PRUDENTIAL BANK & TRUST CO /GA/
8-K, 1996-11-14
ASSET-BACKED SECURITIES
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549


FORM 8-K

CURRENT REPORT

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

Date of Report      November 15,1996                              

  PBT MASTER CREDIT CARD TRUST II SERIES B          
(Exact name of registrant as specified in 
Department of the Treasury, Internal Revenue 
Service Form SS-4)

THE PRUDENTIAL BANK AND TRUST COMPANY
(Servicer of the Trust)
(Exact name as specified in Servicer's charter)

Georgia (State or other jurisiction of 
incorporation of of Master Servicer)
33-47311
(Commission File Number of Registrant)			
		
58-0513395
(IRS Employer Identification
Number of	Registrant)


One Ravinia Drive,  Suite 1000,  
Atlanta, Georgia 30346
(Address of principal executive offices of                   
(Zip Code)
Master Servicer)

Servicer's telephone number, including 
area code  
 770-604-7033



Item 5.	Other Events.

On or about November 15,1996, principal and 
interest in accordance with the 
Pooling and Servicing Agreement dated as of 
August 1, 1994 (the "Agreement"), among The 
Prudential Bank and Trust Company, as 
trustee (the "Trustee"), were distributed
 to holders ("Certificateholders") 
with the variable rate Credit Card 
Receivables Certificates evidencing 
undivided fractional interests in PBT Master 
Credit Card Trust II in accordance with 
the Agreement.  A copy of the monthly 
Certificateholders' Statement, as defined 
in the Agreement, was furnished to each 
Certificateholder in accordance with the 
Agreement.  A copy of the Monthly 
Certificateholders' Statement is being 
filed as Exhibit 99 to this Current Report 
on Form 8-K.		

Item 7(c).	Exhibits

Exhibit No.
99	Monthly Certificateholders Statement with 
respect to the November 15,1996 distribution. 	



SIGNATURES

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

	

Date:	November 15,1996

PBT MASTER CREDIT CARD TRUST II SERIES B
By: THE PRUDENTIAL BANK AND TRUST COMPANY, as Servicer


by:   				                     
Name:   Richard C. Keene
Title:	   Vice President



INDEX TO EXHIBITS

Exhibit No.				Description		Page

99			Monthly Certificateholders 		B-1
			Statement with respect to the 
			November 15,1996 distribution. 




EXHIBIT B






MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO THE TRUSTEE


THE PRUDENTIAL BANK AND TRUST COMPANY



PB&T MASTER CREDIT CARD TRUST II

SERIES 1994-B, CLASS I


The undersigned, a duly authorized representative of The
Prudential Bank and Trust Company ("PB&T"), as Servicer
pursuant to the Pooling and Servicing Agreement dated as of
August 1, 1994, the Series 1994-A Supplement dated as of
August 1, 1994, and the Series 1994-B Supplement dated
December 8, 1994 (collectively, the "Pooling and Servicing
Agreement") by and between PB&T and Bankers Trust as
trustee, (the "Trustee"), does hereby certify as follows:

A)	Capitalized terms used in this notice have their
respective meanings set forth in the Pooling and Servicing
Agreement; provided, that the "Preceding Monthly Period"
shall mean the Monthly Period immediately preceding the
calendar month in which this notice is delivered. 
References herein to certain sections and subsections are
references to the respective sections and subsections of the
Pooling and Servicing Agreement.  This notice is delivered
pursuant to Section 4.08 of the Pooling and Servicing
Agreement.

B)	PB&T is the Servicer under the Pooling and Servicing
Agreement.

C)	The undersigned is a Servicing Officer.

D)	The date of this notice is a Determination Date under
the Pooling and Servicing Agreement.


I.	INSTRUCTION TO MAKE A WITHDRAWAL

Pursuant to Section 4.08, the Servicer does hereby instruct
the Trustee (i) to make a withdrawal from the Series Finance
Charge Account on November 14, 1996 which date is a Transfer
Date under the Pooling and Servicing Agreement, in an
aggregate amount as set forth below in respect to the
following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.08:

A) 	Pursuant to subsection 4.08 (a): (1) Interest at the
Certificate Rate for the preceding Monthly Period on the
Investor Interest
 .......................					$1,901,511.67

(2) Deficiency Amounts
 ......................					$0.00

B)	Pursuant to subsection 4.08(b): (1) The Investor
Monthly Servicing Fees for the preceding Monthly Period
 ............					$683,333.33

(2) Accrued and unpaid Investor Monthly Servicing Fees
 ......................					$0.00

C)	Pursuant to subsection 4.08 (c): (1) The Operating Fee
Expense for the preceding Monthly
Period.....................					$21,183.33

(2) Accrued and unpaid Operating Fees
 ....					$0.00

D)	Pursuant to subsection 4.08 (d): (1) The Monthly
Enhancement Fee for the preceding Monthly
Period.....................					$15,534.44

(2) Accrued and unpaid Enhancement Fees
 ....					$0.00

E)	Pursuant to subsection 4.08 (e): (1) The Program Fee
for the preceding Monthly
Period.....................					$86,816.94

(2) Accrued and unpaid Program Fees
 ...................					$0.00

F)	Pursuant to subsection 4.08 (f):

Aggregate Investor Default Amount for the preceding Monthly
Period ................					$3,479,207.73

G)	Pursuant to subsection 4.08 (g):

Unreimbursed Investor Chargeoffs
 ............					$0.00

H)	Pursuant to subsection 4.08(h):

(1) Pay to the LOC Issuer for application in accordance with
the Reimbursement
Agreement.................					$1,950,544.12

Total
 .......................................					$1,950,544.12



B-2 Pursuant to Section 4.10, during an Amortization Period,
the Servicer does hereby instruct the Trustee (i) to make a
withdrawal from the Series Principal Account on 11/14/96,
which is a Transfer Date under the Pooling and Servicing
Agreement, in an aggregate amount as set forth below in
respect of the following amounts and (ii) to apply the
proceeds of such withdrawal in accordance with Section 4.10:

A)	During General Amortization Period: (1) Monthly Total
Percentage Allocation for preceding Monthly Period
 ................					$0.00

(2)  Available Shared Principal Receivable from other
Principal Sharing Series in Group
One....................					$0.00

II.	NOTIFICATION TO MAKE WITHDRAWALS FROM THE CASH
COLLATERAL ACCOUNT

Pursuant to Section 4.11 and subsection 4.11(c), the
Servicer hereby notifies the Trustee to make withdrawals on
11/14/96, the Transfer date of the current calendar month,
from the Cash Collateral Account in an aggregate amount as
set forth in C. below and to deposit such amount in the
Finance Charge Account:

A.	(i) The applicable Investor Percentages of Collections
of Finance Charge Receivables, (ii) amounts deposited with
respect to Cardholder Fees, Recoveries, Discount Option
Receivables, Ineligible Finance Charge Receivables and
Interchange and (iii) interest on amounts in collection
accounts, allocated to the Series Finance Charge Account for
the preceding Monthly Period
 ........................						$8,138,131.56






B-3

B.	The sum of (a) Certificate Interest accrued during the
preceding Monthly Period (plus any past due Certificate
Interest), plus (b) the Investor Monthly Servicing Fee for
the preceding Monthly Period (plus any past due Investor
Monthly Servicing Fee), plus (c) the Operating Fee Expense
(plus any past due Operating Fee Expense), plus (d) the
Monthly Enhancement Fee (plus any past due Monthly
Enhancement Fee), plus (e) the Program Fee (plus any past
due Program Fees), plus (f) the Aggregate Investor Default
Amount, if any, for the preceding Monthly Period
 ..................................						$6,187,587.44

C.	The excess, if any, of B over A (the "Total Withdrawal
Amount") ............................						$0.00

D.	The
excess, if any, of A over B (the Excess Deposits due to
Seller)
 .........................						$1,950,544.12


III.	ACCRUED AND UNPAID AMOUNTS

After giving effect to the withdrawals and transfers to be
made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly
Periods preceding the current calendar month:


A)	Subsection 4.08 (a): The aggregate amount of all
Deficiency Amounts
 .....................................					$0.00

B)	Subsection 4.08 (b): The aggregate amount of all
accrued and unpaid Investor Monthly Servicing Fees
 ......					$0.00

C)	Subsection 4.08 (c): The aggregate amount of all
accrued and unpaid Operating Fee
Expenses..........................					$0.00





B-4 D)	Subsection 4.08 (d): The aggregate amount of all
accrued and Monthly Enhancement
Fees.................					$0.00

E)	Subsection 4.08 (e): The aggregate amount of all
accrued and unpaid Program
Fees....................					$0.00

F)	Subsection 4.08 (f): The aggregate amount of all
unreimbursed Investor
Chargeoffs....................					$0.00





IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 8th day of November, 1996.


THE PRUDENTIAL BANK AND TRUST COMPANY, Servicer


By: Name:   Tom Mason Title:  Senior Vice President





B-5



EXHIBIT C




FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT


SERIES 1994-B, CLASS I

THE PRUDENTIAL BANK & TRUST COMPANY


PB&T MASTER CREDIT CARD TRUST II



Under Section 5.02 of the Pooling and Servicing Agreement
dated as of August 1, 1994 and the Series 1994-A Supplement
dated August 1, 1994 and the Series 1994-B Supplement dated
December 8, 1994 (collectively, the "Pooling and Servicing
Agreement") by and between The Prudential Bank & Trust
Company ("PB&T") and Bankers Trust, as trustee (the
"Trustee"), PB&T, as Servicer, is required to prepare
certain information each month regarding current
distributions to Series 1994-B Certificateholders and the
performance of the PB&T Master Credit Card Trust (the
"Trust") during the previous month.  The information which
is required to be prepared with respect to the Distribution
Date of 11/15/96 and with respect to the performance of the
Trust during the month of October is set forth below.
Certain information is presented on the basis of an amount
of $1,000 per series 1994-B Certificate (a "Certificate"). 
Certain other information is presented based on the
aggregate amounts for the Trust as a whole.  Capitalized
terms used in this Statement have their respective meanings
set forth in the Pooling and Servicing Agreement.

A.	Information Regarding the Current Monthly Distribution
(Stated on the basis of $1,000 Original Certificate
Principal Amount.)

1.	The total amount of the distribution to
Certificateholders on 11/15/96, per $1,000 original
certificate principal amount
 ......................................$4.64

2.	The amount of the distribution set forth in paragraph
1 above in respect of interest on the Certificates, per
$1,000 original certificate principal amount
 ................					$4.64

3.	The amount of the distribution set forth in paragraph
1 above in respect of principal of the Certificate, per
$1,000 original certificate principal amount
 ................					$0.00


B.	Information Regarding the Performance of the Trust

1.	Collection of Principal Receivables

The aggregate amount of Collections on Principal Receivables
processed during the month of October, 1996 which were
allocated in respect of the Certificates
 ..............					$35,285,981.27

2.	Deficit Controlled Amortization
Amount					$0.00

3.	Principal Receivables in the Trust

(a)	As of the end of the last day of October, 1996 [the
prior month] (distribution on the next Distribution Date
will be allocated based upon the amounts set forth below):

(1) The aggregate amount of Principal Receivables in the
Trust (which reflects the Principal Receivables represented
by the Seller Interest and by the Aggregate Investor
Interests)
 .........................$957,342,488.30

(2) The amount of Principal Receivables in the Trust
represented by the Investor Interest of Series
1994-B.					$410,000,000.00

(3) The Investor Interest of Series 1994-B set forth in
paragraph 3 (a) (2) above as a percentage of the aggregate
amount of Principal Receivables set forth in paragraph 3 (a)
(1) above
 .............................42.83%

(b)	As of the end of the last day of September, 1996
(distributions on this Distribution Date have been allocated
based upon the amounts set forth below):

(1) The aggregate amount of Principal Receivables in the
Trust (which reflects the Principal Receivables represented
by the Seller Interest and by the Aggregate Investor
Interests)
 .........................$919,758,770.30

(2) The amount of Principal Receivables in the Trust
represented by the Investor Interest of Series 1994-B
 ............................$410,000,000.00

(3) The
Investor Interest of Series 1994-B set forth in paragraph 3
(a) (2) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph 3 (a) (1) above
 .............................44.58%

C-2 4.	Delinquent Balances

The aggregate amount of outstanding balances in Accounts
which were delinquent as of the end of the day on:
			10/31/96

Receivables (a) 31 - 60
days:..............				$20,743,915.36 		2.17%

(b) 61
- - 90 days: .............				$15,328,401.57
		1.60%

(c) 91 - 120 days: ............				$11,752,620.10
		1.23%

(d) 121 - 150 days: ...........				$11,003,797.62
		1.15%

(e) 151 - 180 days: ...........				$9,952,800.76
		1.04%

(f) 181 - 190 days: ...........				$9,654,934.13
		1.01%

Total:		$78,436,469.54 		8.19%

5.	Investor Default Amount

The aggregate amount of all defaulted Principal Receivables
written off as uncollectible during the month of October,
1996 allocable to the Investor Interest for Series 1994-B
(the "Aggregate Investor Default Amount")
 ............................					$3,479,207.73

6.	Investor Charge Offs

(a) The excess of the Aggregate Investor Default Amount set
forth in paragraph 5 above, over the amount of the
withdrawals from the Cash Collateral Account made to
reimburse the Trust for such amount written off (an
"Investor Charge Off") ..............					$0.00

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

(c) The aggregate amount of Investor Charge Offs reimbursed
on the Transfer Data immediately preceding such Distribution
Data
 ........................................$0.00

(d)
The amount of the reimbursed Investor Charge Offs set forth
in paragraph 6 (c) above, per $1,000 original certificate
principal amount
 ............................$0.00

C-3 7.	Investor Servicing Fee

The amount of the Investor Monthly Servicing Fee payable by
the Trust to the Servicer for the month of  October, 1996
 ..............					$683,333.33

8.	Available Cash Collateral Amount

The amount available to be withdrawn from the Cash
Collateral Account as of the close of business on 11/14/96
(the "Transfer Date"), after giving effect to all with-
drawals, deposits and payments to be made in respect of the
preceding months .............$16,114,788.60

The
Required Cash Collateral Amount on the Transfer Date
 ...............................$26,650,000.00

9.	Available LOC Amount

The available LOC amount as of the close of business on
11/14/96 (the "Transfer
Date").....................................$32,800,000.00

9.A	The Required Enhancement Amount on the Transfer Date
 ...............................					$59,450,000.00

10.	Deficit Controlled Amortization Amount

With respect to the next succeeding Monthly Period, the
amount, if any, by which the Controlled Distribution Amount
exceeds the Monthly Total Percentage Allocation, deter-
mined as of the last day of the preceding month
 .......................................					$0.00


C.	The Pool Factor

The Pool Factor for the  Record Date 06-30-96 (which
represents the ratio of the amount of the Investor Interest
for Series 1994-B as of such Record Date (adjusted after
taking into account any reduction in the Investor Interest
which will occur on the following Distribution Date) to the
Initial Investor Interest for Series 1994-B).  The amount of
a Certificate- holder's pro rata share of the Investor
Interest for Series 1994-B can be determined by multiplying
the original denomination by the Pool Factor
 .............................1.0000000





C-4

D.	Other Information

Currently Effective Fixed Rate Receivable
Percentage....................................50.00%

Interest Rate Cap Amount for the Transfer Date immediately
preceeding the Distribution
Date................					$205,000,000.00

Portfolio
Yield..........................13.64%

Base
Rate.....................................7.93%

Excess Spread Percentage for the prior Monthly
Period.................................5.85%

Currently Effective Three Month Average Excess Spread
Percentage........................................6.16%







THE PRUDENTIAL BANK AND TRUST COMPANY, Servicer


By: Name:   Tom Mason Title:  Senior Vice President


C-5


Schedule - to Monthly Servicer's Certificate with respect to
the Series 1994-B Certificates


THE PRUDENTIAL BANK & TRUST COMPANY
___________________________________________________

PB&T MASTER CREDIT CARD TRUST II, SERIES 1994-B, CLASS I
___________________________________________________

1.	The aggregate amount of the Investor Percentage of
Collections of Principal Receivables processed by the
Servicer pursuant to Section 4.06 during the preceding
Monthly Period was equal to
 .......						$35,285,981.27

2.	The aggregate amount of the Investor Percentage of
Collections of Finance Charge Receivables (including amount
deposited with respect to Interchange and the Investor
Percentage of Recoveries) processed by the Servicer during
the preceding Monthly Period was equal to
 .......						$5,642,166.60

a.	The aggregate amount of the Investor Percentage of
Collections of Finance Charge Receivables (excluding amount
deposited with respect to Interchange and the Investor
Percentage of Recoveries) processed by the Servicer pursuant
to Section 4.06 during the preceding Monthly Period was
equal to
 .............................						$5,138,953.29

b.	The
aggregate amount of Interchange to be deposited in the
Series Finance Charge Account with respect to the Series
1994-B Certificates (pursuant to Section 3 (c) of the Series
1994-B Supplement) on the Transfer Date of the current
calendar month is equal to
 ......................						$341,690.38

c.	The aggregate amount of Investor Percentage of
Recoveries deposited in the Series Finance Charge Account
with respect to the preceding Monthly Period was equal to
 .....................						$161,522.93

3.	The aggregate amount of Investor Percentage of amounts
with respect to Cardholder Fees deposited into the Series
Finance Charge Account on or before the Transfer Date during
the current Monthly Period with respect to the prior Monthly
Period is equal to
 ................						$271,155.27

4.	The aggregate amount of Investor Percentage of amounts
with respect to Ineligible Finance Charge Receivables
deposited into the Series Finance Charge Account on or
before the Transfer Date during the current Monthly Period
with respect to the prior Monthly Period is equal to
 ........................................$0.00

5.	The aggregate amount of Investor Percentage of amounts
with respect to Discount Option Receivables deposited into
the Series Finance Charge Account on or before the Transfer
Date during the current Monthly Period with respect to the
prior Monthly Period is equal to
 .........						$2,224,809.69

6.	The aggregate amount of funds deposited into the
Seller's Account in connection with Credit Adjustments and
Ineligible Principal Receivables with respect to the
previous Monthly Period is equal for
 ......................						$0.00

7.	The aggregate amount of funds on deposit in the Series
Finance Charge Account allocable to the Series 1994-B
Certificates with respect to Collections processed as of the
end of the last day of the preceding Monthly Period was
equal to
 ..............................................	$8,138,131.56

8.	The aggregate amount of funds on deposit in the Series
Principal Account allocable to the Series 1994-B
Certificates with respect to Collections processed as of the
last day of the preceding Monthly Period was equal to
 ...........						$0.00

9.	The aggregate amount of funds on deposit in the
Seller's Account allocable to the Series 1994-B Certificates
as of the Transfer Date is equal to
 ..............................................$0.00

10.	The Total Withdrawal Amount required to be made from
the Cash Collateral Account pursuant to Section 4.08 on the
Transfer Date in the current calendar month is equal to
 ..............						$0.00


11.	The aggregate amount to be withdrawn from the Series
Finance Charge Account and paid in accordance with the Loan
Agreement pursuant to subsection 4.08 (h) on the Transfer
Date on the current calendar month is equal to
 ..........						$1,950,544.12


12.	The Cash Collateral Account Surplus on the Transfer
Date in the Current calendar month is equal to
 ........................................$0.00

S-2 13.	The aggregate amount to be withdrawn from the
Cash Collateral Account and to be paid in accordance with
the Reimbursement Agreement on the Transfer Date on the
current calendar month is equal to
 ........................................$0.00

14.	The Available Cash Collateral Amount on the Transfer
Date of the current calendar month, after giving effect to
the deposits and withdrawals specified above, is equal to
 ........						$16,114,788.60

15.	The amount of interest payable to the Series 1994-B
Certificateholders on the Distribution Date in the current
calendar month is equal to
 ..............................................$1,901,511.67

16.	The amount of principal payable to the Series 1994-B
Certificateholders on the Distribution Date in the current
calendar month is equal to
 ..............................................$0.00

17.	The sum of all amounts payable to the Series 1994-B
Certificateholders on the Distribution Date in the current
calendar month is equal to
 ..............................................$1,901,511.67

18.	To the knowledge of the undersigned, no Series 1994-B
Pay Out event or Trust Pay Out Event has occurred except as
described below:

None



IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 8th day of November, 1996.




THE PRUDENTIAL BANK AND TRUST COMPANY, Servicer


By: Name:   Tom Mason Title:  Senior Vice President



EXHIBIT A to Reimbursement Agreement

MONTHLY PAYMENT CERTIFICATE

PRUDENTIAL BANK AND TRUST COMPANY

PBT&T MASTER CREDIT CARD TRUST SERIES 1994-B, CLASS I

The undersigned is a duly authorized representative of The
Prudential Bank & Trust Company ("PB&T"), as Servicer under
the Reimbursement Agreement dated as of December 8, 1994.
among Bankers Trust, as Trustee (the "Trustee"), PB&T,
Canadian Imperial Bank of Commerce as Agent (the "Agent")
and State Street Bank and Trust Company as initial bank (the
"Bank" and, as collectively with the Assignees, the "Banks")
does hereby certify as follows:

(a)	Capitalized terms used in this certificate have the
respective meanings set forth in the Reimbursement
Agreement, and references herein to certain sections and
subsections are references to the respective sections and
subsections of the Reimbursement Agreement.

(b)	PB&T is the Servicer under the Reimbursement
Agreement.

(c)	The undersigned is duly authorized by PB&T, as
Servicer, to instruct the Trustee to make the payments
designated herein.

(d)	The total amount of Available Funds and Earnings
equals:				$1,998,072.48


I.	Fees, Expenses and Other Amounts.

Pursuant to the Reimbursement Agreement, the Servicer hereby
directs the Trustee to make the following payments to the
Bank for application to the Banks out of the total amount of
Available Funds and Earnings (see (d) above):

(1)	Amounts payable to the Banks under Reimbursement
Agreement. Section 2A.

(A)	Interest and principal on L/C draws			$0.00

(B)	Unpaid Monthly L/C Fee			$0.00

(C)	Cash Collateral Account Deficiencies

(D)	Other Amounts owed the L/C
Bank			$1,996,552.70

(E)	L/C Commitment Fee			$1,519.78

(F)	Total amount payable (A + B + C + D +
E)			$1,998,072.48


(6)	Remaining Available Funds and Earnings ((d) -
(I.F))			$0.00



II.	Finance Charge Shortfall Amounts

(1)	Available Funds and Earnings to support other Finance
Charge Sharing Series in Group One.				$0.00

(2)	Finance Charge Shortfalls in other Finance Charge
Sharing Series in Group One.				N/A

(3)	If a Finance Charge Shortfall exists in 1994-B,
Available Funds and Earnings from other Finance Charge
Sharing Series				N/A

(4)	Allocable Finance Charge
Percentage				100%

(5)	Remaining Available Funds and
Earnings				$0.00


III.	Principal Shortfall Amounts

(1)	Available Funds and Earnings to support other
Principal Sharing Series in Group One.				$0.00

(2)	Princicpal Shortfalls in other Principal Sharing
Series in Group One.				N/A

(3)	If a Principal Shortfall exists in 1994-B, Available
Funds and Earnings from other Principal Sharing
Series				N/A

(4)	Allocable Principal Shortfall
Percentage				100%

(5)	Remaining Available Funds and
Earnings				$0.00


IV.	Remaining Amount

(1)	Remaining Available Funds and Earnings payable to
PB&T

(see (II) (4))				$0.00



THE PRUDENTIAL BANK AND TRUST COMPANY, Servicer


By: Name:  Tom Mason Title:  Senior Vice President




The Prudential Bank and Trust Company


For Monthly Period ended:                    
 			10/31/96

Interest Period (# of days):   		31

Date of this Report: 			11/8/96

Period (Revolving, Controlled Amortization or Rapid
Amortization):            Revolving                    


A.	Excess Spread Calculation (per Reimbursement
Agreement):

1	Collections of Finance Charge Receivables
(excluding					$5,138,953.29 Interchange and
Recoveries) (Schedule to the Monthly Servicer's Certificate
2.a.)

2	Cardholder Fees (Schedule to the Monthly
Servicer's					$271,155.27 Certificate 3.)

3	Ineligible Finance Charge Receivables
(Schedule					$0.00 to the Monthly Servicer
Certificate 4.)

4	Discount Option Receivables (Schedule to
the					$2,224,809.69 Monthly Servicer
Certificate 5.)

5	Interchange (Schedule to the Monthly
Servicer					$341,690.38 Certificate 2.b.)

6	Recoveries (Schedule to the Monthly
Servicer					$161,522.93 Certificate 2.c.)

6.A	Interest Rate Cap Amounts
Payable					$0.00

6.B	Finance Charge Inflow					$0.00

6.C	Earnings on Cash Collateral
Account					$47,528.36

7	Sum of all spread components (A1 + A2 + A3 + A4
+					$8,185,659.92 A5 + A6 + A6.A + A.6B
+A.6C)



8	Certificate Interest to be paid on
Distribution					$1,901,511.67 Date (Schedule
to the Monthly Servicer Certificate 17.)

9	Investor Monthly Servicing Fee (Monthly
Certificate-					$683,333.33 holders'
Statement 7.)

10	Operating Expense Fee (Monthly Payment
Instructions					$21,183.33 and Notification
C(1))

11	Monthly Enhancement Fee (Monthly Payment
Instructions					$15,534.44 and Notification
D(1))

12	Program Fee (Monthly Payment
Instructions					$86,816.94 and Notification
E(1))

13	Aggregate Investor Default Amount
(Monthly					$3,479,207.73 Certificate holders' Statement
B.5)

14	Reimbursement of Investor Charge Offs
(Monthly					$0.00 Certificate holders'
Statement B.6.c.)

16	Sum of all expenses (A8 + A9 + A10 + A11 + A12
+					$6,187,587.44 A13 + A14 )

17	Excess spread (A7 - A16)					$1,998,072.48

18	Excess
spread Percentage for Monthly Period	5.85% (A17/B1 *12)

B.	Spread Account Cap

1	Investor Interest on the first day of the Monthly
Period					$410,000,000.00

2	Investor Interest on the last day of the Monthly
Period					$410,000,000.00

3	Average Excess Spread Percentage for three
preceding					6.16% Monthly Periods

4	Average Excess Spread Percentage for twelve
preceding					4.70% Monthly Periods

5	Spread Account Cap for preceding Monthly
Period					$26,650,000.00

6	Spread Account Trigger

Upward Trigger (Monthly): a)	If  B3 <= 3.0% but B3 >=
2.25%, then B7 = 14,350,000

b)	If  B3 <= 2.25% but B3 >= 2.00%, then B7 = 22,550,000

c)	If B3 < 2.00%, then B7 = $23,575,000

7	Applicable Spread Account Cap for next
succeeding					$26,650,000.00 Transfer Date
(B6a, B6b,B6c if applicable, otherwise B5)

8	Required Cash Collateral
Amount					$26,650,000.00

a)	if Payout Commencement Date (the greater of  9.0% * B2
and 2% B1)

9	Cash Collateral Amount as of the last Transfer
Date					$16,114,788.60

10	Cash Collateral Amount on the next succeeding Transfer
Date					$16,114,788.60

11	Seller's Collateral Account
Deficiency					$10,535,211.40

12	Stated Amount of LOC					$32,800,000.00

13	Maximun LOC Amount					$39,912,641.66

14	Less Drawings					$0.00

15	Unutilized LOC amount as of the last
Transfer					$7,112,641.66 Date

C.	Calculation of Minimum Seller Interest

1	Minimum Aggregate Principal
Receivables					$905,263,520.00 (105.2632% *
aggregate Initial Investor Interest)

2	Minimum Seller Interest (5.00% *
C1)					$45,263,176.00

3	Lowest Average Seller Interest for any thirty-day
					$60,430,417.09 period during the preceding Monthly
Period (computed  on the Schedule 1 to Exhibit B)

4	Breach of Minimum Seller Interest during the
					No preceding Monthly Period ("Yes" or
"No")

5	Deficiency in Minimum Seller Interest (C2 -
C3)					0.00


C.	Remaining Amount

L/C Commitment Fee				 	$1,519.78

Remaining Available Funds and
Earnings					$1,996,552.70





3 Month Avg.	12 Month Avg. Reporting		Excess
Spread	Excess Spread	Excess Spread Period	Excess
Spread	Percentage	Percentage	Percentage

Dec-94	107,254.16	2.93% Jan-95	398,503.15	5.98%
Feb-95	293,549.94	4.40%	4.00%
Mar-95	299,327.95	4.49%	4.96%	4.12%
Apr-95	173,990.37	2.61%	3.83%	3.82%
May-95	399,235.18	5.99%	4.36%	4.18%
Jun-95	120,313.93	1.80%	3.47%	3.84%
Jul-95	928,981.55	5.31%	4.37%
Aug-95	771,546.27	4.41%	3.84%
Sep-95	703,085.57	4.02%	4.58%
Oct-95	814,046.87	4.65%	4.36%
Nov-95	823,396.74	4.71%	4.46%	4.27%
Dec-95	642,612.04	3.67%	4.34%	4.34%
Jan-96	1,262,587.44	3.70%	4.02%	4.15%
Feb-96	754,306.68	2.21%	3.19%	3.96%
Mar-96	1,273,018.45	3.73%	3.21%	3.90%
Apr-96	867,025.68	2.54%	2.82%	3.89%
May-96	2,601,466.36	7.61%	4.63%	4.03%
Jun-96	1,378,830.88	4.04%	4.73%	4.22%
Jul-96	1,955,716.11	5.72%	5.79%	4.25%
Aug-96	2,206,213.01	6.46%	5.41%	4.42%
Sep-96	2,108,114.27	6.17%	6.12%	4.60%
Oct-96	1,998,072.48	5.85%	6.16%	4.70% 0.00%	4.01%
0.00%	1.95%







						
						
						
						
						
						
						
		
		
		
		
		
		
		
		
		
		
		
								
							
							
							
							
							
							
							
							
							
							
							
							
							
							
							



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