FIRESTONE RETAIL CREDIT CORP
8-K, 1997-10-07
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 (date of earliest event reported)
                                October 1, 1997


 BRIDGESTONE/FIRESTONE MASTER TRUST.
 (Exact name of registrant as specified in charter)


MASSACHUSSETS                    333-07185            13-3205598
(State or other                (Commission File    (IRS Employer Identification
jurisdiction of                 Number)              Number)
incorporation)

C/O JH MANAGEMENT CORPORATION, ONE INTERNATIONAL PLACE, SUITE 520,
BOSTON, MASSACHUSETTS                               02110-2624
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code  (617) 951-7690


                         NOT APPLICABLE
(Former name or former address, if changed since last report.)

<PAGE>

 Item 5.                   Other Events

     This Current Report on Form 8-K is being filed to file a copy of the
Certificateholders Statements relating to the Collection Period ending September
18, 1997.

          Capitalized terms not defined herein have the meanings assigned in the
Amended Pooling and Servicing Agreement dated as of November 1, 1996 as
supplemented by the Series Supplements thereto, among Bridgestone/Firestone,
Inc., Firestone Retail Credit Corporation and The Fuji Bank and Trust Company,
which was previously filed as an exhibit to Registration Statement No.
333-07185.


 Item 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
              EXHIBITS.

         (c)  Exhibits

         EXHIBIT NO.

         19.1     Certificateholders Statements

<PAGE>

                                   SIGNATURES

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


                       BRIDGESTONE/FIRESTONE MASTER TRUST
                                  (Registrant)

                       By:  Bridgestone/Firestone, Inc., on behalf
                            of Bridgestone/Firestone Master Trust


Date: October 6, 1997      By:/s/ Christine Karbowiak
                           Name:  Christine Karbowiak
                           Title: Assistant Secretary

<PAGE>
 EXHIBIT INDEX


EXHIBIT NUMBER                      DESCRIPTION
19.1                                Certificateholders Statements

<PAGE>

<TABLE>
<CAPTION>

                     Form of Monthly Servicer's Certificate
                         "Bridgestone/Firestone, Inc."

Bridgestone/Firestone Master Trust

<S>                                                                                           <C>

     The undersigned, duly authorized representative of Bridgestone/Firestone,
         Inc. ("Bridgestone/Firestone"), as Servicer pursuant to the Pooling
         and Servicing Agreement as amended and restated through November 1,
         1996 (the "Agreement"), as supplement by the Series Supplements, among
         Bridgestone/Firestone, Firestone Retail Credit Corporation, as 
         Transferor, and The Fuji Bank and Trust Company, as Trustee, does
         hereby certify the information set forth below:

     1.  Capitalized terms in this Certificate have their respective meaning as
         set forth in the Agreement or Series Supplement as applicable; provided
         that the "related Collection Period" shall mean the Collection Period
         in the calendar month in which this Certificate is delivered. This
         certificate is delivered pursuant to subsection 30.4(b) of the
         Agreement. References herein to certain sections and subsections are
         references to the respective sections and subsections in the Agreement.

2.      Bridgestone/Firestone is the Servicer under the Agreement.

3.      The undersigned is a Servicing Officer.

4.      This Certificate relates to the Distribution Date occurring on
        October 1, 1997, and the related Collection Period from August 19, 1997
        through September 18, 1997.

A.      Information regarding the Bridgestone/Firestone Master Trust

1.      Aggregate Receivables as of the end of the related Collection Period:                         383,094,027.15

2.      Aggregate Invested Amount as of the end of the related Collection Period:                     372,050,492.66

3.      (a)     Transferor Amount as of the end of the related Collection Period (*):                   7,212,594.22
        (b)     B/F Amount as of the end of the related Collection Period:                              3,830,940.27
        (c)     Transferor Available Letter of Credit Amount for related Collection Period:            15,000,000.00
        (d)     "Sum of (a), (b), and (c)                                                              26,043,534.49

4.      Item 3(d) as percentage of Item 2:                                                                    7.00%

5.      B/F Percentage as of the end of the related Collection Period:                                        1.00%

     *   Includes Subordinated amounts for the Series, as determined for the
         related Collection Period of August 19, 1997, to September 18, 1997:

        Transferor Amount:                                                                               7,212,594.22
        -       Non-Subordinated                                                                         7,212,594.22
        -       Subordinated 1992-B                                                                              0.00

B.  Information regarding performance of the Bridgestone/Firestone Master
         Trust Receivable Pool

     1.  The Outstanding Receivable balance as of the beginning of the related
         Collection Period was equal to:                                                               392,916,332.80

     2.  The aggregate amount of billed periodic Finance Charges for the related
         Collection Period was equal to:                                                                 6,412,409.06

     3.  (a) The aggregate amount of Collections, exclusive of Recoveries and
         Merchant Fees, for the related Collection Period was equal to:                                 53,612,428.29

        (b)     Recoveries for the related Collection Period was equal to:                                 719,480.40

        (c)     Merchant Fees for the related Collection Period was equal to:                              350,000.00

     (c) The aggregate balance of Collections for the related Collection Period
         was equal to:                                                                                  54,681,908.69

     4.  The aggregate amount of Principal Collections for the related
         Collection Period was equal to:                                                                46,340,227.59

     5.  The aggregate amount of Finance Charge Collections for the related
         Collection Period was equal to:                                                                 8,341,681.10

     6.  The aggregate amount of receivables for all Accounts which became
         Defaulted Receivables during the related Collection Period was equal
         to:                                                                                             3,914,161.34

     7.  The aggregate amount of Eligible Receivables arising under Accounts in
         the related Collection Period was equal to:                                                    48,286,567.47

     8.  The aggregate amount of adjustments to Receivables in the related
         Collection Period was equal to:                                                                   582,283.49

     9.  The outstanding Receivable balance as of the end of the related
         Collection Period was equal to (Items 1+2-3(a)-6+7-8):                                        389,506,436.21

     10. Delinquent Balances: The aggregate amounts of outstanding balances in
         the Accounts that were delinquent as of such Accounts' cycle billing
         dates occurring during the related Collection Period:

          (a) 1-30 Days                                                                                 50,232,247.90
          (b) 31-60 Days                                                                                16,310,233.75
          (c) 61-90 Days                                                                                 8,477,065.63
          (d) 91-120 Days                                                                                5,857,870.01
          (e) 121-150 Days                                                                               4,467,793.51
          (f) 151-180 Days                                                                               3,670,401.41
    Total                                                                                               89,015,612.21

A.   Information regarding Bridgestone/Firestone Master Trust Series 1996-1
     Allocation Percentages

1        Floating Allocation Percentages:
         Defaulted Receivables/Principal Collections -
           Class A                                                                                             51.74%
           Class B                                                                                              7.30%
           Collateral Interest                                                                                  2.59%
           Subordinated Transferor Amount                                                                       4.71%

         Finance Charge Collections -
           Class A                                                                                             52.75%
           Class B                                                                                              7.44%
           Collateral Interest                                                                                  2.64%
           Subordinated Transferor Amount                                                                       4.80%

2.       Fixed Allocation Percentages:                                                                           N/A

3.       The amount of Finance Charge Collections allocable to Series 1996-1
         (Floating Allocation Percentage, times Finance Charge Collections):
           Class A                                                                                       4,400,578.53
           Class B                                                                                         620,594.43
           Collateral Interest                                                                             220,028.93
           Subordinated Transferor Amount                                                                  400,565.50

4.       The amount of Defaulted Receivables ("Investor Default Amount") allocable to
         Series 1996-1 (Floating Allocation Percentage, times Defaulted Receivables):
           Class A                                                                                       2,025,334.78
           Class B                                                                                         285,624.14
           Collateral Interest                                                                             101,266.74
           Subordinated Transferor Amount                                                                  184,357.41

5.       The amount of Principal collections allocable to Series 1996-1:
         (a)  During the Revolving Period (Floating Allocation Percentage, times
              Principal Collections):
              Class A                                                                                   23,978,182.47
              Class B                                                                                    3,381,538.65
              Collateral Interest                                                                        1,198,909.12
              Subordinated Transferor Amount                                                             2,182,629.53
         (b)  During the Controlled Amortization or any Rapid Amortization
              Period (fixed Allocation Percentage, times Principal Collections):                                 N/A

B.   Information regarding the application of funds for the Series 1996-1
     Certificates, pursuant to Section 4.07 of the Series Supplement:

1.       Amounts applicable to Class A:
                  Class A Monthly Interest                                                               1,028,333.33
                  Class A Investor Default Amount                                                        2,025,334.78
                  Class A Monthly Servicing Fee                                                            333,333.33
                  Reimbursement of Class A Investor Charge-Offs                                               N/A

2.       Amounts applicable to Class B:
                  Class B Monthly Interest                                                                 152,542.74
                  Class B Investor Default Amount                                                          285,624.14
                  Class B Monthly Servicing Fee                                                             47,008.55
                  Reimbursement of Class B Investor Charge-Offs                                                N/A

3.       Amounts applicable to Collateral Interest:
                  Collateral Interest Monthly Interest                                                      48,031,25
                  Collateral Interest Investor Default Amount                                              101,266.74
                  Collateral Interest Monthly Servicing Fee                                                 16,666.67
                  Reimbursement of Collateral Interest Investor Charge-Offs                                    N/A

4.       Amounts applicable to Subordinated Transferor Amount:                                                         
                  Subordinated Transferor Investor Default Amount                                          184,357.41
                  Subordinated Transferor Monthly Servicing Fee                                             30,341.88
                  Reimbursement of Subordinated Transferor Investor Charge-Offs                                N/A

5.       Excess Finance Charge Collection applicable to:
                  Class A                                                                                1,013,577.09
                  Class B                                                                                  135,419.00
                  Collateral Interest                                                                       54,064.27
                  Subordinated Transferor Amount                                                           185,866.21

6.       Required Amount:                                                                                      N/A

7.       Reallocated Principal Collections                                                                     N/A

C.       Information on the application of Principal Collections deposited to the
         Collection Accounted for Series 1996-1 Certificates:

1.       Controlled Amortization due on Distribution Date:                                                     N/A

2.       Monthly Principal deposited to the Collection Account for distribution to                             N/A
         Certificateholders:

3.       Deficit Controlled Amortization Amount                                                                N/A

D.       Information on the application of Finance Charge Collections deposited to
         the Collection Account for Series 1996-1 Monthly Interest.

1.       Monthly Interest due on Distribution Date:
                  Class A                                                                                1,028,333.33
                  Class B                                                                                  152,542.74
                  Collateral Interest                                                                       48,031.25

2.       Monthly Interest deposited to the Collection Account on Distribution Date:
                  Class A                                                                                1,028,333.33
                  Class B                                                                                  152,542.74
                  Collateral Interest                                                                       48,031.25

E.       Information regarding Series 1996-1 Accrued and Unpaid Amounts

1.       The amount of Monthly Interest previously due but not paid on a prior                                    N/A
         Distribution Date:

2.       The amount of Additional Interest due on the current Distribution Date:                                  N/A

3.       The amount of Additional Interest previously due but not paid on a prior                                 N/A
         Distribution Date:

F.       Information Regarding Series 1996-1 Certificate Balances, Invested Amounts,
         and Investor Charge Offs:

1.       Certificate balances:
                  Class A Certificate balance                                                          200,000,000.00
                  Class B Certificate balance                                                           28,205,129.00
                  Collateral Interest Certificate balance                                               10,000,000.00
                  Subordinated Transferor Certificate balance                                           18,205,129.00

2.       Invested Amounts:
                  Class A Invested Amount                                                              200,000,000.00
                  Class B Invested Amount                                                               28,205,129.00
                  Collateral Interest Invested Amount                                                   10,000,000.00
                  Subordinated Transferor Invested Amount                                               18,205,129.00

3.       Investor Charge Offs for the preceding Collection Period:                                            N/A

4.       Unreimbursed Investor Charge Offs                                                                    N/A

G.       Information Regarding the Current Distribution to Certificateholders
         ("Payment Date Statement")

1.       Detail of Class A distributions:
                  Total Class A distributions                                                            1,028,333.33
                  Class A interest distributions                                                         1,028,333.33
                  Class A principal distributions                                                             N/A
                  Total Class A distributions per $1000 original amount Class A                             5.1416667
                  Certificate
                  Class A interest distributions per $1000 original amount Class A                          5.1416667
                  Certificate
                  Class A principal distributions per $1000 original amount Class A                             N/A
                  Certificate

2.       Detail of Class B distributions:
                  Total Class B distribution                                                               152,542.74
                  Class B interest distributions                                                           152,542.74
                  Class B principal distributions                                                               N/A
                  Total Class B distributions per $1000 original amount Class B                             5.4083334
                  Certificate
                  Class B interest distributions per $1000 original amount Class B                          5.4083334
                  Certificate
                  Class B principal distributions per $1000 original amount Class B                             N/A
                  Certificate

3.       Detail of Collateral Interest distributions:
                  Total Collateral Interest distributions                                                   48,031.25
                  Collateral Interest interest distributions                                                48,031.25
                  Collateral Interest principal distributions                                                  N/A
                  Total Collateral Interest distributions per $1000 original                                4.8031250
                  amount
                  Collateral Interest distributions per $1000 original amount                               4.8031250
                  Collateral Interest principal distributions per $1000 original amount                         N/A

G.       Information Regarding the Current Monthly Distribution to
         Certificateholders ("Payment Date Statement") (continued)

3.       Detail of Subordinated Transferor Interest distributions:
                  Subordinated Transferor Interest principal distributions                                      N/A

4.       Excess of Class A Certificate balance over Class A Invested Amount                                     N/A
5.       Excess of Class B Certificate balance over Class B Invested Amount                                     N/A

6.       Excess of Collateral Interest balance over Collateral Interest Invested Amount                         N/A

7.       Excess of Subordinated Transferor Interest balance over Subordinated                                   N/A
         Transferor Invested Amount

H.       Information regarding the Servicer Letter of Credit and the Transferor
         Letter of Credit

1.       The Servicer Available Letter of Credit Amount as of the preceding Determination               45,000,000.00
         Date

2.       The Transferor Available Letter of Credit Amount as of the preceding                           15,000,000.00
         Determination Date

Both Letters of Credit were drawn down during the entire Collection Period.

I.       The Series 1996-1 Pool Factors

         1. The Series 1996-1 Class A Pool Factor for the preceding Record Date
         (which represents the ratio of the amount of the Class A Invested
         amount as of such Record Date [adjusted after taking into account any
          reduction in the Class A Invested Amount that will occur on the following                        1.00000000
         Distribution date] to the Initial Class A Invested Amount  [rounded to eight
         decimal places])

         2. The Series 1996-1 Class B Pool Factor for the preceding Record Date
         (which represents the ratio of the amount of the Class B Invested
         Amount as of such Record Date [adjusted after taking into account any
         reduction in the Class B Invested Amount that will occur on the following                         1.00000000
         Distribution Date] to the Initial Class B Invested Amount  [rounded to eight
         decimal places])

         3. The Series 1996-1 Collateral Interest Pool Factor for
         the  preceding Record Date (which represents the ratio of the amount of the Collateral Interest Invested
         Amount as of such Record Date [adjusted after taking into account any
         reduction in the Collateral Interest Invested Amount
         that  will occur on the following                                                                 1.00000000
         Distribution Date] to the  Initial Collateral Interest Invested Amount
         [rounded to  eight decimal places])

         4.  The Series 1996-1 Subordinated Transferor Pool Factor
         for  the preceding Record Date (which represents the ratio of the amount of the
         Subordinated Transferor Invested Amount as of such Record Date [adjusted after taking into
         account any reduction in the Subordinated Transferor Invested
         amount that will occur on the following                                                           1.00000000
         Distribution Date]  to the Initial Subordinated Transferor Invested Amount
         [rounded to eight decimal places])
</TABLE>


Pursuant to Section 9.01 of the Agreement, to the knowledge of the undersigned
no Amortization Event with respect to the Series 1996-1 Certificates has
occurred.

The Portfolio Yield averaged for the preceding three Collection Periods was not
below the Base Rate.

Adjustment will be made as of the related Transfer Date such that:
         - The Transfer amount (plus any amounts under the Transferor Letter of
         Credit and the B/F Amount) will be greater than or equal to 7% of the
         Aggregate Invested Amount of all outstanding Series issued by the
         Trust.

         - the Transferor Amount plus the B/F Amount and the Subordinated
         Transferor Invested Amount (plus the invested amount of any other
         subordinated Series which is retained by the Transferor and with
         respect to which no legal opinion is delivered characterizing such
         certificates as indebtedness for federal income tax purposes) will be
         greater than 7% of Aggregate Receivables on the last day of the related
         Collection Period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 25th
day of September, 1997

                                                  Bridgestone/Firestone, Inc.,
                                                  Servicer

                                                  By: /s/ Eugene E. Stephens 
                                                      Eugene E. Stephens
                                                      Servicing Officer




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