DISCOVER CARD TRUST 1991 D
424B3, 1998-08-11
ASSET-BACKED SECURITIES
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<PAGE>   1

PROSPECTUS SUPPLEMENT                          This Prospectus Supplement,
FOR THE PERIOD ENDING                          filed pursuant to Rule 424(b)(3),
JULY 31, 1998 TO                               relates to Registration Statement
PROSPECTUS DATED                               No. 33-43136-02 and the
OCTOBER 8, 1991                                Prospectus dated October 8, 1991



                       SECURITIES AND EXCHANGE COMMISSION
                             450 Fifth Street, N.W.
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 17, 1998


                           DISCOVER CARD TRUST 1991 D
                           --------------------------
             (Exact name of registrant as specified in its charter)


Delaware                        0-19734                      Not Applicable
- --------                        -----------                  ---------------
(State of                       (Commission                  (IRS Employer
organization)                   File Number)                 Identification No.)


c/o Discover Receivables Financing Group, Inc.
12 Read's Way
New Castle, Delaware                                 19720
- -------------------------------------------------------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code: (302) 323-7826


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


                                  Page 1 of 15
                         Index to Exhibits is on page 4


<PAGE>   2

Item 5. Other Events

On August 17, 1998 the Registrant made available the Monthly Certificateholders'
Statement for the Due Period of July 1998, which is attached as Exhibit 21
hereto.

Item 7.  Financial Statements and Exhibits

(c) Exhibits

<TABLE>
<CAPTION>
Exhibit No.         Description

<S>                 <C>
21                  Monthly Certificateholders' Statement for Discover Card 
                    Trust 1991 D related to the Due Period ending July 31, 1998.
</TABLE>



                                       2
<PAGE>   3


                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                DISCOVER CARD TRUST 1991 D
                                       (Registrant)

                                By:    DISCOVER RECEIVABLES FINANCING
                                       GROUP, INC.
                                       as originator of the Trust


                                By:    Richard W. York
                                       ---------------------
                                       Richard W. York
                                       Vice President


Date: August 17, 1998



                                       3
<PAGE>   4


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.         Description
- -----------         ----------- 
<S>                 <C>
21                  Monthly Certificateholders' Statement for Discover Card 
                    Trust 1991 D related to the Due Period ending July 31, 1998.
</TABLE>


                                       4

<PAGE>   1
                                                                      EXHIBIT 21


                      MONTHLY CERTIFICATEHOLDERS' STATEMENT

                           Discover Card Trust 1991 D

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

                                   CREDIT CARD

                            PASS-THROUGH CERTIFICATES

                     -------------------------------------
                                                                    
                                                                    
      Under the  Pooling  and  Servicing  Agreement  dated  as of   
Oct.  1, 1991      (the "Agreement") by and among Greenwood Trust   
Company   (the  "Servicer") ,  Discover   Receivables   Financing   
Group Inc and Wilmington Trust Company,  as Trustee  ,the Servicer  
is required  to prepare certain information each  month regarding   
current  distributions  to  Investor  Certificateholders  and the   
performance  of  the  Trust  during  the   previous  month.   The   
information  which is required to be prepared with respect to the   
distribution of    August 17, 1998   ,  and  with  respect to the   
performance  of  the  Trust  during  the  Due  Period  ended   in   
July 31, 1998      ,is set forth below.  Certain  of  the  infor-   
mation is presented on the  basis of an original principal amount   
of $1,000 per Class A Certificate.  Certain other  information is   
presented  based  on  the  aggregate  amounts  for  the  Trust as   
a whole.                                                            
                                                                    
     Information   Regarding  the  Current  Monthly  Distribution   
(stated on the basis of $1,000 original principal amount).          

- -------------------------------------                               
                                                                    
                                                                    
1. The total  amount of the  distribution  to Class A Certificate-  
   holders   on    August 17, 1998   , per  $1,000  interest .....  
   ........................................... $        0.000000000 
                                                                    
2. The total  amount of the  distribution  to Class B Certificate-  
   holders  on     August 17, 1998   , per  $1,000  interest .....  
   ........................................... $        0.000000000 
                                                                    
3. The amount of the distribution set  forth in  paragraph 1 above  
   in  respect of  interest  on  the Class  A  Certificates ,  per  
   $1,000 interest ........................... $        0.000000000 
                                                                    
4. The amount of the distribution set  forth in  paragraph 2 above  
   in  respect of  interest  on  the Class  B  Certificates ,  per  
   $1,000 interest ........................... $        0.000000000 



<PAGE>   2

5. The amount of the distribution set forth in paragraph  1  above  
   in respect of  principal  on the  Class  A  Certificates ,  per  
   $1,000 interest ........................... $        0.000000000 
                                                                    
6. The amount of the distribution set forth in paragraph  2  above  
   in respect of  principal  on the  Class  B  Certificates ,  per  
   $1,000 interest ........................... $        0.000000000 
                                                                    
                                                                    
Information Regarding the Performance of the Trust.                 
                                                                    
1. Collections of Receivables.                                      
                                                                    
  (a) The aggregate amount of Finance Charge Collections processed  
      during the related Due Period .......... $       6,681,569.78 
                                                                    
  (b) The  aggregate  amount  of  Principal Collections  processed  
      during the related Due Period .......... $      95,859,946.64 
                                                                    
  (c) The aggregate amount of Finance Charge Collections processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Investor Certificates ... $       5,402,717.33 
                                                                    
  (d) The  aggregate  amount  of  Principal Collections  processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Investor Certificates ... $      77,474,008.88 
                                                                    
  (e) The aggregate amount of Finance Charge Collections processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Class A Certificates .... $       4,911,621.95 
                                                                    
  (f) The  aggregate  amount  of  Principal Collections  processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Class A Certificates .... $      70,428,302.80 
                                                                    
  (g) The aggregate amount of Finance Charge Collections processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Class B Certificates .... $         491,095.38 
                                                                    
  (h) The  aggregate  amount  of  Principal Collections  processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Class B Certificates .... $       7,045,706.08 
                                                                    
  (i) The aggregate amount of Finance Charge Collections processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Seller Certificate ...... $       1,278,852.45 




<PAGE>   3

  (j) The  aggregate  amount  of  Principal Collections  processed  
      during  the  related  Due  Period  which  was  allocated  in  
      respect of the Seller Certificate ...... $      18,385,937.76 
                                                                    
                                                                    
2. Principal Receivables in the Trust;  Principal Funding Account.  
                                                                    
  (a) The aggregate amount  of Principal Receivables  in the Trust  
      as of the end of the Due Period  ended  in July 31, 1998      
      (which reflects the Principal Receivables represented by the  
      Seller Certificate  and the Investor Certificates) .........  
      ........................................ $     465,464,168.60 
                                                                    
  (b) The  amount  of  Principal  Receivables  in  the Trust  rep-  
      resented  by   the  Class  A  Certificates   (the  "Class  A  
      Interest") as of  the Due Period Ended in  July 31, 1998      
      ........................................ $      58,333,333.30 
                                                                    
  (c) The  amount  of  Principal  Receivables  in  the Trust  rep-  
      resented  by   the  Class  B  Certificates   (the  "Class  B  
      Interest") as of  the Due Period Ended in  July 31, 1998      
      ........................................ $      35,000,000.00 
                                                                    
  (d) The  Class A Interest and the  Class B Interest set forth in  
      paragraph  2 (b)  and  2 (c)  above  as  a percentage of the  
      aggregate amount of Principal Receivables set forth in        
      paragraph 2 (a) above ..................                20.05%
                                                                    
  (e) The Class A Interest set forth in paragraph 2 (b) above as a  
      percentage of the aggregate amount of  Principal Receivables  
      set forth in paragraph 2 (a) above .....                12.53%
                                                                    
  (f) The Class B Interest set forth in paragraph 2 (c) above as a  
      percentage of the aggregate amount of  Principal Receivables  
      set forth in paragraph 2 (a) above .....                 7.52%
                                                                    
  (g) The Aggregate Invested Amount as of the end of the current    
      Distribution Date ...................... $     385,000,000.00 
                                                                    
  (h) The Invested Amount as of the end of the current              
      Distribution Date with respect to the Class A                 
      Certificates ........................... $     350,000,000.00 
                                                                    
  (i) The Invested Amount as of the end of the current              
      Distribution Date with respect to the Class B                 
      Certificates ........................... $      35,000,000.00 
                                                                    
  (j) The total amount to be deposited into the Principal           
      Funding Account in respect of Principal Collections           
      on such Distribution Date .............. $      29,166,666.67 


<PAGE>   4

  (k) The amount of the deposit referred to in paragraph 2(j)       
      which was allocated in respect of the Class A                 
      Certificates ........................... $      29,166,666.67 
                                                                    
  (l) The amount of the deposit referred to in paragraph 2(j)       
      into the Principal Funding Account on such Distribtion        
      Date which was allocated in respect of the Class B            
      Certificates ........................... $               0.00 
                                                                    
  (m) The total amount on deposit in the Principal Funding          
      Account on such Distribution Date                             
      (after giving effect to the deposit referred to in            
      paragraph 2(j) ......................... $     291,666,666.70 
                                                                    
  (n) The total amount on deposit in the Principal Funding          
      Account on such Distribution Date for the benefit             
      of the Class A Certificates                                   
      (after giving effect to the deposit referred to in            
      paragraph 2(k) ......................... $     291,666,666.70 
                                                                    
  (o) The total amount on deposit in the Principal Funding          
      Account on such Distribution Date for the benefit             
      of the Class B Certificates                                   
      (after giving effect to the deposit referred to in            
      paragraph 2(l) ......................... $               0.00 
                                                                    
  (p) The total amount of Investment Income since the last          
      Distribution Date ...................... $       1,341,274.53 
                                                                    
  (q) The total amount of Investment Income since the last          
      Distribution Date in respect of the Class A                   
      Certificates ........................... $       1,341,274.53 
                                                                    
  (r) The total amount of Investment Income since the last          
      Distribution Date in respect of the Class B                   
      Certificates ........................... $               0.00 
                                                                    
  (s) The Deficit Accumulation Amount (after giving effect to       
      the deposit referred in paragraph 2(j)...$               0.00 
                                                                    
                                                                    
3. Interest Funding Account.                                        

  (a) The total amount to be deposited into the Interest            
      Funding Account in respect of Certificate Interest on         
      such Distribution Date ................. $       2,577,604.16 
                                                                    
  (b) The   amount of Certificate Interest to be deposited          
      into the Interest Funding Account on such Distribtion Date    
      in respect of the Class A Certificates ..$       2,333,333.33 


<PAGE>   5

  (c) The   amount of Certificate Interest to be deposited          
      into the Interest Funding Account on such Distribtion Date    
      in respect of the Class B Certificates ..$         244,270.83 
                                                                    
  (d) The total amount on deposit in the Interest Funding           
      Account in respect of Certificate Interest on such            
      Distribution Date  (after giving effect to the deposit        
      referred to in paragraph 3(a) .......... $      10,310,416.64 
                                                                    
  (e) The total amount of Certificate Interest on deposit           
      in the Interest Funding Account on such Distribution          
      Date in respect of the Class A Certificates                   
      (after giving effect to the deposit referred to in            
      paragraph 3(b) ......................... $       9,333,333.32 
                                                                    
  (f) The total amount of Certificate Interest on deposit           
      in the Interest Funding Account on such Distribution          
      Date in respect of the Class B Certificates                   
      (after giving effect to the deposit referred to in            
      paragraph 3(c) ......................... $         977,083.32 
                                                                    
                                                                    
4. Investor Charged-Off Amount.                                     

  (a) The aggregate amount of Receivables charged-off as  uncolle-  
      ctible during the  Due  Period   ended in  July 31, 1998      
      allocable  to  the  Investor  Certificates   (the  "Investor  
      Charged-Off Amount") .................. $          584,599.29 
                                                                    
  (b) The aggregate amount of Receivables charged-off as  Uncolle-  
      ctible during the  Due  Period   ended in  July 31, 1998      
      allocable  to  the  Class  A  Certificates    (the  "Class A  
      Charged-Off Amount") .................. $          417,603.38 
                                                                    
  (c) The sum of (i) the aggregate amount of Receivables  charged-  
      off   as   uncollectible     during    the   Due     Period   
      ended   in   July 31, 1998     allocable to the Class B Cert- 
      ficates and (ii) the sum of (a) the positive  difference, if  
      any, between the Class B  Subordinated Payment  and  Class B  
      Finance Charge Collections (less Class  B  Excess Servicing)  
      and (b) the amount by  which the  Investor Interest  for the  
      Class B Certificates is reduced pursuant to subsection 4.03(c)
      (i)(C)(the "Class B Charged-Off Amount") $         282,002.56 
                                                                    
  (d) The  Cumulative  Class  A  Charged-Off  Amount on ..........  
      ............ August 17, 1998    ........ $               0.00 
                                                                    
  (e) The  Cumulative  Class  B  Charged-Off  Amount on ..........  
      ............ August 17, 1998    ........ $               0.00 
                                                                    

<PAGE>   6
5. Investor losses; Reimbursement of Charge-Offs.                   

  (a) The   amount  of  Class  A  Investor  Loss , as  defined  in  
      Section  4.06 (b) of the  Agreement , during the Due  Period  
      ended   in   July 31, 1998     ......... $               0.00 
                                                                    
  (b) The  amount   of  Class  B  Investor  Loss , as  defined  in  
      Section  4.06 (b) of the  Agreement , during the Due  Period  
      ended   in   July 31, 1998     ......... $               0.00 
                                                                    
  (c) The amount of Class A Investor Loss set forth in Paragraph 5  
      (a) above, per $1,000 interest  ( which will have the effect  
      of reducing, pro rata, the amount of each Class A Certficate- 
      holder's investment) ................... $        0.000000000 
                                                                    
  (d) The amount of Class B Investor Loss set forth in Paragraph 5  
      (b) above, per $1,000 interest  ( which will have the effect  
      of reducing, pro rata, the amount of each Class B Certficate- 
      holder's investment) ................... $        0.000000000 
                                                                    
  (e) The  total  amount  reimbursed  to the  Trust in the  current 
      month  pursuant  to  Section   4.06  (c) of   the  Agreement, 
      if any, in respect of Class A Investor Losses in prior months 
      ........................................ $               0.00 
                                                                    
  (f) The  total  amount  reimbursed  to the  Trust in the  current 
      month  pursuant  to  Section   4.06  (c) of   the  Agreement, 
      if any, in respect of Class B Investor Losses in prior months 
      ........................................ $               0.00 
                                                                    
  (g) The amount set forth in paragraph  5 (e)  above,  per $1,000  
      interest (which will have the effect of increasing, pro rata, 
      the amount of each Class A  Certificateholder's  investment)  
      ........................................ $        0.000000000 
                                                                    
  (h) The amount set forth in paragraph  5 (f)  above,  per $1,000  
      interest (which will have the effect of increasing, pro rata, 
      the amount of each Class B  Certificateholder's  investment)  
      ........................................ $        0.000000000 
                                                                    
  (i) The  aggregate   amount  of   Class  A  Investor  Losses   in 
      the Trust as of  the  end  of the day on   August 17, 1998    
      ........................................ $               0.00 
                                                                    
  (j) The  aggregate   amount  of   Class  B  Investor  Losses   in 
      the Trust as of  the  end  of the day on   August 17, 1998    
      ........................................ $               0.00 
                                                                    


<PAGE>   7

  (k) The amount set forth in  paragraph  5 (i) above , per $1,000  
      interest (which  will have had the effect  of reducing , pro  
      rata , the  amount   of   Class    A    Certificateholder's   
      investment ) ........................... $        0.000000000 
                                                                    
  (l) The amount set forth in  paragraph  5 (j) above , per $1,000  
      interest (which  will have had the effect  of reducing , pro  
      rata ,  the  amount   of   Class    B    Certificateholder's  
      investment ) ........................... $        0.000000000 
                                                                    
                                                                    
6. Investor Servicing Fee.                                          

  (a) The amount of  the  Class A Monthly Servicing Fee payable by  
      the Trust to the Servicer for the month of July 31, 1998      
      ..................................... $            145,854.43 
                                                                    
  (b) The amount of the  Class B  Monthly Servicing Fee payable by  
      the Trust to the Servicer for the month of July 31, 1998      
      ..................................... $             58,325.90 
                                                                    
                                                                    
7. Available Subordinated Amount.                                   
                                                                    
  (a) The  amount  available  to  be  applied   pursuant  to  Sectio
      4.03 (c) (i) (B) and (C) of the  Agreement  as  of  the  end  
      the day   on August 17, 1998    ........ $      35,000,000.00    
                                                                       
                                                                       
  (b) The amount set forth in paragraph 7(a) above as a percentage of  
      the Class A Interest.  ....................             60.00%   
                                                                       
                                                                       
8. Available Class B Credit Enhancement Amount.                        

  (a) The  amount  available  to  be drawn under the Class B  Credit   
      Enhancement pursuant to  Sections 4.03 (c) (i) (G) and (H)  of   
      the Agreement as of the end of the day  on August 17, 1998       
      ........................................ $      26,950,000.00    
                                                                       


<PAGE>   8

  (b) The amount set forth in paragraph 8 above as a percentage of the 
      Class B Interest.  .......................              77.00%   
                                                                       
                                                                       
9. The Pool Factor.                                                    

    The Pool Factor represents the ratio of the amount of the Class A  
    Invested amount as of the end of the day on  August 17, 1998       
    to the amount of the Class A Invested Amount as of the Closing     
    Date. 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 ...........           1.00000000    
                                                                       
    The Pool Factor represents the ratio of the amount of the Class B  
    Invested amount as of the end of the day on  August 17, 1998       
    to the amount of the Class B Invested Amount as of the Closing     
    Date. 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 ...........           1.00000000    
                                                                       
                                                                       
10. The aggregate outstanding balance of Receivables that were         
    delinquent by 30 to 59 days as of the close of business on         
    the last day of the Due Period related to such Distribution        
    Date ................................... $         8,743,898.46    
                                                                       
                                                                       
11. The aggregate outstanding balance of Receivables that were         
    delinquent by 60 days or more as of the close of business on       
    the last day of the Due Period related to such Distribution        
    Date ................................... $        14,018,366.10    
                                                                       
                                                                       
                                                                       
             Greenwood Trust Company as Servicer                       
                                                                       
                                     By:
                                          -------------------------    
                                     Title: Vice President, Chief      
                                     Accounting Officer & Treasurer    

<PAGE>   9

                    MONTHLY SERVICER CERTIFICATE                         
                                                                         
                      DISCOVER CARD TRUST 1991 D                         

                      --------------------------                         
                                                                         
                             CREDIT CARD                                 
                                                                         
                      PASS-THROUGH CERTIFICATES                          

                      --------------------------                         
                                                                         
                                                                         
                                                                         
                                                                         
    The  undersigned , a duly  authorized  representative  of  Greenwood 
Trust  Company  ("Greenwood") , as  Servicer  pursuant  to  the  Pooling 
and   Servicing   Agreement   dated  as  of  Oct.  1,  1991   (the       
"Pooling  and  Servicing  Agreement" ) by  and among Greenwood, Discover 
Receivables Financing Group Inc  and  Wilmington Trust Company , does    
hereby certify as follows:                                               
                                                                         
                                                                         
                                                                         
   1. Greenwood  is Servicer  under the Pooling and                      
      Servicing Agreement.                                               
                                                                         
   2. The undersigned is a Servicing Officer.                            
                                                                         
   3. The aggregate amount of Collections processed                      
      during the related Due Period was equal to .. $   102,541,516.42   
                                                                         
   4. The  aggregate  amount of  Class A  Principal                      
      Collections  processed by the Servicer during                      
      the related Due Period is equal to .......... $    70,428,302.80   
                                                                         
   5. The aggregate amount  of the Class A  Finance                      
      Charge  Collections processed by the Servicer                      
      during the related Due Period is equal to ... $     4,911,621.95   
                                                                         
   6. The sum of all amounts payable to the  Class A                     
      Certificateholders on the current Distribution                     
      Date is equal to ............................ $             0.00   
                                                                         
   7. The  aggregate  amount of  Class B  Principal                      
      Collections  processed by the Servicer during                      
      the related Due Period is equal to .......... $     7,045,706.08   
                                                                         
   8. The aggregate amount  of the Class B  Finance                      
      Charge  Collections processed by the Servicer                      
      during the related Due Period is equal to .. $        491,095.38   
                                                                         
   9. The  amount  of  drawings  under  the  Class B                     
      Credit Enhancement required to be made on  the                     


<PAGE>   10
      succeeding Drawing Date pursuant to                                
      (a)  Section 4.03(c)(i)(G) is equal to...... $              0.00   
      (b)  Section 4.03(c)(i)(H) is equal to...... $              0.00   
      (c)  Section 4.05 is equal to............... $              0.00   

                                                                         
  10. The sum of all amounts payable to the Class B                      
      Certificateholders on the current Distribution                     
      Date is equal to ........................... $              0.00   
                                                                         
  11. The total amount to be deposited in the Principal                  
      Funding Account on the related Distribution Date                   
      is equal to ................................ $     29,166,666.67   
                                                                         
  12. The total amount on deposit in the Principal                       
      Funding Account  (after giving effect to the                       
      deposit referred to in Item 11 above) will be                      
      equal to ................................... $    291,666,666.70   
                                                                         
  13. The total amount to be deposited in the Interest                   
      Funding Account on the related Distribution Date                   
      is equal to ................................ $      2,577,604.16   
                                                                         
  14. The total amount on deposit in the Interest                        
      Funding Account  (after giving effect to the                       
      deposit referred to in Item 13 above) will be                      
      equal to ................................... $     10,310,416.64   
                                                                         
  15. The Invested Amount as of the end of the current                   
      Distribution Date .......................... $    385,000,000.00   
                                                                         
      (a)  for the Class A Certificateholders will be                    
           equal to .............................. $    350,000,000.00   
                                                                         
      (b)  for the Class B Certificateholders will be                    
           equal to .............................. $     35,000,000.00   
                                                                         
  16. Attached hereto is a true copy of the statement                    
      required to be delivered by the Servicer on the                    
      date  of   this  Certificate  to  the   Trustee                    
      pursuant to section 5.02.                                          
                                                                         
                                                                         
     IN  WHITNESS  WHEREOF , the  undersigned  has  duly  executed  and  
and delivered  this  certificate this day of August 17, 1998             
                                                                         
                                                                         
                                                                         
                           GREENWOOD TRUST COMPANY, as Servicer          
                                                                         
                           By:
                               ------------------------------            
                           Title: Vice President, Chief                  
                           Accounting Officer & Treasurer                
                                                                         
                                                                         


<PAGE>   11
                       Greenwood Trust Company                            
                       Cash Collateral Account                            
                    Monthly Portfolio Status Report                       
                      Discover Card Trust 1991 D                          
<TABLE>
<CAPTION>
             Due Period Ending:              07/31/98                     
                                                                          
PORTFOLIO STATUS                             LOSSES & DELINQUENCIES       
                                                                          
                                        # of Accounts             Dollars 
<S>                                           <C>          <C>            
Ending Total Outstanding                      574,222      472,333,560.73 
                                                                          
Total Principal Outstanding                       n/a      465,464,168.60 
                                                                          
Total Finance Charge Outstanding                  n/a        6,869,392.13 
                                                                          
Aggregate Invested Amount                         n/a      385,000,000.00 
                                                                          
Aggregate Investor Interest                       n/a       93,333,333.30 
                                                                          
Delinquencies (90 days or greater)              2,266        8,832,017.67 
  % of Ending Total Outstanding                   n/a            1.869869%
                                                                          
Investor Net Charge Offs                          n/a          584,599.29 
Annualized % of Investor Interest                 n/a            5.726687%
                                                                          
Monthly Principal Payment Rate                    n/a           20.123119%
(Annualized % of Invested Amount)                                         
<CAPTION>                                                                 
                                                      PAYMENTS & YIELD    
<S>                                                         <C>           
Principal Payments                                                        
(Allocable to Investor Certificates)                        77,474,008.88 
                                                                          
Finance Charges, Annual Fees & Late Fees                                  
(Allocable to Investor Certificates)                         5,402,717.33 
                                                                          
Annualized Gross Yield to Investor                              16.839638%
(Annualized % of Invested Amount)                                         
</TABLE>                                                                  




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