AMERICAN EXPRESS CENTURION BANK
8-K, 1996-07-16
ASSET-BACKED SECURITIES
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==============================================================================


               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C. 20549

                            FORM 8-K

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

 Date of Report (Date of earliest event reported) July 10, 1996


          American Express Credit Account Master Trust 
                   (Issuer in respect of the 
     Class A Series 1996-1 6.80% Asset Backed Certificates 
   and Class B Series 1996-l 6.95% Asset Backed Certificates)


                 American Express Centurion Bank
          (Co-Originator of the Trust and a Transferor)
     (Exact name of registrant as specified in its charter)

       Utah                            000-20787-01         11-2869526   
- ----------------------------           ------------        ---------------
(State or other jurisdiction           (Commission         (IRS Employer
    of incorporation)                  File Numbers)       Identification No.)

6985 Union Park Center, Midvale, Utah                         84047  
- ----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code    (801) 565-5000    


      American Express Receivables Financing Corporation II
          (Co-Originator of the Trust and a Transferor)
     (Exact name of registrant as specified in its charter)


       Delaware                         000-20787           13-3854638
- ----------------------------           ------------      -------------------
(State or other jurisdiction           (Commission       (IRS Employer
    of incorporation)                  File Numbers)     Identification No.)

200 Vesey Street, New York, New York                           10285  
- -----------------------------------------                   ---------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code   (212) 640-4473 


==============================================================================
<PAGE>
<PAGE>
Item 5.  Other Events.

A.  Merger of American Express Centurion Bank and American Express Deposit 
Corporation.  

     The American Express Credit Account Master Trust (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated
as of May 16, 1996, among American Express Centurion Bank ("Centurion") and
American Express Receivables Financing Corporation II ("RFC II"), the co-
originators (each, in such capacity, an "Originator"), as transferors (the
"Transferors"), American Express Travel Related Services Company, Inc.
("TRS"), as servicer (the "Servicer"), and The Bank of New York, as trustee
(the "Trustee").  Centurion was incorporated under Delaware banking laws as a
limited service bank in 1985.  As of July l, 1996, Centurion's business was
combined by merger with that of American Express Deposit Corporation ("AEDC"),
a Utah-chartered, FDIC-insured industrial loan company, that is also a
subsidiary of TRS.  Substantially all of the assets and liabilities of
Centurion, including Centurion's rights and obligations under the Pooling and
Servicing Agreement and Centurion's rights and obligations with respect to the
Accounts owned by Centurion, were assumed by AEDC, which is the merger's
surviving institution.  AEDC was renamed as American Express Centurion Bank.  

B.  Monthly Servicer's Certificate.  

     On May 16, 1996, the Trust issued $865,000,000 Class A Series 1996-1
6.80% Asset Backed Certificates and $60,000,000 Class B Series 1996-1 6.95%
Asset Backed Certificates (the "Class A Certificates" and the "Class B
Certificates", respectively, and collectively, the "Series 1996-l
Certificates"), offered pursuant to a Prospectus Supplement dated May 9, 1996
to Prospectus dated May 9, 1996 and issued under the Agreement and the Series
1996-l Supplement dated as of May 16, 1996, to the Agreement (the "Series
1996-1 Supplement").  Interest on the Series 1996-l Certificates will accrue
from May 16, 1996 and is payable on July 15, 1996 and on the fifteenth day of
each month thereafter (or, if such fifteenth day is not a business day, the
immediately succeeding business day) (each, a "Distribution Date").  Principal
with respect to the Class A Certificates and the Class B Certificates is
scheduled to be distributed on the May 200l Distribution Date, but may be paid
earlier or later under certain limited circumstances as provided in the
Agreement and Series 1996-l Supplement.

     The Monthly Servicer's Certificate for the July 15, 1996 Distribution
Date covering the initial Monthly Period is filed as Exhibit 20.1 to this
Report.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits:

     4.l.  Pooling and Servicing Agreement, dated as of May 16, 1996, among
American Express Centurion Bank and American Express Receivables Financing
Corporation II, as Transferors, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as Trustee, relating to
the American Express Credit Account Master Trust (incorporated by reference to
Exhibit 4.1 of Form 8-A filed by American Express Receivables Financing
Corporation II on May 30, 1996, File No. 000-20787).

     4.2.  Series 1996-l Supplement dated as of May 16, 1996 to Pooling and
Servicing Agreement dated as of May 16, 1996 (incorporated by reference to
Exhibit 4.2 of Form 8-A filed by American Express Receivables Financing
Corporation II on May 30, 1996, File No. 000-20787).

     4.3.  Supplemental Assumption Agreement dated as of June 27, 1996,
between American Express Centurion Bank, as Assignor, and American Express
Deposit Corporation, as Assignee, With Respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account Master Trust.

     20.1.  Series 1996-1 Certificateholders' Statement for the July 15, 1996
Distribution Date and covering the initial Monthly Period.
<PAGE>
<PAGE>
                            SIGNATURE


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


Dated:  July 15, 1996


                                   AMERICAN EXPRESS CREDIT ACCOUNT 
                                   MASTER TRUST


                                   AMERICAN EXPRESS CENTURION BANK,
                                   TRANSFEROR 


                                   By:/s/ Mark Hales
                                      ------------------------------- 
                                      Name:  Mark Hales
                                      Title: Chief Financial Officer
                                   

                                   AMERICAN EXPRESS RECEIVABLES     
                                   FINANCING CORPORATION II, TRANSFEROR

                                   By:/s/ Leslie R. Scharfstein
                                      --------------------------------
                                      Name:  Leslie R. Scharfstein
                                      Title: President

<PAGE>
<PAGE>

                          EXHIBIT INDEX


Designation                  Description                                  Page

Exhibit 4.1         Pooling and Servicing Agreement, dated as of May 16,     -
                    1996, among American Express Centurion Bank and
                    American Express Receivables Financing Corporation II,
                    as Transferors, American Express Travel Related
                    Services Company, Inc., as Servicer, and The Bank of
                    New York, as Trustee, relating to the American Express
                    Credit Account Master Trust (incorporated by reference
                    to Exhibit 4.1 of Form 8-A filed by American Express
                    Receivables Financing Corporation II on May 30, 1996,
                    File No. 000-20787).

Exhibit 4.2         Series 1996-l Supplement dated as of May 16, 1996 to     -
                    Pooling and Servicing Agreement dated as of May 16,
                    1996 (incorporated by reference to Exhibit 4.2 of Form
                    8-A filed by American Express Receivables Financing
                    Corporation II on May 30, 1996, File No. 000-20787).

Exhibit 4.3         Supplemental Assumption Agreement dated as of June 27,   6
                    1996, between American Express Centurion Bank, as
                    Assignor, and American Express Deposit Corporation, as
                    Assignee, With Respect to the Pooling and Servicing
                    Agreement Governing the American Express Credit
                    Account Master Trust.

Exhibit 20.1        Series 1996-1 Certificateholders' Statement for the     12
                    July 15, 1996 Distribution Date and covering the
                    initial Monthly Period.








<PAGE>
<PAGE>
                                                                EXHIBIT 4.3
<PAGE>
<PAGE>
============================================================================



                       Supplemental Assumption Agreement


                           Dated as of June 27, 1996

                                    between



                       American Express Centurion Bank,
                                  as Assignor


                                      and



                     American Express Deposit Corporation,
                                  as Assignee



                   With Respect to the Pooling and Servicing
                                   Agreement
                                 Governing the
                       American Express Credit Account 
                                 Master Trust



============================================================================
<PAGE>
<PAGE>
                       SUPPLEMENTAL ASSUMPTION AGREEMENT

      This SUPPLEMENTAL ASSUMPTION AGREEMENT, dated as of June 27, 1996 (this
"Assumption Agreement" or "Agreement"), between AMERICAN EXPRESS CENTURION
BANK, a Delaware banking corporation (the  "Assignor" or "Centurion Bank"),
and AMERICAN EXPRESS DEPOSIT CORPORATION, a Utah-chartered industrial loan
company ("Assignee").

      As of July 1, 1996 (the "Effective Date of the Merger"), the Assignor
intends to merge with and into the Assignee in the manner contemplated by that
certain Plan and Agreement dated June 27, 1996, between the Assignor and the
Assignee.  The entity that survives such merger will legally change its name
to "American Express Centurion Bank."  In connection with such merger, and in
order to satisfy the condition precedent to such merger and the Assignee's
related assumption of the Assignor's obligations under the Pooling Agreement
referred to below, the Assignor and the Assignee now wish to enter into this
Assumption Agreement, pursuant to which the Assignee shall expressly assume,
as of the Effective Date of the Merger, the performance of every covenant and
obligation of the Assignor under such Pooling Agreement.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the Assignor and the Assignee hereby
agree as follows:

SECTION 1.  DEFINITIONS.

      Each capitalized term used in this Agreement and not otherwise defined
herein shall have the meaning specified in the Pooling and Servicing Agreement
dated as of May 16, 1996 (the "Pooling Agreement"), among the Assignor and
American Express Receivables Financing Corporation II, a Delaware corporation
("RFC II"), as Transferors; American Express Travel Related Services Company,
Inc., a New York corporation ("TRS"), as Servicer; and The Bank of New York, a
New York banking corporation, as Trustee (in such capacity, the "Trustee")
relating to the American Express Credit Account Master Trust (the "Trust"). 
All references to Sections herein are to Sections of this Agreement unless
otherwise indicated and the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.

      Where any provision in this Agreement refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by
such Person.

<PAGE>
<PAGE>
SECTION 2.  ASSIGNMENT BY ASSIGNOR.

      The Assignor hereby assigns, conveys and transfers, as of the Effective
Date of the Merger, all of its rights, title and interests in, to and under
(a) the Pooling Agreement, (b) the Original Transferor Certificate, (c) the
Series 1996-1 Supplement to the Pooling Agreement dated as of May 16, 1996
(the "Series 1996-1 Supplement"), among the Assignor and RFC II as
Transferors, TRS as Servicer, and The Bank of New York as Trustee, and (d) the
Loan Agreement dated as of May 16, 1996 (the "Loan Agreement"), among The Bank
of New York as Trustee, the Assignor and RFC II as Transferors, TRS as
Servicer, Credit Lyonnais New York Branch as Agent, and the CA Investors from
time to time party thereto, in each case including, without limitation, all of
the Assignor's rights, title and interests incidental to such documents and
each other agreement related thereto.

SECTION 3.  ASSUMPTION BY ASSIGNEE.

      The Assignee hereby accepts the assignment contemplated by Section 2
and, as of the Effective Date of the Merger, assumes, and agrees that, as of
the Effective Date of the Merger, it will be unconditionally bound in respect
of, all duties and obligations of the Assignor under (a) the Pooling
Agreement, (b) the Original Transferor Certificate (or any Transferor
Certificate now or hereafter issued by the Trust in substitution for the
Original Transferor Certificate), (c) the Series 1996-1 Supplement, (d) the
Loan Agreement and (e) each other document or agreement related thereto
(collectively, the "Operative Documents").  The Assignee agrees that it is
liable for all duties and obligations under the Operative Documents as though
it were identified as a "Transferor" or Centurion Bank therein.

SECTION 4.  ASSIGNEE AS TRANSFEROR.

      In consequence of the assumption contemplated by Section 3, the
Assignee, as of the Effective Date of the Merger, shall be deemed a
"Transferor" or Centurion Bank for all purposes, and shall enjoy the rights
and privileges and perform the obligations of "a Transferor" and Centurion
Bank, under each Operative Document, and each reference in each Operative
Document to "the Transferors," "a Transferor" or Centurion Bank shall be
deemed to include the Assignee for all purposes.

SECTION 5.  CERTAIN REPRESENTATIONS OF THE ASSIGNEE.

      The Assignee represents and warrants that it is an Affiliate of the
Assignor that satisfies the criteria specified in clause (x) of subsection
7.02(a)(i) of the Pooling Agreement, that the Assignee is not eligible as a
debtor under the Bankruptcy Code, and that the Assignee has the corporate
power and authority to enter into and perform its obligations under this
Agreement and, accordingly, the duties and obligations of a Transferor and
Centurion Bank under the Operative Documents.

SECTION 6.  MISCELLANEOUS.

      Section 6.01  Amendments and Waivers.  No term, covenant, agreement or
condition of this Agreement may be terminated, amended or compliance therewith
waived (either generally or in a particular instance, retroactively or
prospectively) except by an instrument or instruments in writing executed by
each party hereto.

                                       -2-
<PAGE>
<PAGE>
      SECTION 6.02  NOTICES.  Unless otherwise expressly specified or
permitted by the terms hereof or any Operative Document, all communications
and notices to the Assignee under any Operative Document shall be in writing
and delivered to the Assignee at the following address in a manner permitted
by such Operative Document:

      AMERICAN EXPRESS CENTURION BANK
      (f.k.a. AMERICAN EXPRESS DEPOSIT CORPORATION)
      6985 Union Park Center
      Midvale, Utah 84047

      Facsimile No.: (801) 565-5016
      Telephone No.: (801) 565-5102
      Attention:  Chief Financial Officer


      SECTION 6.03  GOVERNING LAW  THIS AGREEMENT SHALL BE IN ALL RESPECTS
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

      SECTION 6.04  SEVERABILITY.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

      SECTION 6.05  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each executed counterpart constituting an original but
all together only one Agreement.

      SECTION 6.06   HEADINGS.  The headings of the sections of this Agreement
are inserted for purposes of convenience only and shall not be construed to
affect the meaning or construction of any of the provisions hereof.

      SECTION 6.07  FURTHER ASSURANCES.  Each party hereto will promptly and
duly execute and deliver such further documents to make such further
assurances for and take such further action reasonably requested by any party
to whom such first party is obligated, all as may be reasonably necessary to
carry out more effectively the intent and purpose of this Agreement and the
Operative Documents.





                                      3<PAGE>
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.


                                    AMERICAN EXPRESS CENTURION BANK,
                                    as Assignor


                                    By: /s/ Frank L. Skillern
                                       _____________________________________
                                       Name:   Frank L. Skillern
                                       Title:  Chief Executive Officer




                                    AMERICAN EXPRESS DEPOSIT CORPORATION, 
                                    as Assignee


                                    By: /s/ David E. Poolsen
                                       _____________________________________
                                       Name:  David E. Poolsen
                                       Title: President




ACKNOWLEDGED AND ACCEPTED BY:

AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC., as Servicer



By: /s/ Jay B. Stevelman
    ___________________________________
    Name:  Jay B. Stevelman
    Title: Senior Vice President & Treasurer

THE BANK OF NEW YORK, as Trustee


By:  /s/ Peter M. Lagatta
     ___________________________________
      Name:  Peter M. Lagatta
      Title: Assistant Treasurer

CREDIT LYONNAIS NEW YORK BRANCH, as the Agent
under the Loan Agreement


By:  /s/ Catherine R. Lau
     ___________________________________
      Name:  Catherine R. Lau
      Title: Vice President

                                       4<PAGE>

<PAGE>
<PAGE>
                                                                 EXHIBIT 20.1

<PAGE>
<PAGE>
                        MONTHLY SERVICER'S CERTIFICATE

            AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

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

                 AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                               SERIES 1996-1

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

The undersigned, a duly authorized representative of American Express Travel
Related Services Company, Inc., as Servicer ("TRS"), pursuant to the Pooling 
and Servicing Agreement, dated as of May 16, 1996 (as amended and
supplemented, the "Agreement"), as supplemented by the Series 1996-1
Supplement (as amended and supplemented, the "Series Supplement"), among TRS,
as Servicer, American Express Centurion Bank and American Express Receivables
Financing Corporation II, as Transferors, and The Bank of New York, as
Trustee, does hereby certify as follows:

1.   Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement or the Series Supplement, as applicable.

2.   TRS is, as of the date hereof, the Servicer under the Agreement.

3.   The undersigned is a Servicing Officer.

4.   This Certificate relates to the Distribution Date occurring on July 15,
1996 and covers activity from the intial Cut-Off Date of April 25, 1996 
through June 25, 1996.

5.    As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Monthly Period preceding such Distribution Date.

6.    As of the date hereof, to the best knowledge of the undersigned, no Pay
Out Event occurred on or prior to such Distribution date.



      IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 10th day of July, 1996.
             



                                AMERICAN EXPRESS TRAVEL RELATED
                                SERVICES COMPANY, INC., as Servicer

                                By: /s/ Marianne Thomson
                                   --------------------------------
                                   Name:  Marianne Thomson
                                   Title: Director of Financial Administration


                                        -1-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
I.  Monthly Period Trust Activity
- ------------------------------------------------------------------------------
  A.  Trust Activity                                   Trust Totals
        --------------                                 -----------------
<S>                                              <C>               <C>      
      Number of days in Initial Monthly Period                59
      Beginning Principal Receivable Balance       1,777,276,509.80
      Special Funding Account Balance                          0.00
      Beginning Total Principal Balance            1,777,276,509.80

      Finance Charge Collections (excluding           50,413,542.00
        Discount Option & Recoveries)
      Discount Percentage                                      2.00%
      Discount Option Receivables Collections          6,026,391.94
      Premium Option Receivables Collections                   0.00
      Recoveries                                         149,268.00
      Total Collections of Finance Charge Receivables 56,589,201.94
      Total Collections of Principal Receivables     295,293,205.06
      Monthly Payment Rate                                     8.5656%
      Defaulted amount                                19,404,214.62
      Annualized Default Rate                                  6.7543%
      Trust Portfolio Yield                                   12.94%
      New Principal Receivables                      265,700,727.18
      Ending Principal Receivables Balance         1,728,279,817.30
      Ending Required Minimum Principal Balance    1,070,000,000.00
      Ending Transferor Amount                       728,279,817.30
      Ending Special Funding Account Balance                   0.00  
      Ending Total Principal Balance               1,728,279,817.30
 
  B.  Series Allocations                              Series 1996-1  Trust Total
      ----------------------------                    -------------  -----------
      Group Number                                                1
      Invested Amount                              1,000,000,000.00 1,000,000,000.00
      Adjusted Invested Amount                     1,000,000,000.00 1,000,000,000.00
      Principal Funding Account Balance                        0.00             0.00
      Series Required Transferor Amount               70,000,000.00    70,000,000.00
      Series Allocation Percentage                           100.00%

      Series Alloc. Finance Charge Collections        56,589,201.94    56,589,201.94
      Series Alloc. Principal Collections            295,293,205.06   295,293,205.06
      Series Allocable Defaulted Amount               19,404,214.62    19,404,214.62

  C.  Group I Allocations                             Series 1996-1    Group I Total
      -------------------                             -------------    -------------
      Investor Finance Charge Collections             31,840,403.91    31,840,403.91
      Investor Monthly Interest                       11,055,945.69    11,055,945.69
      Investor Default Amount                         10,917,949.18    10,917,949.18
      Investor Monthly Fees                            2,500,000.00     2,500,000.00
      Investor Additional Amounts                              0.00             0.00
      Total                                           24,473,894.88    24,473,894.88

      Reallocated Investor Finance Charge 
        Collections                                   31,840,403.91    31,840,403.91
      Available Excess                                 7,366,509.04     7,366,509.04
</TABLE>
                                        -2-<PAGE>
<PAGE>
<TABLE>
<CAPTION>
II.  Series 1996-1 Certificates
- ------------------------------------------------------------------------------
                                                Series         Total Investor     Transferors
A.  Investor/Transferor Allocations           Allocations         Interest          Interest
    -------------------------------           -----------         --------          --------
<S>                                   <C>               <C>               <C>     
    Beginning Invested/Transferor Amount    1,777,276,509.80  1,000,000,000.00  777,276,509.80
    Beginning Adjusted Invested Amount                   N/A  1,000,000,000.00             N/A
    Floating Allocation Percentage                       N/A             56.27%          43.73%
    Principal Allocation Percentage                      N/A             56.27%          43.73%
    Collections of Finance Chg. Receivables    56,589,201.94     31,840,403.91   24,748,798.03
    Collections of Principal Receivables      295,293,205.06    166,149,275.83  129,143,929.23
    Defaulted Amount                           19,404,214.62     10,917,949.18    8,486,265.44

    Ending Invested/Transferor Amounts      1,728,279,817.30  1,000,000,000.00  728,279,817.30
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>             <C>              <C>
                                                                                    Collateral
B.  Monthly Period Funding Requirements              Class A            Class B      Interest             Total
    -----------------------------------              -------            -------      ---------            -----
    Principal Funding Account                           0.00              0.00            0.00             0.00
    Investment Proceeds for Monthly Period              0.00              0.00            0.00             0.00
    Reserve Draw Amount                                 0.00              0.00            0.00             0.00
    Available Reserve Account Amount                    0.00              0.00            0.00             0.00
    Reserve Account Surplus                             0.00              0.00            0.00             0.00

    Coupon May 16 - June 17                             6.80000%          6.9500%         5.8297%
    Coupon June 17 - July 15                            6.80000%          6.9500%         5.8961%
    Monthly Interest Due                        9,639,944.44        683,416.67      732,584.58    11,055,945.69
    Outstanding Monthly Interest Due                    0.00              0.00            0.00             0.00
    Additional Interest Due                             0.00              0.00            0.00             0.00
    Total Interest Due                          9,639,944.44        683,416.67      732,584.58    11,055,945.69
    Investor Default Amount                     9,444,026.04        655,076.95      818,846.19    10,917,949.18
    Investor Monthly Fees Due                   2,162,500.00        150,000.00      187,500.00     2,500,000.00
    Investor Additional Amounts Dues
    Total Due                                  21,246,470.49      1,488,493.62    1,738,930.77    24,473,894.88

Reallocated Investor Finance Charge Collections                                                   31,840,403.91
Interest and Principal Funding Investment Proceeds                                                         0.00
Series Adjusted Portfolio Yield                                                                           12.9436%
Base Rate                                                                                                  8.2465%

- --------------------------------------------------------------------------------------------------------------
                                                                                     Collateral
C.  Certificates - Balances & Distributions       Class A              Class B       Interest            Total
    ---------------------------------------       -------              -------       ----------          -----
    Beginning Certificates Balances           865,000,000.00     60,000,000.00   75,000,000.00 1,000,000,000.00
    Interest Distributions                      9,639,944.44        683,416.67      732,584.58    11,055,945.69
    Principal Deposits - Prin. Funding Account          0.00              0.00            0.00             0.00
    Principal Distributions                             0.00              0.00            0.00             0.00
    Total Distributions                         9,639,944.44        683,416.67      732,584.58    11,055,945.69
    Ending Certificate Balances               865,000,000.00     60,000,000.00   75,000,000.00 1,000,000,000.00
</TABLE>
                                         -3-<PAGE>
<PAGE> 
D.   Information regarding distributions on the Distribution Date in respect
of the Class A Certificates per $1,000 original certificate principal amount.

      1.   Total amount of the distribution:                $            11.14

      2.   Amount of the distribution in 
           respect of Class A Monthly Interest:             $            11.14

      3.   Amount of the distribution in respect of 
           Class A Outstanding Monthly Interest:            $             0.00

      4.   Amount of the distribution in respect of
           Class A Additional Interest:                     $             0.00

      5.   Amount of the distribution in 
           respect of Class A Principal:                    $             0.00


E.   Class A Investor Charge-Offs and Reimbursement of Class A Investor
Charge-Offs on such Distribution Date.

      1.   Total amount of Class A Investor Charge-Offs:    $             0.00

      2.   Amount of Class A Investor Charge-
            Offs per $1,000 original certificate 
            principal amount:                               $             0.00

      3.   Total amount reimbursed in respect of
            Class A Investor Charge-Offs:                   $             0.00

      4.   Amount reimbursed in respect of Class
            A Investor Charge-Offs per $1,000 
            original certificate principal amount:          $             0.00

      5.   The amount, if any, by which the 
            outstanding principal balance of the 
            Class A Certificates exceeds the Class
            A Invested Amount after giving effect to
            all transactions on such Distribution
            Date:                                           $             0.00


F.   Information regarding distributions in respect of the Class B
Certificates, per $1,000 original certificate principal amount.

      1.   The total amount of the distribution:            $            11.39

      2.   Amount of the distribution in  
            respect of class B monthly interest:            $            11.39

      3.   Amount of the distribution in 
            respect of class B outstanding monthly 
            interest:                                       $             0.00

      4.   Amount of the distribution in 
            respect of class B additional interest:         $             0.00

                                    - 4 -
<PAGE>
<PAGE>
      5.   Amount of the distribution in
            respect of class B principal:                   $             0.00

G.   Amount of reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount on such Distribution
Date.

      1.   The amount of reductions in Class B 
            Invested Amount pursuant to clauses 
            (c), (d), and (e) of the definition 
            of Class B Invested Amount:                     $             0.00

      2.   The amount of reductions in the 
            Class B Invested Amount set forth in
            paragraph 1 above, per $1,000 original 
            certificate principal amount:                   $             0.00

      3.   The total amount reimbursed in respect
            of such reductions in the Class B 
            Invested Amount:                                $             0.00

      4.   The amount set forth in paragraph 3 
            above, per $1,000 original certificate
            principal amount:                               $             0.00

      5.   The amount, if any, by which the 
            outstanding principal balance of the 
            Class B Certificates exceeds the Class B 
            Invested Amount after giving effect to 
            all transactions on such Distribution 
            Date:                                           $             0.00


H.   Information regarding distributions on the Distribution Date to the 
Collateral Interest Holder.

      1.   Total amount distributed to the Collateral 
            Interest Holder:                                $       732,584.58

      2.   Amount distributed in respect of Collateral 
            Monthly Interest:                               $       732,584.58

      3.   Amount distributed in respect of Collateral
            Additional Interest:                            $             0.00

      4.   The amount distributed to the Collateral 
            Interest Holder in respect of principal
            on the Collateral Invested Amount:              $             0.00


I.   Amount of reductions in Collateral Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of Collateral Invested Amount.

      1.   The amount of reductions in the 
            Collateral Invested Amount pursuant 
            to clauses (c), (d), and (e) of the 
            definition of Collateral Invested Amount:       $             0.00

                                    - 5 -<PAGE>
<PAGE>

      2.   The total amount reimbursed in respect
            of such reductions in the Collateral 
            Invested Amount:                                $             0.00


J.   Application of Reallocated Investor Finance Charge Collections.

      1.   Class A Available Funds:                         $    27,541,949.39

           a.   Class A Monthly Interest:                   $     9,639,944.44
           b.   Class A Outstanding Monthly Interest:       $             0.00
           c.   Class A Additional Interest:                $             0.00
           d.   Class A Investor Default Amount 
                 (Treated as Available Principal 
                 Collections):                              $     9,444,026.04
           e.   Excess Spread:                              $     8,457,978.91

      2.   Class B Available Funds:                         $     1,910,424.23

           a.   Class B Monthly Interest:                   $       683,416.67
           b.   Class B Outstanding Monthly Interest:       $             0.00
           c.   Class B Additional Interest:                $             0.00
           d.   Excess Spread:                              $     1,227,007.56

      3.   Collateral Available Funds:                      $     2,388,030.29

           a.   Excess Spread:                              $     2,388,030.29

      4.   Total Excess Spread:                             $    12,073,016.76


K.   Reallocated Principal Collections.

      1.   Principal Allocation Percentage:                            56.266%

      2.   Series 1996-1 Allocable Principal 
            Collections:                                    $   295,293,205.06

      3.   Principal Allocation Percentage of 
            Series 1996-1 Allocable Principal 
            Collections:                                    $   166,149,275.83

      4.   Reallocated Principal Collections 
            Required to fund the Required Amount:           $             0.00

      5.   Item 3 minus item 4:                             $   166,149,275.83

      6.   Shared Principal Collections from other 
            Series allocated to Series 1996-1:                             N/A

      7.   Other amounts Treated as Available Principal 
            Collections:                                    $             0.00

      8.   Available Principal Collections 
            (total of 5., 6. & 7.):                         $   166,149,275.83


                                    - 6 -<PAGE>
<PAGE>
L.   Application of Available Principal Collections during Revolving Period.

      1.   Collateral Invested Amount                       $    75,000,000.00

      2.   Required Collateral Invested Amount              $    75,000,000.00

      3.   Excess of Collateral Invested Amount 
            over Required Collateral Invested Amount:       $             0.00

      4.   Treated as Shared Principal Collections:         $   166,149,275.83


M.   Application of Principal Collections During Accumulation or Amortization
Period.

      1.   Principal Funding Account:                                      N/A

      2.   Excess of Collateral Invested Amount
            over Required Collateral Invested Amount:                      N/A

      3.   Principal Distribution:                                         N/A

      4.   Treated as Shared Principal Collections:                        N/A


N.   Application of Excess Spread and Excess Finance Charge Collections
Allocated to Series 1996-1

      1.   Excess Spread:                                   $    12,073,016.76
      2.   Excess Finance Charge Collections:               $             0.00
      3.   Applied to fund Class A Required Amount:         $             0.00
      4.   Class A Investor Charge-Offs treated 
            as Available Principal Collections:             $             0.00
      5.   Applied to fund Class B overdue Interest:        $             0.00
      6.   Applied to fund Class B Required Amount:         $       655,076.95
      7.   Reduction of Class B Invested Amount 
            treated as Available Principal Collections:     $             0.00
      8.   Applied to Collateral Monthly Interest:          $       732,584.58
      9.   Applied to unpaid Monthly Servicing Fee:         $     2,500,000.00
      10.  Collateral Default Amount treated as 
            Available Principal Collections:                $       818,846.19
      11.  Reduction of Collateral Invested Amount 
            treated as Available Principal Collections:     $             0.00
      12.  Deposited to Reserve Account:                    $             0.00
      13.  Applied to other amounts owed to 
            Collateral Interest Holder:                     $             0.00
      l4.  Balance:                                         $     7,366,509.04


III. Trust Performance

A.   Delinquencies

      1.   31-60 Days Delinquent:                           $    30,053,092.00
      2.   61-90 Days Delinquent:                           $    13,402,173.00
      3.   90+ Days Delinquent:                             $    18,337,322.00
      4.   Total 30+ Days Delinquent:                       $    61,792,587.00

                                    - 7 -<PAGE>
<PAGE>
B.   Yield and Base Rate

      1.   Base Rate

           a.   Current Monthly Period             8.2465%
           b.   Prior Monthly Period                   N/A
           c.   Second Prior Monthly Period            N/A

      2.   Three Month Average Base Rate                                   N/A

      3.   Series Adjusted Portfolio Yield

           a.   Current Monthly Period              12.94%
           b.   Prior Monthly Perid                    N/A
           c.   Second Prior Monthly Period            N/A

      4.   Three Month Average Series Adjusted Portfolio Yield             N/A








































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