PROVIDIAN NATIONAL BANK /NEW/
10-K, 2000-03-29
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                Annual Report pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the fiscal year ended:   December 31, 1999
                             -----------------

Commission file numbers:     33-59922, 33-84844, 33-99462, 333-22131, 333-55817
                             --------------------------------------------------

         Providian National Bank on behalf of the Providian Master Trust
                    (formerly the First Deposit Master Trust)
        ----------------------------------------------------------------
               (Exact name of registrant as specified in charter)

 United States of America                                  02-0118519
- --------------------------------                           ------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

          295 Main Street
       Tilton, New Hampshire                               03276
- ----------------------------------------                   -----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:        (603) 286-4348
                                                           --------------

                  Not Applicable
- -------------------------------------------------------------
(Former name or former address, if changed since last report)


Securities Registered pursuant to Section 12(b) of the Act:  None


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

     The   following   Providian   Master   Trust   Asset-Backed    Certificates
(collectively, the "Certificates"):

     Floating  Rate  Asset-Backed  Certificates,  Series  1995-1
     Floating Rate Asset-Backed Certificates, Series 1996-1
     Floating Rate Class A Asset-Backed Certificates, Series 1997-1
     Floating Rate Class B Asset-Backed Certificates, Series 1997-1
     Floating Rate Class A Asset-Backed Certificates, Series 1997-2
     Floating Rate Class B Asset-Backed Certificates, Series 1997-2
     Floating Rate Class A Asset-Backed Certificates, Series 1997-3
     Floating Rate Class B Asset-Backed Certificates, Series 1997-3
     6.25% Class A Asset-Backed Certificates, Series 1997-4
     6.45% Class B Asset-Backed Certificates, Series 1997-4
     Floating Rate Class A Asset-Backed Certificates, Series 1999-1
     6.80% Class B Asset-Backed Certificates, Series 1999-1
     6.60% Class A Asset-Backed Certificates, Series 1999-2
     Floating Rate Class B Asset-Backed Certificates, Series 1999-2

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Act during the  preceding  12
months (or for such shorter  period that the  registration  was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

         Yes   X*                      No
              ----                         ----


- ----------------------------------------------------------------

     * On December 23, 1993, the  registrant was issued a no-action  letter (the
"No-Action  Letter") by the Securities and Exchange  Commission  with respect to
certain of the  registrant's  reporting  requirements  pursuant to Section 13 or
15(d) of the Act.

     Indicate by check mark if disclosure of delinquent fillers pursuant to Item
405 of Regulation S-K 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. /__/

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  of the registrant.  The aggregate market value shall be
computed by reference to the price at which the common  equity was sold,  or the
average bid and asked  prices of such  common  equity,  as of a  specified  date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405.)

         Not Applicable.


                                     PART I

Item 1. Business

     Omitted pursuant to the No-Action Letter.

Item 2. Properties

     Attached   hereto  as   Exhibits   99.1   through   99.8  are  the   annual
certificateholders'  statements  prepared by Providian National Bank ("PNB"), as
Servicer (the "Servicer"),  of the Providian Master Trust (formerly known as the
First  Deposit  Master  Trust) (the  "Trust")  and  delivered  to Bankers  Trust
Company,  as Trustee (the "Trustee"),  pursuant to Section 5.02(d) of the Series
1995-1, 1996-1, 1997-1, 1997-2, 1997-3, 1997-4, 1999-1 and 1999-2 Supplements to
the Providian  Master Trust Pooling and Servicing  Agreement dated as of June 1,
1993, as amended (the "Pooling Agreement"), between PNB, as Seller and Servicer,
and  the  Trustee.  The  annual   certificateholders'   statements  contain  the
information  required to be contained in the monthly statements  prepared by the
Servicer  and  delivered  to the  Trustee  pursuant  to Section  5.02(a) of such
Supplements,  aggregated  for the months of January 1999 through  December 1999,
relating to the receivables (the "Receivables") transferred to the Trust and the
accounts from which the Receivables arise.

Item 3. Legal Proceedings

     The registrant knows of no material pending legal  proceedings with respect
to the Trust involving either the Trust, the Trustee or PNB.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     (a) To the best knowledge of the registrant, there is no established public
trading market for the Certificates.

     (b) Each class of Certificates  is represented by one or more  certificates
registered  in the  name of Cede & Co.,  the  nominee  of The  Depository  Trust
Company ("DTC").

     (c) Omitted pursuant to the No-Action Letter.

Item 6. Selected Financial Data

     Omitted pursuant to the No-Action Letter.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation

     Omitted pursuant to the No-Action Letter.

Item 8. Financial Statements and Supplementary Data

     Omitted pursuant to the No-Action Letter.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

     None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     Omitted pursuant to the No-Action Letter.

Item 11. Executive Compensation

     Omitted pursuant to the No-Action Letter.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a) Each class of Certificates  is represented by one or more  certificates
registered  in the  name of Cede & Co.,  the  nominee  of DTC,  and an  investor
holding  an  interest  in the Trust is not  entitled  to  receive a  certificate
representing such interest except in limited circumstances.  Accordingly, Cede &
Co. is the sole  holder of  record of  Certificates,  which it held on behalf of
brokers,  dealers,  banks and other  direct  participants  in the DTC  system at
December 31, 1999. Such direct  participants may hold Certificates for their own
account or for the  accounts of their  customers.  The address of Cede & Co. is:
Cede & Co., c/o The Depository Trust Company,  55 Water Street,  49th Floor, New
York, New York 10041.

     (b) Omitted pursuant to the No-Action Letter.

     (c) Omitted pursuant to the No-Action Letter.

Item 13. Certain Relationships and Related Transactions

     There have not been, and there are not currently proposed, any transactions
or  series  of  transactions,   to  which  the  Trust  is  a  party,   with  any
Certificateholder  known by the registrant to own of record or beneficially more
than five percent of any series or class of Certificates.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     99.1 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1995-1 Supplement.

     99.2 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1996-1 Supplement.

     99.3 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1997-1 Supplement.

     99.4 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1997-2 Supplement.

     99.5 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1997-3 Supplement.

     99.6 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1997-4 Supplement.

     99.7 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1999-1 Supplement.

     99.8 Annual  Certificateholders'  Statement  delivered  pursuant to Section
          5.02(d) of the Series 1999-2 Supplement.

     99.9 Report on the  activities  of PNB,  as  Servicer,  prepared by Ernst &
          Young LLP pursuant to Section 3.06 of the Pooling Agreement.

     (b) Omitted pursuant to the No-Action Letter.

     (c) Omitted pursuant to the No-Action Letter.

     (d) Omitted pursuant to the No-Action Letter.


                                   SIGNATURES

     Pursuant to the  requirements of the Section 13 and 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, thereunto duly authorized.

                                                    PROVIDIAN MASTER TRUST
                                                    (Registrant)

                                                    By: PROVIDIAN NATIONAL BANK,
                                                        Seller and Servicer


                                                    By:/s/ Gwinneth C. Berexa
                                                       ----------------------
                                                       Gwinneth C. Berexa
                                                       Vice President


Date:  March 28, 2000



                                  EXHIBIT INDEX


Exhibit No.

99.1 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1995-1 Supplement.

99.2 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1996-1 Supplement.

99.3 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1997-1 Supplement.

99.4 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1997-2 Supplement.

99.5 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1997-3 Supplement.

99.6 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1997-4 Supplement.

99.7 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1999-1 Supplement.

99.8 Annual Certificateholders'  Statement delivered pursuant to Section 5.02(d)
     of the Series 1999-2 Supplement.

99.9 Report on the activities of PNB, as Servicer, prepared by Ernst & Young LLP
     pursuant to Section 3.06 of the Pooling Agreement.




                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1995-1
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1995-1  Supplement  dated as of June 1, 1995 (as amended and  supplemented,  the
"Series Supplement"),  among Providian National Bank ("FDNB"), formerly known as
First Deposit  National  Bank,  Seller and Servicer,  and Bankers Trust Company,
Trustee,  PNB as Servicer is required to prepare certain  information  each year
regarding current distributions to Senior  Certificateholders and the Collateral
Interest Holder and the performance of the Providian  Master Trust (the "Trust")
during the previous year. The  information  which is required to be prepared for
the Series 1995-1 Certificates with respect to the year ended December 31, 1999,
and with respect to the performance of the Trust during 1999 is set forth below.
Certain of the  information  is presented on the basis of an original  principal
amount  of  $1,000  per  Investor  Certificate.  Certain  other  information  is
presented based on the aggregate  amounts for the Trust as a whole.  Capitalized
terms used in this Certificate  have their respective  meanings set forth in the
Agreement or Series Supplement, as applicable.

A)   Information  Regarding the 1999  Distribution  for the Series 1995-1 Senior
     Certificates (stated on the basis of $1,000 original certificate  principal
     amount)

     (1)  The total amount distributed to Senior  Certificateholders  per $1,000
          original certificate principal amount.......................$54.233099

     (2)  The   amount   set  forth  in  A(1)   above   distributed   to  Senior
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$54.233099

     (3)  The   amount   set  forth  in  A(1)   above   distributed   to  Senior
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1995-1
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.....................................$1,537,078,993.36

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust during 1999..............................$43,857,558.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$6,114,626,315.67

          (d)  The weighted average Floating Allocation  Percentage with respect
               to the Series 1995-1 Certificates for 1999.............13.562067%

          (e)  The weighted average Principal Allocation Percentage with respect
               to the Series 1995-1 Certificates for 1999.............13.521665%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1995-1    Certificates    for
               1999..............................................$214,407,672.08

          (g)  The Principal  Receivables  collected and allocated to the Series
               1995-1 Certificates for 1999......................$826,799,290.70

     (2)  Available  Finance  Charge   Collections  and  Reallocated   Principal
          Collections for Series 1995-1 for 1999

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1995-1 Certificates.......$214,407,672.08

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1995-1 Certificates..$496,674.99

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Prefunding Account Investment Proceeds......................$0.00

          (e)  Reserve Account withdrawals, if applicable..................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1995-1 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Reallocated Principal Collections...........................$0.00

          (i)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1995-1 (total of (a), (b), (c),
               (d), (e), (f), (g) and (h) above).................$214,904,347.07

     (3)  Available Principal Collections for Series 1995-1 for 1999

          (a)  The Principal  Receivables  collected and allocated to the Series
               1995-1 Certificates...............................$826,799,920.70

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1995-1 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$69,110,231.01

          (d)  Reallocated Principal Collections...........................$0.00

          (e)  Available Principal  Collections for Series 1995-1 (total of (a),
               (b) and (c) minus (d) above)......................$895,909,521.71

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999.

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                    ------------
          (d)  Total Delinquencies                                  $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$573,171,598.29

          (b)  The  aggregate  amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$65,576,816.83

          (c)  The  Defaulted  Amount  for  1999  [Defaulted  Receivables  minus
               Recoveries].......................................$507,594,781.46

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1995-1
               Certificates       (the      "Series       1995-1       Defaulted
               Amount")...........................................$69,110,231.01

          (e)  The Senior Defaulted Amount for 1999...............$54,597,082.47

     (6)  Senior Charge-Offs

          (a)  The excess,  if any, of the Senior  Defaulted Amount over the sum
               of (i)  Available  Finance  Charge  Collections  applied  to such
               Senior Defaulted Amount, (ii) Reallocated  Principal  Collections
               and (iii) the amount by which the Collateral  Invested Amount has
               been  reduced  in  respect  of such  Senior  Defaulted  Amount (a
               "Senior Charge-Off")........................................$0.00

          (b)  The amount of the Senior Charge-Off set forth in item 6(a) above,
               per $1,000 original certificate principal amount (which will have
               the  effect of  reducing,  pro rata,  the  amount of each  Senior
               Certificateholder's investment).........................$0.000000

          (c)  The total amount  reimbursed on the Distribution  Date in respect
               of Senior Charge-Offs for 1999..............................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,    the    amount   of   each    Senior
               Certificateholder's investment).........................$0.000000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Senior  Certificates  exceeds the Senior  Invested Amount and
               the Senior Initial  Percentage of the Prefunding Account Balance,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount............................................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Principal Collections...........................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last  Distribution  Date of 1999 in respect of the
               unpaid Required Amount......................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest  exceeds the Collateral  Invested Amount
               and the Collateral  Percentage of the Prefunding Account Balance,
               if any, as of the last  Distribution  Date of 1997,  after giving
               effect to all deposits, withdrawals and distributions on the last
               Distribution Date of 1999...................................$0.00

     (8)  Investor Monthly Servicing Fee

          The  amount of the Series  1995-1  Monthly  Servicing  Fee paid to the
          Servicer during 1999....................................$16,625,000.00

     (9)  Prefunding Account

          (a)  The Prefunding  Account Balance on the last  Distribution Date of
               1999........................................................$0.00

          (b)  The Senior  Percentage of the Prefunding  Account  Balance on the
               last Distribution Date of 1999..............................$0.00

          (c)  The Collateral  Percentage of the Prefunding  Account  Balance on
               the last Distribution Date of 1999..........................$0.00

     (10) Senior Monthly Interest

          (a)  Senior Monthly Interest paid during 1999...........$41,717,105.60

     (11) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               Distribution   Date,   after  giving   effect  to  all  deposits,
               withdrawals and distributions on such Distribution Date.....$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the Distribution  Date occurring in January,  2000
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement)

     (12) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation Amount for the Distribution Date,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date...........................................$0.00

     (13) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               Distribution   Date,   after  giving   effect  to  all  deposits,
               withdrawals and  distributions on such  Distribution Date and the
               related Transfer Date.........................................N/A

          (b)  The Required  Reserve  Account  Amount,  if any,  selected by the
               Servicer......................................................N/A

C)   Senior Invested Amount

     (1)  The Senior Invested Amount and the Senior Percentage of the Prefunding
          Account   Balance  on  the  date  of  issuance  (the  "Senior  Initial
          Amount")...............................................$750,500,000.00

     (2)  The Senior Invested Amount and the Senior Percentage of the Prefunding
          Account Balance,  if any, on the last Distribution Date of 1999, after
          giving effect to all deposits,  withdrawals and  distributions on such
          Distribution Date......................................$750,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the ratio of the  Senior  Invested  Amount  and the Senior
          Percentage  of the  Prefunding  Account  Balance,  if any,  as of such
          Distribution Date, after giving effect to any adjustment in the Senior
          Invested  Amount on such  Distribution  Date,  to the  Senior  Initial
          Amount). The amount of a Senior  Certificateholder's pro rate share of
          the Senior Invested Amount and the Prefunding Account Balance, if any,
          can be  determined by  multiplying  the original  denomination  of the
          Senior Certificateholder's Certificate by the Pool Factor.....1.000000

D)   Collateral Invested Amount

     (1)  The Collateral  Invested  Amount and the Collateral  Percentage of the
          Prefunding Account Balance on the date of issuance.....$199,500,000.00

     (2)  The Collateral  Invested  Amount and the Collateral  Percentage of the
          Prefunding  Account Balance,  if any, on the last Distribution Date of
          1999,   after  giving   effect  to  all  deposits,   withdrawals   and
          distributions on such Distribution Date................$199,500,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Collateral  Invested  Amount  and the Senior  Invested  Amount on such
          Distribution Date...............................................21.00%

E)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

F)   Annualized Percentages

     (1)  The  average  Gross  Yield for  1999(sum  of the  monthly  Gross Yield
          divided by 12)..................................................22.62%

     (2)  The  average  Net Loss Rates for 1999 (sum of  monthly  Net Loss Rates
          divided by 12)...................................................7.28%

     (3)  The average  Portfolio  Yield for 1999 (the average  Gross Yield minus
          the average Net Loss Rate for 1999).............................15.34%

     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          12)..............................................................7.64%

     (5)  The average Net Spread for 1999 (the average Portfolio Yield minus the
          average Base Rate for 1999)......................................7.70%

     (6)  The average  Monthly Payment Rate for 1999 (sum of the monthly Payment
          Rates divided by 12).............................................8.92%

G)   Series 1995-1 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a) 12/15/99                        21.45%
          b) 11/15/99                        21.56%
          c) 10/15/99                        21.38%

     2)   Net Loss Rate

          a) 12/15/99                         6.18%
          b) 11/15/99                         6.40%
          c) 10/15/99                         6.88%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a) 12/15/99                         7.48%
          b) 11/15/99                         7.29%
          c) 10/15/99                         6.84%

          Three Month Average                 7.20%

     4)   Monthly Payment Rate

          a) 12/15/99                         9.27%
          b) 11/15/99                         8.52%
          c) 10/15/99                         8.73%



                                    PROVIDIAN NATIONAL BANK,
                                    Servicer


                                    By:    /s/ Daniel Sanford
                                           ------------------------------------
                                    Name:  Daniel Sanford
                                    Title: Senior Vice President and Controller




                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1996-1
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1996-1  Supplement  dated as of June 1, 1996 (as amended and  supplemented,  the
"Series Supplement"),  among Providian National Bank ("PNB"),  formerly known as
First Deposit  National  Bank,  Seller and Servicer,  and Bankers Trust Company,
Trustee,  PNB as Servicer is required to prepare certain  information  each year
regarding current distributions to Senior  Certificateholders and the Collateral
Interest Holder and the performance of the Providian  Master Trust (the "Trust")
during the previous year. The  information  which is required to be prepared for
the Series 1996-1 Certificates with respect to the year ended December 31, 1999,
and with respect to the performance of the Trust during 1999 is set forth below.
Certain of the  information  is presented on the basis of an original  principal
amount  of  $1,000  per  Investor  Certificate.  Certain  other  information  is
presented based on the aggregate  amounts for the Trust as a whole.  Capitalized
terms used in this Certificate  have their respective  meanings set forth in the
Agreement or Series Supplement, as applicable.

A)   Information  Regarding the 1999  Distribution  for the Series 1996-1 Senior
     Certificates (stated on the basis of $1,000 original certificate  principal
     amount)

     (1)  The total amount distributed to Senior  Certificateholders  per $1,000
          original certificate principal amount.......................$54.030322

     (2)  The   amount   set  forth  in  A(1)   above   distributed   to  Senior
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$54.030322

     (3)  The   amount   set  forth  in  A(1)   above   distributed   to  Senior
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1996-1
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.....................................$1,537,078,993.36

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust during 1999..............................$43,857,558.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$6,114,626,315.67

          (d)  The weighted average Floating Allocation  Percentage with respect
               to the Series 1996-1 Certificates for 1999.............13.562067%

          (e)  The weighted average Principal Allocation Percentage with respect
               to the Series 1996-1 Certificates for 1999.............13.521665%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1996-1    Certificates    for
               1999..............................................$214,407,672.08

          (g)  The Principal  Receivables  collected and allocated to the Series
               1996-1 Certificates for 1999......................$826,799,290.68

     (2)  Available  Finance  Charge   Collections  and  Reallocated   Principal
          Collections for Series 1996-1 for 1999

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1996-1 Certificates.......$217,407,672.08

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings       allocated      to      the      Series      1996-1
               Certificates..........................................$337,042.72

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Prefunding Account Investment Proceeds......................$0.00

          (e)  Reserve Account withdrawals, if applicable..................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1996-1 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Reallocated Principal Collections...........................$0.00

          (i)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1996-1 (total of (a), (b), (c),
               (d), (e), (f), (g) and (h) above).................$214,744,714.80

     (3)  Available Principal Collections for Series 1996-1 for 1999

          (a)  The Principal  Receivables  collected and allocated to the Series
               1996-1 Certificates...............................$826,799,290.68

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1996-1 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$69,110,231.01

          (d)  Reallocated Principal Collections...........................$0.00

          (e)  Available Principal  Collections for Series 1996-1 (total of (a),
               (b) and (c) minus (d) above)......................$895,909,521.69

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999.

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                    ------------
          (d)  Total Delinquencies                                  $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$573,171,598.29

          (b)  The  aggregate  amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$65,576,816.83

          (c)  The  Defaulted  Amount  for  1999  [Defaulted  Receivables  minus
               Recoveries].......................................$507,594,781.46

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1996-1
               Certificates       (the      "Series       1996-1       Defaulted
               Amount")...........................................$69,110,231.01

          (e)  The Senior Defaulted Amount for 1999...............$54,597,082.50

     (6)  Senior Charge-Offs

          (a)  The excess,  if any, of the Senior  Defaulted Amount over the sum
               of (i)  Available  Finance  Charge  Collections  applied  to such
               Senior Defaulted Amount, (ii) Reallocated  Principal  Collections
               and (iii) the amount by which the Collateral  Invested Amount has
               been  reduced  in  respect  of such  Senior  Defaulted  Amount (a
               "Senior Charge-Off") for 1999...............................$0.00

          (b)  The amount of the Senior Charge-Off set forth in item 6(a) above,
               per $1,000 original certificate principal amount (which will have
               the  effect of  reducing,  pro rata,  the  amount of each  Senior
               Certificateholder's investment) for 1999................$0.000000

          (c)  The total amount reimbursed in respect of Senior  Charge-Offs for
               1999........................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,    the    amount   of   each    Senior
               Certificateholder's investment) for 1999................$0.000000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Senior  Certificates  exceeds the Senior  Invested Amount and
               the Senior Initial  Percentage of the Prefunding Account Balance,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7) Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount on the last Distribution of 1999...........$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Principal Collections...........................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last  Distribution  Date of 1999 in respect of the
               unpaid Required Amount......................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest  exceeds the Collateral  Invested Amount
               and the Collateral  Percentage of the Prefunding Account Balance,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all deposits, withdrawals and distributions on the last
               Distribution Date of 1999...................................$0.00

     (8)  Investor Monthly Servicing Fee

          The  amount of the Series  1996-1  Monthly  Servicing  Fee paid to the
          Servicer during 1999....................................$16,625,000.00

     (9)  Prefunding Account

          (a)  The Prefunding  Account Balance on the last  Distribution Date of
               1999........................................................$0.00

          (b)  The Senior  Percentage of the Prefunding  Account  Balance on the
               last Distribution Date of 1999..............................$0.00

          (c)  The Collateral  Percentage of the Prefunding  Account  Balance on
               the last Distribution Date of 1999..........................$0.00

     (10) Senior Monthly Interest

          (a)  Senior Monthly Interest paid during 1999...........$41,563,670.03

     (11) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the Distribution  Date occurring in September 2002
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (12) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (13) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date.................................N/A

          (b)  The Required  Reserve  Account  Amount,  if any,  selected by the
               Servicer......................................................N/A

C)   Senior Invested Amount

     (1)  The Senior Invested Amount and the Senior Percentage of the Prefunding
          Account   Balance  on  the  date  of  issuance  (the  "Senior  Initial
          Amount")...............................................$750,500,000.00

     (2)  The Senior Invested Amount and the Senior Percentage of the Prefunding
          Account Balance,  if any, on the last Distribution Date of 1999, after
          giving effect to all deposits,  withdrawals and  distributions on such
          Distribution Date......................................$750,500,000.00

     (3)  The  Pool  Factor  on  the  last  Distribution  Date  of  1999  (which
          represents  the ratio of the  Senior  Invested  Amount  and the Senior
          Percentage  of the  Prefunding  Account  Balance,  if any,  as of such
          Distribution Date, after giving effect to any adjustment in the Senior
          Invested  Amount on such  Distribution  Date,  to the  Senior  Initial
          Amount). The amount of a Senior  Certificateholder's pro rate share of
          the Senior Invested Amount and the Prefunding Account Balance, if any,
          can be  determined by  multiplying  the original  denomination  of the
          Senior Certificateholder's Certificate by the Pool Factor.....1.000000

D)   Collateral Invested Amount

     (1)  The Collateral  Invested  Amount and the Collateral  Percentage of the
          Prefunding Account Balance on the date of issuance.....$199,500,000.00

     (2)  The Collateral  Invested  Amount and the Collateral  Percentage of the
          Prefunding  Account Balance,  if any, on the last Distribution Date of
          1999,   after  giving   effect  to  all  deposits,   withdrawals   and
          distributions on such Distribution Date................$199,500,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Collateral  Invested  Amount  and the Senior  Invested  Amount on such
          Distribution Date...............................................21.00%

E)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

F)   Annualized Percentages

     (1)  The  average  Gross  Yield for 1999 (sum of the  monthly  Gross  Yield
          divided by 12)..................................................22.60%

     (2)  The  average  Net Loss Rates  for1999  (sum of monthly  Net Loss Rates
          divided by 12) ..................................................7.28%

     (3)  The average  Portfolio  Yield for 1999 (the average  Gross Yield minus
          the average Net Loss Rate for 1999).............................15.32%

     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          12)..............................................................7.64%

     (5)  The average Net Spread for 1999 (the average Portfolio Yield minus the
          average Base Rate for 1999)......................................7.68%

     (6)  The average  Monthly Payment Rate for 1999 (sum of the monthly Payment
          Rates divided by 12).............................................8.92%

G)   Series 1995-1 Information for the Last Three Distribution Dates in 1999

     1) Gross Yield

        a) 12/15/99                        21.45%
        b) 11/15/99                        21.56%
        c) 10/15/99                        21.38%

     2) Net Loss Rate

        a) 12/15/99                         6.18%
        b) 11/15/99                         6.40%
        c) 10/15/99                         6.88%

     3) Net Spread (Portfolio Yield Minus Base Rate)

        a) 12/15/99                         7.57%
        b) 11/15/99                         7.29%
        c) 10/15/99                         6.85%

        Three Month Average                 7.24%

     4) Monthly Payment Rate

        a) 12/15/99                         9.27%
        b) 11/15/99                         8.52%
        c) 10/15/99                         8.73%



                                         PROVIDIAN NATIONAL BANK,
                                         Servicer


                                          By:   /s/ Daniel Sanford
                                               -------------------------------
                                          Name:  Daniel Sanford
                                          Title: Vice President and Controller



                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-1
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-1 Supplement dated March 1, 1997 (as amended and supplemented,  the "Series
Supplement"),  among  Providian  National Bank ("PNB"),  formerly known as First
Deposit National Bank, Seller and Servicer, and Bankers Trust Company,  Trustee,
PNB as Servicer is required to prepare certain  information  each year regarding
current distributions to Class A Certificateholders,  Class B Certificateholders
and the Collateral  Interest Holder and the performance of the Providian  Master
Trust (the "Trust") during the previous year. The information  which is required
to be prepared for the Series 1997-1 Certificates with respect to the year ended
December 31, 1999, and with respect to the  performance of the Trust during 1999
is set forth below.  Certain of the  information is presented on the basis of an
original  principal  amount of $1,000 per Investor  Certificate.  Certain  other
information  is  presented  based on the  aggregate  amounts  for the Trust as a
whole. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.

A)   Information  Regarding the 1999  Distribution  for the Series 1997-1 lass A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$53.219211

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$53.219211

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$55.145599

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$55.145599

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1997-1
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.....................................$1,537,078,993.36

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust during 1999..............................$43,857,558.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$6,114,626,315.67

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-1 Certificates for 1999............................8.565516%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-1 Certificates for 1999............................8.539999%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1997-1    Certificates    for
               1999..............................................$135,415,371.84

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-1 Certificates for 1999......................$522,189,025.69

     (2)  Available  Finance  Charge  Collections,   Required  Draw  Amount  and
          Reallocated Principal Collections for Series 1997-1 for 1999

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1997-1 Certificates.......$135,415,371.84

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings       allocated      to      the      Series      1997-1
               Certificates..........................................$206,656.12

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Cash Collateral Account Investment Proceeds...........$947,926.93

          (e)  Reserve Draw Amount, if applicable..........................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-1 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Required Draw Amount, if applicable.........................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1997-1 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above).......$136,569,954.89

     (3)  Available Principal Collections for Series 1997-1 for 1999

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-1  Certificates..............................$522,189,025.69

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-1 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$43,648,566.95

          (d)  Reallocated Collateral Principal Collections................$0.00

          (e)  Reallocated Class B Principal Collections...................$0.00

          (f)  Available Principal  Collections for Series 1997-1 (total of (a),
               (b) and (c) minus (d) and (e) above)..............$565,837,592.64

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999

          (a)  31-60 days                                          $ 107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                     -----------
          (d)  Total Delinquencies                                 $ 289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$573,171,598.29

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$65,576,816.83

          (c)  The  Defaulted  Amount  for  1999  Defaulted   Receivables  minus
               Recoveries].......................................$507,594,781.46

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1997-1
               Certificates       (the      "Series       1997-1       Defaulted
               Amount")...........................................$43,648,566.95

          (e)  The Class A Defaulted  Amount for 1999 [Series  1997-1  Defaulted
               Amount multiplied by the Class A Percentage].......$35,573,582.07

          (f)  The Class B Defaulted  Amount for 1999 [Series  1997-1  Defaulted
               Amount multiplied by the Class B Percentage]........$4,146,613.86

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A Defaulted  Amount,  (ii) the Available Cash  Collateral  Amount
               applied  to such  Class A  Defaulted  Amount,  (iii)  Reallocated
               Principal  Collections  applied to such Class A Defaulted Amount,
               (iv) the amount by which the Collateral  Invested Amount has been
               reduced in respect of such Class A  Defaulted  Amount and (v) the
               amount by which the Class B Invested  Amount has been  reduced in
               respect of such Class A Defaulted Amount (a "Class A Charge-Off")
               for 1999....................................................$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 1997 for 1999...$0.00

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 1999....................$0.00

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any, as of the last Distribution Date of 1999 after giving effect
               to  all   deposits,   withdrwals   and   distributions   on  such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B Defaulted  Amount,  (ii) the Available Cash  Collateral  Amount
               applied  to such  Class B  Defaulted  Amount,  (iii)  Reallocated
               Collateral   Principal   Collections  applied  to  such  Class  B
               Defaulted  Amount  and (iv) the  amount by which  the  Collateral
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of  1999in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment) for 1999....................$0.00

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment) for 1999....................$0.00

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount for 1999...................................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Principal Collections...........................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Investor Monthly Servicing Fee

          (a)  The amount of the Series 1997-1 Monthly Servicing Fee paid to the
               Servicer during 1999...............................$10,500,000.00

     (10) Cash Collateral Account

          (a)  The Available  Cash  Collateral  Amount on the last  Distribution
               Date of 1999,  after giving effect to all  deposits,  withdrawals
               and distributions on such Distribution Date........$18,000,000.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999..........$26,681,565.22

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$3,220,827.77

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the Distribution Date occurring in October,  2001.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date...............................$0.00

          (b)  The Required  Reserve  Account  Amount,  if any,  selected by the
               Servicer....................................................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$489,000,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$489,000,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$57,000,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$57,000,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class B  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          B Invested  Amount on such  Distribution  Date, to the Class B Initial
          Invested Amount). The amount of a Class B Certificateholder's pro rata
          share of the Class B Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  B   Certificateholder's
          Certificate by the Pool Factor................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$54,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$54,000,000.00

     (3)  The Collateral  Invested Amount as a percentage of the Invested Amount
          on such Distribution Date........................................9.00%

F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

G)   Annualized Percentages

     (1)  The  average  Gross  Yield for 1999 (sum of the  monthly  Gross  Yield
          divided by 12)..................................................22.76%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 12)...................................................7.28%

     (3)  The average  Portfolio  Yield for 1999 (the average  Gross Yield minus
          the average Net Loss Rate for 1999).............................15.48%

     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          12)..............................................................7.53%

     (5)  The average Net Spread for 1999 (the average Portfolio Yield minus the
          average Base Rate for 1999)......................................7.95%

     (6)  The average  Monthly Payment Rate for 1999 (sum of the monthly Payment
          Rates divided by 12).............................................8.92%

H)   Series 1997-1 Information for the Last Three Distribution Dates in 1999.

     1)   Gross Yield

          a)  12/15/99                       21.62%
          b)  11/15/99                       21.71%
          c)  10/15/99                       21.54%

     2)   Net Loss Rate

          a)  12/15/99                        6.18%
          b)  11/15/99                        6.40%
          c)  10/15/99                        6.88%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                        7.85%
          b)  11/15/99                        7.55%
          c)  10/15/99                        7.11%

          Three Month Average                 7.50%

     4)   Monthly Payment Rate

          a)  12/15/99                        9.27%
          b)  11/15/99                        8.52%
          c)  10/15/99                        8.73%


                                  PROVIDIAN NATIONAL BANK
                                  Servicer


                                  By:    /s/ Daniel Sanford
                                       ------------------------------
                                  Name:  Daniel Sanford
                                  Title: Senior Vice President and Controller





                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-2
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-2 Supplement dated March 1, 1997 (as amended and supplemented,  the "Series
Supplement"),  among  Providian  National Bank ("PNB"),  formerly known as First
Deposit National Bank, Seller and Servicer, and Bankers Trust Company,  Trustee,
PNB as Servicer is required to prepare certain  information  each year regarding
current distributions to Class A Certificateholders,  Class B Certificateholders
and the Collateral  Interest Holder and the performance of the Providian  Master
Trust (the "Trust") during the previous year. The information  which is required
to be prepared for the Series 1997-2 Certificates with respect to the year ended
December 31, 1999, and with respect to the  performance of the Trust during 1999
is set forth below.  Certain of the  information is presented on the basis of an
original  principal  amount of $1,000 per Investor  Certificate.  Certain  other
information  is  presented  based on the  aggregate  amounts  for the Trust as a
whole. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.

A)   Information  Regarding the 1999  Distribution for the Series 1997-2 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$53.421988

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$53.421988

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$55.449766

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$55.449766

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1997-2
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.....................................$1,537,078,993.36

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1999.................................$43,857,558.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$6,114,626,315.67

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-2 Certificates for 1999............................9.993102%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-2 Certificates for 1999............................9.963332%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1997-2    Certificates    for
               1999..............................................$157,984,600.48

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-2 Certificates for 1999......................$609,220,529.98

     (2)  Available  Finance  Charge  Collections,   Required  Draw  Amount  and
          Reallocated Principal Collections for Series 1997-2 for 1999.

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1997-2 Certificates.......$157,984,600.48

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1997-2 Certificates..$244,469.26

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Cash Collateral Account Investment  Proceeds........$1,105,849.13

          (e)  Reserve Draw Amount, if applicable..........................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-2 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Required Draw Amount, if applicable.........................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1997-2 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above).......$159,334,918.87

     (3)  Available Principal Collections for Series 1997-2 for 1999.

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-2 Certificates...............................$609,220,529.98

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-2 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$50,923,328.11

          (d)  Reallocated Collateral Principal Collections................$0.00

          (e)  Reallocated Class B Principal Collections...................$0.00

          (f)  Available Principal  Collections for Series 1997-2 (total of (a),
               (b) and (c) minus (d) and (e) above)..............$660,143,858.09

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999.

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                     -----------
          (d) Total Delinquencies                                   $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$573,171,598.29

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$65,576,816.83

          (c)  The  Defaulted  Amount  for  1999  [Defaulted  Receivables  minus
               Recoveries].......................................$507,594,781.46

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1997-2
               Certificates       (the      "Series       1997-2       Defaulted
               Amount")...........................................$50,923,328.11

          (e)  The Class A Defaulted  Amount for 1999 [Series  1997-2  Defaulted
               Amount multiplied by the Class A Percentage].......$41,502,512.41

          (f)  The Class B Defaulted  Amount for 1999 [Series  1997-2  Defaulted
               Amount multiplied by the Class B Percentage]........$4,837,716.17

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A Defaulted  Amount,  (ii) the Available Cash  Collateral  Amount
               applied  to such  Class A  Defaulted  Amount,  (iii)  Reallocated
               Principal  Collections  applied to such Class A Defaulted Amount,
               (iv) the amount by which the Collateral  Invested Amount has been
               reduced in respect of such Class A  Defaulted  Amount and (v) the
               amount by which the Class B Invested  Amount has been  reduced in
               respect of such Class A Defaulted Amount (a "Class A Charge-Off")
               for 1999....................................................$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 1999............$0.00

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 199..................$0.00000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B Defaulted  Amount,  (ii) the Available Cash Collateral  Amount,
               (iii) Reallocated  Collateral  Principal  Collections  applied to
               such  Class B  Defaulted  Amount and (iv) the amount by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class B Defaulted Amount for 1999...........................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections............................$0.00000

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced on the of Distribution  Date of 1999as set forth in items
               7(a), (b) and (c)........................................$0.00000

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment) for 1999....................$0.00

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Date...........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment) for 1999....................$0.00

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount for 1999...................................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Principal Collections...........................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Investor Monthly Servicing Fee

          (a)  The amount of the Series 1997-2 Monthly Servicing Fee paid to the
               Servicer during 1999...............................$12,250,000.00

     (10) Cash Collateral Account

          (a)  The Available  Cash  Collateral  Amount on the last  Distribution
               Date of 1999,  after giving effect to all  deposits,  withdrawals
               and distributions on such Distribution Date........$21,000,000.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999..........$31,245,128.31

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$3,778,025.73

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the  Distribution  Date occurring in April,  2003.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date...............................$0.00

          (b)  The Required  Reserve  Account  Amount,  if any,  selected by the
               Servicer....................................................$0.00

(C)  Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$570,500,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$570,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$66,500,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$66,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class B  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          B Invested  Amount on such  Distribution  Date, to the Class B Initial
          Invested Amount). The amount of a Class B Certificateholder's pro rata
          share of the Class B Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  B   Certificateholder's
          Certificate by the Pool Factor................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$63,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$63,000,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Date........................9.00%

F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

G)   Annualized Percentages

     (1)  The  average  Gross  Yield for 1999 (sum of the  monthly  Gross  Yield
          divided by 12)..................................................22.76%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 12)...................................................7.28%

     (3)  The  average  Portfolio  Yield for 1999 (the Gross Yield minus the Net
          Loss Rate for 1999).............................................15.48%

     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          12)..............................................................7.55%

     (5)  The average Net Spread for 1999 (the average Portfolio Yield minus the
          average Base Rate for 1999)......................................7.93%

     (6)  The average  Monthly Payment Rate for 1999 (sum of the monthly Payment
          Rates divided by 12).............................................8.92%

H)   Series 1997-2 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a)  12/15/99                        21.63%
          b)  11/15/99                        21.71%
          c)  10/15/99                        21.54%

     2)   Net Loss Rate

          a)  12/15/99                        6.18%
          b)  11/15/99                        6.40%
          c)  10/15/99                        6.88%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                        7.84%
          b)  11/15/99                        7.54%
          c)  10/15/99                        7.10%

          Three Month Average                 7.49%

     4)   Monthly Payment Rate

          a)  12/15/99                        9.27%
          b)  11/15/99                        8.52%
          c)  10/15/99                        8.73%


                                    PROVIDIAN NATIONAL BANK
                                    Servicer



                                     By: /s/ Daniel Sanford
                                         --------------------------
                                     Name:  Daniel Sanford
                                     Title: Senior Vice President and Controller





                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-3
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-3 Supplement dated June 1, 1997 (as amended and  supplemented,  the "Series
Supplement"),  among  Providian  National Bank ("PNB"),  formerly known as First
Deposit National Bank, Seller and Servicer, and Bankers Trust Company,  Trustee,
PNB as Servicer is required to prepare certain  information  each year regarding
current distributions to Class A Certificateholders,  Class B Certificateholders
and the Collateral  Interest Holder and the performance of the Providian  Master
Trust (the "Trust") during the previous year. The information  which is required
to be prepared for the Series 1997-3 Certificates with respect to the year ended
December 31, 1999, and with respect to the  performance of the Trust during 1999
is set forth below.  Certain of the  information is presented on the basis of an
original  principal  amount of $1,000 per Investor  Certificate.  Certain  other
information  is  presented  based on the  aggregate  amounts  for the Trust as a
whole. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.

A)   Information  Regarding the 1999  Distribution for the Series 1997-3 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$53.421988

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$53.421988

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$55.449766

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$55.449766

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1997-3
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.....................................$1,537,078,993.36

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1999.................................$43,857,558.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$6,114,626,315.67

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-3 Certificates for 1999............................9.993102%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-3 Certificates for 1999............................9.963332%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1997-3    Certificates    for
               1999..............................................$157,984,600.48

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-3 Certificates for 1999......................$609,220,529.98

     (2)  Available  Finance  Charge  Collections,   Required  Draw  Amount  and
          Reallocated Principal Collections for Series 1997-3 for 1999 8 (a) The
          Finance Charge Receivables and Interchange  collected and allocated to
          the Series 1997-3 Certificates.........................$157,984,600.48

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1997-3 Certificates..$241,041.67

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Cash Collateral Account Investment Proceeds.........$1,105,917.31

          (e)  Reserve Draw Amount, if applicable..........................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-3 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Required Draw Amount, if applicable.........................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1997-3 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above).......$159,331,559.46

     (3)  Available Principal Collections for Series 1997-3 for 1999

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-3 Certificates...............................$609,220,529.98

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-3 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$50,923,328.11

          (d)  Reallocated Collateral Principal Collections................$0.00

          (e)  Reallocated Class B Principal Collections...................$0.00

          (f)  Available Principal  Collections for Series 1997-3 (total of (a),
               (b) and (c) minus (d) and (e) above)..............$660,143,858.09

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999.

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                    ------------
          (d)  Total Delinquencies                                  $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$573,171,598.29

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$65,576,816.83

          (c)  The  Defaulted  Amount  for  1999  [Defaulted  Receivables  minus
               Recoveries].......................................$507,594,781.46

          (d)  The Defaulted Amount for 1999 allocable to the Series 1997-3 (the
               "Series 1997-3 Defaulted Amount")..................$50,923,328.11

          (e)  The Class A Defaulted  Amount for 1999 [Series  1997-3  Defaulted
               Amount multiplied by the Class A Percentage].......$41,502,512.41

          (f)  The Class B Defaulted  Amount for 1999 [Series  1997-3  Defaulted
               Amount multiplied by the Class B Percentage]........$4,837,716.17

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A Defaulted  Amount,  (ii) the Available Cash  Collateral  Amount
               applied  to such  Class A  Defaulted  Amount,  (iii)  Reallocated
               Principal  Collections  applied to such Class A Defaulted Amount,
               (iv) the amount by which the Collateral  Invested Amount has been
               reduced in respect of such Class A  Defaulted  Amount and (v) the
               amount by which the Class B Invested  Amount has been  reduced in
               respect   of  such   Class  A   Defaulted   Amount  (a  "Class  A
               Charge-Off")................................................$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment).....................$0.00

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment).............................$0.00

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B Defaulted  Amount,  (ii) the Available Cash Collateral  Amount,
               (iii) Reallocated  Collateral  Principal  Collections  applied to
               such  Class B  Defaulted  Amount and (iv) the amount by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class B Defaulted Amount....................................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment).............................$0.00

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Date...........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment).............................$0.00

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any, as of the  Distribution  Date,  after  giving  effect to all
               deposits, withdrawals and distributions on such last Distribution
               Date of 1999................................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount............................................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Principal Collections...........................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8 (a), (b) and (c)....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Investor Monthly Servicing Fee

          (a)  The amount of the Series 1997-3 Monthly Servicing Fee paid to the
               Servicer during 1999...............................$12,250,000.00

     (10) Cash Collateral Account

          (a)  The Available  Cash  Collateral  Amount on the last  Distribution
               Date of 1999,  after giving effect to all  deposits,  withdrawals
               and distributions on such Distribution Date........$21,000,000.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999..........$31,245,128.31

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$3,778,025.73

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the  Distribution  Date  occurring  in April 2001.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date...............................$0.00

          (b)  The current Required Reserve Account Amount,  if any, selected by
               the Servicer................................................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$570,500,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$570,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$66,500,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$66,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class B  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          B Invested  Amount on such  Distribution  Date, to the Class B Initial
          Invested Amount). The amount of a Class B Certificateholder's pro rata
          share of the Class B Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  B   Certificateholder's
          Certificate by the Pool Factor................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$63,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$63,000,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Date........................9.00%

F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

G)   Annualized Percentages

     (1)  The  average  Gross  Yield for 1999 (sum of the  monthly  Gross  Yield
          divided by 12)..................................................22.76%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 12)...................................................7.28%

     (3)  The average  Portfolio  Yield for 1999 (the average  Gross Yield minus
          the average Net Loss Rate for 1999).............................15.48%

     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          12)..............................................................7.54%

     (5)  The average Net Spread for 1999 (the average Portfolio Yield minus the
          average Base Rate for 1999)......................................7.94%

     (6)  The average  Monthly Payment Rate for 1999 (sum of the monthly Payment
          Rates divided by 12).............................................8.92%

H)   Series 1997-3 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a)  12/15/99                        21.62%
          b)  11/15/99                        21.71%
          c)  10/15/99                        21.54%

     2)   Net Loss Rate

          a)  12/15/99                         6.18%
          b)  11/15/99                         6.40%
          c)  10/15/99                         6.88%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                         7.84%
          b)  11/15/99                         7.54%
          c)  10/15/99                         7.11%

          Three Month Average                  7.50%

     4)   Monthly Payment Rate

          a)  12/15/99                         9.27%
          b)  11/15/99                         8.52%
          c)  10/15/99                         8.73%


                                   PROVIDIAN NATIONAL BANK
                                   Servicer



                                   By: /s/ Daniel Sanford
                                       ---------------------------------------
                                   Name:   Daniel Sanford
                                   Title:  Senior Vice President and Controller



                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-4
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-4 Supplement dated as of November 1, 1997 (as amended and supplemented, the
"Series Supplement"),  among Providian National Bank ("PNB"),  formerly known as
First Deposit  National  Bank,  Seller and Servicer,  and Bankers Trust Company,
Trustee,  PNB as Servicer is required to prepare certain  information  each year
regarding  current  distributions  to  Class  A   Certificateholders,   Class  B
Certificateholders and the Collateral Interest Holder and the performance of the
Providian  Master Trust (the "Trust")  during the previous year. The information
which is required to be prepared for the Series 1997-4 Certificates with respect
to the year ended December 31, 1999, and with respect to the  performance of the
Trust during 1999 , is set forth below.  Certain of the information is presented
on the basis of an original principal amount of $1,000 per Investor Certificate.
Certain other  information is presented  based on the aggregate  amounts for the
Trust  as a  whole.  Capitalized  terms  used in  this  Certificate  have  their
respective  meanings  set  forth  in the  Agreement  or  Series  Supplement,  as
applicable.

A)   Information  Regarding the 1999  Distribution for the Series 1997-4 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$62.500000

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$62.500000

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$64.500000

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$64.500000

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1997-4
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.....................................$1,537,078,993.36

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1999.................................$43,857,558.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$6,114,626,315.67

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-4 Certificates for 1999............................8.565516%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-4 Certificates for 1999............................8.539999%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1997-4    Certificates    for
               1999..............................................$135,415,371.84

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-4 Certificates for 1999......................$522,189,025.69

     (2)  Available  Finance  Charge  Collections,   Required  Draw  Amount  and
          Reallocated Principal Collections for Series 1997-4 for 1999.

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1997-4 Certificates.......$135,415,371.84

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1997-4 Certificates..$223,658.00

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Cash Collateral Account Investment Proceeds...........$789,791.79

          (e)  Reserve Draw Amount, if applicable..........................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-4 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Required Draw Amount, if applicable.........................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1997-4 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above).......$136,428,821.63

     (3)  Available Principal Collections for Series 1997-4 for 1999.

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-4 Certificates...............................$522,189,025.69

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-4 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$43,648,566.95

          (d)  Reallocated Collateral Principal Collections................$0.00

          (e)  Reallocated Class B Principal Collections...................$0.00

          (f)  Available Principal  Collections for Series 1997-4 (total of (a),
               (b) and (c) minus (d) and (e) above...............$565,837,592.64

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999.

          (a)  31-60 days                                          $ 107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                   -------------
          (d)  Total Delinquencies                                 $ 289,746,371


     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$573,171,598.29

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$65,576,816.83

          (c)  The  Defaulted  Amount  for  1999  [Defaulted  Receivables  minus
               Recoveries].......................................$507,594,781.46

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1997-4
               Certificates       (the      "Series       1997-4       Defaulted
               Amount")...........................................$43,648,566.95

          (e)  The Class A Defaulted  Amount  (Series  1997-4  Defaulted  Amount
               multiplied by the Class A Percentage)..............$36,446,553.41

          (f)  The Class B Defaulted  Amount  (Series  1997-4  Defaulted  Amount
               multiplied by the Class B Percentage)...............$3,491,885.36

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A Defaulted  Amount,  (ii) the Available Cash  Collateral  Amount
               applied  to such  Class A  Defaulted  Amount,  (iii)  Reallocated
               Principal  Collections  applied to such Class A Defaulted Amount,
               (iv) the amount by which the Collateral  Invested Amount has been
               reduced in respect of such Class A  Defaulted  Amount and (v) the
               amount by which the Class B Invested  Amount has been  reduced in
               respect of such Class A Defaulted Amount (a "Class A Charge-Off")
               for 1999....................................................$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 1999............$0.00

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 1999....................$0.00

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B Defaulted  Amount,  (ii) the Available Cash Collateral  Amount,
               (iii) Reallocated  Collateral  Principal  Collections  applied to
               such  Class B  Defaulted  Amount and (iv) the amount by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class B Defaulted Amount for 1999...........................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of  1999in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment) for 1999....................$0.00

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment) for 1999....................$0.00

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount for 1999...................................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Principal Collections...........................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Investor Monthly Servicing Fee

          (a)  The amount of the Series 1997-4 Monthly Servicing Fee paid to the
               Servicer during 1999...............................$10,500,000.00

     (10) Cash Collateral Account

          (a)  The Available  Cash  Collateral  Amount on the last  Distribution
               Date of 1999,  after giving effect to all  deposits,  withdrawals
               and distributions on such Distribution Date........$15,000,000.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999..........$31,312,500.00

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$3,096,000.00

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date  of  1999  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the Distribution  Date occurring in May 2002. (The
               initial  funding date for the  Principal  Funding  Account may be
               modified in certain circumstances in accordance with the terms of
               the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date...............................$0.00

          (b)  The Required  Reserve  Account  Amount,  if any,  selected by the
               Servicer....................................................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$501,000,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$501,000,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$48,000,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$48,000,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class B  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          B Invested  Amount on such  Distribution  Date, to the Class B Initial
          Invested Amount). The amount of a Class B Certificateholder's pro rata
          share of the Class B Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  B   Certificateholder's
          Certificate by the Pool Factor................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$51,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$51,000,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Date........................8.50%

F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

G)   Annualized Percentages

     (1)  The average  Gross Yield for 1999 (sum of monthly  Gross Yield divided
          by 12)..........................................................22.74%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 12)...................................................7.28%

     (3)  The average  Portfolio  Yield for 1999 (the average  Gross Yield minus
          the average Net Loss Rate for 1999).............................15.46%

     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          12)..............................................................8.25%

     (5)  The average Net Spread (the average  Portfolio Yield minus the average
          Base Rate for 1999)..............................................7.21%

     (6)  The  average  Monthly  Payment  Rate for 1999 (sum of monthly  Payment
          Rates divided by 12).............................................8.92%

H)   Series 1997-4 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a)  12/15/99                        21.60%
          b)  11/15/99                        21.69%
          c)  10/15/99                        21.52%

     2)   Net Loss Rate

          a)  12/15/99                         6.18%
          b)  11/15/99                         6.40%
          c)  10/15/99                         6.88%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                         7.17%
          b)  11/15/99                         7.02%
          c)  10/15/99                         6.39%

          Three Month Average                  6.86%

     4)   Monthly Payment Rate

          a)  12/15/99                         9.27%
          b)  11/15/99                         8.52%
          c)  10/15/99                         8.73%



                                       PROVIDIAN NATIONAL BANK
                                       Servicer



                                    By:  /s/ Daniel Sanford
                                         --------------------------------------
                                    Name:   Daniel Sanford
                                    Title:  Senior Vice President and Treasurer



                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1999-1
                  ---------------------------------------------


     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1999-1  Supplement  dated as of June 1, 1999 (as amended and  supplemented,  the
"Series  Supplement"),  between  Providian  National  Bank  ("PNB"),  Seller and
Servicer,  and Bankers Trust  Company,  Trustee,  PNB as Servicer is required to
prepare certain information each month regarding current  distributions to Class
A Certificateholders, Class B Certificateholders, Collateral Interest Holder and
the Class D Interest  Holder and the  performance of the Providian  Master Trust
(the "Trust") during the previous year. The information  which is required to be
prepared for the Series 1999-1 Certificates with respect to the period from June
24, 1999 to December 31, 1999, and with respect to the  performance of the Trust
during 1999, is set forth below.  Certain of the information is presented on the
basis of an  original  principal  amount of  $1,000  per  Investor  Certificate.
Certain other  information is presented  based on the aggregate  amounts for the
Trust  as a  whole.  Capitalized  terms  used in  this  Certificate  have  their
respective  meanings  set  forth  in the  Agreement  or  Series  Supplement,  as
applicable.

A)   Information  Regarding the 1999  Distribution for the Series 1999-1 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$26.613368

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$26.613368

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$32.300000

     (5)  The  amount  set  forth  in  A  (4)  above   distributed  to  Class  B
          Certificateholder   with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$32.300000

     (6)  The  amount  set  forth  in  A  (4)  above   distributed  to  Class  B
          Cerfiticateholder  with  respect  to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1999-1
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.......................................$919,233,240.11

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1999.................................$29,572,466.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$3,816,740,692.97

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1999-1 Certificates for 1999............................8.765193%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1999-1 Certificates for 1999............................8.759824%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1999-1    Certificates    for
               1999...............................................$83,164,654.64

          (g)  The Principal  Receivables  collected and allocated to the Series
               1999-1 Certificates for 1999......................$334,339,782.09

     (2)  Available  Finance  Charge   Collections  and  Reallocated   Principal
          Collections for Series 1999-1 for 1999.

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1999-1 Certificates........$83,164,654.65

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1999-1 Certificates..$135,496.62

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Reserve Draw Amount.........................................$0.00

          (e)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1999-1 Certificates..................................$0.00

          (f)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (g)  Reallocated Class D Principal Collections...................$0.00

          (h)  Reallocated Collateral Principal Collections................$0.00

          (i)  Reallocated Class B Principal Collections...................$0.00

          (j)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1999-1 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), and (i) above)............$83,300,151.27

     (3)  Available  Principal  Collections  for Series  1999-1 for the  Monthly
          Period immediately preceding the Distribution Date

          (a)  The Principal  Receivables  collected and allocated to the Series
               1999-1 Certificates...............................$334,339,782.09

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1999-1 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$25,023,252.99

          (d)  Reallocated Class D Principal Collections...................$0.00

          (e)  Reallocated Collateral Principal Collections................$0.00

          (f)  Reallocated Class B Principal Collections...................$0.00

          (g)  Available Principal  Collections for Series 1999-1 (total of (a),
               (b) and (c) minus (d), (e) and (f) above).........$359,363,035.08

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day 1999.

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                     -----------
          (d)  Total Delinquencies                                  $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$325,183,983.30

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$39,727,603.97

          (c)  The  Defaulted  Amount  for  1999  [Defaulted  Receivables  minus
               Recoveries].......................................$285,456,379.33

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1999-1
               Certificates       (the      "Series       1999-1       Defaulted
               Amount")...........................................$25,023,252.98

          (e)  The Class A Defaulted  Amount  [Series  1999-1  Defaulted  Amount
               multiplied by the Class A Percentage]..............$19,518,137.29

          (f)  The Class B Defaulted  Amount  [Series  1999-1  Defaulted  Amount
               multiplied by the Class B Percentage]...............$2,564,878.42

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A  Defaulted  Amount,  (ii)  Reallocated   Principal  Collections
               applied to such  Class A  Defaulted  Amount,  (iii) the amount by
               which the Class D Invested  Amount has been reduced in respect of
               such  Class A  Defaulted  Amount,  (iv) the  amount  by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class A Defaulted  Amount and (v) the amount by which the Class B
               Invested  Amount  has been  reduced  in  respect  of such Class A
               Defaulted Amount (a "Class A Charge-Off") for 1999..........$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 1999............$0.00

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 1999.................$0.00000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B  Defaulted   Amount,   (ii)   Reallocated   Class  D  Principal
               Collections  applied  to such  Class B  Defaulted  Amount,  (iii)
               Reallocated  Collateral  Principal  Collections  applied  to such
               Class B  Defaulted  Amount,  (iv) the amount by which the Class D
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted  Amount  and (v) the  amount  by which  the  Collateral
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the  Distribution  Date  of  1999  in  respect  of  item  6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment) for 1999.................$0.00000

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment) for 1999.................$0.00000

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The excess,  if any, of the Collateral  Defaulted Amount over the
               sum of (i) Available Finance Charge  Collections  applied to such
               Collateral  Defaulted Amount,  (ii) Reallocated Class D Principal
               Collections applied to such Collateral Defaulted Amount and (iii)
               the Amount by which the Class D Invested  Amount has been reduced
               in respect of such Collateral Defaulted Amount for 1999.....$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Collateral Principal Collections................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8(a),(b) and (c)......................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Reductions in the Class D Interest

          (a)  The  excess,  if  any,  of the  Class  D  Defaulted  Amount  over
               Available  Finance  Charge  Collections  applied  to such Class D
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class D Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Principal Collections.......................................$0.00

          (c)  The amount by which the Class D Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of items 6(a),
               7(a) and 8(a) above.........................................$0.00

          (d)  The total  amount by which the Class D  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 9(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class D Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Class D Interest exceeds the Class D Invested Amount, if any,
               as of the last  Distribution Date of 1999, after giving effect to
               all deposits,  withdrawals and  distributions on the Distribution
               Date........................................................$0.00

     (10) Investor Monthly Servicing Fee

          (a)  The amount of the Series 1999-1 Monthly Servicing Fee paid to the
               Servicer during 1999................................$5,858,262.12

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999..........$16,467,031.25

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$2,494,599.83

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               Distribution  Date of 1999,  after giving effect to all deposits,
               withdrawals and distributions on such Distribution Date.....$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the Distribution  Date occurring in June 2003 (The
               initial  funding date for the  Principal  Funding  Account may be
               modified in certain circumstances in accordance with the terms of
               the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation Amount for the Distribution Date,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date...........................................$0.00

     (15) Reserve Account

          (a)  The amount on deposit in the Reserve Account on the  Distribution
               Date of 1999,  after giving effect to all  deposits,  withdrawals
               and  distributions  on such  Distribution  Date  and the  related
               Transfer Date...............................................$0.00

          (b)  The Required Reserve Account Amount.........................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$500,000,000.00

     (2)  The Class A Invested Amount on the  Distribution  Date of 1999,  after
          giving effect to all deposits,  withdrawals and  distributions on such
          Distribution Date......................................$500,000,000.00

     (3)  The Pool Factor for the  Distribution  Date of 1999 (which  represents
          the  ratio of the Class A  Invested  Amount,  as of such  Distribution
          Date,  after giving  effect to any  adjustment in the Class A Invested
          Amount on such  Distribution  Date,  to the  Class A Initial  Invested
          Amount). The amount of a Class A Certificateholder's pro rata share of
          the Class A  Invested  Amount can be  determined  by  multiplying  the
          original denomination of the Class A  Certificateholder's  Certificate
          by the Pool Factor............................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$65,705,000.00

     (2)  The Class B Invested Amount on the  Distribution  Date of 1999,  after
          giving effect to all deposits,  withdrawals and  distributions on such
          Distribution Date.......................................$65,705,000.00

     (3)  The Pool Factor for the  Distribution  Date of 1999 (which  represents
          the  ratio of the Class B  Invested  Amount,  as of such  Distribution
          Date,  after giving  effect to any  adjustment in the Class B Invested
          Amount on such  Distribution  Date,  to the  Class B Initial  Invested
          Amount). The amount of a Class B Certificateholder's pro rata share of
          the Class B  Invested  Amount can be  determined  by  multiplying  the
          original denomination of the Class B  Certificateholder's  Certificate
          by the Pool Factor............................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$52,884,000.00

     (2)  The Collateral Invested Amount on the Distribution Date of 1999, after
          giving effect to all deposits,  withdrawals and  distributions on such
          Date....................................................$52,884,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Date........................8.25%

F)   Class D Invested Amount

     (1)  The Class D Initial Invested Amount.....................$22,436,642.00

     (2)  The Class D Invested Amount on the  Distribution  Date of 1999,  after
          giving effect to all deposits,  withdrawals and  distributions on such
          Distribution Date.......................................$22,436,642.00

     (3)  The Class D Invested Amount as a percentage of the sum of the Invested
          Amount on such Distribution Date.................................3.50%

G)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

H)   Annualized Percentages

     (1)  The average  Gross Yield for 1999 (sum of monthly  Gross Yield divided
          by 6)...........................................................21.99%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 6)....................................................6.61%

     (3)  The average  Portfolio  Yield for 1999 (the average  Gross Yield minus
          Net Loss Rate for 1999).........................................15.38%


     (4)  The average Base Rate for 1999 (sum of monthly  Base Rates  divided by
          6)...............................................................7.86%

     (5)  The average Net Spread (the average  Portfolio Yield minus the average
          Base Rate for 1999)..............................................7.52%

     (6)  The average Monthly Payment Rate for 1999 (sum of monthly Payment Rate
          divided by 6)....................................................9.04%

I)   Series 1999-1 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a)  12/15/99                       21.45%
          b)  11/15/99                       21.56%
          c)  10/15/99                       21.38%

     2)   Net Loss Rate

          a)  12/15/99                        6.18%
          b)  11/15/99                        6.40%
          c)  10/15/99                        6.88%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                        7.55%
          b)  11/15/99                        7.31%
          c)  10/15/99                        6.82%

          Three Month Average                 7.23%

     4)   Monthly Payment Rate

          a)  12/15/99                        9.27%
          b)  11/15/99                        8.52%
          c)  10/15/99                        8.73%



                                    PROVIDIAN NATIONAL BANK
                                    Servicer


                                    By:  /s/ Daniel Sanford
                                         ------------------------------------
                                    Name:   Daniel Sanford
                                    Title:  Senior Vice President and Controller



                      ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1999-2
                  ---------------------------------------------

     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1999-2 Supplement dated as of October 1, 1999 (as amended and supplemented,  the
"Series  Supplement"),  between  Providian  National  Bank  ("PNB"),  Seller and
Servicer,  and Bankers Trust  Company,  Trustee,  PNB as Servicer is required to
prepare certain information each month regarding current  distributions to Class
A Certificateholders, Class B Certificateholders, Collateral Interest Holder and
the Class D Interest  Holder and the  performance of the Providian  Master Trust
(the "Trust") during the previous month. The information which is required to be
prepared  for the Series  1999-2  Certificates  with  respect to the period from
October 7, 1999 to December 31, 1999, and with respect to the performance of the
Trust during 1999, is set forth below.  Certain of the  information is presented
on the basis of an original principal amount of $1,000 per Investor Certificate.
Certain other  information is presented  based on the aggregate  amounts for the
Trust  as a  whole.  Capitalized  terms  used in  this  Certificate  have  their
respective  meanings  set  forth  in the  Agreement  or  Series  Supplement,  as
applicable.

A)   Information  Regarding the 1999  Distribution for the Series 1999-2 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$12.466667

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$12.466667

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$11.547292

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$11.547292

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1999-2
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.......................................$395,109,175.39

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1999.................................$13,765,815.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$1,663,113,108.21

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1999-2 Certificates for 1999............................8.169153%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1999-2 Certificates for 1999............................8.162178%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1999-2    Certificates    for
               1999...............................................$33,401,622.59

          (g)  The Principal  Receivables  collected and allocated to the Series
               1999-2 Certificates for 1999......................$135,746,252.06

     (2)  Available  Finance  Charge   Collections  and  Reallocated   Principal
          Collections for Series 1999-2 for 1999

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1999-2 Certificates........$33,401,622.59

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1999-2 Certificates...$73,589.78

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Class A Reserve Draw Amount.................................$0.00

          (e)  Class B Reserve Draw Amount.................................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1999-2 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Reallocated Class D Principal Collections...................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1999-2 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above)........$33,475,212.37

     (3)  Available  Principal  Collections  for Series  1999-2 for the  Monthly
          Period immediately preceding the Distribution Date

          (a)  The Principal  Receivables  collected and allocated to the Series
               1999-2 Certificates...............................$135,746,252.06

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1999-2 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement.......$9,962,667.72

          (d)  Reallocated Class D Principal Collections...................$0.00

          (e)  Reallocated Collateral Principal Collections................$0.00

          (f)  Reallocated Class B Principal Collections...................$0.00

          (g)  Available Principal  Collections for Series 1999-2 (total of (a),
               (b) and (c) minus (d), (e) and (f) above).........$145,708,919.78

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                     -----------
          (d)  Total Delinquencies                                  $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$139,067,490.13

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$17,088,807.59

          (c)  The  Defaulted  Amount  for  1999  (Defaulted  Receivables  minus
               Recoveries].......................................$121,978,682.54

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1999-2
               Certificates       (the      "Series       1999-2       Defaulted
               Amount")............................................$9,962,667.72

          (e)  The Class A Defaulted  Amount  [Series  1999-2  Defaulted  Amount
               multiplied by the Class A Percentage]...............$7,970,134.18

          (f)  The Class B Defaulted  Amount  [Series  1999-2  Defaulted  Amount
               multiplied by the Class B Percentage].................$896,640.10

     6)   Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A  Defaulted  Amount,  (ii)  Reallocated   Principal  Collections
               applied to such  Class A  Defaulted  Amount,  (iii) the amount by
               which the Class D Invested  Amount has been reduced in respect of
               such  Class A  Defaulted  Amount,  (iv) the  amount  by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class A Defaulted  Amount and (v) the amount by which the Class B
               Invested  Amount  has been  reduced  in  respect  of such Class A
               Defaulted Amount (a "Class A Charge-Off") for 1999..........$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 1999.........$0.00000

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 1999.................$0.00000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any,  as of the last  Distribution  of 1999  Date,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B  Defaulted   Amount,   (ii)   Reallocated   Class  D  Principal
               Collections  applied  to such  Class B  Defaulted  Amount,  (iii)
               Reallocated  Collateral  Principal  Collections  applied  to such
               Class B  Defaulted  Amount,  (iv) the amount by which the Class D
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted  Amount  and (v) the  amount  by which  the  Collateral
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment) for 1999.................$0.00000

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment) for 1999.................$0.00000

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The excess,  if any, of the Collateral  Defaulted Amount over the
               sum of (i) Available Finance Charge  Collections  applied to such
               Collateral  Defaulted Amount,  (ii) Reallocated Class D Principal
               Collections applied to such Collateral Defaulted Amount and (iii)
               the amount by which the Class D Invested  Amount has been reduced
               in respect of such Collateral Defaulted Amount for 1999.....$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Collateral Principal Collections................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Reductions in the Class D Interest

          (a)  The  excess,  if  any,  of the  Class  D  Defaulted  Amount  over
               Available  Finance  Charge  Collections  applied  to such Class D
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class D Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Principal Collections.......................................$0.00

          (c)  The amount by which the Class D Invested  Amount has been reduced
               on last  Distribution Date of 1999 in respect of items 6(a), 7(a)
               and 8(a) above..............................................$0.00

          (d)  The total  amount by which the Class D  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 9(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class D Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Class D Interest exceeds the Class D Invested Amount, if any,
               as of the last  Distribution Date of 1999, after giving effect to
               all deposits,  withdrawals and  distributions on the Distribution
               Date........................................................$0.00

     (10) Investor Monthly Servicing Fee

          (a)  The amount of the Series 1999-2 Monthly Servicing Fee paid to the
               Servicer during 1999................................$2,582,465.28

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999...........$8,983,333.33

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$1,024,730.47

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the  Distribution  Date  occurring  in April 2002.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Class A Reserve Account

          (a)  The amount on deposit in the Class A Reserve  Account on the last
               Distribution  Date of 1999,  after giving effect to all deposits,
               withdrawals and  distributions on such  Distribution Date and the
               related Transfer Date.......................................$0.00

          (b)  The Class A Required Reserve Account Amount.................$0.00

     (16) Class B Reserve Account

          (a)  The amount on deposit in the Class B Reserve  Account on the last
               Distribution  Date of 1999,  after giving effect to all deposits,
               withdrawals and  distributions on such  Distribution Date and the
               related Transfer Date.......................................$0.00

          (b)  The Class B Required Reserve Account Amount.................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$500,000,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$500,000,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$56,250,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$56,250,000.00

     (3)  The Pool Factor for the  Distribution  Date of 1999 (which  represents
          the  ratio of the Class B  Invested  Amount,  as of such  Distribution
          Date,  after giving  effect to any  adjustment in the Class B Invested
          Amount on such  Distribution  Date,  to the  Class B Initial  Invested
          Amount). The amount of a Class B Certificateholder's pro rata share of
          the Class B  Invested  Amount can be  determined  by  multiplying  the
          original denomination of the Class B  Certificateholder's  Certificate
          by the Pool Factor............................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$50,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$50,000,000.00

     (3)  The Collateral  Invested Amount as a percentage of the Invested Amount
          on such Distribution Date........................................8.00%

F)   Class D Invested Amount

     (1)  The Class D Initial Invested Amount.....................$18,750,000.00

     (2)  The Class D  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$18,750,000.00

     (3)  The Class D Invested  Amount as a percentage of the Invested Amount on
          such Distribution Date...........................................3.00%

G)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

H)   Annualized Percentages

     (1)  The average  Gross Yield for 1999 (sum of monthly  Gross Yield divided
          by 3)...........................................................21.43%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 3)....................................................6.38%

     (3)  The  Portfolio  Yield  for 1999 (the  average  Gross  Yield  minus the
          average Net Loss Rate for 1999).................................15.05%

     (4)  The average Base Rate for 1999 (sum of monthly  Based Rates divided by
          3)...............................................................8.94%

     (5)  The average Net Spread (the average  Portfolio Yield minus the average
          Base Rate for 1999)..............................................6.11%

     (6)  The average  Monthly  Payment  Rate for 1999 (sume of monthly  Payment
          Rates divided by 3)..............................................8.82%

I)   Series 1999-2 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a)  12/15/99                       21.46%
          b)  11/15/99                       21.54%
          c)  10/15/99                         N/A

     2)   Net Loss Rate

          a)  12/15/99                        6.18%
          b)  11/15/99                        6.40%
          c)  10/15/99                         N/A

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                        6.92%
          b)  11/15/99                        5.39%
          c)  10/15/99                         N/A

          Two Month Average                   6.16%

     4)   Monthly Payment Rate

          a)  12/15/99                        9.27%
          b)  11/15/99                        8.52%
          c)  10/15/99                         N/A




                               PROVIDIAN NATIONAL BANK
                               Servicer


                               By: /s/ Daniel Sanford
                                   -----------------------------------
                               Name:  Daniel Sanford
                               Title: Senior Vice President and Controller




                      Report of Independent Accountants on
                         Applying Agreed-Upon Procedures



Providian National Bank, as Seller and Servicer
   and
Bankers Trust company, as Trustee


                             Providian Master Trust

 We have  performed the  procedures  enumerated  below,  which were agreed to by
 Providian  National Bank and Bankers Trust  Company,  solely to assist you with
 respect to Article  III,  Sections  3.06(a)  and  3.06(b),  of the  Pooling and
 Servicing  Agreement dated as of June 1, 1993, as amended and supplemented (the
 "Agreement")  between  Providian  National  Bank, as Seller and  Servicer,  and
 Bankers  Trust  Company,  as  Trustee.  This  engagement  to apply  agreed-upon
 procedures  was  performed in  accordance  with  standards  established  by the
 American  Institute of Certified  Public  Accountants.  The  sufficiency of the
 procedures is solely the  responsibility of Providian National Bank and Bankers
 Trust  Company.   Consequently,   we  make  no  representation   regarding  the
 sufficiency of the procedures  described below either for the purpose for which
 this report has been requested or for any other purpose.

 Our procedures were as follows:

1.   We  inquired  of  Servicer  management  as to whether  separate  Collection
     Accounts were  maintained by the Trustee during 1999 in accordance with the
     terms of the Agreement.  We were informed that separate collection accounts
     were  maintained by the Trustee during 1999 (Article IV Section 4.02 of the
     Agreement).

2.   We selected a sample of six business days ("Selected Days") from the period
     October 1, 1998  through  December 31, 1999 (March 1, March 5, March 8, May
     3, May 6, and May 10) and  performed  the  following  (Article III Sections
     3.01 and 3.04 and Article IV Sections 4.02 and 4.03 of the Agreement):

     a.   We obtained the  corresponding  day's Transfer of Funds Notice ("TFN")
          as prepared by Providian National Bank.

     b.   We  compared  the  wire  amount  as  set  forth  in  the  TFN  to  the
          corresponding  amount in the caption  "Investor Finance Charge and Fee
          Collections"  contained in the Collection Data Report,  as prepared by
          the Servicer, and found the amounts to be in agreement.

     c.   We compared  the total  finance  charge  collections,  gross fee,  and
          principal  collections  for the Selected Days from the Collection Data
          Report,  prepared by the  Servicer,  to the Agent Bank Summary  Report
          ("ABS"),  which is prepared by Providian  National  Bank's third party
          bank card processor,  Total System Services,  Inc. ("TSYS"), and found
          the amounts to be in agreement.

     d.   We  compared  the  collection  date  for  the  days  selected  per the
          Collection Data Report to the  corresponding TFN to determine that the
          wire  transfers  occurred no later than three  business days after the
          collection date. No exceptions were noted.

     e.   For the Selected Days, we recalculated all  mathematical  calculations
          contained in the Collection Data Report. No exceptions were noted.

3.   We obtained Monthly Servicer's  Certificates and the Monthly Statements for
     all Series issued for all months from October 1998 through  December  1999.
     We noted that the Certificates  were signed by an authorized  officer,  and
     that management asserted that no Pay Out Event had occurred.

4.   For the months of October 1998  through  December  1999 for Series  1993-3,
     1995-1,  1996-1,  1997-1, 1997-2, 1997-3, 1997-4, 1998-1, for the months of
     July 1999 through  December 1999 for Series  1999-1,  and for the months of
     October 1999 through  December 1999 for Series  1999-2 we obtained  Monthly
     Statements  prepared by Providian National Bank and performed the following
     (Article  III Section  3.04 and  Article IV  Sections  4.03 and 4.04 of the
     Agreement):

     a.   For the month of February for Series 1993-3,  1995-1,  1996-1, 1997-1,
          1997-2,  1997-3,  1997-4,  1998-1,  for the month of April for  Series
          1993-3,  for the month of August 1999 for Series  1999-1,  and for the
          month  of  November  1999  for  Series  1999-2,  we  recalculated  all
          mathematical  calculations in the Monthly  Statements and compared the
          related Trust activity amounts  reported in the Monthly  Statements to
          the amounts  reported in TSYS  reports,  third party  statements,  and
          reports prepared by officers and employees of Providian National Bank.
          No exceptions were noted.

     b.   We  recomputed  the  mathematical   calculation  that  determines  the
          investor and seller portions  (Article III Section 3.04 and Article IV
          Sections 4.03 and 4.04 of the Agreement). No exceptions were noted.

5.   We obtained direct  confirmation  of the Servicer's  fidelity bond coverage
     insuring  against  losses in the aggregate  amount of  $60,000,000  through
     wrongdoing of its officers and associates who are involved in the servicing
     of  receivables.   The  insurer  stated  that  the  coverage  is  currently
     maintained and was in force throughout 1999.

6.   We  inquired of  Servicer  personnel  responsible  for  investments  in the
     Collection Account. The Servicer personnel informed us that deposits in the
     Collection  Account were invested in Eligible  Investments only, as defined
     in Article I of the Agreement (Article IV Section 4.02 of the Agreement).

7.   The Servicer provided us with written representation that no Pay Out Event,
     as the term is  defined  in Article I the  Agreement,  occurred  during the
     period from October 1, 1998 through December 31, 1999 for any series during
     its revolving period (Article IX Section 9.01).

8.   We obtained written  representation  from management of Providian  National
     Bank that,  to the best of their  knowledge,  Providian  National  Bank has
     recorded all material transactions properly relating to the Agreement,  and
     Providian  National  Bank has  complied  with all  material  aspects of the
     Agreement (Articles III and IV and Section 8.08 of the Agreement).

9.   We obtained  copies of the Annual  Servicer's  Certificate and compared the
     form of the Annual  Servicer's  Certificate  to Exhibit D of the  Agreement
     (Article III Section 3.05 of the Agreement). No exceptions were noted.

 We were not engaged to and did not perform an  examination,  the  objective  of
 which would be the expression of an opinion on the Servicer's  compliance  with
 the terms and conditions set forth in Articles III and IV and Sections 8.08 and
 9.01 of the Agreement and the  applicable  provisions of each  supplement,  the
 monthly  certificates for each series included in the Trust delivered  pursuant
 to  Section  3.04(b)  of the  Agreement,  or on  the  reports  prepared  by the
 Servicer.  Accordingly,  we do not express  such an opinion.  Had we  performed
 additional  procedures with respect to Servicer's compliance with the terms and
 conditions  set forth in Articles III and IV and Sections  8.08 and 9.01 of the
 Agreement  and the  applicable  provisions  of  each  supplement,  the  monthly
 certificates  for each  series  included  in the Trust  delivered  pursuant  to
 Section  3.04(b) of the Agreement,  or on the reports  prepared by the Servicer
 which were the source of such  amounts,  other  matters  might have come to our
 attention that would have been reported to you.

 This  report  is  intended  solely  for the use and  information  of  Providian
 National  Bank and  Bankers  Trust  Company and should not be used by those who
 have not agreed to the procedures and taken  responsibility for the sufficiency
 of the procedures for their purposes.



                                                       /s/ Ernst & Young LLP


March 10, 2000

<PAGE>


                       Report of Independent Accountants



 Board of Directors
 Providian National Bank

                             Providian Master Trust

 We have examined  management's  assertion  that its controls over the functions
 performed as servicer of the Providian  Master Trust  ("Trust") are  effective,
 during the year ended December 31, 1999, in providing reasonable assurance that
 Trust assets are safeguarded  against loss from unauthorized use or disposition
 and  that   transactions   are  executed  in   accordance   with   management's
 authorization  in conformity with the Pooling and Servicing  Agreement dated as
 of June 1,  1993,  as  amended  and  supplemented  (the  "Agreement"),  between
 Providian National Bank, as Seller and Servicer,  and Bankers Trust Company, as
 Trustee,  and are recorded  properly to permit the  preparation of the required
 financial  reports.  Management is responsible  for Providian  National  Bank's
 controls over  compliance with those  requirements.  Our  responsibility  is to
 express an opinion on management's assertion based on our examination.

 Our  examination  was made in  accordance  with  standards  established  by the
 American Institute of Certified Public Accountants and,  accordingly,  included
 obtaining an  understanding  of the controls  over the  functions  performed by
 Providian  National Bank as Servicer of the Trust,  testing and  evaluating the
 design and operating effectiveness of those controls, and such other procedures
 as  we  considered  necessary  in  the  circumstances.   We  believe  that  our
 examination provides a reasonable basis for our opinion.

 Because of inherent limitations in any controls,  errors or fraud may occur and
 not be detected.  Also,  projections of any evaluation of the controls over the
 functions  performed  by  Providian  National  Bank as Servicer of the Trust to
 future periods are subject to the risk that the controls may become  inadequate
 because of changes in  conditions,  or that the degree of  compliance  with the
 controls may deteriorate.

 In our opinion,  management's assertion, that it believes that, during the year
 ended December 31, 1999,  Providian National Bank's controls over the functions
 performed  as  Servicer  of the Trust are  effective  in  providing  reasonable
 assurance that Trust assets are safeguarded  against loss from unauthorized use
 or  disposition,   and  that  transactions  are  executed  in  accordance  with
 management's  authorization in conformity with the Agreement,  and are recorded
 properly to permit the preparation of the required financial reports, is fairly
 stated, in all material  respects,  based upon the following criteria specified
 in management's report:

o    Controls   provide   reasonable   assurance   that  funds   collected   are
     appropriately remitted to the Trustee in accordance with the Agreement.

o    Controls provide reasonable assurance that Trust assets are segregated from
     those assets  retained by Providian  National Bank in  accordance  with the
     Agreement.

o    Controls provide  reasonable  assurance that expenses incurred by the Trust
     are properly calculated and remitted in accordance with the Agreement.

o    Controls  provide  reasonable  assurance  that additions of accounts to the
     Trust are authorized in accordance with the Agreement.

o    Controls  provide  reasonable  assurance that removals of accounts from the
     Trust are authorized in accordance with the Agreement.

o    Controls provide reasonable assurance that Trust principal collections used
     to amortize  investor's  certificates are calculated in accordance with the
     Agreement.

o    Controls provide  reasonable  assurance that Monthly Statements and Payment
     Instructions  provided to the Trustee are reviewed by  management  prior to
     delivery.

o    Controls provide  reasonable  assurance that Monthly Statements and Payment
     Instructions contain information required by the Agreement.

 This report is intended solely for your information.  However, this report is a
 matter of public  record as a result of being  included  as an  exhibit  to the
 report on Form 10-K  prepared  by  Providian  National  Bank and filed with the
 Securities and Exchange  Commission on behalf of the Providian Master Trust and
 its distribution is not limited.


                                                       /s/ Ernst & Young LLP


 March 10, 2000


<PAGE>
                         Report of Independent Accounts



Providian National Bank
   and
Bankers Trust company

                             Providian Master Trust

We have examined  management's  assertion that Providian  National Bank complied
with the relevant terms and conditions of Articles III and IV, and Sections 8.08
and 9.01 of the Pooling and  Servicing  Agreement,  as amended and  supplemented
(the "Agreement"),  dated as of June 1, 1993 between Providian National Bank, as
Seller and Servicer,  and Bankers  Trust  Company,  as Trustee,  during the year
ended  December 31, 1999.  Management  is  responsible  for  Providian  National
Bank's compliance  with those requirements.  Our responsibility is to express an
opinion on Providian National Bank's compliance based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by  the  American  Institute  of  Certified  Public  Accounts  and,
accordingly,  included  examining,  on a test basis,  evidence  about  Providian
National  Bank's  compliance with those  requirements  and performing such other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not provide a legal  determination of Providian  National Bank's compliance with
specified requirements.

In our opinion,  Providian National Bank complied in all material respects, with
the aforementioned requirements during the year ended December 31, 1999.

This report is intended solely for the information and use of Providian National
Bank and Bankers  Trust Company and is not intended to be and should not be used
by anyone other than these specified parties.


                                                  /s/ Ernst & Young LLP


March 10, 2000




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