DAYTON HUDSON RECEIVABLES CORP
10-K, 1998-04-30
ASSET-BACKED SECURITIES
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<PAGE>
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                     FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 1997

                          COMMISSION FILE NUMBER  0-26930

                       DAYTON HUDSON CREDIT CARD MASTER TRUST
                            (Issuer of the Certificates)

                       DAYTON HUDSON RECEIVABLES CORPORATION
                     (Originator of the Trust Described Herein)
               (Exact name of Registrant as Specified in its Charter)

                        Minnesota                            41-1812153
              (State of Incorporation)                 (I.R.S. Employer ID No.)

     80 South Eighth Street, 14th Floor, Suite 1401
               Minneapolis, Minnesota                           55402
     (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:    612/370-6530
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

               6.10% Class A Asset Backed Certificates, Series 1995-1
               6.25% Class A Asset Backed Certificates, Series 1997-1
                                  (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X    No
                                        ---     ---

The registrant has no voting stock held by non-affiliates and meets the
conditions set forth in General Instruction J (1)(a) and (b) of Form 10-K.
Disclosure pursuant to Item 405 of Regulation S-K is not required.

                        DOCUMENTS INCORPORATED BY REFERENCE
                                        None
                                                  Index to Exhibits:  Page 7
                                                            Total Pages:  34


<PAGE>

                                       PART I

ITEM 1.   BUSINESS.
     Dayton Hudson Credit Card Master Trust (the "Trust") was formed pursuant to
     a Pooling and Servicing Agreement dated as of September 13, 1995 (as
     amended, modified or supplemented, the "Pooling and Servicing Agreement"),
     by and among Retailers National Bank, as servicer ("Servicer"), Dayton
     Hudson Receivables Corporation, as transferor ("Transferor"), and Norwest
     Bank Minnesota, National Association, as trustee ("Trustee").  The Trust's
     only business is to act as a passive conduit to permit investments in a
     pool of Transferor's consumer accounts receivable.  The Transferor is a
     wholly-owned subsidiary of a corporation that is wholly-owned by Dayton
     Hudson Corporation.

ITEM 2.   PROPERTIES.
     The assets of the Trust (the "Trust Assets") include a portfolio of
     receivables (the "Receivables") generated from time to time in a portfolio
     of consumer open-end credit card accounts (the "Accounts"), funds collected
     or to be collected in respect of the Receivables, monies on deposit in
     certain accounts of the Trust, any participation interests included in the
     Trust, funds collected or to be collected with respect to such
     participation interests and any enhancement with respect to a particular
     series or class.  The Trust Assets are expected to change over the life of
     the Trust as receivables in consumer open-end credit card accounts and
     other open-end credit accounts and related assets are included in the Trust
     and as Receivables in Accounts included in the Trust are charged-off or
     removed.

     Exhibits 99.2 and 99.3 to this Report set forth certain information
     relating to the Trust's fiscal year ended December 31, 1997.  Such
     information, which was derived from the monthly settlement statements
     relating to such period as delivered to the Trustee pursuant to the Pooling
     and Servicing Agreement, is incorporated herein by reference.

ITEM 3.   LEGAL PROCEEDINGS.
     None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
     None.

                                       2
<PAGE>

                                      PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     In September 1995, the Trust issued $400,000,000 of three year 6.10% Class
     A Certificates to the public (the "Series 1995 Certificates").  In August
     1996, the Trust issued Series 1996-1 Class A Variable Funding Certificates
     in a private transaction (the "Series 1996 Certificates").  The principal
     amount of the Series 1996 Certificates fluctuates and currently may not
     exceed $100 million.  In October 1997, the Trust issued $400,000,000 of
     three year 6.25% Class A Certificates to the public (the "Series 1997
     Certificates").

     Although they trade in the over-the-counter market to a limited extent,
     there is currently no established public trading market for the Series 1995
     Certificates or the Series 1997 Certificates.  The Series 1995 Certificates
     and the Series 1997 Certificates are held and delivered in book-entry form
     through the facilities of The Depository Trust Company ("DTC"), a
     "clearing agency" registered pursuant to the provisions of Section 17A of
     the Securities Exchange Act of 1934, as amended.  The definitive Series
     1995 Certificates and the Series 1997 Certificates are held by Cede & Co.,
     the nominee of DTC.

     The undivided interests in the Trust, other than those represented by the
     Series 1995 Certificates, the Series 1996 Certificates and the Series 1997
     Certificates, are owned by the Transferor and the Servicer.

ITEM 6.   SELECTED FINANCIAL DATA.

     Not applicable.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

     Not applicable.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Not applicable.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     None.

                                          3
<PAGE>

                                      PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Not applicable.

ITEM 11.  EXECUTIVE COMPENSATION.

     Not applicable.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     a.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
          The Transferor is a wholly-owned subsidiary of a corporation that is
          wholly-owned by Dayton Hudson Corporation.  The principal executive
          office of Dayton Hudson Corporation is 777 Nicollet Mall, Minneapolis,
          MN 55402.

          At the date hereof, 100% of the Series 1995 Certificates and the
          Series 1997 Certificates were held in the nominee name of Cede & Co.
          for beneficial owners.  To the Transferor's knowledge, based solely on
          the fact that Transferor has not received notice of any filings having
          been made with the Securities and Exchange Commission reporting the
          acquisition of more than 5% of the Series 1995 Certificates or the
          Series 1997 Certificates, no person beneficially owned more than 5% of
          the Series 1995 Certificates or the Series 1997 Certificates.  The
          Series 1996 Certificates are held by an administrative agent on behalf
          of several beneficial owners and interests in the Series 1996
          Certificates are not freely transferable.

          The undivided interests in the Trust, other than that represented by
          the Series 1995 Certificates, the Series 1996 Certificates or the
          Series 1997 Certificates, are owned by the Transferor and the
          Servicer.

     b.   SECURITY OWNERSHIP OF MANAGEMENT.
          Not applicable.

     c.   CHANGES IN CONTROL.
          Not applicable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Except for the information concerning the compensation paid to Servicer by
     the Trust contained in Exhibits 99.2 and 99.3 hereto, which is hereby
     incorporated herein by reference, and other transactions contemplated by
     the Pooling and Servicing Agreement, the Transferor is not aware of any
     transactions or series of similar transactions during its fiscal year ended
     December 31, 1997, or any currently proposed transaction or series of
     similar transactions, in which the


                                          4
<PAGE>

     amount involved exceeded or is proposed to exceed $60,000, to which the
     Trust was a party or is proposed to be a party, and in which any person
     known to the Registrant to own more than 5% of any class of certificates
     representing undivided interests in the Trust had or has a direct or
     indirect material interest.

                                      PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     a.   The following documents are filed as part of this Report.

          3.   EXHIBITS

               99.1      Annual Servicer's Certificate for the year ended
                         December 31, 1997, Series 1995-1 and Series 1997-1.

               99.2      Annual Certificateholders' Statement for the year ended
                         December 31, 1997, Series 1995-1.

               99.3      Annual Certificateholders' Statement for the year ended
                         December 31, 1997, Series 1997-1.

               99.4      Report of Independent Accountants.

               99.5      Report of Independent Accountants on the Monthly
                         Servicer's Certificates, Series 1995-1.

               99.6      Report of Independent Accountants on the Monthly
                         Servicer's Certificates, Series 1997-1.

     b.   Reports on Form 8-K and Form 8 filed with respect to fiscal 1997.

          Each month the Transferor files a Current Report on Form 8-K which
          includes, as exhibits, copies of the Monthly Servicer's Certificates
          and the Monthly Certificateholders' Statements relating to the
          preceding monthly period, which certificates are required to be
          delivered to the Trustee under the terms of the Pooling and Servicing
          Agreement.


                                          5
<PAGE>

                                     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.

                         DAYTON HUDSON RECEIVABLES CORPORATION


Dated:  April 29, 1998        By  /s/ Douglas A. Scovanner
                                  -------------------------------
                                   Douglas A. Scovanner,
                                   President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Dayton Hudson
Receivables Corporation and in the capacities and on the dates indicated.

        SIGNATURE                    TITLE                       DATE



 /s/ Douglas A. Scovanner
 ------------------------
 Douglas A. Scovanner      President and Director          April 29, 1998



 /s/ Stephen C. Kowalke
 ------------------------
 Stephen C. Kowalke        Vice President, Treasurer       April 29, 1998
                           and Director (Principal
                           Financial Officer)




 /s/ JoAnn Bogdan
 ------------------------
 JoAnn Bogdan              Vice President,                 April 29, 1998
                           Controller (Principal
                           Accounting Officer)




 /s/ Gerald L. Storch
 ------------------------
 Gerald L. Storch          Director                        April 29, 1998


                                          6
<PAGE>

                                   EXHIBIT INDEX
<TABLE>
<CAPTION>
        EXHIBIT NO.                 EXHIBIT              SEQUENTIAL PAGE NO.
<C>                        <S>                           <C>
            99.1           Annual Servicer's                      8
                           Certificate for the year
                           ended December 31, 1997 -
                           Series 1995-1 and Series
                           1997-1

            99.2           Annual                                 9
                           Certificateholders'               
                           Statement for the year
                           ended December 31, 1997 -
                           Series 1995-1

            99.3           Annual                                 13
                           Certificateholders'
                           Statement for the year
                           ended December 31, 1997 -
                           Series 1997-1

            99.4           Report of Independent                  17
                           Accountants

            99.5           Report of Independent                  19
                           Accountants on the
                           Monthly Servicer's
                           Certificates, Series
                           1995-1


            99.6           Report of Independent                  27
                           Accountants on the
                           Monthly Servicer's
                           Certificates, Series
                           1997-1
</TABLE>


                                          7

<PAGE>

                                                                Exhibit 99.1


                               ANNUAL SERVICER'S CERTIFICATE

                                  RETAILERS NATIONAL BANK

                           DAYTON HUDSON CREDIT CARD MASTER TRUST


     The undersigned, a duly authorized representative of Retailers National 
Bank, as Servicer ("RNB"), pursuant to the Pooling and Servicing Agreement 
dated as of September 13, 1995, as supplemented by the Series 1995-1 
Supplement, the Series 1996-1 Supplement, and the Series 1997-1 Supplement 
(as may be amended and supplemented from time to time, the "Agreement"), 
among Dayton Hudson Receivables Corporation, as Transferor, RNB as Servicer, 
and Norwest Bank Minnesota, National Association, as Trustee, does hereby 
certify that:

     1. RNB is, as of the date hereof, the Servicer under the Agreement.  
        Capitalized terms used in this Certificate have their respective 
        meanings as set forth in the Agreement.

     2. The undersigned is a Servicing Officer who is duly authorized pursuant
        to the Agreement to execute and deliver this certificate to the Trustee.

     3. A review of the activities of the Servicer during the fiscal year ended
        January 3, 1998, and of its performance under the Agreement was  
        conducted under my supervision.

     4. Based on such review, the Servicer has, to the best of my knowledge, 
        performed in all material respects its obligations under the Agreement
        throughout such year and no default in the performance of such 
        obligations has occurred or is continuing except as set forth in 
        paragraph 5 below.

     5. The following is a description of each default in the performance of the
        Servicer's obligations under the provisions of the Agreement known to me
        to have been made by the Servicer during the fiscal year ended January 
        3, 1998 which sets forth in detail (i) the nature of each default, (ii) 
        the action taken by the Servicer, if any, to remedy each such default 
        and (iii) the current status of each such default: None.


        IN WITNESS WHEREOF, the undersigned has duly executed this Certificate 
as of the 20th day of March, 1998.

                                        RETAILERS NATIONAL BANK,
                                        as Servicer,


                                    By: /s/ Ronald A. Prill
                                        --------------------------
                                           Name:  Ronald A. Prill
                                           Title:  Chairman & CEO

<PAGE>

                                                                  Exhibit 99.2

                    ANNUAL CERTIFICATEHOLDERS' STATEMENT
                    DAYTON HUDSON RECEIVABLES CORPORATION
            DAYTON HUDSON CREDIT CARD MASTER TRUST (SERIES 1995-1)



      Pursuant to the Pooling and Servicing Agreement dated as of September 13,
1995 (as may be amended and supplemented from time to time, the "Agreement") 
among Retailers National Bank as Servicer, Dayton Hudson Receivables 
Corporation, as Transferor, and Norwest Bank Minnesota, National Association, 
as Trustee, the Servicer is required to prepare certain information annually 
regarding distributions to and the performance of the Trust during the 
Monthly Periods for the Calendar  year.  The information which is required to 
be prepared with respect to the performance of the Trust during the period 
January 5, 1997 through January 3, 1998 is set forth below.  Certain 
information is based on the Transferor's fiscal year end, ending January 3, 
1998.  Certain information is presented on the basis of an original principal 
amount of $1,000 per Certificate.  Certain other information is presented 
based on the aggregate amounts for the Trust as a whole.

<TABLE>
<CAPTION>

<S>                                                                                                     <C>
   A) INFORMATION REGARDING INTEREST AND PRINCIPAL DISTRIBUTED (STATED ON THE BASIS OF
      $1,000 ORIGINAL PRINCIPAL AMOUNT) FOR THIS SERIES.

      (1) The total amount of interest and principal distributed to Class A Certificateholder's
          for the period January 1, 1997 through December 31, 1997 per $1,000 original
          principal amount ........................................................................                $61.00

      (2) The portion of the amount set forth in paragraph 1 above in respect of interest
          distributed on the Class A Certificates for the period January 1, 1997 through
          December 31, 1997 per $1,000 original principal amount...................................                $61.00

      (3) The portion of the amount set forth in paragraph 1 above in respect of principal
          distributed for the period January 1, 1997 through December 31, 1997 for
          the Class A Certificates, per $1,000 original principal amount ..........................                    $0

   B) INFORMATION REGARDING THE PERFORMANCE OF THE TRUST.

      (1) COLLECTION OF PRINCIPAL RECEIVABLES.

          (a)  The aggregate amount of Collections of Principal Receivables processed
               January 5, 1997 through January 3, 1998 which were allocated in
               respect of the Series 1995-1 Class A Certificates ..................................       $809,246,004.70

          (b)  The aggregate amount of Collections of Principal Receivables processed
               January 5, 1997 through January 3, 1998 which were allocated in
               respect of the Series 1995-1 Class B Certificates ..................................       $248,591,909.95

      (2) COLLECTION OF FINANCE CHARGE RECEIVABLES.

          (a)  The aggregate amount of Collections of Finance Charge Receivables
               processed January 5, 1997 through January 3, 1998 which were
               allocated in respect of the Series 1995-1 Class A Ceritificates ....................       $101,496,238.52

<PAGE>


          (b)  The aggregate amount of Collections of Finance Charge Receivables
               processed January 5, 1997 through January 3, 1998 which were
               allocated in respect of the Series 1995-1 Class B Certificates .....................        $31,178,583.08

      (3) RECOVERIES.

          (a)  The aggregate amount of Collections processed January 5, 1997
               through January 3, 1998 that constitute Recoveries on Defaulted
               Receivables which were allocated in respect of the Series 1995-1
               Class A Certificates ...............................................................         $5,079,536.37

          (b)  The aggregate amount of Collections processed January 5, 1997
               through January 3, 1998 that constitute Recoveries on Defaulted
               Receivables which were allocated in respect of the Series 1995-1
               Class B Certificates ...............................................................         $1,560,380.46

      (4) PRINCIPAL RECEIVABLES IN THE TRUST.

          (a)  The aggregate amount of Principal Receivables in the Trust as of the
               end of the day on January 3, 1998 (which reflects the Principal
               Receivables represented by the Transferors Interest in the Trust and by
               the Investor Certificates) .........................................................     $2,548,011,940.12

          (b)  The amount of Principal Receivables in the Trust represented by the
               Series 1995-1 Certificates (the "Invested Amount") as of the end of the
               day on January 3, 1998..............................................................          $522,875,817

          (c)  The amount of Principal Receivables in the Trust represented by the
               Series 1995-1 Class A Certificates (the "Class A Invested Amount") as
               of the end of the day on January 3, 1998............................................          $400,000,000

          (d)  The amount of Principal Receivables in the Trust represented by the
               Series 1995-1 Class B Certificates (the "Class B Invested Amount") as
               of the end of the day on January 3, 1998............................................          $122,875,817

          (e)  The Floating Allocation Percentage (during the Revolving Period) or the
               Fixed/Floating Allocation Percentage (during the Amortization Period) with
               respect to the Principal Receivables in the Trust as of the end of the day
               January 3, 1998.....................................................................                 23.59%

      (5) DELINQUENT BALANCES.

               The aggregate amount of outstanding balances in the Accounts which
               were 2 or more monthly payments contractually delinquent as of the end
               of the day on January 3, 1998:
                                                                                                             Aggregate
                                                                                                          Account Balance
                                                                                                          ---------------

               2 Missed Monthly Payments                                                                      $82,830,000

<PAGE>

               3 Missed Monthly Payments                                                                      $36,879,000

               4 or More Missed Monthly Payments                                                              $76,217,000

      (6) INVESTOR DEFAULTED AMOUNT.

          (a)  This aggregate amount of all defaulted Principal Receivables written off
               as uncollectible for the period January 5, 1997 through January 3, 1998
               allocable to the Series 1995-1 Class A Certificates (the "Series
               1995-1 Class A Investor Defaulted Amount") .........................................        $30,622,535.47

          (b)  The aggregate amount of all defaulted Principal Receivables written off
               as uncollectible for the period January 5, 1997 through January 3, 1998
               allocable to the Series 1995-1 Class B Certificates (the "Series
               1995-1 Class B Investor Defaulted Amount") .........................................         $9,406,922.66

          (c)  The aggregate amount of all defaulted Principal Receivables written off
               as uncollectible for the period January 5, 1997 through January 3, 1998
               allocable to the Series 1995-1 Investor Certificates (the "Investor
               Defaulted Amount") .................................................................        $40,029,458.14

      (7) INVESTOR CHARGE OFFS: REIMBURSEMENT OF CHARGE OFFS.

          (a)  The amount of the Investor Charge Off per $1,000 original principal amount
               (which will have the effect of reducing, pro rata, the amount of Series 1995-1
               Class A Certificateholder's investment) ............................................                    $0

          (b)  The amount of the Investor Charge Off per $1,000 original principal amount
               (which will have the effect of reducing, pro rata, the amount of Series 1995-1
               Class B Certificateholder's investment) ............................................                    $0

          (c)  The total amount reimbursed to the Trust from January 5, 1997
               through January 3, 1998 in respect of Investor Charge Offs in
               prior months .......................................................................                    $0

          (d)  The amount set forth immediately above per $1,000 original principal
               amount (which will have the effect of increasing pro rata, the amount of
               each Series 1995-1 Certificateholder's investment) .................................                    $0

      (8) INVESTOR SERVICING FEE.

          (a)  The amount of the Series 1995-1 Class A Investor Monthly Servicing Fee
               payable by the Trust to the Servicer from January 5, 1997 through
               January 3, 1998.....................................................................         $8,000,000.01

          (b)  The amount of the Series 1995-1 Class B Investor Monthly Servicing Fee
               payable by the Trust to the Servicer from January 5, 1997 through
               January 3, 1998.....................................................................         $2,457,516.34

<PAGE>

      (9)   The amount of Series 1995-1 Reallocated Principal Collections from
            January 5, 1997 through January 3, 1998................................................                    $0

      (10)  THE POOL FACTOR.

            The Pool Factor (which represents the ratio of the Series 1995-1 Class A Adjusted
            Invested Amount as of the end of the day on January 3, 1998 to the Class A
            Invested Amount as of the Closing Date).  The Amount of a Series 1995-1 Class A
            Invested Amount can be determined by multiplying the original denomination of the
            holder's Certificate by the Series 1995-1 Class A Pool Factor..........................             1.0000000

            The Pool Factor (which represents the ratio of the Series 1995-1 Class B
            Invested Amount as of the end of the day on September 13, 1995 to the Series
            Class B Invested Amount as of the Closing Date).  The amount of a Certificateholder's
            pro rata share of the Class B Invested Amount can be determined by multiplying
            the original denomination of the holder's Series 1995-1 Class B Certificate by
            the Series 1995-1 Class B Pool Factor .................................................             1.0000000
</TABLE>

                                                   RETAILERS NATIONAL BANK
                                                         as Servicer


                                               By: /s/ Ronald A. Prill
                                                   ---------------------------
                                                       Name:  Ronald A. Prill
                                                       Title:  Chairman & CEO

<PAGE>

                                                                    Exhibit 99.3

                       ANNUAL CERTIFICATEHOLDERS' STATEMENT
                      DAYTON HUDSON RECEIVABLES CORPORATION
               DAYTON HUDSON CREDIT CARD MASTER TRUST (SERIES 1997-1)



      Pursuant to the Pooling and Servicing Agreement dated as of September 
13, 1995 (as may be amended and supplemented from time to time, the 
"Agreement") among Retailers National Bank, as Servicer, Dayton Hudson 
Receivables Corporation, as Transferor, and Norwest Bank Minnesota, National 
Association, as Trustee, the Servicer is required to prepare certain 
information annually regarding distributions to and the performance of the 
Trust during the Monthly Periods for the Calendar  year.  The information 
which is required to be prepared with respect to the performance of the Trust 
during the period October 15, 1997 through January 3, 1998 is set forth 
below.  Certain information is based on the Transferor's fiscal year end, 
ending January 3, 1998.  Certain information is presented on the basis of an 
original principal amount of $1,000 per Certificate.  Certain other 
information is presented based on the aggregate amounts for the Trust as a 
whole.

<TABLE>
<CAPTION>

<S>                                                                                                 <C>
   A) INFORMATION REGARDING INTEREST AND PRINCIPAL DISTRIBUTED (STATED ON THE BASIS OF
      $1,000 ORIGINAL PRINCIPAL AMOUNT) FOR THIS SERIES.

      (1) The total amount of interest and principal distributed to Class A Certificateholder's
          for the period October 15, 1997 through December 31, 1997 per $1,000 original
          principal amount ......................................................................              $17.36

      (2) The portion of the amount set forth in paragraph 1 above in respect of interest
          distributed on the Class A Certificates for the period October 15, 1997 through
          December 31, 1997 per $1,000 original principal amount.................................              $17.36

      (3) The portion of the amount set forth in paragraph 1 above in respect of principal
          distributed for the period October 15, 1997 through December 31, 1997 for
          the Class A Certificates, per $1,000 original principal amount ........................                  $0

   B) INFORMATION REGARDING THE PERFORMANCE OF THE TRUST.

      (1) COLLECTION OF PRINCIPAL RECEIVABLES.

         (a) The aggregate amount of Collections of Principal Receivables processed
             October 15, 1997 through January 3, 1998 which were allocated in
             respect of the Series 1997-1 Class A Certificates ..................................     $178,550,097.58

         (b) The aggregate amount of Collections of Principal Receivables processed
             October 15, 1997 through January 3, 1998 which were allocated in
             respect of the Series 1997-1 Class B Certificates ..................................      $54,848,722.79

      (2) COLLECTION OF FINANCE CHARGE RECEIVABLES.

         (a) The aggregate amount of Collections of Finance Charge Receivables
             processed October 15, 1997 through January 3, 1998 which were
             allocated in respect of the Series 1997-1 Class A Ceritificates ....................      $22,777,779.40

<PAGE>

         (b) The aggregate amount of Collections of Finance Charge Receivables
             processed October 15, 1997 through January 3, 1998 which were
             allocated in respect of the Series 1997-1 Class B Certificates .....................       $6,997,095.63

      (3) RECOVERIES.

         (a) The aggregate amount of Collections processed October 15, 1997
             through January 3, 1998 that constitute Recoveries on Defaulted
             Receivables which were allocated in respect of the Series 1997-1
             Class A Certificates ...............................................................       $1,027,956.97

         (b) The aggregate amount of Collections processed October 15, 1997
             through January 3, 1998 that constitute Recoveries on Defaulted
             Receivables which were allocated in respect of the Series 1997-1
             Class B Certificates ...............................................................         $315,777.63

      (4) PRINCIPAL RECEIVABLES IN THE TRUST.

         (a) The aggregate amount of Principal Receivables in the Trust as of the
             end of the day on January 3, 1998 (which reflects the Principal
             Receivables represented by the Transferors Interest in the Trust and by
             the Investor Certificates) .........................................................   $2,548,011,940.12

         (b) The amount of Principal Receivables in the Trust represented by the
             Series 1997-1 Certificates (the "Invested Amount") as of the end of the
             day on January 3, 1998..............................................................        $522,875,817


         (c) The amount of Principal Receivables in the Trust represented by the
             Series 1997-1 Class A Certificates (the "Class A Invested Amount") as
             of the end of the day on January 3, 1998............................................        $400,000,000

         (d) The amount of Principal Receivables in the Trust represented by the
             Series 1997-1 Class B Certificates (the "Class B Invested Amount") as
             of the end of the day on January 3, 1998............................................      122,875,817.00

         (e) The Floating Allocation Percentage (during the Revolving Period) or the
             Fixed/Floating Allocation Percentage (during the Amortization Period) with
             respect to the Principal Receivables in the Trust as of the end of the day
             January 3, 1998.....................................................................               23.59%


      (5) DELINQUENT BALANCES.

             The aggregate amount of outstanding balances in the Accounts which
             were 2 or more monthly payments contractually delinquent as of the end
             of the day on January 3, 1998:
                                                                                                      Aggregate
                                                                                                    Account Balance
                                                                                                    ---------------

             2 Missed Monthly Payments                                                                    $82,830,000

<PAGE>

             3 Missed Monthly Payments                                                                    $36,879,000

             4 or More Missed Monthly Payments                                                            $76,217,000

      (6) INVESTOR DEFAULTED AMOUNT.

         (a) This aggregate amount of all defaulted Principal Receivables written off
             as uncollectible for the period October 15, 1997 through January 3, 1998
             allocable to the Series 1997-1 Class A Certificates (the "Series
             1997-1 Class A Investor Defaulted Amount") .........................................       $6,847,011.12

         (b) The aggregate amount of all defaulted Principal Receivables written off
             as uncollectible for the period October 15, 1997 through January 3, 1998
             allocable to the Series 1997-1 Class B Certificates (the "Series
             1997-1 Class B Investor Defaulted Amount") .........................................       $2,103,330.21

         (c) The aggregate amount of all defaulted Principal Receivables written off
             as uncollectible for the period October 15, 1997 through January 3, 1998
             allocable to the Series 1997-1 Investor Certificates (the "Investor
             Defaulted Amount") .................................................................       $8,950,341.33

      (7) INVESTOR CHARGE OFFS: REIMBURSEMENT OF CHARGE OFFS.

         (a) The amount of the Investor Charge Off per $1,000 original principal amount
             (which will have the effect of reducing, pro rata, the amount of Series 1997-1
             Class A Certificateholder's investment) ............................................                  $0

         (b) The amount of the Investor Charge Off per $1,000 original principal amount
             (which will have the effect of reducing, pro rata, the amount of Series 1997-1
             Class B Certificateholder's investment) ............................................                  $0

         (c) The total amount reimbursed to the Trust from October 15, 1997
             through January 3, 1998 in respect of Investor Charge Offs in
             prior months .......................................................................                  $0

         (d) The amount set forth immediately above per $1,000 original principal
             amount (which will have the effect of increasing pro rata, the amount of
             each Series 1997-1 Certificateholder's investment) .................................                  $0

      (8) INVESTOR SERVICING FEE.

         (a) The amount of the Series 1997-1 Class A Investor Monthly Servicing Fee
             payable by the Trust to the Servicer from October 15, 1997 through
             January 3, 1998.....................................................................       $1,761,904.70

         (b) The amount of the Series 1997-1 Class B Investor Monthly Servicing Fee
             payable by the Trust to the Servicer from October 15, 1997 through
             January 3, 1998.....................................................................         $541,238.70

<PAGE>

      (9) The amount of Series 1997-1 Reallocated Principal Collections from
          October 15, 1997 through January 3, 1998...............................................                  $0

     (10) THE POOL FACTOR.

          The Pool Factor (which represents the ratio of the Series 1997-1 Class A Adjusted
          Invested Amount as of the end of the day on January 3, 1998 to the Class A
          Invested Amount as of the Closing Date).  The Amount of a Series 1997-1 Class A
          Invested Amount can be determined by multiplying the original denomination of the
          holder's Certificate by the Series 1997-1 Class A Pool Factor..........................            1.0000000

          The Pool Factor (which represents the ratio of the Series 1997-1 Class B
          Invested Amount as of the end of the day on September 13, 1995 to the Series
          Class B Invested Amount as of the Closing Date).  The amount of a Certificateholder's
          pro rata share of the Class B Invested Amount can be determined by multiplying
          the original denomination of the holder's Series 1997-1 Class B Certificate by
          the Series 1997-1 Class B Pool Factor .................................................            1.0000000
</TABLE>

                                                        RETAILERS NATIONAL BANK
                                                             as Servicer


                                                    By: /s/ Ronald A. Prill
                                                        -----------------------
                                                         Name:  Ronald A. Prill
                                                         Title:  Chairman & CEO


<PAGE>

                                     [LETTERHEAD]


                         Report of Independent Accountants


Dayton Hudson Corporation,
its Officers and Directors
     and
Dayton Hudson Receivables Corporation,
its Officers and Directors
As Transferor
     and
Retailers National Bank
its Officers and Directors
As Servicer
     and
Norwest Bank, National Association
As Trustee

We have audited, in accordance with generally accepted auditing standards, the
statements of financial condition of Retailers National Bank ("the Bank"), as of
December 31, 1997 and 1996 and the related statements of income, stockholder's
equity and cash flows for the years then ended and have issued our report
thereon dated January 22, 1998.

Our audit, referred to in the preceding paragraph, included procedures applied
to the documents and records relating to the servicing of credit card
receivables under the Dayton Hudson Credit Card Master Trust Pooling and
Servicing Agreement ("the Pooling and Servicing Agreement") dated as of
September 13, 1995.  Our procedures were as follows:

Documents and records relating to the servicing of credit card receivables under
the Pooling and Servicing Agreement:

  1. Using an audit software application applied to the servicing portfolio
     as of September 13, 1997, we clerically tested the summarization of
     credit card receivables by credit card label, by billing cycle,
     individually and in total for all aging categories for a sample of
     periods in 1997 through September 30, 1997.


<PAGE>

                                         -2-


  2. We read documentation of Internal Audit's sample clerical tests of the
     aging of credit card receivable cycles at September 30, 1997.

  3. We documented the process of sales that generate credit card receivables
     and tested the related controls as of September 30, 1997.  Per
     subsequent inquiry of Dayton Hudson Corporation and Bank management, we
     were informed that no significant changes occurred in the related
     systems, controls or process through our report date.

  4. We confirmed a sample of 63 credit card receivables as of  September 30,
     1997. Ten responses noting differences were appropriately resolved by
     Internal Audit.

  5. We read documentation of Internal Audit's procedures related to new
     account application processes, credit scoring/credit approval processes,
     new account system set-up processes, remittance processing, monthly
     statement processing, collections, and credit card receivables curing.
     We also examined documentation of the charge-off practices to determine
     compliance with applicable Office of the Comptroller of the Currency
     regulations and generally accepted accounting principles.

  6. We documented the process of preparing the migration analysis to support
     the allowance for credit loss.  We performed clerical tests of the
     underlying formulas and traced aging information to supporting cycle
     documentation tested above.  We also assessed the adequacy of the
     allowance for credit losses.

  7. We analytically reviewed allowance-related ratios (e.g., allowance as a
     percentage of total credit card receivables, year-to-date write-offs as
     a percentage of the allowance, year-to-date write-offs as a percentage
     of average loan balances) comparing the ratios for the periods referred
     to in the introductory paragraph of this letter.

The results provided satisfactory evidential matter for the purposes of our
audit of the financial statements, referred to in the introductory paragraph of
this letter, taken as a whole.

This report is intended solely for the use of the specified users listed above
and should not be used by for any other purpose.


                                                  Very truly yours,

                                                  /s/ Ernst & Young LLP


January 22, 1998


<PAGE>

                                     [LETTERHEAD]



                         Report of Independent Accountants


Dayton Hudson Corporation,
its Officers and Directors
     and
Dayton Hudson Receivables Corporation,
its Officers and Directors
As Transferor
     and
Retailers National Bank
its Officers and Directors
As Servicer
     and
Norwest Bank, National Association
As Trustee


At your request, we have applied certain agreed-upon procedures, described
below, agreed to by Dayton Hudson Corporation ("the Company"), Dayton Hudson
Receivables Corporation, as Transferor, and Retailers National Bank, as
Servicer, each of their respective Officers and Directors, and Norwest Bank,
National Association, as Trustee to the Monthly Certificateholders' Statements
("the Statements"), issued pursuant to the Dayton Hudson Credit Card Master
Trust Pooling and Servicing Agreement ("the Pooling and Servicing Agreement")
dated September 13, 1995, for Series 1995-1 each of the monthly reporting
periods from January 1997 through December 1997.  An example of a Statement is
provided as Attachment I.  The specific procedures performed on each of the
Statements are cross-referenced to Attachment I for each item or group of items.
Only those items with balances on the Statements were cross-referenced.  Our
procedures were applied as indicated with respect to the letters explained
below:

  A. Compared amounts to the Dayton Hudson Credit Card Master Trust
     Prospectus Supplement, for Series 1995-1 dated September 13, 1995 ("the
     Prospectus Supplement") and found them to be in agreement.


<PAGE>

                                         -2-


  B. Compared the dollar and other amounts not derived directly from the
     Prospectus to amounts in the Company's accounting records to the extent
     such amounts could be so compared directly and found them to be in
     agreement.  Examples of those accounting records used are listed below.

  C. Compared the dollar and other amounts not derived directly from the
     Prospectus, or that could not be compared directly to the Company's
     accounting records, to amounts within the Monthly Certificateholders'
     Statement and found them to be in agreement.

  D. Proved the arithmetic accuracy of the percentages or amounts based on
     the data in the above mentioned Prospectus and accounting records.

Accounting records for purposes of this letter include the following reports or
records:  Data Summary Sheet; Breakout of Finance Charge Receivable and
Principal Receivable; Finance Charge Receivable Payments as a Percentage of
Total Monthly Payments; Receivable Aging by Dollar Balance; Month End Accounts
Receivable Aging Summary Reports; Purified Net Write-Off Reports; Monthly Sales
Returns; Credits and Adjustments Reports; Bank Sales Reports; Account Totals by
Delinquency Level Reports; Geographic Distribution of Accounts and Receivables
Reports; Miscellaneous Payment Instructions Report; and, Monthly Collection
Account Earnings.  All Monthly Reports are generated by management of Dayton
Hudson Corporation or Retailers National Bank.

There were no findings noted as a result of our procedures performed.

We were not engaged to, and did not perform an audit, the objective of which
would be the expression of an opinion on the Monthly Certificateholders'
Statements.  Accordingly, we do not express such an opinion.  Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.

This report is intended solely for the use of the specified users listed above
and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.


                                             Very truly yours,

                                             /s/ Ernst & Young LLP


January 22, 1998


<PAGE>

                                                                   Attachment I

                       MONTHLY CERTIFICATEHOLDERS' STATEMENT
                              RETAILERS NATIONAL BANK
                       DAYTON HUDSON CREDIT CARD MASTER TRUST
                                   SERIES 1995-1


Pursuant to the Pooling and Servicing Agreement, dated as of September 13, 1995
(as may be amended, from time to time, the "Agreement"), as supplemented by the
Series 1995-1 Supplement (as amended and Supplemented, the "Series Supplement"),
each among Retailers National Bank, as Servicer, Dayton Hudson Receivables
Corporation, as Transferor, and Norwest Bank Minnesota, National Association, as
Trustee, the Servicer is required to prepare certain information each month
regarding distributions to Certificateholders and the performance of the Trust.
The information with respect to the applicable Distribution Date and Monthly
Period is set forth below.

 

<TABLE>
<CAPTION>
                                                          MONTHLY PERIOD:          DECEMBER 1997
                                                          DISTRIBUTION DATE:       JANUARY 26, 1998
                                                          NO. OF DAYS IN PERIOD:   35
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                                <C>
A.   ORIGINAL DEAL PARAMETERS

(a)  Class A Initial Invested Amount                                       |------ $  400,000,000.00         76.50% --------|
(b)  Class B Initial Invested Amount                                       |-------   122,875,817.00         23.50% --------D
                                                                           |       -----------------                        |
(c)  Total Initial Invested Amount                                         |       $  522,875,817.00 ------------------------
                                                                           |       -----------------
                                                                           |       -----------------
                                                                           A
(d)  Class A Certificate Rate                                              |------------------ 6.10%
(e)  Class B Certificate Rate                                              |                   0.00%
                                                                           |
(f)  Servicing Fee Rate                                                    |------------------ 2.00%
(g)  Discount Percentage                                                                       0.00%
- -----------------------------------------------------------------------------------------------------------------------------



I.   RECEIVABLES IN THE TRUST
- -----------------------------------------------------------------------------------------------------------------------------

(a)  Beginning of the Period Principal Receivables                         |------ $2,216,421,853.64
(b)  Beginning of the Period Finance Charge Receivables                    |---------- 70,815,061.07
(c)  Beginning of the Period Discounted Receivables                        |                       -
                                                                           |       -----------------
(d)  Beginning of the Period Total Receivables (a + b + c)                 |       $2,287,236,914.71 -------------|
                                                                           |       -----------------              |
                                                                           |       -----------------              |
                                                                           |                                      |
(e)  Removed Principal Receivables                                         |       $             -                |
(f)  Removed Finance Charge Receivables                                    B                     -                |
                                                                           |       -----------------              D
(g)  Removed Total Receivables (e + f)                                     |       $             -                |
                                                                           |       -----------------              |
                                                                           |       -----------------              |
                                                                           |                                      |
(h)  Supplemental Principal Receivables                                    |       $             -                |
(i)  Supplemental Finance Charge Receivables                               |                     -                |
                                                                           |       -----------------              |
(j)  Supplemental Total Receivables (h + i)                                |       $             -                |
                                                                           |       -----------------              |
                                                                           |       -----------------              |
                                                                           |                                      |
(k)  End of Period Principal Receivables                                   |------ $2,548,011,940.12              |
(l)  End of Period Finance Charge Receivables                              |---------- 72,774,279.00              |
(m)  End of Period Discounted Receivables                                                        -                |
                                                                                   -----------------              |
(n)  End of Period Total Receivables (k + l + m)                                   $2,620,786,219.12 -------------|
                                                                                   -----------------
                                                                                   -----------------
</TABLE>


<PAGE>

                       MONTHLY CERTIFICATEHOLDERS' STATEMENT
                              RETAILERS NATIONAL BANK
                       DAYTON HUDSON CREDIT CARD MASTER TRUST
                                   SERIES 1995-1

<TABLE>

II.  INVESTED AMOUNTS AND ALLOCATION PERCENTAGES
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                             <C>
                                                                                                           ---------
(a)  Class A Initial Invested Amount                                       |------ $  400,000,000.00      |  76.50% |
(b)  Class B Initial Invested Amount                                       A--------- 122,875,817.00      |  23.50% |
                                                                                   -----------------      |         |
(c)  Total Initial Invested Amount (a + b)                                 |-----  $  522,875,817.00      |         |
                                                                           |                              |         |
(d)  Class A Invested Amount (a - (X.a))                                   |-----  $  400,000,000.00      |  76.50% |---D
(e)  Class B Invested Amount (b - (X.e))                                   |--------- 122,875,817.00      |  23.50% |
                                                                           |       -----------------      |         |
(f)  Total Invested Amount (d + e)                                         |------ $  522,875,817.00      |         |
                                                                           |                              |         |
(g)  Class A Adjusted Invested Amount (a - (X.a)-(III.f))                  D------ $  400,000,000.00      |  76.50% |
(h)  Class B Invested Amount (b - (X.e))                                   |--------- 122,875,817.00      |  23.50% |
                                                                           |       -----------------       ---------
(i)  Total Adjusted Invested Amount (g + h)                                |------ $  522,875,817.00
                                                                                  -------------------
(j)  Floating Allocation Percentage                                              |            23.59% |
(k)  Class A Floating Allocation Percentage                                      |            18.05% |
(l)  Class B Floating Allocation Percentage                                      |             5.54% |
                                                                                 |                   |
(m)  Principal Allocation Percentage                                       D---- |            23.59% |
(n)  Class A Principal Allocation Percentage                                     |            18.05% |
(o)  Class B Principal Allocation Percentage                                     |             5.54% |
                                                                                 |                   |
(p)  Servicing Fee                                                               | $      871,459.70 |
(q)  Investor Defaulted Amount (j * (IV.(m)))                                    | $    3,490,665.18 |
                                                                                  -------------------

III. TRANSFEROR'S INTEREST, RETAINED INTEREST, SPECIAL FUNDING
ACCOUNT, AND PRINCIPAL FUNDING ACCOUNT
- ---------------------------------------------------------------------------------------------------------------------

(a)  Transferor's Amount (end of month)                                    |------ $1,257,212,650.11
(b)  Required Retained Transferor Amount                                   B--------- $50,960,238.80
(c)  Required Principal Balance                                            |------ $1,290,799,290.01
(e)  Funds on deposit in Special Funding Account (end of month)                    $               -
(f)  Principal on deposit in Principal Funding Account (end of month)              $               -
</TABLE>


<PAGE>

                       MONTHLY CERTIFICATEHOLDERS' STATEMENT
                              RETAILERS NATIONAL BANK
                       DAYTON HUDSON CREDIT CARD MASTER TRUST
                                   SERIES 1995-1

<TABLE>

IV.  PERFORMANCE SUMMARY
- -------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                          
     COLLECTIONS:                                                                   -----------------
(a)  Collections of Principal Receivables                                          | $434,009,548.46 |
(b)  Collections of Finance Charge Receivables (from cardholder payments)          |   37,713,962.67 |------------B
(c)  Collections of Finance Charge Receivables (from merchant fees,                |    7,279,500.63 |
     deferred billing fees, collection account interest)                            -----------------
(d)  Collections of Discount Option Receivables                                                 0.00
                                                                                     ---------------
(e)  Total Finance Charge Collections (b + c + d)                          |-------- $ 44,993,463.30
                                                                           D         ---------------
(f)  Total Collections (a + e)                                             |-------- $479,003,011.76
                                                                                     ---------------
                                                                                     ---------------
     DELINQUENCIES AND LOSSES:                                                      -----------------
(g)  2 missed payments                                                             | $    82,830,000 |
(h)  3 missed payments                                                             |      36,879,000 |
(i)  4 or more missed payments                                             B------ |      76,217,000 |
                                                                                   | --------------- |
                                                                                    -----------------
(j)  Total delinquencies (g + h + i)                                       |-------- $   195,926,000
                                                                           |         ---------------
                                                                           |         ---------------
                                                                           D
(k)  Gross Charge-Offs during the month                                    |         $ 16,877,626.62 -------------|
(l)  Recoveries during the month                                           |         $  2,081,022.28 -------------B
(m)  Net Charge-Offs during the month (k - l)                              |-------- $ 14,796,604.34


V    NON-U.S. ACCOUNTS
- -------------------------------------------------------------------------------------------------------------------

(a)  Non-US Accounts at end of month                                       |---------------- 112,241
(b)  as a percentage of total (a / c)                                      B                   0.44% -------------D
                                                                           |
(c)  Total number of Accounts in Trust (at end of month)                   |------------- 25,325,937
</TABLE>



<PAGE>

                       MONTHLY CERTIFICATEHOLDERS' STATEMENT
                              RETAILERS NATIONAL BANK
                       DAYTON HUDSON CREDIT CARD MASTER TRUST
                                   SERIES 1995-1

<TABLE>

VI     AVAILABLE SERIES 1995-1 FINANCE CHARGE COLLECTIONS AND APPLICATION OF FUNDS
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                               
(a)     Floating Allocation Percentage of Collections of Finance Charge Receivables                   $10,614,402.60 ----|
(b)     Investment Earnings on Principal Funding Account                                                         -       |
(c)     Investment earnings in Reserve Account deposited in the Collection Account                               -       |
(d)     Reserve draw Amount deposited into the Collection Account                                                -       |
                                                                                                      --------------     |
(e)     Available Series 1995-1 Finance Charge Collections (a + b + c + d)                            $10,614,402.60 ----D
                                                                                                                         |
(i)     Class A Interest                                                                                2,033,333.34 ----|

(ii)    Servicing Fee                                                                        C----------- 871,459.70

(iii)   Class A Investor Defaulted Amount ((IV.m * (II.k))                                   |--------- 2,670,358.86
                                                                                             |
(iv)    Class B Investor Defaulted Amount ((IV.m * (II.l ))                                  |----------- 820,306.32
                                                                                             |
(v)     Adjustment Payment Shortfalls                                                        |                   -
                                                                                             |
(vi)    Reimbursement of Class A Investor Charge-Offs                                        |                   -
                                                                                             D
(vii)   Reimbursement of Class B Investor Charge-Offs                                        |                   -
        And Reallocated Class B Principal Collections                                        |
                                                                                             |
(viii)  Class B Interest                                                                     |                   -
                                                                                             |
(ix)    Reserve Account                                                                      |                   -
                                                                                             |
(x)     Excess Finance Charge Collections                                                    |------- $ 4,218,944.38
            (e-i-ii-iii-iv-v-vi-vii-viii-ix)
</TABLE>


<PAGE>

                       MONTHLY CERTIFICATEHOLDERS' STATEMENT
                              RETAILERS NATIONAL BANK
                       DAYTON HUDSON CREDIT CARD MASTER TRUST
                                   SERIES 1995-1

<TABLE>

VII    YIELD AND BASE RATE
- -------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                            
BASE RATE

(a)     Base Rate (current month)                                           |---------- 6.67%
(b)     Base Rate (prior month)                                             |           6.67%--------|
(c)     Base Rate (2 months ago)                                            |           6.67%--------|
                                                                            |                        |
(d)     3 Month Average Base Rate                                           |---------- 6.67%        |
                                                                            |                        |
PORTFOLIO YIELD                                                             D                        B
                                                                            |                        |
(e)     Portfolio Yield (current month)                                     |--------- 14.01%        |
(f)     Portfolio Yield (prior month)                                       |          18.91%--------|
(g)     Portfolio Yield (2 months ago)                                      |          19.48%--------|
                                                                            |
(h)     3 Month Average Portfolio Yield                                     |--------- 17.47%

VIII    PORTFOLIO PERFORMANCE RATES
- -------------------------------------------------------------------------------------------------------
                                                                                   -----------
(a)     Net Charge-Offs (annualized % of Principal Receivables at beginning of    |     6.87% |
        period)                                                                   |           |
(b)     Monthly Payment Rate (% of Principal Receivables at beginning of period   |           |
        (adjusted for number of days in period))                                  |    18.52% |
(c)     Trust Portfolio Yield (annualized)                                  D-----|    20.88% |
(d)     Portfolio Yield (3 month average (annualized))                            |    17.47% |
(e)     Base Rate (3 month average)                                               |     6.67% |
(f)     Excess Finance Charge Collections % (d - e)                               |    10.80% |
                                                                                   -----------
</TABLE>



<PAGE>

                                   [LETTERHEAD]


                         Report of Independent Accountants


Dayton Hudson Corporation,
its Officers and Directors
     and
Dayton Hudson Receivables Corporation,
its Officers and Directors
As Transferor
     and
Retailers National Bank
its Officers and Directors
As Servicer
     and
Norwest Bank, National Association
As Trustee


At your request, we have applied certain agreed-upon procedures, described
below, agreed to by Dayton Hudson Corporation ("the Company"), Dayton Hudson
Receivables Corporation, as Transferor, and Retailers National Bank, as
Servicer, each of their respective Officers and Directors, and Norwest Bank,
National Association, as Trustee to the Monthly Certificateholders' Statements
("the Statements"), issued pursuant to the Dayton Hudson Credit Card Master
Trust Pooling and Servicing Agreement ("the Pooling and Servicing Agreement")
dated September 13, 1995, for Series 1997-1 each of the monthly reporting
periods from January 1997 through December 1997.  An example of a Statement is
provided as Attachment I.  The specific procedures performed on each of the
Statements are cross-referenced to Attachment I for each item or group of items.
Only those items with balances on the Statements were cross-referenced.  Our
procedures were applied as indicated with respect to the letters explained
below:

     A.   Compared amounts to the Dayton Hudson Credit Card Master Trust
          Prospectus Supplement, for Series 1997-1 dated October 8, 1997 ("the
          Prospectus Supplement") and found them to be in agreement.

     B.   Compared the dollar and other amounts not derived directly from the
          Prospectus to amounts in the Company's accounting records to the
          extent such amounts could be so compared directly and found them to be
          in agreement.  Examples of those accounting records used are listed
          below.


<PAGE>

                                         -2-


     C.   Compared the dollar and other amounts not derived directly from the
          Prospectus, or that could not be compared directly to the Company's
          accounting records, to amounts within the Monthly Certificateholders'
          Statement and found them to be in agreement.

     D.   Proved the arithmetic accuracy of the percentages or amounts based on
          the data in the above mentioned Prospectus and accounting records.

Accounting records for purposes of this letter include the following reports or
records:  Data Summary Sheet; Breakout of Finance Charge Receivable and
Principal Receivable; Finance Charge Receivable Payments as a Percentage of
Total Monthly Payments; Receivable Aging by Dollar Balance; Month End Accounts
Receivable Aging Summary Reports; Purified Net Write-Off Reports; Monthly Sales
Returns; Credits and Adjustments Reports; Bank Sales Reports; Account Totals by
Delinquency Level Reports; Geographic Distribution of Accounts and Receivables
Reports; Miscellaneous Payment Instructions Report; and, Monthly Collection
Account Earnings.  All Monthly Reports are generated by management of Dayton
Hudson Corporation or Retailers National Bank.

There were no findings noted as a result of our procedures performed.

We were not engaged to, and did not perform an audit, the objective of which
would be the expression of an opinion on the Monthly Certificateholders'
Statements.  Accordingly, we do not express such an opinion.  Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.

This report is intended solely for the use of the specified users listed above
and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.

                                             Very truly yours,

                                             /s/ Ernst & Young LLP

January 22, 1998


<PAGE>

                                                                   Attachment I

                        MONTHLY CERTIFICATEHOLDERS' STATEMENT
                               RETAILERS NATIONAL BANK
                        DAYTON HUDSON CREDIT CARD MASTER TRUST
                                    SERIES 1997-1


Pursuant to the Pooling and Servicing Agreement, dated as of September 13, 1995
(as may be amended, from time to time, the "Agreement"), as supplemented by the
Series 1997-1 Supplement (as amended and Supplemented, the "Series Supplement"),
each among Retailers National Bank, as Servicer, Dayton Hudson Receivables
Corporation, as Transferor, and Norwest Bank Minnesota, National Association, as
Trustee, the Servicer is required to prepare certain information each month
regarding distributions to Certificateholders and the performance of the Trust.
The information with respect to the applicable Distribution Date and Monthly
Period is set forth below.

<TABLE>
<CAPTION>
 

                                                                   MONTHLY PERIOD:         DECEMBER 1997
                                                                   DISTRIBUTION DATE:      JANUARY 26, 1998
                                                                   NO. OF DAYS IN PERIOD:  35
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                                             <C>
A.     ORIGINAL DEAL PARAMETERS

(a)    Class A Initial Invested Amount                                        |----------- $   400,000,000.00      76.50%-----|
(b)    Class B Initial Invested Amount                                        |--------------- 122,875,817.00      23.50%-----D
                                                                              |            ------------------                 |
(c)    Total Initial Invested Amount                                          A            $   522,875,817.00-----------------|
                                                                              |            ------------------
                                                                              |
(d)    Class A Certificate Rate                                               |------------------------ 6.25%
(e)    Class B Certificate Rate                                               |                         0.00%
                                                                              |
(f)    Servicing Fee Rate                                                     |------------------------ 2.00%
(g)    Discount Percentage                                                                              0.00%
- -------------------------------------------------------------------------------------------------------------------------



I.     RECEIVABLES IN THE TRUST
- -------------------------------------------------------------------------------------------------------------------------

(a)    Beginning of the Period Principal Receivables                          |----------- $ 2,216,421,853.64
(b)    Beginning of the Period Finance Charge Receivables                     |---------------- 70,815,061.07
(c)    Beginning of the Period Discounted Receivables                         |                           -
                                                                              |            ------------------
(d)    Beginning of the Period Total Receivables (a + b + c)                  |            $ 2,287,236,914.71-----------|
                                                                              |            ------------------           |
                                                                              |            ------------------           |
                                                                              |                                         |
(e)    Removed Principal Receivables                                          |            $              -             |
(f)    Removed Finance Charge Receivables                                     |                           -             |
                                                                              |            ------------------           |
(g)    Removed Total Receivables (e + f)                                      |            $              -             |
                                                                              |            ------------------           |
                                                                              |            ------------------           |
                                                                              B                                         |
(h)    Supplemental Principal Receivables                                     |            $              -             D
(i)    Supplemental Finance Charge Receivables                                |                           -             |
                                                                              |            ------------------           |
(j)    Supplemental Total Receivables (h + i)                                 |            $              -             |
                                                                              |            ------------------           |
                                                                              |            ------------------           |
                                                                              |                                         |
(k)    End of Period Principal Receivables                                    |----------- $ 2,548,011,940.12           |
(l)    End of Period Finance Charge Receivables                               |---------------- 72,774,279.00           |
(m)    End of Period Discounted Receivables                                                               -             |
                                                                                           ------------------           |
(n)    End of Period Total Receivables (k + l + m)                                         $ 2,620,786,219.12-----------|
                                                                                           ------------------
                                                                                           ------------------
</TABLE>


<PAGE>

                        MONTHLY CERTIFICATEHOLDERS' STATEMENT
                               RETAILERS NATIONAL BANK
                        DAYTON HUDSON CREDIT CARD MASTER TRUST
                                    SERIES 1997-1

<TABLE>

II.    INVESTED AMOUNTS AND ALLOCATION PERCENTAGES
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                                           <C>
                                                                                                                  --------
(a)    Class A Initial Invested Amount                                        |----------- $   400,000,000.00    | 76.50% |
(b)    Class B Initial Invested Amount                                        A--------------- 122,875,817.00    | 23.50% |
                                                                                           ------------------    |        |
(c)    Total Initial Invested Amount (a + b)                                  |----------- $   522,875,817.00    |        |
                                                                              |                                  |        |
(d)    Class A Invested Amount (a - (X.a))                                    |----------- $   400,000,000.00    | 76.50% |
(e)    Class B Invested Amount (b - (X.e))                                    |--------------- 122,875,817.00    | 23.50% |----D
                                                                              |            ------------------    |        |
(f)    Total Invested Amount (d + e)                                          D----------- $   522,875,817.00    |        |
                                                                              |                                  |        |
(g)    Class A Adjusted Invested Amount (a - (X.a)-(III.f))                   |----------- $   400,000,000.00    | 76.50% |
(h)    Class B Invested Amount (b - (X.e))                                    |--------------- 122,875,817.00    | 23.50% |
                                                                              |            ------------------     --------
(i)    Total Adjusted Invested Amount (g + h)                                 |----------- $   522,875,817.00
                                                                                          --------------------
(j)    Floating Allocation Percentage                                                    |             23.59% |
(k)    Class A Floating Allocation Percentage                                            |             18.05% |
(l)    Class B Floating Allocation Percentage                                            |              5.54% |
                                                                                         |                    |
(m)    Principal Allocation Percentage                                        D----------|             23.59% |
(n)    Class A Principal Allocation Percentage                                           |             18.05% |
(o)    Class B Principal Allocation Percentage                                           |              5.54% |
                                                                                         |                    |
(p)    Servicing Fee                                                                     | $       871,459.70 |
(q)    Investor Defaulted Amount (j * (IV.(m)))                                          | $     3,490,665.18 |
                                                                                          --------------------

III.   TRANSFEROR'S INTEREST, RETAINED INTEREST, SPECIAL FUNDING
       ACCOUNT, AND PRINCIPAL FUNDING ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------
(a)    Transferor's Amount (end of month)                                     |----------- $ 1,257,212,650.11
(b)    Required Retained Transferor Amount                                    B----------- $    50,960,238.80
(c)    Required Principal Balance                                             |----------- $ 1,290,799,290.01
(e)    Funds on deposit in Special Funding Account (end of month)                          $              -
(f)    Principal on deposit in Principal Funding Account (end of month)                    $              -
</TABLE>


<PAGE>

                        MONTHLY CERTIFICATEHOLDERS' STATEMENT
                               RETAILERS NATIONAL BANK
                        DAYTON HUDSON CREDIT CARD MASTER TRUST
                                    SERIES 1997-1

<TABLE>

IV.    PERFORMANCE SUMMARY
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
       COLLECTIONS:                                                                       --------------------
(a)    Collections of Principal Receivables                                              | $   434,009,548.46 |
(b)    Collections of Finance Charge Receivables (from cardholder payments)              |      37,713,962.67 |---------B
(c)    Collections of Finance Charge Receivables (from merchant fees,                    |       7,279,500.63 |
       deferred billing fees, collection account interest)                                --------------------
(d)    Collections of Discount Option Receivables                                                        0.00
                                                                                           ------------------
(e)    Total Finance Charge Collections (b + c + d)                           |----------- $    44,993,463.30
                                                                              D            ------------------
(f)    Total Collections (a + e)                                              |----------- $   479,003,011.76
                                                                                           ------------------
                                                                                           ------------------

       DELINQUENCIES AND LOSSES:                                                          --------------------
(g)    2 missed payments                                                                 | $       82,830,000 |
(h)    3 missed payments                                                      B----------|         36,879,000 |
(i)    4 or more missed payments                                                         |         76,217,000 |
                                                                                          --------------------
(j)    Total delinquencies (g + h + i)                                        |----------- $      195,926,000
                                                                              |            ------------------
                                                                              |            ------------------
                                                                              D
(k)    Gross Charge-Offs during the month                                     |            $    16,877,626.62-----------B
(l)    Recoveries during the month                                            |            $     2,081,022.28-----------|
(m)    Net Charge-Offs during the month (k - l)                               |----------- $    14,796,604.34

V      NON-U.S. ACCOUNTS
- -------------------------------------------------------------------------------------------------------------------------

(a)    Non-US Accounts at end of month                                        |---------------------- 112,241
(b)    as a percentage of total (a / c)                                       |                         0.44%-----------D
                                                                              B
(c)    Total number of Accounts in Trust (at end of month)                    |------------------- 25,325,937
</TABLE>


<PAGE>

                        MONTHLY CERTIFICATEHOLDERS' STATEMENT
                               RETAILERS NATIONAL BANK
                        DAYTON HUDSON CREDIT CARD MASTER TRUST
                                    SERIES 1997-1

<TABLE>

VI     AVAILABLE SERIES 1995-1 FINANCE CHARGE COLLECTIONS AND APPLICATION OF FUNDS
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
(a)    Floating Allocation Percentage of Collections of Finance Charge Receivables         $    10,614,402.60-----------|
(b)    Investment earnings on Principal Funding Account                                                   -             |
(c)    Investment earnings in Reserve Account deposited in the Collection Account                         -             |
(d)    Reserve draw Amount deposited into the Collection Account                                          -             |
                                                                                           ------------------           D
(e)    Available Series 1997-1 Finance Charge Collections (a + b + c + d)                  $    10,614,402.60-----------|
                                                                                                                        |
(i)    Class A Interest                                                                          2,083,333.34-----------|

(ii)   Servicing Fee                                                          C------------------- 871,459.70

(iii)  Class A Investor Defaulted Amount ((IV.m * (II.k))                     |----------------- 2,670,358.86
                                                                              |
(iv)   Class B Investor Defaulted Amount ((IV.m * (II.l ))                    |------------------- 820,306.32
                                                                              |
(v)    Adjustment Payment Shortfalls                                          |                           -
                                                                              |
(vi)   Reimbursement of Class A Investor Charge-Offs                          |                           -
                                                                              D
(vii)  Reimbursement of Class B Investor Charge-Offs                          |                           -
       and Reallocated Class B Principal Collections                          |
                                                                              |
(viii) Class B Interest                                                       |                           -
                                                                              |
(ix)   Reserve Account                                                        |                           -
                                                                              |
(x)    Excess Finance Charge Collections                                      |----------- $     4,168,944.38
        (e-i-ii-iii-iv-v-vi-vii-viii-ix)
</TABLE>


<PAGE>

                        MONTHLY CERTIFICATEHOLDERS' STATEMENT
                               RETAILERS NATIONAL BANK
                        DAYTON HUDSON CREDIT CARD MASTER TRUST
                                    SERIES 1997-1

<TABLE>

VII    YIELD AND BASE RATE
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>
BASE RATE

(a)    Base Rate (current month)                                                     |----------------- 6.78%
(b)    Base Rate (prior month)                                                       |                  6.78%-----------|
(c)    Base Rate (2 months ago)                                                      |                  6.78%-----------|
                                                                                     |                                  |
(d)    3 Month Average Base Rate                                                     D----------------- 6.78%           |
                                                                                     |                                  |
PORTFOLIO YIELD                                                                      |                                  B
                                                                                     |                                  |
(e)    Portfolio Yield (current month)                                               |---------------- 14.01%           |
(f)    Portfolio Yield (prior month)                                                 |                 18.91%-----------|
(g)    Portfolio Yield (2 months ago)                                                |                 29.09%-----------|
                                                                                     |
(h)    3 Month Average Portfolio Yield                                               |---------------- 20.67%

VIII   PORTFOLIO PERFORMANCE RATES
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                    ----------
(a)    Net Charge-Offs (annualized % of Principal Receivables at beginning of                      |    6.87% |
       period)                                                                                     |          |
(b)    Monthly Payment Rate (% of Principal Receivables at beginning of period                     |   18.52% |
        (adjusted for number of days in period))                                                   |          |
(c)    Trust Portfolio Yield (annualized)                                            D-------------|   20.88% |
(d)    Portfolio Yield (3 month average (annualized))                                              |   20.67% |
(e)    Base Rate (3 month average)                                                                 |    6.78% |
(f)    Excess Finance Charge Collections % (d - e)                                                 |   13.89% |
                                                                                                    ----------
</TABLE>




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