110", "city": "COLUMBUS", "state": "GA", "zip": "31904", "phone": "7065622200"}, "mail-address": {"street1": "ONE COURT SQUARE", "street2": "SUITE 1001", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11120"}}
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) June 13, 2001

                              Universal Bank, N.A.
                 (Originator of the Universal Card Master Trust)
                           Universal Card Master Trust
                    (Issuer of the Asset Backed Certificates)
             (Exact name of registrant as specified in its charter)

United States of America        33-93806            58-1885168
(State or Other              (Commission File                 (IRS Employer
Jurisdiction of               Number)                          Identification
Incorporation)                                                     Number)

   200 Brookstone Centre, Suite 110
          Columbus, GA  31904                                   31904
(Address of Principal Executive Office)                       (Zip Code)

Registrants telephone number, including area code (706) 562-2200

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

INFORMATION TO BE INCLUDED IN THE REPORT

Items 1-4.                 Not Applicable

     Item 5. The Certificateholder  Statements for the month ending May 31, 2001
for the Universal  Card Master Trust Series 1995-3,  Series  1996-3,  and Series
1997-1 Certificates were distributed on June 13, 2001.

Item 6.                             Not Applicable.

Item 7.                             Exhibits.

The following are filed as Exhibits to this Report under Exhibits 20.1, 20.2,
and 20.3

 Exhibit 20.1                               Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1995-3.

Exhibit 20.2                                Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1996-3.

Exhibit 20.3                                Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1997-1.
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.

                                                UNIVERSAL BANK, N.A.

                                             By: /s/ Meridith Jarrell
                                Name: Meridith Jarrell Title: President & Chief
                                               Operating Officer
EXHIBIT INDEX

Exhibit                             Description
20.1                                        Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1995-3.

20.2                                        Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1996-3.

20.3                                        Monthly Servicing Report dated
                                            June 18, 2001. with respect to the
                                            Universal Card Master Trust
                                            Series 1997-1.
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                      Universal Card Master Trust
                    For the Due Period Ending May 31, 2001

==============================================================================

     This  Certificate  relates  to the Due Period  ending May 31,  2001 and the
related Distribution Date.

A.   Information Regarding the Total Trust
     -------------------------------------

1. Trust Portfolio Yield ..................................            11.41%
       Total Yield Component  .............................            17.13%
       Net Credit Loss Component  .........................             5.72%
       Recoveries .........................................             0.48%
2. Principal Purchase Rate  ...............................            13.55%

3. Principal Payment  Rate  ...............................            14.02%

4. Aggregate Amount of Principal Receivables in the Trust :
     Beginning of Due Period  ............................  $  13,125,549,731
     Weighted Average (used for mid-month addition)  .....  $               0
     Lump Sum Addition  ..................................  $               0
     End of Due Period  ..................................  $  12,971,322,213
     Transferor's Interest  ..............................  $   6,589,572,213
     Aggregate Invested Amount of all Series: ............  $   6,381,750,000

5. Delinquencies (Aggregate outstanding balances in the Accounts that
   were delinquent by the time periods listed below as of the close of
   business of the month preceding the Distribution Date, as a percentage
   of aggregate Receivables as of the last day of the Due Period) :

       Current  ..........................................  $  12,289,979,131
         5-34 days delinquent  ...........................  $     550,327,606
        35-64 days delinquent  ...........................  $     176,710,739
        65-94 days delinquent  ...........................  $     115,958,845
       95-124 days delinquent  ...........................  $      90,192,765
      125-154 days delinquent  ...........................  $      70,404,764
      155-184 days delinquent  ...........................  $      57,158,705

      Current  ...........................................             92.05%
         5-34 days delinquent  ...........................              4.12%
        35-64 days delinquent  ...........................              1.32%
        65-94 days delinquent  ...........................              0.87%
       95-124 days delinquent  ...........................              0.68%
      125-154 days delinquent  ...........................              0.53%
      155-184 days delinquent  ...........................              0.43%
     35+ days delinquent  ................................              3.83%

                                      Page 4
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                         Universal Card Master Trust
                    For the Due Period Ending May 31, 2001

==============================================================================

B. Information Regarding Group 0
   -----------------------------
  (Percentage Basis)

  1. Portfolio Yield                                      11.41%
  2. Weighted Average Certificate Rate                     3.94%
  3. Weighted Average Investor Fee Rates                   1.87%

C. Information Regarding Group 0
   -----------------------------
  (Dollars Basis)

  1. Total Investor Collections                 $ 1,262,288,492
         Principal Collections                  $ 1,157,030,226
         Finance Charge Collections             $   105,258,266
  2. Investor Default Amount                    $    35,135,360
  3. Investor Monthly Interest                  $    25,835,689
  4. Investor Monthly Fees                      $    11,489,202

                                      Page 5
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001

==============================================================================
This  Certificate  relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

C2. Information Regarding Series 1995-3
   ------------------------------------
    1. Total Investor Collections                    $  116,034,939
         Principal Collections                       $  105,184,566
         Reallocated Finance Charge Collections      $   10,850,373
    2. Investor Default Amount                       $    3,574,178
    3. Investor Monthly Interest                     $    3,282,700
    4. Investor Monthly Servicing Fee                $    1,168,750
    5. Excess Finance Charge Collections             $    2,825,079

     *Finance  charges have been reallocated  based on sharing  mechanics within
the Group, this amount also includes investment proceeds due to Series.

C3. Information Regarding Trigger Level
   ------------------------------------
Current Month
    1. Series Adjusted Portfolio Yield - current month   11.64%

    2. Base Rate - current month                          7.12%
         Coupon Component                                 5.25%
         Servicing Component                              1.87%
    3. Excess Spread Percentage - 3 month average         4.52%

3 Month Averages
    4. Series Adjusted Portfolio Yield - 3 month average 13.01%

    5. Base Rate - 3 month average                        7.18%
         Coupon Component                                 5.31%
         Servicing Component                              1.87%
    6. Excess Spread Percentage - 3 month average         5.83%

                                      Page 4
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

D. Information Regarding Series 1995-3
--------------------------------------

   1a. Class A Invested Amount                         $  652,500,000

   1b. Class B Invested Amount                         $   45,000,000

   1c. CIA Invested Amount                             $   52,500,000

   2a. Class A Monthly Interest                        $    2,871,000

   2b. Class B Monthly Interest                        $      202,400

   2c. CIA Monthly Interest                            $      209,300

   3a. Balance in the Class A Interest Funding Account $    5,562,563

   3b. Balance in the Class B Interest Funding Account $      392,150

   3c. Balance in the CIA Interest Funding Account     $      209,300

   4a. Class A Investor Charge-offs                    $            0

   4b. Class B Investor Charge-offs                    $            0

   4c. CIA Investor Charge-offs                        $            0

   5. Required Amount                                  $            0

   6a. Class A Principal Deposit to PFA (2)            $            0

   6b. Class B Principal Deposit to PFA (2)            $            0

   6c. CIA Principal Deposit to PFA (2)                $            0

   7a. Balance in Class A Principal Funding Account (2)$            0

   7b. Balance in Class B Principal Funding Account (2)$            0

   7c. Balance in CIA Principal Funding Account (2)    $            0
--------------------------------------------------------------------------
(2) Applicable during the Accumulation Period and any Early Amortization Period

                                      Page 5
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer
==============================================================================
                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001
==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
------------------------------------------------------------------------------

   1a. The total amount of the distribution to Class A
       Certificateholders On the Payment Date                    $            0

   1b. The total amount of the distribution to Class B
       Certificateholders On the Payment Date                    $            0

   1c. The total amount of the distribution to Class C
       Certificateholders On the Payment Date                    $      209,300

   2a. The amount of the distribution set forth in item 1(a) above
       in respect to principal on the Class A Certificates       $            0

   2b. The amount of the distribution set forth in item 1(b) above
       in respect to principal on the Class B Certificates       $            0

   2c. The amount of the distribution set forth in item 1(c) above
       in respect to principal on the CIA                        $            0

   3a. The amount of the distribution set forth in item 1(a) above
       in respect of interest on the Class A Certificates        $            0

   3b. The amount of the distribution set forth in item 1(b) above
       in respect of interest on the Class B Certificates        $            0

   3c. The amount of the distribution set forth in item 1(c) above
       in respect of interest on the CIA                         $      209,300

   4a. The amount, if any, by which the outstanding principal
       balance of the Class A Certificates exceeds the Class A
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4b. The amount, if any, by which the outstanding principal
       balance of the Class B Certificates exceeds the Class B
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4c. The amount, if any, by which the outstanding principal
       balance of the CIA exceeds the CIA
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0
       ----------------------------------------------------------
       (3) The following information, as applicable, is included
        only on Payment Date.
                                      Page 6
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1995-3
                    For the Due Period Ending May 31, 2001

==============================================================================

This Certificate relates to the Due Period ending May 31, 2001 and the
related Distribution Date.

The undersigned, a duly authorized representative of Universal Card Services
Corp.('UCS'), as a Servicer pursuant to the Pooling and Servicing Agreement
dated as of August 1, 1995 (as amended and supplemented, the 'Pooling And
  Servicing Agreement'), among UCS, Universal Bank, N.A., as Transferor and
  Bankers Trust Company, as Trustee (the 'Trustee'), does hereby certify
                   the information set forth below.

           1.    Capitalized terms used in the Certificate have their
                 respective meanings as set forth in the Agreement or Series
                 Supplement, as applicable.

           2.    Universal Card Services Corp. is, as of the date hereof, the
                 Servicer under the Agreement.

           3.    The undersigned is a Servicing Officer.

           4.    This Certificate relates to the Distribution Date
                 occurring on June 18, 2001

           5.    As of the date hereof, to the best knowledge of
                 the undersigned, the Servicer has performed in
                 all material respects all its obligations under
                 the Agreement through the Due Period preceeding
                 such Distribution Date.

           6.    As of the date hereof, to the best knowledge of the
                 undersigned, no Amortization Event has been deemed
                 to have occurred on or prior to such Distribution Date.

           7.    As of date hereof, to the best knowledge of the
                 undersigned, no Lien has been placed on any of the
                 Receivables other than pursuant to the Agreement.

                 IN WITNESS WHEREOF, the undersigned has duly
                 executed and delivered this Certificate this 20 day of
                 June 2001

                                By:     /s/ Andrew Lubliner
                                   __________________________________________
                                        Name:    Andrew Lubliner
                                        Title:   Servicing Officer
                                      Page 7
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001

==============================================================================
This  Certificate  relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

C2. Information Regarding Series 1996-3
   ------------------------------------
    1. Total Investor Collections                    $  154,801,186
         Principal Collections                       $  140,246,088
         Reallocated Finance Charge Collections      $   14,555,098
    2. Investor Default Amount                       $    4,765,570
    3. Investor Monthly Interest                     $    4,464,867
    4. Investor Monthly Servicing Fee                $    1,558,333
    5. Excess Finance Charge Collections             $    3,782,053

     *Finance  charges have been reallocated  based on sharing  mechanics within
the Group, this amount also includes investment proceeds due to Series.

C3. Information Regarding Trigger Level
   ------------------------------------
Current Month
    1. Series Adjusted Portfolio Yield - current month   11.77%

    2. Base Rate - current month                          7.23%
         Coupon Component                                 5.36%
         Servicing Component                              1.87%
    3. Excess Spread Percentage - 3 month average         4.54%

3 Month Averages
    4. Series Adjusted Portfolio Yield - 3 month average 12.82%

    5. Base Rate - 3 month average                        6.99%
         Coupon Component                                 5.12%
         Servicing Component                              1.87%
    6. Excess Spread Percentage - 3 month average         5.83%

                                      Page 8
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

D. Information Regarding Series 1996-3
--------------------------------------

   1a. Class A Invested Amount                         $  850,000,000

   1b. Class B Invested Amount                         $   80,000,000

   1c. CIA Invested Amount                             $   70,000,000

   2a. Class A Monthly Interest                        $    3,809,889

   2b. Class B Monthly Interest                        $      372,800

   2c. CIA Monthly Interest                            $      282,178

   3a. Balance in the Class A Interest Funding Account $   10,834,372

   3b. Balance in the Class B Interest Funding Account $    1,060,150

   3c. Balance in the CIA Interest Funding Account     $      282,178

   4a. Class A Investor Charge-offs                    $            0

   4b. Class B Investor Charge-offs                    $            0

   4c. CIA Investor Charge-offs                        $            0

   5. Required Amount                                  $            0

   6a. Class A Principal Deposit to PFA (2)            $            0

   6b. Class B Principal Deposit to PFA (2)            $            0

   6c. CIA Principal Deposit to PFA (2)                $            0

   7a. Balance in Class A Principal Funding Account (2)$            0

   7b. Balance in Class B Principal Funding Account (2)$            0

   7c. Balance in CIA Principal Funding Account (2)    $            0
--------------------------------------------------------------------------
(2) Applicable during the Accumulation Period and any Early Amortization Period

                                      Page 9
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer
==============================================================================
                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001
==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
------------------------------------------------------------------------------

   1a. The total amount of the distribution to Class A
       Certificateholders On the Payment Date                    $   10,834,372

   1b. The total amount of the distribution to Class B
       Certificateholders On the Payment Date                    $    1,060,150

   1c. The total amount of the distribution to Class C
       Certificateholders On the Payment Date                    $      282,178

   2a. The amount of the distribution set forth in item 1(a) above
       in respect to principal on the Class A Certificates       $            0

   2b. The amount of the distribution set forth in item 1(b) above
       in respect to principal on the Class B Certificates       $            0

   2c. The amount of the distribution set forth in item 1(c) above
       in respect to principal on the CIA                        $            0

   3a. The amount of the distribution set forth in item 1(a) above
       in respect of interest on the Class A Certificates        $   10,834,372

   3b. The amount of the distribution set forth in item 1(b) above
       in respect of interest on the Class B Certificates        $    1,060,150

   3c. The amount of the distribution set forth in item 1(c) above
       in respect of interest on the CIA                         $      282,178

   4a. The amount, if any, by which the outstanding principal
       balance of the Class A Certificates exceeds the Class A
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4b. The amount, if any, by which the outstanding principal
       balance of the Class B Certificates exceeds the Class B
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4c. The amount, if any, by which the outstanding principal
       balance of the CIA exceeds the CIA
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0
       ----------------------------------------------------------
       (3) The following information, as applicable, is included
        only on Payment Date.
                                      Page 10
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1996-3
                    For the Due Period Ending May 31, 2001

==============================================================================

This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

The undersigned, a duly authorized representative of Universal Card Services
Corp.('UCS'), as a Servicer pursuant to the Pooling and Servicing Agreement
dated as of August 1, 1995 (as amended and supplemented, the 'Pooling And
  Servicing Agreement'), among UCS, Universal Bank, N.A., as Transferor and
  Bankers Trust Company, as Trustee (the 'Trustee'), does hereby certify
                   the information set forth below.

           1.    Capitalized terms used in the Certificate have their
                 respective meanings as set forth in the Agreement or Series
                 Supplement, as applicable.

           2.    Universal Card Services Corp. is, as of the date hereof, the
                 Servicer under the Agreement.

           3.    The undersigned is a Servicing Officer.

           4.    This Certificate relates to the Distribution Date
                 occurring on June 18, 2001

           5.    As of the date hereof, to the best knowledge of
                 the undersigned, the Servicer has performed in
                 all material respects all its obligations under
                 the Agreement through the Due Period preceeding
                 such Distribution Date.

           6.    As of the date hereof, to the best knowledge of the
                 undersigned, no Amortization Event has been deemed
                 to have occurred on or prior to such Distribution Date.

           7.    As of date hereof, to the best knowledge of the
                 undersigned, no Lien has been placed on any of the
                 Receivables other than pursuant to the Agreement.

                 IN WITNESS WHEREOF, the undersigned has duly
                 executed and delivered this Certificate this 20 day of
                 June 2001

                                By:     /s/ Andrew Lubliner
                                   __________________________________________
                                        Name:    Andrew Lubliner
                                        Title:   Servicing Officer
                                      Page 11
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

C2. Information Regarding Series 1997-1
   ------------------------------------
    1. Total Investor Collections                    $  154,101,440
         Principal Collections                       $  140,246,088
         Reallocated Finance Charge Collections      $   13,855,352
    2. Investor Default Amount                       $    4,765,570
    3. Investor Monthly Interest                     $    3,765,121
    4. Investor Monthly Servicing Fee                $    1,558,333
    5. Excess Finance Charge Collections             $    3,798,974

     *Finance  charges have been reallocated  based on sharing  mechanics within
the Group, this amount also includes investment proceeds due to Series.

C3. Information Regarding Trigger Level
   ------------------------------------
Current Month
    1. Series Adjusted Portfolio Yield - current month   10.95%

    2. Base Rate - current month                          6.39%
         Coupon Component                                 4.52%
         Servicing Component                              1.87%
    3. Excess Spread Percentage - 3 month average         4.56%

3 Month Averages
    4. Series Adjusted Portfolio Yield - 3 month average 12.82%

    5. Base Rate - 3 month average                        6.99%
         Coupon Component                                 5.12%
         Servicing Component                              1.87%
    6. Excess Spread Percentage - 3 month average         5.83%

                                      Page 12
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001

==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

D. Information Regarding Series 1997-1
--------------------------------------

   1a. Class A Invested Amount                         $  850,000,000

   1b. Class B Invested Amount                         $   80,000,000

   1c. CIA Invested Amount                             $   70,000,000

   2a. Class A Monthly Interest                        $    3,168,143

   2b. Class B Monthly Interest                        $      311,689

   2c. CIA Monthly Interest                            $      285,289

   3a. Balance in the Class A Interest Funding Account $    3,168,143

   3b. Balance in the Class B Interest Funding Account $      311,689

   3c. Balance in the CIA Interest Funding Account     $      285,289

   4a. Class A Investor Charge-offs                    $            0

   4b. Class B Investor Charge-offs                    $            0

   4c. CIA Investor Charge-offs                        $            0

   5. Required Amount                                  $            0

   6a. Class A Principal Deposit to PFA (2)            $            0

   6b. Class B Principal Deposit to PFA (2)            $            0

   6c. CIA Principal Deposit to PFA (2)                $            0

   7a. Balance in Class A Principal Funding Account (2)$            0

   7b. Balance in Class B Principal Funding Account (2)$            0

   7c. Balance in CIA Principal Funding Account (2)    $            0
--------------------------------------------------------------------------
(2) Applicable during the Accumulation Period and any Early Amortization Period

                                      Page 13
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer
==============================================================================
                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001
==============================================================================
This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

E. Information Regarding Charge-offs and Distributions to Certificateholders(3)
------------------------------------------------------------------------------

   1a. The total amount of the distribution to Class A
       Certificateholders On the Payment Date                    $            0

   1b. The total amount of the distribution to Class B
       Certificateholders On the Payment Date                    $            0

   1c. The total amount of the distribution to Class C
       Certificateholders On the Payment Date                    $      285,289

   2a. The amount of the distribution set forth in item 1(a) above
       in respect to principal on the Class A Certificates       $            0

   2b. The amount of the distribution set forth in item 1(b) above
       in respect to principal on the Class B Certificates       $            0

   2c. The amount of the distribution set forth in item 1(c) above
       in respect to principal on the CIA                        $            0

   3a. The amount of the distribution set forth in item 1(a) above
       in respect of interest on the Class A Certificates        $            0

   3b. The amount of the distribution set forth in item 1(b) above
       in respect of interest on the Class B Certificates        $            0

   3c. The amount of the distribution set forth in item 1(c) above
       in respect of interest on the CIA                         $      285,289

   4a. The amount, if any, by which the outstanding principal
       balance of the Class A Certificates exceeds the Class A
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4b. The amount, if any, by which the outstanding principal
       balance of the Class B Certificates exceeds the Class B
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0

   4c. The amount, if any, by which the outstanding principal
       balance of the CIA exceeds the CIA
       Invested Amount as of the end of the Record Date with
       respect to the Payment Date                               $            0
       ----------------------------------------------------------
       (3) The following information, as applicable, is included
        only on Payment Date.
                                      Page 14
Universal Bank, N.A., Transferor
                    Universal Card Services Corp., Servicer

==============================================================================

                 Universal Card Master Trust, Series 1997-1
                    For the Due Period Ending May 31, 2001

==============================================================================

This Certificate relates to the Due Period ending May 31, 2001 and the related
Distribution Date.

The undersigned, a duly authorized representative of Universal Card Services
Corp.('UCS'), as a Servicer pursuant to the Pooling and Servicing Agreement
dated as of August 1, 1995 (as amended and supplemented, the 'Pooling And
  Servicing Agreement'), among UCS, Universal Bank, N.A., as Transferor and
  Bankers Trust Company, as Trustee (the 'Trustee'), does hereby certify
                   the information set forth below.

           1.    Capitalized terms used in the Certificate have their
                 respective meanings as set forth in the Agreement or Series
                 Supplement, as applicable.

           2.    Universal Card Services Corp. is, as of the date hereof, the
                 Servicer under the Agreement.

           3.    The undersigned is a Servicing Officer.

           4.    This Certificate relates to the Distribution Date
                 occurring on June 18, 2001

           5.    As of the date hereof, to the best knowledge of
                 the undersigned, the Servicer has performed in
                 all material respects all its obligations under
                 the Agreement through the Due Period preceeding
                 such Distribution Date.

           6.    As of the date hereof, to the best knowledge of the
                 undersigned, no Amortization Event has been deemed
                 to have occurred on or prior to such Distribution Date.

           7.    As of date hereof, to the best knowledge of the
                 undersigned, no Lien has been placed on any of the
                 Receivables other than pursuant to the Agreement.

                 IN WITNESS WHEREOF, the undersigned has duly
                 executed and delivered this Certificate this 20 day of
                 June 2001

                                By:     /s/ Andrew Lubliner
                                   __________________________________________
                                        Name:    Andrew Lubliner
                                        Title:   Servicing Officer
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